HomeMy WebLinkAboutR-86-0553J-8b-595
RESOLUTION NO. 156-5.130,
A RESOLUTION AUTHORIZING THE NEGOTIATED SALE
OF NOT TO EXCEED $16,275►000 CITY OF MIAMI,
FLORIDA PARKING SYSTEM REVENUE BONDS, SERIES
1986; AWARDING THE SALE THEREOF TO WILLIAM R.
HOUGH & CO., SMITH BARNEY, HARRIS UPHAM & CO.,
INCORPORATED, BEAR STEARNS & CO., INC., FIRST
EQUITY CORP. OF FLORIDA AND AIBC INVESTMENT
SERVICES CORPORATION SUBJECT TO THE TERMS AND
CONDITIONS OF THE BOND PURCHASE AGREEMENT;
AUTHORIZING THE DISTRIBUTION AND EXECUTION OF
A PRELIMINARY OFFICIAL STATEMENT AND FINAL
OFFICIAL STATEMENT IN CONNECTION WITH THE
DELIVERY OF THE BONDS; APPROVING THE FORM OF
AND AUTHORIZING EXECUTION OF THE ESCROW DEPOS-
IT AGREEMENT; APPOINTING A TRUSTEE, REGISTRAR
AND PAYING AGENT; APPOINTING AN ESCROW AGENT;
PROVIDING FOR CERTAIN OTHER MATTERS IN CONNEC-
TION WITH THE ISSUANCE AND DELIVERY OF SUCH
BONDS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Miami, Florida (the "Issuer") has by
ordinance, enacted on June 26, 1986 (the "Ordinance"), authorized
the issuance of not to exceed $18,000,000 City of [Miami, Florida
Parking System Revenue Bonds, Series 1936 (the "Bonds") for the
purpose of providing funds, together with any other available
funds, for paying at their maturity or redemption the City's
outstanding Parking System Revenue Bonds (Series 1983) currently
outstanding in the aggregate principal amount of $13,545,000 (the
"Refunded Bonds"), and to pay certain costs of issuance of the
Bonds.
WHEREAS, the Issuer has received an offer from William R.
Hough & Co., Smith Barney, Harris Upham & Co. Incorporated, Bear
Stearns & Co., Inc., First Equity Corporation of Florida and AIBC
Investment Services Corporation to purchase $15,875,037.50 of the
Bonds subject to the terms and conditions set forth in the Bond
Purchase Contract, a copy of which is attached hereto as Exhibit
"A" (the "Purchase Contract"); and
WHEREAS, the Issuer now desires to sell its Bonds pursuant to
the Purchase Contract and in furtherance thereof to appoint a
Trustee, Paying Agent, Registrar and Escrow Agent and to approve
the form of and authorize the execution of the Escrow Deposit
Agreement and provide for the application of certain moneys
currently held for the benefit of the Refunded Bonds in connection
with the issuance of the Bonds and to approve the terms of and
authorize preparation and distribution of a preliminary official
statement and an official statement; and CITY COMMISSION
MEETING OF
JUL 11 iyoq
', ION No. 86-553;
/l"INN
WHEREAS, the Issuer has been provided all applicable disclo-
sure information required by Section 218.385, Florida Statutes, a
copy of which is attached hereto as Exhibit "B";
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OP' THE
CITY OF MIAMI, FLORIDA:
SECTION 1. Due to the volatile nature of the market for
municipal tax exempt revenue obligations, the critical importance
of the timing in the sale of the Bonds, the complexity of public -
ally marketing bonds for parking facilities and due to the will-
ingness of William R. Hough & Co., Smith Barney, Harris Upham &
Co. Incorporated, Bear Stearns & Co., Inc., First Equity Corpora-
tion of Florida and AIBC Investment Services Corporation to pur-
chase not to exceed $16,275,000 in aggregate principal amount of
City of Miami, Florida Parking System Revenue Bonds, Series 1986,
at interest costs favorable to the Issuer in the national market
for tax exempt obligations, it is hereby determined that it is in
the best interest of the public and the Issuer to sell the Bonds
at a negotiated sale, and such sale to William R. Hough & Co.,
Smith Barnev, Harris Upham & Co. Incorporated, Bear Stearns & Co.,
Inc., First Equity Corporation of Florida and AIBC Investment
Services Corporation is hereby authorized and approved.
SECTION 2. The Bonds are hereby sold to William R. Hough &
Co., Smith Barney, Harris Upham & Co. Incorporated, Bear Stearns &
Co., Inc., First Equity Corporation of Florida and AIBC Investment
Services Corporation upon the terms and conditions set forth in
the Purchase Contract attached hereto as Exhibit "A" and incorpo-
rated herein by reference. The Mayor is hereby authorized to
execute such Purchase Contract in substantially the form attached
as Exhibit "A", with such additional changes, insertions and omis-
sions therein as do not change the substance thereof and as may be
approved by the said officer of the Issuer executing the same,
such execution to be conclusive evidence of such approval.
SECTION 3. The Bonds shall be dated and shall bear interest
payable at certain times and shall mature in the years and be
subject to redemption as provided in the mark up of the
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8f -553'.
preliminary official statement attached hereto as Exhibit "D" and
incorporated herein by reference.
SECTION 4. The Ordinance is hereby ratified and confirmed
and the Bonds shall be issued under and secured as provided in the
Ordinance and shall be executed and delivered by the Mayor or the
City Manager and City Clerk of the Issuer and shall be
authenticated by the Trustee in substantially the form set forth
in the Ordinance, with such additional changes and insertions
therein as conform to the provisions of the Purchase Contract, and
such execution and delivery shall be conclusive evidence of the
approval thereof by such officers.
SECTION 5. Sun Bank, National Association, shall serve as
Trustee, Paying Agent and Registrar for the Bonds.
SECTION 6. Sun Bank, National Association, shall serve as
Escrow Agent pursuant to an Escrow Deposit Agreement which is
hereby authorized and approved in substantially the form attached
hereto as Exhibit C and incorporated herein by reference. The
Mayor or City Manager, or any City Commissioner, and the City
Clerk or any Deputy Clerk of the City are authorized to execute
and deliver such Escrow Deposit Agreement with such changes,
insertions and omissions as shall be approved by such officers,
such execution to be conclusive evidence of any such approval.
SECTION 7. The distribution of the Preliminary Official
Statement and a final Official Statement of the Issuer relating to
the Bonds, are hereby approved, such official statements to be in
substantially the form of the document attached hereto as Exhibit
"D." The Mayor is hereby authorized to execute such official
statements, with such additional changes, insertions and omissions
as may be made and approved by such officer of the Issuer execut-
ing the same, such execution to be conclusive evidence of any such
approval.
SECTION 8. At the time of delivery of the Bonds the Trustee,
as defined in the Ordinance, without further action by the City
Commission, will cause the moneys in the Interest Account and
Principal Account within the Bond Fund for the Refunded Bonds to
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8f —55s
be deposited with the Escrow Agent pursuant to the Escrow Deposit
Agreement to be applied to the payment of the Refunded Bonds.
Based on current market values $91,422.43 of the moneys in the
Reserve Account for the Refunded Bonds shall be deposited with the
Escrow Agent pursuant to the Escrow Deposit Agreement to be
applied to the payment of the Refunded Bonds and the balance of
the moneys in the Reserve Account shall be transferred to the
Reserve Account for the Bonds. Any moneys in the other accounts
for the Refunded Bonds will be transferred to the same accounts
for the Bonds and be used for their intended purposes.
SECTION 9. The remaininq authorized but unissued Bonds in
the amount of $ 1,725,000 are hereby cancelled and shall not be
sold or delivered.
SECTION 10. No Bonds so delivered hereunder shall be
defeased pursuant to the provisions of Article XII of the Ordi-
nance except with (i) direct obligations of, or obligations the
payment of the principal of and the interest on which is guaran-
teed by, the United States of America or (ii) any bonds or other
obligations of any state or governmental unit thereof which are
rated at such time in the then highest rating category of two or
more nationally recognized municipal rating agencies which are
fully secured as to principal and interest and redemption premium,
if any, by a fund consisting only of cash or bonds or other obli-
gations of the character described in clause (i) hereof and which
are not callable at the option of the obligor prior to maturity or
as to which irrevocable notice has been given by the obligor to
call such bonds or obligations on the date specified in the
notice.
SECTION 11. All prior resolutions of the City inconsistent
with the provisions of this resolution are hereby modified, sup-
plemented and amended to conform with the provisions herein con-
tained and except as otherwise modified, supplemented and amended
hereby shall remain in full force and effect.
SECTION 12. The Mayor, the City Manager, the City Clerk or
any other appropriate officers of the City are hereby authorized
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8f -5551:
and directed to execute any and all certifications or other
instruments required by the Ordinance, the Purchase Contract, this
Resolution or any other document referred to above as a prerequi-
site or precondition to the issuance of the Bonds and any such
representation made therein by officers of the City shall be
deemed to be made on behalf of the City. All action taken to date
by the officers of the City in furtherance of the issuance of the
Bonds is hereby approved, confirmed and ratified.
SECTION 13. This resolution shall take effect immediately
upon its adoption.
Adopted this loth day of July, 1986.
(SEAL) '
vier L. Suarez
Mayor
At t
Ma y Hirai
City Clerk
PREPARED AND APPROVED BY:
A-A� ";2r mac
;. Miriam Maer
Assistant City Attorney
APPROVED AS TO FORM
AND CORRECTNESS:
i
11,11—ie-e-11 —2
Lucia oug ert
City Attorney
5
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1. BARRY BLAXBERG
RONALD L. BOOK
CHARLES A. CITRIN
EDWARD HEILBRONNER
URSULA MANCUSI-UNGARO
HOWARD E. RO$KIN
ROBERT L. RUBIN
RONALD A. SHAPO
ARNOLD O. SHEVIN
JEROME H. SHEVIN
ROBERT L. SHEVIN
STEVEN SONSERG
BYRON L. SPARSER
STEPHEN A. STIEGLITZ
SETH STOPEK
ARTHUR E. TEELE, JR.
JEFFREY M. WEISSMAN
LAW OFFICES
SPARBER, SHEVIN, SHAPO, HEILBRONNER & BOOK
PROFESSIONAL ASSOCIATION
JAMES H. BARRETT
RICHARD 1. BLINDERMAN
JOSE A, SOLAF0S
FRANCISCA COPELAND•LOPEZ
MICHAEL J. CONIGOO
BRIAN S. DERVISHI
MARTIN E. DOYLE
GREGG FIERMAN
ALAN J. FRIEDMAN
PAUL A. GOLDBERG
MOISES T. GRAYSON
SANDRA P. GREENBLATT
DAVID B. HAMER
MICHAEL E. HILL
MICHAEL KOSNITZKY
ELIO F. MARTINEZ, JR.
JAMES A. MINIX
HAND DELIVERY
Ms. Matty Hirai
City Clerk
City of Miami
Clerk's Office
3500 PanAmerican Drive
Miami, Florida 33133
D. JUSTIN NILES
GARY S. PHILLIPS
LAWRENCE M.PLOUCHA
MARK T. REEVES
MARSHA C. ROSEN
GARY R. RUTLEDGE
NANCY SCHLEIFER
ELIZABETH SCHWASEDISSEN
SEYMOUR N, SINGER
GREGO S. TRUXTON
GLENN J. WALDMAN
ROBERT T. YOUNGS
GERALD D. KISNER •
OF COUNSEL
L. A."SKIP" BAFALIS
GOVERNMENTAL AFFAIRS CONSULTANT
• ADMITTED IN OHIO i
WASHINGTON. O. C.
July 16, 1986
AMERIFIRST BUILDING
ONE SOUTHEAST THIRD AVENUE
MIAMI, FLORIDA 33131.1766
TELEPHONE (305) 347.4700
TELECOPItR 347.4889
FORT LAUDERDALE 524.0209
NORTH BROWARD 781.9521
TELECOMMUNICATIONS 347.4899
TELEX I 51.06002181
TELEX EAtsYLINK 62899002
TALLAHASSEC OFFICE
315 SOUTH CALHOUN STREET
BARNETT BANK BUILDING • SUITE 340
TALLAHA6SEE. FLORIDA 32301
TELEPHONE (904) 681.7051
TELECOPIER 224.2764
RIEPLY TO MIAMI OFFICE
WRITER'S DIRlCT r
(305)347-4819
r
'J
RE: $16,2750000 City of Miami, Florida Parking
System Revenue Bonds, Series 1986
Dear Ms. Hirai:
I am writing to inform you of what assistance
we will need from your office regarding the captioned bond
transaction. The following documents will require your
signature at or prior to closing:
1. Certificates of Recording Officer regarding:
(a) Ordinance No. 10115 adopted June 26, 1986
is to be attached;
(b) Redemption Resolution
July 10, 1986; and
(c) Award Resolution
July 10, 1986;
No. 86-552 adopted
No. 86-553 adopted
2. We will also need certified copies of the
above -referenced Ordinance and Resolutions.
r-1--11
fl
W
Ms. Matty Hirai
City Clerk
City of Miami
July 16, 1986
Page Two
3. Request and Authorization to Authenticate
and Deliver Bonds - this document requires your attestation
to the Mayor's signature;
4. Certificate of Incumbency; and
5. Please provide three (3) samples of your
signature in black ink on a white sheet of paper and three
(3) of the Mayor as well. These specimen signatures will
be printed on the Bond Forms.
You will also be required to seal documents
described above. The closing date for this bond issue
is scheduled for August 7, 1986. However, we are attempting
to execute as many closing certificates as possible in
Miami prior to closing.
If you have any questions concerning the foregoing,
please do not hesitate to call and I will go over your
participation in this transaction in further detail.
Very trul rs,
Richard lin erman
RIB:mct
cc: Miriam Maer, Esq.
Roger M. Carlton
.. 1
THE CITY OF MIAMI, FLORIDA
Parking System Revenue Bonds, Series 1986
BOND PURCHASE CONTRACT
On July 10, 1986, William R. Hough & Co., Smith Barney,
Harris Upham & Co. Incorporated, Bear, Stearns & Co. Inc., AIBC
Investment Services Corporation and First Equity Corporation of
Florida (hereinafter referred to as the "Underwriters"), and the
City of Miami, a Florida municipal corporation (the "City"),
enter into this Bond Purchase Contract, dated July 10, 1986 (the
"Purchase Contract"). Upon execution and delivery of this
Purchase Contract, it shall be binding upon the City and the
Underwriters. Any word not conventionally capitalized and not
defined herein shall have the meaning indicated in the Official
Statement (as hereinafter defined).
1. Purchase and Sale. Upon the terms and conditions and
upon the ba_s"1_s___oT the representations, warranties and agreements
set forth herein, the Underwriters, jointly and severally, hereby
agree to purchase from the City for offering to the public and
the City hereby agrees to sell and deliver to the Underwriters
for such purpose, all (but not less than all) of the City's
$ 27QD00 aggregate principal amount of Parking System Revenue
Bo s, Series 1986 (the "Bonds"). The Bonds shall be dated
initially as of July 1, 1986, and shall have the maturities and
bear interest at the rates and in the amounts set forth in
Exhibit II attached hereto, such interest being payable on
October 1, 1986, and semi-annually thereafter on April 1 and
October 1 of each year. The purchase price for the Bonds shall
be plus interest accrued from July 1, 1986 to the
date df the payment for and delivery of the Bonds pursuant to
Section 8 hereof (such payment and delivery and the other actions
contemplated hereby to take place at the time of such payment and
delivery being hereinafter referred to as the "Closing"). The
Preliminary Official Statement of the City relating to the Bonds,
dated July 2, 1986, including the cover page and Appendices
thereto (the "Preliminary Official Statement") is attached hereto
and with such changes and amendments made by the City as shall be
approved by the Underwriters is hereinafter referred to as the
"Official Statement". Said offer of the Underwriters to purchase
the Bonds shall extend until 11:30 p.m., Miami, Florida time, on
the date hereof unless previously withdrawn or extended in
writing by the Underwriters.
2. The Bonds. The Bonds shall be as described in, and
shall be issued and secured under the provisions of Ordinance No.
10115, which was duly enacted by the City on June 26, 1986 (the
"Ordinance").
3. Authority of William R. Hou h & Co. William R. Hough
& Co. has been my authorized to execute this Purchase Contract
and has been duly authorized to act hereunder by and on behalf of
the other Underwriters with respect to all matters related to the
sale and delivery of the Bonds.
4. Offering. It shall be a condition to the City's obli-
gations to sell and to deliver the Bonds to the Underwriters and
to the Underwriters' obligations to purchase, to accept delivery
of and to pay for the Bonds that the entire $ '10E pJ aggregate
principal amount of the Bonds be issued, sold and delivered by
the City and purchased, accepted and paid for by the Underwriters
at the Closing. The Underwriters agree to make a bona fide
public offering of all of the Bonds, at not in excess of the
initial public offering prices or yields as set forth in the
Official Statement, plus interest accrued thereon from the date
of the Bonds.
5. Good Faith Check. Delivered to the City herewith is a
certified or bank cashier's check payable to the order of the
City of Miami, Florida in New York Clearing House funds in the
amount of $ VL TO (such check being hereinafter referred to
as the "Good Faith Check"), which shall be held uncashed by the
City and returned to the Underwriters at the Closing. No inter-
est shall be paid by the City to the Underwriters upon the amount
of the Good Faith Check. In the event the City fails to deliver
the Bonds at the Closing, or in the event the City is unable to
satisfy the conditions to the obligations of the Underwriters to
purchase, accept delivery of and pay for the Bonds, as set forth
in this Purchase Contract (unless waived by the Underwriters), or
in the event such obligations of the Underwriters are terminated
for any reason permitted by this Purchase Contract, this Purchase
Contract shall terminate and the Good Faith Check shall be immed-
iately returned to the Underwriters. In the event that the
Underwriters fail (other than for a reason permitted hereunder)
to purchase, accept delivery of and pay for the Bonds at the
Closing as herein provided, the City shall cash the Good Faith
Check and retain the amount thereof as full liquidated damages
for such failure and for any defaults hereunder on the part of
the Underwriters and, except as set forth in Sections 11 and 13
hereof, neither party hereto shall have any further rights
against the other hereunder.
6. Use of Documents. The City hereby authorizes the use
by the Underwriters of the Ordinance, the Official Statement
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(including any supplements or amendments thereto), and the infor-
mation contained therein, in connection with the public offering
and sale of the Bonds. The City ratifies, approves and consents
to the use by the Underwriters prior to the date hereof of the
Preliminary Official Statement in connection with the public
offering of the Bonds.
7. Representations, Warranties and Agreements. The City
hereby represents, warrants and agrees asfollows:
(a) The City is and will be at the date of Closing
duly organized and validly existing as a municipal corporation
with the powers and authority set forth in the Florida Constitu-
tion, Chapter 166, Florida Statutes, as amended, its Charter and
any other applicable laws (collectively, the "Act");
(b) The City has full legal right, power and autho-
rity: (i) to enter into this Purchase Contract and the Escrow
Deposit Agreement to be entered into by and between the City and
Sun Bank, National Association, Orlando, Florida, as trustee and
escrow agent (the "Escrow Agreement") in connection with the
advance refunding of the City's outstanding Parking System
Revenue Bonds, Series 1983 (the "Refunded Bonds"), (ii) to adopt
the Ordinance, (iii) to sell, issue and deliver the Bonds to the
Underwriters as provided herein, and (iv) to carry out and
consummate the transactions contemplated by this Purchase
Contract, the Ordinance, the Escrow Agreement and the Official
Statement and the City has complied, and at the Closing will be
in compliance in all respects with the terms of the Act and with
the obligations on its part in connection with the issuance of
the Bonds contained in the Ordinance, the Bonds, the Escrow
Agreement and this Purchase Contract;
(c) By all necessary official action, the City has
duly adopted the Ordinance, has duly authorized and approved the
Preliminary Official Statement and the Official Statement, has
duly authorized and approved the execution and delivery of, and
the performance by the City of the obligations on its part in
connection with the issuance of the Bonds contained in the Bonds,
the Ordinance, the Escrow Agreement and this Purchase Contract
and the consummation by it of all other transactions contemplated
by this Purchase Contract in connection with the issuance of the
Bonds; the Ordinance constitutes a legal, valid and binding obli-
gations of the City, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, and similar laws
affecting creditors' rights and subject, as to enforceability, to
general principles of equity (regardless of whether enforcement
is sought in a proceeding in equity or at law); and the Bonds,
when issued, authenticated and delivered to the Underwriters in
accordance with the Ordinance and this Purchase Contract, will
MIC
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constitute legal, valid and binding obligations of the City,
enforceable in accordance with their terms, subject to applicable
bankruptcy, insolvency and similar laws affecting creditors'
rights and subject, as to enforceability, to general principles
of equity (regardless of whether enforcement is sought in a pro-
ceeding in equity or at law);
(d) Except as provided in the Official Statement,
the City is not in material breach of or material default under
any applicable constitutional provision, law, or administrative
regulation of the State of Florida (the "State") or the United
States or any applicable judgment or decree, or any loan agree-
ment, indenture, bond, note, or material resolution, agreement,
or other material instrument to which the City is a party or to
which the City or any of its property or assets is otherwise
subject, and no event has occurred and is continuing which with
the passage of time or the giving of notice, or both, would con-
stitute a default or event of default under any such instrument;
and the execution and delivery of the Bonds, this Purchase Con-
tract, the Escrow Agreement, and the adoption of the Ordinance,
and compliance with the provisions on the City's part contained
therein, will not conflict with or constitute a breach of or
default under any constitutional provisions, law, administrative
regulation, judgment, decree, loan agreement, indenture, bond,
note, resolution, agreement, or other instrument to which the
City is a party or to which the City or any of its property or
assets is otherwise subject, nor will any such execution, deli-
very, adoption, or compliance result in the creation or imposi-
tion of any lien, charge, or other security interest or encum-
brance of any nature whatsoever upon any of the property or
assets of the parking system of the City (the "Parking System")
or the Revenues under the terms of any such law, regulation or
instrument, except as provided by the Bonds and the Ordinance
(for purposes of this Subsection 7(d), "material" shall mean
anything which should be disclosed in the Official Statement);
(e) Except as provided in the Official Statement,
all authorizations, approvals, licenses, permits, consents and
orders of any governmental authority, legislative body, board,
agency or commission having jurisdiction of the matter have been
duly obtained which are required for the due authorization by or
which would constitute a condition precedent to or the absence of
which would materially adversely affect the due performance by
the City of its obligations in connection with the issuance of
the Bonds under this Purchase Contract and the Ordinance, except
for such approvals, consents and orders as may be required under
the Blue Sky or securities laws of any state in connection with
the offering and sale of the Bonds;
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86 -'553:._
(f) The descriptions of the Bonds and the Ordinances
in the Official Statement conform in all material respects to the
Bonds and the Ordinance;
(g) The Bonds, when issued, executed and delivered
in accordance with the Ordinance and sold to the Underwriters as
provided herein, will be validly issued and outstanding obliga-
tions of the City, entitled to the benefits of the Ordinance; and
upon such issuance, execution and delivery the Ordinance will
provide, for the benefit of the holders from time to time of the
Bonds, a pledge of (a) Net Revenues, (b) the right of the City
and the Off -Street Parking Board (the "Board") to receive Net
Revenues and (c) the money and Investment Obligations in any and
all of the funds and accounts established under the Ordinance and
the income from such Investment Obligations and the investment of
such money;
(h) As of the date hereof, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, before
or by any court, government agency, public board or body, pending
or, to the best knowledge of the officials of the City,
threatened against the City, affecting or seeking to prohibit,
restrain or enjoining the sale, issuance or delivery of the Bonds
or the collection of the Revenues, or the pledge of (a) Net Reve-
nues, (b) the right of the City and the Board to receive Net
Revenues and (c) the money and Investment Obligations in any and
all of the funds and accounts established under the Ordinance and
the income from such Investment Obligations and the investment of
such money, or contesting or affecting as to the City the valid-
ity or enforceability of the Act in any respect relating to
authorization for the issuance of the Bonds, the Ordinance, the
Escrow Agreement, this Purchase Contract, or contesting the tax-
exempt status of interest on the Bonds, or contesting the com-
pleteness or accuracy of the Official Statement or any supplement
or amendment thereto, or contesting the powers of the City or any
authority for the issuance of the Bonds, the adoption of the
Ordinance, or the execution and delivery by the City of the
Escrow Agreement or this Purchase Contract;
(i) On or prior to the date of the Official State-
ment the City will furnish to the Underwriters a letter from
Deloitte Haskins & Sells, or any other firm retained by the City
as its independent auditors, to the effect that: (i) they are
independent certified public accountants engaged by the City and
(ii) they consent to the inclusion of their audit report in the
Official Statement and to the use of their name in the Official
Statement;
(j) The City will furnish such normal information,
execute such instruments and take such other action in coopers-
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4' V
tion with the Underwriters as the Underwriters may reasonably
request in order (i) to qualify the Bonds for offer and sale
under the Blue Sky or other securities laws and regulations of
such states and other jurisdictions of the United States as the
Underwriters may designate and (ii) to determine the eligibility
of the Bonds for investment under the laws of such states and
other jurisdictions, and will use its best efforts to continue
such qualifications in effect so long as required for the distri-
bution of the Bonds; provided, that the City shall not be re-
quired to execute a general or special consent to service of
process, jurisdiction or venue or qualify to do business in con-
nection with any such qualification or determination in any jur-
isdiction;
(k) As of the date thereof, the Preliminary Official
Statement did not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(1) At the time of the City's acceptance hereof and
(unless an event occurs of the nature described in paragraph (n)
of this Section 7) at all times subsequent thereto up to and
including the date of the Closing, the Official Statement does
not and will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading;
(m) If the Official Statement is supplemented or
amended pursuant to subsection (n) of this Section 7, at the time
of each supplement or amendment thereto and (unless subsequently
again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto up to and including the date of the
Closing, the Official Statement as so supplemented or amended
will not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading; and
(n) If between the date of this Purchase Contract
and the date of the Closing any event shall occur which might or
would cause the Official Statement, as then supplemented or
amended, to contain any untrue statement of a material fact or to
omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were
made, not misleading, the City shall notify the Underwriters
thereof, and, if in the opinion of the Underwriters such event
requires the preparation and publication of a supplement or
amendment to the Official Statement, the City will at its expense
86-- 553:..
supplement or amend the Official Statement in a form and in a
manner approved by the Underwriters.
8. Closing. At 10:00 a.m., New York City time, on August
7, 1986, or at such earlier or later time as may be mutually
agreed upon by the City and the Underwriters, the City will,
subject to the terms and conditions hereof, deliver the Bonds to
the Underwriters in definitive form, duly executed and authen-
ticated, together with the other documents hereinafter mentioned,
and, subject to the terms and conditions hereof, the Underwriters
will accept such delivery and pay the purchase price of the Bonds
as set forth in Section 1 hereof by Federal Funds check to the
order of the City or in other immediately available funds. Deli-
veryy and }payment s aforesaid shall be made at the offices
ofs��`� ti_ ''� �L,", or such other place as may be mutually
agreed upon by the City and the Underwriters. The Bonds shall be
printed or lithographed on steel engraved borders, shall be pre-
pared and delivered as fully registered bonds in such names and
such amounts as the Underwriters may request in writing at least
144 hours prior to Closing and shall be made available to the
Underwriters at least one business day before the Closing for
purposes of inspection and packaging.
9. Closing Conditions. The Underwriters have entered
into this Purchase Contract in reliance upon the representations
and warranties of the City contained herein, and in reliance upon
the representations and warranties to be contained in the docu-
ments and instruments to be delivered at the Closing and upon the
performance by the City of its respective obligations hereunder,
both as of the date hereof and as of the date of the Closing.
Accordingly, the Underwriters' obligations under this Purchase
Contract to purchase, to accept delivery of and to pay for the
Bonds are conditioned upon the performance by the City of its
obligations to be performed hereunder and under such documents
and instruments at or prior to the Closing, and are also subject
to the following additional conditions:
(a) The representations and warranties of the City
contained herein shall be true, complete and correct on the date
hereof and on and as of the date of the Closing, as if made on
the date of the Closing;
(b) At the time of the Closing, the Ordinance shall
be in full force and effect in accordance with its terms and
shall not have been further amended, modified or supplemented,
and the Official Statement shall not have been supplemented or
amended, except in any such case as may have been agreed to by
the Underwriters;
- 7 -
(c) At the time of the Closing, all necessary offi-
cial action of the City and the other parties thereto relating to
this Purchase Contract, the Escrow Agreement and the Bonds shall
be in full force and effect in accordance with their respective
terms and shall not have been amended, modified or supplemented
in any material respect, except in each case as may have been
agreed to by the Underwriters; and
(d) At or prior to the Closing, the Underwriters
shall have received copies of each of the following documents:
(1) The Official Statement and each supplement
or amendment, if any, thereto, executed by the Mayor of the
City, the Chairman of the Board and the Director of the
Department of Off -Street Parking (the "Department");
(2) The Ordinance certified by the City Clerk
under seal as having been duly adopted by the City Commis-
sion and as being in effect, with such supplements or amend-
ments as may have been agreed to by the Underwriters and the
Escrow Agreement executed by all parties thereto;
(3) The opinion, dated the date of the Closing
and addressed to the City, of Bryant, Miller and Olive,
P.A., Tallahassee, Florida and Sparber, Shevin, Shapo,
Heilbronner & Book, P.A., Miami, Florida, Bond Counsel, in
substantially the form included in the Official Statement as
Appendix E, together with a letter of such counsel, dated
the date of the Closing and addressed to the Underwriters,
to the effect that the foregoing opinion addressed to the
City may be relied upon by the Underwriters to the same
extent as if such opinion were addressed to them;
(4) An opinion, dated the date of the Closing
and addressed to the Underwriters, of Bryant, Miller and
Olive, P.A., Tallahassee, Florida and Sparber, Shevin,
Shapo, Heilbronner & Book, P.A., Miami, Florida, Bond
Counsel, in the form attached as Exhibit I hereto;
(S) An opinion, dated the date of the Closing
and addressed to the Underwriters, of Lucia A. Dougherty,
Esq... City Attorney (or such other counsel to the City
acceptable to the Underwriters) to the effect that G ) this
Purchase Contract and the Escrow Agreement have been duly
authorized, executed, and delivered by the City and consti-
tute binding and enforceable agreements of the City in
accordance with their respective terms except to the extent
that the enforceability of the rights and remedies set forth
herein or therein may be limited by bankruptcy, insolvency
or other laws affecting creditors' rights; (ii) the City has
8 -
authorized, executed, and delivered the Official Statement;
(iii) the information in the Official Statement as to
matters relating to the City, the Act, the Bonds, the Ordi-
nance and the Parking System is correct in all material
respects and does not omit any statement which, in her opin-
ion, should be included or referred to therein, and, in
addition, such counsel shall state that, based upon her
participation in the preparation of the Official Statement
as City Attorney and without having undertaken to determine
independently the accuracy, completeness or fairness of the
statements contained in the Official Statement (except to
the extent expressly set forth in this subparagraph (iii)),
as of the date of the Closing nothing has come to her atten-
tion causing her to believe that (A) the Official Statement
as of its date contained any untrue statement of a material
fact or omitted to state a material fact required to be
stated therein or necessary to make the statements therein,
in the light of the circumstances under which they were
made, not misleading (except for the financial and statis-
tical information contained in the Official Statement as to
all of which no view need be expressed), or (B) the Official
Statement (as supplemented or amended pursuant to paragraph
(n) of Section 7 hereof, if applicable) as of the date of
the Closing contains any untrue statement of a material fact
or omits to state a material fact required to be stated
therein or necessary to make the statement therein, in the
light of the circumstances under which they were made, not
misleading (except as aforesaid); (iv) the City, with
respect to the Parking System, is not in material breach of
or material default under any applicable constitutional
provision, law or administrative regulation of the State or
the United States or any applicable judgment or decree or
any loan agreement, indenture, bond, note, material resolu-
tion, material agreement or other material instrument to
which the City is a party or to which the City or any of its
property or assets is otherwise subject, and no event has
occurred and is continuing which with the passage of time or
the giving of notice, or both, would constitute a default or
event of default under any such instrument, except in each
case as disclosed in the Official Statement; and the execu-
tion and delivery of the Bonds, the Escrow Agreement, this
Purchase Contract and the adoption of the Ordinance, and
compliance with the provisions on the City's part contained
therein, will not conflict with or constitute a breach of or
default under any constitutional provision, law, administra-
tive regulation, judgment, decree, loan agreement, inden-
ture, bond, note, resolution, agreement or other instrument
to which the City is a party or to which the City or any of
its property or assets is otherwise subject, nor will any
such execution, delivery, adoption or compliance result in
86-553 ..
the creation or imposition of any lien, charge or other
security interest or encumbrance of any nature whatsoever
upon any of the property or assets of the City or under the
terms of any such law, regulation or instrument, except as
expressly provided by the Bonds and the Ordinance; (v) the
City has the right and power under the Act to adopt the
Ordinance and the Ordinance has been duly and lawfully
adopted by the City, is in full force and effect and con-
stitutes the legal, valid and binding obligation of the
City, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and similar laws affecting
creditors' rights and subject, as to enforceability, to
general principles of equity (regardless of whether enforce-
ment is sought in a proceeding in equity or at law), and no
other authorization is required; (vi) the Bonds are valid
and binding obligations of the City, enforceable in accord-
ance with their terms and the terms of the Ordinance,
subject to applicable bankruptcy, insolvency and similar
laws affecting creditors' rights and subject, as to enforce-
ability, to general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or
at law) and are entitled to the benefits of the Ordinance
and the Act; (vii) to the best of her knowledge, there is no
action, suit, proceeding, inquiry or investigation at law or
in equity before or by any court, government agency, public
board or body, pending or threatened against or affecting
the City, nor, is there any basis for any such action, suit,
proceeding, inquiry or investigation, wherein an unfavorable
decision, ruling or finding would have a materially adverse
effect upon the transactions contemplated by the Official
Statement or the validity of the Bonds, the Ordinance, the
Escrow Agreement or this Purchase Contract, except as
described in the Official Statement; and (viii) all authori-
zations, consents, approvals and reviews of governmental
bodies or regulatory authorities then required for the
City's adoption, execution or performance of the Bonds, the
Ordinance, the Escrow Agreement and this Purchase Contract
have been obtained or effected and, to the best of her
knowledge, she has no reason to believe that the City will
be unable to obtain or effect any such additional authoriza-
tion, consent, approval or review that may be required in
the future for performance of any of them by the City; and,
in addition, she shall give her opinion to the same effect
set forth under the caption "Litigation" in the Official
Statement.
(6) An opinion, dated the date of the Closing
and addressed to the Underwriters, of Greenberg, Traurig,
Askew, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami,
Florida, counsel for the Underwriters, to the effect that
- 10 -
8G_553:._
(i) the Bonds are not subject to the registration require-
ments of the Securities Act of 1933, as amended, and the
Ordinance is exempt from qualification pursuant to the Trust
Indenture Act of 1939, as amended; and (ii) based upon their
participation in the preparation of the Official Statement
as counsel for the Underwriters and without having under-
taken to determine independently the accuracy, completeness
or fairness of the statements contained in the Official
Statement, as of the date of the Closing nothing has come to
the attention of such counsel causing them to believe that
(A) the Official Statement as of its date contained any
untrue statement of a material fact or omitted to state a
material fact required to be stated therein or necessary to
make the statements therein, in the light of the circum-
stances under which they were made, not misleading (except
for the financial and statistical information contained in
the Official Statement as to all of which no view need be
expressed), or (B) the Official Statement (as supplemented
or amended pursuant to paragraph (n) of Section 7 hereof, if
applicable) as of the date of the Closing contains any
untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to
make the statements therein, in the light of the circum-
stances under which they were made, not misleading (except
as aforesaid); and
(7) A certificate, dated the date of Closing,
signed by the Mayor of the City, the Chairman of the Board
and the Director of the Department and approved and signed
by the City Attorney as to (iii) below or other appropriate
officials satisfactory to the Underwriters, to the effect
that, to the best of their knowledge: (i) the representa-
tions of the City herein are true and correct in all
material respects as of the date of Closing; (ii) the City
has performed all obligations to be performed hereunder as
of the date of Closing; (iii) no litigation is pending qr
threatened (A) to restrain or enjoin the issuance or deliv-
ery of any of the Bonds, (B) in any way contesting or
affecting any authority for the issuance of the Bonds or the
validity of the Bonds, the Ordinance, the Escrow Agreement
or this Purchase Contract, (C) in any way contesting the
corporate existence or powers of the City, (D) to restrain
or enjoin the collection of the Revenues, (E) which may
result in any material adverse change in the business, pro-
perties, assets or the financial condition of the City or
the Parking System or (F) asserting that the Preliminary
Official Statement or the Official Statement contains any
untrue statement of a material fact or omits to state any
material fact necessary to make the statements therein, in
the light of the circumstances under which they were made,
not misleading (but i.n lieu of such certificate, the Under-
writers may in their sole discretion accept an opinion of
Bond Counsel, acceptable to the Underwriters in form and
substance, that in the opinion of Bond Counsel the issues
raised in any such pending or threatened litigation are
without substance or that the contentions of any plaintiffs
therein are without merit); (iv) since September 30, 1985,
no material and adverse change has occurred in the financial
position or results of operations of the Parking System
except as set forth in or contemplated by the Official
Statement; (v) the Parking System has not, since September
30, 1985, incurred any material liabilities other than in
the ordinary course of business or as set forth in or con-
templated by the Official Statement; (vi) since September
30, 1985 no material adverse change has occurred in the rate
of collection of the Revenues; and (vii) the Official State-
ment did not as of its date, and does not as of the date of
Closing contain any untrue statement of a material fact or
omit to state a material fact which should be included
therein for the purposes for which the Official Statement is
to be used, or which is necessary in order to make the
statements contained therein, in the light of the circum-
stances in which they were made, not misleading;
(8) A letter of Deloitte Haskings & Sells,
independent certified public accountants, as to verification
of the accuracy of the arithmetical and mathematical
computations (i) of the adequacy of the maturing principal
amounts of the direct obligations of the United States of
America, purchased in connection with the advance refunding
of the Refunded Bonds, together with the interest income
thereon and uninvested cash, if any, to pay, when due, the
principal of, redemption premium, if any, and interest on
the Refunded Bonds on the redemption dates described in the
Official Statement, and (ii) relating to the computation of
yield on the Bonds and on the obligations described in
subclause (i) above. Such verification of arithmetical
accuracy and mathematical computations shall be based upon
information and assumptions supplied by the City and on
interpretations of Section 103(c) of the Internal Revenue
Code provided by Bond Counsel;
(9) Evidence that Moody's Investors Service,
Inc. and Standard & Poor's Corporation have assigned a
rating of "A" and "A" to the Bonds, respectively; and
(10) Such additional legal opinions, certifi-
cates, instruments and other documents as the Underwriters
may reasonably request to evidence the truth and accuracy,
as of the date hereof and as of the date of the Closing, of
- 12 -
86-553:._
9 #1
the City's representations and warranties contained herein
and of the statement and information contained in the Offi-
cial Statement and the due performance or satisfaction by
the City on or prior to the date of the Closing of all the
agreements then to be performed and conditions then to be
satisfied by it.
All the opinions, letters,
other documents mentioned above
Contract shall be deemed to be in
hereof if, but only if, they are
tory to the Underwriters. The
Olive, P.A., and Sparber, Shevi
P.A., which is referred to in clau
Section shall be deemed satisfactc
in the form included in the Offici
certificates, instruments and
or elsewhere in this Purchase
compliance with the provisions
in form and substance satisfac-
opinion of Bryant, Miller and
a, Shapo, Heilbronner & Book,
se (4) of paragraph (d) of this
ry provided it is substantially
al Statement as Appendix E.
If the City shall be unable to satisfy the conditions to the
obligations of the Underwriters to purchase, to accept delivery
of and to pay for the Bonds contained in this Purchase Contract,
or if the obligations of the Underwriters to purchase, to accept
delivery of and to pay for the Bonds shall be terminated for any
reason permitted by this Purchase Contract, this Purchase Con-
tract shall terminate and neither the Underwriters nor the City
shall be under any further obligation hereunder, except that:
(i) the Good Faith Check shall immediately be returned to the
Underwriters by the City; and (ii) the respective obligations of
the City and the Underwriters set forth in Sections 11 and 13
hereof shall continue in full force and effect.
10. Termination. The Underwriters shall have the right to
terminate the Underwriters' obligations under this Purchase Con-
tract to purchase, to accept delivery of and to pay for the Bonds
by notifying the City of their election to do so if, after the
execution hereof and prior to the Closing: (i) the marketability
of the Bonds or the market price thereof, in the opinion of the
Underwriters, has been materially adversely affected by an amend-
ment to the Constitution of the United States or by any legisla-
tion (other than in the form passed by the House of Representa-
tives on December 17, 1985 as H.R. 3838, with the effective date
modifications provided in the Joint Statement, dated March 14,
1986, by the Chairman and ranking members of the House Ways and
Means Committee and the Senate Finance Committee and the Secre-
tary of the Treasury) (A) enacted by the United States, (B)
recommended to the Congress or otherwise endorsed for passage, by
press release, other form of notice or otherwise, by the Presi-
dent of the United States, the Chairman or ranking minority mem-
ber of the Committee on Finance of the United States Senate or
the Committee on Ways and Means of the United States House of
Representatives, the Treasury Department of the United States or
- 13 -
86--553:,.
0 0
the Internal Revenue Service, or (C) favorably reported for
passage to either House of the Congress by any Committee of such
House to which such legislation has been referred for consid-
eration, or by any decision of any court of the United States or
by any ruling or regulation (final, temporary or proposed) on
behalf of the Treasury Department of the United States, the
Internal Revenue Service or any other authority of the United
State, or any comparable legislative, judicial or administrative
development affecting the Federal tax status of the City, its
property or income, or the interest on its bonds (including the
Bonds); (ii) the United States shall have become engaged in hos-
tilities which have resulted in a declaration of war or a
national emergency; (iii) there shall have occurred the declara-
tion of a general banking moratorium by any authority of the
United States or the State of New York or State of Florida; (iv)
there shall have been any downgrading, suspension or withdrawal,
or any official statement as to a possible downgrading, suspen-
sion or withdrawal, of any rating by Moody's Investors Service,
Inc. or Standard & Poor's Corporation of any securities issued by
the City, including the Bonds; or (v) an event described in para-
graph (n) of Section 7 hereof shall have occurred which in the
opinion of the Underwriters requires the preparation and publi-
cation of a supplement or amendment to the Official Statement.
11. Expenses. (a) The Underwriters shall be under nc
obligation to pay, and the Department shall pay, any expense
incident to the performance of the Department's obligations
hereunder including, but not limited to: (i) the cost of
preparation, printing, delivery and distribution of the
Ordinance, the Preliminary Official Statement, the Official
Statement and any supplements and amendments thereto; (ii) the
cost of preparation and printing of the Bonds; (iii) the fees and
disbursements of Bryant, Miller and Olive, P.A., and Sparber,
Shevin, Shapo, Heilbronner & Book, P.A., Bond Counsel, Lucia A.
Dougherty, Esq., City Attorney and Ronald A. Silver, Esq.,
General Counsel to the Department; (iv) the fees and
disbursements of Shearson Lehman Brothers Inc. for their services
as financial advisor to the City; (vi) the fees and disbursements
of Deloitte Haskins & Sells, for their services as certified
public accountants for the City; (vii) the fees and disbursements
of Deloitte Haskins & Sells for the preparation of the letter
described in Section 9(d)(8); (viii) the fees and disbursements
of any other accountants, and other experts, consultants or
advisors retained by the City; and (ix) fees for Bond ratings.
(b) The Underwriters shall pay: (i) the cost of
preparation and printing of this Purchase Contract and the Blue
Sky and Legal Investment Surveys; (ii) all advertising expenses
and Blue Sky filing fees in connection with the public offering
of the Bonds; and (iii) all other expenses incurred by them or
- 14 -
any of them in connection with the public offering of the Bonds,
including the fees and disbursements of counsel retained by them.
12. Notices. Any notice or other communication to be
given to the City under this Purchase Contract may be given by
delivering the same in writing to the Department of Off -Street
Parking, 190 N.E. 3rd Street, Miami, Florida 33132, Attention:
Executive Director and any notice or other communication to be
given to the Underwriters under this Purchase Contract may be
given by delivering the same in writing to William R. Hough &
Co., The North Cove Building, Suite 300, 630 U.S. Highway One,
P.O. Box 14095, North Palm Beach, Florida 33406, Attention:
Municipal Finance.
13. Parties In Interest. This Purchase Contract is made
solely for the benefit of the City and the Underwriters (includ-
ing the successors or assigns of any Underwriter) and no other
person shall acquire or have any right hereunder or by virtue
hereof. All of the City's representations, warranties and agree-
ments contained in this Purchase Contract shall remain operative
and in full force and effect, regardless of: (i) any investiga-
tions made by or on behalf of any of the Underwriters and (ii)
delivery of and payment for the Bonds pursuant to this Purchase
Contract.
14. Effectiveness. This Purchase Contract shall become
effective upon the execution by the appropriate City officials of
the acceptance hereof by the City and shall be valid and enforce-
able at the time of such acceptance. To the extent of any con-
flict between the provisions of this Purchase Contract and any
prior contract between the parties hereto, the provisions of this
Purchase Contract shall govern.
- 15 -
86w553:._
15. Headings. The headings of the sections of this Pur-
chase Contract are inserted for convenience only and shall not be
deemed to be a part hereof.
CITY OF MIAMI, FLORIDA
BY:
XAVIER L. SUAREZ
Mayor
Attest:
MATTY HIRAI
City Clerk
WILLIAM R. HOUGH & CO.
SMITH BARNEY, HARRIS UPHAM &
CO. INCORPORATED
BEAR STEARNS & CO. INC.
AIBC INVESTMENT SERVICES
CORPORATION
FIRST EQUITY CORPORATION OF
FLORIDA
By: WILLIAM R. HOUGH & CO.
By.
Approved as to form and correctness:
City Attorney
- 16 -
It
86-'553" ..
4
EXHIBIT I
[Opinion of Bryant, Miller and Oliver P.A., and
Sparber, Shevin, Shapo, Beilbronner a Book, P.A.]
William R. Hough & Co.
Suite 800
100 Second Avenue South
St. Petersburg, Florida 33701
(Closing Date]
Smith Barney, Harris Upham &
Co. Incorporated
1345 Avenue of the Americas
New York, New York 10105
Bear, Stearns & Co. Inc. AIBC Investment Services
55 Water Street Corporation
New York, New York 10041 Suite 401
1390 Brickell Avenue
Miami, Florida 33131
First Equity Corporation of
Florida
Suite 2708
100 North Biscayne Blvd.
Miami, Florida 33132
RE: $ The City of Miami, Florida
Parking System Revenue Bonds, Series 1986
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issu-
ance and sale by the City of Miami, Florida (the "City") of its
$ Parking System Revenue Bonds, Series 1986 (the
"Bonds"). At your request, we render this supplemental opinion
to you.
All terms used herein in capitalized form and not otherwise
defined herein, shall have the same meaning as ascribed in those
terms pursuant to the Ordinance No. 10115 of the City enacted on
June 26, 1986 (the "Ordinance").
The opinions expressed herein are supplemental to and are
subject to all qualifications and limitations contained in our
bond counsel opinion rendered to the City as of the date hereof
pertaining to 'the Bonds and printed on the reverse side thereof
(the "Bond Counsel Opinion").
1. You are hereby entitled to rely on the Bond Counsel
Opinion as though such opinion was addressed to you.
86--553:.
AW ,V.
William R. Hough & Co.
Smith Barney, Harris Upham & Co. Incorporated
Bear Stearns & Co. Inc.
AIBC Investment Services Corporation
First Equity Corporation of Florida
[Closing Date]
Page 2
2. We have reviewed the statements contained in the Offi-
cial Statement dated July 10, 1986, relating to the Bonds under
the sections captioned "Introduction," "Authorization for the
Series 1986 Bonds," "Description of the Series 1986 Bonds,"
"Redemption Provisions," "Security for and Source of Payment of
the Bonds," "Additional Bonds and Interim, Short -Term and
Subordinated Indebtedness," "Estimated Sources and Applications
of Funds," "Validation" and "Tax Exemption" and in Appendix B --
"Summary of Bond Ordinance," and believe insofar as such state-
ments constitute summaries of the Ordinance, that such statements
are correct in all material respects and do not omit any state-
ment which, in our opinion, should be included or referred to
therein.
Other than as set forth above, we express no opinion with
respect to the accuracy, completeness, fairness or sufficiency of
the Official Statement referred to above and the statistical or
financial data contained therein, or any exhibits or attachments
thereto.
3. Based and in reliance upon the schedules furnished to
us by William R. Hough & Co., including those illustrating the
sufficiency of the cash flow from investments held in the escrow
deposit trust fund, established pursuant to the Escrow Deposit
Agreement, to pay the debt service on the Refunded Bonds and the
letter of Deloitte Haskins & Sells verifying the accuracy of the
schedules prepared by William R. Hough & Co., we are of the
opinion that the lien on the Net Revenues created in favor of the
Refunded Bonds has been defeased.
4. The Bonds are not subject to the registration require-
ments of the Securities Act of 19331 as amended, and the Ordi-
nance is exempt from qualification under the Trust Indenture Act
of 1939, as amended.
This letter is furnished by us solely for your benefit in
connection with the provisions of the Bond Purchase Contract and
may not be relied upon by any other persons.
Sincerely yours,
BRYANT, MILLER AND OLIVE, P.A.
SPARBER, SHEVIN, SHAPO,
HEILBRONNER & BOOK, P.A.
86 -553:.
EXHIBIT II
$G,bSO,oOO Serial Bonds
Maturity
Amount
Interest Rate
Price or Yield
October
1,
1986
-� rig? DOp
070
too
October
1,
1987s,
oo
(a p
October
1,
1988
3Sol ODD
s. coo
100
October
1,
1989
34S, coo
S:l o
fov
October
1,
1990
370 000
6.00
i0o
October
1,
1991
3$r oo O
6, I-S'
00
October
1,
1992
�
i 0 j
`� S�
b. S`0
!ov
October
October
1,
1,
1993
1994
6���
`�
October
1,
1995
00,030
l
October
1,
1996
�`3 ,r� o,)D
� Lv
October
1,
1997
375-� 00 a
-� O
`
100
October
1,
1998
OCa 0
�
October
1,
1999
^ e� coo
c
�. �O
1b0
Term
Bonds due October 1, 2009
atyi.U$
I
July 10, 1986
City Commission of the City of Miami
Miami, Florida
Department of Off -Street Parking
Miami, Florida
Re: City of Miami, Florida Parking System Revenue
Bonds, Series 1986
Ladies and Gentlemen:
In connection with the proposed issue through a public
offering by the City of Miami, Florida (the "Issuer") of
$&V75 ooc) principal amount of City of Miami, Florida Parking
Sys em Revenue Bonds, Series 1986 (the "Bonds"), William R. Hough
& Co. will serve as the senior managing underwriter (the "Under-
writer"). Arrangements for sale of the Bonds will include a
Contract of Purchase between the Issuer and the Underwriter, as
representative, which will embody the negotiations in respect
thereof.
The purpose of this letter is to furnish, pursuant to the
provisions of Section 218.385(4), Florida Statutes, as amended,
certain information in respect of the arrangements contemplated
for the sale of the Bonds as follows:
(a) The nature and estimated amounts of expenses to
be incurred by the Underwriter in connection with the placement
of the Bonds are set forth in Schedule I attached hereto.
(b) No person has entered into an understanding with
the Underwriter, or to the knowledge of the Underwriter, with the
Issuer for any paid or promised compensation or valuable con-
sideration, directly or indirectly, expressly or impliedly, to
act solely as an intermediary between the Issuer and the Under-
writer or to exercise or attempt to exercise any influence to
effect any transaction in the purchase of the Bonds.
(c) The underwriting discount in connection with the
sale of the Bonds is t-1 �117 % of their aggregate principal amount
or The Un erwriter expects to offer the Bonds to the
public"ata price equal to the principal amount of the Bonds,
plus accrued interest from July 1, 1986 to the date of closing.
6��)d►T "Q" 86--553:..
0
July 10, 1986
Page 2
(d) There will be no fee paid by the Issuer to the
Underwriter as consideration for the performance by the Under-
writer of its duties under the aforementioned Contract of
Purchase.
(e) No other fee, bonus or other compensation will
be paid by the Underwriter in connection with the issue of the
Bonds to any person not regularly employed or retained by the
Underwriter (including any "finder") as defined in Section
218.386(1)(a), Florida Statutes, as amended), except as speci-
fically enumerated as expenses to be incurred by the Underwriter,
as set forth in paragraph (a) above.
(f) The name and address of the Underwriter are:
William R. Hough & Co.
Suite 306
701 U.S. Highway No. 1
North Palm Beach, Florida 33408
Attn: Municipal Finance
We understand that you do not require any further disclosure
from the Underwriter pursuant to Section 218.385(4), Florida
Statutes.
very truly yours,
WILLIAY• M R. HOU CO.
B Q
t
CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENUE BONDS,
SERIES 1986
Schedule I
ITEMS
Underwriters' Counsel
MSRB & PSA
Munifacts Wire
Day Loan
Fed Funds
Travel and Out of Pocket
Co -Manager Travel
CUSIP
Computer Analysis
DOW NET Advertising
Clearance
Communication
Contingency
TOTAL:
ESTIMATED
$28,000
617
3,500
1,100
3,500
10,750
4,000
63
10,000
6,000
8,000
4,000
3,000
$82,530
$ s•dq per
$1,000 par
mount of
Bonds
86-553:._
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of July 1, 1986, by
and between THE CITY OF MIAMI, FLORIDA (the "Issuer") and
, a banking corporation organized d
the laws of the Unirted States of America, as Escrow Holder (the
"Escrow Holder");
W I T N E S S E T H:
WHEREAS, the Issuer has previously authorized and issued
obligations set forth on Schedule A, hereinafter defined as the
"Refunded Bonds," as to which the current Total Debt Service (as
hereinafter defined) is set forth on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of
the current Total Debt Service of the Refunded Bonds by depositing
with the Escrow Holder an amount with Investment Earnings thereon
at least equal to such sum; and
WHEREAS, in order to obtain the funds needed for such pur-
pose, the Issuer has authorized and is, concurrently with the
delivery of this Agreement, issuing certain Parking System Revenue
Bonds, Series 1986 (the "Bonds") , more fully described herein;
and
WHEREAS, the execution of this Escrow Deposit Agreement and
full performance of the provisions hereof shall defease and dis-
charge the Issuer from certain of the aforestated obligations;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the Issuer and the Escrow Holder
agree as follows:
SECTION 1. Definitions. As used herein, the following terms
mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Annual Debt Service" means as to the Refunded Bonds the
principal and interest, on the Refunded Bonds coming due in such
year as shown on Schedule A attached hereto and hereby made a part
hereof.
(c) "Escrow Account" means the account hereby created and
entitled Escrow Account established and held by the Escrow Holder
pursuant to this Agreement, in which investments will be held for
payment of the Refunded Bonds.
6-'XH/oir „G,, e6--553:._
(e) "Escrow Holder" means .
(f) "Escrow Requirement" means, as of any date of calcula-
tion, the sum of an amount in cash and principal amount of Obliga-
tions of the United States of America in the Escrow Account which
together with the interest due on the Obligations of the United
States of America will be sufficient to pay as the installments
thereof become due the Total Debt Service on the Refunded Bonds
and all expenses then unpaid.
(g) "Expenses" means the expenses set forth on Schedule B
attached hereto and hereby made a part hereof.
(h) "Obligations of the United States of America" means
direct obligations thereof or obligations of its several agencies
which are unconditionally guaranteed by the United States of
America.
(i) "Ordinance" means Ordinance No. , as supplemented,
enacted by the City Commission of the Issuer on July 10, 1986,
authorizing the issuance of the Bonds.
(j) "Refunded Bonds" means the outstanding bonds of the
following issue of the Issuer:
$13,860,000 Parking System Revenue Bonds (Series 1983).
( k ) "Total Debt Service" means, as of any date, the sum of
the Annual Debt Service for each year then remaining unpaid with
respect to the Refunded Bonds.
SECTION 2. Deposit of Funds. The Issuer hereby deposits
$ wit t e Escrow Holder for deposit into the Escrow
Account in immediately available funds, which funds the Escrow
Holder acknowledges receipt of, to be held in irrevocable escrow
by the Escrow Holder separate and apart from other funds of the
Escrow Holder and applied solely as provided in this Agreement.
The Issuer represents that:
(a) Such funds are derived from the net proceeds of the
Bonds and other legally available funds of the Issuer.
(b) Upon their investment pursuant to the Agreement, such
funds are at least equal to the Escrow Requirement as of the date
of such deposit.
SECTION 3. Use and Investment of Funds. The Escrow Holder
acknowledges receipt of the sum described -in--Section 2 and agrees:
(a) to hold the funds in irrevocable escrow during the term
of this Agreement;
(b) to immediately invest $ of such funds for
the purchase of the Obligations of the United States of America
set forth on Schedule C attached hereto;
(c) to deposit in the Escrow Account, as received, all
receipts of maturing principal on the Obligations of the United
States of America and all receipts of interest on the Obligations
of the United States of America.
SECTION 4. Payment of Refunded Bonds.
(a) Refunded Bonds. On each of the dates set forth on Sche-
dule A, the Escrow Ho er shall pay to the paying agents for the
Refunded Bonds, solely from the cash on hand in the Escrow
Account, a sum sufficient to pay that portion of the Annual Debt
Service for ' the Refunded Bonds coming due on such date, as shown
on Schedule A.
(b) Expenses. The Escrow Holder shall pay the expenses due
on such date to the appropriate payee or payees designated on
Schedule B or designated by separate certificate of the Issuer.
(c) Surplus. On each interest payment date for the Refunded
Bonds, after marling the payments from the Escrow Account described
in Subsection 4 (a) , the Escrow Holder shall hold uninvested any
remaining cash in the Escrow Account until the termination of this
Agreement, and shall then pay any remaining funds to the Interest
Account created in the Ordinance.
(d) Priority of Payments. The holders of the Refunded Bonds
shall have and there is hereby granted to them an express first
lien on the funds and Obligations of the United States of America
in the Escrow Account until such funds and Obligations of the
United States of America are used and applied as provided in this
Agreement. If the cash on hand in the Escrow Account is ever
insufficient to make the payments under Subsections 4(a) and (b) ,
all of the payments required under Subsection 4 (a) shall be made
when due before any payments shall be made under Subsection 4(b).
SECTION 5. Reinvestment.
(a) Except as provided in Sections 3 and 4 and in this Sec-
tion, the Escrow Holder shall have no power or duty to invest any
funds held under this Agreement or to sell, transfer or otherwise
dispose of or make substitutions of the Obligations of the United
States of America held hereunder.
3
I It
(a) to hold the funds in irrevocable escrow during the term
of this Agreement;
(b) to immediately invest $ of such funds for
the purchase of the Obligations of the United States of America
set forth on Schedule C attached hereto;
(c) to deposit in the Escrow Account, as received, all
receipts of maturing principal on the Obligations of the United
States of America and all receipts of interest on the Obligations
of the United States of America.
SECTION 4. Payment of Refunded Bonds.
(a) Refunded Bonds. On each of the dates set forth on Sche-
dule A, the Escrow Holder shall pay to the paying agents for the
Refunded Bonds, solely from the cash on hand in the Escrow
Account, a sum sufficient to pay that portion of the Annual Debt
Service for`the Refunded Bonds coming due on such date, as shown
on Schedule A.
(b) Expenses. The Escrow Holder shall pay the expenses due
on such date to the appropriate payee or payees designated on
Schedule B or designated by separate certificate of the Issuer.
(c) Surplus. On each interest payment date for the Refunded
Bonds, after ma ing the payments from the Escrow Account described
in Subsection 4(a), the Escrow Holder shall hold uninvested any
remaining cash in the Escrow Account until the termination of this
Agreement, and shall then pay any remaining funds to the Interest
Account created in the Ordinance.
(d) Priority of Pal ents. The holders of the Refunded Bonds
shall have an there is hereby granted to them an express first
lien on the funds and Obligations of the United States of America
in the Escrow Account until such funds and Obligations of the
United States of America are used and applied as provided in this
Agreement. If the cash on hand in the Escrow Account is ever
insufficient to make the payments under Subsections 4(a) and (b) ,
all of the payments required under Subsection 4(a) shall be made
when due before any payments shall be made under Subsection 4(b).
SECTION 5. Reinvestment.
(a) Except as provided in Sections 3 and 4 and in this Sec-
tion, the Escrow Holder shall have no power or duty to invest any
funds held under this Agreement or to sell, transfer or otherwise
dispose of or make substitutions of the Obligations of the United
States of America held hereunder.
3
86-553:..
(a) to hold the funds in irrevocable escrow during the term
of this Agreement;
(b) to immediately invest $ of such funds for
the purchase of the Obligations of the United States of America
set forth on Schedule C attached hereto;
(c) to deposit in the Escrow Account, as received, all
receipts of maturing principal on the Obligations of the United
States of America and all receipts of interest on the Obligations
of the United States of America.
SECTION 4. Payment of Refunded Bonds.
(a) Refunded Bonds. On each of the dates set forth on Sche-
dule A, the Escrow Ho er shall pay to the paying agents for the
Refunded Bonds, solely from the cash on hand in the Escrow
Account, a sum sufficient to pay that portion of the Annual Debt
Service for ` the Refunded Bonds coming due on such date, as shown
on Schedule A.
(b) Expenses. The Escrow Holder shall pay the expenses due
on such date to the appropriate payee or payees designated on
Schedule B or designated by separate certificate of the Issuer.
(c) Surplus. On each interest payment date for the Refunded
Bonds, after making the payments from the Escrow Account described
in Subsection 4 (a) , the Escrow Holder shall hold uninvested any
remaining cash in the Escrow Account until the termination of this
Agreement, and shall then pay any remaining funds to the Interest
Account created in the Ordinance.
(d) Priority of Pa ments. The holders of the Refunded Bonds
shall have and there is hereby granted to them an express first
lien on the funds and Obligations of the United States of America
in the Escrow Account until such funds and Obligations of the
United States of America are used and applied as provided in this
Agreement. If the cash on hand in the Escrow Account is ever
insufficient to make the payments under Subsections 4(a) and (b),
all of the payments required under Subsection 4(a) shall be made
when due before any payments shall be made under Subsection 4(b) .
SECTION 5. Reinvestment.
(a) Except as provided in Sections 3 and 4 and in
tion, the Escrow Holder shall have no power or duty to
funds held under this Agreement or to sell, transfer or
dispose of or make substitutions of the Obligations of
States of America held hereunder.
3
this Sec -
invest any
otherwise
the United
86--553:._
(b) At the request of the Issuer and upon compliance with
the conditions hereinafter stated, the Escrow Holder shall sell,
transfer, otherwise dispose of or request the redemption of any of
the Obligations of the United States of America acquired hereunder
and shall either purchase Refunded Bonds or substitute other
Obligations of the United States of America for such Obligations
of the United States of America. The Issuer will not request the
Escrow Holder to exercise, and the Escrow Holder shall not exer-
cise any of the powers described in the preceding sentence in any
manner which, if such exercise had been reasonably expected on the
date of issuance of the Bonds would have caused them to be "arbi-
trage bonds" within the meaning of Section 103(c) of the Internal
Revenue Code of 1954, as amended, and the rulings and interpreta-
tions thereof, and the regulations thereunder in effect on the
date of such request and applicable to obligations issued on the
issue date of the Bonds. The transactions may be effected only if
(i) an independent certified public accountant shall certify that
the cash and principal amount of Obligations of the United States
of America remaining on hand after the transactions are completed
will be not less than the Escrow Requirement, and (ii) the Escrow
Holder shall receive an unqualified opinion from a nationally
recognized bond counsel to the effect that the transactions, if
they had been reasonably expected on the issue date of the Bonds
would not have caused such Bonds to be "arbitrage bonds" within
the meaning of Section 103(c) of the Internal Revenue Code of
1954, as amended, and the rulings and interpretations thereof, and
the regulations thereunder in effect on the date of the transac-
tions and applicable to obligations issued on such date.
SECTION 6. No Redemption or Acceleration of Maturity. The
Issuer will not redeem the Retunded Bonas, except in accordance
with the redemption reflected in Schedule A attached hereto.
SECTION 7. Indemnit-y. The Issuer hereby assumes liability
for, and hereby agrees whether or not any of the transactions
contemplated hereby are consummated) to indemnify, protect, save
and keep harmless the Escrow Holder and its respective successors,
assigns, agents and servants, from and against any and all liabil-
ities, obligations, losses, damages, penalties, claims, actions,
suits, costs, expenses and disbursements ( including legal fees and
disbursements) of whatsoever kind and nature which may be imposed
on, incurred by, or asserted against at any time, the Escrow Hold-
er (whether or not also indemnified against the same by the Issuer
or any other person under any other agreement or instrument) and
in any way relating to or arising out of the execution and
delivery of this Agreement, the establishment of the Escrow
4 86-553:._
Account, established hereunder, the acceptance of the funds and
securities deposited therein, the purchase of the Obligations of
the United States of America, the retention of the Obligations of
the United States of America or the proceeds thereof and any pay-
ment, transfer or other application of funds or securities by the
Escrow Holder in accordance with the provisions of this Agreement;
provided, however, that the Issuer shall not be required to indem-
nify the Escrow Holder against its own negligence or misconduct.
In no event shall the Issuer be liable to any person by reason of
the transactions contemplated hereby other than to the Escrow
Holder as set forth in this Section. The indemnities contained in
this Section shall survive the termination of this Agreement.
SECTION 8. Responsibilities of Escrow Holder. The Escrow
Holder and its respective successors, assigns, agents and servants
shall not be held to any personal liability whatsoever, in tort,
contract, or otherwise, in connection with the execution and deli-
very of this Agreement, the establishment of the Escrow Account,
the acceptance of the funds deposited therein, the purchase of the
Obligations of the United States of America, the retention of the
Obligations of the United States of America or the proceeds there-
of or any payment, transfer or other application of moneys or
securities by the Escrow Holder in accordance with the provisions
of this Agreement or by reason of any non -negligent act, omission
or error of the Escrow Holder made in good faith in the conduct of
its duties. The Escrow Holder shall, however, be responsible for
its negligent or willful failure to comply with its duties re-
quired hereunder, and its negligent or willful acts, omissions or
errors hereunder. The duties and obligations of the Escrow Holder
may be determined by the express provisions of this Agreement.
The Escrow Holder may consult with counsel, who may or may not be
counsel to the Issuer, and in reliance upon the opinion of such
counsel shall have full and complete authorization and protection
in respect of any action taken, suffered or omitted by it in good
faith in accordance therewith. Whenever the Escrow Holder shall
deem it necessary or desirable that a matter be proved or estab-
lished prior to taking, suffering or omitting any action under
this Agreement, such matter may be deemed to be conclusively
established by a certificate signed by an authorized officer of
the Issuer.
SECTION 9. Resignation of Escrow Holder. The Escrow Holder
may resign and thereby become discharged from the duties and obli-
gations hereby created, by notice in writing given to the Issuer
and published once in a newspaper of general circulation or a
financial journal in the territorial limits of the Issuer, and in
a daily newspaper of general circulation in the City of New York,
New York, not less than sixty (60) days before such resignation
shall take effect. Such resignation shall take effect immediately
upon the appointment of a new Escrow Holder hereunder, if such new
Escrow Holder shall be appointed before the time limit set by such
notice and shall then accept the duties and obligations thereof.
5 86 -553"..
a ap
SECTION 10. Removal of Escrow Holder.
( a) The Escrow Holder may be removed at any time by an in-
strument or concurrent instruments in writing, executed by the
holders of not less than fifty-one percent (51%) in aggregate
principal amount of the Refunded Bonds then outstanding, such
instruments to be filed with the City of Miami, and notice in
writing given by such holders to the original purchaser or
purchasers of the Bonds and published once in a newspaper of
general circulation in the territorial limits of the City of
Miami, and in a daily newspaper or financial journal of general
circulation in the City of New York, New York, not less than sixty
(60) days before such removal is to take effect as stated in said
instrument or instruments. A photographic copy of any instrument
filed with the Issuer under the provisions of this paragraph shall
be delivered by the Issuer to the Escrow Holder.
( b) TY a Escrow Holder may also be removed at any time for
any breach of trust or for acting or proceeding in violation of,
or for failing to act or proceed in accordance with, any provi-
sions of this Agreement with respect to the duties and obligations
of the Escrow Holder by any court of competent jurisdiction upon
the application of the Issuer or the holders of not less than five
percent (5%) in aggregate principal amount of the Refunded Bonds
then outstanding.
SECTION 11. Successor Escrow Holder.
(a) If at any time hereafter the Escrow Holder shall resign,
be removed, be dissolved or otherwise become incapable of acting,
or shall be taken over by any governmental official, agency, de-
partment or board, the position of Escrow Holder shall thereupon
become vacant. If the position of Escrow Holder shall become
vacant for any of the foregoing reasons or for any other reason,
the Issuer shall appoint an Escrow Holder to fill such vacancy.
The Issuer shall jointly publish notice of any such appointment
made by them once in each week for four (4) successive weeks in a
newspaper of general circulation published in the territorial
limits of the City of Miami and in a daily newspaper or financial
journal of general circulation in the City of New York, New York,
and, before the second publication of such notice shall mail a
copy thereof to the original purchaser or purchasers of the
Refunded Bonds.
( b) At any time within one year after such vacancy shall
have occurred, the holders of a majority in principal amount of
the Refunded Bonds then outstanding, by an instrument in writing,
filed with the governing body of the Issuer, may appoint a
successor Escrow Holder, which shall supersede any Escrow Holder
theretofore appointed by the Issuer. Photographic copies of each
such instrument shall be delivered promptly by the Issuer, to the
predecessor Escrow Holder and to the Escrow Holder so appointed by
the noteholders. In the case of conflicting appointments made by
the two groups of noteholders under this paragraph, the first
effective appointment made during the one year period shall
govern.
(c) If no appointment of a successor Escrow Holder shall be
made pursuant to the foregoing provisions of this Section, the
holder of any Refunded Bonds then outstanding, or any retiring
Escrow Holder may apply to any court of competent jurisdiction to
appoint a successor Escrow Holder. Such court may thereupon,
after such notice, if any, as such court may deem proper and pre-
scribe, appoint a successor Escrow Holder.
SECTION 12. Term. This Agreement shall commence upon its
execution and delivery and shall terminate when the Refunded Bonds
have been paid and discharged in accordance with the proceedings
authorizing ,the Refunded Bonds.
SECTION 13. Severabilit If any one or more of the coven-
ants or agreements prove a in this Agreement on the part of the
Issuer or the Escrow Holder to be performed should be determined
by a court of competent jurisdiction to be contrary to law, such
covenant or agreements herein contained and shall in no way affect
the validity of the remaining provisions of this Agreement.
SECTION 14. Counterparts. This Agreement may be executed in
several counterparts, all or any of which shall be regarded for
all purposes as one original and shall constitute and be but one
and the same instrument.
SECTION 15. Governing Law. This Agreement shall be con-
strued under the laws of the State of Florida.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized officers and
their corporate seals to be hereunto affixed and attested as of
the date first above written.
(SEAL)
ATTEST:
Clerk
(SEAL)
ATTEST:
THE CITY OF MIAMI
Title:
By
Title:
7 86--1553:..
A
I
DATE PRINCIPAL
SCHEDULE A
SCHEDULE OF
THE CITY
PARKING SYSTEM
SERIES
DEBT SERVICE
OF MIAMI
REVENUE BONDS
1983
PAYING AGENT
INTEREST FEES TOTAL D/S
It
Is
SCHEDULE B
SCHEDULE OF EXPENSES TO BE PAID BY
THE ESCROW HOLDER
66-3353; ..
s
SCHEDULE C
SCHEDULE OF OBLIGATIONS OF UNITED STATES OF AMERICA
SEE ATTACHED
Sri--553 ._
NEu 1SSUF RATINGS:
Moody's: A
Standard & Poor's: A
(See "Ratings" herein)
In the of Bored (.oun"el, r/ndrt rxtitinc lau, regoationi, rulingi and judaial dciimoni. the interot On the Srrlel 1981•
ormpt front Federal tworrr ta.>.attort and for Scttes 19,96 Bondi arc rxrmpt from intangihlr personal proprrt) ta.xo impoird llur�r„r1;; t
Cbapro, ; crr •. Florida Statutes (19k s ). For information concert na ending !c itlattort, ire 'Tax Exemption - brain
s s
THE CITY OF MIAMI, FLORIDA
Parking System Revenue Bonds, Series 1986
Dated: July 1, 1986 Due: October 1, as shown below
The Series 1986 Bonds are issuable as fully registered bonds in denominations of $5,000 or integral multiples thereof
Interest on the Series 1986 Bonds shall be paid semiannually on April 1 and October 1 in each year, commencing October 1.
1986, by check or draft mailed by the Paying Agent to the registered owners thereof at their addresses as they appear on the,
registration books maintained by the Bond Registrar. Principal of and premium, if any, on the Series 1986 Bonds is payablt
upon presentation and surrender of the Series 1986 Bonds when due at the principal corporate trust office of Sun Bank/Miami.
N.A.. Miami, Florida, as Trustee, Bond Registrar and Paying Agent.
The Series 1980 Bonds are subject to optional and mandatory redemption prior to maturity as described herein.
Proceeds received from the sale of the Series 1986 Bonds will be used to. 6) advance refund the City's presentlt
outstanding Parking System Revenue Bonds, Series 1983; 60 pay certain accrued interest on the Series 1986 Bonds; and (iii J pa%
certain costs of issuance of the Series 1986 Bonds.
The Series 1986 Bonds are limited obligations of the City secured by a pledge of, and payable solely from, Net
Revenues, the right of the Board to receive Net Revenues, and the money and Investment Obligations in the funds
and accounts established under the Bond Ordinance and the income derived from such Investment Obligations and
the investment of such money. The Series 1986 Bonds shall not be deemed to constitute a debt of the City for
which the full faith and credit of the City are pledged, and the City is not obligated to pay the Series 1986 Bonds or
the premium, if any, or the interest thereon except from the aforementioned sources. The issuance of the
Series 1986 Bonds shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of
taxation whatever therefor, and the Holders of the Series 1986 Bonds shall have no recourse to the power of
taxation. The Series 1986 Bonds do not constitute a charge, lien, or encumbrance, legal or equitable, upon any
property of the City.
Maturities, Amounts, Interest Rates and Prices or Yields
$ Serial Bonds
Interest Price Interest Price
Maturity Amount Rate or Yield Maturity Amount Rate or Yield
� Hcome X
Term Bonds due , at %
Term Bonds due at °ir
(plus accrued interest from July 1, 1986)
The Series 1986 Bonds are o ered when, as and if issued and received by the Underwriters and subject to the receipt of at;
unqualified opinion as to the vali ity of the Series 1986 Bonds by Bryant, Miller and Olive, P.A., Tallahassee, Florida and Sparher,
Sbevin, Sbapo, Heilbronner fr Book, P.A., Miami, Florida, Bond Counsel. Certain legal matterr will be passed upon for tht
Underwriters by their counsel, Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida and for the Cif)
by Lucia A. Dougherty, Esq., City Anornry of the City, and for the Department by Ronald A. Silver, Esq., General Counsel to the
Department It is expected that the Series 1986 Bonds in definitive form will be delivered in New York, Neu, York on or abrat
August j, _!8G.
William R. Hough & Co.
Smith Barney, Harris Upham & Co.
Incorporated
First Equity Corporation of Florida
-,L'n ►C, ,
1986
Bear, Stearns & Co. Inc.
AIBC Investment Services
Corporation
i
MMIBIT II
$ 6/ aso1 oo 0
Maturity Amount
October
1,
1986
,� riv.Ov'..)
October
1,
1987
1&000
October
1,
1988
3.101ODd
October
1,
1989
:54TI Doo
October
1,
1990
3?o1 Uoo
October
1,
1991
3SVtoOO
October
1,
1992
c£1s� ov
October
1,
1993
y4v Doa
October
1,
1994
Ljbs1 o p v
October
1,
1995
S"001, o0J
October
1,
1996
6-3�� 0DD
October
1,
1997
V?s, 00 0
October
1,
1998
6'ia� Dap
October
1,
1999
C- c,j - ov D
Serial Bonds
Interest Rate
010
s.
S-, 4 O
Selo
6.00
6, -L-i'
,6 . S'0
6. -7
7,00
iv
?, q O
'2 s-o
60
J •-70
Price or Yield
(vv `?o
(VO
100
/00
100
/Od
!�U
/Jv
/ pU
l00
�bj
ebJ
16,0
3114-01 v D 1-0v3,
$ ?� 0.7r[XTerm Bonds due October 1, 2009 aty�3t
86--'553:.-
THE CITY OF MIAMI
MEMBERS OF CITY COMMISSION
Xavier L. Suarez, Mayor
Joe Carollo 'Miller J. Dawkins
Rosario A. Kennedy J. L. Plummer, Jr.
THE CITY OF MIAMI OFFICIALS
CityManager ...................... Cesar H. Odio
CityAttorney .................... Lucia A. Dougherty
Assistant City Manager ........... Herbert J. Bailey
Director of Finance .............. Carlos E. Garcia
CityClerk ........................ Matty Hirai
MEMBERS OF THE OFF-STREET PARKING BOARD
OF THE CITY OF MIAMI
Leslie Pantin, Sr., Chairman
H. Gordon Wyllie, Vice Chairman
Arnold Rubin Dianne Saulney Smith David Weaver
Marx D. Cauthen, Director Emeritus
DEPARTMENT OF,OFF-STREET PARKING
OF THE (CITY ,OF MIAMI
Roger M. Carlton, Executive Director
Daniel Morhaim, Assistant Director for Finance
Certified Public Accountants
Deloitte Haskins & Sells
Miami, Florida
General Counsel to the Department
Ronald A. Silver
Financial Advisor
Shearson Lehman Brothers Inc.
Miami, Florida
86 -553:._
No dealer, broker, salesman or other person has been author-
ized by the City, the Department or the Underwriters to make any
representations or to give any information other than as con-
tained in this Official Statement, and, if given or made, such
other information or representations must not be relied upon as
having been authorized by any of the foregoing. This Officia-'
Statement does not constitute an offer to sell or the solicita-
tion of an offer to buy, nor shall there be any offer to sell,
solicitation of an offer to buy or sale of the Series 1986 Bonds
by any person in any jurisdiction in which it is unlawful for
such person to make such offer, solicitation or sale. The
information contained in this Official Statement has beEn
obtained from the City, the Department, public documents, records
and other sources considered to be reliable and, although not
guaranteed as to completeness or accuracy by the Underwriters, is
believed to be correct. No representation is made, however, as
to the accuracy or completeness of such information, and nothing
contained in this Official Statement is, or shall be relied upon
as, a promise or representation by the Underwriters. This
Official Statement is submitted in connection with the sale of
the Series 1986 Bonds, and may not be reproduced or used, in
whole or in part, for any other purposes. Any statements in this
Official Statement involving estimates, assumptions and matters
of opinion, whether or not so expressly stated, are intended as
such and not as representations of fact, and the Department and
the City expressly make no representations that such estimates,
assumptions and opinions will be realized or fulfilled. Any
information, estimates, assumptions and matters of opinion con-
tained in this Official Statement are subject to change without
notice, and neither the delivery of this Official Statement, nor
any sale made hereunder, shall under any circumstances create any
implication that there has been no change in the affairs of the
Department or the City since the date hereof.
IN CONNECTION WITH THE OFFERING OF THE SERIES 1986 BONDS,
THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STA3;-
LIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 1986 BONDS AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN~
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT
ANY TIME.
TABLE OF CONTENTS
SUMMARY STATEMENT ...........................................
INTRODUCTI0N................................................
1
THESERIES 1986 BONDS .......................................
1
SECURITY FOR AND SOURCE OF PAYMENT OF TA E BONDS .............
5
FLOWOF FUNDS ...............................................
9
ADDITIONAL BONDS AND OTHER OBLIGATIONS ......................
10
PLAN OF REFUNDI:IG...........................................
13
ESTIt1ATED SOURCES AND APPLICATIONS OF FUNDS .................
14
DEBT SERVICE, REQUIREMENTS 04 THr SERIFS 1985 30*)DS..........
15
THE DEPARTMENT, THE BOARD AND THE PARKING SYSTEti............
15
LITIGATION..................................................
28
UNDERWRI'SING................................................
3g
RATINGS.....................................................
29
VERIFICATION OF 11ATHEMATICAL COMPUTATIONS ...................
^_9
TAXEXEMPTION ...............................................
30
LEGALITY....................................................
31
FINANCIALSTATEMENTS ........................................
11
FINANCIALADS'ISOR...........................................
31
MISCELLANEOUS...............................................
31
CiERTIFICATION CONCERNING OrI'ICIAL STATEMENT .................
3?
APPENDIX A. Yinancial Statements for the Years ended
September 30, 1935 & 1934 and
Auditors' Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A - 1
APPENDIX B. Summary of Bond Ordinance ...................... T3-1
APPENDIX C. General InformationConcerning the
City of Miami, Florida ....................... C-1
APPENDIX D. Form of Opinion of Bond Counsel ................ D-1
(i)
86-- 553.
SUMMARY STATEMENT
This Summary Statement is subject in all respects to the
more complete information and to the definitions contained or
incorporated in this Official Statement. The offering of the
Series 1986 Bonds to potential investors is made only by means of
this entire Official Statement. No person is authorized to
detach this Summary Statement from this Official Statement or
otherwise to use it without this entire Official Statement.
Issuer:
The City of Miami, Florida.
Parking System:
The Parking System consists of: (i) 5 parking garages, 3 of
which are owned and 2 of which are managed by the Department,
which garages contain approximately 5,007 spaces; (ii) 44 parking
lots owned or managed by the Department containing approximately
5,953 spaces; and (iii) approximately 6,704 on -street parking
meters. These approximately 17,664 spaces serve an average of
over 50,000 vehicles per day.
Department of Off -Street Parking:
The Department operates, manages and controls the Parking
System under the supervision of the Board. The Department is an
agency and instrumentality of the City which was created, toge-
ther with the Board, by a Special Act of the Florida Legislature
that is now incorporated as part of the City Charter.
Series 1986 Bonds:
$15,540,000* aggregate principal amount of the City of
Miami, Florida Parking System Revenue Bonds, Series 1986, dated
as of July 1, 1986, with interest payable on April 1 and October
1, commencing October 1, 1986. The Series 1986 Bonds are issu-
able in fully registered form in denominations of $5,000 or any
integral multiple thereof.
Use of Proceeds:
Proceeds received from the sale
will be used to: (i) advance refund
standing Parking System Revenue Bonds,
tain accrued interest on the Series
certain costs of issuance of the Series
Estimated, subject to change.
of the Series 1986 Bonds
the City's presently out -
Series 1983; (ii) pay cer-
1986 Bonds; and (iii) pay
1986 Bonds. Other avail -
86 -553;._
0
0
able moneys of the Department will be used to fund the Reserve
Account so that, upon the issuance of the Series 1986 Bonds, the
amount on deposit therein will equal the Reserve Requirement.
Security and Source of Payment for the Bonds:
The Bonds are secured by a pledge of (a) Net Revenues, (b)
the right of the Board to receive Net Revenues and (c) the money
and Investment Obligations and investment income thereon held in
any and all of the funds and accounts established under the Bond
Ordinance.
The Series 1986 Bonds are limited obligations of the City
secured by a pledge of, and payable solely from, Net Revenues,
the right of the Board to receive Net Revenues, and the money and
Investment Obligations in the funds and accounts established
under the Bond Ordinance and the income derived from such Invest-
ment Obligations and the investment of such money. The Series
1986 Bonds shall not be deemed to constitute a debt of the City
for which the full faith and credit of the City are pledged, and
the City is not obligated to pay the Series 1986 Bonds or the
premium, if any, or the interest thereon except from the afore-
mentioned sources. The issuance of the Series 1986 Bonds shall
not directly or indirectly or contingently obligate the City to
levy or to pledge any form of taxation whatever therefor, and the
holders of the Series 1986 Bonds shall have no recourse to the
power of taxation. The Series 1986 Bonds do not constitute a
charge, lien, or encumbrance, legal or equitable, upon any prop-
erty of the City.
Flow of Funds:
The Bond Ordinance requires that once each month all Reve-
nues on deposit in the Revenue Account which are in excess of the
Operations and Maintenance Requirement be applied, together with
amounts already on deposit, to: (i) the Interest Account, in an
amount equal to 1/6 of the interest due and payable on the Bonds
on the next Interest Payment Date; (ii) the Principal Account, in
an amount equal to 1/12 of the principal of serial Bonds due and
payable on the next maturity of serial Bonds; (iii) the Sinking
Fund Account, in an amount equal to 1/12 of the Sinking Fund
Requirement due and payable on term Bonds on the next Sinking
Fund Date; (iv) the Reserve Account, in such amount as may be
required to make the amount therein equal the Reserve Requirement
or such lesser amount as may be permitted under the applicable
Series Ordinance with respect to a Series of Bonds in the event
that the Reserve Requirement with respect to such Bonds is to be
satisfied in installments; (v) the Renewal and Replacement
Account, in such amount as may be required to make the amount
therein equal the Renewal and Replacement Account Requirement;
and (vi) the General Reserve Account, the balance remaining after
making the deposits required above.
(i i i) 86-- 353'..
Plan of Refunding:
A portion of the proceeds of the Series 1986 Bonds, together
with a portion of the moneys and securities held in the several
funds and accounts established for the Refunded Bonds, will be
deposited with the Escrow Agent pursuant to the Escrow Deposit
Agreement and invested in United States Obligations maturing in
the amounts and on the dates and bearing interest at rates suf-
ficient to pay at maturity or upon redemption all of the
$13,545,000 aggregate principal amount of the Refunded Bonds out-
standing. See "PLAN OF REFUNDING" and "VERIFICATION OF MATHE-
MATICAL COMPUTATIONS" herein. The balance of the funds held in
the several funds and accounts established for the Refunded Bonds
will be used to make deposits to various funds and accounts for
the Series 1986 Bonds.
Debt Service Coverage:
The following table summarizes historic revenues, expenses
and debt service coverage achieved by the Parking System for the
periods shown:
Fiscal Years Ended September 30,
($ Stated in Thousands)
1981 1982 1983 1984 1985
Revenues(1) $3,862 $4,807 $5,800 $6,935 $7,419
Operating
Expenses(2) 1,741 2,449 2,919 3,453 3,822
Net Revenues
Available for
Debt Service $2,121 $2,358 $2,881 $3,482 $3,597
Current Debt
Service $1,484 $1,481 $1,473 $1,619 $1,520
Debt Service
Coverage 1.43x 1.59x 1.96x 2.15x 2.37x
(1) Includes operating revenues and non -operating income.
(2) Operating Expenses exclude depreciation and interest
expense.
(iv)
86--553:,.
I
Rate Covenant:
The Bond Ordinance requires the City and the Board to fix,
charge and collect rates, fees, rentals and charges for the use
of the Parking System and to revise these as often as may be
necessary or appropriate to produce Revenues in each Fiscal Year
at least equal to the sum of (i) Current Expenses for such
period, plus (ii) 125% of the Principal and Interest Requirements
for such period, plus (iii) the amounts required to be deposited
in the Reserve Account in such period.
If, in any such Fiscal Year, the Revenues are not sufficient
to meet such requirements and if the cash and value of the
Investment Obligations available within the funds and accounts
created by the Bond Ordinance are not sufficient to make such
deposits to the Interest Account, the Principal Account, the
Sinking Fund Account and the Reserve Account, the City and the
Department have covenanted to take action to revise the rates,
fees, rentals and charges, or alter the methods of operation or
take whatever action is necessary to produce the amount so
required in such period.
Additional Bonds and Other Obligations:
Additional Bonds may be issued on a parity with the Series
1986 Bonds for the purposes of providing funds to: (i) pay all
or any part of the costs of any Additional System Facilities;
(ii) pay all or any part of the cost of completing Additional
System Facilities; (iii) pay any debt obligations issued by the
City or Department or repay any advances made from any source, to
finance temporarily the costs of any Additional System Facilities
including any Interim Indebtedness; (iv) increase the amount on
deposit in the Reserve Account; or (v) pay at maturity or redeem
prior to maturity all or part of any series of Bonds then Out-
standing, including the payment of the redemption premium and
accrued interest, if any, on such Bonds.
Additional Bonds may be issued for the purpose of paying the
costs of Additional System Facilities only if, among other
requirements, (i) the sum of (A) Net Revenues from the most
recent Fiscal Year for which audited financial statements have
been filed and (B) the estimated Net Revenues which would have
been received if any rate adjustments which affected the Parking
System and became effective prior to the issuance of the Addi-
tional Bonds, had been in effect during that same Fiscal Year is
not less than 125% of the Principal and Interest Requirements for
that same Fiscal Year, and (ii) the sum of (A) Net Revenues from
the most recent Fiscal Year for which audited financial state-
ments have been filed, (B) the estimated additional Net Revenues
which would have been received if any rate adjustments which
(v)
10 0
affected the Parking System and became effective prior to the
issuance of the Additional Bonds had been in effect during that
same Fiscal Year and (C) one -fifth the total estimated Net
Revenues attributable to the Additional System Facilities to be
financed from the proceeds of such Additional Bonds for each of
the five Fiscal Years immediately succeeding the Fiscal Year in
which the Additional System Facilities are to be placed in use
and operation, is not less than 125% of the maximum Principal and
Interest Requirements for any Fiscal Year thereafter including
such requirements for the Additional Bonds then requested to be
delivered.
Interim Indebtedness may be issued on a pari.ty with the
Series 1986 Bonds, provided that the City meets certain financial
restrictions similar to those restricting the issuance of Addi-
tional Bonds to finance the construction of Additional System
Facilities.
The City may issue Subordinated Debt to finance the acquisi-
tion and construction of any facilities which the Board and the
Department may operate and maintain pursuant to law, except
special purpose facilities. The City may issue Short -Term
Indebtedness payable as to principal and interest as Current
Expenses, provided that such Short -Term Indebtedness does not
exceed 20% of Current Expenses for the last Fiscal Year of the
Department for which an audit is available.
Other Facilities:
In addition to.Additional System Facilities, the Bond Ordi-
nance permits the Department, upon the satisfaction of certain
conditions, to acquire or construct Special Purpose Facilities
(whether or not related to parking) and other facilities and to
finance such facilities by means other than Additional Bonds.
These conditions include a requirement that the Department first
deliver to the Trustee a statement of the Parking Consultant that
in the opinion of the Parking Consultant such acquisition or
construction will not materially reduce Revenues or impair the
operating efficiency of the Parking System.
OFFICIAL STATEMENT
Relating To
THE CITY OF MIAMIr FLORIDA
PARKING SYSTEM REVENUE BONDS, SERIES 1986
INTRODUCTION
This Official Statement, including the c ver page, Summary
Statement and the. Appendices hereto, is p ovided to furnish
information with respect to the issuance and sale by the City of
Miami, Florida (the "City") of $ aggregate principal
amount of its Parking System Revenue Bonds, Series 1986 (the
"Series 1986 Bonds"). The Series 1986 Bonds are to be issued
under and secured by the City's Ordinance No. 10115 enacted by
the City Commission of the City (the "City Commission") on June
26, 1986 (as the same may be amended or supplemented from time to
time, the "Bond Ordinance"). The Series 1986 Bonds, together
with any Additional Bonds that may be issued under the Bond Ordi-
nance, are collectively referred to herein as the "Bonds".
Proceeds received from the sale of the Series 1986 Bonds will be
used to: (i) advance refund the City's Parking System Revenue
Bonds, Series 1983, presently outstanding in the aggregate prin-
cipal amount of $13,545,000 (the "Refunded Bonds"); (ii) pay
certain accrued interest on the Series 1986 Bonds; and (iii) pay
certain costs of issuance of the Series 1986 Bonds. See "PLAN OF
REFUNDING" herein. The Series 1986 Bonds are to be issued pur-
suant to the authority of the Bond Ordinance and the Constitution
and laws of the State of Florida, particularly Chapter 166,
Florida Statutes.
For the definitions of certain terms and phrases used in
this Official Statement, see "APPENDIX B-Summary of Bond Ordi-
nance".
THE SERIES 1986 BONDS
The Series 1986 Bonds are issuable as fully registered bonds
in denominations of $5,000 or integral multiples thereof. The
Series 1986 Bonds are numbered consecutively from R-1 upwards,
dated as of July 1, 1986, bear interest from their date at the
Esti at d, subj t o chain e
1 -
86--553"..
0 0
rates per annum set forth on the cover page of this Official
Statement and.matu.rs on October 1 in the years and in the prin-
cipal amounts set forth on the cover'page of this Official State-
ment.
Interest on the Series 1986 Bonds is payable semiannually on
April 1 and October 1 of each year, commencing October 1, 1986,
until .the principal thereof has been paid, by check or draft
mailed by the Trustee, as Paying Agent, to the registered owners
of the Serie% 1986 Bonds at the addresses as they appear on the
registration books maintained by the Trustee, as Bond Regis-
trar. Principal of and premium, if any, on the Series 1986 Bonds
is payable to or upon the order of the registered owners thereof
or their legal representatives, upon presentation and surrender
thereof when due at the principal corporate trust office of Sun
Bank/Miami, N.A., Miami, Florida, as Trustee (in such capacity,
together with any successor trustee, the "Trustee"), which also
has been appointed by the City to serve as Bond Registrar (in
such capacity, together with any successor bond registrar, the
"Bond Registrar") and as Paying Agent (in such capacity, together
with any successor paying agent, the "Paying Agent") for the
Series 1986 Bonds.
Provisions for Exchange and Registration of Transfer
Any Series 1986 Bond may be transferred upon presentation
and surrender of such Series 1986 Bond at the principal corporate
trust office of the Bond Registrar, accompanied by an assignment
duly executed by the registered owner or his attorney or legal
representative in a form satisfactory to the Bond Registrar. The
Bond Registrar is required to note such registration of transfer
on the books maintained for registration. The Bond Registrar is
not required to register the transfer of any Bond during the 15
days preceding any Interest Payment Date or after notice has been
given of redemption of such Series 1986 Bond or any portion
thereof. The Series 1986 Bonds may be exchanged upon presenta-
tion and surrender thereof, together with an assignment duly
executed by the registered owner or his attorney or legal repres-
entative for an equal aggregate principal amount of Series 1986
Bonds of the same maturity of any authorized denomination and
bearing interest at the same rate. No charge shall be made to
any Bondholder for the privilege of exchange, registration, or
registration of transfer, but the Bondholder shall pay any tax or
other governmental charge required to be paid with respect
thereto.
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0
r_J
Ownership
The Bond Ordinance provides that the person in whose name
any Bond is registered shall be deemed and regarded as the abso-
lute owner thereof, for all purposes including the payment of
principal of, premium, if any, and interest thereon.
Redemption Provisions'
Optional Redemption: Series 1986 Bonds maturing on or after
October 1, 199 5 shall be subject to redemption on or after
October 1, 1994► at the option of the City, as a whole at any
time or in part on any interest payment date, in integral multi-
ples of $5,000, in inverse order of their stated maturities and
by lot within a stated maturity,, at the following redemption
prices expressed as a percentage of principal amount, plus
accrued interest thereon to the date fixed for redemption:
Redemption Dates
Redemption Price
October
1,
190A through
September 30, 1995
lu %
October
1,
191VS through
September 30, 19ZFI--
Jol %
October
1,
19_ 44
an
thereafter
100%
Mandatory Redemption Provisions: In satisfaction of the
Sinking Fund Requirement, Series 1986 Bonds maturing on October
1, 2003 and ZOOq are subject to mandatory redemption by the City
from funds available in the Sinking Fund Account created under
the Bond Ordinance in the principal amounts and on October 1 of
each of the years set forth in the schedule below, in part and by
lot, at 100% of the principal amount thereof, plus accrued
interest thereon to the redemption date and without premium:
Series 1986 Bonds
Due October 1, Zj0-3
October 1
Amount
oM
71s coo
Z°�z
SaS WD
2 003 *
BRs; 00b
* By operation of maturity.
- 3 -
86-SS3; ..
Ar
%`
Series 1986 Bonds
Due October 1, 2Mq
October 1
1006
2,00-7
L009
* By operation of maturity.
Extraordinary Optional Redemption; The Series 1986 Bonds
shall be redeemed as a whole at any time or in part on any
interest payment date at a redemption price equal to the princi-
pal amount thereof, plus interest accrued to the redemption date,
and without premium, from net proceeds resulting from insurance
or from eminent domain proceedings, if all or any part of the
Parking System is damaged or destroyed or taken by eminent domain
and if the Department elects not to replace, repair, rebuild or
restore the Parking System.
The -. 'Department may, elect to apply the proceeds from insur-
ance or from eminent domain proceeds to, the redemption of the
Series 1986 Bonds only if (1) the Parking, System has been
restored to substantially the same condition as prior to the
damage, destruction or taking, or (2) the Department has deter-
mined that the portion of the Parking System damaged or destroyed
or taken is not necessary to the operation of the Parking System
and that the failure of the Department to repair or restore the
same will not impair or otherwise adversely affect the revenue -
producing capability of the Parking System, or (3) the Parking
Consultant has been unable to certify that the net proceeds from
insurance or eminent domain, together with other funds made
available by the Department, will be sufficient to pay the costs
of the replacement, repair, rebuilding or restoration of the
Parking System. ".
Notice of Redemption....-
The Bond Ordinance requires that at least'30 days before the
redemption date of any Bonds or portions of Bonds to be redeemed,
the Trustee shall cause a notice of redemption (a) to be filed
with the Paying Agents, and (b) to be mailed, postage prepaid, to
all registered owners of Bonds to be redeemed at their addresses
as they appear on the registration books maintained by the Bond
Registrar. The Bond Ordinance further provides that failure to
file or mail any such notice shall not affect the validity of the
proceedings for redemption.
- 4 -
86 -5a3:..
SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS
Pledge Under the Bond Ordinance
The Bonds and the interest thereon are secured by a pledge
of (a) Net Revenues, (b) the right of the Board to receive Net
Revenues, and (c) the money and Investment Obligations in any and
all of the funds and accounts established under the Bond Ordi-
nance and the income from such Investment Obligations and the
investment of such money. The Bond Ordinance provides that this
pledge shall be effective and operate immediately and that the
Trustee shall have the right to collect and receive Net Revenues
in accordance with the provisions of the Bond Ordinance at all
times during the period from and after the date of issuance of
the Bonds until the Bonds have been fully paid and discharged.
As defined in the Bond Ordinance:
"Net Revenues" means the excess of Revenues over Current
Expenses.
"Revenues" means (a) except to the extent hereinafter exclu-
ded, all income earned by the Department from the operation and
use of and for the services furnished or to be furnished by the
Parking System and all income earned from the ownership and
rental of the Parking System and properties financed by Subordin-
ated Debt and by Interim Indebtedness, (b) income received by the
Department under any agreement to manage or operate facilities on
behalf of any person, (c) any proceeds of business interruption
insurance, (d) to the extent permissible under the laws of the
State of Florida and to the extent approved by subsequent ordin-
ance of the City, the proceeds of any tickets and fines levied
for the use of the Parking System, and (e) the investment income
on, and the income and gains realized upon the maturity or sale
of, securities held by or on behalf of the City or the Department
in any Funds and Accounts established by the Bond Ordinance.
There shall not be included in Revenues (i) any grants, contri-
butions or donations; (ii) proceeds from the sale and disposition
of the Parking System; (iii) income from the operation of any
Special Purpose Facilities for so long as such facilities are not
part of the Parking System; (iv) to the extent and for so long as
such income is pledged to secure the financing for the same,
rental income from the leasing of any land used in connection
with, or income from the operation of, any Special Purpose
Facilities; (v) any proceeds of insurance other than as mentioned
above; (vi) investment income from the investment of moneys in
the Construction Fund; and (vii) the proceeds of any borrowing.
"Current Expenses" means the current expenses of the Board
and the Department for the operation, maintenance and repair of
- 5 -
8C--553:..
the Parking Systen as determined in accordance with generally
accepted accounting principles, including, without limiting the
generality of the foregoing, all ordinary and usual expenses of
operation, maintenance and repair, administrative expenses,
salaries, payments to any retirement plan or plans properly
chargeable to the Parking System, payments to other governmental
entities for current expenses for the operation, maintenance and
repair of the Parking System, insurance premiums and expenses,
engineering expenses relating to the operation, maintenance, or
repair of the Parking System, fees and expenses of the Trustee
and the Paying Agents, legal expenses, fees of consultants, and
any other expenses required to be paid by the Board and the
Department under the Bond Ordinance or by law, but Current
Expenses shall not include any reserves for extraordinary
replacements or repairs, any allowance for depreciation, any
principal payment in respect of capital leases or Subordinated
Debt, any deposits to any Fund or Account created under the Bond
Ordinance or any payment for capital costs.
The Bond Ordinance provides that the aforementioned pledge
shall not inhibit the sale or disposition of the Parking Sys-
tem. The Bond Ordinance provides certain limitations on the sale
or disposition of the Parking System. See "APPENDIX B -- Summary
of Bond Ordinance".
Limited Obligations of the City
The Series 1986 Bonds are limited obligations of the City
secured by a pledge of, and payable solely from, Net Revenues,
the right of the Board to receive Net Revenues, and the money and
Investment Obligations in the funds and accounts established
under the Bond Ordinance and the income derived from such Invest-
ment Obligations and the investment of such money. The Series
1986 Bonds shall not be deemed to constitute a debt of the City
for which the full faith and credit of the City are pledged, and
the City is not obligated to pay the Series 1986 Bonds or the
premium, if any, or the interest thereon except from the afore-
mentioned sources. The issuance of the Series 1986 Bonds shall
not directly or indirectly or contingently obligate the City to
levy.or to pledge any form of taxation whatever therefor, and the
holders of the Series 1986 Bonds shall have no recourse to the
power of taxation. The Series 1986 Bonds do not constitute a
charge, lien, or encumbrance, legal or equitable, upon any
property of the City.
Rate Covenant
The Bond Ordinance requires, the City and the Board to fix,
charge and collect rates, fees, rentals and charges for the use
86-553:
of the Parking System and to revise these as often as may be
necessary or appropriate to produce Revenues in each Fiscal Year
at least equal to the sum of (i) Current Expenses for such
period, plus (ii) 125% of the Principal and Interest Requirements
for such period, plus (iii) the amounts required to be deposited
in the Reserve Account in such period.
If, in any such Fiscal Year, the Revenues are not sufficient
to meet such requirements and if the cash and value of the
Investment Obligations available within the funds and accounts
created by the Bond Ordinance are not sufficient to make such
deposits to the Interest Account, the Principal Account, the
Sinking Fund Account and the Reserve Account► the City and the
Department have covenanted to take action to revise the rates,
fees, rentals and charges, or alter the methods of operation or
take whatever action is necessary to produce the amount so
required in such period.
If the audit report for any Fiscal Year indicates that the
requirements of (i), (ii) and (iii) above under the second pre-
ceding paragraph have not been satisfied, then within 15 days of
the receipt of the audit report for such Fiscal Year, the Depart-
ment will employ a Parking Consultant to review and analyze the
financial status and the administration and operations of the
Parking System, to inspect the properties constituting the Park-
ing System and to submit to the Board and the Director, within 60
days thereafter, a written report on the same, including the
action taken by the City and the Department with respect to the
revision of its rates, fees, rentals and charges, which report
may contain recommendations of further revisions of the rates,
fees, rentals, charges, and methods of operation of the Parking
System that will result in producing the amount so required
during that Fiscal Year. Promptly upon its receipt of the recom-
mendations, the Department will transmit copies thereof to the
City Commission, the Trustee and each Holder of Record who has
requested the same and will take such further action as is then
in the best interests of the registered owners of the Bonds, the
Department, the City and its citizens.
.In the event the City and the Department fail to take action
described above, the Trustee may, and upon request of the
registered owners of not less than 25% in principal amount of all
Bonds Outstanding shall, institute and prosecute an action or
proceeding in any court or before any board or commission having
jurisdiction to compel the City and the Department to comply with
the requirements of said paragraphs.
The City and the Department have further covenanted that no
use of the Parking System will be permitted without compensation.
- 7 -
86-- 5531* ..
^eserve Account
The Reserve Requirement will be funded in full upon the
issuance of the Series 1986 Bonds from moneys transferred from
the Reserve Account of the Refunded Bonds. As defined in the
Bond Ordinance, "Reserve Requirement" means the lesser of (i) the
maximum Principal and Interest Requirements on account of the
Bonds in the current or any subsequent Fiscal Year or (ii) 125%
of the Average Annual Principal and Interest Requirements.
If Additional Bonds are issued, the Series Ordinance relat-
ing to the same shall provide either for the deposit into the
Reserve Account of an amount that will cause the amount then on
deposit therein to equal the Reserve Requirement on all Bonds
Outstanding after the issuance of such Bonds or for sixty (60) or
less substantially equal monthly installments, to the extent
permitted under the Bond Ordinance. Notwithstanding the fore-
going, the City may provide that the initial deposit and the
difference between the amounts on deposit in the Reserve Account
and the Reserve Requirement shall be an amount covered by obtain-
ing bond insurance issued by a reputable and recognized municipal
bond insurer, by a letter of credit or any combination thereof.
The Trustee shall use amounts in the Reserve Account to make
transfers, in the following order, to the Interest Account, the
Principal Account and the Sinking Fund Account to remedy any
deficiency in any deposit required to be made to said Accounts
under the Bond Ordinance or to pay the interest on or the princi-
pal of (whether at maturity, by acceleration or in satisfaction
of the Sinking Fund Requirement therefor) the Bonds when due,
whenever and to the extent that the money on deposit in any or
all of said Accounts, together with transfers thereto from the
General Reserve Account and the Renewal and Replacement Account,
is insufficient for such purposes. The Trustee shall also use
amounts in the Reserve Account to pay the interest on the Inter-
est Payment Date next preceding the final maturity of all Bonds
Outstanding and the principal of and the interest on such Bonds
on the final maturity date of the same.
If at any time the value of the cash and Investment Obliga-
tions held in the Reserve Account exceeds the Reserve Require-
ment, the Trustee shall withdraw an amount equal to such excess
therefrom and shall deliver the same to the Department. Upon
receipt thereof the Chief Financial Officer shall deposit (a) in
the Renewal and Replacement Account the amount then required to
be paid thereto by the Department pursuant to the Ordinance and
(b) all remaining amounts in the General Reserve Account.
Whenever the amount on deposit in the Reserve Account is
less than the Reserve Requirement, the Trustee shall notify the
- 8 -
86-5a3:.
• •
Director and the Chief Financial Officer of the amount of the
deficiency. Upon notification, the Chief Financial Officer
immediately shall deliver to the Trustee an amount sufficient to
cure the same, drawing upon funds available in the General
Reserve Account and the Renewal and Replacement Account, in that
order.
FLOW OF FUNDS
Bond Fund and Parking System Fund
The Bond Ordinance creates within the Bond Fund six special
accounts: the Interest Account, the Principal Account, the
Sinking Fund Account, the Reserve Account, the Redemption Account
and the Insurance and Condemnation Award Account. The Bond Ordi-
nance also creates within the Parking System Fund, the Revenue
Account, the Renewal and Replacement Account and the General
Reserve Account.
Except as hereinafter described, all Revenues received by
the Department will be deposited when received to the credit of
the Revenue Account. The Department will apply moneys in the
Revenue Account to the payment of Current Expenses and to the
purchase of Bonds. On or before the 20th day of each month, the
Chief Financial Officer will withdraw from the Revenue Account
all amounts on deposit therein in excess of the Operations and
Maintenance Requirement and will apply such moneys in the follow-
ing order (except that payments provided for in (a) and (b) shall
be on a parity with each other):
(a) with the Trustee to the credit of the Interest
Account such amount thereof as may be required to make the
amount then to the credit of the Interest Account equal to
one -sixth (1/6) of the interest to become due and payable
within the next ensuing six (6) months on all Bonds then
Outstanding;
(b) with the Trustee to the credit of the Principal
Account such amount thereof as may be required to make the
amount then to the credit of the Principal Account equal to
one -twelfth (1/12) of the principal to become due and
payable within the next ensuing twelve (12) months on all
Serial Bonds then Outstanding;
(c) with the Trustee to the credit of the Sinking
Fund Account such amount thereof as may be required to make
the amount then to the credit of the Sinking Fund Account
equal to one -twelfth (1/12) of the Sinking Fund Requirement
to become due and payable within the next ensuing twelve
(12) months on all term Bonds then Outstanding;
86-- 553:._
•w
A-
(d) with the Trustee to the credit of the Reserve
Account such amount as may be required to make the amount
then to the credit of the Reserve Account equal to the
Reserve Requirement; provided, however, that if so provided
in the Series Ordinance relating to Additional or refunding
Bonds, the amount required to make the amount to the credit
of the Reserve Account following the issuance of such Series
of Bonds equal to the Reserve Requirement may be deposited
to the credit of the Reserve Account in sixty (60) or fewer
substantially equal monthly installments beginning in the
month following the month in which such Series of Bonds is
authenticated and delivered;
(e) to the credit of the Renewal and Replacement
Account such amount as may be required to make the amount
then to the credit of the Renewal and Replacement Account
equal to the Renewal and Replacement Account Requirement;
and
(f) to the credit of the General Reserve Account the
balance remaining after making the deposits required by
paragraphs (a) through (e).
In making the deposits set forth above, consideration shall
be given to investment income on deposit in such Fund or Account.
In each month following a month in which the Department has
failed to make any deposit or payment required by paragraphs (a)
through (e), the Department will deposit or pay, in addition to
the amounts then due, an amount sufficient to cure the deficiency
in deposit or payment in the prior month unless such deficiency
is cured by a transfer, pursuant to the Bond Ordinance, of money
or Investment Obligations to such Fund or Account from other
funds and accounts.
Whenever the amount on deposit in the Revenue Account is
insufficient to pay Current Expenses, the Chief Financial Officer
will transfer an amount necessary to pay the same to the Revenue
Account, drawing upon funds available in the General Reserve
Account and the Renewal and Replacement Account, in that order.
ADDITIONAL BONDS AND OTHER OBLIGATIONS
Additional Bonds
The Bond Ordinance provides that the
authorize the issuance of one or more series
on a parity with the Bonds for the purpose of
- 10 -
City Commission may
of Additional Bonds
providing funds to:
86- 553' ..
(i) pay all or any part of the Costs of any Additional System
Facilities; (ii) pay the Costs of completing any Additional
System Facilities; (iii) pay any debt obligations issued by the
City or the Department or repay any advances made from any
source, to finance temporarily such Costs including Interim
Indebtedness; (iv) increase the amount on deposit in the Reserve
Account; (v) pay interest accruing on any Additional Bonds; and
(vi) pay certain expenses in connection with the issuance of
Additional Bonds. Additional Bonds may also be issued on a par-
ity with the Bonds for the purpose of providing funds for paying
at maturity or redeeming prior to maturity all or part of the
Bonds then Outstanding of any one or more series, including the
payment of any redemption premium and any interest that will
accrue on such Bonds to the redemption date or maturity date- and
any expenses in connection with such refunding.
The Trustee may deliver Additional Bonds for the purpose of
paying the Costs of any Additional System Facilities only if,
among other requirements, (i) the proceeds of the Additional
Bonds together with other funds available for such purpose are
not less than the estimated Cost of the Additional System Facil-
ities; (ii) the sum of (A) Net Revenues from the most recent
Fiscal Year for which audited financial statements have been
filed and (B) the estimated Net Revenues which would have been
received if any rate adjustment which affected the Parking System
and became effective prior to the issuance of the Additional
Bonds had been in effect during that same Fiscal Year, is not
less than 125% of the Principal and Interest Requirements for
that same Fiscal Year; and (iii) the sum of (A) Net Revenues from
the most recent Fiscal Year for which audited financial state-
ments have been filed, (B) the estimated additional Net Revenues
which would have been received if any rate adjustments which
affected the Parking System and became effective prior to the
issuance of the Additional Bonds had been in effect during that
same Fiscal Year, and (C) one -fifth of the total estimated Net
Revenues attributable to the Additional System Facilities to be
financed from the proceeds of such Additional Bonds for each of
the five Fiscal Years immediately succeeding the Fiscal Year in
which the Additional System Facilities are to be placed in use
and operation, is not less than 125% of the maximum Principal and
Interest Requirements for any Fiscal Year thereafter, including
such requirements of the Additional Bonds then requested to be
delivered.
The Trustee will not deliver Additional Bonds for the pur-
pose of refunding Bonds of any series unless any moneys deposited
with the Trustee, together with the proceeds (excluding accrued
interest) of such Additional Bonds and the interest to accrue
upon any Government Obligations acquired to pay the refunded
Bonds, are not less than an amount sufficient to pay the prin-
0
�j
cipal of and the redemption premium, i
refunded, the interest that will accrue
date or the respective maturity dates,
to such refunding.
f
any, on the Bonds to be
thereon to the redemption
and the expenses incident
Notwithstanding the provisions of the Bond Ordinance with
respect to Additional Bonds described above, no Additional Bonds
shall be issued as Variable Rate Bonds unless on the date of
issuance of such Variable Rate Bonds then outstanding (including
the Additional Bonds to be issued as Variable Rate Bonds) shall
not exceed twenty percent (20%) of the total indebtedness of the
City and the Department payable from the Net Revenues of the
System (with the exception of Short Term Indebtedness) plus any
fund equity of the Parking System.
Interim Indebtedness
Interim Indebtedness may be issued on a parity with the
Bonds as to payment from Net Revenues, provided that (i) the
requirements for the issuance of Additional Bonds for Additional
System Facilities set forth above under the caption "ADDITIONAL
BONDS AND OTHER OBLIGATIONS -- Additional Bonds" could be satis-
fied if such Interim Indebtedness were issued with a maturity of
twenty-five (25) years after date of issuance, with substantially
equal annual payments of principal and interest and with an
interest rate substantially equal to the market interest rate for
similar obligations of 25-year maturity at the time the calcula-
tion is made and (ii) there is filed with the Trustee, simultane-
ously with the incurrence of such Interim Indebtedness, a letter
from a banking, investment banking or other appropriate financial
institution stating that, under the then current market condi-
tions, such Interim Indebtedness could be placed or sold on the
terms and conditions assumed for the purposes of (i) above.
Subordinated Debt and Short -Term Indebtedness
The City may issue Subordinated Debt to finance the acquisi-
tion and construction of any facilities, other than Special Pur-
pose Facilities, which the Board and the Department may operate
and m4tintain pursuant to law, upon the conditions set forth in
the Bond Ordinance.
Short -Term Indebtedness may be issued and is payable as to
principal and interest as Current Expenses provided that such
Short -Term Indebtedness at any time outstanding does not exceed
20% of the Department's Current Expenses of the Parking System
for the last Fiscal Year for which an audit is available.
- 12 -
PLAN OF REFUNDING
Upon the issuance of the Series 1986 Bonds, the City will
enter into an Escrow Deposit Agreement dated as of July 1, 1986
(the "Escrow Deposit Agreement") with Sun Bank/Miami, N.A.,
Miami, Florida (the "Escrow Agent") to provide for the refunding
of the Refunded Bonds.
The following is a summary of the Refunded Bonds presently
outstanding that are to be refunded:
Maturity
Interest
(October 1)
Amount
Rate
1986
$175,000
7.00 %
1987
185,000
7.50
1988
200,000
8.00
1989
215,000
8.25
1990
235•,000
8.50
1991
250,000
8.75
1992
275,000 _
9.00
1993 '' t
300,000 --
9.20
1994 •`
325,000
9.40
1995
355,000
9.60
1996
390,000
9.75
1999
1,420,000
10.00
2003
2,660,000
10.25
2005
1,775,000
1025
2009
4,785,000
10:3,,75
TOTAL $13,545,000
_ .T.Ie Bond Ordinance provides that upon receipt of the pro-
ceeds of the Series 1986 Bonds, the City will deposit with the
Escrow Agent, pursuant to the Escrow Deposit Agreement, an amount
which, together with certain amounts transferred from proceeds of
the several funds and accounts established for the Refunded
Bonds, will be invested simultaneously in direct obligations of
the United States of America ("United States Obligations") matur-
ing in amounts and bearing interest at rates sufficient to pay,
when due, the principal of and interest on the Refunded Bonds
through September 30, 1993, and to redeem on October 1, 1993, at
a redemption price of par such Refunded Bonds. The United States
Obligations will be purchased from the Treasury Department of the
United States (or on the open market) at interest rates which
,r141---cause the actuarial yield thereon, computed in accordance
with the provisions of Section 103(c) of the Internal Revenue
Code of 1954, as amended (the "Code"), and the regulations prom-
ulgated thereunder, not to exceed the yield permitted by the Code
and such regulations.
- 13 -
9
r
Sou►:esi
Js'!S:
Under the Escrow Deposit Agreement, such amounts held by the
Escrow Agent, including the interest earnings on the United
States Obligations, are pledged solely for the payment of the
Refunded Bonds and are not available for the payment of the
Series 1986 Bonds.
Upon deposit of the United States Obligations with the
Escrow Agent, the Net Revenues of the Parking System will there-
upon be available for pledge and application under the Bond
Ordinance to the payment of the principal of and premium, if any,
and interest on the Series 1986 Bonds.
In conjunction with the refunding, the Bond Ordinance
directs the Trustee to take those actions required to cause the
moneys and securities held in the several funds and accounts
established for the Refunded Bonds to be transferred to various
funds and accounts established under the Bond Ordinance. See
"ESTIMATED SOURCES AND APPLICATIONS OF FUNDS" herein.
G�J_�_�___�ZURCES AND APPLICATIO OF FUNDS
The following is a summary of the sources and
applications of funds required for the re unding of the Refunded
Bonds (exclusive of the accrued interest on the Series 1986 Bonds
which will be deposited to the Interest Account):
air Amnt Of Bonds
AccruGd Interest
Er�stinq Reserve Account liquidated
Existing Poserve Account Transferred
Er:sting Sinking Fund Account liquicatao
Total Bourses:
COO of Escrow
Underwriter's Discount
Cost 04 Issuance
Deposit to Stries 1986 Sinking Fund Account
Transferred Reserve Account
Contingency
Total Usesi
Bond Proceeds
Ron -Bond Proceeds
Total
15,675,037.50
15,875,037.50
118,451.25
116.451.25
91,422.41.
91142Z.43
1,578,175.00
1,578.115.0u
564,365.66
564,365.66
15,993,488.75
2,233,963.09
18,227,4'41.84
15,433,800.00 655,264.40 16,08?,064.4C
291,267.50
291,267.50
145,000.00
145,000.01)
118,451.25
118,451.25
1,579,175.00 1,576,175.00
4,970.00
-------------
523.69 5,493.49
--------------------------
15,993,488.75
2,233,963.09 1812211451A4
- 14 -
86--5a3:..
I
1 Ty JF= M I AM I. F'LOR I DA
AFC► I^13 SYSTEM REVENUE PONDS, SERIES 198,5
I CEc+ FOR DELIVERY 08; t:1'7 /86
UPTIGN DAiE (NOT SPECIFIED)
DATE
FOP'{ I NC I PAL
COUPON
Y IELD
PR I CEE
I /86
4CI,(:11.) i, t:fQ
4. ZSC►
4. i 51:1
100. (:Ica/,/
15 000. 00
3.009)
5. I.�r�0
1 !:►i �. t,t:lt:1
: 0 i 1:1 I i BB
C►, C10i►. 1.1(:1
5. 4C10
5. 4CIG
1 C,!:1. (It:11:1
ltti(;r1/99
345,t>00.CIO
S.700
5.700
1(ai 1:11 /90
_.7C►, C►C►O. C►d
6,, 00O
6.000
1 t:►C►. Clt:,t:l
1:1; i►1 /91
Z85,C►00. (7C►
6.250
h. 2MJ
10(:►. C,C►1.1
2t.ii01/9C
415,00(1.00
6.500
6.501.1
ICK).1:Iti(�
1:1/01 / 97
44Q,00C►. oo
6. 7SO
6.750
1QC). clQcI
10 / (:;1 / 94
465, 000, UU
7.000
7.000
100. 00r?
1 i 1 /01 /95
504:I, 000. CIO
7. 200
7. A200
1 r)Q. 000
10 / 0,1 /96
535, o0c). (m.)
7. 40C)
7. 400
1 (:)Cl. (:IQcI
10/01 /97
575,000. ()f1
7.500
7.500
100.000
11:)/CI1/98
62U,C►O0.CIO
7.600
7.600
1Crta,l;lc;lci
10/ 01 /99
665, 000. 00
7. 700
7. 700
1C10, Qclt
10 / 01 / CIO
7151 o00. Oo
7.750
-
99. 0r,,t:1
1i�/1)1/C►1
775,000,00
7.750
-
99.00cl
I Cl, 01 /01,
8._15 , 000. Ot)
7. 750
-
99, 1:10 :1
11%1/(11 /C►7
8959C)00. 00
7.750
-
99. 000
10/01 / 04
97(:1, C100. 00
7. 50o
-
94.750
10/01 /05
1 , 040 C1Cru. 00
7.500
-
94.750
10/01 /06
1 , 1 1 5, (j1:1(;1. 00
7. 500
-
94. 750
10 101 "107
1 . 20t.) , 0C►0. CIv
7.500
-
94.750
1(:; i C11 / 06
1 , 29C1, 000. On
7. 500
-
94. 750
1 �/,:11 / 0 9
1 , .�7c,i3Ot:►CI. C►C)
7.500
-
94. '750
- 15 -
8 6 - 3 3:.-
i
�i
THE DEPARTMENT, THE
BOARD AND THE PARKING SYSTEM
Background
In 1950, City officials recognized that the rapid growth and
emergence of the City as a major metropolitan area could cause
parking to become a serious problem. In December, 1950, the City
Commission enacted an ordinance creating a five -person advisory
group to study parking conditions and to make recommendations for
needed improvements. In November, 1955, the City Commission
implemented the recommendation of the advisory group that the
responsibility for a municipal parking program be centralized.
At that time, the City Commission, acting under authority con-
ferred by a Special Act of the Florida Legislature, enacted an
ordinance establishing the Board and the Department. The Special
Act authorizing the creation and governing the operations of the
Board and the Department is now contained in the City Charter.
The Department is an agency and instrumentality of the City
and is charged with the operation, management and control of the
parking facilities of the City and all properties pertaining
thereto. The Department's budget and rates must be approved by
the City Commission and its bonds must be issued by the City
pursuant to ordinance enacted by the City Commission. All
expenses the Department and the Board incur in carrying out their
duties are paid solely from revenues generated by the Parking
System. Ad valorem taxes have never been used by the Department
to pay debt service or the operating expenses of the Parking
System. The objective of the Department continues to be the
develppment and implementation of a long-range, comprehensive
parking program for the City.
Members of the Board
Term
Member Expires Occupation
Mr. Leslie Pantin, Sr., January 13, 1989 President, Amer
Chairman Insurance Agency
Mr. H. Gordon Wyllie, December 2, 1987 Chairman of the
Vice Chairman Board, Southeast
Properties, Inc.
Division of
Southeast Bank, N.A
Mrs. Dianne Saulney Smith, December 2, 1987 Assistant County
Member Attorney, Dade
County
Mr. David Weaver, February 28, 1990 Chairman and Chief
Member Executive
Officer, Intercap
Investments, Inc.
86--SS3:._
- 16 -
11
r�
Mr. Arnold Rubin,
Member*
Mr. Marx Cauthen
Director Emeritus
December 2, 1988 President, HUB
Fashions (Retired)
Treasurer, Director,
Comptroller,
Miami Laundries
(Retired)
The City Charter requires that the Board consist of five
voting members who are to serve five year terms. Each member of
the Board must either reside or have his principal place o`
business in the City. No official or employee of the City may
serve as a member of the Board while so employed by the City. At
least ten days prior to the expiration of the term of any Board
member, his successor shall be appointed by the remaining Board
members, subject to confirmation by the City Commission. Any
Board member may be removed by the City Commission for good
cause, but if so removed, may apply for circuit court review of
the action of the City Commission.
The Board has the powers, duties and responsibilities custo-
marily invested in the board of directors of a private corpora-
tion and exercises supervisory control over, the operation of the
Parking System, and all acts of the Department and its Executive
Director are subject to Board approval. The Board elects one of
its members to serve as Chairman of the Board, makes appropriate
rules and regulations for its own government and procedure and
holds regular meetings not less than once each month and special
meetings as it deems necessary. All such meetings are open to
the public.
Employees of the Department
The Department presently employs 117 employees. Most
employees are classified in cashier, enforcement, meter collec-
tion and meter maintenance functions.
The senior staff personnel employed by the Department are
listed below:
Roger M. Carlton has been the Executive Director of the
Parking System since June, 1981. Mr. Carlton earned an M.B.A.
degree from Georgia State University and has completed the
coursework for a Ph.D. in Administration at the University of
* Mr. Rubin has announced his intention to retire from member-
ship on the Board upon approval and qualification of a suc-
cessor.
- 17 -
86---553:.1
Miami. He came to the Parking System from Dade County, where he
was an Assistant County Manager.
John J. Mulvena recently joined the Department as the Deputy
Director, supervising a portion of the staff and working with
development and construction projects. He holds a Master of
Social Work degree from the University of Pennsylvania. Prior to
joining the Department, Mr. Mulvena was the Director of the
Wilmington, Delaware Parking Authority. He is a board member of
the National Parking Association.
Arthur H. Brawn, Assistant Director for Operations, has been
with the City for 26 years. He is an engineering graduate of the
University of Florida and supervises all new construction and
renovation.
Daniel Morhaim, Assistant Director for Finance, is a Certi-
fied Public Accountant and a graduate of Florida International
University. He joined the Department in September, 1983, after
serving as Comptroller for Stiefel Laboratory Inc. He is the
chief financial officer of the Department.
Karen P. Wilson, Assistant Director for On -Street Operations
in charge of Enforcement and Meter Collection/ Maintenance, began
her work with the Department as Director of Productivity Analy-
sis. Prior to joining the Department, she worked for the City of
Richmond, Virginia Productivity Analysis Unit. Karen holds a
Master of Public Administration degree from Virginia Commonwealth
University.
Timothy L. Phillips, the Assistant Director for Management
Information Systems, is respontible for the installation and
operation of the Department's new garage revenue control sys-
tem. He holds a bachelors degree from the University of
Wisconsin. Mr. Phillips has 15 years of experience in the
parking field. He was previously the Director of Parking and
Transportation for the University of Wisconsin Madison campus.
Lisa Sloat, Assistant Director for Marketing and Community
Relations, joined the Department in January, 1986. She was
previously a Management Productivity Analyst with Dade County.
She holds a masters degree in education from Georgia State
University.
Maggie B. May, Assistant Director for Administrative Serv-
ices, is responsible for the personnel, risk management and
purchasing activities of the Department. She joined the staff
after working in the personnel field for Brunswick Corporation.
Ms. May earned her Master of Administrative Science degree from
Johns Hopkins University.
86-553:..
# .0
Darrell Calvin, Managing Director of Gusman Cultural Center
for the Performing Arts► previously was the Executive Director
of the New Hampshire Performing Arts Center. He brings 20 years
of theater programming experience to the Gusman Center.
Existing Facilities
As of June 1, 1986, the Parking System consisted of 17,664
parking spaces. Although many of these spaces serve the central
business district of the City, important segments of the Parking
System serve the outlying areas of Coconut Grove, Little Havana,
the Civic Center, Jackson Memorial Hospital, Brickell Avenue, the
Design Plaza► the Omni Mall and shopping area and the Edison
Business District. The Board has made a policy decision to
operate throughout the City in order to expand service and to
reduce dependency on downtown economic conditions.
The composition of, and recent changes in► the total number
of spaces contained within the Parking System are reflected in
the following table:
September 30,
June 1,
Category
1981
1982 1983
1984
1985
1986
On -Street Parking Meters
4,368
5,034 6,606
7,206
6,952
6,704
Parking Lots (owned)
3,159
4,393 3,978
4,156
4,446
4,058
Parking Lots (managed)
687
910 1,706
1,691
1,800
1,895
Parking Garages (owned)
1,688
2,457 2,457
2,457
2,457
2,457
Parking Garages (managed)
--
-- 2,550
2,550
2,550
2,550
Metrorail/Surfside (1)(2)
--
-- --
3,161
--
--
Total Spaces (3)
99902
12,794 17,297 21,221
18,205
17,664
(1) In Fiscal Year 83/84 the
Department entered into
an
agreement
with Dade
County, Florida pursuant
to which the Department
agreed to manage the
operations of the
Metrorail Parking System
for Dade
County,
Florida.
Under the agreement, the
Department received
a management
fee
based on
net revenues for the Metrorail
Parking System, but
not to be
less than
$100,000 per year.
Subsequently, Dade County,
Florida
determined that it
would make access
to the
Metrorail Parking
System
free of
charge to
- 19 -
encourage Metrorail ridership. On November 1, 1985, the Department and
Dade County agreed to suspend temporarily the terms of the agreement
until such time as the Metrorail Parking System generated revenues. The
Department and Dade County currently are negotiating to terminate the
agreement.
(2) In Fiscal Year 83/84, the Department assumed collection and maintenance
responsibilities for on -street meter operations in the City of Surfside,
Florida, but subsequently agreed to the termination of this arrangement.
(3) The decline in the total number of spaces from September 30, 1985 to June
1, 1986 is primarily attributable to two occurrences. First, the lease
has expired on a surface lot of approximately 150 spaces formerly
operated by the Department. The Department is negotiating to lease a
comparable lot in the same general area. Second, the Department lost 300
spaces due to on -going construction of the Bayside Specialty Center. To
compensate for the loss of the 300 spaces, the City has agreed to pay the
Department $80,000 per year so long as the Series 1986 Bonds remain
Outstanding. This amount per year equals the gross revenues derived by
the Department from these spaces during Fiscal Year 84/85.
Net Revenues of the Parking System
The following table has been derived from the Department's
audited financial statements for the years ended September 30,
1981 through 1985 and the unaudited financial statements fur-
nished by the Department with respect to the six-month periods
ended March 31, 1986 and 1985. The table sets forth the historic
revenues, expenses and debt service coverage of the Parking
System. The Department's Financial Statements for the Years
Ended September 30, 1985 & 1984 have been set forth in APPENDIX A
to this Official Statement.
- 20 -
Department of off -Street Parking
of the City of Miami, Florida
(1)
($ its stated in 7t ousands)
Available for Debt
Service
six Mmths Ended
Statements
of Net Revenues
30,
Match 31, (tfiaudited)
for Years Ended
Seer
-uM 1981
1982
1983
1984
1985
1986
1985
OPERATING REVENUES:
Off -Street Facilities
$1,197,01i
$1,977,622
$2,400,817
$2,537,007
1,92$,505
$2,521,421
2,218,252
$1,292,554
1`775,296
$I,0 9,930
Parking Lots
901,819
837,469
t,200,216
987,248
i,565,735
1,186,422
1,490,009
1,693,832
35,436
864,029
8$,2I8
On -Street Facilities
Management Fees
10,000
10,000
22,919
194,703
154,102
195,812
171,329
225,480
169,409
156,217
Other
TOTAL
44,433
$2,990,732
79,218
$4,254,304
$5,370,596
$6,3- 05.435
$5r830,314
$3,384j945
$3,458,096
OPERATING EXPENSES(2)
Salaries, Wages and
Fringe Benefits
73$,$53
911,308
1,205,916
$1,990,525
416,876
$2,066,292
501,678
1`114,152 221,96I
1`26Q,366
Repairs and Maintenance
455,59$
129,378
569,827
149:370
72$,982
219,082
242,731
247,57$
135,727
125,917
115,890
119,391
Security
Utilities
146,681
249,022
152,783
52,782
242,731
71,358
247,578
151,687
69.894
64,577
Insurance
46,681
28,284
49,022
30,875
44,745
123,622
209,233
107,050
102,270
Administrative Services
Parking Meter Parts
60,507
265,964
286,342
63,092
5$,927
8,231
7$,231
51,793
41,797
� and Installation
Legal and Professional
89,391
140,535
97,484
93,380
107,974
194,319
69,925
271,139
176,956
176,170
Supplies and Miscellaneous
32,586
124,600
,m,�
1,741,703
2,449,082
2,919,296
$3,453,007
$3,821,948
2,034,613
2,015,766
NC*OPERATING INtow:
Interest Income
65,316
74,980
56,641
$ 284,179
$ 344,577
$ 175,550
$ 179,923
104,422
Current Investments
Restricted Investments
806,490
47$,500
373,262
345,504
244,316
87,511
$ 87IJ806
$$ 5�
$ 429,903
$ 629,683
$ 588,893
$ 263,061
$$ 2 84,,345
NET REVENUES AVAILABLE
$2.3�
$2,881,203
$3,4_ 82,1ll.
$3 5
+'1►6I3,393
$1,726,67
FOR DEBT SERVILE
$2,1
current Debt Service
$1,483,782
$1,481,433
$1,473,702
1.96
1,619,407
1r52203746
--
--
Debt Service Coverage Ratio
1.43
1.59
CA
Footnotes can next page
El
(Footnotes from Table on Preceding Page)
(1) The Statements of Revenues and Expenses of the Department of
Off -Street Parking of the City of Miami, Florida for the
Years Ended September 30, 1985 and 1984 have been examined
by Deloitte Haskins & Sells, Independent Certified Public
Accountants. Their Opinion for the Years ended September
30, 1985 & 1984 appears in APPENDIX A of this Official
Statement. Operating revenues, operating expenses and non -
operating income, as they appear above, for the six months
ended March 31, 1986 and 1985 include, in the opinion of the
Department, all adjustments (consisting primarily of normal
recurring accruals) :ecessary for a fair presentation of
operating revenues, operating expenses and non -operating
income for the respective periods, and are not necessarily
indicative of results to be expected for the entire Fiscal
Year.
(2) Operating Expenses exclude interest and depreciation
expense.
Budgeting Process
The City Charter requires that all budgets, funds and
accounts pertaining to the Department be segregated from all
other budgets, funds and accounts of the City.
The Bond Ordinance provides that on or before the 90th day
next preceding the beginning of each Fiscal Year, the Department
shall prepare a preliminary budget for the ensuing Fiscal Year
for the Parking System in the form of the budget then required by
law and shall file copies of each such preliminary budget with
the Trustee and mail copies to the Parking Consultant.
Each budget shall be prepared in such manner as to specify
Current Expenses and the amounts to be deposited in the various
Funds and Accounts created by the Bond Ordinance during the
Fiscal Year for which such budget was prepared. The budget shall
be accompanied by a pro forma statement of Revenues, Current
Expenses and rates, fees, rentals and charges estimated to be
necessary to meet the requirements of the Bond Ordinance and
shall include or make reference to a Capital Funds Budget that
shows separately the amounts to be deposited in the General
Reserve Account during the Fiscal Year for which the budget is
prepared for the purpose of financing additions, extensions and
improvements to the Parking System and the amounts to be expended
during such Fiscal Year from money in the General Reserve Account
and the Construction Fund.
- 22 -
86 -553:..
On or before the first day of each Fiscal Year, the City and
the Board shall adopt the budget for the Parking System (which
budget together with any amendments thereof or supplements
thereto as hereinafter permitted is herein collectively called
the "Annual Budget"). Copies of the Annual Budget shall be filed
with the Trustee, mailed by the Department to the Parking Consul-
tant, Moody's Investors Service, Inc., Standard & Poor's Corpora-
tion, and each Bondholder requesting the same, and made available
for inspection at the office of the Chief Financial Officer.
If the City and the Board have not adopted the Annual Budget
before the first day of any Fiscal Year, the preliminary budget
for such Fiscal Year or, if there is none, the budget for the
preceding Fiscal Year, shall be deemed to be in force and effect.
The Department prepares monthly financial statements which
are reviewed by the Board. The Department's annual financial
statements are required to be audited by an independent certified
public accountant not later than 120 days after the close of each
Fiscal Year.
Rates and Charges
The Department monitors the daily revenue collections of its
parking garages with a computerized revenue collection system.
Parking lots are monitored with daily revenue reports. Meter
locations are monitored with a newly implemented computerized
analytical system which allows monitoring of meters by zones as
small as a single City block. The Executive Director and the
Parking Consultant (currently Conrad Associates East, Chicago,
Illinois) perform a comprehensive review of the rates and reve-
nues of the Parking System monthly and annually as part of the
budget process. The present policy of the Board is to keep the
rates of the Parking System comparable to similar public and
private facilities.
The chief factors which cause rate changes include: (i) a
change in the demand for a facility and (ii) a change in the
rates charged by nearby similar parking facilities. Parking
meters are removed from unprofitable areas provided such a
removal will not have an adverse effect on an adjacent profitable
facility. Rate changes in all Parking System facilities are made
annually at the beginning of the Fiscal Year. At present, it is
the policy of the Department to establish rates at a level
necessary to ensure a minimum of 1.5X debt service coverage even
though the Department has covenanted in the Bond Ordinance to
maintain a 1.25X debt service coverage.
All rate changes must be submitted to the Board for adop-
tion. Rate changes adopted by the Board must subsequently be
- 23 -
86--553;.
submitted to the City Commission for ratification. The City
Commission delegates to the Board the ability to set rates on an
"experimental basis" for less than one year in order to enable
the Board and Department to react quickly to changing environ-
mental factors and to open new facilities during the Fiscal Year
without the need to amend the rate ordinance.
Anticipated Capital Needs and Financial Plans
In Fiscal Year 83f84, Department staff, consultants in the
financial, legal, management and engineering professions, and the
members of the Board met to establish a program for guiding and
evaluating the long-range growth of the Parking System. From
this process, a statement of six general operational goals
emerged:
° Utilization of parking regulations to improve
traffic flow;
° Orientation of certain Department activities to
support public transit;
° Utilization of Department borrowing capacity and
expertise to support the economic development
goals of the City;
° Expansion of Department activities to support
affirmative action and minority business enter-
prise programs of the City;
° Adoption of a capital plan which ensures suffic-
ient parking to meet the growth of the central
business district and various neighborhoods of
the City; and
° Maintenance of the financial stability of the
Department.
As an integral component of this planning process, the Board
produced in 1984 a Five Year Strategic and Financial Operations
Plan (the "Plan") analyzing the impact of various capital
requirements on the Department, including those expressed by City
officials and those generated through the Department capital
planning process. Projected revenues from major new revenue
producing operational programs were also incorporated in the
analysis to determine the impact on debt service coverage.
Of the five garages projected for development pursuant to
the Plan, the Bayside Garage (1,200 spaces), financed with
proceeds of an issue of industrial development bonds of the City,
- 24 -
86-553: ,.
f F
is scheduled to open in April, 1987. The obligation of the City
to pay such bonds is limited to payments received by the City
from the developer of this parking facility. The Department will
manage the Bayside Garage. The State Cabinet recently approved
the land lease for the Coconut Grove Playhouse Garage (500
spaces), and the Department is preparing a request for proposals
for a public/private joint venture. Upon receipt of an economic-
ally feasible private sector proposal, the Department plans to
incur indebtedness to finance this facility in Fiscal Year 86/87
at an estimated cost of $6.2 million. A feasibility study for a
third garage (Civic Center - 1,000 spaces) has been completed and
the project is on hold. The State of Florida has appropriated
$2.5 million to assist in the development of the fourth garage
located at Municipal Lot No. 10. The fifth garage is being
developed privately.
The Plan projected the construction of five new surface
lots. In actuality, seven surface lots have been completed
during the first two years of the Plan adding a total of 481
spaces to the Parking System.
The Plan proposed the installation of 2,000 on -street meters
over the five year period. While 500 new meters were added
during Fiscal Year 83/84 (principally in the central business
district, Coconut Grove, Omni Mall, Design Plaza, West Flagler
and Southwest First Street areas of the City), new meter instal-
lations have been held in abeyance during Fiscal Year 84/85 and
Fiscal Year 85/86 until procedures which greatly expand citizen
participation and information to City officials can be imple-
mented. These procedures (which include direct mail notification
to all property owners in new meter installation areas, public
hearings and establishment of neighborhood parking advisory
committees) are in place and installation of 425 meters has been
approved by the Board.
With the capital projects outlined in the Plan either com-
pleted, under study or in the final negotiation stages, the Board
has recently updated the Plan. The following table reflects the
Department's reasonable expectation of facilities to be added to
the Parking System through the end of Fiscal Year 1990. Only two
items are expected to result in the incurrence of debt. The
first is the Coconut Grove Playhouse Garage, expected to be
financed in Fiscal Year 86/87 at an estimated cost of
$6,200,000. The second is the Watts land acquisition, anticipa-
ted to be financed in Fiscal Year 86/87 by the issuance of
$2,000,000 of subordinated Parking System revenue bonds in
exchange for said parcel of property.
- 25 -
L
4
Fiscal
Year Location
1986 Off -Street Parking Lots
Other Costs Capital Improvements
Data Processing - Phase I
Communication System
Total
1987 Off -Street Garage Improvements
Off -Street Land Acquisition
Off -Street Parking Lots
Coconut Grove Garage
On -Street Meters
Administrative Office*
Other Capital Improvements
and Feasibility Studies
Data Processing - Phase II
Auto Replacement
Total
Estimated Costs to be Funded By
Excess
Spaces Revenues Debt Other
510 $ 570,000
25,000
725,000
1609000
510 12480,000
552,000
74 475,000 $2,000,000
152 675,000
500 6,200,000
500 175,000
$650,000
632,700
100,000
75,000
1,226 2,6842700 8,200,000 650,000
1988 Off -Street Parking Lots
665
1,341,000
On -Street Meters
500
175,000
Off -Street Land Acquisition
200,000
Administrative Office *
650,000
Total
1,165
197160000 650,000
1989 Off -Street Garage Improvements
500,000
Off -Street Parking Lots
250
510,000
On -Street Meters
500
175,000
Total
750
1,185,000
1990 On -Street Meters
500
175,000
TOTAL
4,151
$7,240,700 $8p200,000 $1,300,000
Administrative office improvements will be funded over two Fiscal Years
from moneys transferred to the General Reserve Account upon and as a result
of the issuance of the Refunded Bonds, plus investment earnings thereon.
- 26 - 6f;-- 553;*,
4W AV
Other Operations
The Department is responsible for management of the 1,700
seat Gusman Center for the Performing Arts (the "Gusman Center")
and the contiguous 40,000 square foot, 10 story Olympia Building
located in downtown Miami. This complex was donated to the City
in 1977 by philanthropist Maurice Gusman. A condition of dona-
tion was that the Department operate the facility as an enter-
prise fund. No revenues of the Department are utilized to
subsidize operations of the Gusman Center or the Olympia
Building. The surplus revenues of the Olympia Building have been
generally sufficient to fund the deficit of the Gusman Center.
The City is responsible for any deficits in the operation of the
Olympia Building and the Gusman Center.
An $8.0 million redevelopment program is in progress whereby
a private developer, Flagler Landmark Associates proposes to
lease the Olympia Building. The proposal by the developer is
under negotiation and will be presented to the City Commission in
September, 1986.
Pension Plan
The Department is the sole sponsor of a defined benefit
pension plan (the "Pension Plan") which covers substantially all
of the eligible full-time employees of the Department, the Gusman
Gusman Center and the Olympia Building. The Pension Plan, effec-
tive since November 14, 1971, requires contributions from
employees at a rate of 6-1/2 percent of their salaries. The
Department's contribution is equal to the remaining amount neces-
sary to fund the Pension Plan adequately. As of September 30,
1985, based on the actuarial valuation, it was determined that
the Pension Plan was overfunded and most of the $112,505 cash
contribution made by the Department in Fiscal Year 84/85 was
recorded as a prepaid expense and used to reduce the cash con-
tribution required to be made by the Department during Fiscal
Year 85/86.
In accordance with the Pension Plan, the Department is
required to fund liabilities of the Pension Plan based upon
actuarial valuations. Certified actuarial valuations of the
Pension Plan are required every three years, although it has been
the policy of the Retirement Board created under the terms of the
Pension Plan to obtain actuarial valuations at the end of each
Fiscal Year.
The actuarially computed present values of accumulated
Pension Plan benefits at September 30, 1985 and 1984 were as
follows:
- 27 -
86 -553'.
C
01
Vested Benefits
Nonvested Benefits
Total
Accumulated Benefits
Net Assets Available
for Benefits
Excess of Net Assets
Available for Benefits
Over Total Accumulated
Benefits
September 30, September 30,
1985 1984
$ 347,551 $ 242,693
473,162 365,816
820,713 608,509
1,006,020 776,689
$ 185,307 $168,180
The Department's pension expense for the Fiscal Years ended
September 30, 1985 and 1984 amounted to $5,000 and $124,000
respectively. Pension expense budgeted for the Fiscal Year
ending September 30, 1986 is $103,200. However, no cash contri-
bution will be required by the Department due to the prepayment
during Fiscal Year 84/85. The Department's policy is to fund
pension costs in the year incurred. The Pension Plan remains
overfunded and the Department has therefore not budgeted any
amounts to be contributed for Fiscal Year 86/87.
LITIGATION
In the opinion of the City Attorney and the General Counsel
of the Department, there is not now pending any litigation res-
training or enjoining the issuance or delivery of the Series 1986
Bonds or the pledging of the Net Revenues and other moneys and
rights pledged under the Bond Ordinance, or questioning or affec-
ting the validity of the Series 1986 Bonds, the Net Revenues or
such other moneys. Neither the creation, organization or exis-
tence nor the title of the present members of the Board, the
Department, the City Commission or other officers - of the City to
their respective offices is being contested. In the opinion of
the General Counsel of the Department, there are no pending or
threatened lawsuits against the Department which could materially
adversely affect the financial position or operations of the
Department or the Parking System.
- 28 -
86-- 553'..
0 0
UNDERWRITING
The Underwriters, for whom William R. Hough & Co. is serving
as Senior Manager, have jointly and severally agreed, subject to
certain conditions precedent contained in a bond purchase con-
tract entered into between the Underwriters and the City, to
purchase all, but not less than all, of the Series 1986 Bonds at
a price representing an aggregate underwriting discount from the
initial public offering prices set forth on the cover page of
this Official Statement equal to %7J % of the aggregate
principal amount of the Series 1986 Bonds and to make a bona fide
public offering of the Series 1986 Bonds at not in excess of such
public offering prices, plus accrued interest. After the initial
public offering, the public offering prices of the Series 1986
Bonds may be changed, from time to time, by the Underwriters.
The Series 1986 Bonds may be offered and sold to certain
dealers (including underwriters and other dealers depositing such
bonds into investment trusts) at prices lower than such public
offering prices, and such public offering prices may be changed,
from time to time, by the Underwriters.
RATINGS
As noted on the cover page of this Official Statement,
Moody's Investors Service, Inc. has given the Series 1986 Bonds
the rating of "A" and Standard & Poor's Corporation has given the
Series 1986 Bonds the rating of "A." Each such rating reflects
only the view of the agency issuing such rating. An explanation
of the significance of such ratings may be obtained from the
rating agency furnishing the same. The Department furnished to
each such agency certain materials and information regarding the
results of its operations and the Series 1986 Bonds. Generally,
rating agencies base their ratings on such materials and
information as well as investigations, studies and assumptions of
the rating agencies. There is no assurance that either such
rating will be in effect for any given period of time or that
either such rating will not be revised downward or withdrawn
entirely by the respective rating agency if, in the judgment of
such agency, circumstances so warrant. Any such downward
revision or withdrawal of either such rating may have an adverse
effect on the market price of the Series 1986 Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
Deloitte Haskins & Sells, Certified Public Accountants, has
verified the accuracy of the mathematical computations of the
adequacy of the United States Obligations to be purchased with a
- 29 -
66--5531*..
0 &
portion of the proceeds of the Series 1986 Bonds, together with
the interest to be earned thereon, to pay the principal of,
premium, if any, and interest due and to become due on the
Refunded Bonds prior to and upon redemption or at their maturity,
as the case may be.
TAX EXEMPTION
In the opinion %of;...Bonda Counsel, under existing law, regu-
lations, rulings and' judicial decisions, the interest on the
Series 1986 Bonds is exempt from Federal income taxation and the
Series 1986 Bonds are exempt from intangible personal property
taxes imposed by Chapter 199, Florida Statutes (1985).
On December 17, 1985, H.R. 3838 was adopted by the United
States House of Representatives, which provides for comprehensive
revisions of the Federal tax system, including modification of
the provisions relating to taxation of interest on bonds issued
by states, local governments and other public bodies. These
modifications would be, in general, effective with respect to
such bonds issued after December 31, 1985. However, in a Joint
Statement dated March 14, 1986, the Chairman and ranking members
of the House Ways and Means Committee and Senate Finance Commit-
tee and the Secretary of the Treasury endorsed a postponement of
the effective dates of certain provisions and restrictions of
H.R. 3838 for certain types of bonds issued before September 1,
1986 (or the date of enactment of tax reform legislation, if
earlier). The Series 1986 Bonds are of the type entitled to such
effective date postponement and interest on the Series 1986 Bonds
would be exempt from Federal income taxation under H.R. 3838 as
adopted by the House of Representatives on December 17, 1985,
with effective dates modified in conformity with the aforesaid
Joint Statement dated March 14, 1986. In the case of property
and casualty insurance companies, however, interest on the Series
1986 Bonds may be subject to an alternative minimum tax during
any period when such Series 1986 Bonds are held by such companies
for taxable years beginning after 1987.
On June 24, 1986, the United States Senate. adopted a tax
reform bill with an amendment in the form of a substitute to H.R.
3838. The Senate bill includes provisions affecting tax-exempt
bonds, but generally would not apply such provisions to bonds
issued prior to the date of the bill's enactment. In the opinion
of Bond Counsel, interest on the Series 1986 Bonds would be
exempt from Federal income taxation under the Senate bill as
adopted on June 24, 1986, except that under the Senate bill,
interest on the Series 1986 Bonds may be subject to an
alternative minimum tax during any period when such Series 1986
Bonds are held by corporations.
- 30 -
86--553" ..
0 0
Bond Counsel are expressing no opinion as to the exemption
of interest on the Series 1986 Bonds from Federal income taxation
if tax legislation is enacted in a form which differs from
H.R.3838, as adopted by the House of Representatives with
effective dates amended to conform with the Joint Statement, or
from the Senate bill as adopted on June 24, 1986.
LEGALITY
All legal matters incident to the validity of the Series
1986 Bonds, including their authorization, issuance and sale by
the City, are subject to the approval of Bryant, Miller and
Olive, P.A. and Sparber, Shevin, Shapo, Heilbronner & Book, P.A.,
Bond Counsel, whose approving opinion (in the form attached
hereto as APPENDIX D) will be printed on the back of each of the
Series 1986 Bonds.
Certain matters will be passed upon for the Underwriters by
their counsel, Greenberg, Traurig, Askew, Hoffman, Lipoff, Rosen
& Quentel, P.A. Certain matters will be passed upon for the City
by Lucia A. Dougherty, Esquire, City Attorney, and for the
Department by Ronald A. Silver, Esquire, General Counsel to the
Department.
FINANCIAL STATEMENTS
The financial statements of the Department for the Years
Ended September 30, 1985 & 1984 and the Auditors' Report thereon
are reproduced herein as APPENDIX A.
FINANCIAL ADVISOR
Shearson Lehman Brothers Inc. is acting as Financial Advisor
to the City and the Department in connection with the issuance of
the Series 1986 Bonds.
MISCELLANEOUS
The excerpts, summaries of or references to the Bond Ordi-
nances, other ordinances and resolutions and certain statutes and
all other documents referred to in this Official Statement do not
purport to be full and complete statements of all matters of fact
relating to the Series 1986 Bonds, the security for and the
source of repayment for the Series 1986 Bonds and the rights and
obligations of the registered owners thereof, and such summaries
and references are qualified in their entirety by reference to
- 31 -
86 -'553:..
a 0
the Bond Ordinance, each such ordinance, resolution, law and
document. Copies of such documents and statutes may be obtained
from the the Department, 190 Northeast Third Street, Miami,
Florida 33132, Attention: Executive Director, Telephone Number
(305) 579-6789; from Shearson Lehman Brothers Inc., 1390 Brickell
Avenue, Suite 200, Miami, Florida 33131, Telephone Number (305)
371-7085; and from William R. Hough & Co., Suite 306, 701 U.S.
Highway No. 1, North Palm Beach, Florida 33408, Attention:
Municipal Finance, Telephone Number (305) 848-8111.
CERTIFICATION CONCERNING OFFICIAL STATEMENT
This Official Statement has been authorized by the City of
Miami, Florida. Concurrently with the delivery of the Series
1986 Bonds, the undersigned will furnish their certificate to the
effect that, to the best of their knowledge, this Official State-
ment did not as of its date, and does not as of the date of deli-
very of the Series 1986 Bonds, contain any untrue statement of a
material fact or omit to state a material fact which should be
included therein for the purposes for which this Official State-
ment is to be used, or which is necessary in order to make the
statements contained therein., in the light of the circumstances
in which they were made, not misleading.
CITY OF MIAMI, FLORIDA
Xavier L. Suarez, Mayor
Leslie Pantin, Sr., Chairman,
Off -Street Parking Board
Roger M. Carlton, Executive
Director, Department of Off -
Street Parking
- 32 -
86 --553:..
r--: rl
L
APPENDIX A
FINANCIAL STATEMENTS FOR THE YEARS ENDED SEPTEMBER 30,
1985 6 1984 AND AUDITORS' REPORT
A-1 86--553:..
Deloi, �►
Haskins —Sells
Cert,fied Public Accountants
AUDITORS' REPORT
One Southeast Third Avenue
Miami, Florida 33131.1787
(305) 35B-4141
Telex: 441521
Chairman and Members of the Off -Street Parking
Board of the City of Miami, Florida:
We have examined the balance sheets of the Department of
Off -Street Parking of the City of Miami, Florida (the
"Department") as of September 30, 1985 and 1984 and the
related statements of revenues and expenses, of changes in
fund equity, and of changes in financial position for the
years then ended. Our examinations were made in accordance
with generally accepted auditing standards and, accord-
ingly, included such tests of the accounting records and
such other auditing procedures as we considered necessary
in the circumstances.
In our opinion, such financial statements present fairly
the financial position of the Department at September 30,
1985 and 1984 and the results of its operations and the
changes in its financial position for the years then ended,
in conformity with generally accepted accounting principles
applied on a consistent basis.
DELOITTE HASKI�NS F SELLS
November 22, 1985
DEPARTMENT OF OFF-STREEr PARKING
OF Till: CITY OF MIAM1, FLORIDA
BALANCE SHEETS S1:PrEMBER 30 198S AND 1984
ASSETS
CURRENT ASSETS:
Equity in pooled cash
Investments
Accounts receivable
Due from other governments
Inventories
Prepaid expenses and other current assets
Total current assets
RIitiTRICTED ASSETS:
Cash
Investments
total restricted assets
PROPERTY AND EQUIPMENT:
Land
Huildings and structures
Leasehold improvements
Furniture and fixtures
Equipment
Less accumulated depreciation
Depreciable property - net
Construction in progress
Total property, plant and equipment
OWER ASSETS:
Rental advances on leased lots
Unamortized debt issue costs
Tntal other assets
TO rAL
NOTES 198S 1984
s 1.0g4.S67 s 134.SZR
2 2,RZ0,70R 3.344,230
118.759 108.01)5
102,760 62,314
2 110,79S 114,R94
Z76,264 RZ,707
2
170 40Z
Z Zm6 7 84Z 2E517 .`R311
2
2
2,3
See accompanying notes to financial statements.
W
t
C%{
CA
W
2.504,23S
14,620,899
3,114,366
77,419
3,483.09S
(6 359 223)
I/'44i1,7.0T
1ZTSAi,-5if4
2,504,235
14.411,170
3,006,R42
44.052
3,323,75S
(s.491.098)
1 �.nln,ylo
,ll/ 147.'743
366.467
11
Z4
24 32a�A0
LIABILITIES AND FIINn EQUi rY
CURRENT LIABILITIES,
Accnnnts payable and accrued liabilities
Current portion nr lease nbligatinn
Deposits
Due to other Rovernments
Deferred revenues
'rotat current liabilities
CURRENT LIAniLiTIF.S PAYABLE FROM
RESTRICTED ASSE'rS:
Current portion of bonds payable
Interest payable
Total current liabilities payable from
restricted assets
LONG-TERM DEBT:
Bonds payable - net of current portion
Less unamortized bond discount
Long-term debt - net
FUND EQUITY:
Reserve for restricted assets
Retained earnings
Total fund equity
TOTAL
NOTES 17R5 1944
$ 373,4Z6 4 746,675
R.02i
39,R69 34.i52
22,
404.748 45n
3 160,000 155.nDn
6R0,074 6R4,724
R40,074 239,7T.1
S IS s45,1100 13 7115,000
(171 ZSZ) f3R7 425)
�Ti 73, TT8-1TTI7, 57C
2 I.R17.76R 1,679.106
R 736 322 7 734 66
— I S54.4,36 'I T.7, 7'
25 3R5 165 24 R37*
0 0
DEPARTMENT OF OFF-STREET PARKING
OF THE CITY OF MIAMI, FLORIDA
STATEMENTS OF REVENUES AND EXPENSES
FOR THE YEARS ENDED SEPTEMBER 30 1985 AND 1984
OPERATING REVENUES:
Off-street facilities
Parking lots
On -street facilities
Management fees
Other
Total
OPERATING EXPENSES:
Salaries, wages and fringe benefits
Repairs and maintenance
Security
Utilities
Insurance
Administrative services
Parking meter parts and installation
Legal and professional
Printing and supplies
Special assessment
Rentals
Other
Total
OPERATING INCOME BEFORE DEPRECIATION
DEPRECIATION
OPERATING INCOME
j NONOPERATING REVENUES (EXPENSE):
Interest income:
Current investments
Restricted investments
Disposal of property
Amortization of advance rental
Interest expense
Total
INCOME BEFORE EXTRAORDINARY ITEM
EXTRAORDINARY ITEM - Gain on
1983 debt refinancing
NET INCOME
NOTES
1,4
N
2
1985
$ 2,521,421
2,218,252
1,693,832
171,329
225.480
6,830,314
2,066,292
501,678
247,578
245,489
151,687
209,233
58,927
69,925
74,963
75,065
55,579
65,532
3,821,948
3,008,366
1984
$ 2,537,007
1,928,505
1,490,009
154,102
195,812
6,305,435
1,990,525
416.876
242,731
242,510
71.358
123.622
63,092
107,974
107,612
22,787
63,920
3,453,007
2,852,428
(878,215) (769,163)
2,130,151
344 .577
244,316
5 , 514
(200,117)
(1,383,122)
(988,832)
1,141,319
3
$ 1,141,319
See accompanying notes to financial statements.
2,083,265
284,179
345,504
5,178
(161,180)
(1,489,242)
(1,015,561)
1,067,704
799,966
F�flr��
a_,} BC""553...
DEPARTMENT OF OFF-STREET PARKtNG
OF THE CITY OF MIAMI, FLORIDA
STATEMENTS OF CHANGES IN FUND EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 198S AND 1984
y BALANCES - SEPTEMBER 30, 1983
v
NET INCOME - YEAR ENDED SEPTEMBER 30, 1984
NET DECREASE IN RESERVE FOR RESTRICTED ASSETS
BALANCES - SEPTEMBER 30, 1984
NET INCOME - YEAR ENDED SEPTEMBER 30, 1985
NET INCREASE IN RESERVE FOR RESTRICTED ASSETS
BALANCES - SEPTEMBER 30, 198S
See accompanying notes to financial statements.
CA
G1
W
RESERVE FOR
RESTRICTED
RETAINED
NOTES ASSETS
EARNINGS
TOTAL
$ 3,164,755
$4,380,346
s 7,S45,101
1,867,670
1,867,670
2 (1,486,649)
114869649
1,678,106
7,734,665
9,412,771
1,141,319
1,141,319
2 139,662
(139,662)
S 1, 817_768
S8_73¢� 322
0 554 090
E
DEPARTMENT OF OFF-STREET PARKING
OF 'THE CITY OF MIAMI. FLORIDA
STATEMENTS OF CHANGES IN FINANCIAL POSITION
FOR THE YEARS ENDED SEPTEMBER 30, 198S AND 1984
1985
1984
SOURCES OF WORKING CAPITAL:
Operations:
Income before extraordinary item
$1,141,319
$ 1,067,704
Items not requiring (providing) current outlay of working capital:
Depreciation
878,215
769,163
Amortization of rental advances
200,117
161,180
Amortization of bond discount and issue costs
ZZ,57S
ZI,885
Loss (gain) on disposal of property
(5 S14)
(5 178)
Working capital before extraordinary item
—Z�3b,IIZ
'54
Extraordinary item - gain on debt refinancing
799,966
Working capital provided from operations
_Z_1T3 =1
Other sources of working capital:
Decrease in restricted assets - net
1,486,649
Decrease in receivable from Miami -Dade Community College
46,760
Decrease in other assets
Z5,071
(Increase) decrease in debt issue costs
(62,191)
Additions to long-term debt
13 705,000
Total
���
109
c
USES OF WORKING CAPITAL:
Property additions - net
506,967
1,510,893
Rental advances on leased lots
308,481
78,493
Retirement of long-term debt
160,000
14,110,000
Increase in bond discount
1Z4,613
Decrease in lease obligations
8,023
Increase in restricted assets - net
139 66Z
'Total
1,�llu
—15,83Z,OT7
NET INCREASE IN WORKING CAPITAL
tl_IZI.60.Z
3 2.183_947
NET INCREASE (DECREASE) IN WORKING CAPITAL:
Cash
$ 960,039
(S9,076)
Investments
(523,SZZ)
2,598,471
Accounts receivable
10,754
39,149
Due from other governments
40,446
24,741
Inventories
(4,099)
32,100
Prepaid expense and other current assets
193,557
79,671
Accounts payable and accrued liabilities
373,249
(453,899)
Current portion of lease obligation
8,023
(8,023)
Deposits
(5,517)
(1,267)
Due to restricted assets
9,970
Due to other governments
22,536
(Z1,767)
Deferred revenues
46,136
(56.074)
NET INCREASE IN WORKING CAPITAL
11.1� 21.60Z
Z.183.997
V1
Ul
See accompanying notes to financial statements.
0
s
0
DEPARTMENT OF OFF-STREET PARKING
OF THE CITY OF MIAMI, FLORIDA
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED SEPTEMBER 30, 1985 AND 1984
I. GENERAL
Description - The Department of Off -Street Parking of the City
of Miami (the "Department") is an agency and instrumentality of
the City of Miami, Florida, which owns and operates parking
facilities in the City. The five -member Off -Street Parking
Board (the "Board") exercises supervisory control over the
operations of the Department. The City Commission (the
"Commission") has reserved the right to establish and fix rates
and charges for parking services and the power to issue revenue
bonds. All other duties have been vested in the Board.
The Board also exercises administrative control over the opera-
tions of the Maurice Gusman Cultural Center and the Olympia
Building which are properties of the City. Such operations are
separately accounted for by the Board under the title of the
"G&0 Enterprise Fund" and are not included in these financial
statements. In the event that operating revenues of the G&0
Enterprise Fund are not sufficient to cover its operating
expenses, the Department or the City will provide any necessary
cash requirement. Cash needs funded by the Department are
reimbursed by the City of Miami in accordance with City
Ordinance 8435.
In addition, the Department manages, under separate management
agreements, the operations of the Downtown Government Center
Garage and the World Trade Center Garage for the City of Miami
and the Metrorail Parking System for Metropolitan Dade County.
Under the terms of the agreements, the Department receives a
management fee based on a percentage of gross revenues for each
City garage, and a management fee based on net revenues for the
Metrorail parking system but not to be less than $100,000 per
year. On November 1, 1985, the County reached an agreement with
the Department to temporarily discontinue the services provided,
until such time as the Metrorail system generates revenues from
parking services.
Basis of Presentation - The Department is an enterprise fund of
the City of Miami. An enterprise fund is used to account for
the financing of services to the general public where all or
most of the costs involved are paid in the form of charges to
users of such services.
4-7
ft
ft
Budget Requirements - Pursuant to the City Charter and Ordinance
9618 of the City of Miami (the "Ordinance"), the Department is
required to prepare and submit an annual operating budget for
approval by the Commission. The Department's budgeting process
is based on estimates of revenues and expenses which are
approved by the Board prior to submission to the Commission.
Unexpended operating appropriations lapse at year end.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of the Department's significant
accounting policies:
Basis of Accounting - The Department utilizes the accrual basis
of accounting. Under the accrual basis, revenues are recorded
when earned and expenses are recorded when obligations are
incurred or when benefits are received.
Investments - Investments consist primarily of U. S. Treasury
obligations and certificates of deposit. Investments are
carried at cost plus accrued interest which approximates market
value.
Restricted Assets and Reserves - Assets required to be segre-
gated pursuant to the Ordinance are identified as restricted
assets and offsetting reserves are established by charges to
retained earnings.
Restricted assets at September 30, 1985 represent monies
required to be restricted under the terms of the outstanding
bond agreement.
The composition of the restricted assets is as follows:
Debt service
Reserve account
Renewal and replacement
Total
$ 840.074
1,617,768
200,000
$2.657,842
Inventories - Inventories consist primarily of parking meter
parts which are accounted for on the first -in, first -out method
and are carried at the lower of cost or market.
Property and Depreciation - Property is recorded at cost.
Expenditures for minor renewals and betterments are expensed
when incurred. Major renewals and betterments are treated as
property acquisitions.
A-6 86-553:._
a
a
Depreciation on property is provided using the straight-line
method. Depreciable lives are as follows:
Parking garages 40 years
Leasehold improvements 5-20 years
Furniture and fixtures 10 years
Equipment 4-10 years
When property is disposed of, the related cost and accumulated
depreciation are removed from the accounts and gains or losses
are reflected in net income.
Rental Advances on Leased Lots - The Department leases certain
parking facilities from Dade County and the City of Miami.
Pursuant to the lease agreements, the Department advanced to
Dade County and the City of Miami $680,771 of rentals for the
construction cost of these facilities. These rental advances
are recovered by the Department from the net income generated by
the parking facilities and, accordingly, are amortized at the
same rate. Upon all advanced rentals being recovered by the
Department, subsequent income is shared by negotiated formulas.
During the year ended September 30, 1985, the following activity
occured in rental advances on leased lots:
Balance at September 30, 1984
Advances
Repayment
Balance at September 30, 1985
$ 366,46,
290,147
(181,783)
$ 474.831
Discounts and Bond Issue Costs - Discounts and bond issue costs
on the revenue bonds are amortized using the straight-line
method over the maturity of the related issue.
Pension Plan - The Department maintains a contributory pension
plan covering substantially all of its eligible full-time
employees. See Note 4 for details of pension costs and
actuarial data.
Reclassifications - Certain amounts in the 1984 financial state-
ments have been reclassified to conform to the 1985 presentation.
3. LONG-TERM DEBT
The City has authorized and issued revenue bonds on behalf of
the Department. The principal and interest of the revenue bonds
are payable solely from the revenues of the parking facilities.
On October 25, 1983, the Department issued $13,860,000 of the
City of Miami, Florida, Parking System Revenue Bonds, Series
1983 (the "Series 1983 Bonds"). The proceeds from the sale of
the Series 1983 Bonds, together with other amounts, were used to
��J
defease the previously outstanding bonds. During the year ended
September 30, 1984, the defeased bonds were removed from the
balance sheet and an extraordinary gain of $799,966 was recog-
nized. At September 30, 1985, $13.930,000 of the defeased bonds
remain outstanding.
A summary of the Series 1983 Bonds and the related maturities is
as follows:
Year ending:
1986 $ 160,000
1987 175,000
1988 185,000
1989 200,000
1990 215,000
Thereafter 12,770,000
Total 13,705,000
Less unamortized bond discount (371,282)
Total 13.333.7
Range of interest rates 6.5% - 10.375%
;? Under the terms of the Bond Ordinance, the City and the
Department are required, among other things, to establish rates
-4, and collect fees and charges which will be sufficient at all
times to (a) pay the cost of maintaining and operating related
;! assets, (b) pay the principal and interest requirements of the
outstanding revenue bonds and (c) create and maintain specified
reserves for such purposes.
No Department assets are pledged to collateralize any of the
outstanding debt. Under the terms of the Bond Ordinance, the
Parking System Revenue Bonds do not constitute an obligation of
the City or a pledge of the faith and credit of the City.
4. PENSION PLAN
The Department is the sole sponsor of a pension plan (the
"Plan") which covers substantially all of the Department's and
the G&0 Enterprise Fund's eligible full-time employees. A
retirement board has been established to administer the Plan.
The Plan was effective November 14, 1971 and requires contri-
bution from the employees at a rate of 6-1/2% of salary. The
Department's contribution is equal to the remaining amount
necessary to adequately fund the Plan.
In accordance with the Plan, the Department is required to fund
liabilities of the Plan based upon actuarial valuations. Actu-
arial valuations of the Plan are required every three years,
although it has been the policy'of the retirement board to
obtain such valuations at the end of each fiscal year.
0
The Department's pension costs for the years ended September 30.
1985 and 1984 amounted to $5,000 and $124,000, respectively.
The decrease in expense results from overfunding of the Plan in
previous years. The actuarially computed present value of
accumulated plan benefits at September 30, 1985 and 1984 was as
follows:
1985 1994
Vested $347,551 $242,695
Nonvested 473,162 365.816
Total a�.� QLL509
Net assets available for benefits as of September 30, 1985 anJ
1984 were approximately $1,006,000 and $780,000, respectively.
The assumed rate of return used in determining the actuarial
present value of accumulated plan benefits was seven per cent.
ri,-1 1
a
0
APPENDIX B
SUMMARY OF THE BOND ORDINANCE
B-1
86-55 ;'.
a
El
SUMMARY OF THE BOND ORDINANCE
The following are excerpts of certain portions of Ordinance
No. 10115 (the "Bond Ordinance") and summaries of certain other
portions of the Bond Ordinance, to which reference is made for
further information.
Definitions
"Accreted Value" means, the value specified in any Series
Ordinance for any date or dates specified in such Series Ordi-
nance as the Accreted Value with respect to any Capital Apprecia-
tion Bonds. If such date of calculation shall not be specified
in such Series Ordinance, "Accreted Value" shall mean a portion
of the difference between the Accreted Value as of the immedi-
ately preceding date specified in such Series Ordinance and the
Accreted Value of the immediately succeeding date specified in
such Series Ordinance calculated based on the assumption that
accreted value accrues during any period in equal daily amounts
on the basis of a year of twelve 30-day months.
"Additional Bonds" means the Bonds of the City authorized to
be issued under Sections 209, 210 and 211 of the Bond Ordinance.
"Additional System Facilities" means (a) any parking garages
and off-street parking facilities and on -street parking meters
that are not a part of the Parking System as of the date of the
Bond Ordinance, including all land, buildings, structures, equip-
ment and appurtenances constituting a part thereof, (b) all
enlargements of and improvements and additions to any existing or
future buildings and structures that constitute the Parking
System, and (c) all renewals and replacements of any of the fore-
going, which parking garages, off-street parking facilities,
enlargements, improvements, additions, renewals and replacements
are financed as a whole or in part through the issuance of Addi-
tional Bonds or with money held in the General Reserve Account.
"Appreciated Value" shall mean the value specified in any
Series Ordinance for any date or dates specified on such Series
Ordinance as the Appreciated Value with respect to any Capital
Appreciation and Income Bonds. If such date of calculation shall
not be specified in such Series Ordinance, "Appreciated Value"
shall mean a portion of the difference between the Appreciated
value as of the immediately preceding date specified in such
Series Ordinance and the Appreciated Value as of the immediately
succeeding date specified in such Series Ordinance calculated
based upon an assumption that Appreciated Value accrues during
any period in equal daily amounts on the basis of a year of
t:aelve 30-day months. As of any date of calculation on and after
1:'-,e Interest Commencement Date, the "Appreciated Value" shall
...ear. the Appreciated Value on the Interest Commencement Date.
B-2
{
"Average Annual Principal and Interest Requirements" meanE
the total amount of Principal and Interest Requirements to become
due on all Bonds divided by the total number of years for which.
such Bonds are deemed to be Outstanding.
"Board" means the Off -Street Parking Board of the City of
Miami created by the City Charter.
"Bondholder" or "Holder" or "Owner" or any similar term
means the holder or registered owner of any Bond Outstanding.
"Capital Appreciation Bonds" shall. mean those Bonds as to
which interest is compounded periodically on each of the appli-
cable periodic dates designated for compounding and payable in an
amount equal to the then current Accreted Value only at the
maturity, earlier redemption or other payment date, all as so
designated by a Series Ordinance.
"Capital Appreciation and Income Bonds" shall mean any Bonds
as to which accruing interest is not paid prior to the specified
Interest Commencement Date and is compounded periodically on
certain designated dates prior to the Interest Commencement Date
for such Series of Capital Appreciation and Income Bonds, all as
so designated by a Series Ordinance.
"Capital Funds Budget" for any Fiscal Year means the amount
estimated by the Board to be necessary for the extension,
improvement, enlargement, renewal, or replacement of the Parking
System, whether the same a, to be commenced, continued, or
completed during such Fiscal it or thereafter.
"Chief Financial Officer" means the Chief Financial Officer
of the Department or his designee or the officer succeeding to
the Chief Financial Officer's principal functions.
"Cost" as applied t-) any Additional System Facilities
financed with Bonds or other available funds, means, without
intending thereby to limit or restrict any proper definition of
such word under law, all items of cost set forth in the Bond
Ordinance.
"Department" means the Department of Off -Street Parking of
the City of Miami created by the City Charter or the department,
board or body succeeding to such Department by whatever name at
the time given to such Department by the City Charter and 'having
jurisdiction over or control of the Parking System.
"Depositary" means any bank or trust company duly authorized
by law to engage in the banking business and selected by the
Board as a depositary of money under the Bond Ordinance.
B-3
86--553:..
"Director" means the Executive Director of the Department,
the officer succeeding to his principal functions, or such other
individual who from time to time is designated in writing by the
Chairman of the Board to perform the duties of the Director.
"Fiscal Year" means the period commencing on the first day
of October in any year and ending on the last day in September of
the following year, unless the Trustee is notified in writing by
the Director of a change in such period, in which case the Fiscal
year shall be the 12-month period set forth in such notice.
"Government Obligations means (i) direct obligations of, or
obligations the payment of the principal of and the interest on
which is guaranteed by, the United States of America or (ii) any
bonds or other obligations of any state or governmental unit
thereof which are rated at such time in the then highest rating
category of two or more nationally recognized municipal rating
agencies, which are fully secured as to principal and interest
and redemption premium, if any, by a fund consisting only of cash
or bonds or other obligations of the character described in
clause (i) of this definition and which are not callable at the
option of the obligor prior to maturity or as to which
irrevocable notice has been given by the obligor to call such
bonds or obligations on the date specified in the notice.
"Interest Commencement Date" means, with respect to any
particular Capital Appreciation and Income Bonds, the date
specified in the Series Ordinance authorizing such Capital
Appreciation and Income Bonds after which interest accruing on
such Capital Appreciation and Income Bonds shall be payable on
the dates specified in such Series Ordinance.
"Interest Payment Date" means the interest payment dates
applicable to a Series of Bonds as specified in the Series
Ordinance with respect to such Series of Bonds.
"Interim Indebtedness" means indebtedness of the City or the
Board payable from Revenues which (a) has a final maturity not
more than sixty (60) months after the date it is incurred, (b) is
designated as Interim Indebtedness by the City or the Board,
which the City intends to refinance from the proceeds of Bonds
within such sixty (60) month period, and (c) meets the require-
ments of the Bond Ordinance.
"Investment Obligations" means any investment authorized
pursuant to the laws of the State of Florida.
"Net Proceeds" means the gross proceeds derived from insur-
ance or as an award arising from eminent domain, less payment of
attorneys' fees and expenses properly incurred in the collection
of gross proceeds.
B-4
86-553"-
a
"Operations and Maintenance Requirement" means as of the
date of determination 1/6 of the amount shown by the Annuli:
Budget as Current Expenses for the then current Fiscal Year.
"Option Bonds" means Bonds subject to tender for payme-
prior to their maturity at the option of the Holder thereof.
"Outstanding" when used with reference to Bonds means, as of
a particular date, all Bonds theretofore issued under the Boric
Ordinance except:
(1) Bonds theretofore canceled by the Trustee or deliverer
to the Trustee for cancellation;
(2) Bonds for the payment of which money, Government Ob'-i-
gations, or a combination of both, in an amount sufficient to pay
on the date when such Bonds are to be paid or redeemed the
Redemption Price of and the interest accruing to such date on the
Bonds to be paid or redeemed, have been deposited with the Trus-
tee or the Paying Agents in trust for the Holders of such Bonds;
Government Obligations shall be deemed to be sufficient to pay or
redeem Bonds on a specified date if the principal of and the
interest on such Government Obligations, when due, will be suffi-
cient to pay on such date the Redemption Price of, and the inter-
est accruing on, such Bonds to such date; and
(3) Bonds in exchange for or in lieu of which other Bond-z
have been authenticated and delivered pursuant to the Bonr
Ordinance.
"Parking Consultant" means any engineer, engineering firm,
firm of certified public accountants, parking consulting firm c:
corporation, or other qualified person, firm or corporation c-f
favorable repute for skill and experience in performing the
duties for which it is employed by the Board under the Bonc
Ordinance.
"Parking System" means the real property and parking garages
and off-street parking facilities presently owned and operated by
the Board; the on -street parking meters installed at any time at:
or near the curbs of the street within the jurisdiction of the
Department (subject to removal or relocation as provided in the
Bond Ordinance); and any Additional System Facilities and any
parking garages and off-street parking facilities added to the
Parking System pursuant to the Bond Ordinance.
"Principal and Interest Requirements" means the respective
amounts which are required in each Fiscal Year to provide (a) f^r
paying the interest on all Bonds then Outstanding which is pay-
able in such Fiscal Year, (b) for paying the principal of all
Serial Bonds and Term Bonds then Outstanding which is payable in
such Fiscal Year, and (c) the Sinking Fund Requirement for ail
Term Bonds then Outstanding for such Fiscal Year.
B-5
0
With respect to Variable Rate Bonds, the interest rate used
to calculate Principal and Interest Requirements shall be assumed
to be one hundred ten percent (110%) of the greater of the Bond
Buyer "20 Bond Index" published immediately preceding the date of
such calculation. With respect to Option Bonds, the date or
dates of tender shall be disregarded, unless actually tendered
and not remarketed, and the stated maturity dates thereof shall
be used for purposes of this 'calculation, if such Option Bonds
are required to be paid from the Net Revenues hereunder on such
date of tender.
"Redemption Price" means the principal amount of a bond
called for redemption plus the applicable premium, if any,
payable upon redemption thereof in the manner provided by the
Bond Ordinance.
"Renewal and Replacement Account Requirement" for any Fiscal
Year means that amount established as such from time to time by
the Board, which amount shall not be less than $150,000, or such
greater amount as the Parking Consultant certifies is necessary
for the purposes of the Renewal and Replacement Account for such
Fiscal Year.
"Serial Bonds" means Bonds of any Series that are designated
as such in the Series Ordinance for such Series.
"Series" means any series of Bonds issued at any one time
under the provisions of the Bond Ordinance.
"Series Ordinance" means collectively the ordinances and
resolutions of the City Commission that are adopted prior to the
issuance of any Series of Bonds under the Bond Ordinance, includ-
ing the resolution of the City Commission prior to the issuance
of the Series 1986 Bonds. The Series Ordinance shall (a) deter-
mine the details of the Bonds of such Series, including, among
other things, the date thereof, the rates of interest payable
thereon, the maturity dates thereof, the Sinking Fund Require-
ments therefor, the redemption provisions relating thereto, and
the Paying Agents therefor, (b) designate which Bonds are Serial
Bonds, Term Bonds, Capital Appreciation Bonds, Capital Apprecia-
tion and Income Bonds and/or Option Bonds, (c) provide for the
application of the proceeds of the Bonds to which such Series
Ordinance relates, (d) provide the Accreted Value of Capital
Appreciation Bonds and the Appreciated Value and Interest Com-
mencement Date of Capital Appreciation and Income Bonds and (e)
any other necessary or desirable provisions not inconsistent or
in conflict with the provisions of the Bond Ordinance.
"Short Term Indebtedness"
more than 365 days after it is
accounts payable and accrued
Expenses.
means indebtedness maturing not
incurred, but shall not include
liabilities relating to Current
B-6
86~553"..
"Sinking Fund Date" means, with respect to Term Bonds of any
Series, the annual date on which such Term Bonds are to be
redeemed in accordance with the Series Ordinance.
"Sinking Fund Requirement" means, with respect to Term Bonds
of any Series and for any Fiscal Year, the principal amount fixed
in the Series Ordinance or computed as hereinafter provided for
the retirement of such Term Bonds of any Series by purchase prior
to, or redemption in such Fiscal Year. The aggregate amount of
such Sinking Fund Requirements for the Term Bonds of each Series,
together with the amount due upon the final maturity of such Term
Bonds, shall be equal to the aggregate principal amount of the
Term Bonds of such Series. The Sinking Fund Requirements for the
Term Bonds of the same maturity of each Series shall begin in the
Fiscal Year determined in accordance with the provisions of the
Series Ordinance for such Series and shall end with the Fiscal
Year immediately preceding the maturity of such Term Bonds (such
final installment being payable at maturity and not redeemed).
If on or before the 45th day next preceding any date cn
which Term Bonds are to be retired pursuant to the Sinking Fund
Requirement, the Department delivers to the Trustee, or the
Trustee applies money in the Sinking Fund Account to the purchase
of, Term Bonds required to be redeemed on such date, the Depart-
ment shall receive a credit against amounts required to be
transferred from the Sinking Fund Account on account of such Term
Bonds in the amount of 100% of the principal amount of any such
Term Bonds delivered to the Trustee or so purchased by the
Trustee. Any principal amount of such Term Bonds so delivered to
the Trustee or purchased by the Trustee that is in excess of the
principal amount required to be redeemed on such date shall be
credited against and reduce future Sinking Fund Requirements and
future payments on term Bonds at maturity in such manner as shall
be specified in a certificate of the Chief Financial Officer
filed with the Trustee pursuant to the Bond Ordinance or, if no
such certificate is filed, in the inverse order of the scheduled
retirement of such Term Bonds.
If in any Fiscal Year the Department fails to deliver to the
Trustee an amount equal to the Sinking Fund Requirement for such
Fiscal Year, the Sinking Fund Requirement for the subsequent
Fiscal Year shall be increased by the amount of the deficiency.
It shall be the duty of the Trustee, on cr before the 15th
day of October in each Fiscal Year, to recompute, if necessary,
the Sinking Fund Requirement for such Fiscal Year and all subse-
quent Fiscal Years for the Term Bonds Outstanding of each
Series. The Sinking Fund Requirement for such Fiscal Year as so
recomputed shall continue to be applicable during the balance of
such Fiscal Year and no adjustment shall be made therein by
reason of Term Bonds purchased or redeemed or called for redemp-
tion during such Fiscal Year.
B-7
Ob
If any Term Bonds of the same maturity of any Series are
paid or redeemed by operation of the Redemption Account, the
Trustee shall reduce future Sinking Fund Requirements therefor by
an amount equal to the principal amount of such Term Bonds paid
or redeemed in such manner as shall be specified in a certificate
of the Chief Financial Officer filed with the Trustee pursuant to
Section 510 of the Bond Ordinance or, if no such certificate is
filed, in the inverse order of the scheduled retirement of such
Term Bonds.
"Special Purpose Facilities" means any facility permissible
under the laws of the State of Florida, including but not limited
to parking facilities.
"Subordinated Debt" means the subordinated indebtedness of
the City or the Department permitted under the terms of the Bond
Ordinance.
"Term Bonds" means the Bonds of any Series that are designa-
ted as such in the Series Ordinance for such Series.
The following are summaries of certain portions of the Bond
Ordinance.
Redemption
The Bonds issued under the Bond Ordinance will be subject to
redemption as a whole at any time or in part on any Interest
Payment Date upon payment of 100% of the principal amount of the
Bonds to be redeemed, plus interest accrued to the redemption
date, if the Department exercises its option to redeem the Bonds
pursuant to Section 710 of the Bond Ordinance.
The Trustee must select the Bonds or portions thereof to be
redeemed in accordance with Section 510 of the Bond Ordinance and
the Series Ordinance relating to such Bonds.
Except for a redemption of Bonds in accordance with the
Sinking Fund Requirements therefor, on or before the date upon
which Bonds are to be redeemed the City will deposit with the
Trustee money or Government Obligations, or a combination of
both, that would be sufficient to pay on the redemption date the
Redemption Price of and interest accruing on the Bonds to be
redeemed to such redemption date. On the date fixed for redemp-
tion, notice having been mailed or published in the manner and
under the conditions provided in the Bond Ordinance, the Bonds or
portions thereof called for redemption will be due and payable at
the redemption price provided therefor, plus accrued interest to
such date. If money or Government Obligations, or a combination
of both, sufficient to pay the Redemption Price of the Bonds or
portions thereof to be redeemed plus accrued interest thereon to
the date of redemption are held by the Trustee or by the Paying
B-s 86-- 553:.
Agents in trust for the Holders of the Bonds to be redeemed,
interest on the Bonds or portions thereof called for redemption
will cease to accrue; such Bonds or portions thereof will cease
to be entitled to any benefits or security under the Bond Ordi-
nance or to be deemed Outstanding; and the Holders of such Bonds
or portions thereof will have no rights in respect thereof except
F to receive payment of the Redemption Price thereof plus accrued
interest to the date of redemption. Bonds and portions of Bonds
for which irrevocable instructions to pay on one or more speci-
fied dates or to call for redemption at the earliest redemption
date have been given to the Trustee in form satisfactory to it
will not thereafter be deemed to be Outstanding under the Bond
Ordinance and will cease to be entitled to the security of or
have any rights under the Bond Ordinance, and the Holders will
k have no rights in respect to the same other than to receive pay-
ment of the Redemption Price thereof and accrued interest
thereon, to be given notice of redemption in the manner provided
in the Bond Ordinance, and to receive Bonds for any unredeemed
portions of Bonds if money or Government Obligations, or a combi-
nation of both, sufficient to pay the Redemption Price of such
Bonds or portions thereof, together with accrued interest thereon
to the date upon which such Bonds are to be paid or redeemed, are
held in separate accounts by the Trustee or the Paying Agents in
trust for the Holders of such Bonds.
Revenues and Funds
The Bond Ordinance creates the Construction Fund, the Bond
Fund and the Parking System Fund, moneys deposited to which will
be held in trust and, pending application as provided in the Bond
Ordinance will be subject to a lien and charge in favor of the
Bondholders. The Bond Fund will be held by the Trustee. The
Parking System Fund and the Construction Fund will be held by the
Department in a Depositary.
Construction Fund
The Bond Ordinance creates within the Construction Fund the
Additional Facilities Account and the Proceeds Account. The
proceeds of Additional Bonds issued to pay the cost of construc-
tion of Additional System Facilities will be deposited to the
credit of the Additional Facilities Account and applied to the
payment of the Cost of Additional System Facilities. The Net
Proceeds of insurance or from eminent domain proceedings desig-
nated for use in the repair or replacement of the Parking System
will be deposited to the credit of the Proceeds Account and
applied to the payment of the cost of repairing or replacing the
Parking System. Payments from the Construction Fund will be made
only upon receipt of the necessary requisitions.
B-9
;j
U
Application of Money in Interest and Principal Accounts
Not earlier than the first business day next preceding each
Interest Payment Date or date upon which Bonds are to be
redeemed, the Trustee will withdraw from the Interest Account and
remit by mail to each owner of Bonds the amounts required for
paying interest on such Bonds when due and payable. Not earlier
than the business day next preceding each October It the Trustee
will withdraw from the Principal Account and set aside the amount
necessary to pay the principal of all Serial Bonds at their
respective maturities.
Any moneys set aside for the payment of Bonds and that
remains unclaimed by the Holders for a period of two years after
the date on which such Bonds have become payable will be paid to
the Department or to such officer, board or body, as may then be
entitled by law to receive the same. Thereafter, the Holders may
look only to the Department or to such officer, board or body for
payment and then only to the extent of the amounts so received,
without any interest thereon, and the Trustee will have no
responsibility with respect to such money.
Application of Money in Sinking Fund Account
Money held for the credit of the Sinking Fund Account shall
be applied during each Fiscal Year to the retirement, purchase or
payment of Term Bonds of each Series then Outstanding.
Application of Money in the Renewal and Replacement Account
The Department will apply money in the Renewal and Replace-
ment Account to the payment of the cost of renewals and replace-
ments of and unusual or extraordinary repairs to the Parking
System and of engineering and other expenses incurred in connec-
tion therewith. All disbursements of money in the Renewal and
Replacement Account will be made in accordance with procedures
established by the Board from time to time. If at any time the
money held in the Renewal and Replacement Account exceeds the
Renewal and Replacement Account Requirement, the Chief Financial
Officer may withdraw an amount equal to such excess therefrom and
may deposit such amount in the General Reserve Account.
Application of Money in the General Reserve Account
The Department will apply money on deposit in the General
Reserve Account to cure deficiencies in the following accounts,
in the following order: (a) the Revenue Account to the extent
necessary to pay Current Expenses, (b) the Interest Account, the
Principal Account, and the Sinking Fund Account, in that order,
upon receipt of a request from the Trustee and (c) the Reserve
Account, upon receipt of a request from the Trustee, and (d) the
Renewal and Replacement Account.
B-10 f3c-553..
ow
The Department, at its option, may apply any amounts remain-
ing 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) to the purchase or redemption of Bonds, (3) to secure
and pay Subordinated Debt, (4) to secure and pay indebtedness nct
issued under or secured by the Bond Ordinance, and (5) to pay all
or any part of the cost of additions, extensions and improvements
to the Parking System.
Application of Money in the Redemption Account
The Trustee will apply money in the Redemption Account to
the purchase or redemption of Bonds. The Trustee will pay the
interest accrued on such Bonds or portions thereof to the date of
settlement from the Interest Account and the purchase price from
the Redemption Account, but the Trustee may make no such purchase
from money in the Redemption Account within the period of 45 days
immediately preceding any Interest Payment Date on which such
Bonds or portions thereof are to be redeemed.
Insurance and Condemnation Award Account
The Trustee will deposit Net Proceeds into the Insurance and
Condemnation Award Account, when and as received by the Trus-
tee. Upon direction of the Department the Trustee will use money
in the Insurance and Condemnation Award Account (a) to transfer
to the Proceeds Account funds for the payment of the costs of
repairing or replacing the Parking System, and (b) to transfer to
the Redemption Account and the Interest Account funds for the
redemption of Bonds.
Investment of Money
Money held for the credit of all Funds and Accounts will be
continuously invested and reinvested by the Chief Financial
Officer, the Trustee, or the Depositaries, whichever is applic-
able, in Investment Obligations to the extent practicable.
Investment Obligations acquired with money in or credited to any
Fund or Account will be deemed at all times to be part of such
Fund or Account. The interest accruing on Investment Obligations
in any Fund or Account and any profit or loss realized upon the
disposition or maturity of such Investment Obligations will be
credited to or charged against any such Fund or Account.
Particular Covenants and Agreements
Operation of Parking System. The Department will establish
and enforce reasonable rules' and regulations governing the opera-
tion and use of the Parking System, operate the Parking System in
an efficient and economical manner, maintain the properties con-
B-11
86-5531* .
E0
stituting the Parking System in good repair and in sound operat-
ing condition for so long as the same are necessary to the opera-
tion of the Parking System upon a revenue -producing basis, and
comply with all valid acts, rules, regulations, orders and direc-
tions of any legislative, executive, administrative or judicial
body that are applicable to the Parking System.
For so long as any Bonds are Outstanding, neither the City
nor the Department will construct, maintain, or operate, or cause
to be constructed, maintained, or operated, or participate with
any person, entity, or governmental unit or subdivision in the
construction, operation, or maintenance of, any off-street
parking facilities that would impair the revenue -producing capa-
city of the Parking System unless prior to such construction,
operation or maintenance (a) the construction, maintenance and
operation of such facilities are authorized by the Bond Ordinance
and such facilities are incorporated into the Parking System or
(b) the Department delivers to the Trustee a statement of a
Parking Consultant to the effect that based upon such Parking
Consultant's knowledge and analysis of the financial performance
and operations of the Parking System, nothing has come to its
attention that would lead it to believe that the City and the
Department would not be able to meet their payment obligations
and rate covenant as a result of such construction, operation,
and maintenance.
Separate Funds; Reports and Audits
The Department will keep the funds, accounts, money and
investments of the Parking System separate from all other funds,
accounts, money and investments of the Department and will keep
accurate 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.
At least once during each quarter of each Fiscal Year,
beginning with the first full Fiscal Year following the delivery
of the Series 1986 Bonds, the Department will cause to be filed
with the Trustee copies of a report, signed by the Director
setting forth all revisions of the rates, fees, rentals and
charges for use of the Parking System during the preceding three-
month period and an unaudited interim report, signed by the Chief
Financial Officer, identifying all Defaults that occurred during
the preceding three-month period.
Within 120 days after the close of such Fiscal Year the
Department shall cause the Accountant to prepare an audit of its
books and accounts pertaining to the Parking System. Reports of
each such audit will be filed with the Board, the Chief Financial
Officer and the Trustee and copies of each such report will be
mailed to Moody's Investors Service, Inc., Standard and Poor's
Corporation and each Holder of Record requesting the same and
B-12 86-553;'..
will be made available for inspection at the office of the Chief
Financial Officer.
Insurance
The Department will purchase and maintain insurance covering
such properties belonging to the Parking System against loss or
damage from such causes as are customarily insured against by
enterprises of a similar nature, business interruption insurance,
comprehensive general liability insurance and use and occupancy
insurance on the Parking System for bodily injury and property
damage.
Disposition of the Parkinq System
Except as provided in the Bond Ordinance, the City and the
Department will not create or suffer to be created any lien or
charge upon the Parking System or any part thereof, or on the
Revenues.
The Department will have the right to sell or dispose of any
moveable property acquired by it in connection with the Parking
System, or any materials used in connection therewith if the
Director determines that such articles are no longer needed or
useful in connection with the construction or maintenance of the
Parking System or the operation of the Parking System and that
such sale or disposition will not impair the operating efficiency
of the Parking System or materially reduce the revenue -producing
capability of the Parking System.
The Department, without notice to the Trustee and free of
any obligation to make any replacement thereof or substitution
therefor, will have the right to demolish or remove any real
property and structures now or hereafter existing as part of the
Parking System provided that the Board, by resolution, determines
that such removal or demolition does not impair the operating
efficiency of the Parking System or materially reduce the reve-
nue -producing capability of the Parking System.
Notwithstanding the provisions described in the paragraph
above, if the Department determines that any real property or
structure constituting a part of the Parking System has become
inadequate, unsuitable or unnecessary, the Department will then
have the right to demolish or remove such property and, to the
extent permitted by law, may sell or otherwise dispose of all or
a part of the same, if:
(1) prior to such removal or demolition the
Department gives written notice thereof to the Trustee and
(2) (A) the Department will construct,
acquire, replace or substitute real property or structures
B-13
having a fair market value at least equal to that of the
property demolished or removed, or
(B) the Department will not be required to
construct or acquire any real property or structures in
substitution or in replacement thereof if there is filed
with the Trustee prior to such demolition or removal, a
certificate signed by the Director and approved by the Park-
ing Consultant stating (i) that no Default has occurred and
is continuing under the Bond Ordinance, or, if any Default
then exists, that the same will be cured by this action, and
(ii) that the Net Revenues for the Fiscal Year next succeed-
ing that in which such demolition or removal occurs will be
sufficient to enable the Department to meet its rate cove-
nant.
The Department will have the right to remove and substitute
or make changes in the location of on -street parking meters which
are necessary to permit street widening or street closings or to
provide necessary regulation of traffic and relief of congestion
and which will not materially lessen the income and revenues to
be derived from such meters.
The Department will deposit the proceeds resulting from any
abandonment, sale or disposition of properties constituting the
Parking System to any Account in the Construction Fund if the
amount then on deposit therein is insufficient to pay the Costs
of any Additional System Facilities or to the General Reserve
Account if the amount on deposit therein is less than the amount
to be deposited therein pursuant to the Capital Funds Budget, as
the Department may direct. All proceeds remaining after such
-' deposits shall be paid to the Trustee for deposit in the Redemp-
tion Account.
The Board will engage an independent certified public
accountant or a firm of independent certified public accountants,
an insurance consultant and a parking consultant.
The City and the Board covenant and agree that, so long as
any of the Bonds secured by the Bond Ordinance are Outstanding,
none of the Revenues will be used for any purpose other than as
provided in the Bond Ordinance, and that no contract or contracts
will be entered into or any action taken by which the rights of
the Bondholders might be impaired or diminished.
The City covenants that no free parking will be permitted
pursuant to lease or other contractual arrangement upon real
property or at facilities owned or operated by the City.
The City covenants that if it acquires, finances or con-
structs any facilities or structures for the off-street parking
of motor vehicles, which facilities or structures are not a part
B-14 86-- 553 ..
of the Parking System, it will engage the Department to manac_e
and operate such facilities and structures.
Additional System Facilities; Additions to the Parking
System. All property constructed, placed or installed in or upon
the Parking System as an addition or improvement to, as a subs-
titute for, or in renewal, replacement or alteration of, any
property constituting part of the Parking System shall thereupon
become a part of the Parking System.
Contracts, Leases and Other Agreements. The Department may
lease, as lessor, all or any part of the Parking System, or con-
tract or agree for the performance by others, of operations or
services on or in connection with the Parking System or any part
thereof, for any lawful purpose, upon compliance with the cond'.-
tions set forth in the Bond Ordinance.
Financing of Special Purpose Facilities. The City or the
Department may finance the acquisition or construction of any
Special Purpose Facilities permitted by law so long as the condi-
tions set forth in the Bond Ordinance are satisfied and the
Parking Consultant certifies to the Trustee that such special
purpose facilities will not materially reduce Revenues or impair
the operating efficiency of the Parking System.
Subordinated Debt. The City may incur and issue Subordi-
nated Debt to finance the acquisition and construction of any
facilities which the Board and the Department may operate and
maintain pursuant to law, except for Special Purpose Facilities
if, among other conditions: (a) such Subordinated Debt is payable
solely from the proceeds of other Subordinated Debt, Additional
Bonds, any money available therefor in the General Reserve
Account, or from any other legally available source provided that
such Subordinated Debt will be payable from Additional Bonds only
to the extent such indebtedness was issued for any purpose for
which Additional Bonds may be issued under the Bond Ordinance,
and (b) no Default has occurred and is continuing under the Bond
Ordinance or, if any Default then exists, that the proceeds of
such Subordinated Debt will be applied to cure the same.
Events of Default. Each of the following events is an
"Event of Default" under the Bond Ordinance:
(a) payment of the principal of and the redemption pre-
mium, if any, on any of the Bonds is not made when the same are
due and payable, either at maturity or by redemption or other-
wise;
(b) payment of the interest on any of the Bonds is not
made when the same is due and payable;
B-15
66--.5 3:
(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 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 inability, 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 appointment of a receiver for 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 Depart-
ment) and such receiver is not discharged within ninety (90)
consecutive 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 liquida-
tion, reorganization, readjustment or composition or to effect a
plan or other arrangement 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) any court of competent jurisdiction assumes custody or
control of the City or the Department or of the whole or any
substantial part of its property under the provisions of any
other law for the relief or aid of debtors, and such custody or
control is not terminated within ninety (90) days from the date
of assumption of such custody or control; and
(f) the City or the Department defaults in the due and
punctual performance of any other of the covenants, conditions,
agreements and provisions contained in the Bonds or in the Bond
Ordinance, and such default continues for thirty (30) days after
receipt by the City or the Department of a written notice from
the Trustee specifying such default and requesting that it be
corrected, provided that if prior to the expiration of such 30-
day period the City or the Department institutes action reason-
ably designed to cure such default, no "Event of Default" shall
be deemed to have occurred upon the expiration of such 30-day
period for so long as the City or the Department pursues such
curative action with reasonable diligence.
B-16 86-553:..
Acceleration of Maturities. Upon the happening and conti-
nuance of any Event of Default then and in every such case t*:=_
Trustee may, and upon the written request of the Holders of no;
less than 25% in aggregate principal amount of the Bonds the:;
Outstanding, shall, by a notice in writing to the City and ti;"
Department, declare the principal of all of the Bonds tte:,.
Outstanding (if not then due and payable) to be due and payahl,
immediately, and upon such declaration the same shall become am
be immediately due and payable, anything contained in the Bond. -
or in the Bond Ordinance to the contrary notwithstanding. I`
conditions identified in clauses (a), (b) and (c) above have bet:
satisfied after the principal of and interest on the Bonds havE-
been declared to be due and payable and before the entry of final,
judgment or decree in any suit, action or proceeding institute
on account of such default, or before the completion of th<
enforcement of any other remedy under the Bond Ordinance, the.,
and in every such case the Trustee may, and upon the written
request of the Holders of not less than 25% in aggregate prin-
cipal amount of the Bonds not then due and 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 impair any right consequent thereon: (a)
money sufficient to pay the principal of all matured Bonds and
all arrears of interest, if any, upon Bonds then Outstanding
(except the principal of any Bonds not then due except by virtue
of such declaration and the interest accrued in such Bonds since
the last interest payment date) has accumulated in the Interest
Account, the Principal Account, and the Sinking Fund Account, (b)
all amounts then payable by the Department hereunder have been
paid or a sum sufficient to pay the same has been deposited by
the Chief Financial Officer with the Trustee or the Paying.
Agents, and (c) every other default in the observance or perfor-
mance of any covenant, condition, agreement or provision con-
tained in the Bonds or in the Bond Ordinance (other than a
default in the payment of the principal of such Bonds then duce
only because of a declaration under the Bond Ordinance) has beer.
remedied.
If pursuant to the provisions of the Bond Ordinance tnr_
obligation of the Department to pay the Bonds is accelerated, the
Department will pay to the Trustee forthwith but only from Nei
Revenues, an amount that is sufficient, together with all other
funds available therefor, to pay such Bonds in full, and at,
amount that is sufficient, together with all other funds avail-
able therefor, to pay all other expenses of the Trustee incurred
or to be incurred under this Ordinance.
Other Remedies. In addition to any remedies then available
to the Trustee under the Bond Ordinance and under state C:.:
Federal law, upon the occurrence of an Event of Default the
Trustee may: (a) require the Department to endorse all checks an"'
B-17
86--553:..
other negotiable instruments representing Net Revenues to the
order of the Trustee immediately upon the receipt thereof and to
deliver such endorsed instruments daily to the Trustee; (b)
notify any or all account debtors of the Department to pay any
amounts representing Net Revenues, when due and owing, directly
to the Trustee; (c) upon the filing of a suit or other commence-
ment of judicial proceedings to enforce the rights of the Trustee
and of the Bondholders under the Bond Ordinance, obtain, as a
matter of right, the appointment of a receiver or receivers of
the Parking System and of the Net Revenues pending such proceed-
ings; (d) take whatever action at law or in equity may appear
necessary or desirable to collect the amounts then due and there-
after to become due or to enforce observance or performance of
any covenant, condition or agreement of the City and the Depart-
ment under the Bond Ordinance.
Upon the happening and continuance of any Event of Default,
then and in every such case the Trustee may, and upon the written
request of the Holders of not less than 25% in aggregate princi-
pal amount of the Bonds then Outstanding shall, proceed to
protect and enforce the rights of the Holders under Federal or
state law or under the Bond Ordinance by such suits, actions or
special proceedings in equity or at law, as the Trustee shall
deem most effectual to protect and enforce -such rights.
Amendments to the Bond Ordinance
Supplemental Bond Ordinances Without Bondholders' Consent.
The City Commission, upon recommendation of the Board and with
the consent of the Trustee, may adopt such supplemental ordinan-
ces as are consistent with the terms and provisions the Bond
Ordinance and do not adversely affect the interest of the Bond-
holders: (a) to cure any ambiguity or formal defect or omission
or to correct or supplement any provision in the Bond Ordinance
that may be inconsistent with any other provision therein, or (b)
to grant to or confer upon the Trustee, for the benefit of the
Bondholders, any additional rights, remedies, powers, authority
or security that may lawfully be granted to or conferred upon the
Bondholders or the Trustee, or (c) to add to the conditions,
limitations and restrictions on the issuance of Bonds or other
conditions, limitations and restrictions thereafter to be
observed, provided that such conditions, limitations, and res-
trictions do not impair the security for the Outstanding Bonds,
or (d) to add to the covenants and agreements of the City and the
Department other covenants and agreements thereafter to be
observed by the City and the Department or to surrender any right
or power herein reserved to or conferred upon the City and the
Department, provided that such covenants and agreements and the
surrendering of any such right or power do not impair the secur-
ity for the Outstanding Bonds, or (e) to comply with the provi-
sions of the Bond Ordinance relating to Additional Bonds.
B-18 86-553, ..
Supplemental Bond Ordinances with Bondholders' Consent. The
Holders of not less than fifty-one percent (51%) in aggregate
principal amount of the Bonds then Outstanding that will be
affected by a proposed supplemental ordinance will have the
right, from time to time, anything contained in the Bond Ordi-
nance to the contrary notwithstanding, to consent to and approve
the adoption of such supplemental ordinances as are deemed neces-
sary or desirable by the City, upon recommendation of the Board,
for the purpose of modifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions
contained in the Bond Ordinance or in any supplemental ordinance,
provided that nothing will permit, or be construed as permitting
(a) an extension of the maturity of the principal of or the
interest on any Bond, or (b) a reduction in the principal amount
of any Bond or the redemption premium or the rate of interest
thereon, or (c) the creation of a lien upon or a pledge of
Revenues other than the lien and pledge created by the Bond
Ordinance, or (d) a preference or priority of any Bond or Bonds
over any other Bond or Bonds, or (e) a reduction in the aggregate
principal amount of the Bonds required for consent to such
supplemental ordinance.
Cessation of Interest of Bondholders. When (a) the Bonds
secured by the Bond Ordinance have become due and payable in
accordance with their terms or otherwise as provided in the Bond
Ordinance, and (b) the whole amount of the principal and the
interest and premium, if any, so due and payable upon all Bonds
have been paid or if the Trustee and the Paying Agents hold money
or Government Obligations or a combination of both, that are
sufficient in the aggregate to pay the principal of, and the
interest and redemption premium, if any, on all Bonds then
Outstanding to the maturity date or dates of such Bonds or to the
date or dates specified for the redemption thereof, and (c) if
the Bonds are due and payable by reason of a call for redemption,
irrevocable instructions to call the Bonds for redemption have
been given by the Department to the Trustee, and (d) sufficient
funds also have been provided or provision made for paying all
other obligations payable under the Bond Ordinance by the City
and the Department, then and in that case the right, title and
interest of the Trustee and the Bondholders in the funds and
accounts created by the Bond Ordinance shall cease, determine and
become void, the Board will repeal and cancel the Bond Ordinance,
and the Trustee will apply any surplus in the Funds or Accounts,
other than money held for the redemption or payment of principal
of or interest on the Bonds, as provided in the Bond Ordinance.
Otherwise the Bond Ordinance shall be, continue and remain in
full force and effect. Notwithstanding the foregoing, if money,
Government Obligations, or a combination of both, are deposited
with and held by the Trustee or Paying Agents, and within thirty
(30) days after such money, Government Obligations, or a combin-
at -Dn of both have been deposited with such Trustee, the Depart-
ment, in addition to observing the requirements relating to
B-19
A
redemption► causes a notice signed by the Trustee to be published
once in a Daily Newspaper of general circulation published in the
City, and in a Financial Journal or a Daily Newspaper of general
circulation in the Borough of Manhattan, City and State of New
York, setting forth (i) the date designated for the redemption of
the Bonds► (ii) a description of the money and Government Obliga-
tions so held by such escrow agent, and (iii) that the Bond Ordi-
nance has been repealed and cancelled, the Trustee and Paying
Agents shall retain such rights, powers and privileges under the
Bond Ordinance as may be necessary and convenient in respect of
the Bonds for the payment of the principal, interest and any
premium on which such money and/or Government Obligations have
been deposited.
All money and Government Obligations held by the Trustee or
any Paying Agent will be held in trust and applied to the pay-
ment, when due, of the Bonds and obligations payable therewith.
Government Obligations shall be deemed to be sufficient to
pay or redeem bonds on a specified date if the principal of and
the interest on such Government Obligations, when due, will be
sufficient to pay on such date the principal of, and the premium,
if any, and interest due on such Bonds on such date.
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86--`553:..
A
APPENDIX C
GENERAL INFORMATION CONCERNING
THE CITY OF MIAMI, FLORIDA
C-1
GENERAL INFORMATION CONCERNING
THE CITY OF MIAMIr FLORIDA
Geography
The City, situated at the mouth of the Miami River on the
western shore of Biscayne Bay, is a main port of entry in Florida
and the county seat of Dade County ("Dade County") which encom-
passes 2,000 square miles of Florida's southeastern region. The
City comprises 34.3 square miles of land and 19.5 square miles of
water. Dade County is often referred to in this document as
"Greater Miami".
The City is the southernmost major city and seaport in the
continental United States and the center of Pan-American trade
and air transportation. The nearest foreign territory is the
Bahamian island of Bimini, situated approximately 50 miles off
the coast of Florida.
Climate
Due to its location near the upper boundary of the tropical
zone, the City's climate is strongly influenced by the Gulf
Stream, trade winds and other local climatic factors. Its
average yearly temperature is 75.5°F. Summertime temperatures
average 81.4°F. and winter temperatures average 69.1°F. Rainfall
occurs most frequently between the months of May and September,
with June being the heaviest, averaging nine inches.
Population
The U.S. Bureau of the Census estimated the population of
the City at 346,865 as of April 1, 1980. On October 1, 1980 this
figure was upwardly adjusted by 53,130 to account for the influx
of Cuban and Haitian refugees. This adjustment raises the esti-
mate of the City's population to 399,995 as of October 1, 1980.
All 1980 U.S. Census information, however, is based on the lower,
April 1, 1980 population estimates. A 1985 population estimate
of 380,446 for the City has been computed by the State of Florida
Division of Population Studies, Bureau of Business and Economic
Research, University of Florida, State of Florida.
The City's racial and ethnic mix is comprised of non -Latin
Whites, Blacks and Hispanics, with the relative segment of
White/Black categories indicating only slight changes over the
past 20 years. Sixty-seven percent of the City's population is
White, 25 percent is Black and 8 percent is classified as
"Other". The most significant change has been in the Hispanic
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category, which has grown to represent 56 percent of the City's
total population.
South Florida is a popular destination for retirees from the
northeast seeking the hospitable and temperate climate. The
retiree population contributes significantly to the local economy
as recipients of transfer payments such as Social Security, pen-
sions, and investment income. Appropriate support services are
provided by the State of Florida and Dade County. The City pro-
vides only limited specialized services.
Government of the City
The City has operated under the Commission -City Manager form
of government since 1921. The City Commission consists of five
elected citizens, who are qualified voters in the City, one of
whom serves as Mayor. The Commission acts as the governing body
of the City, with powers to enact ordinances, adopt resolutions
and appoint the City Manager. The City Clerk and City Attorney,
as well as members of the Planning Advisory Board, the Zoning
Board, the City of Miami Health Facilities Authority and the
Miami Sports and Exhibition Authority are also appointed by the
City Commission. Members of the Off -Street Parking Board of the
City of Miami and of the Downtown Development Authority of the
City of Miami are appointed by the respective boards and approved
by the City Commission.
City elections are held in November every two years on a
non -partisan basis. At each of these elections the Mayor is
elected for a two year term. Candidates for Mayor must run as
such and not for the City Commission in general. At each elec-
tion, two members of the City Commission are elected for four
year terms. The City Commissioners' terms thus are staggered so
that there are always at least two experienced members on the
City Commission.
The City Manager serves as the administrative head of the
municipal government, charged with the responsibility of managing
the City's financial operations and organizing and directing the
administrative infrastructure. The City Manager also retains
full authority in the appointment and supervision of department
directors, preparation of the City's annual budget and initiation
of investigative procedures. In addition, the City Manager takes
appropriate action on all administrative matters.
Mayor and City Commissioners
Xavier L. Suarez was elected Mayor in November, 1985 for a
two year term. Mayor Suarez is a Summa Cum Laude graduate of
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86-553:._
Villanova University, and holds a Masters Degree in Public Policy
from the John F. Kennedy School of Government of Harvard
University, and a Juris Doctorate from Harvard Law School. He is
currently a partner in the Miami law firm of Barnett and
Alagia. Mayor Suarez has actively served Greater Miami for a
number of years through participation on numerous advisory boards
and committees.
Miller J. Dawkins was elected Commissioner in November,
1981, reelected in 1985 for a four year term and elected Vice -
Mayor by the City Commission in November, 1985 for a one year
term. Vice -Mayor Dawkins is a graduate of Florida Memorial
College and holds a MS degree from the University of Northern
Colorado. Commissioner Dawkins has been employed for 16 years at
Miami Dade Community College.
Joe Carollo was elected Commissioner in November, 1979 and
reelected in 1983 for a four year term. Commissioner Carollo is
a graduate of Miami Dade Community College and Florida Inter-
national University. He holds a Baccalaureate of Arts degree in
International Relations and a Baccalaureate of Science Degree in
Criminal Justice. He is currently President of Genesis Security
Services, Inc.
Rosario A. Kennedy was elected Commissioner in November,
1985 for a four year term becoming the first Hispanic woman ever
elected to the City Commission. Commissioner Kennedy is Vice
President of Terremark, Inc., a Miami real estate development and
investment firm. Commissioner Kennedy has served on numerous
business, civic and community boards, in leadership and member-
ship capacities, throughout Greater Miami.
J. L. Plummer, Jr. was appointed a Commissioner in October,
1970, and was elected Commissioner in November, 1971, and
reelected in 1975, 1979 and 1983 for four year terms.
Commissioner Plummer is a graduate of Miami Senior High School
and the Cincinnati College of Mortuary Science. He is Chairman
of the Board of Ahern -Plummer Funeral Homes, Miami.
Administration of the City
Cesar H. Odio was appointed City Manager effective December
16, 1986. From January, 1980 to his appointment as City Manager,
Mr. Odio served as Assistant City Mananger. During his tenure as
Assistant City Manager, Mr. Olio's responsibilities extended over
the functions of parks and recreation, building and vehicle main-
tenance, and public facilities. During the Mariel Boatlift in
1980, he was appointed to the President's Task Force on Refugee
Affairs. Mr. Odio holds a Bachelor of Science degree in Public
Administration from Florida Memorial College, Miami, and majored
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86--553;..
OW`
OOW
in Business Administration at the University of Santo Thomas de
Villanueva, Havana, Cuba.
Herbert J. Bailey has served as Assistant City Manager since
his initial appointment in October, 1982. Mr. Bailey's respon-
sibilities for the City include the Departments of Development,
Finance and Community Development, as well as liaison to several
public authorities and organizations. Prior to joining the City,
he served as President and Chief Executive Officer of
Philadelphia Citywide Development Corporation and President of
Urban Development Services, Inc. Mr. Bailey holds a Bachelor of
Arts in Business Administration from Antioch College and a
Masters Degree in Urban Economic Development from Goddard
College.
Carlos E. Garcia, Director of Finance since June, 1980,
joined the City in November, 1976 as Assistant Finance
Director. He has been previously employed in private industry in
positions of Treasurer, Controller, and Auditor. Mr. Garcia is a
Cum Laude graduate of the University of Miami with a BBA and also
holds a Master of Science in Management from Florida
International University. He is licensed as a CPA in the State
of Florida and is a member of the American and Florida Institutes
of CPA's and of the Government Finance Officers' Association of
the United States and Canada.
Lucia A. Dougherty is the City Attorn for the Ci y of
Miami, Florida, and the former City Attorn y for the City of
Miami Beach. She received her B.A. de ree from Syracuse
University, a M.L.S. degree from the Univer ity of Oklahoma, a
J.D. degree from ri�w..iiw�i•�- j Oklahoma and a L.L.M. Degree
in Ocean and Coastal Law from the University of Miami, Florida.
She is a member of the Florida and Oklahoma Bars and also has
served as = ,o.r an f „adjunct professor of
Matty Hirai was appointed City Clerk on September 1, 1985.
She was the City's Assistant City Clerk from September, 1976 to
August, 1985. She is a graduate of Edison High School and has
completed college courses at Pasadena City College, University of
California at Los Angeles, and Hunter College. She attended
specialized courses at Syracuse University and obtained the
three-year Certified Municipal Clerk certificate extended by that
University. Ms. Hirai is a member of the International Institute
of Municipal Clerks.
Medical Facilities
The 41 hospitals located in Greater
all general and highly specialized medical
gressive and growing health care delivery
C-5
Miami offer virtually
services. This pro -
system provides educa-
86•-5531'.1
0011" ell
tional opportunities for the health care professional and places
the City in the forefront of communities with comprehensive
national and international medical capabilities.
Recreational Facilities
Greater Miami is famous for its sailing, deep sea fishing
and boat races. There are 35 yacht clubs and marinas, with 685
berthing facilities provided by City -owned marinas.
Spectator sports events are held at the Orange Bowl Stadium,
the Miami Baseball Stadium, the Marine Stadium and the Miami
Convention Center. Sports competition includes professional and
college football, baseball and championship boat races. Other
athletic events include amateur football, basketball, soccer,
baseball, motorcycle speedway racing and rowing events.
Golf is played throughout the year at the 23 public and 14
private courses located in Greater Miami. Several open golf
tournaments are held each year.
The 403 public parks and playgrounds located in Greater
Miami cover 408,710 acres, providing residents and visitors a
wide range -of qubtropical nature settings unique to South Florida
in the`cb'nt'inental; United States. Each park has a combination of
facilities available year round. These facilities include but
are not limited to: public swimming pools, tennis courts,
handball courts, boat ramps, vita courses, picnic areas, lakes
for swimming and boating, equestrian trails and baseball and
softball fields.
Greater Miami's 22 public beaches comprise 1,400 acres,
which are,freely accessible and are enjoyed throughout the year
by 'residents -and tourists.
Cultural Facilities and Affairs
Greater Miami has an extensive library system, several muse-
ums of art and history and art galleries. A new cultural.center
built by Dade County at a cost of $26.6 million opened in down-
town Miami in 1984. The complex, designed by Philip Johnson, is
composed of a library, a fine arts center and a historical
museum.
Symphonic and pop concerts are performed regularly. Five
theatres draw plays and concerts from around the United States
which appeal to all ages. Operas are performed by both amateurs
and professionals. Resident dance companies offer a full calen-
dar of events.
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86-553".
There are numerous festivals and affairs appealing to vari-
ous ethnic groups. Annual festivals range from the Coconut Grove
Arts Festival and the Orange Bowl Festival to the Calle Ocho Open
House, the Goombay Festival and the Renaissance Fair.
Educational Institutions
Dade County public schools provide educational facilities on
primary and secondary levels.
Public school enrollment, including both primary and secon-
dary levels, since 1980 is as follows:
School Enrollment
Public School System
Dade
County
Year
Miami
Total
1986.................
38,345
236,127
1985.................
37,093
227,906
1984.................
36,992
223,884
1983.................
35,394
223,948
1982.................
35,662
226,324
1981.................
36,430
233,886
1980.................
35,093
226,576
Over 70,000 students are enrolled in the following colleges
and universities located within the area:
Barry University
Florida International University
Florida Memorial College
International Fine Arts College
Miami Christian College
Miami -Dade Community College
St. Thomas University
University of Miami
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W
Ten Largest Tax Assessments in the City of Miami
1985 Assessed Values
Name of Property Holder
A.T. 6 T./Southern Bell
Chopin Associates
Southeast Bank
Equitable Life Assurance
Florida Power and Light
City National Bank
Miami Herald
Miami Center Joint Venture
One Biscayne Tower, N.W.
New York Life Insurance
Nature of Activitq
Utility
Office Buildings/Hotel
Bank/Office Buildings
Office Buildings
Utility
Office Building/Bank
Newspaper/Publishing
Unimproved Real Estate
Office Building
Retail Sales
Assessed Values
$ 296,409
1839174
182,546
146,644
101,246
82,358
76,131
66,720
62,982
46,768
$1,2
Source: Dade County Property Appraiser and City of Miami Finance
Department.
Economic Development
The City's diversified economic base is comprised of light
manufacturing, trade, commerce, wholesale and retail trade, and
tourism. Although the City's share of Florida's tourist trade
remains an important economic force, the City has made great
gains in the areas of banking, international business, real
estate and transhipment have fortified the economic base.
Major capital improvements have allowed Greater Miami to
accommodate and foster this rapid expansion. The Port of Miami
has almost doubled in size, from 325 acres to 600 acres through a
$250 million expansion program completed in 1981. The Port
expansion program is designed to move 16 million tons of cargo
and four million cruise ship passengers a year by the year
2000. Immediate plans include the addition of 1,000 square feet
of lineal berthing space. Further plans call for a land fly over
bridge linking directly to the interstate.
The Miami International Airport is undergoing a $1 billion
expansion program. A seven story 2,300 space parking structure,
directly across from the main terminal, was completed in 1984.
An elevated pedestrian sky bridge, opened in early 1985, connects
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86-553: .
the parking structure to the main terminal. Other projects
include the construction of a direct road to the airport express-
way and a soon -to -be -completed cargo tunnel. Expansion and
modernization of passenger gate areas continues to accommodate
the increase in domestic and international passenger traffic.
The Cargo Clearance Center, which will centralize all cargo
related federal agencies, will be operational in 1987.
The City's downtown continues to grow at a healthy rate.
During 1985, 15 major projects were under construction at an
estimated development cost of $1.077 billion. Included among
these projects are nine (9) new office buildings that will
provide over 3.7 million square feet of additional downtown
office space. New residential projects will add over one
thousand housing units.
Office Space.
Retail Space.
Residential..
Hotel........
Metrorail
1985 Downtown Construction
..........................
..........................
..........................
..........................
3,751,731 sq. ft.
549,839 sq. ft.
1,144 Units
156 Rooms
The new $1 billion, 20.5 mile Metro Rapid Transit System
became fully operational in April, 1985. This system contains 20
neighborhood transit stations spaced approximately 1.5 miles
apart. Of major importance to downtown development is the
recently opened Metro Mover, an elevated 1.9 mile central city
people mover system connected to Metrorail.
Bayside
The Rouse Company, a leading builder of specialty market-
places in downtown waterfront settings, has been selected to
develop the Bayside Specialty Center on twenty acres along the
waterfront in Downtown Miami. The project currently under con-
struction will feature 200,000 sq. ft. of new retail space and
35,000 sq. ft. of renovated restaurant space. Total project cost
is $124 million, with City participation limited to a $4 million
investment in infrastructure improvements. The Bayside Parking
Garage, to be located adjacent to the specialty center, will
contain 1,200 parking spaces and a surface lot and will be
managed by the Department.
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8E`-553;
A�'
Bayfront Park
Bayfront Park, adjacent to the Bayside project area, will be
redeveloped at a total project cost of $22 million. Seventy
percent of the project financing has been secured by the City
through a variety of Federal, state and private funding sources.
Corporate Expansion
The favorable geographic location of Greater Miami, the
trained commercial and industrial labor force and the favorable
transportation facilities have caused the economic base of the
area to expand by attracting to the area many national and inter-
national firms doing business in Latin America. In Greater
Miami, over 100 international corporations have set up hemis-
pheric operations. Among them are such corporations as Dow
Chemical, Gulf Oil Corporations, Owens-Corning Fiberglass
Corporation, American Hospital Supply, Coca-Cola Interamerican
Corporation and Ocean Chemicals, Inc., a subsidiary of Rohm &
Haas Company.
Other national firms which established international opera-
tions or office locations in Greater Miami are Alcoa Interna-
tional, Ltd., Atlas Chemical Industries, Bemis International
Dymo, Inc., International Harvester, Johns Manville Interna-
tional, Minnesota (3-M) Export, Inc., Pfizer Latin America Royal
Export, and United Fruit.
Industrial Development
Greater Miami contains over one hundred million square feet
of industrial building space. Manufacturing concerns account for
nearly half of the occupied space with storage companies occupy-
ing an additional 35 percent of the City's industrial space.
Transportation and service companies occupy the bulk of the
remaining 15% of the City's industrial space.
The Industrial Development Authority of Dade County ("IDA")
reports that approximately two-thirds of Greater Miami's indus-
trial firms own their facilities. There are currently 37 indus-
trial parks in Greater Miami.
The City's apparel industry is one of the largest in the
nation. The City's market is primarily made up of numerous small
firms rather than a few large operations. Roughly 30,000 jobs
are provided by nearly 500 manufacturers.
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001�41/11!�
South Florida is one of the fastest growing interior design
centers in the nation. Over 250 design -related businesses
provide 6,000 ancillary jobs and infuse $250 million into the
local economy. More than $10 million in new construction has
occurred in the past three years at the Miami Design Plaza,
located on 38 acres within a 14-block area in midtown Miami. It
is anticipated that approximately $11 million more will be
invested in the district in the immediate future.
Financial Institutions
Dade County is growing as an international financial center
with 37 foreign banks operating in the community. Additionally,
there are 33 Edge Act Banks that have moved to Greater Miami.
The Federal Reserve Edge Act Amendment, adopted in 1979, permits
banks to open international banking subsidiaries outside their
home states. The Federal Reserve System has located a branch
office in Dade County to assist the Atlanta office with financial
transactions in the South Florida area.
There are 76 local banks in Dade County which together have
a total of $21.8 billion in deposits. A ten year summary is
presented below:
Bank Deposits
(1)
Number of
Year
Banks
Total Deposits
1985
.........
76
$21,800,000,000
1984
.........
73
17,603,600,000
1983
.........
70
16,158,326,000
1982
.........
65
13,486,248,000
1981
.........
65
9,234,540,000
1980
.........
63
9,341,691,000
1979
.........
71
7,982,108,000
1978
.........
73(2)
7,015,276,000
1977
.........
98
6,481,146,000
1976
.........
95
5,526,615,000
Source: U.S. Comptroller of the Currency.
(1) The information presented is for Metropolitan Dade County as
a whole which includes the City. The figures include
national and state chartered banks that are FDIC insured;
state chartered non-insured banks are not included.
(2) Decline in number of banks is attributable to change in
Florida's banking laws which now allow for branch banking.
Some of these branches were separate banks prior to the
change in the law.
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t^
Tourism
The City always has been very attractive for domestic and
international tourists. Its climate and beaches draw many
thousands of visitors throughout the year. Local government and
privat,b interests have cooperated in developing outstanding
attractions and events which include power boat races at the
Miami Marine Stadium, the Orange Bowl Classic, the Seaquarium,
Planet Ocean, Parrot Jungle, Monkey Jungle, Orchid Jungle, dog
and horse race tracks, Jai Alai, the Vizcaya Palace and Metro -
zoo. Other points of interest and activities include tours of
the Everglades and the Florida Keys, major league professional
sports events and annual attractions such as the Youth Fair,
Graphics Fair, International Folk Festival, Orange Bowl Marathon,
Calle Ocho Open House, Carnaval Miami, Coconut Grove Art
Festival, Kwanza and Goombay Festivals, Hispanic Heritage Week,
Little River Oktoberfest and the Orange Bowl festival events.
The City Grand Prix auto race has been run annually in
downtown area since 1983. Cars and drivers from around the world
competed for more than $300,000 in prize money in 1986.
During 1985, approximately 5.4 million out-of-state visitors
stayed in over 57,000 hotel and motel rooms in Greater Miami.
Many of these visitors participated in international trade
activities such as conventions and conferences. Tourists and
visitors expended over $4 billion in Greater Miami in 1985,
according to Dade County estimates.
Film Industry
Film production in South Florida reached an all time high in
1985, according to figures released by the State's Department of
Commerce, Motion Picture and Television Bureau. State and local
officials estimate that between 60 to 70 percent of Florida's
film business is conducted in South Florida (Dade and Broward
counties). The 1985 film production totals for Florida were $175
million, of which $80 million was spent in Greater Miami.
Agriculture
The land area of Greater Miami includes large agricultural
expanses on which limes, avacadoes, mangoes, tomatoes, and pole
beans are grown for the fresh produce market. During the sunny
and warm winter months, the mild climate enables these crops to
be grown and harvested. Many of the vegetables are shipped to
the northern United States during the winter. Exotic tropical
fruits such as plantains, lychee fruit, papaya, sugar apples and
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persian limes grow in the area and cannot be grown anywhere else
in this country.
Export
More than fifty percent of Florida's foreign trade, which
according to the U.S. Commerce Department's 1985 figures totalled
in excess of $20 billion, flows through the ports of the City.
Further stimulation in the investment climate has resulted
from the implementation of the 12 year Caribbean Basin Initiative
program, designed to boost the economies of 27 countries of
Central America and the Caribbean islands. The new law, which
grants duty-free entry into the United States of material goods
produced in the region, is also expected to bring greater
economic stability to those countries.
Trade offices have been established in South Florida by
several countries, in addition to economic affairs conducted by
the 37 foreign consulates located in Greater Miami. These trade
offices include those established by Belgium, Chile, Colombia,
the Dominican Republic, Guatemala, Jamaica, Korea, Panama, Spain
and the Philippines.
Miami International Airport
Dade County is the owner of five separate airports located
within its boundaries. The responsibilities for their operation
are assigned to the Dade County Aviation Department. Miami
International Airport ranks 8th in the nation and loth in the
world in the number of passengers using its facilities. It ranks
4th in the nation and 5th in the world in the movement of domes-
tic and international air cargo.
During 1985, airport services were provided to over 19 mil-
lion domestic and international scheduled passengers. The
airlines serving the Miami International Airport provide world-
wide routes convenient for importers and exporters. The Air-
port's facilities include three runways, a 7,000 car parking
complex, approximately two million square feet of warehouse and
office space, and maintenance shops. Approximately 30,000
individuals are employed at the Airport.
In 1985 the Airport served 19.9 million passengers and hand-
led 1.0 billion pounds of cargo. Previous years statistics are
presented below:
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persian limes grow in the area and cannot be grown anywhere else
in this country.
Export
More than fifty percent of Florida's foreign trade, which
according to the U.S. Commerce Department's 1985 figures totalled
in excess of $20 billion, flows through the ports of the City.
Further stimulation in the investment climate has resulted
from the implementation of the 12 year Caribbean Basin Initiative
program, designed to boost the economies of 27 countries of
Central America and the Caribbean islands. The new law, which
grants duty-free entry into the United States of material goods
produced in the region, is also expected to bring greater
economic stability to those countries.
Trade offices have been established in South Florida by
several countries, in addition to economic affairs conducted by
the 37 foreign consulates located in Greater Miami. These trade
offices include those established by Belgium, Chile, Colombia,
the Dominican Republic, Guatemala, Jamaica, Korea, Panama, Spain
and the Philippines.
Miami International Airport
Dade County is the owner of five separate airports located
within its boundaries. The responsibilities for their operation
are assigned to the Dade County Aviation Department. Miami
International Airport ranks 8th in the nation and loth in the
world in the number of passengers using its facilities. It ranks
4th in the nation and Sth in the world in the movement of domes-
tic and international air cargo.
During 1985, airport services were provided to over 19 mil-
lion domestic and international scheduled passengers. The
airlines serving the Miami International Airport provide world-
wide routes convenient for importers and exporters. The Air-
port's facilities include three runways, a 7,000 car parking
complex, approximately two million square feet of warehouse and
office space, and maintenance shops. Approximately 30,000
individuals are employed at the Airport.
In 1985 the Airport served 19.9 million passengers and hand-
led 1.0 billion pounds of cargo. Previous years statistics are
presented below:
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86-553:..
P"t
Passengers
Year (000) Cargo (000's lbs.)
1985
............
19,853
1,031,700
1984
............
19028
1,130,184
1983
............
19,322
1,184,526
1982
.....,......
19,388
1,246,700
1981
............
19,849
1,170,009
1980
............
20,507
1,130,800
1979
......,.....
19,628
1,066,313
1978
............
16,501
1,026,593
1977
............
13,736
987,998
1976
............
12,884
808,791
Source: Dade County Aviation Department
Port of Miami
The Port of Miami is owned by Dade County and is operated by
the Dade County Seaport Department. From 1976 to 1985, the
number of passengers sailing from the Port increased from
1,029,687 to 2,326,685, an increase of 126%. This increase
growth highlights the Port's emergence as the world's leading
cruise ship port.
The Port of Miami specializes in unitized trailer and con-
tainer cargo handling concepts. This effective use of equipment
and the Port's convenient location combine to make the Port the
nation's leading export port to the Western Hemisphere. From
1976 to 1985 the total cargo handled increased from over 1.5
million tons to over 2.33 million tons, an increase of 53%.
Construction has been completed on an expansion of the Port
of Miami from 325 acres to 600 acres. The additional space will
accommodate the increasing number of shippers, buyers, importers,
exporters, freight forwarders and cruise passengers who wish to
conduct business through the Port.
C-14
In 1985 the Port served 2.3 million passengers and handled
2.33 million tons of cargo. A summary of the growth in revenues,
passengers and cargo for previous years is presented below:
Year
Revenues
Passengers
Cargo (Tonnage)
1985
.......
$17►135,048
2,326,685
2,333,026
1984
.......
15►943,548
2,217►065
2,287►281
1983
.......
14,201,008
2,002,654
2,305,645
1982
.......
12,949,687
1,760,255
2,665►921
1981
.......
12,468,522
1,567,709
2,757,374
1980
.......
12,056,896
1,459,144
2,485,791
1979
.......
8,110,840
1,350,332
2,291,382
1978
.......
6,236,385
982,275
1,922,864
1977
.......
5,374,978
978,016
1,711,535
1976
.......
4,956►670
1,029,687
1,525►095
Source: Dade County Seaport Department
Demographic Data
The following table indicates the distribution by age groups
among the population of both City and Dade County residents.
Age Group as a Percentage of Total Population
1980
Miami
Dade
Age Group
Number
Percentage
Number
Percentage
0-5 ...........
23,459
7%
113,544
7%
6-19 ...........
61,826
17%
330,738
20%
20-34 ...........
75,919
22%
374,276
23%
35-59 ...........
106,569
31%
471,351
29%
60-75 ...........
55,924
16%
230,136
14%
75 + ...........
23,168
7%
105,736
7%
346,865
100%
1,625,781
100%
Source: 1980 U.S. Census of Population and Housing.
C-15
Retail Sales
Although the City has 22 percent of the population of Dade
County, almost half of the dollar value of sales transactions for
Dade County are reported in the City. The following table
presents five years of taxable sales information for the City and
Dade County.
1985
Taxable Gross Sales
(000's)
1984 1983
1982
1981
Miami........... $ 5,900,000 $ 5,438,000 $ 5,214,000 $ 5,498,000 $ 5,296,400
Dade County..... 13,500,000 12,2230000 11,664,000 12,0400000 12,114,000
Miami/Dade...... 44% 44% 45% 46% 44%
Source: Department of Revenue; State of Florida.
Employment
The tables below indicate the scope of employment throughout
the City and Dade County.
Ten Largest Private Employers
Greater Miami
1985
Name
Eastern Airlines...................
Southern Bell Telephone
and Telegraph ....................
Burdines ...........................
University of Miami ................
Pan American World Airways.........
Florida Power and Light............
Southeast Banking Corporation/
Southeast Bank N.A...............
Miami Herald Publishing Company....
Publix .............................
Winn Dixie Stores, Inc .............
Type Of Number of
Business Employees
Airline 12,754
Utility
7,300
Department Store
6,065
University
5,200
Airlines
5,200
Utility
5,020
Bank 3,982
Newspaper 3,933
Supermarket 3,786
Supermarket 3,400
Source: Industrial Development Authority of Dade County.
C-16 86-" 553:._
Employed Persons by Industry Type
1980
Miami Percentage Dade County Percenta_qe
Agriculture, Forestry,
Fishing, Mining.......
Construction............
Manufacturing...........
Transportation,
Communication,
Public Utilities......
Wholesale Trade.........
Retail Trade............
Finance, Insurance,
Real Estate...........
Business and Repair
Services ..............
Personal Entertainment
and Services..........
Health Services.........
Educational Services....
Other Professional
Services ..............
Public Administration...
1,590
1%
14,850
2%
11,150
7
44,560
6
27,070
17
103,970
14
12,740
8
81,690
11
9,550
6
44,560
6
27,070
17
133,670
18
11,140
7
59,410
8
9,550
6
37,130
5
15,920
10
51,980
7
12,740
8
59,410
8
7,960
5
44,560
6
6,370
4
37,130
5
6,360
4
29,710
4
159,210
100%
742,630
100%
Source: 1980 U.S. Census of the Population and Housing.
Unemployment Rates
Annual Average
1985
1984 1983
1982
1981
Miami ..................... 9.2%
9.4% 12.0%
12.4%
7.8%
Dade County ............... 7.5
7.7 9.8
10.1
6.8
U.S....................... 7.2
7.5 9.6
9.9
7.6
Source: United States Department of Labor, Bureau of Labor
Statistics.
C-17 86-553...
m
Building Permits
The dollar value of building permits issued in the City and
unincorporated Dade County since 1978 is as follows:
BUILDING PERMITS ISSUED
(in 000's)
Year
1985
..................
1984
..................
1983
..................
1982
..................
1981
..................
1980
..................
1979
..................
1978
..................
City of Unincorporated
Miami Dade County
$322,785
$ 864,862
345,262
953,055
299,941
903,706
358,676
659,160
532,205
901,676
350,054
1,020,840
201,667
963,144
105,064
651,482
Source: City of Miami's Fire, Rescue and Inspection Services
Department and Dade County Department of Building and Zoning.
New residential construction in the City since 1978 has been
estimated as follows:
Number of
Year
Units
1985
...................
603
1984
1,018
...................
661
1983
...................
1982
...................
1,753
1981
...................
3,164
1980
...................
2,188
1979
1,995
...................
1,319
1978
...................
Source: City of Miami's Fire, Rescue and Inspection Services
Department.
C-18
APPENDIX D
FORM OF OPINION OF CO -BOND COUNSEL
D-1
8G-5 55 3'; ,.
City Commission
City of Miami
Miami, Florida
FORM OF OPINION OF BOND COUNSEL
(Date of Closing]
CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENUE BONDS
SERIES 1986
Ladies and Gentlemen:
We have acted as bond counsel in connection with the issu-
ance by the City of Miami, Florida (the "Issuer") of its Parking
System Revenue Bonds, Series 1986, dated July 1, 1986 (the
"Bonds") issued pursuant to the Constitution and laws of the
State of Florida, including Chapter 166, Part II, Florida
Statutes, and an ordinance of the Issuer enacted June 26, 1986.
We have examined the law and such certified proceedings and other
papers as we deem necessary to render this opinion.
We have not been engaged or undertaken to review the accur-
acy, completeness or sufficiency of the Official Statement or
other offering material relating to the Bonds (except to the
extent, if any, stated in the Official Statement) and we express
no opinion relating thereto (excepting only the matters set forth
as our opinion in the Official Statement).
As to questions of fact material to our opinion, we have
relied upon representations of the Issuer contained in the
Ordinance and in the certified proceedings and other certifica-
tions of public officials furnished to us, without undertaking to
verify the same by independent investigation.
Based on our examination, we are of the opinion, as of the
date hereof, as follows:
D-2
I. The Issuer is duly created and validly
existing as a municipal corporation of the State of
Florida with the power to enact the Ordinance and per-
form the agreements on its part contained therein and
to issue the Bonds.
II. The Ordinance has been duly enacted by the
Issuer and constitutes a legal, valid and binding obli-
gation of the Issuer enforceable upon the Issuer in
accordance with its terms. The Ordinance creates a
valid lien on and pledge of the Pledged Revenues, as
defined therein.
III. The Bonds have been duly authorized, exe-
cuted and delivered by the Issuer and are valid and
binding special obligations of the Issuer enforceable
in accordance with their terms, payable solely from the
sources provided therefor in the Ordinance.
IV. Under existing law, regulations, rulings
and judicial decisions, the interest on the Bonds is
exempt from Federal income taxation and the Bonds are
exempt from intangible personal property taxes imposed
pursuant to Chapter 199, Florida Statutes (1985).
On December 17, 1985, H.R. 3838 was adopted by the United
States House of Representatives, which provides for comprehensive
revisions of the Federal tax system, including modification of
the provisions relating to taxation of interest on bonds issued
by states, local governments and other public bodies. These
modifications would be, in general, effective with respect to
such bonds issued after December 31, 1985. However, in a Joint
Statement dated March 14, 1986, the Chairman and ranking members
of the House Ways and Means Committee and Senate Finance Commit-
tee and the Secretary of the Treasury endorsed a postponement of
the effective dates of certain provisions and restrictions of
H.R. 3838 for certain types of bonds issued before September 1,
1986 (or the date of enactment of tax reform legislation, if
earlier). The Bonds are of the type entitled to such effective
date postponement and interest on the Bonds would be exempt from
Federal income taxation under H.R. 3838 as adopted by the House
of Representatives on December 17, 1985, with effective dates
modified in conformity with the aforesaid Joint Statement dated
March 14, 1986. In the case of property and casualty insurance
companies, however, interest on the Bonds may be subject to an
D-3
alternative minimum tax during any period when such Bonds are
held by such companies for taxable years beginning after 1987.
On June 24, 1986, the United States Senate adopted a tax
reform bill with an amendment in the form of a substitute to H.R.
3838. The Senate bill includes provisions affecting tax-exempt
bonds, but generally would not apply such provisions to bonds
issued prior to the date of the bill's enactment. Interest on
the Bonds would be exempt from federal income taxation under the
Senate bill as adopted on June 24, 1986, except that under the
Senate bill, interest on the Bonds may be subject to an
alternative minimum tax during any period when such Bonds are
held by corporations.
It is to be understood that the rights of the owners of the
Bonds and the enforceability thereof may be subject to the exer-
cise of judicial discretion in accordance with general principles
of equity, to the valid exercise of the sovereign police powers
of the State of Florida and of the constitutional powers of the
United States of America and to bankruptcy, insolvency, reorgan-
ization, moratorium and other similar laws affecting creditors'
rights heretofore or hereafter enacted.
Very truly yours,
1
BRYANT, MILLER AND OLIVEW, P.A.
SPARBER, SHEVIN, SHAPO,
HEILBRONNER & BOOK, P.A.
86-553. ,-