Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
O-10471
J-88-853 9/2/88 ORDINANCE NO. _10471: AN EMERGENCY ORDINANCE OF THE CITY OF MIAMI, FLORIDA, AMENDING ORDINANCE NO. 10423 OF THE CITY AND AUTHORIZING THE ISSUANCE OF $1,000,000 IN AG- GREGATE PRINCIPAL AMOUNT OF SUBORDINATED PARKING SYSTEM REVENUE BONDS, SECOND 1988 SERIES, OF THE CITY FOR THE PURPOSE OF ACQUIRING LAND FOR PUBLIC PARKING FACILITIES WITHIN THE CORPORATE LIMITS OF THE CITY OF MIAMI; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS FROM (i) AMOUNTS ON DEPOSIT IN THE GENERAL RESERVE AC- COUNT CREATED PURSUANT TO ORDINANCE NO. 10115 OF THE CITY WITH RESPECT TO THE ISSUANCE OF THE CITY'S $16,275,000 PARKING SYSTEM REVENUE BONDS, SERIES 1986, ON A PARITY WITH CERTAIN OBLIGATIONS OF THE CITY ENTERED INTO PURSUANT TO ORDINANCE NO. 10186 OF THE CITY WITH RESPECT TO THE ISSUANCE OF THE CITY'S $2,000,000 SUBORDINATED PARKING SYSTEM REVE- NUE BONDS, SERIES 1986 AND WITH THE CITY'S $2,500,000 SUBORDINATED PARKING SYSTEM REVENUES BONDS, SERIES 1988; AND (ii) FROM OTHER AMOUNTS AS PROVIDED HEREIN; PROVIDING FOR CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; AWARDING THE SALE OF SUCH BONDS TO BARNETT BANK OF SOUTH FLORIDA, N.A.; AUTHORIZING THE CITY OR AN ENTITY APPOINTED BY THE CITY TO ACT AS PAYING AGENT AND REGISTRAR WITH RESPECT TO SAID BONDS; AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXECUTE ANY DOCU- MENTS REQUIRED IN CONNECTION HEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE IS- SUANCE OF SAID BONDS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City") is authorized pursuant to the Constitution and the laws of the State of Florida, including particularly Chapter 166, Florida Statutes, and its Charter, to issue its revenue bonds to acquire land for parking purposes and to erect and construct parking facilities on land owned by or leased by the City or the Department of Offstreet Parking of the City (the "Department"); and WHEREAS, the City Commission of The City (the "City Commission") on June 26, 1986 duly passed and adopted Ordinance No. 10115 (the "General Ordinance"); and WHEREAS, pursuant to the General Ordinance, the City previously issued its $16,275,000 Parking System Revenue Bonds, Series 1986 (the "Senior Bonds"); and WHEREAS, Section 718 of the General Ordinance provides that the City may issue Subordinated Debt, as such term is defined in the General Ordinance ("Subordinated Debt"), subject to the conditions set forth in said Section ,718; and WHEREAS, pursuant to Ordinance No. 10186 (the "1986 "Subordinated Debt Ordinance") enacted by the City Commission 1986, the City issued its $2,000,000 �, .,,., ;,•,.,;. Jon December 11, �� ISubordinated Parking System Bonds, Series 1986 (the 1986 Subordinated Bonds"), which constitute Subordinated Debt un- der the General Ordinance and of which $2,000,000 in princi- �``"'.' `pal amount presently remain outstanding; and v i Nry �syF.i rcd4 WHEREAS, in connection with the 1986 Subordinated a�+Bonds, the Department entered into a Repayment Agreement �(the "Repayment Agreement") and a Pledge Agreement (the s:�_V; "Pledge Agreement"), each dated as of December 30, 1986, with Sun Bank/Miami, N.A., in order to induce Sun Bank/Miami, N.A. to issue a letter of credit securing the 1986 Subordinated Bonds, which Repayment Agreement and Pledge Agreement constitute Subordinated Debt under the General Ordinance; and WHEREAS, pursuant to Ordinance No. 10423 of the City (the "Prior Ordinance") enacted by the City Commission on April 14, 1988, the City issued its $2,500,000 Subordinated Parking System Revenue Bonds, Series 1988 (the "Prior 1988 Bonds"), which constitute Subordinated Debt un- der the General Ordinance and of which $2,500,000 in aggre- gate principal amount remain outstanding; and WHEREAS, the Department desires to acquire certain parcels of land located at 1435-1461 S.W. 8th Street, Miami, Florida, more particularly described on Exhibit "I" and to erect and construct thereon surface or other public parking facilities within the corporate limits of the City (the "Project") and to finance the same through the issuance of its Subordinated Parking System Revenue Bonds, Second 1988 Series (the "Second 1988 Series Bonds"), which would consti- tute Subordinated Debt under the General Ordinance and would be secured and payable on a parity with the 1986 Subordinated Bonds, the obligations under the Repayment Agreement and the Pledge Agreement and the Prior 1988 Bonds; and WHEREAS, the conditions precedent to the issuance by the City of Subordinated Debt pursuant to Section 718 of the General Ordinance have been or will be complied with, and the requirements of Section 18 of the 1986 Subordinated Debt Ordinance for the issuance of "Additional Parity Bonds," as that term is defined therein, have been or will be complied with prior to the delivery by the City of the Second 1988 Series Bonds; and WHEREAS, the City and Barnett Bank of South Florida, N.A. (the "Purchaser"), the registered owner of all of the outstanding Prior 1988 Bonds, desire to amend the Prior Ordinance to allow the issuance of the Second 1988 Series Bonds on a parity with the Prior 1988 Bonds with the consent of the registered owner of the outstanding Prior 1988 Bonds, and to amend Exhibits "A" and "B" to the Prior Ordinance in the manner hereinafter described to expand the definition of "Project," as such term is used in the Prior Ordinance; and WHEREAS, the Purchaser has consented to such amend- ments and has agreed to purchase the Second 1988 Series Bonds upon the terms set forth in this Ordinance; and WHEREAS, the principal of the Second 1988 Series Bonds, which shall be payable in full on April 30, 1990, and interest on the Second 1988 Series Bonds shall be payable solely from amounts on deposit in the General Reserve Account (the "General Reserve Account") created pursuant to Section 501 of the General Ordinance and held by the Department, such payments from the General Reserve Account being subject to the provisions of the first paragraph of Section 509 of the General Ordinance, and Section 21 of the 1986 Subordinated Debt Ordinance, and from amounts held in the Acquisition Account (as hereinafter defined) created hereunder; and WHEREAS, the City shall never be required to levy ad valorem taxes on any real or personal property within the -2- City to pay the principal of and interest on the Second 1988 Series Bonds herein authorized or to make any other payments provided for herein and the Second 1988 Series Bonds herein authorized shall not constitute a lien upon any properties owned by the City or the Department or located within the boundaries of the City; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. Authority. This Ordinance is enacted pursuant to the Charter of the City, but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; the Constitution of the State of Florida; the General Ordinance; and other applicable provisions of law. SECTION 2. Definitions. All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as set forth in the General Ordinance. Words importing singular number shall include the plural number in each case and vice versa, and words importing per- sons shall include firms, corporations and other entities, including governments or governmental bodies. In addition, the following terms shall have the meanings set forth below: "Acquisition Account" shall mean the Acquisition Account created by Section 17 hereof. "Additional Parity Bonds" shall have the meaning ascribed to that term in the 1986 Subordinated Debt Ordinance. "Adjusted Cost of Funds" means the fraction (expressed as a percentage) determined by the Bondholder of the total interest expense of the Purchaser for each calen- dar year divided by the average of the ending monthly balances of all assets of the Purchaser for such calendar year. "Barnett Banks, Inc." shall mean Barnett Banks, Inc., or any successor thereof. "Bondholder" or "Bondholders" shall mean the regis- tered owner or owners•(or authorized representative thereof) of a Second Series 1988 Bond. "Code" shall mean the Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder. "Department" shall mean the City of Miami Department of Offstreet Parking. "Determination of Taxability" shall mean final ac- tion as defined herein, if final action shall have been taken by the Internal Revenue Service, the Department of the Treasury or any other governmental agency, authority or in- strumentality, or a ruling of any court shall have been rendered, or other event shall have occurred, or other cir- cumstances shall exist, any of which shall result in all or any part of the interest payable with respect to the Second 1988 Series Bonds not to be excluded from gross income for federal income tax purposes (other than the Alternative Minimum Tax imposed pursuant to Part VI of Subchapter A of r 3 10471 Chapter 1 of the Code). The term "final action" shall mean either (i) action taken by an administrative agency of the federal government which cannot be appealed administratively or in a court of competent jurisdiction as to which the time for administrative appeal or court action has expired; or (ii) action by any court of competent jurisdiction as to which the time to appeal has expired or as to which an ap- peal has been denied or dismissed without further right of appeal. "Parking Consultant" shall mean any engineer, en- gineering firm or certified public accountants, parking con- sulting firm or corporation, or other qualified person, firm or corporation having a favorable reputation for skill and experience in performing the duties as required hereunder in carrying out the duties of a Parking Consultant. "Paying Agent" shall mean the City or any authorized depository designated by the City to serve as a Paying Agent or as the place of payment for the Second 1988 Series Bonds issued hereunder that shall have agreed to ar- range for the timely payment of the principal of, interest on and redemption premium, if any, with respect to the Second 1988 Series Bonds to the owners thereof, from funds made available therefor by the City, and any successors designated by subsequent ordinance or resolution of the City. "Permitted Investments" shall mean any investment authorized pursuant to the laws of the State of Florida. "Prime Rate" shall mean the annual rate of interest announced from time to time by Barnett Bank's, Inc. The "prime rate" is a reference rate for the information and use of the Purchaser in establishing the actual rates to be charged to its borrowers. "Prior 1988 Bonds" shall mean the $2,500,000 City of Miami Subordinated Parking System Revenue Bonds, Series 1988. "Prior Ordinance" shall mean Ordinance No. 10423 of the City, enacted by the City Commission on April 14, 1988. "Purchaser" shall mean Barnett Bank of South Florida, N.A. "Rate of Interest" shall mean the rate of interest per annum equal to 85.56% of the Prime Rate in effect on the third business day prior to the date of issuance and deliv- ery of Second 1988 Series Bonds, but such Rate of Interest so calculated shall not exceed 8.98% per annum, as may be adjusted pursuant to Section BA hereof. "Registrar" shall mean the City or any trust com- pany or bank with trust powers appointed from time to time by subsequent ordinance or resolution of the City to serve under this Ordinance. "Second 1988 Series Bonds" shall mean the $1,000,000 City of Miami Subordinated Parking System Revenue Bonds, Second 1988 Series. "Senior Bonds" shall mean the $16,275,000 City of Miami Parking System Revenue Bonds, Series 1986. -4- IL04 71 111966 Subordinated Bonds" shall mean the $2,000,000 City of Miami Subordinated Parking System Bonds, Series 1986. "Subordinated Bonds" shall mean the 1986 Subordinated Bonds, the Prior 1988 Bonds and the Second 1988 Series Bonds. SECTION 3. Findings and Determinations. The City Commission has found and determined and does hereby declare as follows: A. The City is authorized by law to issue bonds for various projects, including the financing of the Project. B. It is necessary and in the best interests of the City and the citizens and taxpayers thereof that the City issue the Second 1988 Series Bonds in order to finance the Project, and the Purchaser has offered to purchase the Second 1988 Series Bonds. C. The Prior Ordinance may be amended with the consent of the registered owner of all the outstanding Prior 1988 Bonds. The Purchaser is the registered owner of all the Prior 1988 Bonds and has consented to the amendments to the Prior Ordinance made herein, which amendments are neces- sary to allow the issuance of the Second 1988 Series Bonds and will expand the definition of the term "Project" under the Prior Ordinance, and are in the best interests of the City and the citizens and taxpayers thereof. D. This Ordinance is hereby declared to be an emergency measure on the grounds of urgent public need for the preservation of peace, health, safety and the property of the City. E. An emergency exists with respect to the enact- ment of this Ordinance in that, in order to take advantage of the offer of the Purchaser to purchase the Second 1988 Series Bonds and in order to take advantage of the favorable prices currently available with respect to the Project, it is necessary that the City authorize the Project and the is- suance of the Second 1988 Series Bonds as soon as possible, and this Ordinance must be immediately enacted to accomplish such goals. The City Commission, by the adoption of this Ordinance by at least a four -fifths vote, hereby waives all notice requirements for the regular enactment of municipal ordinances. F. Because of the characteristics of the Second 1988 Series Bonds and prevailing market conditions, it is in the best interest of the City to accept the offer of the Purchaser to purchase the Second 1988 Series Bonds at a negotiated sale. G. Shearson Lehman Hutton Inc. is involved in the issuance of the Second 1988 Series Bonds as a financial con- sultant on behalf of the Department and has provided the City with a disclosure statement containing the information required by Section 218.385(4), Florida Statutes. No under- writer is involved in the issuance of the Second 1988 Series Bonds and the City does not desire any further disclosure in connection with the sale thereof. H. The Second 1988 Series Bonds shall be payable solely from (i) amounts on deposit in the General Reserve Account created under the General Ordinance, which amounts - 5 04,71, are currently pledged only to the payment of the Senior Bonds, the 1986 Subordinated Bonds, the obligations of the City under the Repayment Agreement and the Pledge Agreement, and the Prior 1988 Bonds, and (ii) amounts on deposit in the Acquisition Account, if any. The only "Bonds," as that term is defined in the General Ordinance, currently outstanding under the General Ordinance are the Senior Bonds. I. Amounts pledged hereunder are expected to be sufficient to pay debt service on the Second 1988 Series Bonds. J. The Second 1988 Series Bonds are hereby de- clared to be "Additional Parity Bonds" within the meaning of the 1986 Subordinated Debt Ordinance. SECTION 4. Authorization of Project. The acquisi- tion of the Project is hereby authorized. The Department is hereby authorized to acquire the Project whenever it shall deem the same expedient, upon such terms and at such prices as the Department shall deem reasonable. SECTION 5. Amendment of Prior Ordinance. (a) Sub- section C of Section 18 of the Prior Ordinance is hereby amended in its entirety to read as follows: C. Additional Indebtedness. So long as the 1988 Subordinated Bonds remain outstanding, the City shall not issue additional indebtedness having a lien on the moneys in the General Reserve Account or any other fund or account created under the General Ordinance of equal or prior dignity to that of the Bondholders hereunder without the prior written consent of the registered owners of all 1988 Subordinated Bonds then outstanding, which may be given or withheld within the sole discretion of the registered owners. Notwithstanding the immedi- ately preceding sentence, however, nothing herein shall be construed to prohibit the City from issu- ing obligations to refund the Senior Bonds or the 1986 Subordinated Bonds so long as during the period for which any 1988 Subordinated Bonds remain outstanding, the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the Senior Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the Senior Bonds and the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the 1986 Subordinated Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the 1986 Subordinated Bonds. (b) Exhibits "A" and "B" to the Prior Ordinance are hereby amended in their entireties to read as set forth in Exhibits "A" and "B," respectively, attached hereto. SECTION 6. This Ordinance to Constitute Contract. Upon and in consideration of the purchase and acceptance of the Second 1988 Series Bonds authorized to be issued hereun- der by those who shall hold the same from time to time, this Ordinance shall be deemed to be and shall constitute a con- tract between the City and such Bondholders. The covenants and agreements herein set forth to be performed by the City shall be for the equal and proportionate benefit, protection and security of the Bondholders of any and all of the Second 1988 Series Bonds, all of which shall be of equal rank and without preference, priority or distinction of any of the Second 1988 Series Bonds over any other thereof, except as expressly provided therein and herein. SECTION 7. Authorization and Award of Bonds. Subject and pursuant to the provisions hereof, the Second 1988 Series Bonds are authorized to be issued in the aggre- gate principal amount of $1,000,000, and the sale thereof is hereby awarded to the Purchaser at the purchase price of par. Subject to the payment of the purchase price to the City, the Second 1988 Series Bonds shall be issued in the name of and delivered to the Purchaser. Notwithstanding the foregoing, however, the Second 1988 Series Bonds shall not be sold, issued and delivered unless and until: (1) There shall be filed with the Trustee under the General Ordinance a certificate of the chief financial officer stating that no Default has occurred and is continu- ing under the General Ordinance, and (2) There shall be provided to the City and the Purchaser a certificate of the chief financial officer of the Department that the amount available for debt service on the 1986 Subordinated Bonds, the Repayment Agreement, the Pledge Agreement, the Prior 1988 Bonds and the Second 1988 Series Bonds, during any twelve (12) months out of the eighteen (18) months immediately prior to the issuance of the Second 1988 Series Bonds is at least equal to "1.0 coverage", all as required by Section 18 of the 1986 Subordinated Debt Ordinance, and that no Default has oc- curred and is continuing under the General Ordinance. SECTION 8. Description of Second 1988 Series Bonds. The Second 1988 Series Bonds shall be dated as of the date of delivery, shall bear interest from the date thereof at the Rate of Interest unless adjusted as provided below, payable quarterly on the last day of each December, March, June and September commencing December 31, 1988, and at maturity, and shall mature on April 30, 1990. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months, multiplied by the actual number of days elapsed for the applicable period. A. The Rate of Interest borne by the Second 1988 Series Bonds shall be subject to adjustment as follows: (i) Change -in Maximum Corporate Tax Rate. If the Code as in effect on the date of this Ordinance is amended from time to time such that the maximum federal corporate income tax rate for Barnett Banks, Inc. during any period in which interest is accruing, shall be other than 34% for 1988 and subsequent years, then the Rate of Interest during such period shall be modified by multiplying the Rate of Interest by a fraction equal to 1 - A, where A 1 - B equals the maximum marginal corporate income tax rate then in effect and B equals the immediately preceding maximum marginal corporate income tax rate. (ii) Loss of Federal Income Tax Deduction for State Income Taxes. If the Code as in effect on the date of this Ordinance is amended from time to time such that the federal income tax deduction of Barnett Banks, Inc. for state income taxes paid on the interest payments received on the Second 1988 Series Bonds during any period is reduced then the Rate of Interest shall be increased during such period by an amount equal to A x B x C x D where: (a) A equals the fraction (expressed as a decimal) of the total state income tax disallowed as a result of such tax law change; (b) B equals the rate of the applicable state income tax (expressed as a decimal); (c) C equals the maximum federal corporate tax rate then in effect (expressed as a decimal); and (d) D equals the Rate of Interest on the Second 1988 Series Bonds (expressed as a percen- tage) immediately prior to such calculation. (iii) Partial Taxability. If the Code as in effect on the date of this Ordinance is amended from time to time such that the interest payments received under the Second 1988 Series Bonds during any period become partially inclu- dible in the gross income of Barnett Banks, Inc. for fed- eral income tax purposes then the Rate of Interest shall be increased during such period by an amount equal to: (A - B) x C where: (a) A equals the Prime Rate in effect on the date of issuance and delivery of the Second 1988 Series Bonds, plus 50 basis points (expressed as a percentage); (b) B equals the Rate of Interest on the Second 1988 Series Bonds (expressed as a percen- tage) immediately prior to such calculation; and (c) C equals the fraction of the Rate of Interest which has become includible in the gross income of the Barnett Banks, Inc. for federal in- come tax purposes as the result of such law change (expressed as a decimal). (iv) Other Change in Tax Laws. If the Code as in effect on the date of this Ordinance is amended from time to time to cause the interest on the Second 1988 Series Bonds to be includible in the gross income of Barnett Banks, Inc. for federal income tax purposes, to be subject to a minimum tax or an alternative minimum tax or otherwise to decrease the after-tax yield on the Second 1988 Series Bonds to Barnett Banks, Inc. (other than because of a change described in (i) through (iii) above, or because of a Determination of Taxability), then the Rate of Interest on the Second 1988 Series Bonds shall be adjusted to cause the interest received by Barnett Banks, Inc. on a consolidated basis after payment of any increase in tax, to equal the in- terest Barnett Banks, Inc. on a consolidated basis would have received in the absence of such change or amendment in the Code. If the Code as in effect on the date of this Ordinance is amended from time to time to increase the after-tax yield on the Second 1988 Series Bonds to Barnett Banks, Inc. on a consolidated basis, then the Rate of Interest borne by the Second 1988 Series Bonds shall be ad- justed to cause the interest received by Barnett Banks, Inc. on a consolidated basis to equal the interest Barnett Banks, Inc. on a consolidated basis would have received in the ab- sence of such change or amendment in the Code. -8- 10471- The above adjustments shall be cumulative, but in no event shall the Rate of Interest on the Second 1988 Series Bonds exceed the Prime Rate in effect on the date of issuance and delivery of the Second 1988 Series Bonds, plus 50 basis points, as a result of any adjustments pursuant to this Section 8A. Each of the above adjustments to the Rate of Interest shall be effective on the effective date of the applicable change in the Code (as in effect on the date of this Ordinance). Interest on the Second 1988 Series Bonds and all other tax rates and interest rates are expressed as annual rates. However, proper partial adjustment shall be made if the Code change is effective after the first day of Barnett Banks, Inc.'s tax year or if interest on the Second 1988 Series Bonds does not accrue for the entire tax year of Barnett Banks, Inc. Adjustments which create a circular calculation because the Rate of Interest on the Second 1988 Series Bonds is affected by the calculation shall be carried out sequentially, adjusting the Rate of Interest accordingly in each successive calculation using as the new value the adjusted Rate of Interest, until the change of the Rate of Interest caused by the next successive calculation of the adjustment is de minimis. If more than one of paragraphs (i) through (iii) apply, the Rate of Interest shall be ad- justed in the order in which listed above. B. Delinquent payments of interest or principal on the Second 1988 Series Bonds shall bear interest at the maximum rate permitted to be charged under applicable law, accruing from the date such payment was due, payable upon demand. Subject to the provisions of this Section 8, the City agrees to indemnify the Bondholder (but solely from funds in the General Reserve Account) to the extent not already provided for herein from and against any and all losses, costs, charges or expenses with respect to any changes in laws, rules, regulations or executive orders, or any determination regarding the classification of the Second 1988 Series Bonds for federal income tax purposes which has the effect of changing the basis of taxation of payments to the Bondholder. The Second 1988 Series Bonds shall be issued as one fully -registered bond in the initial denomination of $1,000,000. SECTION 9. Execution of Second 1988 Series Bonds. The Second 1988 Series Bonds shall be executed in the name of the City by the Mayor or the Vice Mayor of the City and the official seal of the City shall be imprinted, impressed, reproduced or lithographed on the Second 1988 Series Bonds and attested to and countersigned by the Clerk or any Deputy Clerk of the City. The signatures on the Second 1988 Series Bonds may be facsimile, but one officer executing the Second 1988 Series Bonds shall do so by manual signature unless the City appoints an authenticating agent, Registrar or transfer agent who shall be authorized and directed to cause one of its duly authorized officers to manually execute the Second 1988 Series Bonds. In case any officer whose signature shall appear on the Second 1988 Series Bonds shall cease to be such officer before the delivery thereof, such signature shall neverthe- less be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. Any Second 1988 Series Bond may be signed by such persons who hold such offices at the actual time such Second 1988 Series Bond has been duly authenticated and delivered under this Ordinance. If a Registrar or authenticating agent is ap- pointed, the Registrar's certificate of authentication on any Second 1988 Series Bond shall be deemed to have been duly executed if manually signed by an authorized officer of the Registrar or authenticating agent, but it shall not be necessary that the same officer manually sign the certifi- cate of authentication of all of the Second 1988 Series Bonds that may be issued hereunder at any one time. SECTION 10. Negotiability, Registration and Trans- fer of the Second 1988 Series Bonds. The Second 1988 Series Bonds shall be and have all the qualities of certificated securities in registered form and of negotiable securities under the Uniform Commercial Code -- Investment Securities Act of the State of Florida. The Registrar shall keep books for the registration of and for the registration of transfers of Second 1988 Series Bonds as provided in this Ordinance. The transfer of any Second 1988 Series Bonds may be registered only upon such books and only upon surrender thereof to the Registrar together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Registrar. Upon any such reg- istration of transfer the City shall execute and the Registrar shall. authenticate and deliver in exchange for such Second 1988 Series Bond, a new Second 1988 Series Bond or Bonds registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such Second 1988 Series Bond or Bonds so surrendered less amounts redeemed, if any. In all cases in which Second 1988 Series Bonds shall be exchanged, the City shall execute and deliver, at the earliest practicable time, Second 1988 Series Bonds of the same type in accordance with the provisions of this Ordinance. All Second 1988 Series Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Registrar. The City or the Registrar (if other than the City) may make a charge for every such ex- change or registration of transfer of Second 1988 Series Bonds sufficient to reimburse it for any tax or other gov- ernmental charge and out-of-pocket costs required to be paid with respect to such exchange or registration of transfer, but no other charge shall be made to any Bondholder for the privilege of exchanging or registering the transfer of Second 1988 Series Bonds under the provisions of this Ordinance. Neither the City nor the Registrar (if other than the City) shall be required to make any such exchange or registration of transfer of Second 1988 Series Bonds dur- ing the fifteen (15) days immediately preceding any debt service payment date or after notice of redemption of the Second 1988 Series Bonds or any portion thereof has been given pursuant to this Ordinance. SECTION 11. Ownership of Second 1988 Series Bonds. The person in whose name any Bond shall be regis- tered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal, redemption premium, if any, and the interest on any such Second 1988 Series Bonds, shall be made only to or upon the order of the Bondholder thereof or his legal representative. All such payments shall be valid and effec- tual to satisfy and discharge the liability upon such Bond including the premium, if any, and interest thereon to the extent of the sum or sums so paid. -10- IL01 71 SECTION 12. Second 1988 Series Bonds Mutilated, Destroyed, Stolen or Lost. In case any Second 1988 Series Bond shall become mutilated, or be destroyed, stolen or lost, the City may in its discretion cause to be executed and deliver, a new Second 1988 Series Bond of like date and tenor as the Second 1988 Series Bond so mutilated, des- troyed, stolen or lost, in exchange and substitution for such mutilated Second 1988 Series Bond upon surrender and cancellation of such mutilated Second 1988 Series Bond or in lieu of and substitution for the Second 1988 Series Bond destroyed, stolen or lost, and upon the Bondholder furnish- ing the City and the Registrar proof of his ownership thereof and satisfactory indemnity and complying with such other reasonable regulations and conditions as the City and the Registrar may prescribe and paying such expenses as the City and the Registrar may incur. All Second 1988 Series Bonds so surrendered shall be canceled by the City. If any of the Second 1988 Series Bonds shall have matured or be about to mature, instead of issuing a substitute Second 1988 Series Bond, the City may pay the same, upon being indemni- fied as aforesaid, and if such Second 1988 Series Bond be lost, stolen or destroyed, without surrender thereof. Any such duplicate Second 1988 Series Bonds issued pursuant to this Section shall constitute original, addi- tional contractual obligations on the part of the City whether or not the lost, stolen or destroyed Second 1988 Series Bonds be at any time found by anyone, and such dupli- cate Second 1988 Series Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the funds, as hereinafter pledged, to the same extent as all other Second 1988 Series Bonds issued hereunder. SECTION 13. Provisions for Redemption. The Second 1988 Series Bonds shall be subject to redemption, without premium or penalty, in whole or in part, at the option of the City, on any date upon three (3) business days' advance written notice received by the Bondholders thereof; provided, however, that redemption in part shall be in mini- mum amounts of $50,000. The Second 1988 Series Bonds shall also be subject to redemption, at the option of a Bondholder thereof, at par plus accrued interest and without premium or penalty, in whole, ninety (90) days after receipt of notice by the City from such Bondholder that a Determination of Taxability has occurred. SECTION 14. Form of Second 1988 Series Bonds. The text of the Second 1988 Series Bonds and the form of assign- ment shall be in substantially the following form, with such omissions, insertions and variations as may be necessary, desirable, authorized or permitted by this Ordinance or by any subsequent resolution adopted prior to the issuance thereof or as may be necessary to comply with applicable laws, rules and regulations of the United States and of the State of Florida in effect upon the issuance thereof. -11- 1 flri►7� (FORM OF SECOND 1988 SERIES BONDS) No. R-1 $1,000,000 UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BOND, SECOND 1988 SERIES The City of Miami, Florida, a Florida municipal corporation (the "Issuer"), for value received, hereby promises to pay to , as the registered holder hereof, or its legal representatives or registered assigns as hereinafter provided (the "Bondholder"), solely from the sources hereinafter identi- fied, on the 30th day of April, 1990 (or earlier as hereinafter provided), upon presentation and surrender hereof to the Issuer at the address provided below, the principal sum of ONE MILLION DOLLARS in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay, from such sources and in like coin or currency, interest thereon from and including the date hereof until this Bond shall be paid in full at the rate of % per annum, subject to adjust- ment as provided below (the "Rate of Interest"). Such in- terest shall be payable quarterly on the last day of each December, March, June and September, commencing on December 31, 1988, and upon maturity hereof. To the extent permitted by law, any delinquent payments of principal or interest required to be paid hereunder shall bear interest at the maximum rate permitted to be charged under applicable law, accruing from the date such payment was due, payable upon demand. The interest rate payable on this Bond shall be subject to adjustment as follows: (i) Change in Maximum Corporate Tax Rate. If the Internal Revenue Code of 1986 (the "Code"), in effect on September 8, 1988, is amended from time to time such that the maximum federal corporate income tax rate for Barnett Banks, Inc. during any period in which interest is accruing, shall be other than 34% for 1988 and subsequent years, then the interest rate during such period shall be modified by multiplying the Rate of Interest by a fraction equal to 1 - A, where A equals the maximum marginal corporate 1 - B income tax rate then in effect and B equals the immediately preceding maximum marginal corporate income tax rate. (ii) Loss of Federal Income Tax Deduction for State Income Taxes. If the Code, as in effect on September 8, 1988, is amended from time to time such that the federal in- come tax deduction of Barnett Banks, Inc. for state income taxes paid on the interest payments received on this Bond during any period is reduced because of any change in the Code then the Rate of Interest shall be increased during such period by an amount equal to A x B x C x D where: (a) A equals the fraction (expressed as a decimal) of the total state income tax disallowed as a result of such tax law change; -12- 1.0471 - (b) B equals the rate of the applicable state income tax (expressed as a decimal); (c) C equals the maximum federal corporate tax rate then in effect (expressed as a decimal); and (d) D equals the Rate of Interest on this Bond (expressed as a percentage) immediately prior to such calculation. (iii) Partial Taxability. If the Code, as in effect on September 8, 1988, is amended from time to time such that the interest payments received on this Bond during any period become partially includible in the gross income of Barnett Banks, Inc. for federal income tax purposes then the Rate of Interest shall be increased during such period by an amount equal to: (A - B) x C where: (a) A equals the Prime Rate (as defined in the Second 1988 Series Ordinance described below) in effect on the date of issuance and delivery of this Bond plus 50 basis points (expressed as a percentage); (b) B equals the Rate of Interest on this Bond (expressed as a percentage) immediately prior to such calculation; and (c) C equals the fraction of the Rate of Interest which has become includible in the gross income of Barnett Banks, Inc. for federal income tax purposes as the result of such law change (expressed as a decimal). (iv) Other Change in Tax Laws. If the Code, as in effect on September 8, 1988, is amended from time to time to cause the interest on this Bond to be includible in the gross income of Barnett Banks, Inc. for federal income tax purposes, to be subject to a minimum tax or an alternative minimum tax or otherwise to decrease the after-tax yield on this Bond to Barnett Banks, Inc., then the Rate of Interest on this Bond shall be adjusted to cause the interest received by Barnett Banks, Inc. on a consolidated basis, af- ter payment of any increase in tax, to equal the interest Barnett Banks, Inc. on a consolidated basis would have received in the absence of such change or amendment in the Code. If the Code, as in effect on September 8, 1988, is amended from time to time to increase the after-tax yield on this Bond to Barnett Banks, Inc. on a consolidated basis (other than because of a change described in (i) through (iii) above, or because of a Determination of Taxability), then the Rate of Interest borne by this Bond shall be ad- justed to cause the interest received by Barnett Banks, Inc. on a consolidated basis (other than a change described in (i) through (iii) above, or because of a Determination of Taxability) to equal the interest Barnett Banks, Inc. on a consolidated basis would have received in the absence of such change or amendment in the Code. The above adjustments shall be cumulative, but in no event shall the Rate of Interest on this Bond exceed the Prime Rate (as defined in the Second 1988 Series Ordinance described below) in effect on the date of issuance and delivery of this Bond plus 50 basis points (expressed as a percentage) as a result of any adjustments pursuant to paragraphs (i), (ii), (iii) or (iv) hereof. The above ad- justments to the Rate of Interest shall be effective on the -13- 4'i-A*-da. effective date of the applicable change in the Code. Interest on this Bond and all other tax rates and interest rates are expressed as annual rates. However, proper par- tial adjustment shall be made if the Code change is effec- tive after the first day of Barnett Banks, Inc.'s tax year or if interest on this Bond does not accrue for the entire tax year of Barnett Banks, Inc. Adjustments which create a circular calculation because the Rate of Interest on this Bond is affected by the calculation shall be carried out sequentially, adjusting the Rate of Interest accordingly in each successive calculation using as the new value the ad- justed Rate of Interest, until the change on the Rate of Interest caused by the next successive calculation of the adjustment is de minimis. If more than one of paragraphs (i) through (iii) apply, the Rate of Interest shall be ad- justed in the order in which listed above. All payments of interest on this Bond (other than the final installment of principal hereon) will be paid by check mailed or wire sent to the Bondholder hereof at its address as it appears on the registration books of the Issuer, or elsewhere as shall be directed by the Bondholder hereof. Payment of the final installment of principal hereon shall be made upon surrender hereof to the City at City Hall, 3500 Pan American Drive, Miami, Florida. Interest due through any date for a payment of interest hereunder shall be that interest to the extent accrued through the interest payment date. This Bond is issued to finance the acquisition of land for parking purposes (the "Project") pursuant to the authority of and in full compliance with the laws of the State of Florida, including particularly, the Charter of the City (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Chapter 166, Florida Statutes; Ordinance No. 10115 (the "General Ordinance") adopted on June 26, 1986, and Ordinance No. enacted on September _, 1988 (the "Second 1988 Series Ordinance"). This Bond is issued in compliance with Section 18 of Ordinance No. 10186 of the City, enacted on December 11, 1986 (the "1986 Subordinated Debt Ordinance"), and Ordinance No. 10423 of the City, enacted on April 14, 1988, as amended by the Second 1988 Series Ordinance (the "Prior 1988 Ordinance"). The General Ordinance, the 1986 Subordinated Debt Ordinance, the Prior 1988 Ordinance and the Second 1988 Series Ordinance are col- lectively referred to herein as the "Ordinances." This Bond is subject to all terms and conditions of the Ordinances, and capitalized terms not otherwise defined herein shall have the same meanings as ascribed to them in the Second 1988 Series Ordinance or the General Ordinance. This Bond and the interest hereon is payable from and secured solely by a lien upon and pledge of all moneys from time to time in (i) the General Reserve Account esta- blished pursuant to the General Ordinance, subject and subordinate to the lien on such moneys of the City's $16,275,000 Parking System Revenue Bonds, Series 1986 (the "Senior Bonds"), and on a parity with the City's $2,000,000 Subordinated Parking System Bonds, Series 1986, the obliga- tions of the City under a Repayment Agreement and a Pledge Agreement, both dated as of December 30, 1986, and both between the City and Sun Bank/Miami, N.A., and the City's $2,500,000 Subordinated Parking System Revenue Bonds, Series 1988, all as more fully described in the Ordinances, and (ii) the Acquisition Account created by the Second 1988 Series Ordinance and held by the City's Department of Offstreet Parking, as described in the Second 1988 Series -14- 104 71, Ordinance. Reference is made to the Ordinances for the provisions, among others, relating to the terms, lien and security for this Bond, the application of the proceeds of this Bond, the rights and remedies of the Bondholder of this Bond, and the extent of and limitations on the City's rights, duties, and obligations, to all of which provisions the Bondholder assents by acceptance hereof. This Bond shall not be deemed to constitute a gen- eral indebtedness or obligation or pledge of the faith and credit of the City, the State of Florida or any other polit- ical subdivision thereof within the meaning of any constitu- tional, legislative, charter or ordinance provision or limi- tation, and it is expressly agreed by the Bondholder of this Bond that such Bondholder shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City or any other politi- cal subdivision of the State of Florida or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on this Bond or for the payment of any other amounts provided for in the Ordinances. It is further agreed by the City and the Bondholder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien on any property of or in the City, including, but not limited to, the Project, but shall constitute a lien only on the moneys described above, in the manner provided in the Ordinances. This Bond is subject to redemption prior to its maturity at the option of the City in whole or in part on any date, without premium or penalty, upon three (3) busi- ness days' advance written notice received by the Bondholder hereof; provided, however, that redemptions in part shall be in minimum amounts of $50,000. This Bond shall be subject to redemption, at the option of the Bondholder, prior to its stated date of mat- urity, in whole, at par plus accrued interest to the date fixed for redemption, without premium or penalty, ninety (90) days after receipt by the City of written notice from the Bondholder of the occurrence of a Determination of Taxability, as that term is defined in the Second 1988 Series Ordinance. The registration of this Bond may be transferred upon the registration books upon delivery to the City, or if a separate registrar has been appointed by the City, to such registrar, accompanied by a written instrument or instru- ments of transfer in form and with guaranty of signatures satisfactory to the duly authorized registrar of the City, duly executed by the Bondholder of this Bond or by his attorney -in -fact or legal representative, containing written instructions as to the detail of transfer of this Bond, along with the social security number or federal employer identification of such transferee. In all cases of a trans- fer of this Bond, the City, or if a separate registrar has been appointed by the City, such registrar, shall at the earliest practical time according to the provisions of the Second 1988 Series Ordinance enter the transfer of ownership in the registration books and shall deliver in the name of the transferee a new fully registered certificate of the same maturity and of authorized denomination or denomina- tions, for the same aggregate principal amount and payable from the same sources of funds. The City may charge the Bondholder of this Bond for the registration of every such transfer of this Bond sufficient to reimburse it for any -15- -2 11.Av- tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registra- tion of such transfer, and may require that such amounts be paid before any new such Bond shall be delivered. If the date for payment of the principal of, pre- mium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Miami, Florida, are authorized by law or exe- cutive order to close, then the date for such payment shall be the immediately preceding day which is not a Saturday, Sunday, legal holiday or a day on which such banking insti- tutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nomi- nal day of payment. This Bond is and has all the qualities of certifi- cated securities in registered form and of negotiable securities under the Uniform Commercial Code -- Investment Securities Law of the State of Florida. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in connection with the is- suance of this Bond exist, have happened and have been per- formed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of this Bond does not violate any constitutional, statutory or charter limitation or provision. This Bond shall bind the City and its successors and assigns, and the benefits hereof shall inure to the payee hereof and its successors and assigns. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Bond and has caused the same to be executed by its Mayor and attested by its City Clerk, and its seal to be impressed hereon, all as of the day of 1988. CITY OF MIAMI, FLORIDA (SEAL) By Mayor ATTEST: By City Clerk APPROVED AS TO FORM: By City Attorney -16- 1047 ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Bond and all rights thereunder, and hereby ir- revocably constitutes and appoints (the "Transferee') as attorney to register the transfer of the within Bond on the books kept for registration and reg- istration of transfer hereof, with full power of substitu- tion in the premises. Date: Signature Guaranteed: Bondholder NOTICE: Signature(s) must NOTICE: No transfer will be be guaranteed by a member registered and no new Revenue firm of the New York Bond will be issued in the Stock Exchange or a name of the Transferee, unless commercial bank or the signature(s) to this assignment a trust company. correspond(s) with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [END OF BOND FORM] SECTION 15. Application of Provisions of the General Ordinance. The Second 1988 Series Bonds, herein authorized, shall for all purposes (except as herein ex- pressly provided) be considered to be issued in accordance with the provisions of the General Ordinance, and shall be entitled to all the protection and security provided therein for Subordinated Debt. SECTION 16. Application of Second 1988 Series Bond Proceeds. Proceeds from the sale of the Second 1988 Series Bonds shall be applied by the City simultaneously with the delivery thereof as follows: A. An amount equal to the legal expenses, fiscal expenses, administrative expenses and such other expenses as may be necessary or incidental to the issuance of the Second 1988 Series Bonds shall be used by the City to pay such expenses. B. The balance of said proceeds shall be depo- sited to the credit of the Acquisition Account hereinafter -17- 10471 created and established and used solely for the purposes therein provided. SECTION 17. Acquisition Account. The "City of Miami Subordinated Parking System Revenue Bonds, Second Series 1988 Acquisition Account" (the "Acquisition Account") is hereby established. Moneys in the Acquisition Account shall be held separate and apart from other funds and ac- counts of the City, and the funds on deposit therein shall be withdrawn, used and applied by the Department solely for the payment of costs related to the acquisition of the Project and purposes incidental thereto, or for the repayment of the Second 1988 Series Bonds as provided herein. All such moneys shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such funds in favor of the Bondholders until applied as herein provided. Any funds deposited in the Acquisition Account that, in the opinion of the Department, are not immediately necessary for expenditure, may be invested and reinvested in Permitted Investments which shall mature or be redeemable at not less than par on or before the dates on which such funds are estimated to be needed. All income derived from invest- ment of funds in the Acquisition Account shall be deposited therein and shall be used to pay costs associated with com- pletion of the acquisition of the Project or as otherwise provided herein. The City covenants to commence the acquisition of the Project promptly upon delivery of the Second 1988 Series Bonds and thereafter to work with due diligence to complete the Project. When the acquisition of the Project has been completed and all costs of same have been paid in full or provision for payment thereof has been duly made or provided for, all funds remaining in the Acquisition Account, if any, shall be segregated and deposited in a separate account and used and applied at the earliest possible date to redeem all or any portion of the principal amount of the Second 1988 Series Bonds then outstanding. SECTION 18. Limited Obligations of the City. The Second 1988 Series Bonds shall not be or constitute a gen- eral obligation or indebtedness of the City, the State of Florida or any political subdivision thereof within the meaning of the Constitution of the State of Florida or any legislative charter or ordinance provision or limitation, but shall be payable solely from and secured by a lien upon and pledge of all moneys from time to time in the General Reserve Account and the Acquisition Account. No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City or any other political sub- division of the State of Florida or taxation in any form on any property to pay the Second 1988 Series Bonds or the in- terest thereon, nor shall any such Bondholder be entitled to payment of such principal and interest or premium thereon from any other fund of the City except funds in the General Reserve Account or the Acquisition Account as herein provided. No lien or encumbrance on or security interest in the Project shall be granted in favor of the Bondholders. SECTION 19. Covenants of the City. Until the principal of and interest on the Second 1988 Series Bonds are fully paid, the City covenants with the Bondholders from time to time thereof as follows: A. Pledge. The payment of the principal of, pre- mium, if any, and interest on the Second 1988 Series Bonds shall be secured forthwith equally and ratably by an irrevo- 10471 .,w cable lien on and pledge of all moneys from time to time (i) in the General Reserve Account created pursuant to the General Ordinance, subject and subordinate to the pledge thereof to the Senior Bonds and on a parity with the pledge thereof to the 1986 Subordinated Bonds, the obligations of the City with respect to the Repayment Agreement and the Pledge Agreement, and the Prior 1988 Bonds, and (ii) in the Acquisition Account. B. Rates and Charges. The City, through the Department, shall fix, charge and collect rates, fees, ren- tals and charges for the use of the Parking System, and shall revise such rates, fees, rentals and charges as often as may be necessary or appropriate, to produce Revenues in each Fiscal Year at least equal to the sum of (a) Current Expenses for such Fiscal Year, plus (b) 125% of the amount necessary during such Fiscal Year to pay the principal and interest coming due on the Senior Bonds, plus (c) 100% of the amount necessary during such Fiscal Year to pay the principal and interest coming due on the 1986 Subordinated Bonds, plus (d) 150% of the interest payments coming due during such Fiscal Year on the Prior 1988 Bonds and the Second 1988 Series Bonds, plus (e) 125% of the principal and interest payments coming due during such Fiscal Year on any other indebtedness permitted in compliance herewith, plus (f) the amounts required to be deposited in the Reserve Account under the General Ordinance, if any, for such Fiscal Year. If, in any Fiscal Year, the Revenues are not suffi- cient to meet the requirements of the preceding paragraph, the City, through the Department, will take action to revise the rates, fees, rentals and charges, to alter the methods of operation, or take whatever other action is necessary to produce the amount so required in such period. If the financial statements for the Department for any Fiscal Year indicate that the requirements set forth in this Section 19B have not been satisfied, then, within fif- teen (15) days of the receipt of the financial statements by the Department, the City, through the Department, will em- ploy a Parking Consultant to review and analyze the finan- cial status and the administration and operations of the Parking System, to inspect the properties constituting the Parking System and to submit to the City, the Department and the Purchaser, if the Purchaser is a Bondholder at such time, within sixty (60) days thereafter, a written report on the same, including the action taken by the City, through the Department, with respect to the revision of the rates, fees, rentals and charges, which report may contain recom- mendations of further revisions of the rates, fees, rentals, charges and methods of operation of the Parking System that will result in producing the amount so required during the ensuing Fiscal Year. Promptly upon its receipt of such recommendations, the Department will transmit copies thereof to the City Commission and will take such further action as is then in the best interests of the City and its citizens and those of the Bondholders. In the event that the City fails to take the ac- tions described in this Section 19B, the Bondholders may in- stitute and prosecute an action or proceeding in any court having jurisdiction in Dade County, Florida, or before any board or commission having jurisdiction, to compel the City to comply with the requirements of this Section 19B. C. Additional Indebtedness. So long as the Second 1988 Series Bonds remain Outstanding, the City shall not issue additional indebtedness having a lien on the -19- IL0471. moneys in the General Reserve Account or any other fund or account created under the General Ordinance of equal or prior dignity to that of the Bondholders hereunder without the prior written consent of the registered owners of all Second 1988 Series Bonds then Outstanding, which may be given or withheld in the sole discretion of such registered owners. Notwithstanding the immediately preceding sentence, however, nothing herein shall be construed to prohibit the City from issuing obligations to refund the Senior Bonds or the 1986 Subordinated Bonds or the Prior 1988 Bonds so long as during the period for which any Second 1988 Series Bonds remain Outstanding, the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the Senior Bonds does not exceed the amount of principal and in- terest due during such Fiscal Year on the Senior Bonds, and the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the 1986 Subordinated Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the 1986 Subordinated Bonds, and the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the Prior 1988 Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the Prior 1988 Bonds. D. Operating Funds. So long as the Second 1988 Series Bonds remain Outstanding, the Department will conti- nue to follow its policy of maintaining capital for the operation and capital improvements required for the Parking System as reflected in the minutes of the meeting of the Department. E. Payment of Principal, Interest and Premium. The City, through the Department, shall cause to be paid, when due, the principal of (whether at maturity, by acceler- ation, by call for redemption or otherwise) and the premium, if any, and interest on the Senior Bonds, the 1986 Subordinated Bonds, the Prior 1988 Bonds and the Second 1988 Series Bonds at the places, on the dates and in the manner provided in the General Ordinance, the 1986 Subordinated Debt Ordinance, the Prior Ordinance and this Ordinance, respectively, according to the true intent and meaning thereof. F. Operation of Parking System. The Department shall establish and enforce reasonable rules and regulations governing the operation and use of the Parking System, oper- ate the Parking System in an efficient and economical man- ner, maintain the properties constituting the Parking System in good repair and in sound operating condition for so long as the same are necessary to the operation of the Parking System upon a revenue -producing basis, and comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body that are applicable to the Parking System. G. Free Use. No use of the facilities of the Parking System shall be permitted without compensation. H. Records, Accounts and Audits. The Department shall keep the funds, accounts, money and investments of the Parking System separate from all other funds, accounts, money and investments of the Department and shall keep ac- curate records and accounts of all items of costs and of all expenditures relating to the Parking System and of the Revenues collected and the application of such Revenues. I. Insurance. So long as any Senior Bond is Outstanding, the Department shall purchase and maintain in- surance covering such properties belonging to the Parking -20- r 104'71 System as required under the General Ordinance. If all the Senior Bonds shall no longer be Outstanding, then, in such event, the Department shall purchase and maintain such in- surance covering such properties belonging to the Parking System as are customarily insured against loss or damage from such causes as are customarily insured against by en- terprises of a similar nature, business interruption in- surance, use and occupancy insurance and comprehensive gen- eral liability insurance on the Parking System for bodily injury and property damage. Such protection may consist of insurance, self-insurance and/or indemnities. Any insurance required hereunder shall be in the form of policies or con- tracts for insurance with insurers of good standing, shall be payable to the City and may provide for such deductibles, exclusions, limitations, restrictions, and restrictive en- dorsements customary in policies for similar coverage issued to entities operating properties similar to the properties of the Parking System. Any self insurance shall be in the amounts, manner and of the type provided by entities operat- ing properties similar to the properties of the Parking System. J. Notice of Taking; Cooperation of Parties. I£ any public authority or entity attempts to take or damage all or any part of the Parking System through Eminent Domain proceedings or through public referendum, the City and the Department shall take prompt and appropriate measures to protect and enforce their rights and interests and those of the Bondholders in connection with such proceedings. Upon receiving notice of the institution of Eminent Domain proceedings by any public instrumentality, body, agency or officer or the reinstitution of a public referendum, the Department shall deliver written notice thereof to the Purchaser (if it remains a Bondholder at such time). The Net Proceeds of any award or compensation resulting from Eminent Domain proceedings shall be applied in accordance with the provisions of Section 710(a) of the General Ordinance. K. Compliance with Applicable Law. So long as any Second 1988 Series Bond is Outstanding, the City and the Department shall comply or cause there to be compliance with all applicable laws, orders, rules, regulations and require- ments of any municipal or other governmental authority hav- ing jurisdiction relating to the construction, use and oper- ation of the Parking System. Nothing contained in this Section 19K shall prevent the City and the Department from contesting in good faith the applicability or validity of any law, ordinance, order, rule, regulation, or requirement, so long as their failure to comply with the same during the period of such contest will not materially impair the opera- tion or the revenue -producing capability of the Parking System. L. Payment of Charges and Covenant Against Encumbrances. Except as provided in the General Ordinance, the 1986 Subordinated Debt Ordinance, the Prior Ordinance (as amended herein), or in this Ordinance, the City and the Department shall not create or suffer to be created any lien or charge upon the Parking System or any part thereof, or on the Revenues. The City and the Department shall pay or cause to be discharged, or shall make adequate provision to satisfy and discharge, within 60 days after the same become due and payable, all lawful costs, expenses, liabilities and charges relating to the maintenance, repair, replacement or improvement of the properties constituting the Parking System and the operation of the Parking System and lawful claims and demands for labor, materials, supplies or other -21- 0�471, objects that might by law become a lien upon the Parking System or Revenues if unpaid. Nothing contained in this Section shall require the City or the Department to pay or cause to be discharged, or make provision for the payment, satisfaction and discharge of, any lien, charge, cost, lia- bility, claim or demand so long as the validity thereof is contested in good faith and by appropriate legal proceedings. M. Disposition of Parking System. Except as pro- vided in Section 713 of the General Ordinance, the Department shall not sell or otherwise dispose of all or any part of the properties constituting the Parking System. N. Further Instruments and Actions. The City and the Board shall, from time to time, execute and deliver such further instruments or take such further actions as may be required to carry out the purposes of this Ordinance. 0. Monitoring Covenant. The Department shall provide to the Purchaser, simultaneously with delivery to the Trustee (or any other party authorized to receive the same pursuant to any documents related to any obligations issued to refund the Senior Bonds), all notices, reports, budgets, financial statements, pro forma statements, records, audits, opinions, certificates or instruments required in the General Ordinance (or any documents related to any obligations issued to refund the Senior Bonds) unless the delivery of any such notices, reports, budgets, finan- cial statements, pro forma statements, records, audits, opinions, certificates or instruments is waived or deemed waived by the Trustee (or such other party). SECTION 20. Events of Default. Each of the fol- lowing events is hereby declared an "Event of Default": (a) payment of the principal of and the redemption premium, if any, on any of the Senior Bonds, the 1986 Subordinated Bonds, the Prior 1988 Bonds or the Second 1988 Series Bonds is not made when the same is due and payable, either at mat- urity or by redemption or otherwise; I (b) payment of the interest on any of the Senior Bonds, 1986 Subordinated Bonds, the Prior 1988 Bonds or the Second 1988 Series Bonds is not made when the same is due and payable; (c) final judgment for the payment of money is rendered against the City or the Department as a result of the ownership, control or operation of the Parking System, and any such judgment is not discharged within sixty (60) days from the date of entry thereof or an appeal is not 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; (d) the City or the Department: (i) becomes insolvent or the subject of insolvency proceedings; or (ii) is unable, or admits in writing its inabil- ity, to pay its debts as they mature; or (iii) makes a general assignment for the benefit of creditors or to an agent authorized to liquidate any substantial amount of its property; or (iv) files a petition or other pleading seeking reorganization, composition, readjustment, or liquidation of assets, or requesting similar relief; or (v) applies to a court for the appoint- ment of a receiver or it or for the whole or any part of the Parking System; or (vi) has a receiver or liquidator appointed for it or for the whole or any part of the Parking System (with or without the consent of the City or the Department) and such receiver is not discharged within ninety (90) con- secutive days after his appointment; or (vii) becomes the subject of an "order for relief" within the meaning of the United States Bankruptcy Code; or (viii) files an answer to a creditor's petition admitting the material allegations thereof for liquidation, reorganization, readjustment or composition or to effect a plan or other arrange- ment with creditors or fail to have such petition dismissed within sixty (60) consecutive days after the same is filed against the City or the Department; (e) the City or the Department defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provi- sions contained in the General Ordinance, the 1986 Subordinated Debt Ordinance, the Prior Ordinance, as amended, or in this Ordinance, and such default continues for sixty (60) days after receipt by the City or the Department of a written notice from the Trustee (or, from the Purchaser, in the case of such default under the Prior Ordinance, as amended, or this Ordinance) specifying such default and requesting that it be corrected, provided that if prior to the expiration of such sixty-day period the City or the Department institutes action reas- onably designed to cure such default, no "Event of Default" shall be deemed to have occurred upon the expiration of such sixty-day period for so long as the City or the Department pursues such curative action with reasonable diligence. SECTION 21. Acceleration of Maturities. Upon the I happening and continuance of any Event of Default specified in Section 20 hereof, the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then Outstanding, may, by a notice in writing to the City and the Department, declare the principal of all of the Second 1988 Series 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 Second 1988 Series Bonds or in this Ordinance to the contrary notwithstanding. If all such Events of Default which have occurred hereunder have been satisfied after the principal of and interest on the Second 1988 Series Bonds have been declared to be due and payable and before the entry of final judgment or decree in any suit, action or proceeding insti- tuted on account of such default, or before the completion of the enforcement of any other remedy under this Ordinance, then and in every such case the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then Outstanding shall, by written notice to the City and the Department, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or im- pair any right consequent thereon. SECTION 22. Remedies. In addition to any remedies then available to the Bondholders under this Ordinance and under State and federal law, upon the occurrence of an Event -23- 10471: of Default the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then out- standing may: (a) Upon the filing of a suit or other com- mencement of judicial proceedings to enforce their rights under this Ordinance, the Bondholders shall be entitled, as a matter of right, to the extent permitted by law, to the appointment of a receiver or receivers of the Parking System pending such proceedings, with such powers as the court making such appointments confers. (b) Take whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due or to enforce observance or performance of any covenant, condition or agreement of the City and the Department under this Ordinance. SECTION 23. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Section 20 hereof, the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then outstanding may, proceed to protect and enforce the rights of the Bondholders under federal or State law or under this Ordinance 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 of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Bondholders shall deem most effectual to protect and enforce such rights. SECTION 24. Effect of Discontinuance of Proceedings. If any proceeding taken by the Bondholders on account of any Event of Default is discontinued or abandoned for any reason, then and in every such case, the City, the Board, the Department, and the Bondholders shall be restored to their former positions and rights hereunder. SECTION 25. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Bondholders 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 hereun- der or now or hereafter existing at law or in equity. SECTION 26. Delay Not a Waiver. No delay or omis- sion by any Bondholder in the exercise of 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 any acquiescence therein, and every power or remedy given by this Ordinance to the Bondholders may be exercised from time to time and as often as may be deemed expedient. SECTION 27. Right to Enforce Payment of Second 1988 Series Bonds Unimpaired. Nothing herein shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on his Second 1988 Series Bonds or the obligation of the City and the Department to pay the principal of and interest on each Second 1988 Series Bond to the Bondholder thereof at the time and place speci- fied in said Second 1988 Series Bond. SECTION 28. Defeasance. If, at any time, the City shall have paid, or shall have made Provision for Payment (as hereafter defined) of, the principal, interest and -24- redemption premiums, if any, with respect to the Second 1988 Series Bonds, then, and in that event, the lien of the Bondholders shall be transferred to the funds invested in the Government Obligations providing for the Provision for Payment, and the Bondholders' pledge of and lien on the moneys in the General Reserve Account and the Acquisition Account, if any, shall thereupon be released and of no fur- ther effect. For purposes hereof, "Provision for Payment" shall mean deposit of sufficient cash and/or principal of Government Obligations in an irrevocable trust with a bank- ing institution or trust company, for the sole benefit of the Bondholders, to make timely payment of the principal, interest, and redemption premiums, if any, through the date of redemption on the Outstanding Second 1988 Series Bonds. Nothing herein shall be deemed to require the City to call any of the Outstanding Second 1988 Series Bonds for redemp- tion prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the City in determining whether to exercise any such option for early redemption. Notwithstanding anything in this Section 28 to the contrary, however, the obligations of the City under Section 29 hereof shall remain in full force and effect until such time as such obligations are fully satisfied. SECTION 29. Compliance with Tax Requirements. The City hereby covenants and agrees, for the benefit of the Bondholders from time to time of the Second 1988 Series Bonds, to comply with the requirements applicable to it con- tained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code, or any successor provisions to the extent necessary to preserve the exclusion of interest on the Second 1988 Series Bonds from gross income for federal in- come tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City coven- ants and agrees: (1) to pay to the United States of America from any legally available funds, at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all nonpurpose investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose investments were invested at a rate equal to the yield on the Second 1988 Series Bonds, plus any income attributable to such excess (the "Rebate Amount"); (2) to maintain and retain all records per- taining to and to be responsible for making or causing to be made all determinations and calcula- tions of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; (3) to refrain from using proceeds from the Second 1988 Series Bonds in a manner that would cause the Second 1988 Series Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and (4) to refrain from taking any action that would cause the Second 1988 Series Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. -25- IL0471 The City understands that the foregoing covenants impose continuing obligations on the City to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. SECTION 30. General Reserve Account. Subject to the provisions of this Section 30 and Section 21 of the 1986 Subordinated Debt Ordinance, all Revenues shall be held and applied pursuant to the General Ordinance, including but not limited to, the manner provided in Articles V, VI and VII thereof. Until payment in full of the principal of and in- terest on the Second 1988 Series Bonds, the City shall con- tinue to maintain the General Reserve Account. After making the transfers set forth in the first paragraph of Section 509 of the General Ordinance, the City shall thereupon apply any amounts remaining in the General Reserve Account to secure and pay Subordinated Debt, and then, at its option, may apply any amounts remaining in the General Reserve Account for any one or more of the following purposes but not necessarily in the following order (1) for any purpose for which money in the Construction Fund, the Renewal and Replacement Account and the Revenue Account may be used; (2) the purchase or redemption of Senior Bonds; (3) to secure and pay the classes of indebtedness described in Section 717 of the General Ordinance; and (4) to pay all or any part of the cost of additions, extensions and improve- ments to the Parking System. SECTION 31. City, Board, Department and Bond Bondholders Alone Have Rights Under Ordinance. Except as otherwise expressly provided herein, nothing in this Ordinance, express or implied, is intended or shall be con- strued to confer upon any person, firm or corporation, other than the City, the Board (as defined in the General Ordinance), the Department, the Bondholders of the Second 1988 Series Bonds issued under and secured by this Ordinance, any right, remedy or claim, legal or equitable, under or by reason of this Ordinance. This Ordinance is in- tended to be for the sole and exclusive benefit of the City, the Board, the Department and the Bondholders. SECTION 32. Registrar and Paying Agent. The City shall act as the initial Registrar and Paying Agent with respect to the Second 1988 Series Bonds, and may name suc- cessor or additional Registrars and Paying Agents by subse- quent ordinance or resolution. The City shall provide the Bondholders of notice of appointment of any successor or ad- ditional Registrars and Paying Agents. SECTION 33. Authorizations. The Mayor, the Vice Mayor, the City Manager, any Assistant City Manager, the Clerk, any Deputy Clerk and their designees are each desig- nated as agents of the City in connection with the sale, is- suance and delivery of the Second 1988 Series Bonds and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the sale, execu- tion, issuance and delivery of the Second 1988 Series Bonds and which are not inconsistent with the terms and provisions of this Ordinance. SECTION 34. Modification or Amendment. This Ordinance may be modified and amended and all appropriate blanks appearing herein may be completed by the City from time to time prior to the issuance of the Second 1988 Series Bonds. Thereafter, no modification or amendment of this -26- IL0471' Ordinance or of any resolution or ordinance amendatory hereof or supplemental hereto materially adverse to the hol- ders of the Second 1988 Series Bonds may be made without the consent in writing of the owners of not less than a majority in aggregate principal amount of the Outstanding Second 1988 Series Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Second 1988 Series Bonds or a reduction in the Rate of Interest thereon (except pur- suant to Section 8A hereof), (b) in the amount of the prin- cipal obligation of any Second 1988 Series Bond, (c) that would affect the unconditional promise of the City to levy fees, rates, charges and rentals of the Parking System as herein provided, or (d) that would reduce such percentage of Bondholders of the Second 1988 Series Bonds required above for such modifications or amendments, without the consent of all of the Bondholders of the Second 1988 Series Bonds. For the purpose of Bondholders' voting rights or consents, the Second 1988 Series Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. SECTION 35. Recitals in Preamble. The recitals contained in the preamble to this Ordinance are incorporated herein by this reference thereto and are adopted as if fully set forth in this Section 35. SECTION 36. Controlling Law; Members of Commission and Officials of City not Liable. All covenants, stipula- tions, obligations and agreements of the City contained in this Ordinance shall be deemed to be covenants, stipula- tions, obligations and agreements of the City and the Department to the full extent authorized and provided by the Constitution and laws of the State of Florida. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City Commission or the City or the Department or the Board in his individual capacity, and neither the members of the City Commission, the members of the Board nor any offi- cial executing the Second 1988 Series Bonds shall be liable personally on the Second 1988 Series Bonds or this Ordinance or shall be subject to any personal liability or accounta- bility by reason of the issuance or the execution by the City Commission or such members thereof. SECTION 37. Severability. If any one or more of the covenants, agreements or provisions of this Ordinance should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Ordinance or of the Second 1988 Series Bonds issued hereunder. -27- IL()4?i 1` SECTION 38. Effective Date. This Ordinance shall become effective immediately upon its enactment. PASSED AND ADOPTED this 8th day of September, 1988. XAVIER L. SUAREZ, MAYOR ATT T- MATTY HIRAI, CITY CLERK Approved as to form and correctness: 1 i I Jor a L. err4andez j Cit( Attorne Prepared and Approved By: Robert F. Clark Chief Deputy City Attorney I, Mntty Hirai, Clerk of the City of Mi. n ' F1 l cla, hereby certify th^t on the_61 clay of .--- A. D. 19 f La Cult, copy of the ,,bave and f:;rc,$nin,g ni-din-ince p.ratotl nt the S)1►th Door of tl►c. 1?title Cn►lnt, C %,rt at t.iie pai.c provided for rl-Aices :Intl p%thli ;iti ins by attach i:I,", said copy to the plate provitlk_' 1 ti►er4f:lr. �Vi'1'�1:tiJ *land ud ile ffici.►l se►11 of sail City tllis—/ day of . na 19.1 ity Clerk 273870014ord:90 ,104,71 EXHIBIT A PARKING IMPROVEMENT PROGRA24 The Parking Improvement Program currently consists of the following parcels: o Lots A, B, C, and D which are owned by the City of Miami and currently leased to the Department of Off -Street Parking. o Lots E, H and G which are owned by Gran Central Corporation and the lease is currently being negotiated. o Lot I is owned by Daniel Arias and a lease has been exe- cuted by and between the Department of Off -Street Parking and the owner. o Lot L is owned by the Central Baptist Church of Miami, Florida, Inc. and the Department of Off -Street Parking is currently negotiating a lease. o The Department is also considering other locations for improvements. The Subordinated Parking System Revenue Bonds, Series 1988 funds (to the extent that these funds are available), will be used to pay the cost or a por- tion thereof for the construction of such facilities, including without limitation, the acquisition of a por- tion of the parcels described below and construction of parking improvements thereon: Legal Description (1461 S.W. 8th Street) Lots 11, 12 and 13, less south 10 feet, Block 104, Lawrence Estate Land Co. Sub., Plat Book 2, Page 46, Dade County, Florida. Legal Description (1435 and 1453 S.W. 8th Street) Lots 14, 15 and 16, less south 10 feet and less the east 6 inches, Block 104, Lawrence Estate Land Co. Sub., Plat Book 2, Page 46, Dade County, Florida. 273870014ExA:9O Ordinance No. 10471 -29- "Imm►, �rrr i WWWWW � mum,mll" i • rrrrrrrrrr ��. �� ter.• �+.— , �� r� rrrrrrrrrt .Ttt'/1 posy t ACO.{ 1SAUGA 1 11 Mh uuami n OWM4 3TATOO C►dl'uAAt CtMTRA ►_, 44 I WM CFAL LOT s ,0 -GAA O1AaM10 umn�� N�inmri unmet MINI IM-1IIII Ordinance No. 10471 104'71, EXHIBIT B Legal description of parcels to be purchased located at 26-30 Northwest Third Street, Miami, Florida. Lots Three (3) and Four (4), Block Ninety - Seven North (97N), of the City of Miami North, according to the Plat thereof recorded in Plat Book B, at page 41, of the Public Records of Dade County, Florida; Together with the two industrial warehouse buildings and improvements situate thereon, known as and located at Number 26 and Number 30 N.W. 3rd Street, in Miami, Florida. i N.C. s st Ordinance No. 10471 -32- 10471. EXHIBIT "I" Legal Description (1461 S.W. 8th Street) Lots 11, 12 and 13, less south 10 feet, Block 104, Lawrence Estate Land Co. Sub., Plat Book 2, Page 46, Dade County, Florida. Legal Description (1435 and 1453 S.W. 8th Street) Lots 14, 15 and 16, less south 10 feet and less the east 6 inches, Block 104, Lawrence Estate Land Co. Sub., Plat Book 2, Page 46, Dade County, Florida. 27387OO14ExI:90 Ordinance No. 10471 -33- A A TO: Honorable Mayor and Members of the City Commission DATE: August 24, 1988 FROM: John J. Mulvena SUBJECT: Executive Directo Department of OffMtreet Park ng APPROVAL OF AN EMERGENCY ORDINANCE FOR THE FINANCING OF THE CONSTRUCTION OF PUBLIC PARKING FACILITIES IN THE VICINITY OF THE LATIN QUARTER AND FOR THE PURCHASE OF TWO PARCELS OF LAND TO BE USED FOR THE PROPOSED LATIN•QUARTER SPECIALTY CENTER Recommendation It is recommended that the City Commission approve an emergency ordinance authorizing the issuance of $1,000,000 of Subordinated Parking System Revenue. Bonds, Series 1988, for the purpose of paying a portion of the construction of public parking facilities in the vicinity of the Latin Quarter and to purchase two parcels of land designated as the site for the proposed Latin Quarter Specialty Center. Background On January 20, 1988 the Off -Street Parking Board authorized Department staff to negotiate the purchase of two parcels of land in the Latin Quarter area for the purpose of providing a public parking facility to be used in connection with the proposed Latin Quarter Specialty Center (Exhibit 1).- The Department has entered into a Purchase and Sale Agreement between Reinaldo and Graciella Cruz-Pino, as "Seller," and the Department of Off -Street Parking, as "Purchaser," to acquire the first parcel for the sum of $525,000 and an additional Purchase and Sale Agreement between. Florentino and Amparo Perez, as "Seller," and the Department, as "Purchaser," to acquire the second parcel for the sum of $641,311 for a combined total purchase price of $1,166,311 (Exhibit 2 a, b, c, d). The Off -Street Parking Board has incorporated the purchase of these properties in the 1987-92 Five Year Strategic and Financial Operations Plan, as amended, which was reviewed and approved by the Miami City Commission on June 9, 1988 (Exhibit 3). In order to purchase these two properties it will be necessary to secure financing through the issuance of City of Miami Subordinated Parking System Revenue Bonds (the "Bonds") (Exhibit 4 a, b, c, d) and the Off -Street Parking Board has determined that it is necessary to issue the Bonds for the purpose of acquiring land and paying a portion of the cost of erecting and constructing public parking facilities in the Latin Quarter District of the City of Miami. The Department is required to seek the approval of the City of Miami Commission for the issuance of the Bonds. The payment of such Bonds will be subordinate to the $16,275,000 City of Miami, Florida, Parking System Revenue Bonds, Series 1986, and will be on a parity basis with the $2,000,000 City of Miami Subordinated Parking System Revenue Bonds, Series 1986, and the $2,500,000 City of Miami Subordinated Parking System Revenue Bonds, Series 1988. It is 10471 ��' 1 estimated that there will be sufficient monies in the General Reserve Account of the Department of Off -Street Parking to pay back the principal and interest associated with the loan transaction. On July 20, 1988 the Off -Street Parking Board passed Resolution No. 88-802 authorizing the Executive Director, or his designee, to negotiate for the issuance of the Bonds by the City of Miami and to negotiate the sale of the bonds to Barnett Bank and was further authorized and empowered to execute any and all documents and agreements in connection with the transaction (Exhibit 5). The Department is requesting the necessary approval for the issuance of the Bonds from the City for the purpose of acquiring the two parcels of land and constructing public parking facilities. The Department will of course establish the necessary bank accounts and ledgers in order to insure proper accounting and bookkeeping procedures associated with the Bond transaction and the purchase of said properties. Exhibits: 5 MEMORANDUM TO: Aurilio Perez-Lugones 3500 Pan American Drive Miami, Florida Attached is the final version of the Bond Ordinance for the second 1988 Series of Subordinate Bonds for the Department of Off -Street Parking. The Department has requested that it be placed on the September 8, 1988, City Commission meeting agenda. HMM/dke cc: John J. Mulvenia 190 N.E 3rd Avenue Miami, Florida w/attachment IL04 711 3 EXHIBIT 1 EXECUTIVE SUMMARY SITE(S) AND MARKET OVERVIEW PHASE AND DEVELOPMENT OPTIONS ANALYSIS PHASE �'Y. .'<,?,Iff::t?s.F:j�`:3'' ...�3:{:S.30.VGatrS.,••:.{iaa. «:. 44 'tirsti,, r..sexc:;t,,.x'z �<<ro•r„L2:' k+' The,, uarter 0 xwe •::s:a�.;. ...,}.v''s• YYSdddSaivv" ftbmitted by BKV+ZHA A Joint Venture Between Bermeao Kurki & Vera, Inc. Architects Planners & Urban Designers and Zuche% Hunter and Associates, Marketing 5 Economic Consultants. With Subconnuttants: Walker, Inc., Parking Consultants. APRIL 15, 1887 104'71 Y Executive Summary Prepared for DOSP Board Meeting, April 15, 1987 Submitted by Bermello, Kurki b Vera, Inc. and Zuchelli Hunter Associates a Joint Venture Association with Subconsultants, Walker Parking Consultants I. "INTRODUCTION The purpose of the Executive Summary is to provide the Department of Off - Street Parking (DOSP) Board of Directors and the City of Miami with a con- cise overview of the analysis and findings documented in both the "Phase j One Interim Report: Site(s) and Market Overview Phase"; and the "Phase Two ! Interim Report: Development Options Analysis Report". Both of these re- ports were previously submitted to the DOSP on December 186 and February 187, respectively. 2. STUDY OBJECTIVES The Latin Quarter Specialty Center Market Analysis and Feasibility report consists of three distinct phases of work: PHASE ONE: Site(s) and Market Overview Phase PHASE TWO: Development Options Analysis Phase PHASE THREE: Recommended Development Program/Strategy Phase The intent of the three phase study is to satisfy the following objectives: a. To analyze and document the local and regional market support for a mixed use - retail project in the Latin Quarter area, involving fes- tive, specialty and themed retail in combination with a housing and parking component. b. To analyze site op"�ions and recommend the most suitable site for the development of the project. -1- 104` 1 c. To analyze and document the economic feasibility of the project based on existing and projected market conditions. d. To develop a strategy for equity and debt financing involving both private and public sources as required. e. To develop a project timetable with implementation milestones and key target dates. f. To develop graphic exhibits which illustrate the scale, character and aesthetic treatments of the project. g. To prepare a report which not only documents the findings of the study, but also serves as a marketing tool for the promotion of the project. 3. THE LATIN QUARTER DISTRICT The Latin Quarter District is a thirty-five (35) block area in the heart of Little Havana, a predominantly Hispanic section in central Miami. The Dis- trict is bounded by NW 1st Street on the north; SW 17th Avenue on the west; SW 9th Street on the south, and SW 12th Avenue on the east. '< Q ,d OMNI RICKENBACKER OW 0471 In 1985 the City of Miami Commission adopted the Latin Quarter Ordinance which established the Latin Quarter District as a special public interest district with three (3) district zoning categories: SPI-14, SPI-14.1 and SPI-14.2. The intent of the Latin Quarter District Ordinance is to rein- force and expand the area's Hispanic architectural character and ambience. The ordinance requires that all new construction and renovations be in conformance with "Mediterranean style architecture"; and provides incen- tives for the development of open air courtyards, plazas, loggias, terraces and portales in an effort to reinforce the pedestrian ambience which is characteristic of this area. 4. THE LATIN QUARTER SPECIALTY CENTER GOALS The following goals describe in general terms the aspirations of the DOSP, City of Miami and community based organizations in terms of what the Latin Quarter Specialty project should be and what it should represent: a. To develop a "landmark project" which will functionally and visually represent a community focal point, commonly identified with the Latin Quarter by both residents and tourists alike. b. To develop a project which will serve as a catalyst in accelerating the economic revitalization of the area. c. To develop a project which will serve as a model for public/private ventures in the development and financing of "mixed use projects" involving retail, housing, parking and other uses. d. To develop a project which will be people oriented, friendly, fes- tive and alive with daytime and nighttime activity seven days a week. e. To develop a project which will display the unique aspects of Hispanic culture through architectural features, merchandise, foods, entertain- ment, services and general ambience. -3- f. To develop a project which will alleviate the parking needs in the area. g. To develop a project which will increase the supply of moderate in- come housing and in particular, provide housing opportunities and amenities which will attract young families to the area. h. To develop a project that will generate sufficient income stream, such that over a period of time, it will yield a return on the public investment. S. IDENTIFICATION AND ANALYSIS OF ALTERNATIVE SITES A total of six (6) sites were identified in cooperation with the DOSP and City of Miami Planning Department. Sites were selected according to loca- tion and frontage along major arterials, size and other factors. The sites selected for analysis are identified below: Site "A" = Block bounded by W. Flagler Street, SW 16th Avenue, SW 1st i Street and SW 22nd Avenue. I Site "B" = Partial block bounded by SW 17th Avenue, SW 5th and 6th Streets: Site "C" = Block bounded by SW 7th Street, SW 16th Avenue, SW 8th Street and SW 17th Avenue. SITE "D" = Composite site consisting of block bounded by SW 7th Street, SW 14th Avenue, SW 8th Street and SW 15th Avenue; and partial block on the south side of SW 8th Street between SW 14th and 15th Avenue. SITE "E" Block bounded by SW 7th Street, SW filth Avenue, SW 2nd Street and SW 12th Avenue. SITE "F" = Block bounded by W. Flagler Street. SW 13th Avenue, NW 1st Street and NW 12th Avenue. —4- 104tT a 0 IIi1ID �a �t11tIi1 11:W1 red„fill 111U1111 tflttilfl itfffllll Ililllfll -Iliftillf =11tt= =t1f1 '.1le 11►w= Ionmo IIIillfUl 1ltiHIM 1111111111 Iflllliill 111 111111101 ttl'>Jfl HU11111t 1111i11111 111111ti1f 11 1111111111 HIM 1111111111 111111111111111115 1111111111 11111t11fi 111111I� IIIIIt1Il1 Illlltlltl Illllttt iiii111i11 it1111Iit1 tiff Itll ft1f111111 tlttltlltl Illllf ilil illlltiflf Iiltit1111111111U11 ilillllllt IlUfllllf It1t111U1 tlflf iif Iitfitt itllitf fll ill i tl t�l�lt ililllif11111111f1Ii t1t11 tiltifltll tllifititf tIt11�U11 Ulf 11111 IIIII�1111 sill tllllll tllilll�i6 ag 111111111 111111i1ti Alternative Sites SITES LATIN QUARTER DISTRiCT BOUNDARY Ililllll i 1 0 !00 100 {W t Each alternative site was surveyed in terms of land use, physical condi- tions and market activity. In addition, an evaluation matrix was prepared consisting of thirty-two (32) site selection criteria with the aim of pro- viding a comparative measure of relative suitability amongst the various sites. Such variables as size or amount of land area; frontage on "pedestrian streets"; site availability or underutilization; land use ad- Jacency compatibility; land acquisition cost (based on property assessments); demolition and relocation costs; joint development opportunities, etc. -5- 104?T e G. MARKET ANALYSIS A market analysis was conducted to measure the market potential and market sources for specialty retail within the Latin Quarter. The market evalua- tion was designed to define the size and characteristics of the proposed specialty center retail space. Three market areas were defined and ana- lyzed: a primary trade area extending one mile from the center of the Latin Quarter District; a secondary market area which extended approximately five miles; and a tertiary market area which covers the remainder of Dade County. The primary market area and secondary market area contain approximately 57.000 and 371,000 persons, respectively. Similarly 88% of the primary Mar- ket area is of Spanish origin while 47% of the secondary market is of Spanish iorigin. Both the primary and secondary areas create a solid but relatively i modest retail base for the proposed retail facilities due to relatively (, lower income levels than in other parts of Dade County. l In addition, an analysis of retail/sales volumes; relative degree to which the market area is served by specific types of retail establishments; and current lease rates in comparable retail concentrations. The estimated retail expenditure potential of festival/specialty market- place is based on projected retail sales consisting of three primary seg- ments: the resident market (includes primary, secondary and tertiary mar- ket areas); daytime population; and the tourist marketq with a particular emphasis on the Latin tourist. Based on these three market segments, the following summarizes the total expenditures for festival/specialty mer- chandise: Resident Market $19550.352,000 Daytime Population $ 1592929000 Tourist Market $2,11098979000 TOTAL...... e . . . . • . . . . $3967695319000 -6- IL0471 i 4 The above referenced retail expenditure potentials where translated into estimated sales potential for the proposed Latin Quarter Specialty Center by performing a capture rate analysis based on the characteristics of the individual market segment, their proximity to the proposed retail facility, etc. The capture rate analysis concluded that there is a $15,3149000 sales potential for the proposed Latin Quarter Specialty Center. The tour- ist market would account for 52.6% of the sales potential. In addition. 60% of the sales potential consisted of "eating and drinking" as opposed to "specialty retail", which accounted for 40% of the sales. It is perceived that lease rates at the Latin Quarter Specialty Center would be generally in the $18 to $20 per sq. ft. range, relatively higher than the typical lease rate in the area which varies from $12 to $15 per sq. ft. Based on typical rates for both "eating and drinking" and "specialty retail" as a percentage of total sales (i.e. 7% - 8% and 5% - 7% respectively) the facility to be developed should contain approximately 60,000 sq. ft. of net ground level retail space. 7. MARKET CONCLUSION Harket findings indicate support for the development of a festive/market place in the Latin Quarter, containing approximately 60,000 square feet of "net ground level" retail area. It is estimated that this facility will generate $15,314,000 in annual sales for "eating and drinking" and "spe- cialty retail". It is recommended that 60% of the net leasable area be devoted to "eating and drinking"; while the remaining 40% should be devoted to specialty re- tail. In both cases, the eating and drinking as well as the specialty retail, there should be a strong Latin or Hispanic orientation in the merchandising and theming. finally, approximately 35% - 40% of the facility should be devoted to non -sales area or common spaces. Consequently, i the Latin Quarter Specialty Center should contain approximately 100,000 sq.ft. of gross ground floor area. -7- 1047P i The market analysis also considered two other market segments: office uses and residential. There is a projected average annual growth of 320 house- holds in the Little Havana area. Based on a 15 - 20% capture rate, it was estimated that 50 to 65 residential units could be absorbed by the project since less than 20% of the households in the primary and secondary markets have incomes in excess of $35,000. The size of the residential component could be significantly increased if housing subsidies such as the Dade County Surtax Funding program is made available to prospective buyers. In terms of other uses, it is recommended that office uses be discouraged except as second -level high -traffic uses serving the local resident popu- lation. S. SITE SUITABILITY ANALYSIS As part of the Development Options Analysis Phase, three (3) development j options were prepared for each of the six (6) alternative sites. The purpose of this analysis was to evaluate the suitability of each site in accommodating the recommended development program: 60,000 sq. ft. of net leasable retail area; 40,000 sq. ft. commons area; 65 residential units and support parking for the development and vicinity. In addition, the options for each site featured three typical parking ap- proaches to the development of each alternative site: (a) totally inte- grated structure; partially integrated parking structure/screened from streetscape; and an underground parking structure option. ®. SITE SUITABILITY FINDINGS The findings of the site suitability analysis indicated that only alternative sites with 180,000 sq. ft. of gross land area would be suitable to adequately accommodate the program requirements mentioned above without sacrificing the -8- f '10471t integrity of any of the components. Consequently, both site "B" and "C" were eliminated from further consideration. Only sites "A", "D", "E" and "F" satisfy the recommended program requirements, as well as the SPI-14 zoning requirements within the context of the proposed development. 10. ECONOMIC FEASIBILITY ANALYSIS Pro -forma analysis were prepared for each alternative site as well as each project component. The following summary analysis, based on standard fi- nancial pro -forma evaluation of each use component and summary of all com- ponents, evaluates key factors in connection with sites "A", "D", "E" and "F", from the perspective of the DOSP: CHART I PRO FORMA SUMMARY ANALYSIS DEPARTMENT OF OFF-STREET PARKING LATIN QUARTER STUDY MIAMI. FLORIDA Factor Site _A Site D Site E Site F DOSP Air Rights Lease Only Bond Issue $6,2519000 $ 7,214,000 $ 7,3699000 $ 8,0109000 Debt Coverage Year 3 69.6% 68.9% 86.4% 71.6% Debt Coverage Year 7 81.6% 80.6% 101.0% 83.9% Debt Coverage year 10 91.7% 90.5% 113.6% 94.3% Ten -Year Cumulative Cash Flow ($ MOM ($ 549,000) $ 82,000 ($ 962,000) DOSP With Shell Retail Lease Bond Issue $99874,000 $10,836,000 $10,991,000 $11,632,000 Debt Coverage Year 3 91.7% 89.2% 100.7% 89.8% Debt Coverage Year 7 107.3% 104.4% 117.7% 105.0% Debt Coverage Year 10 120.6% 217.3% 232.4% 118.1% Ten -Year Cumulative Cash Flow $ 564,000 $ 195149000 $ 103659000 $ 321,000 -9- 1047P In addition, attached are a sampling of the economic analysis conducted for each alternative site. Key development and financial assumptions by land use are summarized in Tables 1. A preliminary residential pro forma, as- suming development of condominiums above the mixed -use development and a sale of air rights to a fee developer is presented in Table 2. Table 3 con- tains a summary of the retail component of the project, assuming the private developer leases land/air rights from the Department of Off -Street Parking and fully develop the retail facilities. Table 4 displays the capital costs, parking revenues, debt service requirements, air rights sale/lease revenue and net cash flow to the Department of Off -Street Parking. These tables con- tain the condominium sales project and assume that the private retail oper- ator constructs both the shell and tenant finishing space. Table 5 contains the retail/private sector developer pro forma, assuming the Department of Off -Street Parking constructs the retail shell space and leases the shell space to the retail developer who undertakes the tenant finishings and opera- tion and management of the retail facility. Table 6 displays the net cash flow to the Department of Off -Street Parking assuming that the department con- structs both the parking garage and retail shell. Table 6 contains estimates of capital cost, parking revenues, parking expenses, debt service require- ments, air rights sales proceeds and retail shell space lease revenue. 11. ECONOMIC FEASIBILITY FINDINGS Essentially, the findings of the economic feasibility analysis indicate that given the financial assumptions contained in this report, an economically viable mixed -use project can be developed in the Latin Quarter. Furthermore, the findings indicate that for the project to be viable, land acquisition costs must be $3 million or less and the Department of Off -Street Parking would have to construct and finance the shell space; and leasing the shell space and air rights to the developer. In the event that the developer constructs and finances the shell, leasing the air rights to the Department 104 71► for a parking garage, the return to the Department would be substantially reduced. Under this scenario the most that could be spent for land ac- quisition by the Department, would be a sum of not more than $2 million. 12. SITE RECOMMENDATION Based on the site suitability analysis and the economic feasibility analysis, the following sites are recommended in order of preference: 1. Site "D" 2. Site "E" 3. Site "F" 4. Site "A" { Site "D" not only represents the most economically feasible alternative in the option where the DOSP builds the shell and leases retail space to the developer, but it also features a number of other advantages which deserve mention: j a. Presence and exposure along SW Sth Street. b. Joint public/private development opportunities. c. Land availability. d. Phasing flexibility. e. Domino Park redevelopment potential. -11- IL04'71 SITE NO Table One Development Program/Assumptions Department of Off -Street Parking Miami, Florida -------------------------------- LAND/SITE Appraised Cost of Acquisition (thousands) $2,480 Gross Square Feet of Site Area 182,600 Gross Sq Ft of Demolition @ $0.15 82,275 Relocation Cost, Index $2.50 128,850 Projected Site Preparation ($/SF) $8.00 RESIDENTIAL Gross Square Feet Units Average Square Feet per Unit Gross to Net Ratio Hard Cost $/GSF Soft Cost as a percentage of Hard Contingency as a percentage of Hard + Soft Sales Price Costs Associated with Sale Term of Construction (months) Interim Financing Developer Fee 0 RETAIL Gross Square Feet Gross to Net Ratio Cost of Construction Hard/GSF Soft/Hard Shell $30.00 15% Improvements $37.50 20% Conventional Finance Terms 25 years Base Rent Rate, Normalized ($/NSF) Percentage Rent Rate, Normalized CAM Charges as percentage of. Base Revenue Normalized Revenue Stream (thousands) Master Tennant Lease to DOSP ($/GSF) Land Lease to DOSP per SF OFFICE Gross Square Feet Gross to Net Ratio Cost of Construction Hard/GSF Soft/Hard Shell 15% Improvements 20% Base Rent Rate, Normalized ($/NSF) Expenses as percentage of Revenue 65 950 95% $30.00 20% 5% $650000 10% 18 12% 10% 60% Cont/Ttl 5$ 5� 10% $16.00 7% 27% $15,314 $4.50 $1.00 92% Cont/Ttl 5� 5� 65,000 100,000 �Z PARKING Gross Square Feet 136,000 Number of Public Spaces 400 Average Square Feet per Space 340 Hard Cost $/SF $18 20% 5% Bond Financing Terms 30 years 7.00% Revenues and Expenses per Table Three tesaa�ssnsae PROJECT GROSS SQUARE FEET 301,000 IL047i 1! SITE "D" Table Two Preliminary Residential Proforma Department of Off -Street Parking Miami, Florida -------------------------------- A) SOURCES and USES OF FUNDS Cost of Construction Hard 1,853 Soft 371 Contingency 111 Total, Construction Cost 28334 Interim Financing 420 Total, Project Cost B) CASH FLOW from SALES Sales Revenue 4,225 Less: Marketing @10% 423 Developer Fee @10% -----423- Gross Profit for Air Rights Distribution Net Profit for Air Rights Distribution 2,754 3,380 626 IL047 .! SITE Table Three - Fully Private Retail PreliminaryRetail Proforma Department o£ Off -Street Parking Miami, Florida ------------------------------- A) SOURCES and USES of FUNDS Cost of Construction Hard 6,750 Soft 1, 013 contingency Total, Project Segment Cost 8,151 Supportable Conventional Financing 74,262 _ ICU= Calculated Equity Gap 889 B) Year 1 Year 2 Year 3 EST. SALES 9,188 12,251 150314 Year 4 150,927 Year 5 160,564 Year 6 171,226 Year 7 171,915 Year 8 18,632 Year 9 19,377 Year 10 20,152 C) CASH FLOW Base Rent 576 768 960 998 1,038 1,080 10,123 10,168 1,215 1,263 336 CAM Charges 153 204 255 265 276 287 r-r-r 299 -w-r- 311 w-rrr 323 ___323 r r---r ---r- P---- Total Revenue 729 972 10,215 ----r 1,264 ---r- 10314 11,367 11,422 1,479 1,538 1,599 Expenses 153 204 255 265 ----- 276 ----- 287 ----- 299 ----- 311 ----- 323 ----- 336 ----- ----- ----- ----- NOa 576 768 960 998 1,038 10,080 11,123 1,168 11215 1,263 Debt Service 800 800 800 800 800 800 800 800 800 800 Adjusted NOI (224) (32) 160 198 238 280 323 368 415 463 D) LAND LEASE 100 104 108 112 117 122 127 132 137 142 (324) (136) 52 86 121 - 158 197 236 278 321 E) Return on Equity Current 5.8% 43.9% 75.2% _36.4% _51.7% Cummulative 36.4� 5i.7� -45.9$ -36.2% -22.6% -4.8% 17.3% 111.3% SITE "D" Table Four - Fully Private Retail Preliminary Parking Proforma Department of Off -Street Parking Miami, Florida --wew-----------w--------------- A) SOURCES and USES of FUNDS La molition,'Site 1Prep, Relocation 1?906 cost of Construction 2,448 Soft 245 Contingency 135 Total, Project'segment Cost 7,214 Bond Issue 7,214 B) CASH FLOW Year 1 Year 2 Year 3 Year 4 Revenue 290 383 479 498 Expenses 173 180 187 194 ---- Rol ---- ---- ---- 118 203 292 304 Bond service 581 581 581 581 Adjusted NOI {464) (378) (289) (278) Air Rights Sale 626 Retail Lease 100 104 108 112 Distrib to DOSP 262 (274) (181) (165) Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 518 539 560 583 606 630 202 210 219 227 ---- 236 ---- 246 ---- ---- 316 ---- 328 ---- 341 355 369 384 581 581 581 581 w-ww 581 w--- 581 w--- ---- (266) w-e- (253) w--.r (240) {226) (212) (197) 117 122 127 132 ---- 137 ---- 142 ---- ---- (149) ---- (131) ---- (113) {95) {75) (55) SITE " ©" Table Five - Public Retail Shell Preliminary Retail Proforma Department of Off -Street Parking Miami, Florida -------------------------------- A) SOURCES and USES of FUNDS Cost of Construction Hard 3750 Soft 750 Contingency 225 Total, Project Segment Cost 4725 Supportable Conventional Financing 3580 Calculated Equity Gap 1145 Year 1 Year 2 Year 3 Year 4 B) EST. SALES 9,188 12,251 15,314 15,927 C) CASH FLAW Base Rent 576 768 960 998 CAM Charges 153 204 255 265 ----- ----- ----- Total Revenue 729 972 1,215 ----- 1,264 D) Shell Rent 450 468 487 506 Expenses 153 204 255 265 ----- ----- ----- Total Expenses 603 672 742 ----- 772 NOI 126 300 473 492 Debt Service 394 394 394 394 rr--- rr--- ----- Net Cash Flow T268) (94) 79 ----- 98 E) Return on Equity Current -30.2% -10.6% 8.9% 11.0% Cummulative -30.24 -40.8t -31.94 -20.9% Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 160564 17,226 17,915 18,632 190,377 200,152 10,038 1,080 1,123 10,168 1,215 1,263 276 287 299 311 323 ----- 336 ----- ----- 1,314 ----- 1,367 ----- 1,422 ----- 1,479 1,538 1,599 526 547 569 592 616 640 276 287 299 311 323 336 803 835 868 903 939 976 512 532 554 576 599 623 394 394 394 394 394 394 117 138 159 lei 204 228 13.2% 15.5t 17.9% . 20.4% 23.0% 25.7% -7.7% 7.8% 25.7% 46.1% 69.1% 94.8% 0 ' SITE Table Six - Public Retail Shell Preliminary Parking Proforma Department of off -Street Parking Miami, Florida -------------------------------- A) SOURCES and USES of FUNDS Parking Shell D molition, Site Prep, Relocation 1:906 Cost of Construction Hard 2,448 3,000 Soft 245 450 contingency 135 173 ------ Total, Project Segments Cost ------ 7,214 3,623 Bond Issue 10,836 B) CASH FLOW Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Revenue 290 383 479 Expenses 173 180 187 498 194 518 202 539 210 560 219 583 227 606 236 630 246 Rol 118 203 292 304 316 328 341 355 369 384 Bond Service 873 873 873 873 873 873 873 873 873 873 Adjusted NOI {756j (670) (581) (570) (558) (545) (532) (518) (504) (489) Air Rights Sale 626 Retail Lease 450 468 487 506 526 547 569 -_-_ 592 -__- 616 ---- 640 ---- • --�- ---- --_- Distrib to DOSP 320 (202) (95) ---- (63) ---- (31) ---- 3 38 74 112 151 i' a • r � DMIBIT 2A PURCHASE AND SALE AGREEMENT THIS AGREEMENT made and entered into as of this day of October, 1987, by and between REINALD0 CRUZ-PINO and GRACIELLA CRUZ-PING, his wife (hereinafter referred to as "Seller"), and THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI. an agency and instrumentality of the City of Miami, a Florida municipal corporation (hereinafter referred to as "Purchaser"); k!IINISIII H: WHEREAS, Seller is the owner of a certain piece or parcel of land located on the north side of S.W. Sth Street between 14th and 15th Avenues, Miami. Dade County Florida, and more fully described in Exhibit "A" attached hereto and made a part hereof; and WHEREAS, Purchaser desires to purchase and Seller desires to sell the Property, as defined in Section 1 hereof, upon the terms and conditions hereinafter set forth. NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, Purchaser and Seller agree as follows: 1. Purchase -Sale. Purchaser will purchase from Seller and Seller will sell to Purchaser the Property on the terms herein set forth. The term "Property" means the following: said land and all rights. privileges, servitudes and appurtenances thereunto belonging or appertaining, including all rights. title and interest of Seller in and to the streets, alleys and rights -of -way adjacent thereto ("Real Property"); all buildings, improvements and fixtures located on the Real Estate ("Improvements"); and all the equipment and personal property located on the Real Property as of the date of Closing ("Personal Property"). Purchaser shall inspect the Property within fifteen days of the date of Closing to determine which Personal Property, if any. Purchaser would like removed from the Property. 2. Purchase Price. (a) The purchase price for the Property ("Purchase Price") is FIFE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($525,000.00) and. subject to adjustments and prorations set forth herein, shall be payable to Biaxberg Bolanos Grayson & Singer, P.A., Trust Account by wire transfer or Purchaser's check on the Closing Da**. IL04'71 (b) In t.rie event that Seller is a "foreign person" (as defined in Internal Revenue Code Section 1445(f)(3) and regulations issued thereunder, or in the event that Seller fails or refuses to deliver the nonforeign certificate pursuant to Section 3 hereof, or in the event that Purchaser receives notice from any Seller -transferor's agent or Purchaser -transferee's agent (each as defined in Internal Revenue Code Section 1445(d) and the regulations issued thereunder) that, or Purchaser has actual acknowledge that, such certificate is false, Purchaser shall deduct and withhold from the Purchase Price a tax equal to ten present (10%) thereof, as required by Internal Revenue Code Section 144S. In the event of any such withholding, to deliver title under this Agreement shall not be excused or otherwise affected. Purchaser shall remit such amount to and file the required form with the Internal Revenue Service, and Seller in the event of any claimed overwithhold- ing shall be limited solely to an action against the Internal Revenue Service for refund [under Regulation Section 1.1464(a)]. and hereby waives any right to action against Purchaser, on account of such withholding. The provision of this Section 2 shall survive the Closing. 3. Closing -Date. The transaction contemplated hereby will be closed at the office of Blaxberg Bolanos Grayson & Singer. P.A.. Suite 730. Ingraham Building. 25 S.W. 2nd Avenue. Miami. Florida 33131. on November 16, 1987, or, upon ten (10) days' prior written notice to Seller, on such earlier date as Purchaser may select ("Closing Date"). Possession of the Property will be delivered to Purchaser on the Closing Date. Time is of the essence of this Agreement. At the Closing Seller will deliver to Purchaser the following documents: (a) A General Warranty Deed conveying to Purchaser the Real Property and Improvements, subject only to applicable zoning ordinances and/or regulations, covenants, easements and restrictions of record, provided that no such covenant, easement or restriction of record shall prohibit Purchaser from demolishing the existing Improvements and construction of off-street parking facility thereto ("Permitted Exceptions"); (b) A Bill of Sale conveying to Purchaser any and all Personal Property, free and clear of liens or encumbrances; -2- 10471 (c) An affidavit testifying to the absence of any claim of lien or potential claim of lien known to Seller pertaining to the property, for unpaid labor, materials or construction thereon and further attesting that there have been no improvements to the Property, for at least ninety (90) days immediately proceeding said date of Closing which have not been paid in full; (d) An affidavit certifying that there are no tenancies or occupancies of the Property and that any leases affecting the Property have been terminated: (e) A non -foreign affidavit, properly executed and in recordable form, containing such information as shall be required by the Internal Revenue Code Section 1445(b)(2) and the regulation issued thereunder. In the event that such regulation shall not have been issued by the Closing Date, the non -foreign affidavit shall be a sworn statement of Seller (i) stating that Seller is not a foreign person nor non-resident alien for purposes of United States income taxation, 00 setting forth Seller's taxpayer identification number, (iii) setting forth Seller's home address, and (iv) granting Purchaser i, permission to furnish a copy of such affidavit to the Internal Revenue Service; I (f) A current Internal Revenue Service form 1099B and such information as shall be required by the Internal Revenue Code Section 6045(a) and the regulation issued thereunder. (g) An ALTA Owner's Commitment for Title Insurance (Form B-1970) and a title policy to be issued within ten days from the date of Closing ("Title Policy"), issued by a title company selected by Purchaser ("Title Company") in the amount of the Purchase Price, with general exceptions deleted and subject only to the Permitted Exceptions; and (h) Such otber documents as Purchaser's attorney may reasonably request. 4. conditions Precedent to Closing. If any of the conditions set forth in Section 4 (the "Conditions Precedent to Closing") is not fulfilled prior to the Closing Date, then Purchaser may, at its option, by so advising Seller in writing, (1) terminate this Agreement. in which event both Purchaser and Seller will be released from. all obligations and liabilities hereunder, or 0 i) waive any of the Conditions Precedent to Closing or the timely fulfillment thereof, or (III) extend the -3- IL0471 Closing Date to a date no later than December 16. 1987, in which event the Seller will continue to use its best efforts to satisfy the Conditions Precedent to Closing. (a) Purchaser will have been furnished and, in its sole discretion. Purchaser will have approved all of the following: (i) A survey of the Real Property prepared by a registered surveyor, certified to Purchaser, dated not more than thirty (30) days prior to the Closing Date. and showing the Improvements to be free from questions of encroachment. the dimensions and total square foot area of the Real Property. interior lot tines, easements. the dimensions and locations of improvements, parking areas, location of adjoining streets, and such other details as Purchaser may require. (ii) The commitment of Title Company to issue the Title Policy, with general exceptions deleted. in the amount of the Purchase Price, agreeing to insure that upon recording of the General Warranty Deed from Seller to Purchaser the Purchaser will be the fee simple owner of the Real Property and Improvements free and clear of all liens, encumbrances and defects whatsoever except the Permitted Exceptions, and which Title Policy will insure Purchaser against mechanics' and materialmen's liens (whether inchoate or not). (iii) Evidence satisfactory to Purchaser that the use of the Property for surface parking complies with all applicable zoning laws and ordinances. (iv) Evidence satisfactory to Purchaser that the Property is i j serviced by all required public utilities and is tied into municipal sewers and water lines. (v) As —built drawings. soil bearing and engineering reports. topography maps, final plans and specifications. and other similar matters relating to the physical aspects of the Property in the possession of Seller or Seller's representatives. (vi) Evidence of payment of all real estate and personal property tax statements issued with respect to the Property. 4. (vii) A report prepared by an engineer/environmental consultant approved by Purchaser, certifying that the Property is not now being used, nor has it been used in the past, for any activities involving. directly —4— 'I MW-11 Z m or indirectly, the use generation. treatment, storage or disposal of any hazardous or toxic chemical, material, substance, waste or related materials. (b) Notwithstanding the satisfaction or waiver of any of the Conditions Precedent to Closing. Purchaser will have no obligation to purchase the Property but may instead terminate this Agreement unless. on the Closing Date: (i) All of the warranties and representations contained in Section 7 hereof are true and complete. 0 i) No material adverse change has occurred in the condition or the operation of the Property between the date hereof and the Closing Date, and the Seller has delivered a certificate to that effect to Purchaser. 5. Closing Costs. Seller will pay the cost of the commitment for the Title Policy and the premium applicable to the Title Policy. Seller will also pay documentary stamp taxes and surtaxes: 6. Closing Procedure. The General Warranty Deed shall be recorded at Purchaser's expense and evidence of title continued at Seller's expense to show title in Purchaser, } without any encumbrance or change which would render Seller's title unmarket- able, from the date of the last evidence and the Purchase Price shall be held I in escrow by Purchaser's attorney (the "Escrow Agent") for a period of no { longer than ten days from and after Closing Date unless Seller's title is rend- ered unmarketable. !Upon receipt of the Title Policy in form and substance satisfactory to counsel for Purchaser, the Escrow Agent shall simultaneously wire transfer the Purchase Price to Blaxberg Bolanos Grayson & Singer. P.A. Trust Account at Enterprise Bank of Florida. ABA #+067012170, Account #r0210000127. Attention: Amy Edwards. If Seller's title is rendered unmarket- able Purchaser shall notify Seller of the defect and (i) may provide Seller f with fifteen (15) days from the receipt of notification to cure said defect. In the event Seiler fails to timely cure said defect, all monies paid hereunder shall upon written demand therefrom and within 5 days thereafter be returned to Purchaser and simultaneously with such repayment Purchaser shall vacate the Property and reconvey the Property to the Seller by Special Warranty Deed or - 5 - 00 Purchaser may immediately request in writing that all monies paid hereunder within 5 days thereafter be returned to Purchaser and simultaneously with such repayment, Purchaser shall vacate the Property and reconvey the Property to the Seller. Purchaser and Seller hereby release Escrow Agent from any loss or liability incurred by Escrow Agent hereunder, except for actions by Escrow Agent of willful or malicious misconduct. if in doubt as to the disposition of any funds then held by Escrow Agent, Escrow Agent shall be entitled to interplead such funds and upon depositing of such funds in the court registry Escrow Agent shall be relieved of all further liability in connection with the funds so deposited. 7. Seller's Warranties. Seller warrants. represents and covenants with Purchaser as follows: (a) Seller has the requisite power and authority to enter into and carry out all terms of this Agreement. including but not limited to the execution and delivery of the aforesaid General Warranty Deed to Purchaser. (b) Seller is the holder of good and marketable title to the Property. (c) Seller has not received any notice from any governmental authority of any violation of any of ordinances, statutes, rules, orders, regulations or requirements with respect to the Property. (d) Neither Seller nor its agents or representatives will make any lease without the prior written consent of Purchaser. (e) There are no claims pending against any tenant or its insurer for any damages caused to any part of the Property. (f) None of the fixtures, equipment or Personal Property is leased or encumbered by any security interest or title retention interest or agreement and all such fixtures, equipment and Personal Property are owned by Seller. (g) There are no condemnation proceedings or eminent domain proceedings of any kind pending or contemplated against the Property or any part thereof. (h) Until the Closing Date, Seller will maintain the property in its l present condition, ordinary wear and tear excepted and will take no action affecting the Property which is not in the ordinary course of business without the prior written consent of Purchaser. —6— I.o4*71 (i) There is no litigation or claim pending or contemplated which involves or affects the Property with the exception of the items set forth on Exhibit "B". Q) If the Improvements are damaged by fire or other casualty prior to Closing costs of restoration shall be an obligation of the Seller and the Closing shalt proceed pursuant to the terms of this Purchase and Sale Contract with costs therefore credited to Purchaser at Closing or Purchaser shall have the option to cancel this Purchase and Sale Contract. (k) No hazardous wastes or toxic substances have been treated, stored, handled or disposed of at the Property. Seller shall indemnify, defend and hold harmless Purchaser and hereby does indemnify and hold harmless Purchaser and agree to defend Purchaser from and against any and all liability, claim, damage, lawsuit, cost, fee and expense whatsoever (including but not limited to, the cost of clean up), arising as a result of or in connection with any hazardous waste or toxic substance having been treated, stored, handled or disposed of at the Property. In connection with same, i Seller hereby grants Purchaser and its representatives the right to enter upon the Property and conduct an audit of same to ascertain if any hazardous wastes or toxic substances are found to be present at the Property. The provision of this Section M) shall survive the Closing. The Seller represents and warrants that the representations and warranties of Seller in this Agreement, and the information contained in the Exhibits hereto, are true. accurate and complete and do not contain any untrue statements of material fact or omit material facts which would render any representation, warranty or Exhibit misleading. B. Commissions. Seller and Purchaser each warrant and represent to the other that neither has dealt with any person or broker in connection with this sale. 9. Survival. All representations. warranties, covenants and agreements herein will survive the Closing Date and will not merge in the General Warranty Deed or any other document executed and delivered in performance of this Agreement. 10. Prorations and Credits. i Seller will be responsible for payment of all utility charges up to and including the date of Closing. Seller acknowledges that Purchaser is a —7— IL0471 governmental entity and, as such. will have no obligation to pay real estate taxes or assessments from and after the date that the deed is recorded. It shall be Seller's responsibility to pay all real estate taxes and assessments with respect to the Property and Improvements through the date of Closing. If any such taxes or assessments are not so paid as of the Closing Date. Purchaser shall be entitled to a credit with respect to same at Closing. 11. Indemnification. (a) Seller will indemnify and hold Purchaser harmless and will assume the defense of any liability or claim asserted on or after the Closing Date against and in respect of any liabilities, obligations, costs and expenses related to or connected with the Property and arising out of Seller's ownership or use of the Property, whether accrued, absolute or contingent, or otherwise existing on the Closing Date or arising out of any transaction entered into, or any state of facts existing prior to the Closing Date. (b) If any liability or claim should be asserted wherein Seller is required to indemnify and hold Purchaser harmless. Purchaser will promptly notify Seller in writing of such liability or claim and both Purchaser and Seller will cooperate with each other in the defense thereof; Seller will select such defense counsel as it may deem necessary subject to the reasonable approval of Purchaser. 12. Effect of Acceptance. Upon acceptance. this offer will become an Agreement binding upon and inuring to the benefit of Purchaser and Seller and their respective heirs. legal representatives, successors and assigns, and will be deemed to contain all the terms and conditions agreed upon, it being agreed that there are no conditions, representations, warranties, covenants, or agreements not contained herein or in the Exhibits hereto. Any subsequent conditions. representations, warranties, covenants or agreements will not. be valid and binding upon the parties unless in writing and signed by both parties. 13. Notices• Any notice required to be given herein will be in writing and either delivered personally or sent postage prepaid by certified United States Mail, return receipt requested. addressed, if to Seller. c/o Messrs. Blaxberg Bolanos Grayson b Singer. Suite 730 Ingraham Building, 25 S.W. 2nd Avenue, Miami. Florida 33131, Attention: Jose Bolanos and if to Purchaser. City of —8- 104»71 Miami Department of Off -Street Parking, 190 N.E. 3rd Street. Miami. Florida 33132, Attention: John J. Mulvena. Executive Director, with a copy to Messrs. i i Hughes Hubbard 6 Reed. 801 Brickell Avenue. Suite 1100. Miami, Florida 33131. Attention: Robert I. Goldfarb. Either party may, by written notice as aforesaid, designate a different address for notices. 14. Default by Seller. If Seller should wilfully fail to consummate the transactions contemplated herein. Purchaser may enforce specific performance of this Agreement and in such action shall have the right to recover actual damages incurred by Purchaser by reason of the delay in the acquisition of the Property. If Seller shall fail to consummate the transactions contemplated herein for reasons beyond Seller's control, Purchaser's only recourse shall be to bring suit to recover the actual costs incurred by Purchaser in connection with this transaction. No delay or omission in the exercise of any right or i remedy accruing to Purchaser upon any breach by Seller under this Agreement shall impair such rights or remedies or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Purchaser of any condition or of any subsequent breach of the same or any other term. covenant. or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained. 15. Default by Purchaser. If Purchaser should fail to consummate the transactions contemplated herein for any reason, the Seller hereby waives (i) the right to specific performance of this Agreement and/or (ii) the right to bring a suit for damages for breach of this Agreement and/or (iii) any other rights or remedies available to Seller, it being understood and agreed that the foregoing waiver by Seller is an essential inducement given by Seller to Purchaser to enter into this Agreement. 16. Governing Law. This Agreement is governed by and will be construed in accordance with the laws of the State of Florida. 17. Counteroarts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original. -9- IL0471 18. "Closina". The word "Closing" or words of similar import as used in this Agreement will be construed to mean the originally fixed time and Closing Date specified herein or any earlier or adjourned date agreed to in writing by the parties. 19. Assignment. Purchaser may assign this Agreement without the consent of Seller and the representations, warranties, covenants and agreements herein contained and all other rights of Purchaser arising hereunder will inure to the benefit of any such assignee. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. WITNESSES TO SELLER SELLER: WITNESSES TO PURCHASER 887J/606A By• Reinaldo Cruz-Pino By: Graciella Cruz-Pino PURCHASER: DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, an agency and instrumentality of the City of Miami, a Florida municipal corporation By: John J. Mulvena Executive Director - 10- R fiwr-y. EXHIBIT A Property Description Lots 14, 15 and 16, less the South 10 feet and less the East 6 inches, Block 104, Lawrence Estates Land Co. Sub., Plat Book 2. Page 46, Dade County, Florida. 6873/606A11 10471 1 EXHIBIT 8 Pending or Existing Litigation 8873l606Al2 10471 t r EXHIBIT 2B AMCRICAN INSTITUTE O► REAL ESTATE APPRAISERS SOCICTT OF REAL ESTATE APPRA1SVRS MCMSCR•CORAL C4%9LES BOARD OF REALTOR& MCMBCR-FLORIDA ASSOCIATION OF REALTORS F. ROBERT QUINLNAN, mAt. ). MARK QUINLNAN, a AL. S.LFA REAL ESTATE APPRAISERS 6 CONSULTANTS 1102 PONCE DE LEON BOULEVARD CORAL •ABLEE. FLORIDA 221" $ELCINONE d".1109E June 25, 2987 Roger M. Carlton, Director Department of Off -Street Parking Miami Parking System 290 N.E. 3rd Street Miami, Florida 33132 Dear Mr. Carlton: In accordance with your request and authorization, I have prepared this Abbreviated Appraisal Report of the following described property: Lots 14, 15 and 16, less south 10 feet and less the east 6 inches, Block 104, Lawrence Estate Land Co. Sub., Plat Book 2, Page 46, Dade County, Florida. The purpose of the Appraisal is to estimate the Market value of the described property as of June 22, 19876 being one of the dates of personal inspection. This is to certify that I personally inspected the subject I property and the surrounding neighborhood and have made a careful and detailed analysis as to its value. Attached is the Abbreviated Report which is made a part hereto, and contains the data gathered from my investigation. in my estimationm the Market Value of said property, as of June 22, 2957, vans $5258000 Res ectfully submitted, . Mark Quinlivan, MAX, SRPA JMQ: jpC (67-065) r!yHYAi2Y Q€ XY.PORTA?r'T &M Identification gj Pro eaerrty One-story retail store building and restaurant building (,Location 1435 and 1453 S.W. 8th Street Miami, Dade County, Florida J!jimose It Appraisal Estimate Market Value Legal pescription Lots 14, 15 and 26, less south 30 feet and less the east 6 inches, Block 104; Lawrence Estate Land Co. Sub., Plat Book 2, Page 46, Dade County, Florida. Property, Rights Appraised Fee Simple Assessment —n Taxes - I965 Folio No.: 01-4102-06-634 Total Assessed Value: $449,892 Tax Amount: $13,222.78 Land lM 249.5 Feet x 228 Feet a 29,136 Square Feet ptilitiee Water, Bower, Electricity and Telephone E. ROBERT QUINLIVAN, M.A.I.. _ J. MARK QUINLIVAN, M.A.L. S.R.F.A. 10471 0 Md OF I f r I NEFF Wit f f4c Riillw� k Fm cI 4t WME F. ROBERT QUINUVAN, M.A.I. j. MARK QUINUVAN, MAs., s.oLp.& 10471 BTJ?�.lr.ARY Q IMPORTANT DATA (Continued) Zonine CR-3/7 Commercial Residential Highest And Best Un Existing retail and restaurant usage Building Irprovements . (1) 1435 S.W. 8th Street One-story restaurant building containing 3,136 square feet. This building was constructed in 2934 with additions in 1952 and 1980. (2) 1453 S.W. 8th Street One-story retail store and warehouse building containing 7,687 square feet. This building was constructed in 1934 with an addition in 1951. F. ROBERT QUINLIVAN, m.m.. _ J. MARK QUINLIVAN, MA-1., S.R.P.A. F. ROBERT QUINLIVAN, M.A.L. J. MARK QUI.NLIVA%..-. A I. c R P A 120' I N 49.5 Storage Office Office Offic _.. a..._ Warehouse 35' Storage 28.6' Kitchen Dining Area Restaurant Service Area 70.2' S.W. Sth Street 10471 SALVATION ANALYSIS In the valuation of the subject property, the appraiser has relied primarily on the Market Approach to Value. Considering the various ages of the subject buildings and relatively high land value of sites in the area, the estimation of physical and functional depreciation in the Cost Approach would be difficult to support. Be- cause of the difficulty in estimating depreciation, the reliability of a value indication by the Cost Approach would be questionable. An analysis of the market sales indicates most single - tenant store or restaurant buildings are being pur- chased primarily by users compared to investors. Therefore, the Market Approach would be more relevant than the Income Approach. The appraiser has gathered and analyzed land and build- ing sales along S.W. 8th Street in close proximity to the subject property. The land sales range in price from $19.53 to $40.00 per square foot. In the final analysis primary emphasis is given to Land Sales 9 .and 10 which sold in December of 1986 and May of 1987 for $26.24 and $25.20 per square foot, respectively. These sales are the two most recent sales and they are similar in location. Based on a careful analysis of the land sales, it is estimated that the subject site has a value of $27.50 per square foot. 19,136 Sq.rt.'x $27.50 per Sq.rt. $5260240 Land Value (Rounded) $525*000 F. ROBERT QUINLIVAN, M' .A.t., J. MARK QUINLIVAN, M.U., S.R.P.A. ---� 10471 VALOATION MALYSI9 tContinued) The building sales were analyzed on a price paid per square foot of building including land (sale price divided by building area) and on a price paid per square foot of land area including building (sale price divided by land area). The second unit of comparison is considered in this analysis because apparently land value comprises the majority of the total property value. A comparison of the unit prices of the land sales of Table I with the price paid per square foot of land including building sales of Table II indicates no real significant difference. The building sales are being purchased primarily at land value prices. The buildings, however, are still being used on an interim basis. The price paid per square foot of land including build- ing of Sales C, D and E are higher than Sales A and B due to lower land to building ratios. The buildings ap- pear to contribute value if the property has a land to building ratio less than 1.5 to 1. Based on a careful analysis of the building sales, it is estimated that the subject property has a value as follows: Value Indication by Market Approach Land rea 19,136 Sq.Ft. x $27.50 per Sq.Ft. s $526,240 Buildinct AZU 20,823 Sq.Ft.'x $46.50 per Sq.Ft. = $524,915 Value Indication by Market Approach $5258000 The land value analysis and the building analysis would indicate the subject property would be purchased based on land value. Based on the data and analysis in this Report, it is estimated that the Market Value of the subject property, as of June 221 1987, was $525,000. F. ROBERT QUINLIVAN, J. MARK QUINLIVAN, MAL, S.R.v.A. 10471 TABLE b SUMMARY OF LAND SALES Sere no. flats Sala Price Address ORB Page Size S Ft) ZQ_ ning Per SgFt 1 10/4/83 $ 4000000 3971 SW 8 St 11945/349 13,200 CR-3/7 $30.30 2 10/19/83 $1,131,555 2920 SW 8 St 11944/1441 37e981 CC-1/7 $29.79 3 3/7/84 $ 589,000 1800 SW 8 St 12078/2871 24,393 CR-3/7 $23.98 6 RC-1/3 4 8/31/84 $1,330,000 2920 SW 8 St 22270/2206 37,981 CG-1/7 $35.02 5 10/2/64 $ 240tOOO SW 8 St i SW 12308/1553 1*0,620 CR-3/7 $22.60 8 Ct 6 9/27/05 $ 650,000 900 SW 8 St 12653/772 33,279 CR-3/7 $19.93 7 1/14/86 $1,225,000 3059 SW 8 St 12761/2417 40,500 CG-1/7 $30.25 & RS-2/2 8 2/21/86 $ 650,000 2965 SW 8 St 22803/43 16,250 CO-1/7 $40.00 9 12/31/86 $ 500,000 3299 SW 8 St 13150/1495 17,707 CR-3/7 $28.24 10 5/20/87 $ 297,400 1770 SW 8 St 13288/3006 11,800 CR-3/7 $25.20 Subject 1435 i 1453 19,136 CR-3/7 SW 8 St CABLE 11 3, ;w SUaNRt OR WIt0110 �O of �► sale!k►• Omits Sete Rleo Add►en -----_ 0R8/Oe�e Lrnd Sfze i t Bidq Size i t Lend to 01 Rstte Rlee hldf Sgft of Lend Rico Laid! sot of Bldq 2oe►1ey leetodinl alda (neludtnq tend r c a g A 12faS 1160,000 1353 1Y a 14 12PIiIJ56 6,450 2,66P 2.4 to 1 1062 MY? u4.a1 159.99 g a 1ta6 11P1,o10 93a w a st 12IW639 15,500 6.192 2.5 to 1 toit tR•31? 123.aP SS9.PS Z # ! 2f06 1995,000 1419 W a 1t 12I9 MYC 6.350 5,530 9.1 to 1 1930 LR•1/P 130.tf 0 /1l16 1400,000 1P0a W a St 130i0f3146 12,690 8,252 1.5 to 1 1925 at•31? 131.30 135.26 USA? B 1>aP $Moo 1 1422 SN a St 131&0/2915 P,000 6,446 1.1 to 1 1946 SP1.14 132.a6 115.61 "feet 1435 i 1433 IV a 1t 19,136 Man1.8 to 1 M. cR•3/T 1951,lm 1 1900 STANDARD CONAITIONS This Appraisal is made subject to the following: The legal description furnished is assumed to be correct. The information contained in this report was gathered from reliable sources, but it is in no sense guaranteed. No responsibility is assumed for matters legal in character, nor is any opinion rendered as to title, which is assumed to be good and marketable. Any existing liens or encumbrances have been disregarded, and the property is appraised as free and clear with management assumed to be competent (if income property), and the ownership to be in responsible hands, unless otherwise stated. If no survey has been furnished to the appraiser, all measurements have been confirmed either in the field, in the plat book, or by other reliable sources and are presumed to accurate. If no soil test has been furnished to the appraiser, it is presumed that there are no unusual soil or subsoil conditions. If no structural engineering report has been furnished to the appraiser, it is presumed that there are no structural deficiencies. The description of the total valuation of this report between land and improvements applies only under the existing program of utilization. The separate valua- tions for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. in reference to proposed construction, the real estate taxes and other expenses are estimated. These amounts are not guaranteed. The appraiser is not required to give testimony in Court with reference to the subject property unless further arrangements are agreed to. F. ROBERT QUINLIVAN, m.m.1.. J. MARK QUINLIVAN, M.M., S.R.P.A. 10471 The appraiser does hereby certify that, except as otherwise noted in the appraisal report: I have no present or contemplated future interest in the real estate that is the subject of this appraisal report. I have no personal interests or bias with respect to the subject matter of this appraisal report or the parties involved. I� My compensation is not contingent on an action or event resulting from the analyses, opinion, or conclusions in, or the use of, this report. i The reported analyses, opinions and conclusions are j) limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions. My analyses, opinions, and conclusions were developed, _ and this report has been prepared, in conformity with i� the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the American I. Institute of Real Estate Appraisers. No one other than the undersigned appraiser prepared the analyses, conclusions and opinions concerning real estate that are set forth in this appraisal report, un- less otherwise stated. I certify that I have personally inspected the property and that according to my knowledge and belief all statements and information in this report are true and correct, subject to the underlying assumptions and con- tingent conditions. Disclosure of the contents of this appraisal report is governed by the By -Laws and Regulations of the American Institute of Real Estate Appraisers of the National As- sociation of Real Estate Boards. F. ROBERT QUINLIVAN, M.A.I., _ j. MARK QUINLNAN, MAI., S.R.P. . 10471 STANDARD QONDITIONS 1ContinUtd) Neither all nor any part of the contents of this report, especially any conclusions as to value, the identity of the appraiser or the firm with which they are connected, or any reference to the -American In- stitute of Real Estate Appraisers or the MAX or RM Designations shall be disseminated to the public through advertising media, public relations media, news media, sales media or any public means of communica- tions without the prior written consent and approval of the undersigned appraiser. The American Institute of Real Estate Appraisers con- ducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the mini- mum standards of this program are awarded periodic educational certification. J. Mark Quinlivan is cer- tified under this program. F. ROBERT QUINLIVAN, M.ou.. I. MARK QUINLIVAN, M.A.L. S.R.e.& 10471 2VALTPICATIONS QZ TE APPUISER .T. MARK QUINLIVAN Exoerieneo Engaged in the field of real estate appraising since 19728 and associated with F. Robert Quinlivan, M.A.I., a Real Estate Appraising and Consulting Firm, during this period of time. Graduate University of Notre Dame BBA-Bachelor of. Business Administration (Major in Finance -and Business Economics) University of Maryland MBA -Master of Business Administration (Concentration in Finance) University of Miami Law School JD-Juris Doctor (Concentration in Real Estate and Taxation) Florida International University MSM-Master of Science in Management (Major in Real Estate) Professional affiliations Member of the American Institute of Real Estate Appraisers (MAI) Senior Real Property Appraiser of the Society of Real Estate Appraisers (SRPA) Member of Florida Bar Real Estate Broker, State of Florida Member, Coral Cables Board of Realtors Qualified as AD Ex2ert Fitness in the Following Courts Dade, Broward, and Palm Beach County Circuit Courts, United States Bankruptcy Court F. ROBERT QUINLIVAN, M.A.1.. j. MARK QUINLWAN, MA.t., S.R.P.A..- 10471 , QVALIFICATIONS $$ = APPRAISER (Continuedt J. MARR QVINLIVAN t e Activities Appraiser Special Master 1978-79-80 Dade County Property Appraisal Adjustment Board Past President - Miami Chapter #71, Society of Real . Estate Appraisers Current Vice President - South Florida Chapter #24, American Institute of Real Estate Appraisers (1966) Young Advisory Council of Society of Real Estate Appraisers (1979 and 1980) Editorial Review Board 1981 thru 1986 - T_H_Z MEAL STATE APPRAISER AND ANALYST published quarterly by the Society of Real Estate Appraisers Recent Publications "Non -Conforming Use Properties: The Concept of Positive Economic Obsolescence", ,'fie Auvraisal kjournal, January 1981, pages 45-51. F. ROBERT QUINLIVAN, ). MARK QUINLIVAN, MA L, S.R.v.A. 10471 OVALIFICATIONsS QZ = APPRAISERS (Continued) Have Prepared Appraisal Reports For The Following: institutions and corporations American Savings and Loan Association AmeriFirst Federal Savings and Loan Association Archdiocese of Miami The Bank of Coral Gables Bankers Life of Iowa Banco Atlantico Banco Industrial de Venezuela Barnett Bank Barry University Ben Franklin Savings Capital Bank Caribank Central Bank and Trust Company Centrust Savings Chase Manhattan Bank Citibank Citicorp City National Bank Consolidated Bank Continental Bank of Illinois Coral Gables Federal Savings and Loan Association Dania Bank Equibank of Pittsburgh First American Bank and Trust Florida National Bank Florida Power and Light Company ITiT International Bank of Miami, N.A. International Savings and Loan Association Lincoln Savings and Loan Marine Midland Bank Mc Caughan Mortgage Company, Inc. No Donald Corp. Miami -Dade Water and Sewer Authority Miami National Bank Monumental Life Insurance Company Northern Trust Bank of Florida Northwestern Mutual Life Insurance Co. Olympia i York E� F. ROBERT QUINLIVAN, M.A.t.. ). MARK QUINLIVAN, M.A.I., S.R.P.. 10471 QUALIFICATIONS Qg = APPRAISERS (Continued) Institutions #-a C_orRorations (continued) Pan American Bank Savings of America Shell Oil Company Skylake State Bank Southeast 1st National Bank Southeast Mortgage Company Southeast Properties Inc. Sun Bank Swire Properties Texaco Terremark Totalbank Trade National Bank University of Miami Governmental Agencies City of Coral Cables city of Miami City of Miami Beach City of West Miami Dade County Property Appraisal Adjustment Board Dade County Public Schools Dade County Public Works Department Department of Housing and Urban Development Department of The Army, Corps of Engineers Department of Transportation, State of Florida General Services Administration Metropolitan Dade County, Florida State of Florida, Department of Natural Resources State of Florida, Department of Rehabilitation and Liquidation United States Department of Justice United States Department of Interior F. ROBERT QUINLIVAN, J. MARK QUINLIVAN, wo,. sx.P.A. 104'71 QUALTFICA„TIONS Qz zu APPRATSERS (Continued) + Law zirms Carey, Dwyer, Cole, Eckhart, Mason and Spring, P.A. Finley, Kumbie, Wagner, Heine, Underberg, Manley S Casey Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen i Quentel, P.A. Rimbrell, Hamann, Jennings, Womack, Carlson and Kniskern# P.A. Mc Dermott, Will and Emery Russo, Allen S Baker Sams, Ward, Newman, Elser S Lovell, P.A. �i Shutts and Bowen Smathers and Thompson i' Wood, Lucksinger and Epstein f� is I• 'r is L F. ROBERT QUINLIVAN, J. MARK QUINLIVAN, M.M., S.LP.A. 11f),1171 1 AM 1 1 � mr DARE OOUPIT1f FLORIDA so zOA,-i F. ROBERT QUIKLIVAN, A1.A.6, -).MARK QL'I\Lt1'A\..-. . R r as- Subject Property - Frontage along SW S Street Subject Property - Frontage along SW 8 Street 104'71, .==.F. ROBERT QUINMAN, %I A I.. ). MARK QL 1-%I A -N% V - - .. '- -- dw - Looking West along SW 8 Street — Subject Property to Right Looking Zest Along SW 6 Street — Subject Property to Left ROBERT QUINLIVA%. m +k i.. J. MARK QL %- ... _ Warehouse Building adjacent to Furniture Store Building r i e Restaurant Building, - Rear Elevation 10471 PURCHASE AND SALE AGREEMENi EM-IIBIT 2C THIS AGREEMENT made and entered into as of this____,, day of 1987, by and between FLORENTIND PEREZ and AMPARO PEREZ. his wife (hereinafter referred to as "Seller"). and THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI. an agency and instrumentality of the City of Miami. a Florida municipal corporation (hereinafter referred to as "Purchaser"); NIIhIIIIita: WHEREAS. Seller is the owner of a certain piece or parcel of land located on the north side of S.W. Sth Street between 14th and 15th Avenues, Miami, Dade County Florida. and more fully described in Exhibit "A" attached hereto and made a part hereof; and WHEREAS. Purchaser desires to purchase and Seller desires to sell the Property, as defined in Section 1 hereof, upon the terms and conditions herein- after set forth. NOW. THEREFORE, in consideration of the premises and the mutual agreements herein contained. Purchaser and Seller agree as follows: 1. Purchase -Sale. Purchaser will purchase from Seller and Seller will sell to Purchaser the Property on the terms herein set forth. The term "Property" means the following: said land and all rights. privileges, servitudes and appurtenances thereunto belonging or appertaining, including all rights, title and interest of Seller in and to the streets, alleys and rights -of -way adjacent thereto ("Real Property"); all buildings, improvements and fixtures located on the Real Estate ("Improvements"); and all the equipment and personal property located on the Real Property as of the date hereof ("Personal Property"). 2. Purchase Erice. (a) The purchase price for the Property ("Purchase Price") is SIX HUNDRED FORTY-ONE THOUSAND THREE HUNDRED ELEVEN and NO/100TH DOLLARS ($541,311.00) and. subject to adjustments and prorations set forth herein, shall be payable to Seller by wire transfer. Purchaser's check, lending institution's check or a combination thereof on the Closing Date. (b) The parties to this Agreement acknowledge that Purchaser may seek financing (the "financing") for all or a portion of the purchase price at such rate of interest and upon such terms and conditions as are satisfactory 104'7i. to Purchaser, in the sole judgment of Purchaser. If Purchaser does elect to seek the Financing, the within transaction, the Financing and all the terms thereof must be approved by the Miami City Commission (the "City Commission"). If Purchaser does elect to seek to obtain the Financing, Purchaser agrees to use its best efforts to seek the approval and concurrence of the City Commis- sion to the within transaction and the Financing. If either 0) the approval of the within transaction and of the Financing by the City Commission is not obtained on or before the Closing Date or 01) the Purchaser has not obtained a firm commitment for the Financing on or before the Closing Date. then Pur- chaser may, at its option. elect to extend the Closing Date to . (c) In the event that Seller is a "foreign person" (as defined in Internal Revenue Code Section 1445(f)(3) and regulations issued thereunder, or in the event that Seller fails or refuses to deliver the nonforeign certificate pursuant to Section 3 hereof. or in the event that Purchaser receives notice from any Seller -transferor's agent or Purchaser -transferee's agent (each as defined in Internal Revenue Code Section 1445(d) and the regulations issued thereunder) that. or Purchaser has actual acknowledge that, such certificate is false. Purchaser shall deduct and withhold from the Purchase Price a tax equal to ten percent (10%) thereof, as required by Internal Revenue Code Section 1445. In the event of any such withholding. to deliver title under this Agreement shall not be excused or otherwise affected. Purchaser shall remit such amount to and file the required form with the Internal Revenue Service, and Seller in the event of any claimed overwithholding shall be limited solely to an action against the Internal Revenue Service for refund [under Regulation Section 1.1464(a)3. and hereby waives any right to action against Purchaser on account of such withholding. The provision of this Section 2 shall survive the closing. 3• Closing Dam• The transaction contemplated hereby will be closed at the office of j Messrs. Hughes Hubbard & Reed, 601 Brickell Avenue, Suite 1100, Miami, Florida on , 1967, or, upon ten (10) days' prior written notice to Seller. on such earlier date as Purchaser may select ("Closing Date"). Possession of the Property will be delivered to Purchaser on the Closing Date. Time is of the essence of this Agreement. -2- 1,0471 At the closing Seller will deliver to Purchaser the following documents: (a) A General Warranty Deed conveying to Purchaser the Real Property i and Improvements, subject only to applicable zoning ordinances and/or regulations. covenants, easements and restrictions of record provided that no such zoning ordinance and/or regulation, covenant, easement or restriction of record shall prohibit Purchaser from demolishing the existing Improvements and construction of off-street parking facility thereat ("Permitted Exceptions"); (b) A Bill of Sale conveying to Purchaser any and all Personal Property free and clear of liens or encumbrances; (c) An affidavit testifying to the absence of any claim of lien or potential claim of lien known to Seller and further attesting that there have been no improvements to the Property, for at least ninety (90) days immediately proceeding said date of closing which have not been paid in full; (d) An affidavit certifying that there are no tenancies or occupancies of the Property and that any leases affecting the Property have been terminated; • (e) A non -foreign affidavit, properly executed and in recordable form, containing such information as shall be required by the Internal Revenue Code Section 1445(b)(2) and the regulation issued thereunder. In the event that such regulation shall not have been issued by the Closing Date, the non -foreign affidavit shall be a sworn statement of Seller (i) stating that Seller is not a foreign person nor non-resident alien for purposes of United States income taxation, (ii) setting forth Seller's taxpayer identification number, (iii) setting forth Seller's home address, (iv) stating that Seller intends to file a U.S. income tax return with respect to the sale of the Property, and (v) granting Purchaser permission to furnish a copy of such affidavit to the Internal Revenue Service; M A current Internal Revenue Service form 1099E and such informa- tion as shall be required by the Internal Revenue Code Section 6045(a) and the regulation issued thereunder. (g) An ALTA Owner's Policy of Title Insurance (Form B-1970) ("Title* Policy"), issued by a title company selected by Purchaser ("Title Company") in the amount of the Purchase Price, with general exceptions deleted and subject only to the Permitted Exceptions; - 3 - (h) An Assignment of all warranties, guarantees and assurances given by third parties with respect to any part of the Property (the "Warranties"); • (i) An opinion of Seller's counsel with respect to the due execution of this Agreement by Seller and the enforceability of the provisions thereof; and (j) Such other documents as Purchaser's attorney may reasonably request. 4. Conditions Precedent to C1051na. If any of the conditions set forth in Section 4 (the "Conditions Precedent to Closing") is not fulfilled on or before fifteen (15) days prior to the Closing Date. then Purchaser may, at its option, by so advising Seller in writing. (i) terminate this Agreement, in which event both Purchaser and Seller will be released from all obligations and liabilities hereunder, or (1i) waive any of the Conditions Precedent to Closing or the timely fulfillment thereof. or (iii) extend the Closing Date to a later date selected by Purcha- ser, in which event the Seller will continue to use its best efforts to satisfy the Conditions Precedent to Closing. (a) Purchaser will have been furnished and, in its sole discretion, Purchaser will have approved all of the following: (i) A survey of the Real Property prepared by a registered surveyor, certified to Purchaser, dated not more than thirty (30) days prior to the Closing Date, and showing the Improvements to be free from questions of encroachment, the dimensions and total square foot area of the Real Property, interior tot lines, easements, the dimensions and locations of improvements. parking areas, location of adjoining streets, and such other details as Purchaser may require. (ii) The commitment of Title Company to issue the Title Policy. with general exceptions deleted, in the amount of the Purchase Price. insuring that upon recording of the General Warranty Deed from Seller to Purchaser the Purchaser will be the fee simple owner of the Real Property and Improvements free and clear of all liens, encumbrances and defects whatsoever except the Permitted Exceptions. and which Title Policy will insure Purchaser against mechanics' and materialmen's liens (whether inchoate or not). -4- 104'71. (iii) Evidence satisfactory to Purchaser that the use of the Property for surface parking complies with all applicable zoning laws and ordinances. (iv) Evidence satisfactory to Purchaser that the Property is serviced by all required public utilities and is tied into municipal sewers and water lines. (v) As -built drawings, soil bearing and engineering reports. topography maps, final plans and specifications, and other similar matters relating to the physical aspects of the Property in the possession of Seller or Seller's representatives. (vi) Copies of all real estate and personal property tax state- ments issued with respect to the Property during the two (2) calendar years immediately preceding the date of this Agreement. (vii) Copies of all the Warranties with respect to any part of the Property. (viii) A report prepared by an engineer/environmental consultant approved by Purchaser, certifying that the Property is not now being used. nor has it been used in the past, for any activities involving. directly or indirectly. the use, generation, treatment, storage or disposal of any hazardous or toxic chemical. material, substance. waste or related materials. (b) Notwithstanding the satisfaction or waiver of any of the Condi- tions Precedent to Closing. Purchaser will have no obligation to purchase the Property but may instead terminate this Agreement unless. on the Closing Date: (i) Purchaser has received Board of Directors approval to purchase the Property under the terms and conditions set forth herein. (11) All of the warranties and representations contained in Section 6 hereof are true and complete. (iii) No material adverse change has occurred in the condition or the operation of the Property between the date hereof and the Closing Date, and the Seller has delivered a certificate to that effect to Purchaser. 5. Closing Costs. Seller will pay the cost of the commitment for the Title Policy. the premium applicable to the Title Policy. survey charges. and all other costs and expenses incurred in fulfilling the Conditions Precedent to Closing. Seller will pay all costs and expenses t"c►Irr,4 4!+ rnn%}!m.n3ktirn +hn •ImOnn of s 5 the transaction contemplated hereby, including by way of illustration and not . by way of limitation, all transfer taxes and escrow fees, recording fees. surtaxes and documentary stamp taxes. proms. however, that each party will pay its own legal fees and expenses. 6. Seller's Warranties. Seller warrants, represents and covenants with Purchaser as follows: (a) Seller has the requisite power and authority to enter into and carry out all terms of this Agreement, including but not limited to the execution and delivery of the aforesaid General 6larranty Deed to Purchaser. (b) Seller is the holder of good and marketable title to the Property. (c) On the Closing Date the Property will be in full compliance with all zoning. subdivision, building, health, traffic, environmental. energy -effi- ciency. flood control and other rules, regulations, ordinances, and all statutes of all local, state and federal authorities having jurisdiction over the Property: Seller has not received any notice from any such governmental authority of any violation of any of the aforesaid ordinances, statutes, rules. orders, regulations or requirements with respect to the Property nor is Seller in violation of any such ordinance. statute, rule, order. regulation or requirement. (d) From the date of this Agreement until the earlier of the Closing Date or the date of termination hereof. neither Seller nor its agents or repre- sentatives will make any lease without the prior written consent of Purchaser. (e) There are no claims pending against any tenant or its insurer for any damages caused to any part of the Property. (f) None of the fixtures, equipment or Personal Property is leased or encumbered by any security interest or title retention interest or agreement and all such fixtures. equipment and Personal Property are owned by Seller. (g) There are no condemnation proceedings or eminent domain proceedings of any kind pending or contemplated against the Property or any part thereof. (h) Until the Closing Date. Seller will maintain the property in accordance with standards customarily followed by owners of properties of comparable type and quality in the community where the Property is located and will take no action affecting the Property which is not in the ordinary course of business without the prior written consent ;;i r...::..►,..�. - 6 - (i) There is no litigation- or claim pending or contemplated which involves or affects the Property and no governmental authority has given notice of increased taxes or assessments relating to the Property. Q) Commencing on the date hereof and continuing until the Closing Date. Seller will maintain, with an insurer acceptable to Purchaser, liability coverage insurance in connection with the Real Property and the Improvements. (k) No hazardous or toxic chemicals, materials. substances, waste or related materials used, have been treated, stored. handled or disposed of at the Property. Seller shall indemnify, defend and hold harmless Purchaser and hereby does indemnify and hold harmless Purchaser and agree to defend Purchaser from and against any and all liability, claim. damage. lawsuit. cost. fee and expense whatsoever (including but not limited to, the cost of clean up). arising as a result of or in connection with any hazardous or toxic chemical, material, substance, waste or related material having been treated, used. stored. handled or disposed of at the Property. If any hazardous or toxic chemical, material, substance, waste or related materials 'are found to be present at the Property, Purchaser may, at its option (i) have the Property cleaned -up at Seller's expense or (ii) immediately terminate this Agreement. i If Purchaser elects to clean-up the Property. Purchaser shall receive a credit for the full clean-up expense at closing. The provision of this Section 6(k) shall survive the closing. The Seller represents and warrants that the representations and warranties of Seller in this Agreement. and the information contained in the Exhibits hereto, are true, accurate and complete and do not contain any untrue statements of material fact or omit material facts which would render any representation, warranty or Exhibit misleading. 7. Commissions. Seller and Purchaser each warrant and represent to the other that neither has dealt with any person or broker in connection with this sale. S. Survival. All representations, warranties. covenants and agreements herein will survive the Closing Date and will not merge in the General Warranty Deed or any other document executed and delivered in performance of this Agreement. i 9. prorations and Credits. i The following items will be prorated and apportioned as of the closing Date: utility charges. Seller acknowledges that Purchaser is a -7- 104"71. governmental entity end, as such, will have no oblvation to pay real estate taxes or assessments from and after the date that the deed is recorded. It shall be Seller's responsiblity to pay all real estate taxes and assessments with respect to the Property and Improvements through the date of closing. If any such taxes or assessments are not so paid as of the Closing Date. Purchaser shall be entitled to a credit with respect to same at closing. 10. Indemnification. (a) Seller will indemnify and hold Purchaser harmless and will assume the defense of any liability or claim asserted on or after the Closing Date against and in respect of any liabilities. obligations. costs and expenses related to or connected with the Property, whether accrued. absolute or contin- gent, or otherwise existing on the Closing Date or arising out of any trans- action entered into, or any state of facts existing prior to the Closing Date. (b) If any liability or claim should be asserted wherein Seller is required to indemnify and hold Purchaser harmless. Purchaser will promptly notify Seller in writing of such liability or claim and both Purchaser and Seller will cooperate with each other in the defense thereof; Seller will select such defense counsel as it may deem necessary subject to the reasonable approval of Purchaser. il. Effect of Acceptance. Upon acceptance. this offer will become an Agreement binding upon and inuring to the benefit of Purchaser and Seller and their respective heirs. legal representatives, successors and assigns, and will be deemed to contain all the terms and conditions agreed upon. it being agreed that there are no conditions, representations, warranties, covenants, or agreements not contained herein or in the Exhibits hereto. Any subsequent conditions, representations, warranties. covenants nor agreements will not be valid and binding upon the parties unless in writing and signed by both parties. 12. Notices. Any notice required to be given herein will be in writing and either delivered personally or sent postage prepaid by certified United States Mail, return receipt requested, addressed. if to Seller. Mr. Florentino Perez, c/o Pedro P. Llaguno. Attorney -at -law, 2153 Coral Way. Suite 406, Miami, Florida 33145 and if to Purchaser. City of Miami Department of Off -Street Parking, 190 N.E. 3rd Street, Miami. Florida 33132, Attention: John J. Mulvena. Executive Director, with a copy to Messrs. Hughes Hubbard & Reed, 801 Brickell Avenue. -8- 10471. I Suite 1100, Miami, Florida 33131. Either party may, by written notice as aforesaid, designate a different address for notices. 13. Default by Seller. If Seller should wilfully fail to consummate the transactions contemplated herein, Purchaser may enforce specific performance of this Agreement and in such action shall have the right to recover actual damages incurred by Purchaser by reason of the delay in the acquisition of the Property. If Seller shall fail to consummate the transactions contemplated herein for reasons beyond Seller's control. Purchaser's only recourse shall be to bring suit to recover the actual costs incurred by Purchaser in connection with this transaction. No delay or omission in the exercise of any right or remedy accruing to Purchaser upon any breach by Seller under this Agreement shall impair such rights or remedies or be construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by Purchaser of any condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained shall not be deemed to be a waiver of any other condition or of any subsequent breach of the same or any other term, covenant, or condition herein contained. 14. p"f ult by Purchser. If Purchaser should fail to consummate the transactions contemplated herein for any reason. the Seller hereby waives (i) the right to specific performance of this Agreement and/or (i1) the right to bring a suit for damages for breach of this Agreement and/or (iii) any other rights or remedies available to Seller. it being understood and agreed that the foregoing waiver by Seller is an essential inducement given by Seller to Purchaser to enter into this Agreement. 15. Governing law. This Agreement is governed by and will be construed in accordance with the laws of the State of Florida. i lb. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed an original. 17. "Closina•. The word "Closing" or words of similar import as used in this Agree- ment will be construed to mean the originally fixed time and Closing Date spe- -9— IL0471. -tified herein or any earlier or adjourned date agreed to in writing by the parties. l8. Assignment. Purchaser may assign this Agreement without the consent of Seller and the representations, warranties, covenants and agreements herein contained and all other rights of Purchaser arising hereunder will inure to the benefit of any such assignee. 19. Access to Property. Seller shall allow Purchaser and its agents to enter upon and inspect the Property and any part thereof and all books. records and accounts relating to the Property or any of its operations, at such times and from time to time as Purchaser may reasonably request. 20. lgrmites. Purchaser, at Purchaser's expense within time allowed to deliver the commitment of the Title Company to issue the Title Policy may have the Property inspected by a Florida Certified Pest Control Operator to determine I +; whether there is any visible active termite infestation or visible existing damage from termite infestation in the improvements. If Purchaser is informed of either or both of the foregoing, Purchaser will have four (4) days from date of written notice thereof or two (2) days after selection of a contractor. whichever occurs first, within which to have all damages, whether visible or not. inspected and estimated by a licensed building or general contractor. Seller shall pay valid costs of treatment and repair of all damage up to 2% of Purchase Price. Should such costs exceed that amount. Purchaser shall have the option of cancelling Contract within five (5) days after receipt of contractor's repair estimate by giving written notice to Seller or Purchaser may elect to proceed with the transaction, in which event Purchaser shall receive a credit at closing of an amount equal to the total of the treatment and repair estimate not in excess of two M) percent of the purchase price.. "Termites" shall be deemed to include all wood destroying organisms required to be reported under the Florida Pest Control Act. 21. Inspection: Repair and Maintenance. Seller represents that. as of ten (10) days prior to closing, the roof (including the fascia and soffits). and walls do not have any visible evidence of leaks or damages and that the septic tank, pool, all major appliances, heating, cooling, electrical, plumbing systems and machinery are — 10 — 10471 made of said items by an construction, repair and maintenance thereof and shall report in writing to Seller such items that do not meet the above representations, together with the cost of correcting same, prior to occupancy or not less than ten (10) days prior to closing, whichever occurs first. Unless Purchaser reports such deficiencies within said period Purchaser shall be deemed to have waived Seller's representations as to deficiencies not reported. In the event repairs or replacements are required. Seller shall pay up to three percent (3%) of the purchase price for such repairs or replacements by an appropriately licensed person. However, if the cost for such repairs or replacements exceed three percent (3%) of the purchase price, Purchaser or Seller may elect to pay such excess, failing which either party may cancel this Contract. In the event Seller is unable to correct the deficiencies prior to closing, the cost thereof shall be paid into escrow at closing. Seller agrees to provide utilities service for inspections upon reasonable notice. Between the date of this Agreement and the Closing Date, Seller shall maintain the Property and Personal Property including but not limited to the lawn and shrubbery. in the condition herein represented, ordinary wear and tear excepted. Purchaser shall be permitted access for inspection of the Property prior to closing in order to confirm compliance with the foregoing. IN WITNESS WHEREOF. the parties have executed this Agreement as of the date first above written. WITNESSES TO SELLER WITNESSES TO PURCHASER 37P/VOL2 SELLER: By: Fiorentino Perez By: Amparo Perez PURCHASER: DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, an agency and instrumen- tality of the City of Miami. a Florida municipal corporation By: John J. Mulvena Executive Director 1O471 L r in working condition. Purchaser may, at Purchaser's expense, have inspection made of said items by an appropriately licensed person dealing in the construction, repair and maintenance thereof and shall report in writing to Seller such items that do not meet the above representations, together with the cost of correcting same, prior to occupancy or not less than ten 0 D) days prior to closing, whichever occurs first. Unless Purchaser reports such deficiencies within said period Purchaser shall be deemed to have waived Seller's representations as to deficiencies not reported. In the event repairs or replacements are required. Seller shall pay up to three percent (3%) of the purchase price for such repairs or replacements by an appropriately licensed person. However, if the cost for such repairs or replacements exceed three percent (3%) of the purchase price, Purchaser or Seller may elect to pay such excess, failing which either party may cancel this Contract. In the event Seller is unable to correct the deficiencies prior to closing, the cost thereof shall be paid into escrow at closing. Seller agrees to provide utilities service for inspections upon reasonable notice. Between the date of this Agreement and the Closing Date, Seller shall maintain the Property and Personal Property including but not limited to the lawn and shrubbery, in the condition herein represented, ordinary wear and tear excepted. Purchaser shall be permitted access for inspection of the Property prior to closing in order to confirm compliance with the foregoing. IN WITNESS WHEREOF. the parties have executed this Agreement as of the date first above written. WITNESSES TO SELLER WITNESSES TO PURCHASER 37P/VOL2 SELLER: By: Florentino Perez By: Amparo Perez PURCHASER: DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, an agency and instrumen- tality of the City of Miami, a Florida municipal corporation By: John J. Mulvena Executive Director 104-71 EXHIBIT A Property Description Lots 11 and 12, less the North 50 feet and less Street. Block 104, Lawrence Estates Land Co. Sub., Plat Book 2, Page 46, of the Public Records of Dade County. Florida. Together with Lot 13 less Street and the North 50 feet of Lots 11 and 12. Block 104. Lawrence Estates Land Co. Sub., Plat Book 2, Page 46. of the Public Records of Dade County. Florida. s 37P/VOL2 10471 I t AMERICAN INSTITUTE OF REAL [STATE APPRAISERS MRMSER•CORAL GAOLE9 BOARD OF REALTORS EXHIBIT 2d BOCI[Tr OF REAL ESTATE APPRAISERS MEMBER -FLORIDA ASSOCIATION OR REALTORS F. ROBERT QUINLIVAN, mA.L J. MARK QUINUVAN, MAJ, S.R.P.& REAL ESTATE APPRAISER! • CONSULTANT! 1101 PONCE OE LEON BOULEVARD CORAL GABLES. FLORIDA 22134 TELEPHONE "4.1032 July 26, i987 Roger H. Carlton, Director Department of Off -Street Parking Miami Parking System 190 N.E. 3rd Street ' Miami, Florida 33132 Dear Mr. Carlton: In accordance with your request and authorization, I have prepared this Abbreviated Appraisal Report of the following described property: Lots 111, 12 and 23, less south 10 feet for street, Block 104, Lawrence Estate Land Co. Sub., Plat Book 2, Page 46, Dade County, Florida. The purpose of the Appraisal is to estimate the Market value of the described property as of July 27, 1967, being one of the dates of personal inspection. This is to certify that I personally inspected the subject property and the surrounding neighborhood and have made a careful and detailed analysis as to its value. Attached is the Abbreviated Report which is made a part hereto, and contains the data gathered from my investigation. In my estimation, the Market Value of said property, as of July 27, 1987, Wass 1 $61b,000 JMQ: jpc (87-078) Respectfully submitted, . Mark Quinlivan, MAI, SRPA 104►'71. FMOMRI RE IMPORTAN'Y' DATE Identification 21 PrOoerty One-story restaurant building I&Cation 1461 S.W. 8th Street Miami, Dade County, Florida PuXpose gj AOnraisal Estimate Market Value Legal Descrinti.on Lots 210 12 and 13, less south 10 feet, Block 104, Lawrence Estate Land Co. Sub., plat Book 2, Page 46, Dade County, Florida. groRerty Rights AMraised Fee Simple assessment and Taxes Folio No.: 01-4102-06-632 and 633 Total Assessed Value: $641,3ll Tax Amount: $18,848.77 Land Area 150.0 Feet x X26.7 Feet 19,005 Square Pest gtilities Water, Sewer, Electricity and Telephone 1� ►� F. R08ERT QU{NLIVAN, MJI.i.. J. MARK QUiNLIVAN, M.A L. S.R.P.A. -10471. d , F. ROBERT QUINLIVAN, '. MARK QUINLIVAN, M.A.1., SXPA. TW s� 1n4'71. F. ROBERT QUINLIVAN, '. MARK QUINLIVAN, M.A.1., SXPA. TW s� 1n4'71. OIIlQ+iARY 07 IMPORTANT DATA _(Continued) zoning CR-3/9 Co=ercial Residential Highest And Eest Un Existing restaurant usage L Building Tmorovenents i One-story restaurant building containing 12,960 square feet. This building was constructed in 1935. I I' I� �i i� i i i;II I i t 1� F. ROBERT QUINLIVAN, M.A.I.. I. MARK QUINLIVAN, M.A.I.. S.LP.A. 1.04 71 VALUATION MLY62B In the valuation of the subject property, the appraiser has relied primarily on the Market Approach to Value. Considering the various ages of the subject buildings and relatively high land value of sites in the area, the estimation of physical and functional depreciation in the Cost Approach would be difficult to support. ]Be- cause of the difficulty in estimating depreciation, the reliability of a value indication by the Cost Approach would be questionable. An analysis of the market sales indicates most single - tenant store or restaurant buildings are being pur- chased primarily by users compared to investors. Therefore, the Market Approach would be more relevant than the Income Approach. The appraiser has gathered and analyzed land and build- ing sales along S.W, 8th Street in close proximity to the subject property. The land sales range in price from $19.53 to $40.00 per square foot. In the final analysis primary emphasis is given to Land Sales 9 and 10 which sold in December of 1986 and May of 1987 for $28.24 and $25.20 per square foot, respectively. These sales are the two most recent sales and they are similar in location. Based on a careful analysis of the -land sales, it is estimated that the subject site has a value of $27.50 per square foot. 19,005 Sq.Ft..x $27.50 per Sq.Ft.. $522,638 Land Value (Rounded) $5258000 F. ROBERT QUINLIVAN, miu., J. MARK QUINLIVAN, 1+ AJ., S&PA i TALVATION ANALYSIS JContinueal The building sales were analyzed on a price paid per square foot of building including land (sale price divided by building area) and on a price paid per square foot of land area including building (sale price divided by land area). The second unit of comparison is considered in this analysis because apparently land value comprises the majority of the total property value. A comparison of the unit prices of the land sales of Table I with the price paid per square foot of land including building sales of Table II indicates no real significant difference. The building sales are being purchased primarily at land value prices. The buildings, however, are still being used on an interim basis. The price paid per square foot of land including build- ing of Sales C. D and E are higher than Sales A and B due to lower land to building ratios. The buildings ap- pear to contribute value if the property has a land to building ratio of 1.5 to 1 or less. Based on a careful analysis of the building sales, it is estimated that the subject property has a value as follows: Value Indication by Market Approach Land Area 19,005 Sq.Ft. x $31.50 per Sq.Ft. = $598,658 Building Area 128960 Sq.Ft.'x $48.50 per Sq.Ft. = $628,560 Value Indication by Market Approach $6158000 Based on the data and analysis in this Report, it is estimated that the Market Value of the subject property, as of July 27, 1987, was: Land $525,000 Building $ 90.000 Total $615,000 F. ROBERT QUINLIVAN, m A.1.. ). MARK QUINLIVAN, M.A.1., SXP.A. 1LO4471 T 717 0 TABLE 03 r" a A SUNt3ARY 2P LAND SALES z Sale No. Data Sale Price Address ORB/Paq Size (SgFt) Zonin Per s Pt a 1 10/4/83 $ 4000000 3971 SW 8 St 11945/349 13,200 CR-3/7 $30.30 2 10/19/83 $1,131,555 2920 SW 8 St 11944/1441 37,981 CO-1/7 $29.79 3 3/7/84 $ 585,000 1800 SW 8 St 12078/2871 24,393 CR-3 7 $23.98 4 0/31/84 $1,330,000 2920 SW 8 St 12270/2206 37,981 CC-1/7 $35.02 5 10/2/84 $ 240t000 SW 8 St 6 SW 12308/1553 10,620 Cat-3/7 $22.60 8 Ct 6 9/27/85 $ 650t000 900 SW 8 St 12653/772 33,279 CR-3/7 $19.53 7 1/14/86 $lt225t000 3059 SW 8 St 12761/2417 40,500-11/7/2 $30.25 a c 8 2/21/86 $ 650t000 2965 SW 8 St 12803/43 16,250 CO-1/7 $40.00 9 12/31/86 $ 5000000 3299 SW 8 St 13150/1495 17,707 CR-3/7 $28.24 10 5/20/87 $ 297,400 1770 SW 8 St 13288/3006 11,800 CR-3/7 $25.20 Subject 1461 SW 8 St 19,005 CR-3/7 CABLE 11 VJPAWT Qf WILDING SAUS finer hid/ Pifer Mid/ ;q 7o Land •!dg tam to wt of Lind wt of QId1 w Sdr Ro. Q Srtr !Mier An ddrr 0IlSJPagt Size ( t} Size ( t} lldg Ratto 2en� fmiudieq 1td1 - Bnciudtnl Lind A ! A 12M 1160,000 1353 w I! 1t 12R4/Ts6 6.450 2.66? 2.4 to 1 1962 CR•3/T 124.01 1s9.99 za < Z 0 1/fi6 sm.000 430 sv a It 12T66/639 1s,309 6,192 2.5 to 1 1947 CR•3/7 123,0T 2s9.n y Z C 2/6+6 11MON 1419 11t 0 It 12M/33T0 6,350 5,530 1.1 to 1 1930 CR-3/T 130.T1 135.26 = 3; Q 11/06 2400,000 1T00 1Y 8 1t 130MI3146 12.690 Q.2s2 1.5 to 1 1923 CI!•3/T $31.90 "NAT i; 1/0T S230,o00 1422 lit 0 1t 13140/29ts T,000 6.440 1.1 to 1 1946 SPI.14 132.06 M.67 116i•ct 1461 w A 1t 19,00s 12,960 1.5 to 1 1933 CR•3/T 10471 This Appraisal is made subject to the followings The legal description furnished is assumed to be correct. The information contained in this report was gathered from reliable sources, but it is in no sense guaranteed. No responsibility is assumed for matters legal in character, nor is any opinion rendered as to title, which is assumed to be good and marketable. Any existing liens or encumbrances have been disregarded, and the property is appraised as free and clear with management assumed to be competent (if income property, and the ownership to be in responsible hands, unless otherwise stated. If no survey has been furnished to the appraiser, all measurements have been confirmed either in the field, in the plat book, or by other reliable sources and are presumed to accurate. If no soil test has been furnished to the appraiser, it is presumed that there are no unusual soil or subsoil conditions. If no structural engineering report has been furnished to the appraiser, it is presumed that there are no structural deficiencies. The description of the total valuation of this report between land and improvements applies only under the existing program of utilization. The separate valua- tions for land and improvements must not be used in conjunction with any other appraisal and are invalid if so used. In reference to proposed construction, the real estate taxes and other expenses are estimated. These amounts are not guaranteed. The appraiser is not required to give testimony in Court with reference to the subject property unless further arrangements are agreed to. F. ROBERT QUINLIVAN, MAJ.. ). MARK QUINLIVAN, M.AJ., SXPA 10471. �!' ' • '10 • : The appraiser does hereby certify that, except as otherwise noted in the appraisal report: I have no present or contemplated future interest in the real estate that is the subject of this appraisal report. I have no personal interests or bias with respect to the subject matter of this appraisal report or the parties involved. My compensation is not contingent on an action or event resulting from the analyses, opinion, or conclusions in, or the use of, this report. The reported analyses, opinions and conclusions are limited only by the reported assumptions and limiting conditions, and are my personal, unbiased professional analyses, opinions, and conclusions. My analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Practice of the American Institute of Real Estate Appraisers. No one other than the undersigned appraiser prepared the analyses, conclusions and opinions concerning real estate that are set forth in this appraisal report, un- less otherwise stated. I certify that I have personally inspected the property and that according to my knowledge and belief all statements and information in this report are true and correct, subject to the underlying assumptions and con- tingent conditions. Disclosure of the contents of this appraisal report is governed by the By -Laws and Regulations of the American Institute of Real Estate Appraisers of the National As- sociation of Real Estate Boards, F. ROBERT QUINLIVAN, M.AI. J. MARK QUINLIVAN, M.AJ., SXP.A. 4 nitPtJ1 Neither all nor any part of the contents of this report, especially any conclusions as to value, the identity of the appraiser or the firm with which they are connected, or any reference to the -American In- stitute of Real Estate Appraisers or the MAX or RM Designations shall be disseminated to the public through advertising media, public relations media, news media, sales media or any public means of communica- tions without the prior written consent and approval of the undersigned appraiser. The American Institute of Real Estate Appraisers con- ducts a voluntary program of continuing education for its designated members. MAIs and RMs who meet the mini- mum standards of this program are awarded periodic educational certification. J. Mark Quinlivan is cer- tified under this program. F. ROBERT QUINLIVAN, A.A.I., J. MARK QUINLIVAN, m.A-L, s.a.p.& 10471 DEPARTMENT Off' OFF-- STREET PARK I MG L' I VE YEAR SWMATEC"W I C AND �'i NANC I A L OPERATIONS P LAN L'OR THE YEARS �3 w m DEPARTMENT OF OFF-STREET PARKING PAGE 1 r MIAMI, FLORIDA **5YP88E1** ASSUMPTIONS FIVE YEAR PLAN 1988-92 ALTERNATIVE E1 GENERAL 1) REVENUES INCREASES 0 6 % (INCLUDES AVERAGE RATE INCREASES ON ALL FACILITIES) 2) EXPENSES INCREASES 0 4% 198E ------------ 1) ADDITIONAL GARAGE REVENUES RECOGNIZED DUE TO LONG TERM LEASING COURT HOUSE CENTER. 2) INCLUDES FINANCING OF $1.5MIL FOR BLATE PARCEL 0 7.7% 3) INCLUDES FINAN. OF 01.0 MIL. OF ARENA START-UP COST @ 7.7% CASHFLOW $500K 4) INCLUDES 3 MONTH OF LOT REVENUES($370,000) R EXPENSES($291,000) OF ARENA ACTIVITY 5) ADDITIONAL GARAGE REVENUES RECOGNIZED DUE TO LONG TERM LEASING COURT HOUSE CENTER-6 MONTH FIRST YEAR 4*32,000 PER YEAR OVER 10 YEARS) 6) ADDITIONAL BORROWING OF $900,000 TO PURCHASE ALICINO PROPERTY @ 8.5% 1989 ------------ 1) ADDITIONAL GARAGE REVENUES RECOGNIZED DUE TO LONG TERM LEASING .» COURT HOUSE CENTER (032,000 PER YEAR OVER 10 YEARS) 2) ADDITIONAL LOT REVENUES RECOGNIZED DUE TO ARENA OPENING USING 150 EVENT @ 50% UTILIZATION LEVELS IN THE 1ST YEAR 3) NO ADDITIONAL NEW METERS 4) INITIAL YEAR OF AMORTIZATION OF $500,000 ARENA PAYMENT TO BE AMORTIZED OVER A 5 YEAR PERIOD(PAYMENT MADE IN FY 86/87) 1990 ------------ .�, 1) OPENING OF COCONUT GROVE GARAGE USING 80% UTILIZATION IN THE 1ST YEAR 2) NO ADDITIONAL NEW METERS 3) INITIAL PAYMENT GARAGE 1 AIR RIGHTS PAYMENT $25,000 4) FINNANCING OF GARAGE 2 ADDITION 5) START OF OLYMPIA BUILDING RENT EXPENSE (023.00 X 25000 SO. FT.) $570,000 FOR THE FIRST YEAR ASSUMES PRE -CAP INTEREST IN 1988 s 89 .. 1980 1989 1990 1991 1992 ------------------------------------------------------------ 0 0 570,000 592'800 616,512 a 1991 ------------ 1) NO ADDITIONAL NEW METERS 2) OPENING OF GARAGE 2 ADDITION • 1992 ------------ 1) NO ADDITIONAL NEW METERS s DEPART1ENf OF upF-STREET PARKING NIANI, FLORIDA STATEMENT OF REVERES Rill EIPEM�G YEARS ENDED SEPTE1BERR 31 FIVE YEAR PLAN DINELTIO B ALTERNATIVE El *H5YD88Ellt 31-Nryree 05331125 PM PAGE 2 19s1 ACm 1997 OMIJEtED 1988 1999 19% ISSN 19E 1982 1993 1984 1985 1986 OPERATING NEYDRES1 PARKING FACILITIES 1,191,111 1,977,622 2,4M,817 2,537,0el 2,521,421 2,5041411 2,M%477 2,252,70 2,613,9% 3,35%233 3,947,915 4,228,227 PARKING LOTS 911,819 1,2M,216 1,565,735 1,928,515 2,218,252 2,MN 487 2,943,945 3,281,335 3,9e3,994 4,112,233 4,331,927 4,563,721 WSTREET FACILITIES 137,469 987,248 1,106,422 1,490,199 1,6ASM 1,623,033 1,944,286 1,912,723 2,613,9% 2176e M 4%5,847 3,101,398 1111g" 1 MNINISTRTTIVE FEES 1o,01e 11,M1 22,919 241,572 235,3% 104,788 195,345 222,472 215,897 399,232 80,25e 44928 979263 449,364 32161" 476,326 315,785 50,915 394932 OTHER 44,433 79,218 194,713 10%342 11%061 • 0 1 • 1 • 1 1 1 • 0 1 TOTAL OPERAI REVMM 499D,732 4,254,314 %371,5% 6,395 435 6,777,962 6,783,984 7,556,177 7,926,242 9,634172 11,05,162 12,067,e01 14792,184 IPERATING EIPElY5ES1 SALARIES 1 FRINGES REPAIRS AND MAINTENANM SEGAAITY UTILITIES IN611RRN1E �+ PROPERTY 18ML/TEV. 9010 PARKING METER PARTS A 116TR111TION LEGAL 4 PROFESIOfL a- SPPLIES A101 NISCU ANVO118 SPECIAL ASSE9ENT EWIPMENT RENTAL TOTAL OPERATING EIpO6E8 OPERATING INEOE BUM OEPIECINTION M AN01RTIZAT1OA w+ DEPRECIATION 1 ANDATIIMION OPERATING INCOE 110N-OPERATING INCOEtMENSEB)o INTEREST INCOME: + C NRAENT llNEST1ENIS RESTRICTED INVESTMENTS DISPOSAL OF PROPERTY INTEREST EIPONS£ COATRACTIRL SERVICES-M *A N TOTAL 101-OPERATING INME(EIPMI INCOME BEFORE EXTRAORDINARY ITEM EITRI INAAY ITEM - SAINIDSSI ON MDT REFINANCING OPERATING TOWER - CITY NET 1114E 738,653 911,381 1,216,916 1,990,525 2,066,292 212SZOM a,452,674 2,6A593 3,05•,948 3,394,213 3,346,3M 3,477,473 455,5% 569,827 728,992 416,876 501,678 446,445 517,591 358,16e 717,366 M534 817,933 850,631 129,378 149,379 219,ee2 242,731 247,576 261,926 261,298 313,70 4N,75• 492,60 529,992 51,192 160,425 Mal 1916583 242,519 245,489 251,698 241,256 M638 327,378 379,465 391,371 447,132 46,681 49,12E 52,782 71,358 151,687 158,412 192,711 244,359 3e7,22e 324,5M 339,489 353,169 26,2% 28,961 ^547 92,013 198,891 288,625 681,972 601,197 1,854,03 1,713,845 1,831,926 1,959,313 69,517 M%464 286,342 63,19E 58, 927 13,121 32,492 4,00 . 4,0M 4,164 4,326 4,499 8%391 140,535 97,484 197,974 69,925 127,495 171,675 231,7M M50 234,521 243,981 M657 3%5M 127,414 99,570 225,938 140,495 159,461 M921 443,475 59,662 417,619 427,113 444,197 9 6 0 1 75,163 73,M1 73,480 77,2M 77,50 77,5410 77,588 77,500 • • • 1 13,569 17,4% 18,651 25,401 37,6M 3%184 40,660 W4295 1,741,713 2,449,002 2,919,2% 3,453,107 3,769,596 4,052,538 4,897,222 50421,315 6,m9933 7,74420e 1,051,614 e,420,9M 1,249,e29 1,816,222 2,451,301 2,852,428 3,M8,366 2,731,446 2,658,855 45M,937 E1925 M 3,2611074 4,917,186 4,371,245 (416,207) (M9,652) (811,8671 (930,343) 11,078,332) (1,114,371) (1,161,3291 11,214,652) 11,576,627) 41,789,7671 11,943,929) 429025,329) ONN742 1,195,571 1,649,433 1,922,9M 1,931,134 1,617,e75 1,497,535 1,291,255 1,348,612 1,4729197 2,173,257 2,345,917 65,316 74,90 56,641 2e4,i79 344,577 333.559 316,19E 22 m 132'm 125,1M 125 M 125,1M 816,491 478,5M 373,26E 345,504 244,316 359,96 1301355 99,50 91,e01 138,720 172,816 172,806 (15,912) 0 412,715) (1,339,731) 5,178 11,499,242) 5,514 11,383,122) (7,229) 35,542 0 e 1 1 9 (1,478,838) (1,328,161) 11,443,468) 41,586,8311 1291499236) (2,456,816) 144%,8161 (418,715) e (1,31%433) • • • 0 (2%,847) • • • • • • 447,189 (762,953) (922,533) (854,381) (788,715) (I,e79,431) (8%172) (1,121,9681 11,364,BM) 11,184,316) (2,159,1111 14159,6181 1,287,931 432,617 72649M 1,167,714 1,141,319 537,PA 641,363 169,317 116,226) (414489) (85,753) I*W 1 • 8 799,%6 • (2,566,725) e 1 e • • • 0 1 1,287,931 432,617 MOM 1,867,676 1,141,319 (2,e31,e811 641,363 169,317 (16,226) 1412,4e91 185,753) 186,W 901EDLLE OF OENT SERVICE COMM e;svwiei x4wy-lS 05007 IN Olff 3 _ YEARS ENREO 9 PTENBER 31 OETWT ENT OF OFF -STOW 110111111111 NIAN1, FLORIM — FIVE YEAR PLAN P11=1I(06 f ALTERNATIVE El PlnldhO 1911 1912 1913 19M 1915 1916 1917 19M 1919 1991 1"1 1992 INCOE IRIAILIVA E FOR SEAT IERHM OP41MOZ 02,351,7f2 f2,M1,213 f3,412,111 f3,517,M9 f3,424,921 f3,193,312 12,127,431 04147,239 f1,5AS% 114,3144992 M,669,1111 DEBT SENNICEt INTEREST OI Munn am 1,32%920 1,312,131 1,325,436 1,4679357 1,361,547 11446,342 1,111,637 1,164,937 1,147,118 1,M452 t,916,f61 t,i16,KA INTEREST ON 9R10mIN1TED 11000 1 1 / 1 1 0 91,247 225,50 MAN 3117,31111 31145111 31795M ANXITIIIITIOI in 159E COST 16,114 14,295 14,295 21,115 22,575 24,408 mow 53,031 52,220 57,214 53.29 54252 w, TOM INIEIEST EVENEE 1,34km* 1,316,4n 1,339,731 1,419,242 1,393,122 1,471,130 1,327,461 1,443,40 1,516,031 t,1416236 1,456,016 P,456,116 PRINCIPAL ON SENIOR 11011119 150,0M 1Z5 M 171,111 155,1111111 16/610 AM 31N M 3311,111111 345,10 310,1M 3l6,111 315,0M 1 p. PRINCIPAL O1 OMMIED m / 1 1 0 1 6 1 1 / 1 9 Tm PRINCIPAL 15t,0M 155,111 171,1M 155,90 1611,0M 91,1M 315,0M 331,11101 345,1M M%= 313,0M 38S,Mf eo, OE1T 9ERNIIE ON SENIOR ADS 01,479,921 11,457,138 111,445,436 61,622,357 111,520,517 $1,536,342 01,495,637 111,494,937 f1,492,110 ft,/74132 ft,M1,04orl"l,so DEBT SERVICE ON ST1BdmINATEll 1101119 1 / 0 9 1 0 A247 225,50 3117,501 397,50 397,50 317,50 w 7DRAL MR SERVICE PRINCIPAL 6 1111two! 1,479,921 1,457,130 1,495,436 1,622,357 1,529,547 1,MrN342 1,515,114 1,7216437 1,V%611 t,461,952 t,710,5% 4711,564 MIT SERVICE CwwK RATIO 011ENi0t 111111116 an 1.43 1.6t 1.93 L15 2.37 L23 t.17 1.09 t.11 1.78 1.110 1.% MR SERVICE CUNENA51: RATIO INCLUDING m miwm (RODS (IO 1.0 1.62 1.93 L15 t.37 L23 1.95 1.64 1.67 1.43 1.5 1.67 ADDITIONAL (EKEZ)AEVEllE9 TO NED 1.5 12464712) 1327,118 160,134 (132,1461 (416,205) r, CE1rT SERVICE C uE m ON ALL Ku AmDITIOIL IEfPF7O11EVERB 101EET 1.25 (676,0911 fM,7171 (44%40) 1129,207) 11,11;3461 DEPARTMENT OF OFF-STREET PARKINS MIAMI, FLORIDA YEARS ENDED SEPTEMBER 36 CASH FLOW STATEMENT ALTERNATIVE E1 BEGINING CASH 6 INVESTMENT BALANCES (INCLUDES ALL UNRESTRICTED FUNDS) ADDITIONSt NET INCOME DEPRECIATION i AMORTIZATION GAIN(LOSS) ON DISPOSAL OF PROPERTY AMORTIZATION OF BOND DISCOUNT AND ISSUE COST ADDITION TO LONG TERM DEBT (MPS REV.BOND) OTHER DEBT FINANCING AMORTIZATION OF ARENA ADVANCE RENTAL PROCEEDS FROM LONG TERM SPACE LEASING SUBTRACTIONSt ADDITIONS OF PROPERTY PLANT 3 EQUIPMENT DEBT SERVICE (PRINCIPAL ONLY) TRANSFERS TO CITY OTHER -LAND PURCHASE FOR CITY GUSMAN/sLYMPIA REDEVELOPMENT RECOGNITION OF DEFERRED REVENUES ENDING CASH 3 INVESTMENT BALANCES (INCLUDES ALL UNRESTRICTED FUNDS) O R M REQUIREMENT **5YP88E1** 31-May-88 05#18158 PM PAGE 4 PROJECTED ------------------------------------------------------------ 1988 1989 1990 1991 --------- 1992 --------- --------- 03,853,791 --------- 01,614,791 --------- $1,749,412 $2,202,054 $3,121,483 169,317 (16,226) (412,409) 485,753) 186,907 1,214,652 1,576,627 1,789,767 1,943,929 2,025,328 0 0 0 0 0 53,031 52,220 57,284 53,252 53,252 18, 200, 000 S. 3,706, 060 0 0 0 0 0 0 0 0 100,000 100,000 100,000 100,000 0 0 0 0 - 0 --------------------------------------------- 11,637,000 ------------------------------------------------------------ 1,712,621 5,234,642 2,011,428 2,365,487 13,533,000 1,201,008 4,380,000 675,000 650,000 330,000 345,000 370,000 385,000 385,000 0 0 0 0 0 0 0 0 0 0 ® 0 0 0 0 13,000 32,000 32,000 32,000 32,000 ----------------------------------- 13,876,000 ------------------------------------------------------------ 1,578,000 4,782,000 -------- 1,092,000 1,067,000 1,614,791 1,749,412 2,202,054 3,121,483 4,419,970 s aaaaa x=a ca=a v ma aaeaaasass=aasasasassassssasssssssass ssosssss 903,384 1,117,989 1,290,548 1,341,769 1,403,490 ssmasmaas=asssasssvaasaasysaaasmmassssssssssssssssssssssasss OEFARTENT OF OFF-STFIEi PMUS M3MP6BE1#+ 31-IM7-6• PASE S fkTRA1S/REVEl1E SNUNi SCHEDULE TLTEAATIVE El N/ai ICTRTL al/[2 CCm •2/83 Atm 83/04 Acura 84/95 ACIIA 05/06 ACTIM a6/07 ACTI/L /7/18 OIOSET N/•9 PROJECTED 691" PROJECTED 99191 PROJECTED 91/S2 PROJECTED LOT 6 COCOI0IT GROVE a • • 7,04 32,27• 35,827 • • • • • • LOT 7 MEIN LUTRER ADS LOT 9 NIA1T DADE • • • • 0 • 6 31,507 0 64136• • W292 a 67,544 a 75,159 a 79,419 • R2,596 • iS,9N • •9,336 LOT 22 RIOIEI4"m • • 0 • • • • • • a a • a • a LOT 23 RICKEISW ER LOT 24 FEC INTERIM i i a • 0 0 a 0 • a • • i 222,700 a M2 • 21,209 22,141 AEG 23,947 LOT 25 CIVIC CENTER • • • • • 36,124 72,591 64,151 64,135 *70 69,366 72,143 COT 26 civic CENTER S,2" mom 316541 43,171 58,700 59,593 57,712 59," 62,30 64,792 67,314 7•,a79 LOi 34 DOYT00R cow • • • 0 • • • a 0 • • • • • LOT w sts11 • • i 0 • • • a a 376 • • • • • a • • • • • • LOT 10 ran AVA PARKINS i • 0 • • a a 113,709 454,II3► 524,389 608,29% W162 am LOTS 0 • • 3,435 965 a a • • a i a I= EVO01E SA1M1N0 2420 I%m ^541 A"? 156,699 197,6A 42a,616 313,171 681,977 768,618 a4S,a12 9^367 RENTI.S CTCMIT GROVE LOT 6' • • a 0 a 50,00 2pR,00• 21k0N 2N,0N MORN 116,329 224,973 Gm LOT 41 • • 0 4 • 32,90 Am Am EARN 62,40 64,a% 67,492 NICKELL LOT 27 • • • 6,00 42,0N 7150 0 0 • . 0 • • AROA PARKING • i a • • i • 2e,a>» 112,0N 112,000 112,aM 112,0N OFFITE IBM • a • • • • • • 0 S^W 59 W 6IN512 am LOTS 6 6 6 6 6 6 6 26 26 26 26 26 am REllms • • • 0 116 399 359 6 a • • • TOTAL alNm 6 6 6 6,86 42,192 %7% 260,356 MOM 372,R26 99,45 986,941 1,121,103 1i,29• 2%061 38,517 92,03 19NI91 2.0,632 6N,972 6.1,197 1,054,N o 1,713,844 1,031,924 1,959,370 f 410 go dft ow aw Im ow 4 lErPAK11ENI IF IFF-SIFT PATINE NIANI, FLORIM UPITA. RMINEfENIS ALTERNATIVE El FY 19118 NINICIPA. 6RRIIEE NIL. 1 PAPERTY AMISITIINNBLRIE PANW IRNICIPIL GARAGE NO. 3 OFFICE SPARE EXPA SIN ELEINITOR MAINS *#5YPNEI" 31-Ksy-0 PAGE 6 �jTBRT FADING SOLRRE PIN KEN PNLW mg NEII BOWNINGS CAST NESEINES BOV OIN S 1.9 PRD]ECT OILER TWL PARSING LOn NAINTEKILE OWING LIWING FIVU1F NOtACE1R]fi8 DOING RE -STRIPING F W" IEPAINING WOW IEPLIR:INS BRICKS IN LAMCR N INS mow SANE AREA MOW GROPE RAr4 QE WAK LAND AMISITIa 111% PAVING LOT C813= POOR LITRE IiW" AREA LITTLE HAYAN I LAG ROtHASE11ST PAR:ELI LITTLE NNW LALD RIA3RGEI2IG PAFMI PAVING LOTS B.M. 17M ML MINER ARM PARKING LOTS VARIME SI1EB NINICIPAL LOT RIB FEASIBILITY SHOP DATA PANG MISTER PLAN PHASE 11 EXPANSION CF LOT 17 INA IN W11ER KING LOT) smiC SIGNIIEE IDGm PARKING TRANSIT AIOMV SNBIT man WAS STIDY NE7ER5 AIG METER PArtG M L 1988 l,S #90 B 1,5M,RM 1,SRB,m 30,8RB ^w ^m - Am Am 25,ou IBM 1B,NNAB IB,MB IBM IO,IIIi IB,MB 5,M 5,M 5,M 61804 M i,Bl/,IIB 6^001 3AW 35B,MB B 350,000 nkm 25B,BM 25,m Mow 5?310001 67�5,8�88 153,005 153,0011 ls%m 29481,010 SRB,BRB l,9M,IM P,4M,RM N,m Am 4,en PA$w EAM 25B,M11 Am 25,9" 2S,RRB J,m 3,M 3,BM 15,m 15,BRB Imm Imm 128,/M 13,533,1100 3,333,0/11 19,2R',090 B B 14SAINIB OERfMi1100 OF OFF-STREET PIMUNB NIA11I, FLORIDA CAPITAL REaURBUT9 ALTERNMIVE El F1 19M MUNICIPAL GARAW MO. 1 FAMxADE RESTORATION 1DC,AROE MITI* PURfJe15£ T.V. SIAIIVETWAME EOU "M pwoR UVEsaL To ELEVATOR EDUIPNNT 13 ELEWMP STREET INPRUJEN7fi8 NIIICIPAL WAGE 1D. 2 SWAGE FXMID1 FEASIeILM 9W ELECTRICAL REPAIRS PURt7M T.V. St KILLANCE MIIPNW Nam OVERDML TO ELEVATOR EUUIPIENT TOP WM - RE-W 1QRYMER NNICIPAL Offa Al. 3 DUIL011 s 11PROVw f - PRINT AND IMIRS PIIIM}M PORTAMR.E 93CRATORG" AM TIP DEOI - WATEWPOUF CORTUAS AND JOINTS RAM T.V. SIWIUAEE MlIPN7Q METER SIADP AND No PNIOF11B so PETERS AND METER PARTS DATA PINESSIN S N1STER PUN Am 11 TEAL 19" PARE 7 arm RKET FTMDINi SOUK E NEW PROJECT 005P IEM CORIMIIIN65 COST RESERVES DORROIAINOS 1.9 PROJECT OTIEA TOTAL D1,eN e/,n1 n,n1 TS w 75,DN 75.W ISD,ND IAW I50,ne 138,9e 130,DN 131,DN Am 30,001 39,W Ases Am �� IS,DN 15,M Iss,n1 1n,0M 1n,0N 75,M 75,0 75,ns ^M 314M 3/,10/ Am 75,e10 75,01 6,sn 6,on 6,DN 30,101 51,0n 50+M *ow 4ken M,eN 11D,DN Inks" I",N$ 120,M 121,/N 121,00 In,e00 lesion Ies,en 1,2e1,e1s 1,211,w 0 / / 1,211,n1 T _-------- ---;. ; KPINMENi W 111-ollam P aiw NIRNI, FLORtoo " WITA. REOt1IRF7 M wpm no" _ AMRS sun - PR6E • MMOVRTILE El IkV .. PIMI DEW lEU NRtROtiN6S COST IESEM Ote NINo 1.1 PR41ECt •NEJ! TM FT 190 NINICIPA. LiTR a la 1 ._ WPM HJ MTORS NXICIPIL WAPEE ML 2 13•,en 13•,en 13kM TOP OEM - igTEww MT1N• AO Jo1Ni8 - token liken � SWAM 92 WITHN INNICIA4. sym ML 3 4mm 3,791,en lee,w 3,7••,w RMDVM EIEMOU LENS• = "IE1117ORG AA wnm mm Sl aim T.V. •6EI LOM oumm *� �� 75,en JW= MMI;L IMM - PwINS tot 6•,w 6•,w •. 14T• PROCESSING WSTEN PLAT M aE 11 lo.en lo,en Kim WIM no w" Pam 175,w 175,w io,NNF 175,w T•OL i99• Mw,•o 6o,w 3,7o,w • • 4,3oken Fr 1991 w 6Rp•f i LOT NEP•l1B IEIERS Ate *m mM enrw 175,tN1 5o,w I75,w ,mow TOtA. 1991 l.�w e'enrw • • • 6754w +. FT 199t MW 6 LOT REPRIeS METERS 110 NE►FA PINTS en'en 15•,w w 155kou So win mra.14t2 « 65•,en 65•,en • • • 65•,w TOfA FILE iFAR9 =R434,w ��7g.w Ijgpro• • • o,e39,w Y i.,6 s o5YPB8EIN PAGE 9 ppNMiMEM[ 6 IFF3110 FOM06 WANT, Rolm CAPITA. MEOIIMEMENT5 ALTERNATIVE El w M • i aR Y7 er .s .v OMEF ITEMS ORER CONSIDERATION f COST Ip 9 L EFFECT NOT REFLECTED IN FIVE TEAM MXAM SPACES 1,20,M THIS PROJECT IS TO DE FIMFKED CY THE CITY AP MIAMI FT WIN Rpm Soon WwawENT 17,f9f,008 PARKING INMIMG LAM f7,214,10114 SELL SPACE 1<46MINST FF 011ie LITTLE HR" SPECIALTY CDIFEII Mf 3,6RO,8DOO DOAP TO Tin $1.0 MILLION STATE OF FLORIDA TO FU D 92.6 NItL IN FY WIN WAGE LOT tf DAORE 'LAND AA15I11ON 12,f99,lff I.f I1IYERAEE PROJECT WITH WITH THE STATE AP FLM A FY O LOT 1f - 6ARI6f: CO6TRNCTION 1,S9f 2f,fd9,f9f Lf (3NERRGE PAOIECT kE1N 71E CITY OFNiAlt FY Meg FECISIL£NTEIMIIL PARK ORRRIE 2,2M 9,D9f,ow 1.9 EMARE PROJECT WITH IRE PROPERTY OWNER eeJe9 NM15ON tMact 1,90 z Sef 12,59D M NM169 MINMI STADIUM �4if 12,9Pf,M f9f AMN OWE tAgl PART 1NPRDVEM9fi8 FY *191 MAYFRAM PARK 1 e,f9f 9247ef M l EXHIBIT 4 WD) 1S91O1172T�,, 0► AUG D88 t 701 Brickell Avenue �.. co Miami, Florida 33131 � �('���►�O c August 9, 1988 Mr. Daniel Morhaim Director of Finance Department of Off -Street Parking 190 NE Third Street Miami, Florida 33132 Be: Tax -Exempt Loan of up to $1,200,000 to the City of Miami Department of Off -Street Parking in Connection with the Latin Quarter Specialty Center Dear Mr. Morhaim:: I an pleased to inform you that Barnett Bank of South Florida, N.A. (the "Bank") has approved a tax-exempt loan of up to One Million Two Hundred Thousand Dollars ($1,200,000) to the City of Miami's Department of Off -Street Parking (the "Department"). The proceeds of the loan will be used for the purchase of two parcels of land which will comprise a portion of the site of the future Latin Quarter Specialty Center. This approval is subject to the preparation and execution of loan documents 'in a form and substance satisfactory to the Bank and its counsel in accordance with the terms which are summarized below and to the continued creditworthiness of the Borrower. The loan documents shall contain such representations and warranties, conditions, affirmative and negative covenants, events of default and remedies and other provisions as are usual and customary in this type of transaction and as Barnett and its counsel may deem necessary, which, it is understood, will be substantially identical to such as were contained in Ordinance #10423 of the City of Miami, dated April 14, 1988, and the supporting certificates and opinions of counsel. This approval will expire if the underlying documentation has not been executed on or before September 30, 1988, unless, before that time, the Bank extends the deadline in writing. The facility is subject to, but is not limited to, the following summary of basic terms and conditions: Barnett Bank of South Florida, N.A. 104'71. Mr. Daniel Morhaim Page -2- August 9, 1988 Amount: Summary of Terms $1,200,000 Purpose: To purchase 2 parcels of land totaling 38,000 sq.ft. which represent a portion of the land that will make up the proposed Latin Quarter Specialty Center on SW 8 Street. Maturity: April 30, 1990 Rate Options: I. Interest floating, adjustable daily, at 82.14% of Barnett Banks, Inc.'s Prime Rate, as announced from time to time. II. Fixed at 8.13% provided that Prime is 9.5%, or, such other rate as may be established at closing which will provide the Bank a comparable yield. Terms of Repayment: Interest payable quarterly; principal payable in full at maturity. Collateral: Junior lien on all Departmental revenues; junior only to the $16,250,000'Series 1986 Bond Issue and on an equal priority and parity basis with the $2,000,000 privately placed 1986 Bond Issue and the $2,500,000 Bond Issue previously placed with Barnett. Additional Conditions: 1) Closing documents, certificates, and opinions substantially identical to, with substantially identical representations, terms, and conditions j as those contained in loan documentation j on existing $2,500,000 Subordinated Parking System Revenue Bonds, Series 1988, the major features of which are j summarized as follows: a) debt service j coverage on Bank debt to be 150%; b) prohibition of additional indebtedness j of equal or prior dignity; c) throughout terms, Department to continue its current j policy of maintaining surplus cash reserves; and d) full gross -up provisions. L 1. 104'71, r pa.niel Morhaim -3- gust 99 1988 2) Department to reimburse Bank for all out-of-pocket expenses, fees and disbursements incurred in connection With preparation of the commitment letter and loan documentation Whether or not the transaction actually closes. If the foregoing correctly sets forth your understanding of this transaction, please indicate your acceptance of the conditions stated above and contained in the Summary of Terms by executing this letter and returning one executed counterpart to me by 4 p.m., August 15, 1988, after Which time this commitment shall expire. Barnett Bank of South Florida, N.A. By: to WRoahnil City of Miami Department of Off -Street Parking By: Title: Executive liector Date: August 12, 1988 1n471. a# • H&K DRAFT 08/05/88 ORDINANCE NO. 3.2 AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA, AMEND- 3.6 ING ORDINANCE NO. 10423 OF THE CITY AND AUTHORIZING THE ISSUANCE OF $1,200,000 IN AGGREGATE PRINCIPAL 3.7 AMOUNT OF SUBORDINATED PARKING SYSTEM REVENUE BONDS, SECOND 1988 SERIES, OF THE CITY FOR THE PUR- 3.8 POSE OF ACQUIRING LAND FOR PUBLIC PARKING FACILI- 3.10 TIES WITHIN THE CORPORATE LIMITS OF THE CITY OF MI- AMI; PROVIDING FOR THE PAYMENT OF THE PRINCIPAL OF 3.11 AND THE INTEREST ON SUCH BONDS FROM (i) AMOUNTS ON DEPOSIT IN THE GENERAL RESERVE ACCOUNT CREATED PUR- 3.22 SUANT TO ORDINANCE NO. 10115 OF THE CITY WITH 3.13 RESPECT TO THE ISSUANCE OF THE CITY'S $16,275,000 PARKING SYSTEM REVENUE BONDS, SERIES 1986, ON A 3.14 PARITY WITH CERTAIN OBLIGATIONS OF THE CITY ENTERED 3.15 INTO PURSUANT TO ORDINANCE NO. 10186 OF THE CITY WITH RESPECT TO THE ISSUANCE OF THE • CITY'S $2,000,000 SUBORDINATED PARKING SYSTEM REVENUE 4.1 BONDS, SERIES 1986 AND WITH THE CITY'S $2,500,000 SUBORDINATED PARKING SYSTEM REVENUES BONDS, SERIES 1988; AND (ii) FROM OTHER AMOUNTS AS PROVIDED 4.2 HEREIN; PROVIDING FOR CERTAIN COVENANTS AND 4.6 AGREEMENTS IN CONNECTION THEREWITH; AWARDING THE 4.7 SALE OF SUCH BONDS TO BARNETT BANK OF SOUTH FLORIDA, N.A.; AUTHORIZING THE CITY OR AN ENTITY 4.8 APPOINTED BY THE CITY TO ACT AS PAYING AGENT AND REGISTRAR WITH RESPECT TO SAID BONDS; AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXECUTE ANY DOCU- 4.10 MENTS REQUIRED IN CONNECTION HEREWITH; AUTHORIZING 4.11 CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE 4.13 .ALL ACTIONS REQUIRED IN CONNECTION WITH THE IS- SUANCE OF SAID BONDS; AND PROVIDING AN EFFECTIVE 4.14 DATE. WHEREAS, The City of Miami, Florida (the "City") is 5.4 authorized pursuant to the Constitution and the laws of the 5.5 State of Florida, including particularly Chapter 166, 5.6 Florida Statutes, and its Charter, to issue its revenue 5.7 bonds to acquire land for parking purposes and to erect and construct parking facilities on land owned by or leased by 5.8 the City or the Department of Offstreet Parking of the City 5.9 (the "Department"); and WHEREAS, the City Commission of The City (the "City 5.12 Commission") on June 26, 1986 duly passed and adopted Ordinance No. 10115 (the "General Ordinance"); and 5.13 WHEREAS, pursuant to the General Ordinance, the 5.15 City previously issued its $16,275,000 Parking System Revenue Bonds, Series 1986 (the "Senior Bonds"), of which 6.1 $ in principal amount is presently outstanding; and 104'71. WHEREAS, Section 718 of the General Ordinance provides that the City may issue Subordinated Debt, as such term is defined in the General Ordinance ("Subordinated Debt"), subject to the conditions set forth in said Section 718; and 11HEREAS, pursuant to Ordinance No. 10186 (the "1986 Subordinated Debt Ordinance") enacted by the City Commission on December 11, 1986, the City issued its $2,000,000 Subordinated Parking System Bonds, Series 1986 (the "1986 Subordinated Bonds"), which constitute Subordinated Debt un- der the General Ordinance and of which $2,000,000 in princi- pal amount presently remain outstanding; and WHEREAS, in connection with the 1986 Subordinated Bonds, the Department entered into a Repayment Agreement (the "Repayment Agreement") and a Pledge Agreement (the "Pledge Agreement"), each dated as of December 30, 2986, with Sun Bank/Miami, N.A., in order to induce Sun 3ank/Miami, N.A. to issue a letter of credit securing the 1986 Subordinated Bonds, which Repayment Agreement and Pledge Agreement constitute Subordinated Debt under the General Ordinance; and WHEREAS, pursuant to Ordinance No. 10423 of the City (the "Prior Ordinance") enacted by the City Commission on April 14, 1988, the City issued its $2,500,000 Subordinated Parking System Revenue Bonds, Series 1988 (the "Prior 1988 Bonds"), which constitute Subordinated Debt un- der the General Ordinance and of which $2,500,000 in aggre- gate principal amount remain outstanding; and WHEREAS, the Department desires to acquire the ands described on Exhibit "A" hereto for the construction thereon of surface or other parking facilities (the "Project") and to finance the same through the issuance of its Subordinated Parking System Revenue Bonds, Second 1988 Series (the "Second 1988 Series Bonds"), which would consti- tute Subordinated Debt under the General Ordinance and would be secured and payable on a parity with the 1986 Subordinated Bonds, the obligations under the Repayment Agreement and the Pledge Agreement and the Prior 1988 Bonds; and WHEREAS, the conditions precedent to the issuance by the City of Subordinated Debt pursuant to Section 718 of the General Ordinance have been or will be complied with, and :he requirements of Section 18 of the 1986 Subordinated Debt Ordinance for the issuance of "Additional Parity Bonds," as that term is defined therein, have been or will -2- 6.3 6.4 6.5 6.6 6.8 6.10 6.11 6.13 6.15 7.1 7.3 7.4 7.6 7.7 7.8 7.11 7.14 8.1 8.3 8.5 8.6 8.7 8.8 4 nzvv i be complied with prior to the delivery by the City of the Second 1988 Series Bonds; and WHEREAS, the City and Barnett Bank of South Florida, N.A. (the "Purchaser"), the registered owner of all of the outstanding Prior 1988 Bonds, desire to amend the Prior Ordinance to allow the issuance of obligations, such as the Second 1988 Series Bonds, on a parity with the Prior 3.98E Bonds with the.consent of the registered owner of the outstanding Prior 1988 Bonds; and WHEREAS, the Purchaser has consented to such amend- ment and has agreed to purchase the Second 1988 Series Bonds upon the terms set forth in this Ordinance; and WHEREAS, the principal of the Second 1988 Series Bonds, which shall be payable in full on April 30, 1990, and interest on the Second 1988 Series Bonds shall be payable solely from amounts on deposit in the General Reserve Account (the "General Reserve Account") created pursuant to Section 501 of the General Ordinance and held by the Department, such payments from the General Reserve Account being subject to the provisions of the first paragraph of Section 509 of the General Ordinance, and Section 21 of the 1986 Subordinated Debt Ordinance, and from amounts held in the Acquisition Account (as hereinafter defined) created hereunder; and WHEREAS, the City shall never be required to levy ad valorem taxes on any real or personal property within the City to pay the principal.of and interest on the Second 1988 Series Bonds herein authorized or to make any other payments provided for herein and the Second 1988 Series Bonds herein authorized shall not constitute a lien upon any properties owned by the City or the Department or located within the boundaries of the City; Now, THEREFORE, BE IT ORDAINED BY THE CITY COICAMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. Authority. This Ordinance is enacted pursuant to the Charter of the City, but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; the Constitution of the State of Florida; the General Ordinance; and other applicable provisions of law. -3- 8.9 8.11 8.12 8.14 8.15 9.2 9.3 9.5 9.7 9.8 9.9 9.10 9.11 9.12 9.14 9.15 10.1 10.2 10.3 10.4 10.5 10.7 10.8 10.12 10.13 10.14 14471. SECTION 2. Definitions. All terms used herein in 11.3 capitalized form and not otherwise defined herein shall have the same meanings as set forth in the General Ordinance. 11.4 Words importing singular number shall include the plural 11.6 number in each case and vice versa, and words importing per- 11.7 sons shall include firms, corporations and other entities, including governments or governmental bodies. In addition, the following terms shall have the 11.9 meanings set forth below: "Acquisition Account" shall mean the Acquisition 11.11 + Account created by Section 17 hereof. "Additional Parity Bonds" shall have the meaning 11.13 ascribed to that term in the 1986 Subordinated Debt Ordinance. "Adjusted Cast of Funds" means the fraction 11.15 ,(expressed as a percentage) determined by the Bondholder of the total interest expense of the Purchaser for each Galen- 12.1 dar year divided by the average of the ending monthly balances of all assets of the Purchaser fox such calendar 12.3 year. "Barnett Banks, Inc." shall mean Barnett Banks, 12.5 Inc., or any successor thereof. "Bondholder" or "Bondholders" shall mean the regis- 12.7 tered owner or owners (or authorized representative thereof) o£ a Second Series 1988 Bond. "Code" shall mean the Internal Revenue Code of 12.9 I986, as amended, and any applicable regulations thereunder. "Department" shall mean the City of Miami 12.11 Department of Offstreet Parking. "Determination of Taxability" shall mean final ac- 12.14 tfon as defined herein, if final action shall have been taken by the Internal Revenue Service, the Department of the 12.15 Treasury or any other governmental agency, authority or in- 13.1 strumentality, or a ruling of any court shall have been rendered, or other event shall have occurred, or other cir- 13.2 cumstances shall exist, any of which shall result in all or any part of the interest payable with respect to the Second 13.3 1988 Series Bonds not to be excluded from gross income for federal income tax purposes (other than the Alternative 13.4 Minimum Tax imposed pursuant to Part VI of Subchapter A of 13.5 Chapter 1 of the Code). The term "final action" shall mean 13.6 -4- 'i !� A ry.� either (i) action taken by an administrative agency of the federal government which cannot be appealed administratively 13.7 or in a court of competent jurisdiction•as to which the time 13.8 for administrative appeal or court action has expired; or (ii) action by any court of competent jurisdiction as to 13.9 which the time to appeal has expired or as to which an ap- 13.10 peal has been denied or dismissed without further right of appeal. "Parking Consultant" shall mean any engineer, en- 13.13 gineering firm or certified public accountants, parking con- sulting firm or corporation, or other qualified person, firm 13.14 or corporation having a favorable reputation for skill and 14.1 experience in performing the duties as required hereunder in 14.2 carrying out the duties of a Parking Consultant. "Paying Agent" shall mean the City or any 14.4 authorized depository designated by the City to serve as a 14.5 Paying Agent or as the place of payment for the Second 1988 14.6 Series Bonds issued hereunder that shall have agreed to ar- 14.7 range for the timely payment of the principal of, interest 14.8 on and redemption premium, if any, with respect to the Second 1988 Series Bonds to the owners thereof, from funds 14.9 made available therefor by the City, and any successors 14.10 designated by subsequent ordinance or resolution of the 24.11 City. "Permitted Investments" shall mean any investment 14.13 authorized pursuant to the laws of the State of Florida. "Prior 1988 Bonds" shall mean the $2,500,000 City 14.15 of Miami Subordinated Parking System Revenue Bonds, Series 1988. "Prior Ordinance" shall mean Ordinance No. 20423 of 15.2 the City, enacted by the City Commission on April 14, 1988. "Purchaser" shall mean Barnett Bank of South 15.4 Florida, N.A. "Rate of Interest" shall mean 8.13% per annum, as 15.6 may be adjusted pursuant to Section 7A hereof. "Registrar" shall mean the City or any trust com- 15.8 pany or bank with trust powers appointed from time to time 15.9 by subsequent ordinance or resolution of the City to serve 15.10 under this Ordinance. -5- 10471. s "Second 1988 Series Bonds" shall mean the 15.12 $1,200,000 City of Miami Subordinated Parking System Revenue Bonds, Second 1988 Series. "Senior Bonds" shall mean the $16,275,000 City of 15.14 Miami Parking System Revenue Bonds, Series 1986. "1986 Subordinated Bonds" shall mean the $2,000,000 16.1 City of Miami Subordinated Parking System Bonds, Series 1986. "Subordinated Bonds" shall mean the 1986 26.3 Subordinated Bonds, the Prior 1988 Bonds and Second 1988 Series Bonds. SECTION 3. Findings and Determinations. The City 16.7 Commission has found and determined and does hereby declare as follows: A. The City is authorized by law to issue bonds 16.9 for various projects, including the financing of the Project. B. It is necessary and in the best interests of 16.11 the City and the citizens and taxpayers thereof that the 16.13 City issue the Second 1988 Series Bonds in order to finance 16.14 the Project, and the Purchaser has offered to purchase the Second 1988 Series Bonds. C. The Prior Ordinance may be amended with the 17.1 consent of the registered owner of all the outstanding Prior 1988 Bonds. The Purchaser is the registered owner of all 17.2 the Prior 1988 Bonds and has consented to the amendments to the Prior Ordinance made herein, which amendments are neces- 17.3 sary to allow the issuance of the Second 1988 Series Bonds 17.4 and are in the best interests of the City and the citizens and taxpayers thereof. D. Because of the characteristics of the Second 17.6 1988 Series Bonds and prevailing market conditions, it is in the best interest of the City to accept the offer of the 17.8 Purchaser to purchase the Second 1988 Series Bonds at a 17.9 negotiated sale. E. Shearson Lehman Hutton Inc. is involved in the 17.11 issuance of the Second 1988 Series Bonds as a financial con- sultant on behalf of the Department and has provided the 17.12 City with a disclosure statement containing the information 17.14 required by Section 218.385(4), Florida Statutes. No under- 17.15 writer is involved in the issuance of the Second 1988 Series -6- k 1n4'71. Bonds and the City does not desire any further disclosure in connection with the sale thereof. 18.1 F. The Second 1988 Series Bonds shall be payable 18.3 solely from (i) amounts on deposit in the General Reserve Account created under the General Ordinance, which amounts 18.5 are currently pledged only to the payment of the Senior Bonds, the 1986 Subordinated Bonds, the obligations of the City under the Repayment Agreement and the Pledge Agreement, 18.7 and the Prior 1988 Bonds, and (ii) amounts on deposit in the 18.9 Acquisition Account, if any. The only "Bonds," as that term 18.20 is defined in the General Ordinance, currently outstanding 18.11 under the General Ordinance are the Senior Bonds. G. Amounts pledged hereunder are expected to be 18.13 sufficient to pay debt service on the Second 1988 Series Bonds. H. The Second 1988 Series Bonds are hereby de- 18.15 clared to be "Additional Parity Bonds" within the meaning of the 1986 Subordinated Debt Ordinance. SECTION 4. Authorization of Project. The acquisi- 19.3 tion of the Project is hereby authorized. The Department is 29.4 hereby authorized to acquire the Project whenever it shall deem the same expedient, upon such terms and at such prices 19.5 as the Department shall deem reasonable. SECTION 5. Amendment of Prior Ordinance. Subsec- 19.9 tion C of Section 18 of- the Prior Ordinance is hereby 19.20 amended in its entirety to read as follows: C. Additional Indebtedness. So long as the 19.14 1988 Subordinated Bonds remain outstanding, the City shall not issue additional indebtedness having a lien on the moneys in the General Reserve Account 20.1 or any other fund or account created under the General Ordinance of equal or prior dignity to that of the Bondholders hereunder without the prior 20.2 written consent of the registered owners of all Second 1988 Series Bonds then outstanding. Notwithstanding the immediately preceding sentence, 20.3 however, nothing herein shall be construed to pro- hibit the City from issuing obligations to refund 20.4 the Senior Bonds or the 1986 Subordinated Bonds so 20.5 long as during the period for which any Second 1988 Series Bonds remain outstanding, the amount of principal and interest due and payable in any 20.6 Fiscal Year on obligations refunding the Senior -7- t 10471. M Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the Senior 20.7 Bonds and the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the 1986 Subordinated Bonds does not ex- 20.8 ceed the amount of principal and interest due dur- ing such Fiscal Year on the 1986 Subordinated Bonds. 20.9 SECTION 6. This Ordinance to Constitute Contract. 20.12 Upon and in consideration of the purchase and acceptance of 20.13 the Second 1988 Series Bonds authorized to be issued hereun- 20.14 der by those who shall hold the same from time to time, this 20.15 Ordinance shall be deemed to be and shall constitute a con- 21.1 tract between the City and such Bondholders. The covenants 21.2 and agreements herein set forth to be performed by the City 21.3 shall be for the equal and proportionate benefit, protection 21.4 and security of the Bondholders of any and all of the Second 21.5 1988 Series Bonds, all of which shall be of equal rank and 21.6 without preference, priority or distinction of any of the 21.7 Second 1988 Series Bonds over any other thereof, except as expressly provided therein and herein. 21.8 SECTION 7. Authorization and Award of Bonds. 21.10 Subject and pursuant to the provisions hereof, the Second 21.12 1988 Series Bonds are authorized to be issued in the aggre- 21.14 gate principal amount of $1,200,000, and the sale thereof is hereby awarded to the Purchaser at the purchase price of par. Subject to the payment of the purchase price to the 21.15 City, the Second 1988 Series Bonds shall be issued in the name of and delivered to the Purchaser. Notwithstanding the foregoing, however, the Second 22.2 1988 Series Bonds shall not be sold, issued and delivered unless and until: (1) There shall be filed with the Trustee under 22.4 the General Ordinance a certificate of the chief financial officer stating that no Default has occurred and is continu- 22.5 ing under the General Ordinance, and (2) There shall be provided to the City and the 22.7 Purchaser a certificate of the chief financial officer of the Department that the amount available for debt service on 22.8 the 1986 Subordinated Bonds, the Repayment Agreement, the 22.10 Pledge Agreement, the Prior 1988 Bonds and the Second 1988 Series Bonds, during any twelve (12) months out of the eighteen (18) months immediately prior to the issuance of 22.12 the Second 2988 Series Bonds is at least equal to 111.0 22.13 coverage", all as required by Section 18 of the 1986 -s- 104'71. Subordinated Debt Ordinance, and that no Default has oc- curred and is continuing under the General Ordinance. 23.1 SECTION S. Description of Second 1988 Series 23.3 Bonds. The Second 1988 Series Bonds shall be dated as of 23.4 the date of delivery, shall bear interest from the dater 23.5 thereof at the rate of 8.13% per annum unless adjusted as provided below, payable quarterly on the last day of each December, March, June and September commencing December 31, 23.6 1988, and at maturity, and shall mature on April 30, 1990. Interest will be calculated on the basis of a 360-day year 23.7 consisting of twelve 30-day months, multiplied by the actual number of days elapsed for the applicable period. 23.9 A. The Rate of Interest borne by the Second 1988 23.11 Series Bonds shall be subject to adjustment as follows: (i) Change in Maximum Corporate Tax Rate. If the 23.14 Code as in effect on the date of this Ordinance is amended from time to time such that the maximum federal corporate. income tax rate for Barnett Banks, Inc. during any period in 24.1 which interest is accruing, shall be other than 34% for 24.3 1988 and subsequent years, then the Rate of Interest 24.4 during such period shall be modified by multiplying the Rate of Interest by a fraction equal to 1 - A, where A 24.7 1 - B equals the maximum marginal corporate income tax rate then 24.8 in effect and B equals the immediately preceding maximum 24.9 marginal corporate income tax rate. (ii) Loss of Federal Income Tax Deduction for State 24.12 Income Taxes. If the Code as in effect on the date of this 24.13 Ordinance is amended from time to time such that the federal income tax deduction of Barnett Banks, Inc. for state income 24.14 taxes paid on the interest payments received on the Second • 25.1 2988 Series Bonds during any period is reduced then the Rate 25.4 of Interest shall be increased during such period by an amount equal to A x B x C x D where: 25.5 (a) A equals the fraction (expressed as a 25.8 decimal) of the total state income tax disallowed as a result of such tax law change; (b) B equals the rate of the applicable state 25.10 income tax (expressed as a decimal); (c) C equals the maximum federal corporate 25.22 tax rate then in effect (expressed as a decimal); and -9- It 1Q471 m (d) D equals the Rate of Interest on the 25.14 Second 1988 Series Bonds (expressed as a percen- tage) immediately prior to such calculation. (iii) Partial Taxability. If the Code as in effect 26.3 on the date of this Ordinance is amended from time to time such that the interest payments received under the Second 1988 Series Bonds during any period become partially inclu- 26.5 dible in the gross income of Barnett Banks, Inc. for fed- 26.8 eral income tax purposes then the Rate of Interest shall be 26.10 increased during such period by an amount equal to: (A -.B) x C where: 26.11 (a) A equals 9% per annum (expressed as a 26.15 percentage); (b) B equals the Rate of Interest on the 27.2 Second 1988 Series Bonds (expressed as a percen- tage) immediately prior to such calculation; and (c) C equals the fraction of the Rate of 27.4 Interest which has become includible in the gross income of the Barnett Banks, Inc. for federal in- come tax purposes as the result of such law change 27.5 (expressed as a decimal). (iv) Other Change in Tax Laws. If the Code as in 27.9 effect on the date of this Ordinance is amended from time to time to cause the interest on the Second 1988 Series Bonds to be includible in the gross income of Barnett Banks, Inc. 27.10 for federal income tax purposes, to be subject to a minimum 27.12 tax or an alternative minimum tax or to otherwise decrease the after tax yield on the Second 1988 Series Bonds to Barnett Banks, Inc. (other than because of a change 27.13 described in (i) through (iii) above, or because of a . 27.24 Determination of Taxability), then the Rate of Interest on 27.15 the Second 1988 Series Bonds shall be adjusted to cause the interest received by Barnett Banks, Inc. on a consolidated basis after payment of any increase in tax, to equal the in- 28.1 terest Barnett Banks, Inc. on a consolidated basis would have received in the absence of such change or amendment in 28.2 the Code. If the Code as in effect on the date of this 28.3 Ordinance is amended from time to time to increase the after-tax yield on the Second 1988 Series Bonds to Barnett 28.4 Banks, Inc. on a consolidated basis, then the Rate of 28.5 Interest borne by the Second 1988 Series Bonds shall be ad- justed to cause the interest received by Barnett Banks, Inc. on a consolidated basis to equal the interest Barnett Banks, 28.6 Inc. on a consolidated basis would have received in the ab- sence of such change or amendment in the Code. -10- V 1n471. The above adjustments shall be cumulative, but in 28.8 no event shall the Rate of Interest on the Second 1968 Series Bonds exceed 97. per annum as a result of any adjust- 28.9 ments pursuant to this Section 8A. Each of the above ad- 28.10 justments to the Rate of Interest shall be effective on the effective date of the applicable change in the Code (as in effect on the date of this Ordinance). Interest on the 28.12 Second 1988 Series Bonds and all other tax rates and in- terest rates are expressed as annual rates. However, proper 28.13 partial adjustment shall be made if the Code change is ef- fective after the first day of Barnett Banks, Inc.'s tax year or if interest on the Second 1988 Series Bonds does not 28.14 accrue for the entire tax year of Barnett Banks, Inc. Adjustments which create a circular calculation because the 28.15 Rate of Interest on the Second 1988 Series Bonds is affected by the calculation shall be carried out sequentially, in- 29.3 creasing the Rate of Interest accordingly in each successive calculation using as the new value the increase in the Rate of Interest, until the change of the Rate of Interest caused 29.6 by the next successive calculation of the adjustment is de minimis. If more than one of paragraphs (i) through (iii) 29.7 apply, the Rate of Interest shall be adjusted in the order in which listed above. B. Delinquent payments of interest or principal 29.9 on the Second 1988 Series Bonds shall bear interest at the maximum rate permitted to be charged under applicable law, 29.10 accruing from the date such payment was due, payable upon 29.11 demand. Subject to the provisions of this Section•8,-the 29.13 City agrees to indemnify the Bondholder (but solely from funds in the General Reserve Account) to the extent not 30.1 already provided for herein from and against any and all losses, costs, charges or expenses with respect to any • 30.2 changes in laws, rules, regulations or executive orders, or any determination regarding the classification of the Second 1988 Series Bonds for federal income tax purposes which has 30.3 the effect of changing the basis of taxation of payments to the Bondholder. The Second 1988 Series Bonds shall be issued as one 30.5 fully -registered bond in the initial denomination of $1,200,000. SECTION 9. Execution of Second 1988 Series Bonds. 30.7 The Second 1988 Series Bonds shall be executed in the name 30.10 ••of the City by the Mayor or the Vice Mayor of the City and 30.12 the official seal of the City shall be imprinted, impressed, 30.15 reproduced or lithographed on the Second 1988 Series Bonds -11- 1Q471. and attested to and countersigned by the Clerk or any Deputy Clerk of the City. The signatures on the Second 1988 Series 31.1 Bonds may be facsimile, but one officer executing the Second 1988 Series Bonds shall do so by manual signature unless the 31.3 City appoints an authenticating agent, Registrar or transfer agent who shall be authorized and directed to cause one of its duly authorized officers to manually execute the Second 31.4 1988 Series Bonds. In case any officer whose signature shall appear on 31.6 the Second 1988 Series Bonds shall cease to be such officer 31.7 before the delivery thereof, such signature shall neverthe- 31.8 less be valid and sufficient for all purposes the same as if 31.9 he or she had remained in office until such delivery. Any 31.11 Second 1988 Series Bond may be signed by such persons who 31.12 hold such offices at the actual time such Second 1988 Series 31.13 Bond has been duly authenticated and delivered under this Ordinance. If a Registrar or authenticating agent is ap- 31.15 pointed, the Registrar's certificate of authentication on any Second 1988 Series Bond shall be deemed to have been 32.1 duly executed if manually signed by an authorized officer of 32.2 the Registrar or authenticating agent, but it shall not be 32.3 necessary that the same officer manually sign the certifi- 32.4 cate of authentication of -all of the Second 1988 Series 32.5 Bonds that may be issued hereunder at any one time. SECTION 10. Negotiability, Registration and Trans- 32.7 fer of the Second 198E Series Bonds. The Second 1988 Series 32.8 Bonds shall be and have all the qualities of certificated 32.10 securities in registered form and of negotiable securities under the Uniform Commercial Code -- Investment'Securities 32.12 Act of the State of Florida. The Registrar shall keep books for the registration 32.14 of and for the registration of transfers of Second 19BB . 32.15 Series Bonds as provided in this Ordinance. The transfer of 33.2 any Second 19BB Series Bonds may be registered only upon 33.3 such books and only upon surrender thereof to the Registrar 33.4 together with an assignment duly executed by the Bondholder 33.5 or his attorney or legal representative in such form as 33.6 shall be satisfactory to the Registrar. Upon any such reg- 3.3.8 istration of transfer the City shall execute and the Registrar shall authenticate and deliver in exchange for 33.9 such Second 1988 Series Bond, a new Second 198B Series Bond 33.10 or Bonds registered in the name of the transferee, and in an 33.11 aggregate principal amount equal to the principal amount of 33.12 such Second 198E Series Bond or Bonds so surrendered less amounts redeemed, if any. -12- In all cases in which Second 1988 Series Bonds 33.14 shall be exchanged, the City shall execute and deliver, at 34.2 the earliest practicable time, Second-1988 Series Bonds of the same type in accordance with the provisions ofthis 34.3 i Ordinance. All Second 1988 Series Bonds surrendered n any 34.4 such exchange or registration of transfer shall forthwith be 34.5 cancelled by the Registrar. The City or the Registrar (if 34.6 other than the City) may,make a charge for every such ex- 34.7 change or registration of transfer of Second 1988 Series Bonds sufficient to reimburse it for any tax or other gov- 34.8 ernmental charge and out-of-pocket costs required to be paid 34.9 with respect to such exchange or registration of transfer, 34.10 but no other charge shall be made to any Bondholder for the 34.11 privilege of exchanging or registering the transfer of 34.12 Second 1988 Series Bonds under the provisions of this Ordinance. Neither the City nor the Registrar (if other 34.14 than the City) shall be required to make any such exchange 34.15 or registration of transfer of Second 1988 Series Bonds dur- 35.1 ing the fifteen (15) days immediately preceding any debt service payment date or after notice of redemption of the 35.2 Second 198E Series Bonds or any portion thereof has been 35.3 given pursuant to the Ordinance. SECTION 11. Ownership of Second 1988 Series 35.5 Bonds. The person in whose name any Bond shall be regis- 35.6 tered shall be deemed and regarded as the absolute owner 35.7 thereof for all purposes, and payment of or on account of 35.8 the principal, redemption premium, if any, and the interest 35.9 on any such Second 1988 Series Bonds, shall be made only to or upon the order of the Bondholder thereof or his legal 35.10 representative. All such payments shall be valid and effec- 35.12 tual to satisfy and discharge the liability upon such Bond 35.13 including the premium, if any, and interest thereon to, the 35.14 extent of the sum or sums so paid... 35.15 SECTION 12. Second 1988 Series Bonds Mutilated, 36.2 Destroyed, Stolen or Lost. In case any Second 1988 Series Bond shall become mutilated, or be destroyed, stolen or 36.5 lost, the City may in its discretion cause to be executed 36.6 and deliver, a new Second 1988 Series Bond of like date and 36.8 tenor as the Second 1988 Series Bond so mutilated, des- 36.9 troyed, stolen or lost, in exchange and substitution for such mutilated Second 1988 Series Bond upon surrender and 36.10 cancellation of such mutilated Second 1988 Series Bond or in 36.11 lieu of and substitution for the Second 2988 Series Bond destroyed, stolen or lost, and upon the Bondholder furnish- 36.12 ing the City and the Registrar proof of his ownership 36.13 thereof and satisfactory indemnity and complying with such 36.14 other reasonable regulations and conditions as the City and 36.15 the Registrar may prescribe and paying such expenses as the 37.1 -13- 104 71 City and the Registrar may incur. All Second 1988 Series 37.2 Bonds so surrendered shall be canceled by the City. If any 37.3 of the Second 1988 Series Bonds shall have matured or be 37.4 about to mature, instead of issuing a substitute Second 19BB 37.5 Series Bond, the City may pay the same, upon being indemni- 37.6 fied as aforesaid, and if such Second 1988 Series Bond be lost, stolen or destroyed, without surrender thereof. 37.9 Any such duplicate Second 1988 Series Bonds issued 37.11 pursuant to this Section shall constitute' original, addi- 37.12 tional contractual obligations on the part of the City 37.13 whether or not the lost, stolen or destroyed Second 1988 37.14 Series Bonds be at any time found by anyone, and such dupli- 37.15 cate Second 1988 Series Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source 38.1 and security for payment from the funds, as hereinafter 38.2 pledged, to the same extent as all other Second 1988 Series 38.3 Bonds issued hereunder. SECTION 13. Provisions for Redemption. The Second 38.5 1988 Series Bonds shall be subject to redemption, without premium or penalty, in whole or in part, at the option of 38.7 the City, on any date upon three (3) business days' advance 38.B written notice received by the Bondholders thereof; provided, however, that redemption in part shall be in mini- 38.9 mum amounts of $50,000. The Second 1988 Series Bonds shall also be subject 38.11 to redemption, at the option of a Bondholder thereof, at par plus accrued interest and without premium or penalty, in 38.13 whole, ninety (90) days after receipt of notice by the City 38.14 from such Bondholder that a Determination of Taxability has occurred. SECTION 14. Form of Second 1988 Series Bonds. The 39.1 text of the Second 1988 Series Bonds and the form of assign- 39.3 ment shall be in substantially the following form, with such 39.4 omissions, insertions and variations as may be necessary, 39.5 desirable, authorized or permitted by this Ordinance or by 39.6 any subsequent resolution adopted prior to the issuance 39.7 thereof or as may be necessary to comply with applicable 39.8 laws, rules and regulations of the United States and of the 39.9 State of Florida in effect upon the issuance thereof. 39.10 -14- 10471.. [FORM OF SECOND 1988 SERIES BONDS) No. R-1 $1,200,000 UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BOND, SECOND 1988 SERIES The City of Miami, Florida, a Florida municipal corporation (the "Issuer"), for value received, hereby promises to pay to , as the registered holder hereof, or its legal representatives or registered assigns as hereinafter provided (the "Bondholder"), solely from the sources hereinafter identi- fied, on the 30th day of April, 1990 (or earlier as hereinafter provided), upon presentation and surrender hereof to the Issuer at the address provided below, the principal sum of ONE MILLION TWO HUNDRED THOUSAND DOLLARS in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay, from such sources and in like coin or currency, interest thereon from and including the date hereof until this Bond shall be paid in full at the rate of 8.13% per annum, subject to adjust- ment as provided below (the "Rate of Interest"),. Such in- terest shall be payable quarterly on the last day of each December, March, June and September, commencing on December 31, 1988, and upon maturity hereof. To the extent permitted by law, any delinquent payments of principal or interest required to be paid hereunder shill bear interest at the maximum rate permitted to be charged under applicable law, accruing from the date such payment was due, payable upon demand. The interest rate payable on this Bond shall be subject to adjustment as follows: (i) Change in Maximum Corporate Tax Rate. If the Internal Revenue Code of 1986 (the "Code'), in effect on September 1988, is amended from time to time such that the maximum federal corporate income tax rate for Barnett Banks, Inc. during any period in which interest is accruing, shall be other than 34% for 1988 and subsequent years, then the interest rate during such period shall be modified by -15- 39.24 .qiW 40.5 40.6 40.7 40.8 40.13 40.15 41.3 41.4 41.6 41.7 41.8 41.11 41.14 41.15 42.2 42.2 42.3 42.4 42.6 42.8 42.9 42.10 42.13 43.1 43.3 43.4 43.6 1. O471 s s multiplying the Rate of Interest by a fraction equal to 43.7 1 - A, where A equals the maximum marginal corporate 43.9 1 - B • income tax rate then in effect and B equals the immediately 43.11 preceding maximum marginal corporate income tax rate. (ii) Loss of Federal Income Tax Deduction for State 43.14 Income Taxes. If the Code, as in effect on September _, 43.15 1988, is amended from time to time such that the federal in- come tax deduction of Barnett Banks, Inc. for state income 44.1 taxes paid on the interest payments received on this Bond 44.4 during any period is reduced because of any change in the 44.6 Code then the Rate of Interest shall be increased during such period by an amount equal to A x B x C x D where: 44.7 (a) A equals the fraction (expressed as a 44.10 decimal) of the total state income tax disallowed as a result of such tax law change; (b) B equals the rate of the applicable state 44.12 income tax (expressed as a decimal); (c) C equals the maximum federal corporate 44.14 tax rate then in effect (expressed as a decimal); and (d) D equals the Rate of Interest on this 45.1 Bond (expressed as a percentage) immediately prior 45.2 to such calculation. (iii) Partial Taxability. If the Code, as in effect 45.6 on September , 1988, is amended from time to time such that the interest payments received on this Bond during any 45.7 period become partially includible in the gross income of 45.8 Barnett Banks, Inc. for federal income tax purposes then 45.12 the Rate of Interest shall be increased during such period by an amount equal to: (A - B) x C where: 45.13 (a) A equals 9% per annum (expressed as a 46.2 percentage); (b) B equals the Rate of Interest on this 46.4 Bond (expressed as a percentage) immediately prior 46.5 to such calculation; and (c) C equals the fraction of the Rate of 46.7 Interest which has become includible in the gross income of Barnett Banks, Inc. for federal income tax purposes as the result of such law change 46.8 (expressed as a decimal). -16- 1 1, 0471 (iv) Other Change in Tax Laws. I£ the Code, as in 46.12 effect on September 1968, is amended from time to time ,, to cause the interest on this Bond to -be includible in the gross income of Barnett Banks, Inc. for federal income tax 47.1 purposes, to be subject to a minimum tax or an alternative 47.2 minimum tax or to otherwise decrease the after-tax yield on this Bond to Barnett Banks, Inc., then the Rate of Interest 47.5 on this Bond shall be adjusted to cause the interest 47.6 received by Barnett Banks, Inc. on a consolidated basis, af- 47.7 ter payment of any increase in tax, to equal the interest Barnett Banks, Inc. on a consolidated basis would have received in the absence of such change or amendment in the 47.8 Code. If the Code, as in effect on September _, 1988, is 47.9 amended from time to time to increase the after-tax yield on this Bond to Barnett Banks, Inc. on a consolidated basis 47.10 (other than because of a change described in (i) through 47.11 (iii) above, or because of a Determination of Taxability), then the Rate of Interest borne by this Bond shall be ad- 47.12 justed to cause the interest received by Barnett Banks, Inc. on a consolidated basis (other than a change described in 47.13 (i) through (iii) above, or because of a Determination of Taxability) to equal the interest Barnett Banks, Inc. on a 47.14 consolidated basis would have received in the absence of such change or amendment in the Code. The above adjustments shall be cumulative, but in 48.1 no event shall the Rate of Interest on this Bond exceed 9% per annum as a result of any adjustments pursuant to 48.3 paragraphs (i), (ii), (iii) or (iv) hereof. The above ad- 48.4 justments to the Rate of Interest shall be effective on the effective date of the applicable change in the Code. Interest on this Bond and all other tax rates and interest 48.5 rates are expressed as annual rates. However, proper par- 48.6 tial adjustment shall be made if the Code change is effec- tive after the first day of Barnett Banks, Inc.'s tax year or if interest on this Bond does not accrue for the entire 48.8 tax year of Barnett Banks, Inc. Adjustments which create a 48.9 circular calculation because the Rate of Interest on this Bond is affected by the calculation shall be carried out 48.10 sequentially, increasing the Rate of Interest accordingly in 48.12 each successive calculation using as the new value the in- crease in the Rate of Interest, until the change on the Rate 48.15 of Interest caused by the next successive calculation of. -the adjustment is de minimis. If more than one of paragraphs 49.1 (i) through (iii) apply, the Rate of Interest shall be ad- justed in the order in which listed above. All payments of interest on this Bond (other than 49.4 the final installment of principal hereon) will be paid by 49.5 check mailed or wire sent to the Bondholder hereof at its -17- 10471- address as it appears on the registration books of the 49.6 Issuer, or elsewhere as shall be directed by the Bondholder 49•7 hereof. Payment of the final installment of principal 49.8 hereon shall be made upon surrender hereof to the City at 49.9 City Hall, 3500 Pan American Drive, Miami, Florida. Interest due through any date for a payment of interest 49.10 hereunder shall be that interest to the extent accrued 49.11, through the interest payment date. This Bond is issued to finance the acquisition of 49.13 land for parking purposes (the "Project") pursuant to the 49.14 authority of and in full compliance with the laws of the State of Florida, including particularly, the Charter of the 50.1 City (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Chapter 166, Florida Statutes; Ordinance 50.2 No. 10115 (the "General Ordinance") adopted on June 26, 1986, and Ordinance No. , enacted on September _, 1988 50.3 (the "Second 1988 Series Ordinance"). This Bond is issued 50.4 in compliance with Section 18 of Ordinance No. 10186 of the City, adopted on December 11, 1986 (the "1986 Subordinated 50.5 Debt Ordinance"), and Ordinance No. 10423 of the City, enacted on April 14, 1988, as amended by the Second 19BB Series Ordinance (the "Prior 1988 Ordinance"). The General 50.7 Ordinance, the 1986 Subordinated Debt Ordinance, the Prior 50.8 1986 Ordinance and the Second 1988 Series Ordinance are col- lectively referred to herein as the "Ordinances." This Bond 50.9 is subject to all terms and conditions of the Ordinances, and capitalized terms not otherwise defined herein shall 50.20 have the same meanings as ascribed to them in the Second $0.11 1988 Series Ordinance or the General Ordinance. This Bond and the interest hereon is payable from 50.14 and secured solely by a lien upon and pledge of all moneys 50.15 from time to time in (i) the General Reserve Account esta- blished pursuant to the General Ordinance, subject and subordinate to the lien on such moneys of the City's 51.2 $16,275,000 Parking System Revenue Bonds, Series 1986 (the "Senior Bonds"), and on a parity with the City's $2,000,000 51.4 Subordinated Parking System Bonds, Series 1986, the obliga- tions of the City under a Repayment Agreement and a Pledge 51.5 Agreement, both dated as of December 30, 1986, and both between the City and Sun Bank/Miami, N.A., and the City's $2,500,000 Subordinated Parking System Revenue Bonds, Series 51.6 1988, all as more fully described in the Ordinances and the 51.8 1986 Subordinated Debt Ordinance, and (ii) the Acquisition Account created by the Second 1988 Series Ordinance and held 51.9 by the City's Department of Offstreet Parking, as described 51.11 in the Second 1988 Series Ordinance. Reference is made to 51.12 the Ordinances and the 1986 Subordinated Debt Ordinance for -18- 1. Q4'71. the provisions, among others, relating to the terms, lien and security for this Bond, the application of the proceeds of this Bond, the rights and remedies of the Bondholder of this Bond, and the extent of and limitations on the City's rights, duties, and obligations, to all of which provisions the Bondholder assents by acceptance hereof. This Bond shall not be deemed to constitute a gen- eral indebtedness or obligation or pledge of the faith and credit of the City, the State of Florida or any other polit- ical subdivision thereof within the meaning of any constitu- tional, legislative, charter or ordinance provision or limi- tation, and it is expressly agreed by the Bondholder of this Bond that such Bondholder shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City or any other politi- cal subdivision of the State of Florida or taxation in any form on any real or personal property for the payment of the principal of, premium, if any, and interest on this Bond or for the payment of any other amounts provided for in the Ordinances. It is further agreed by the City and the Bondholder of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien on any property of or in the City, including, but not limited to, the Project, but shall constitute a lien only on the moneys described above, in the manner provided in the Ordinances. This Bond is subject to redemption prior to its maturity at the option of -the City in whole or in part on any date, without premium or penalty, upon three (3) busi- ness days' advance written notice. received by the Bondholder hereof; provided, however, that redemptions in part shall be in minimum amounts of $50,000. This Bond shall be subject to redemption, at the option of the Bondholder, prior to its stated date of mat- urity, in whole, at par plus accrued interest to the date fixed for redemption, without premium or penalty, ninety (90) days after receipt by the City of written notice from the Bondholder of the occurrence of a Determination of Taxability, as that term is defined in the Second 1988 Series Ordinance. The registration of this Bond may be transferred upon the registration books upon delivery to the City, or if a separate registrar has been appointed by the City, to such registrar, accompanied by a written instrument or instru- ments of transfer in form and with guaranty of signatures -19- 51.14 51.15 52.2 52.3 52.4 52.5 52.6 52.7 52.8 52.10 52.11 52.12 52.13 52.15 53.3 • 53.5 53.7 53.8 53.10 53.11 54.3 54.5 M 'W'. satisfactory to the duly authorized registrar of the. City, 54.8 duly executed by the Bondholder of this Bond or by his attorney -in -fact or legal representative, containing written instructions as to the detail of transfer of this Bond, 54.9 along with the social security number or federal employer identification of such transferee. In all cases of a trans- 54.3.1 fer of this Bond, the City, or if a separate registrar has been appointed by the City, such registrar, shall at the earliest practical time according to the provisions of the 54.13 Second 1988 Series Ordinance enter the transfer of ownership in the registration books and shall deliver in the name of the transferee a new fully registered certificate of the 55.2 same maturity and of authorized denomination or denomina- tions, for the same aggregate principal amount and payable 55.2 from the same sources of funds. The City may charge the 55.3 Bondholder of this Bond for the registration of every such transfer of this Bond sufficient to reimburse it for any 55.5 tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registra- tion of such transfer, and may require that such amounts be 55.6 paid before any new such Bond shall be delivered. If the date for payment of the principal of, pre- 55.8 mium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions 55.9 in the City of Miami, Florida, are authorized by law or exe- 55.10 cutive order to close, then the date for such payment shall 55.11 be the immediately preceding day which is not a Saturday, 55.13 Sunday, legal holiday or a day on which such banking insti- 55.14 tutions are authorized to close, and payment on such day 55.15 shall have the same force.and effect as if made on the nomi- nal day of payment. This Bond is and has all the qualities of certifi- 56.2 cated securities in registered form and of negotiable securities under the Uniform Commercial Code -- Investment 56.4 Securities Law of the State of Florida. 56.5 It is hereby certified and recited that all acts, 56.7 conditions and things required to exist, to happen, and to be performed precedent to and in connection with the is- 56.9 suance of this Bond exist, have happened and have been per- formed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable 56.10 hereto, and that the issuance of this Bond does not violate any constitutional, statutory or charter limitation or 56.11 provision. This Bond shall bind the City and its successors 57.3 and assigns, and the benefits hereof shall inure to the payee hereof and its successors and assigns. 57.4 -20- A ri a- IN WITNESS WHEREOF, the City of Miami, Florida, has 57.8 issued this Bond and has caused the same to be executed by 57.9 its Mayor and attested by its City Clerk, and its seal to be 57.10 impressed hereon, all as of the day of 57.11 1988. (SEAL) ATTEST: By City Clerk CITY OF MIAMI, FLORIDA By Mayor APPROVED AS TO FORM: By City Attorney ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Bond and all rights thereunder, and hereby ir- revocably constitutes and appoints (the "Transferee") as attorney to register the transfer of the within Bond on the books kept for registration and reg- istration of transfer hereof, -,with full power of substitu- tion in the premises. -21- 57.15 58.3 58.6 58.7 58.9 58.11 58.12 58.14 59.2 59.3 59.11 59.14 59.15 60.1 60.3 60.4 60.6 60.10 60.11 60.12 60.13 60.14 60.15 ti 14471. Date: 61.5 Signature Guaranteed: - 61.7 • 61.9 Bondholder 61.11 NOTICE: Signature(s) must NOTICE: No transfer will be 61.12 be guaranteed by a member registered and no new Revenue 61.13 firm of the New York Bond will be issued in the • 61.14 Stock Exchange or a name of the Transferee, unless 61.15 commercial bank or the signature(s) to this assignment 62.1 a trust company. correspond(s) with the name as 62.2 it appears upon the face of the 62.3 within Bond in every particular, 62.4 without alteration or enlargement 62.5 or any change whatever and the 62.6 Social Security or Federal 62.7 Employer Identification Number 62.8 of the Transferee is supplied. 62.9 [END OF BOND FORMI 62.13 SECTION 15. Application of Provisions of the 63.3 General Ordinance. The Second 19BB Series Bonds, herein 63.4 authorized, shall for all purposes (except as herein ex- 63.5 pressly provided) be considered to be issued in accordance 63.6 with the provisions of the General Ordinance, and shall be 63.7 entitled to all the protection and security provided therein 63.8 for Subordinated Debt. SECTION 16. Application of Second 1988 Series Bond 63.10 Proceeds. Proceeds from the sale of the Second 1988 Series. Bonds shall be applied by the City simultaneously with the 63.12 delivery thereof as follows: A. An amount equal to the legal expenses, fiscal 63.14 expenses, administrative expenses and such other expenses as may be necessary or incidental to the issuance of the Second 63.15 1988 Series Bonds shall be used by the City to pay such expenses. B. The balance of said proceeds shall be depo- 64.2 sited to the credit of the Acquisition Account hereinafter created and established and used solely for the purposes 64.3 therein provided. SECTION 17. Acquisition Account. The "City of 64.5 Miami Subordinated Parking System Revenue Bonds, Series 1988 -22- L 1011174 Acquisition Account" (the "Acquisition Account") is hereby 64.7 established. Moneys in the Acquisition Account shall be 64.8 held separate and apart from other funds and accounts of the City, and the funds on deposit therein shall be withdrawn, 64.10 used and applied by the Department solely for the payment of costs related to the acquisition of the Project and purposes 64.11 incidental thereto, or for the repayment of the Second 1988 Series Bonds as provided herein. All such moneys shall be 64.12 and constitute trust funds for such purposes, and there is hereby created a lien upon such funds in favor of the Bondholders until applied as herein provided. 64.13 Any funds deposited in the Acquisition Account 64.15 that, in the opinion of the Department, are not immediately necessary for expenditure, may be invested and reinvested in 65.1 Permitted Investments which shall mature or,be redeemable at not less than par on or before the dates on which such funds are estimated to be needed. All income derived from invest- 65.3 ment of funds in the Acquisition Account shall be deposited therein and shall be used to pay costs associated with com- 65.4 pletion of the acquisition of the Project or as otherwise provided herein. The City covenants to commence the acquisition of 65.6 the Project promptly upon delivery of the Second 1988 Series Bonds and thereafter to work with due diligence to complete the Project. When the acquisition of the Project has been 65.7 completed and all costs of same have been paid in full or provision for payment thereof has been duly made or provided 65.8 for, all funds remaining in the Acquisition Account, if any, 65.9 shall be segregated and deposited in a separate account and used and applied at the earliest possible date to redeem all or any portion of the principal amount of the Second 1988 65.10 Series Bonds then outstanding. SECTION 18. Limited Obligations of the City. The 65.12 Second 1988 Series Bonds shall not be or constitute a gen- eral obligation or indebtedness of the City, the State of 65.14 Florida or any political subdivision thereof within the meaning of the Constitution of the State of Florida or any legislative charter or ordinance provision or limitation, 65.15 but shall be payable solely from and secured by a lien upon 66.1 and pledge of all moneys from time to time in the General Reserve Account and the Acquisition Account. No Bondholder 66.2 shall ever have the right to compel the exercise of the ad ialorem taxing power of the City or any other political sub- division of the State of Florida or taxation in any form on 66.4 any property to pay the Second 1988 Series Bonds or the in- terest thereon, nor'shall any such Bondholder be entitled to 66.6 payment of such principal and interest or premium thereon from any other fund of the City except funds in the General -23- 104'71, Reserve Account or the Acquisition Account as herein 66.7 provided. No lien or encumbrance on or security interest in 66.9 the Project shall be granted in favor of the Bondholders. SECTION 19. Covenants of the City. Until the 66.12 principal of and interest on the Second 1988 Series Bonds are fully paid, the City covenants with the Bondholders from time to time thereof as follows: 66.14 A. Pledge. The payment of the principal of, pre- 67.2 mium, if any, and interest on the Second 1988 Series Bonds shall be secured forthwith equally and ratably by an irrevo- 67.3 cable lien on and pledge of all moneys from time to time (i) in the General Reserve Account created pursuant to the General Ordinance, subject and subordinate to the pledge 67.5 thereof to the Senior Bonds and on a parity with the pledge 67.6 thereof to the 1986 Subordinated Bonds, the obligations of the City with respect to the Repayment Agreement and the 67.9 Pledge Agreement, and the Prior 1988 Bonds, and (ii) in the Acquisition Account. 67.10 B. Rates and Charges. The City, through the 67.13 Department, shall fix, charge and collect rates, fees, ren- tals and charges for the -use of the Parking System, and 67.14 shall revise such rates, fees, rentals and charges as often as may be necessary or appropriate, to produce Revenues in each Fiscal Year at least equal to the sum of (a) Current 67.15 Expenses for such Fiscal Year, plus (b) 125% of the amount necessary during such Fiscal Year to pay the principal and 68.3 interest coming due on the Senior Bonds, plus (c) 100% of the amount necessary during such Fiscal Year to pay the principal and interest coming due on the 1986 Subordinated 68.4 Bonds, plus (d) 150% of the interest payments coming due 68.5 during such Fiscal Year on the Prior 1988 Bonds and the 68.6 Second 1988 Series Bonds, plus (e) 125% of the principal and interest payments coming due during such Fiscal Year on any 68.7 other indebtedness permitted in, compliance herewith, plus 68.8 (f) the amounts required to be deposited in the Reserve 68.9 Account under the General Ordinance, if any, for such Fiscal 68.10 Year. If, in any Fiscal Year, the Revenues are not suffi- 68.12 .cient to meet the requirements of the preceding paragraph, the City, through the Department, will take action to revise 68.14 the rates, fees, rentals and charges, to alter the methods of operation, or take whatever other action is necessary to produce the amount so required in such period. 69.1 If the financial statements for the Department for 69.3 any Fiscal Year indicate that the requirements set forth in this Section 19B have not been satisfied, then, within fif- 69.5 -24- 1.0471 teen (15) days of the receipt of the financial statements by the Department, the City, through the Department, will em- ploy a Parking Consultant to review and analyze the finan- cial status and the administration and operations of the Parking System, to inspect the properties constituting the Parking System and to submit to the City, the Department and the Purchaser, if the Purchaser is a Bondholder at such time, within sixty (60) days thereafter, a written report on the same, including.the action taken by the City, through the Department, with respect to the revision of the rates, fees, rentals and charges, which report may contain recom- mendations of further revisions of the rates, fees, rentals, charges and methods of operation of the Parking System that will result in producing the amount so required during the ensuing Fiscal Year. Promptly upon its receipt of such recommendations, the Department will transmit copies thereof to the City Commission and will take such further action as is then in the best interests of the City and its citizens and those of the Bondholders. In the event that the City fails to take the ac- tions described in this Section 19B, the Bondholders may in- stitute and prosecute an action or proceeding in any court havihg jurisdiction in Dade County, Florida, or before any board or commission having jurisdiction, to compel the City to comply with the requirements of this Section 19B. C. Additional Indebtedness. So long as the Second 1988 Series Bonds remain outstanding, the City shall not issue additional indebtedness having a lien on the moneys in the General Reserve Account or any other fund or account created under the General Ordinance of equal or prior dignity to that of the Bondholders hereunder without the prior written consent of the registered owners of all Second 1988 Series Bonds then Outstanding. Notwithstanding the immediately preceding sentence, however, nothing herein shall be construed to prohibit the City from issuing obliga- tions to refund the Senior Bonds or the 1986.Subordinated Bonds so long as during the period for which any Second 1988 Series Bonds remain outstanding, the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the Senior Bonds does not exceed the amount of principal and interest due during such Fiscal Year on the Senior Bonds and the amount of principal and interest due and payable in any Fiscal Year on obligations refunding the 1986 Subordinated Bonds does not exceed the amount of prin- cipal and interest due during such Fiscal Year on the 1986 Subordinated Bonds. D. Operating Funds. So long as the Second 1988 Series Bonds remain Outstanding, the Department will conti- -25- 69.8 69.9 69.11 69.13 69.14 69.15 70.1 70.2 70.4 70.5 70.6 70.7 70.10 70.12 70.13 70.14 70.15 71.1 71.2 71.3 71.4 71.5 71.8 IL0471 nue to follow its policy of maintaining capital for the operation and capital improvements required for the Parking System. E. Payment of Principal, Interest and Premium. The City, through the Department, shall cause to be paid, when due, the principal of (whether at maturity, by acceler- ation, by call for redemption or otherwise) and the premium, if any, and interest on the Senior Bonds, the 1986 Subordinated Bonds, the Prior 1988 Bonds and the Second 1988 Series Bonds at the places, on the dates and in the manner provided in the General Ordinance, the 1986 Subordinated Debt Ordinance, the Prior Ordinance and this Ordinance, respectively, according to the true intent and meaning thereof. F. Operation of Parking System. The Department shall establish and enforce reasonable rules and regulations governing the operation and use of the Parking System, oper- ate the Parking System in an efficient and economical man- ner, maintain the properties constituting the Parking System in good repair and in sound operating condition for so long as the same are necessary to the operation of the Parking System upon a revenue -producing basis, and comply with all valid acts, rules, regulations, orders and directions of any legislative, executive, administrative or judicial body that are applicable to the Parking System. G. Free Use. No use of the facilities of the Parking System shall be permitted without compensation. H. Records, Accounts and Audits. The Department shall keep the funds, accounts, money and investments of the Parking System separate from all other funds, accounts, money and investments of the Department and shall keep ac- curate records and accounts of all items of costs and of all expenditures relating to the Parking System and of the Revenues collected and the application of such Revenues. I. Insurance. So long as any Senior Bond is Outstanding, the Department shall purchase and maintain in- surance covering such properties belonging to the Parking System as required under the General Ordinance. If all the Senior Bonds shall no longer be Outstanding, then, in such event, the Department shall purchase and maintain such in- surance covering such properties belonging to the Parking System as are customarily insured against loss or damage from such causes as are customarily insured against by en- terprises of a similar nature, business interruption in- surance, use and occupancy.insurance and comprehensive gen- eral liability insurance on the Parking System for bodily -26- 71.10 71.12 71.13 71.14 71.15 72.2 72.3 72.6 72.7 72.8 72.9 72.10 72.11 72.12 72.15 73.1 73.3 73.4 73.5 73.6 73.7 73.8 73.9 73.12 73.14 74.1 74.2 74.3 74.4 74.5 74.6 t_ I.04*71 injury and property damage. Such protection may consist of insurance, self-insurance and/or indemnities. Any insurance required hereunder shall be in the form of policies or con- tracts for insurance with insurers of good standing, shall be payable to the City and may provide for such deductibles, exclusions, limitations, restrictions, and restrictive en- dorsements customary in policies for similar coverage issued to entities operating properties similar to the properties of the Parking System. Any self insurance shall be in the amounts, manner and of the type provided by entities operat- ing properties similar to the properties of the Parking System. J. Notice of Taking; Cooperation of Parties. If any public authority or entity attempts to take or damage all or any part of the Parking System through Eminent Domain proceedings or through public referendum, the City and the Department shall take prompt and appropriate measures to protect and enforce their rights and interests and those of the Bondholders in connection with such proceedings. Upon receiving notice of the institution of Eminent Domain proceedings by any public instrumentality, body, agency or officer or the reinstitution of a public referendum, the Department shall deliver written notice thereof to the Purchaser (if it remains a Bondholder at such time). The Net Proceeds of any award or compensation resulting from Eminent Domain proceedings shall be applied in accordance with the provisions of Section 710(a) of the General Ordinance. K. Compliance with Applicable Law. So long as any Second 1988 Series Bond is outstanding, the City and the Department shall comply or cause there to be compliance with all applicable laws, orders, rules, regulations and require- ments of any municipal or other governmental authority hav- ing jurisdiction relating to the construction, use and oper- ation of the Parking System. Nothing contained in this Section 19K shall prevent the City and the Department from contesting in good faith the applicability or validity of any law, ordinance, order, rule, regulation, or requirement, so long as their failure to comply with the same during the period of such contest will not materially impair the opera- tion or the revenue -producing capability of the Parking System. L. Payment of Charges and Covenant Against Encumbrances. Except as provided in the General Ordinance, the 1986 Subordinated Debt Ordinance, the Prior Ordinance or herein, the City and the Department shall not create or suffer to be created any lien or charge upon the Parking -27- 74.7 74.9 74.10 74.11 74.12 74.13 74.14 75.2 75.3 75.4 75.5 75.7 75.8 75.9 75.10 75.12 75.13 76.1 76.2 76.3 76.4 76.5 76.6 76.7 76.8 76.9 76.10 76.11 76.13 76.14 76.15 77.2 IL04*7j System or any part thereof, or on the Revenues. The City and 77.3 the Department shall pay or cause to be discharged, or shall 77.4 make adequate provision to satisfy and discharge, within 60 days after the same become due and payable, all lawful 77.5 costs, expenses, liabilities and charges relating to the 77.6 maintenance, repair, replacement or improvement of the 77.7 properties constituting the Parking System and the operation 77.8 of the Parking System and lawful claims and demands for 77.9 labor, materials, supplies or other objects that might by 77.10 law become a lien upon the Parking System or Revenues if 77.11 unpaid. Nothing contained in this Section shall require the City or the Department to pay or cause to be discharged, or 77.12 make provision for the payment, satisfaction and discharge of, any lien, charge, cost, liability, claim or demand so 77.13 long as the validity thereof is contested in good faith and 77.14 by appropriate legal proceedings. 77.15 M. Disposition of Parking System. Except as pro- 78.2 vided in Section 713 of the General Ordinance, the 78.3 Department shall not sell or otherwise dispose of all or any part of the properties constituting the Parking System. 78.5 N. Further Instruments and Actions. The City and 78.8 the Board shall, from time to time, execute and deliver such 78.9 further instruments or take such further actions as may be 76.10 required to carry out the purposes of this Ordinance. 78.11 O. Monitoring Covenant. The Department shall 78.14 provide to the Purchaser, simultaneously with delivery to the Trustee (or any other party authorized to receive the same pursuant to any documents related to any obligations 78.15 issued to refund the Senior Bonds), all notices, reports, budgets, financial statements, pro forma statements, 79.1 records, audits, opinions, certificates or instruments required in the General Ordinance (or any•documents related to.any obligations issued to refund the Senior Bonds) unless 79.3 the delivery of any such notices, reports, budgets, finan- cial statements, pro forma statements, records, audits, 79.4 opinions, certificates or instruments is waived or deemed 79.6 waived by the Trustee (or such other party). SECTION 20. Events of Default. Each of the fol-.- 79.10 lowing events is hereby declared an "Event of Default": (a) payment of the principal of and the 79.14 redemption premium, if any, on any of the Senior 80.1 Bonds, the 1986 Subordinated Bonds, the Prior 1988 Bonds or the Second 1988 Series Bonds is not made when the same is due and payable, either at mat- 80.4 urity or by redemption or otherwise; -28- 1Q4'71, (b) payment of the interest on any of the 80.6 Senior Bonds, 1986 Subordinated Bonds, the Prior 1988 Bonds or the Second 1988 Series Bonds is not made when the same is due and payable; 80.7 (c) final judgment for the payment of money 80.9 is rendered against the City or the Department as a 80.10 result of the ownership, control or operation of the Parking System, and any such judgment is not discharged within sixty (60) days from the date of 80.22 entry thereof or an appeal is not taken therefrom or from the order, decree or process upon which or 80.13 pursuant to which such judgment shall have been 80.14 granted or entered, in such manner as to stay the 80.15 execution of or levy under such judgment, order, decree or process or the enforcement thereof; (d) the City or the Department: (i) becomes 81.2 insolvent or the subject of insolvency proceedings; 81.3 or (ii) is unable, or admits in writing its inabil- 81.4 ity, to pay its debts as they mature; or 81.5 (iii) makes a general assignment for the benefit of 81.6 creditors or to an agent authorized to liquidate any substantial amount of its property; or (iv) files a petition or other pleading seeking 81.7 reorganization, composition, readjustment, or liquidation of assets, or requesting similar relief; or (v) applies to a court for the appoint- 81.8 ment of a receiver or it or for the whole or any 81.9 part of the Parking System; or (vi) has a receiver 81.10 or liquidator appointed for it or for the whole or 81.11 any part of the Parking System (with or without the consent of the City or the Department) and such 81.12 receiver is not discharged within ninety (90) con- 81.13 secutive days after his appointment; or (vii) becomes the subject of an "order for relief" within the meaning of the United States Bankruptcy 81.14 Code; or (viii) files an answer to a creditor's 81.15 petition admitting the material allegations thereof 82.1 for liquidation, reorganization, readjustment or 82.2 composition or to effect a plan or other arrange- 82.3 ment with creditors or fail to have such petition dismissed within sixty (60) consecutive days after 82.4 the same is filed against the City or the 82.5 Department; (e) the City or the Department defaults in 82.7 the due and punctual performance of any other of 82.8. the covenants, conditions, agreements and provi- sions contained in the General Ordinance, the 1986 Subordinated Debt Ordinance, the Prior Ordinance or 82.9 -29- g 04"71 in this Ordinance, and such default continues for sixty (60) days after receipt by the City or the Department of a written notice from the Trustee (or, from the Purchaser, in the case of such default under this Ordinance) specifying such default and requesting that it be corrected, provided that if prior to the expiration of such sixty-day period the City or the Department insti- tutes action reasonably designed to cure such default, no "Event of Default" shall be deemed to have occurred upon the expiration of such sixty-day period for so long as the City or the Department pursues such curative action with reasonable diligence. SECTION 21. Acceleration of Maturities. Upon the happening and continuance of any Event of Default specified in Section 20 hereof, the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then outstanding, may, by a notice in writing to the City and the Department, declare the principal of all of the Second 1988 Series 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 Second 1988 Series Bonds or in this Ordinance to the contrary notwithstanding. If all such Events of Default which have occurred hereunder have been satisfied after the principal of and interest on the Second 1988 Series Bonds have been declared to be due and payable and before the entry of final judgment or decree in any suit, action or proceeding insti- tuted on account of such default, or before the completion of the enforcement of any other remedy under this Ordinance, then and in every such case the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then outstanding shall, by written notice to the City and the Department, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or im- pair any right consequent thereon. SECTION 22. Remedies. In addition to any remedies then available to the Bondholders under this Ordinance and under State and federal law, upon the occurrence of an Event of Default the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then out- standing may: (a) Upon the filing of a mencement of judicial proceedings rights under this Ordinance, the -30- suit or other com- to enforce their Bondholders shall 82.10 82.11 82.12 82.13 82.14 82.15 83.1 83.2 83.7 83.8 83.9 83.10 83.11 83.12 83.13 83.14 83.15 84.1 84.2 84.3 84.4 84.5 84.9 84.11 84.14 84.15 104'71, be entitled, as a matter of right, to the extent permitted by law, to the appointment of a receiver or receivers of the Parking System pending such proceedings, with such powers as the court making such appointments confers. (b) Take 'whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and thereafter to become due or to enforce observance or performance'of any covenant, condition or agreement of the City and the Department under this Ordinance. SECTION 23. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Section 20 hereof, the Bondholders of not less than 25% in aggregate principal amount of the Second 1988 Series Bonds then outstanding may, proceed to protect and enforce the rights of the Bondholders under federal or State law or under this Ordinance 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 of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, as such Bondholders shall deem most effectual to protect and enforce such rights. SECTION 24. Effect of Discontinuance of Proceedings. If any proceeding taken by the Bondholders on account of any Event of Default is discontinued or abandoned for any reason, then and in every such case, the City, the Board, the Department, and the Bondholders shall be restored to their former positions and rights hereunder. SECTION 25. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Bondholders 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 hereun- der or now or hereafter existing at law or in equity. SECTION 26. Delay Not a Waiver. No delay or omis- sion by any Bondholder in the exercise of 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 any acquiescence therein, and every power or remedy given by this Ordinance to the Bondholders may be exercised from time to time and as often as may be deemed expedient. -31- 85.1 85.2 85.3 85.5 85.6 85.7 85.8 85.13 85.14 85.15 86.1 86.2 86.3 86.4 86.5 86.6 86.7 86.11 86.12 86.13 86.14 86.15 87.4 87.6 87.7 87.8 87.9 87.13 87.14 88.1 88.3 IL 04'71 SECTION 27. Right to Enforce Payment of Second 1988 Series Bonds Unimpaired. -Nothing herein shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on his Second 1988 Series Bonds or the obligation of the City and the Department to pay the principal of and interest on each Second 1988 Series Bond to the Bondholder thereof at the time and place speci- fied in said Second 1988 Series Bond. SECTION 28. Defeasance. If, at any time, the City shall have paid, or shall have made Provision for Payment (as hereafter defined) of, the principal, interest and redemption premiums, if any, with respect to the Second 1988 Series Bonds, then, and in that event, the lien of the Bondholders shall be transferred to the funds invested in Government Obligations created for the Provision for Payment and the Bondholders' pledge of and lien on the moneys in the General Reserve Account and the Acquisition Account, if any, shall thereupon be released and of no further effect. For purposes hereof, "Provision for Payment" shall mean deposit of sufficient cash and/or principal of Government Obligations in an irrevocable trust with a bank- ing institution or trust company, for the sole benefit of the Bondholders, to make timely payment of the principal, interest, and redemption premiums, if any, through the date of redemption on the Outstanding Second 1988 Series Bonds. Nothing herein shall be deemed to require the City to call any of the Outstanding Second 1988 Series Bonds for redemp- tion prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the City in determining whether to exercise any such option for early redemption. Notwithstanding anything in this Section 28 to the contrary, however, the obligations of the City under Section 29 hereof shall remain in full force and effect until such time as such obligations are fully satisfied. . SECTION 29. Compliance with Tax Requirements. The City hereby covenants and agrees, for the benefit of the Bondholders from time to time of the Second 1988 Series Bonds, to comply with the requirements applicable to it con- tained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code, or any successor provisions to the extent necessary to preserve the exclusion of interest on the Second 198E Series Bonds from gross income for federal in- come tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City coven- ants and agrees: -32- 88.6 88.7 88.8 88.10 88.13 88.14 88.15 89.4 89.5 89.7 89.8 89.9 89.10 89.11 89.13 89.14 89.15 90.1 90.2 90.3 90.5 90.6 90.9 90.10 90.11 90.22 90.23 90.14 90.15 91.1 IL 0471. (1) to pay to the United States of America 91.4 from any legally available funds, at the times 91.5 required pursuant to Section 148(f) of the Code, the excess of the amount earned on all nonpurpose 91.6 investments (as defined in Section 148(f)(6) of the 91.7 Code) over the amount which would have been earned 91.8 if such non -purpose investments were invested at .a 91.9 rate equal to the yield on the Second 1988 Series Bonds, plus any income attributable to such excess 91.10 (the "Rebate Amount"); (2) to maintain and retain all records per- 91.12 taining to and to be responsible for making or causing to be made all determinations and calcula- 91.13 tions of the Rebate Amount and required payments of 91.14 the Rebate Amount as shall be necessary to comply with the Code; (3) to refrain from using proceeds from the 92.1 Second 1988 Series Bonds in a manner that would cause the Second 1988 Series Bonds or any of them, to be classified as private activity bonds under 92.2 Section 141(a) of the Code; and (4) to refrain from taking any action that 92.4 would cause the Second 1988 Series Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. 92.5 The City understands that the foregoing covenants 92.9 impose continuing obligations on the City to comply with the 92.10 requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are 92.11 applicable. SECTION 30. General Reserve Account. Subject to 92.15 the provisions of this Section 30 and Section 21.of the 1986 Subordinated Debt Ordinance, all Revenues shall be held and applied pursuant to the General Ordinance, including but not 93.2 limited, to the manner provided in Articles V, VI and VII thereof. Until payment in full of the principal of and in- 93.3 terest on the Second 2988 Series Bonds, the City shall con- tinue to maintain the General Reserve Account. 93.4 After making the transfers set forth in the first 93.7 paragraph of Section 509 of the General Ordinance, the City 93.8 shall thereupon apply any amounts remaining in the General 93.9 Reserve Account to secure and pay Subordinated Debt, and 93.10 then, at its option, may apply any amounts remaining in the 93.11 General Reserve Account for any one or more of the following 93.12 -33- I.04'71. purposes but not necessarily in the following order (1) for any purpose for which money in the Construction Fund, the Renewal and Replacement Account and the Revenue Account may be used; (2) the purchase or redemption of Senior Bonds; (3) to secure and pay the classes of indebtedness described in Section 717 of the General Ordinance; and (4) to pay all or any part of the cost of additions, extensions and improve- ments to the Parking System. SECTION 31. City, Board, Department and Bond Bondholders Alone Have Rights Under Ordinance. Except as otherwise expressly provided herein, nothing in this Ordinance, express or implied, is intended or shall be con- strued to confer upon any person, firm or corporation, other than the City, the Board (as defined in the General Ordinance), the Department, the Bondholders of the Second 1988 Series Bonds issued under and secured by this Ordinance, any right, remedy or claim, legal or equitable, under or by reason of this Ordinance. This Ordinance is in- tended to be for the sole and exclusive benefit of the City, the Board, the Department and the Bondholders. SECTION 32. Registrar and Paying Agent. The City shall act as the initial Registrar and Paying Agent with respect to the Second 1988 Series Bonds, and may name suc- cessor or additional Registrars and Paying Agents by subse- quent ordinance or resolution. The City shall provide the Bondholders of notice of appointment of any successor or ad- ditional Registrars and Paying Agents. SECTION 33. Authorizations. The Mayor, the Vice Mayor, the City Manager, any Assistant City Manager, the Clerk, any Deputy Clerk and their designees are each desig- nated as agents of the City in connection with the sale, is- suance and delivery of the Second 1988 Series Bonds and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the sale, execu- tion, issuance and delivery of the Second 1988 Series Bonds and which are not inconsistent with the terms and provisions of this Ordinance. SECTION 34. Modification or Amendment. This Ordinance may be modified and amended and all appropriate blanks appearing herein may be completed by the City from time to time prior to the issuance of the Second 1988 Series Bonds. Thereafter, no modification or amendment of this Ordinance or of any resolution or ordinance amendatory hereof or supplemental hereto materially adverse to the hol- ders of the Second 1988 Series Bonds may be made without the -34- 93.13 93.14 93.15 94.2 94.3 94.4 94.5 94.8 94.9 94.10 94.11 94.12 95.1 95.2 95.3 95.7 95.8 95.9 95.11 95.12 96.1 96.2 96.3 96.4 96.:5 96.6 96.7 1Q4'71 consent in writing of the owners of not less than a majority in aggregate principal amount of the Outstanding Second 2988 Series Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Second 1988 Series Bonds or a reduction in the Rate of Interest thereon (except pur- suant to Section 7A hereof), (b) in the amount of the prin- cipal obligation of any Second 1988 Series Bond, (c) that would affect the unconditional promise of the City to levy fees, rates, charges and rentals of the Parking System as herein provided, or (d) that would reduce such percentage of Bondholders of the Second 1988 Series Bonds required above for such modifications or amendments, without the consent of all of the Bondholders of the Second 1988 Series Bonds. For the purpose of Bondholders' voting rights or consents, the Second 1988 Series Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. SECTION 35. Recitals in Preamble. The recitals contained in the preamble to this Ordinance are incorporated herein by this reference thereto and are adopted as if fully set forth in this Section 35. SECTION 36. Controlling Law; Members of Commission and Officials of City not Liable. All covenants, stipula- tions, obligations and agreements of the City contained in this Ordinance shall be deemed to be covenants, stipula- tions, obligations and agreements of the City and the Department to the full extent authorized and provided by the Constitution and laws of the State of Florida. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City Commission or the City or the Department or the Board in his individual capacity, and neither the members of the City Commission, the members of the Board nor any offi- cial executing the Second 1988 Series Bonds shall be liable personally on the Second 1988 Series Bonds or this Ordinance or shall be subject to any personal liability or accounta- bility by reason of the issuance or the execution by the City Commission or such members thereof. SECTION 37. Severability. If any one or more of the covenants, agreements or provisions of this Ordinance should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Ordinance or of the Second 1988 Series Bonds issued hereunder. -35- 96.8 96.9 96.10 96.11 96.12 96.14 97.1 97.2 97.3 97.5 97.9 97.10 97.12 97.13 97.14 97.15 98.1 98.2 98.3 98.4 98.5 98.6 98.7 98.9 98.10 99.4 99.5 99.6 99.7 99.8 99.9 99.10 99.11 99.12 t 1n471. SECTION 38. Effective Date. This Ordinance shall become effective immediately upon its enactment. PASSED ON FIRST READING BY TITLE ONLY this day of September, 1988. PASSED AND ADOPTED on Second and Final Reading this day of September, 1988. Mayor ATTEST: City Clerk Approved as to form and correctness: Jorge Fernandez, City Attorney Prepared and Approved By: Robert F. Clark, Chief Deputy City Attorney -3 b- DOSPord:90 100.2 100.4 100.8 100.13 100.14 101.2 101.4 101.5 101.7 101.9 101.10 101.11 101.13 102.1 102.2 102.3 1.04,71, LAW OFFICCS $401 MANATCC AvCNUC Wt6T HOLLAND & KNIGHT ONt EAST BROWARD BWO. P 0. sox 241 P.O. sox a070 6RADt11TON, FLORIDA 24s06 FONT LAUD C 14 DALC. FLORIDA 92202 1613) 747.6550 (305) 525.1000 TCLCCOPItR 16121 Axe-0046 TCLCCOPICR (2051 403.2030 62 LARC WIRL ORIMt 1200 BRICRCLL AvtNYC 600 NORTH MAGNOLIA A emut BARNCTT SANx OLD& 400 NORTH AsHLer P. O. Box 32002 P. 0. sox 015"1 P. O. Box 1526 P. 0. ORAWtN 010 P. O. Box 1266 LAIttLAND, FLORIDA tteOt MIANI. FLORIDA 23101 ORLANDO, FLORIDA 24602 TALLANAS6tt, FLORIDA =300 TANPA. FLORIDA 22601 1613) 692.1161 4305; 374-6500 1407) 425.8500 49041 224.7000 16131 227-6500 TCLCCOPICR teat) ss6-1166 —CLteoMtR ttos) 274.1164 TCLteOP1tR t40f/ 4t2-tts7 T[LtCOMCR 40041 tt4-sett TCLteOr1CR W121 820.0134 CANLC AODRCSS PLCASE REPLY TO; Lakeland Florida 666 SimpiTCtNTN STNttT,N.W. i1ND KNIGHT TM ♦ SUITE Soo N=KMIA August 5, 1988 WASHINGTON,0.a*coca TELEX 5.2620-TAMP (202) 955.5550 TtLtx 62.2232WMMI TCLCCOPICR (tot) 6as•SS64 To Those People Listed on Schedule "A" Attached Hereto Re: Parity Subordinated Revenue Bond for Miami Department of Offstreet Parking Ladies and Gentlemen: Enclosed for your review is a draft of a proposed Ordinance in connection with the above -referenced matter, as well as a schedule for this financing prepared by Shearson Lehman Hutton. We look forward to receiving your comments concerning the enclosed Ordinance. Sincerely yours, _ HOLLANDD &KNIGHT log Edward W. Vogel, III EWV/mlp 2738700141tr1:113 10471. }� To Those People Listed on Schedule "A" Attached Hereto August 5, 1988 Page 2 Mr. Carlos Garcia 3500 Pan American Drive Miami, Florida 33133 Richard Montalbano Shearson Lehman Hutton Inc. 501 Brickell Key Drive Suite 400 Miami, Florida 33131 Robert Goldfarb, Esquire Hughes, Hubbard and Reed 801 Brickell Avenue Suite 1100 Miami, Florida 33131 Seth Joseph, Esquire Ruden, Barnett, McClosky, Smith, Schuster and Russell 110 East Broward Boulevard ' Penthouse 2 Fort Lauderdale, Florida 33302 I Daniel Morhaim John J. Mulvena 190 N.E. 3rd Avenue Miami, Florida 33132 Miriam Maer, Esquire AmeriFirst Building, llth Floor One S.E. 3rd Avenue Miami, Florida 33132 Ms. Rita B. Hogan Barnett Bank of South Florida, N.A. 701 Brickell Avenue Miami, Florida 33131 IL0471. MOl MANATLt AVt/1ut WEST P.C.sox 941 BRADtNTDN. FLORIDA 30808 (0131 �47-ssa0 TtLtco.ltR total sa-00s DR LARt Went Dowt P.0.Box atOat LAIICLAND. FLORIDA 2"02 10131 6St-1101 Yc"Co'ItR total RSR-Ito{ CASLt ADDRtf1 NND KNOW TM MaK MIA TCLCx S-2430-TAMINI Tema St-USS-am"I 1200 BRICxtLI. AVtNUE A 0. Box 015441 MIANI. FLORIDA S2101 13051 374-8500 TCLtCo'Ito Most a744164 PLEAS[ 11EPLr TO: LAW OrFICCs HOLLAND & KNIGHT moo NORTH MAGNOLIA AV91109 P. O. Box lath ORLANDO.rLoR1DA SSSOa "071 4211.8500 TELtcoPltR NO71 4Ea-s3ss BARNETT BANx BLoa. P. M DRAWER 810 TALLAN"Stt. FLORIDA =302 (904) 224.7000 TCLteoRlea (004) "*-Rail Lakeland, Florida August 5, 1988 Department of Offstreet Parking The City of Miami, Florida 190 N.E. Third Street Miami, Florida 33132 Dear Dan: ONE EAST BROWARD 610M P.O. Box 44070 FORT LAUDERDALE.FLORIDA asaOS 1305) 525-1000 TELtCOPItR (3091 467.8030 Attention: Mr. Daniel Morhaim 400 NOW04 ASNLZV P.O. Box Itaa TANM• FLORIDA 3mot (a 131 227-8500 TtLteOPICR (0le) 200-0124 one stVCNTtewN STRCET.N.W. SulTc 000 WASHINGTON, D. C. 20006 1202) Yss-5550 TELteOrltR 18021 ass-SSS4 RE: Proposed $1,200,000 Parity Subordinated Parking System Revenue Bond. This letter will confirm our recent conversation with Dick Montalbano concerning the above -referenced bond issue and our proposal to act as bond counsel in connection therewith. Due to the complexities involved in municipal bond issues, it is difficult to ascertain the full range of services that would ultimately be required of us in the role of bond counsel for this issue. However, we would contem- plate the following! 1. Preparation and/or review of all documents directly related to the bond issue, including the bond resolution and award resolution. 2. Preparation and review of the bond, and print- ing the bond on our word processing system. 3. Preparation and/or review of all necessary closing documents, papers and certificates, except with regard to disclosure, due diligence and security law matters. (To the extent necessary, our review of disclosure documents is part of our services, but we will not undertake responsibility for actual preparation of such documents.) 4. Supervision and coordination of the closing of the bond issues, and delivery of our opinion to the bondhol- ders regarding the exclusion from gross income of the in- terest on the bond for federal income tax purposes, and the validity and enforceability of the bond. I We have agreed with you that; for the issuance of this particular bond, we will not apply the fee schedule utilized previously, and will charge a fee of only $12,500. Department of Off street Parking August 5, 1988 Page 2 Notwithstanding the foregoing, however, it is our agreement with you that, should unexpected difficulties with respect to this transaction arise so that our time expended with respect thereto at our standard hourly rates exceeds $12,500, we would be compensated for our time at our stan- dard hourly rates up to a maximum of $18,000. In addition, in the event that this transaction does not close, we will be compensated for our time at our standard hourly rates up to a maximum of $5,000. Our out-of-pocket expenses will be in addition to any fees quoted herein. Payment of the statement submitted by us.to you will be due in full at the time you receive the statement, and we will bill interest on each statement at the rate of one percent per month from the forty-fifth day after the date of each statement unless such statement has been paid within forty-five days after its date. If the foregoing arrangements concerning our fees are satisfactory to you, please sign the enclosed copy of this letter and return it to us. If you should have any questions whatsoever concerning this letter or would like to discuss anything set forth herein, please do not hesitate to call. Sincerely yours, HOLLAND & KNIGHT Edward W."Vogel III ACCEPTED AND APPROVED: CITY OF MIAMI, FLORIDA, DEPARTMENT OF OFFSTREET PARKING By: Authorized Officer EWV/mlp 273870014f1:113 Enclosure cc: Richard Montalbano Rob Goldfarb, Esquire L 1 flti�^J7 SHEARSON LEH[��T ' HUMN TO: Distribution FROM: Jose R. Paga DATE:, August 5, 1988 i City of Miami Department of Off Street Parking Authority $1 Million Barnett Note Transaction DATE August 10 j August 12 August 19 i Week of Sept. 5 September 8 Week of Sept. 12 0452M TIMETABLE OF EVENTS First Draft distributed by Holland & Knight Comments due directly to Holland & Knight Documents to Miami for distribution to City Commission Distribution of closing documents Miami City Commission meeting Closing 501 Brickefl Key Drive Suite 4W Miami FL 3M31 Telephone 305.3 I-70% IL 04'71. Distribution: Carlos Garcia Finance Director The City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Jose R. Pagan' Shearson Lehman Hutton Inc. 501 Brickell Key Drive, Suite 400 Miami, Florida 33131 Robert Goldfarb, Esquire Hughes, Hubbard and Reed 801 Brickell Avenue Suite 1100 Miami, Florida 33131 Seth Joseph, Esquire Ruden, Barnett, McClosky, Smith, Schuster and Russell 110 East Broward Boulevard Penthouse B Fort Lauderdale, Florida 33302 Mr. David Altro Holland & Knight 1200 Brickell Avenue P. 0. Box 015441 Miami, Florida 33131 0452H Daniel Morhaim John Mulvena Dept. of Off -Street Parking 190 N.E. 3rd Avenue Miami, Florida .33132 Miriam Maer, Esquire AmeriFirst Bldg., llth F1. One S.E. 3rd Avenue Miami, Florida 33131 Ms. Rita B. Hogan Barnett Bank of South Florida, N.A. 701 Brickell Avenue Miami, Florida 33131 Mr. Edward W. Vogel, III Holland & Knight 92 Lake Wire Drive P. O. Drawer B W Lakeland, Florida 33802 1,0471 �XtIIBIT 5 RESOLUTION NO. 88-802 A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR, OR HIS DESIGNEE, TO NEGOTIATE FOR THE ISSUANCE OF CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BONDS NOT TO EXCEED $1,200,000 AND THE SALE OF SUCH BONDS TO BARNETT BANK WHICH BONDS SHALL BE ISSUED AS DEBT SUBORDINATE TO THE EXISTING $16,275,000 CITY OF MIAMI, FLORIDA, PARKING SYSTEM REVENUE BONDS, SERIES 1986, AND ON A PARITY BASIS WITH THE $2,000,000 CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIES 1986, AND THE $2,5000000 CITY OF MIAMI SUBORDINATED PARKING SYSTEM REVENUE BONDS, SERIES 1988, FOR THE PURPOSE OF ACQUIRING LAND AND CONSTRUCTING A PUBLIC PARKING FACILITY IN THE LATIN QUARTER AREA OF THE CITY OF MIAMI. WHEREAS, the Department of Off -Street Parking has determined that the purchase of the parcels of land and construction of additional parking facilities in the vicinity of the Latin Quarter area would serve a public purpose; and WHEREAS, the demand for public parking in the vicinity surrounding the Latin Quarter has expanded; and WHEREAS, the facilities would be utilized by the general public; and WHEREAS, on January 20, 1988 the Off -Street Parking Board authorized Department staff to negotiate the purchase of two parcels of land in the Latin Quarter area for the purpose of providing a public parking facility to be used in connection with the proposed Latin Quarter Specialty Center; and WHEREAS, the Department has entered into a Purchase and Sale Agreement between Reinaldo and Graciella Cruz -Piro, as "Seller," and the Department of Off -Street Parking, as "Purchaser," to acquire the first parcel for the sum of $525,000 and an additional Purchase and Sale Agreement between Florentino and Amparo Perez, as "Seller," and the Department, as "Purchaser," to acquire the second parcel for the sum of $641,311 for a combined total purchase price of $1,166,311; and WHEREAS, the Off -Street Parking Board has incorporated the purchase of these properties in the 1987-92 Five Year Strategic and Financial Operations Plan, as amended, which was reviewed and approved by the Miami City Commission on June 9, 1988; and WHEREAS, in order to purchase these two properties it will be necessary to secure financing through the issuance of City of Miami Subordinated Parking System Revenue Bonds (the "Bonds"); and -1- . 1.04'71_ WHEREAS, the Off -Street Parking Board has determined that it is necessary to issue the Bonds for the purpose of acquiring land and paying a ./ portion of the cost of erecting and constructing public parking facilities in such area of the City of Miami; and r WHEREAS, the Department is required to seek the approval of the City of Miami Commission for the issuance of the Bonds; and WHEREAS, the Department will use its best efforts to seek the approval of the City Commission for the issuance of the Bonds; and WHEREAS, the payment of such Bonds will be subordinate to the $16,275,000 City of Miami, Florida, Parking System Revenue Bonds, Series 1986, and will be on a parity basis with the $2,000,000 City of Miami Subordinated Parking System Revenue Bonds, Series 1986, And the $2,500,000 City of Miami Subordinated Parking System Revenue Bonds, Series 1988; and WHEREAS, it is estimated that there will be sufficient monies in the General Reserve Account of the Department of Off -Street Parking to pay back the principal and interest associated with the loan transaction; NOW, THEREFORE, BE IT RESOLVED BY THE DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI, FLORIDA: Section 1. .The Executive Director, or his designee, is hereby authorized to negotiate for the issuance of the Bonds by the City of Miami and to negotiate the sale of the Bonds to Barnett Bank and is authorized and empowered to execute any and all documents and agreements in connection therewith. Section 2. The Department will seek the necessary approvals for the issuance of the Bonds from the City for the purpose of acquiring the two parcels of land and constructing public parking facilities thereon. Section 3. The Department is hereby authorized to establish the necessary bank accounts and ledgers in order to insure proper accounting and bookkeeping procedures associated with the Bond transaction and the purchase of said properties. PASSED AND ADOPTED this 20 day of July, 1988. i SUSAN J. BMhCCI, Secretary LESLIE PANTIN, SR., Ch irman -2- IL 04'71 N i 701 Brickell Avenue Miami, Florida 33131 VIA COURIER July 189 3.988 Mr. Daniel Morhaim Director of Finance Department of Off -Street Parking 190 NE Third Street Miami, Florida 33132 Be: Proposed $192005000 Tax -Exempt Loan to the City of Miami Department of Off -Street Parking in Connection with Latin Quarter Specialty Center Dear Dan: Barnett Bank of South Florida, N.A. (the "Rank") is considering a $1,200,000 tax-exempt loan to the City of Miami's Department of Off -Street Parking (the "Department") under, but not necessarily limited to, the following terms and conditions: i Summary of Terms Amount: $11,2009000 Purpose: To purchase 2 parcels of land totaling 38,000 sq.ft. which represent a portion of the land that will make up the proposed Latin Quarter Specialty Center on SW 8 Street. Maturity: April 30, 1990 Rate Options: I. Interest floating, adjustable daily, at 82.14% of Barnett Banks, Inc. Is Prime Rate, as announced from time to time. II. Fixed at 8.13% provided that Prime is 9.5%g or, such other rate as nay be established ' at closing which will provide the Bank a comparable yield. Terms of Repayment: Interest payable quarterly; principal payable in full at maturity. Barnett Bank of South Florida, NA L Mr. Daniel Morhalm Page -2- July 18, 1988 Collateral: Junior lien on all Departmental revenues; junior only to the $16,250,000 Series 1966 Bond Issue and on an equal priority and parity basis with the $2,000,000 privately placed 1986 Bond Issue. Additional Conditions: 1) Closing documents to parallel terms and conditions contained in loan documentation on existing '$2,5009000 Subordinated Parking System Revenue Bonds, Series 1988, the major features of which are summarized as follows: a) Debt service coverage on Bank debt to be 150%; b) Prohibition of additional indebtedness of equal or prior dignity; c) Throughout term, Department to continue its current policy of maintaining surplus cash reserves; and d) Full gross -up provisions. 2) Department to reimburse Bank for all out-of-pocket expenses, fees and disbursements incurred in connection with preparation of the commitment letter and loan documentation whether or not the transaction actually closes. This letter constitutes an expression of interest only based upon information submitted thus far. Any obligation to lend is subject to approval of the transaction by the Bank and the subsequent satisfactory preparation, approval, execution, and delivery of loan documentation in a form and substance satisfactory to the Bank and its counsel. We appreciate this opportunity to provide additional support to the Department, and look forward to the continued development of our relationship. Sincerely, Rita B. Hogan Assistant Vice President RBH:mp cc: Richard Montslbano t IL04'71. MIAMI REVIEW Published Dally except Saturday, Sunday and Legal Holidays Miami, Dade County, Florida. STATE OF FLORIDA COUNTY OF DADE: Before the undersigned authority personally appeared Octelma V. Ferbeyre, who on oath says that she Is the Supervisor of Legal Advertising of the Miami Review, a dally (except Saturday, Sunday and Legal Holidays) newspaper, published at Miami In Dade County, Florida; that the attached copy of advertisement, being a Legal Advertisement of Notice In the matter of # 5 0 2 6 CITY OF MIAMI ORDINANCE NO. 10471 X X X In the ......................................... Court, was published In sold newspaper in the Issues of Sept. 14, 1988 Affiant further says that the said Miami Review is a newspaper published at Miami In said Dade County, Florida, and that the said newspaper has heretofore been continuously published in said Dade County, Florida each day (except Saturday, Sunday and Legal Holidays) and Iras been entered as second class mail matter at the post office In Miami in said Dade County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that she has at paid nor promised any person firm or corporation a disc unt, rebate, commission or re nd for the purpose ecurin this advertisement for pub a In the said ne per. le ✓. . ...... .(�.. `�j1t3 �a�ril4�ubscribed before me this G� �1►T�i L I �. .. day �` .. !. M'E'•0 ;77��ii ..., A.D. 19....8.8 J at nch a ; 4&biic1S to 0 F do at Large (SEAL) " T My Comr;*- O r exl0k, ��ig�'L'1, 14 MR 115 Q • �' �� •��//f! 0 R 1 DtP`f,``% Deq.nanrIna 4fit titietJ �l`d�hNf1t5A1 -AN �IJIEFIGI link AWNI AUTHOAl2 f �PNINCIi'W AtVENlJt,0 :THt�I?UAPC M1AFAC&'1t(B>5 ' AND 14P..IN DEpO51T :0 pUASUANT 6Y.,P,IAGINt4 FyF�THI;R.ti�sl�I1t+'.IIV!Yb;/!!V4.1,t;y 1t1t;ry1f-rit*�� ;.- ON ETRggT; VENDING; -WITHIN .RESTRIO.TED VENpINQ"DI¢* TRIG?S� PRQVIDINA DEFINITIONS; AND PRO'HIEITINQ VENQINQi FOR.A'ONE.YEAR pERIOD,ON THE'FLAGLER POMQNETRA TION BLOCK (NORTH AND SOUTH SIDE$ OF FLAQLER STRWET-; BETWEEN MIAMI AVENUE AND EAST FIRST AVENUEI. Said ordinances may be Inspected. by the public at the Office of the City Clark, 3500, Pan American Drive,: Miami, Florida; Monday; through, Friday, excluding holidays, between the hours of 8:00 A.M and :QQ P Ms: (INt3ERT LOGO HERE) MATTY HIRAI CITY CLERK CITY OF MIAMI, KOWA (N5026) _ 8",Pi44,QM g114