HomeMy WebLinkAboutR-83-0905A RESOL TIO'N PROVIDING FOR THE ISSUANCE
01' AND FIXING AND DLTEfZI.1INING i1IL•' DATE,
PRINCIPAL AMOUNT, MATURITIES, INTEREST
RATES AND REDEMPTION PROVISIONS OF PARKING
SYSTEM REVENUE LONDS, SERIES 1983, OF THE
CITY OF MIAMI, FLORIDA, AUTHORIZED IN
THE AGGREGATE PRINCIPAL AMOUNT OF NOT
EXCEEDING $16,000,000 PURSliANT TO
ORDINANCE NO. 9618, DULY ENACTED BY
TIIE CITY COM14ISSION OF THE CITY OF MIAMI
ON MAY 31, 1983; PROVIDING FOR THE
DETERbIINATIONI OF SINKING FUND REQUIREMENTS
OF ANY TERM BONDS; DESIGNATING THE TRUSTEE,
PAYING AGENT AND ESCROW AGENT FOR TIIE
SERIES 1983 BONDS; DETERMINING THE
NEED FOR A NEGOTIATED SALE OF SAID
BONDS; APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY BY THE CITY OF
A BOND PURCHASE CONTRACT FOR SAID BONDS;
AWARDING TIIE SERIES 1983 BONDS; APPROVING
AND AUTHORIZING THE EXECUTION AND DELIVERY
OF AN ESCROW DEPOSIT AGREEMENT, BETWEEN
THE CITY A14D THE ESCROW AGENT; PROVIDING
FOR THE DISPOSITIO14 AND TRANSFER OF THE
i 014EYS AND SECURITIES ON DEPOSIT IN THE
FUI4DS AND ACCOUNTS ESTABLISHED FOR THE
OUTSTANDI14G BONDS; APPROVING AND RATIFYING
THE DISTRIBUTION OF A PRELIMINARY OFFICIAL
STATEMENT RELATING TO THE SERIES 1983
BONDS; AUTHORIZING THE EXECUTION, DELIVERY
AND DISTRIBUTION OF A FINAL OFFICIAL
STATEMENT; AUTHORIZING THE EXECUTION AND
DELIVERY OF CLOSING DOCUMENTS; REPEALING
RESOLUTION NO. 83-690, ADOPTED BY THE
COP•MISSION ON JULY 28, 1983; AND
PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Miami, Florida (herein called the
"City") has heretofore authorized the issuance of not
exceeding $16,000,000 aggregate principal amount of its
Parking System Revenue Bonds (herein called the "Bonds"),
pursuant to Ordinance No. 9618 (herein called the "Bond
Ordinance( ') , :duly enacted by the City Commission of the City
(herein calleLI the "Commission") on May 31, 1983; and
WHEREAS, the Bond Ordinance provides that the Commission
shall, by subsequent resolution or ordinance, determine the
details of the Donds, provide for the sale of the Bonds to
the purchasers and provide for the disposition of the several
CITY
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funds and accounts held under the 1966 Ordinance and the
1980 Ordinance (each as defined in the Bond Ordinance); and
WHEREAS, on July 28, 1983, in anticipation of the
Commission's August recess, the Commission adopted Resolution
No. 83-690 (herein called the "July Resolution") delegating
to the Mayor and other officials of the City authority to
fix certain details of the Bonds within the limits set forth
in the July Resolution; and
WHEREAS, because of unsettled market conditions, the
Bonds were not sold during the Commission's August recess;
and
WHEREAS, the Off -Street Parking Board of the City
(herein called the "Board") has advised the Commission that
market conditions have somewhat improved and has requested
the Commission to fix certain details of the Bonds, to award
the Bonds, to make other determinations as hereinafter set
forth and to repeal the July Resolution, now therefore,
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The Bonds shall be dated as of November 1,
1983, shall be in the denomination of $5,000 each or integral
multiples thereof, shall be designated "City of Miami Parking
System Revenue Bonds, Series 1983", and shall be issued in
the aggregate principal amount set forth in Schedule 1
attached hereto.
Section 2. (a) The Bonds shall bear interest from their
date (or from the date provided for in the Bonds and in the Bond
Ordinance) until their payment, payable semi-annually on the
1st day of each April and October of each year, commencing
April 1, 1984, at the rates shown on Schedule 1 attached
hereto (calculated on the basis of a 360-day year of twelve
thirty -day months), shall be term bonds or serial bonds or a
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83 —90 c,
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funds and accounts held under the 1966 Ordinance and the
1980 Ordinance (each as defined in the Bond Ordinance); and
WHEREAS, on July 28, 1983, in anticipation of the
Commission's August recess, the Commission adopted Resolution
No. 83-690 (herein called the "July Resolution") delegating
to the Mayor and other officials of the City authority to
fix certain details of the Bonds within the limits set forth
in the July Resolution; and
WHEREAS, because of unsettled market conditions, the
Bonds were not sold during the Commission's August recess;
and
WHEREAS, the Off -Street Parking Board of the City
(herein called the "Board") has advised the Commission that
market conditions have somewhat improved and has requested
the Commission to fix certain details of the Bonds, to award
the Bonds, to make other determinations as hereinafter set
forth and to repeal the July Resolution, now therefore,
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. The Bonds shall be dated as of November 1,
1983, shall be in the denomination of $5,000 each or integral
multiples thereof, shall be designated "City of Miami Parking
System Revenue Bonds, Series 1983", and shall be issued in
the aggregate principal amount set forth in Schedule 1
attached hereto.
Section 2. (a) The Bonds shall bear interest from their
date (or from the date provided for in the Bonds and in the Bond
Ordinance) until their payment, payable semi-annually on the
1st day of each April and October of each year, commencing
April 1, 1984, at the rates shown on Schedule 1 attached
hereto (calculated on the basis of a 360-day year of twelve
thirty -day months), shall be term bonds or serial bonds or a
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83-90u'
funds and accounts held under the 1966 Ordinance and the
1980 Ordinance (each as defined in the Bond Ordinance); and
WHEREAS, on July 28, 1983, in anticipation of the
Commission's August recess, the Commission adopted Resolution
No. 83-690 (herein called the "July Resolution") delegating
to the Mayor and other officials of the City, authority to
fix certain details of the Bonds within the limits set forth
in the July Resolution; and
WHEREAS, because of unsettled market conditions, the
Bonds were not sold during the Commission's August recess;
and
WHEREAS, the Off -Street Parking Board of the City
(herein called the "Board") has advised the Commission that
market conditions have somewhat improved and has requested
the Commission to fix certain details of the Bonds, to award
the Bonds, to make other determinations as hereinafter set
forth and to repeal the July Resolution, now therefore,
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAD;I, FLORIDA:
Section 1. The Bonds shall be dated as of November 1,
1983, shall be in the denomination of $5,000 each or integral
multiples thereof, shall be designated "City of Miami Parking
System Revenue Bonds, Series 1983", and shall be issued in
the aggregate principal amount set forth in Schedule 1
attached hereto.
Section 2. (a) The Bonds shall bear interest from their
date (or from the date provided for in the Bonds and in the Bond
Ordinance) until their payment, payable semi-annually on the
1st day of each April and October of each year, commencing
April 1, 1984, at the rates shown on Schedule 1 attached
hereto (calculated on the basis of a 360-day year of twelve
thirty -day months), shall be term bonds or serial bonds or a
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combination thereof, shall have such Sinking Fund Requirements
(as defined in the Bond Ordinance), if any, and shall be
stated to mature in the amounts and on the dates, all as
shown on Schedule 1 attached hereto.
(b) The Bonds maturing on or after October 1, 1994
shall be subject to redemption at the option of the City as
a whole at any time or in part on any interest payment date, in
the inverse order of their stated maturities and by lot within
a stated maturity, at the principal amount thereof, plus interest
accrued thereon to the date fixed for redemption, and without
premium.
Section 3. Sun Bank, National Association, Orlando, Florida,
is hereby designated as trustee and paying agent for the Bonds,
as trustee under the Bond Ordinance (herein called the "Trustee")
and as Escrow Agent for the Outstanding Bonds (as defined in
the Bond Ordinance).
Section 4. Upon the recommendation of the Board, the
City Commission has determined that given the uncertainties
and unsettled condition of the municipal bond market at the
present time and the need for maximum flexibility in structuring
the interest rates, maturities, principal amounts, Sinking
Fund Requirements (as defined in the Bond Ordinance) and
redemption provisions of the Bonds so as best to provide
level debt service for the City, which flexibility would not
be possible in competitive bidding, and that given the need
to structure the escrow deposit requirements for the Outstanding
Bonds in such a way as will comply with all federal laws, it
is in the best interest of the City to award the Bonds at
negotiated sale in lieu of having a competitive sale of said
Bonds. The Commission hereby approves and ratifies the actions
of the Board in soliciting proposals from and negotiating on
behalf of the City with various underwriters, and the Bond
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83-90"
Purchase Contract presented to the Commission b.Y william R.
Hough & Co. and Dean Critter Re,•nolds, Inc. and First Equity
Corporation of Florida and L.F. Rothschild, Unterberg, Towbin
(herein called the "Underwriters"), is hereby approved. The
Bond Purchase Contract, between the City and the Underwriters,
setting forth the provisions of the Bonds and the terms and
conditions upon which the Bonds will be issued (herein
called the "Bond Purchase Contract") is hereby approved, and
the execution and delivery of the Bond Purchase Contract in
substantially the form attached hereto as Exhibit A are
hereby authorized. The Bond Purchase Contract hereinabove
authorized to be executed shall be executed by and on behalf
of the City by the Mayor or Vice Mayor of the City, with the
official seal of the City impressed or imprinted thereon and
attested by the Clerk or any Deputy Clerk of the City in
substantially the form presented to the Commission at the
meeting of the Commission at which this resolution is adopted
and as attached hereto as Exhibit A, subject to such changes,
insertions, and omissions and such filling -in of blanks
therein as may be approved and made in such form of Bond
Purchase Contract by the officers of the City executing the
same pursuant to this Section, the execution and delivery of
such Bond Purchase Contract for and on behalf of the City by
such officers being conclusive evidence of the approval of
such officers of any such changes, insertions, omissions or
filling -in of blanks.
Section 5. The Commission has been presented with the
final Official Statement and a preliminary Official Statement
prepared by financial advisors to the City, together with
various officers of the City, and has examined and considered
the Official Statement. The City hereby ratifies the dis-
tribution of the preliminary Official Statement and authorizes
the distribution of the final Official Statement by the
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83-305-
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;'Underwriters in connection with the offering and sale of the
Bonds and hereby authorizes and directs the Mayor or the
Vice Mayor of the City, the Chairman of the Board and the
Director of the Department of Off -Street Parking of the City
to execute such Final Official Statement for and on behalf
of the City substantially in the form attached hereto as
Exhibit B with such changes, insertions, omissions and such
filling -in of blanks therein as may be approved and made in
such Official Statement by the officers of the City and the
Board executing the same pursuant to this Section, and the
Commission hereby further authorizes the delivery of the
final Official Statement to the Underwriters for their use
in connection with the offering and sale of the Bonds.
Section 6. The Commission hereby awards the Bonds to
the Underwriters in accordance with the provisions of the
Bond Purchase Contract for a purchase price of 97.0979668% of the
principal amount thereof ($13,457,778.20), and confirms its
receipt of a disclosure statement from the Underwriters complying
with the provisions of Section 218.385, Florida Statutes, as
amended.
Section 7. The Escrow Deposit Agreement between the
City and Sun Bank, National Association, as Escrow Agent
(herein called the "Escrow Agreement") is hereby approved,
and the execution and delivery of the Escrow Agreement in
substantially the form attached hereto as Exhibit C are
hereby authorized. The Escrow Agreement hereinabove authorized
to be executed shall be executed by and on behalf of the
City by the City Manager or any Assistant City Manager or by
the Mayor or Vice Mayor of the City, with the official seal
of the City impressed thereon and attested by the Clerk or
any Deputy Clerk of the City in substantially the form
presented to the Board at the meeting of the Board at which
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83-305-
this resolution is adopted and as attached hereto as Exhibit
C, subject to such changes, insertions, and omissions and
such filling -in of blanks therein as may be approved and
made in such form of Escrow Agreement by the officers of the
City executing the same pursuant to this Section, the exe-
cution and delivery of such Escrow Agreement for and on
behalf of the City by such officers being conclusive evidence
of any such changes, insertions, omissions or filling -in of
blanks.
Section 8. (a) As contemplated by the Bond Ordinance,
the Trustee is hereby authorized and directed, without
further action by the Commission, to take the actions required
to cause the moneys and securities in the following funds
and accounts established under the 1966 Ordinance to be
transferred as follows:
(i) Moneys or securities held by the depositary
or depositaries under the 1966 Ordinance (herein called
the "1966 Depositary") to the credit of the Revenue
Fund and the On -Street Meters Fund under the 1966
Ordinance shall be transferred to the Revenue Account
established by the Bond Ordinance;
(ii) Moneys or securities held by the trustee
under the 1966 Ordinance (herein called the "1966
Trustee") to the credit of the Bond Service Account
under the 1966 Ordinance shall be transferred to the
General Reserve Account established by the Bond Ordinance
and applied as provided in the Bond Ordinance;
(iii) Moneys or securities held by the 1966 Trustee
to the credit of the Reserve Account under the 1966
Ordinance shall be transferred to the General Reserve
Account established by the Bond Ordinance and applied
as provided in the Bond Ordinance;
6M.90t,
(iv) Moneys or securities held by the 1966 Depositary
to the credit of the Renewal and Extension Fund under
the 1966 Ordinance shall be transferred to the Renewal
and Replacement Account established by the Bond Ordinance;
(v) Moneys or securities held by the 1966 Trustee
to the credit of the Expansion Fund under the 1966
Ordinance shall be transferred to the General Reserve
Account established by the Bond Ordinance and applied as
provided in the Bond Ordinance; and
(vi) Moneys or securities, if any, held by the 1966
Trustee to the credit of the Redemption Account under the
1966 Ordinance shall be transferred to the General Reserve
Account established by the Bond Ordinance and applied as
provided in the Bond Ordinance.
(b) The Trustee is further authorized and directed
without further action by the Commission to take the actions
required to cause the moneys and securities in the following
funds and accounts established under the 1980 Ordinance to
be transferred as follows:
(i) Moneys or securities held by the trustee under
the 1980 Ordinance (herein called the "1980 Trustee")
to the credit of the Parking Bond Service Account
under the 1980 Ordinance shall be transferred to the
General Reserve Account established by the Bond Ordinance
for application as provided in the Bond Ordinance;
(ii) Moneys or securities, if any, held by the
1980 Trustee to the credit of the Parking Bond Redemption
Account under the 1980 Ordinance shall be transferred to
the General Reserve Account established by the Bond
Ordinance for application as provided in the Bond Ordinance;
and
(iii) The portion of the moneys or securities held
by the 1980 Trustee in the Parking Bond Reserve Account
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equal to the amount :ihich, together with the proceeds
received from the sale of the Bonds is equal to the
Reserve Requirement, shall be transferred to the Reserve
Account established by the Bond Ordinance, and the
balance of the moneys or securities held by the Trustee
in the Parking Bond Reserve Account shall be transferred
to the General Reserve Account established by the Bond
Ordinance.
Section 9. The Bonds, upon their execution substantially
in the form and manner set forth in the Bond Ordinance shall
be delivered to the Underwriters upon payment of the purchase
price thereof, all as more fully provided in and subject to
the terms and conditions of the Bond Purchase Contract.
Section 10. The Mayor, Vice Mayor, Clerk and any
Deputy Clerk, and the City Manager and any Assistant City
Manager are hereby authorized and directed to execute such
instruments, certificates and documents as may be necessary
and appropriate to carry out, and are hereby authorized and
directed to do all acts and things required therein by, the
provisions of this resolution, the Bonds, the Bond Ordinance,
the Escrow Agreement and the Bond Purchase Contract for the
full, punctual and complete performance of all the terms,
covenants, provisions and agreements of this resolution, the
Bonds, the Bond Ordinance, the Escrow Agreement, and the
Bond Purchase Contract.
Section 11. The July Resolution is hereby repealed in
its entirety.
Section 12. The officers, employees and agents of the
City are hereby authorized and directed to do all acts and
things necessary to carry into effect provisions of this
resolution.
Section 13. This resolution shall take effect immedi-
ately upon its adoption.
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83-905
PASSED AND ADOPTED this 25th day of October, 1983.
PlAURICE A. FERRE
M A Y O I2
ATTEST:
v.
PH G, ONGIE_--
CI Y ChERK
APPROVED AS TO FORM AND CORRECTNESS:
00'
t _
Z. 164gjt�=
SE R. GARCIA-PEDROSA _
TY ATTORNEY
83 •-905►
SCHEDULE 1
(a) The Series 1983 Bonds shall be issued in the aggregate
principal amount of $13,860,000, shall be a combination of
serial Bonds and term Bonds, and shall mature in the following
amounts on October 1 of the following years and shall bear
interest at the following rates:
Principal
Interest
Reoffering
Year
Amount
Rate
Prices
1984
155,000
6.000%
100%
1985
160,000
6.500
100
1986
175,000
7.000
100
1987
185,000
7.500
100
1988
200,000
8.000
100
1989
215,000
8.250
100
1990
235,000
8.500
100
1991
250,000
8.750
100
1992
275,000
9.000
100
1993
300,000
9.200
100
1994
325,000
9.400
100
1995
355,000
9.600
100
1996
390,000
9.750
100
1999
1,420,000
10.000
100
2003
2,660,000
10.250
100
2005
1,775,000
10.250
99 1/2
2009
4,785,000
10.375
100
(b) In satisfaction of the Sinking Fund Requirements (as
defined in the Bond Ordinance), the Series 1983 Bonds stated
to mature on October 1, 1999 will be subject to redemption
in part in accordance with the provisions of the Bond
Ordinance in the following amounts on October 1 of the
following years:
Year
Amount
1997
$430,000
1998
470,000
The remaining $520,000 aggregate principal amount of Series
1983 Bonds stated to mature on October 1, 1999 will be paid at
maturity.
(c) In satisfaction of the Sinking Fund Requirements (as
defined in the Bond Ordinance), the Series 1983 Bonds stated to
mature on October 1, 2003 will be subject to redemption in part
in accordance with the provisions of the Bond Ordinance in the
following amounts on October 1 of the following years:
Year Amount
2000 $570,000
2001 630,000
2002 695,000
The remaining $765,000 aggregate principal amount of Series
1983 Bonds stated to mature on October 1, 2003 will be paid at
maturity.
83-905
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(d) In satisfaction of the Sinking Fund Requirements (as
defined in the Bond Ordinance), the Series 1983 Bonds stated
to mature on October 1, 2005 will be subject to redemption in
part in accordance with the provisions of the Bond Ordinance
in the amount of $845,000 on October 1, 2004.
The remaining $930,000 aggregate principal amount of
Series 1983 Bonds stated to mature on October 1, 2005 will be
paid at maturity.
(e) In satisfaction of the Sinking Fund Requirements (as
defined in the Bond Ordinance), the Series 1983 Bonds stated to
mature on October 1, 2009 will be subject to redemption in
part in accordance with the provisions of the Bond Ordinance in
the following amounts on October 1 of the following years:
Year Amount
2006 $1,025,000
2007 1,130,000
2008 1,250,000
The remaining $1,380,000 aggregate principal amount of
Series 1983 Bonds stated to mature on October 1, 2009 will be
paid at maturity.
83-905+
THE CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENUE BONDS, SERIES 1983
BOND PURCHASE CONTRACT
October 25, 1983
Members of the City Commission
of The City of Miami, Florida
Gentlemen:
On the basis of the representations, warranties and
covenants and upon the terms and conditions contained in this
Bond Purchase Contract, William R. Hough & Co., Dean Witter
Reynolds Inc., L. F. Rothschild, Unterberg, Towbin and First
Equity Corporation of Florida (the "Underwriters"), acting
by and through their representative, William R. Hough & Co.
(the "Representative"), hereby offer to purchase from The
City of Miami, Florida (the "City") its Parking System
Revenue Bonds, Series 1983 (the "Series 1983 Bonds") in the
aggregate principal amount of $13,860,000, to be issued by
the City under and pursuant to Ordinance No. 9618 (the "Bond
Ordinance") enacted by the City Commission of the City (the
"Commission") on May 31, 1983 and certain resolutions of the
Commission adopted on October 25, 1983 (collectively, the
"Resolution"), at the purchase price of $13,457,778.20 plus
accrued interest thereon from (and including) the date of the
Series 1983 Bonds to (but not including) the date of the
Closing referred to in Section 2 hereof. The trust duties
created under the Bond Ordinance were accepted or are to be
accepted by a bank or trust company with trust powers which
shall be designated by the City prior to the delivery of the
Series 1983 Bonds (the "Trustee"). Proceeds received from
the sale of the Series 1983 Bonds will be used to refund the
City's presently outstanding Parking Facilities Revenue Bonds
(Series A) heretofore issued in the aggregate principal
amount of $3,200,000; Parking Facilities Revenue Bonds
(Series B) heretofore issued in the aggregate principal
amount of $1,600,000; Parking Facilities Revenue Bonds
(Series C) heretofore issued in the aggregate principal
amount of $3,150,000 and Parking Facilities Revenue Bonds
(Series 1980) heretofore issued in the aggregate principal
amount of $8,725,000 (such bonds presently outstanding herein
called collectively the "Outstanding Bonds"), to make a
deposit to the Reserve Account and to pay the costs of issu-
ance of the Series 1983 Bonds. The aggregate principal
amount of the Outstanding Bonds as of the date of issuance of
the Series 1983 Bonds is $14,110,000. Other available moneys
of the Department will be used to fund the balance of the
Reserve Account in an amount equal to the Reserve Requirement
on the Series 1983 Bonds, make a deposit to the Renewal
Replacement Account and pay the costs of constructing new
office facilities for the Department.
SECTION 1. THE CITY'S REPRESENTATIONS AND WARRANTIES.
By execution hereof, the City hereby represents and
warrants to the Underwriters that:
(a) The City is a body politic and corporate duly
created under the laws of the State of Florida (the
"State") and is validly existing as a municipal corpora-
tion under the Constitution and laws of the State. The
City is authorized by the provisions of the Constitu-
tion, the laws of the State and the Bond Ordinance, to
issue, sell and deliver the Series 1983 Bonds for the
purposes specified above, enact the Bond Ordinance and
the Resolution, enter into and perform its obligations
hereunder and under the Escrow Deposit Agreement, and to
pledge and assign, pursuant to and in accordance with
the provisions of the Bond Ordinance, the Net Revenues
(as defined in the Bond Ordinance) to the payment of the
principal of, premium, if any, and interest on the
Series 1983 Bonds.
(b) The City has complied and will comply with all
provisions of the Constitution and laws of the State in
connection with the issuance and delivery of the Series
1983 Bonds, and has full power and authority to consum-
mate all transactions contemplated by this Bond Purchase
Contract, the Bond Ordinance, the Resolution, the Series
1983 Bonds, the Escrow Deposit Agreement and any and all
other agreements relating thereto.
(c) All of the information contained in the Offi-
cial Statement, when finally reviewed and approved for
distribution as provided in the Resolution, and in any
amendment or supplement that may be authorized for use
by the City with respect to the Series 1983 Bonds (here-
inafter collectively referred to as the "Official State-
ment"), will be as of the Closing Date (as hereinafter
defined), true and will not contain any untrue statement
of a material fact and will not omit to state a material
fact necessary in order to make the statements made, in
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light of the circumstances under which they were made,
not misleading.
(d) The City has duly enacted the Bond Ordinance
and the Resolution providing for the issuance of and
security for the Series 1983 Bonds (including the pledge
of the Net Revenues to pay the principal of, premium, if
any, and interest on the Series 1983 Bonds) and the
appointment of the Trustee, Escrow Agent, Paying Agent
and Bond Registrar. The City has duly (1) authorized
the issuance and sale of the Series 1983 Bonds upon the
terms set forth herein and in the Bond Ordinance, the
Resolution, the Escrow Deposit Agreement and the Offi-
cial Statement; (2) approved the preliminary Official
Statement and authorized the execution and delivery of
the Official Statement by the Mayor or Vice -Mayor of the
City, the Chairman of the Off -Street Parking Board and
the Director of the Department of Off -Street Parking and
the distribution thereof by the Underwriters; (3)
authorized the execution, delivery and due performance
of this Bond Purchase Contract, the Series 1983 Bonds,
the Escrow Deposit Agreement and any and all such other
agreements and documents as may be required to be exe-
cuted and delivered by the City in order to carry out,
give effect to and consummate the transactions contem-
plated hereby and by the Official Statement. Executed
counterparts of the Escrow Deposit Agreement, signed
copies of the Official Statement and certified copies of
the Bond Ordinance and the Resolution will be delivered
to the Underwriters by the City on the Closing Date (as
hereinafter defined).
(e) There is no action, suit, proceeding, inquiry
or investigation at law or in equity or before or by any
court, public board or body pending or, to the knowledge
of the City, threatened against or affecting it (or, to
the knowledge of the City, any basis therefor), wherein
an unfavorable decision, ruling or finding would
adversely affect the transactions contemplated hereby or
by the Official Statement or the validity of the Bond
Ordinance, the Resolution, the Series 1983 Bonds, the
Escrow Deposit Agreement, this Bond Purchase Contract or
any agreement or instrument to which the City is a party
and which is used or contemplated for use in the consum-
mation of the transactions contemplated hereby or by the
Official Statement.
(f) The execution and delivery of the Official
Statement, this Bond Purchase Contract, the Series 1983
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83--9051
Bonds, the Escrow Deposit Agreement and the other agree-
ments contemplated hereby and by the Official Statement,
and compliance with the provisions thereof, will not
conflict with or constitute on the part of the City a
breach of or a default under any existing law, court or
administrative regulation, decree or order or any agree-
ment, indenture, mortgage, lease or other instrument to
which the City is subject or by which the City is or may
be bound.
(9) The City has not been notified of any listing
or proposed listing by the Internal Revenue Service to
the effect that the City is a bond issuer whose arbi-
trage certifications may not be relied upon.
(h) Any certificate signed by any authorized
officer or official of the City and delivered to the
Underwriters shall be deemed a representation and war-
ranty by the City to the Underwriters as to the state-
ments made therein.
(i) If, during such time as
final Official Statements ar
the offering and sale of t
event known to the City rel
City, its Department of Off
ment"), the Bond Ordinance or
which possibly could affect t
ness of any statement of a
the Official Statements, the
the Underwriters in writing
details of such event.
the preliminary and
e used in connection with
he Series 1983 Bonds, any
ating to or affecting the
street Parking (the "Depart -
the Resolution shall occur
he correctness or complete -
material fact contained in
City will promptly notify
of the circumstance and
SECTION 2. PURCHASE, SALE AND DELIVERY OF THE BONDS.
On the basis of the representations, warranties and
covenants contained herein and in the other agreements
referred to herein, and subject to the terms and conditions
herein set forth, on the Closing Date (as hereinafter
defined) the Underwriters jointly and severally agree to
purchase from the City all but not less than all of the
Series 1983 Bonds, in the aggregate principal amount of
$13,860,000 and the City hereby agrees to sell to the
Underwriters the Series 1983 Bonds for a purchase price of
$13,457,778.20, plus accrued interest from (and including)
the date of the Series 1983 Bonds to (but not including) the
date of the Closing referred to in this Section 2.
The Series 1983 Bonds shall bear interest from their
date until their maturity, payable semiannually on the first
day of each October and April of each year, commencing
-4-
83-9050
April 1, 1984, at the rate or rates as set forth on Exhibit A
hereto; and the Series 1983 Bonds shall be term bonds or
serial bonds or a combination thereof, shall have such
sinking fund requirements, if any, and shall be stated to
mature in the amounts and on the dates, all as set forth on
Exhibit A hereto. The Series 1983 Bonds shall be subject to
redemption at the option of the City according to the terms
set forth in the Bond Ordinance and the Resolution.
Upon the execution hereof, the Underwriters shall deliver
to the City a check payable to the order of the City in the
amount of one percent (1%) of the aggregate principal amount
of the Series 1983 Bonds to be issued as a good faith deposit
(the "Good Faith Deposit Check") for the performance by the
Underwriters of their joint and several obligations to accept
and pay for the Series 1983 Bonds on the Closing Date in
accordance with the provisions of this Bond Purchase Contract.
The Good Faith Deposit Check shall be held by the City and
immediately returned to the Representative once the Underwri-
ters have performed their joint and several obligations to
accept and pay for the Series 1983 Bonds on the Closing Date
in accordance with this Bond Purchase Contract. In the event
of the City's failure to deliver the Series 1983 Bonds on the
Closing Date (other than for fault of the Underwriters), or
if the City shall be unable to satisfy the conditions to the
obligations of the Underwriters contained herein (unless such
conditions are waived by the Underwriters), or if the obli-
gations of the Underwriters shall be terminated for any
reason permitted herein, the Good Faith Deposit Check shall
be immediately returned to the Representative without inter-
est and such return shall constitute a full release and
discharge of all claims by the Underwriters against the City
arising out of the transactions contemplated hereby. Only in
the event that the Underwriters fail (other than for a reason
permitted herein) to accept and pay for the Series 1983 Bonds
at the Closing as herein provided, shall the Good Faith
Deposit Check be cashed and the proceeds thereof retained by
the City as and for liquidated damages for such failure and
for any defaults hereunder on the part of the Underwriters,
and such retention shall constitute a full release and
discharge of all claims by the City against the Underwriters
arising out of the transactions contemplated hereby. The
City and the Underwriters understand that, in such event, the
City's actual damages may be greater or may be less than such
sum. Accordingly, the Underwriters hereby waive any right to
claim that the City's actual damages are less than such sum,
-5-
83-W ezo
and the acceptance of
a waiver of any right
from the Underwriters.
this offer by the City shall constitute
the City may have to additional damages
It shall be a condition of the City's obligation to sell
and deliver the Series 1983 Bonds to the Underwriters that
the entire aggregate principal amount of the Series 1983
Bonds shall be accepted and paid for by the Underwriters at
the Closing (as hereinafter defined). It shall be a condi-
tion of the obligation of the Underwriters to purchase and
accept delivery of the Series 1983 Bonds that the entire
aggregate principal amount of the Series 1983 Bonds shall be
issued and delivered by the City on the Closing Date.
The Series 1983 Bonds shall be issued under and secured
as provided in the Bond Ordinance and the Resolution, and the
Series 1983 Bonds shall have the maturities and interest
rates as set forth in Exhibit A hereto. Compensation to the
Underwriters and costs of issuance shall be in the approxi-
mate amounts set forth in Exhibit B hereto. The information
required by Section 218.385, Florida Statutes, as amended, is
set forth in Exhibit B hereto.
Payment for the Series 1983 Bonds shall be made in
federal funds payable to the order of the City, at a location
to be designated by the Underwriters, at 10:00 A.M. Eastern
Standard Time, on November 23, 1983, or such other time or
date as shall be mutually agreed upon by the City and the
Representative; provided, however, that such date be at least
22 days after the execution of this Bond Purchase Contract.
The time and date of such delivery and payment is herein
called the "Closing Date," and such delivery and payment is
herein called the "Closing." The Series 1983 Bonds shall be
delivered in definitive form, bear CUSIP numbers (provided
neither the printing of a wrong number on any Series 1983
Bond nor the failure to print a number thereon snall
constitute cause to refuse delivery of any Series 1983 Bond)
and shall be issued as fully registered bonds in such
denominations of $5,000 or integral multiples thereof and
registered to such persons as the Underwriters shall specify
in writing at least ninety six (96) hours prior to the
Closing Date. The Series 1983 Bonds shall be available for
examination and packaging by the Underwriters at least twenty
(20) hours prior to the Closing Date at such location as
designated by the Representative.
SECTION 3. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS.
The Underwriters' obligations hereunder shall be subject
to the due performance by the City of its obligations and
83-9044.
f
agreements to be performed hereunder at or prior to the
Closing Date and to the accuracy of the compliance with the
City's representations and warranties contained herein, as of
the date hereof and as of the Closing Date, and are also
subject to the following conditions:
(a) The Series 1983 Bonds, the Escrow Deposit
Agreement, the Official Statement and this Bond Purchase
Contract shall have been duly authorized, executed and
delivered in the form heretofore approved by the Repre-
sentative with only such changes therein as shall be
mutually agreed upon by the City and the Representative.
(b) On the date of execution hereof, there shall
be delivered to the Underwriters a letter or letters
from Deloitte Haskins & Sells, certified public account-
ants, in form and substance satisfactory to the Under-
writers, and at the time of Closing, there shall be
delivered a letter or letters in substantially the form
received on the date of execution hereof, concerning the
Official Statement, with appropriate changes between the
letters to make reference to the final Official State-
ment rather than the preliminary Official Statement and
to update the information contained in the prior letter
to a date not more than five days prior to Closing.
Deloitte Haskins & Sells shall further deliver at the
time of Closing a report of verification of the calcula-
tion of the amount of proceeds of the Series 1983 Bonds
required to refund the Outstanding Bonds in form and
substance satisfactory to Bond Counsel, Underwriter and
Underwriters' Counsel.
(c) On the date of execution hereof, there shall
be delivered to the Underwriters a report of Conrad
Associates East, Chicago, Illinois, an independent
parking consultant to the City, in substantially the
form and substance contained in the preliminary Official
Statement relating to the Series 1983 Bonds.
(d) At the Closing, the Representative shall
receive:
(1) (a) the unqualified approving opinion of
Brown, Wood, Ivey, Mitchell & Petty, Bond Counsel,
and supplemental opinions, which contain opinions
substantially to the effect of those set forth in
Exhibits C and D hereto, respectively, all dated as
of the Closing Date, satisfactory in form and sub-
stance to the Representative and Kutak Rock & Huie
and Fine Jacobson Block Klein Colan & Simon, P.A.,
-7-
83--9051
0 0
counsel to the Underwriters, ("Underwriters' Coun-
sel"); (b) the opinion, dated as of the Closing
Date, of Counsel for the Trustee, satisfactory in
form and substance to the Representative and Under-
writers' Counsel; (c) the opinion, dated as of the
Closing Date, satisfactory in form and substance to
the Representative; and (d) an opinion, dated as of
the Closing Date, of the City Attorney and General
Counsel of the Department which is satisfactory in
form and substance to the Representative, Under-
writers' Counsel and Bond Counsel as to those
matters which may be reasonably required;
(2) A certificate, satisfactory to the Under-
writers and Underwriters' Counsel, of the Mayor or
Vice -Mayor of the City, attested by the City Clerk
or of any other of the City's duly authorized
officers satisfactory to the Representative, dated
as of the Closing Date, to the effect that: (i) the
City has duly performed all of the City's obliga-
tions to be performed at or prior to the Closing
Date and that each of the City's representations
and warranties contained herein is true as of the
Closing Date; (ii) the City has, by all necessary
action, enacted the Bond Ordinance and the Resolu-
tion and authorized the execution, delivery,
receipt and due performance of the Series 1983
Bonds and the Escrow Deposit Agreement and any and
all such other agreements and documents as may be
required to be executed, delivered and received by
the City to carry out, give effect to and consum-
mate the transactions contemplated hereby and by
the Official Statement; (iii) no litigation is
pending, or, to his knowledge, threatened, to
restrain or enjoin the issuance or sale of the
Series 1983 Bonds or in any way affecting any
authority for or the validity of the Bond Ordi-
nance, the Resolution, the Series 1983 Bonds, the
Escrow Deposit Agreement or existence or powers of
the City or the Department or the Off -Street
Parking Board; (iv) the execution, delivery,
receipt and due performance of the Series 1983
Bonds, the Escrow Deposit Agreement and the other
agreements contemplated hereby and by the Official
Statement under the circumstances contemplated
hereby and thereby and compliance of the City with
the provisions thereof will not conflict with or
constitute on the part of the City or the Depart-
ment or the Off -Street Parking Board a breach of or
•
0 0
a default under any existing law, court or adminis-
trative regulation, decree or order or any agree-
ment, indenture, lease or other instrument to which
the City or the Department or the Off -Street Park-
ing Board is subject or by which the City or the
Department or the Off -Street Parking Board is or
may be bound, and (v) the information contained in
the Official Statement is true and correct in all
material respects and the Official Statement did
not as of this date, and does not as of the date of
delivery of the Series 1983 Bonds, contain any
untrue or incorrect statement of material fact and
does not omit to state a material fact necessary in
order to make the statements made therein, in light
of the circumstances under which they were made,
not misleading.
(3) Evidence that Standard & Poor's Corpora-
tion has assigned the rating of at least "A-" to
the Series 1983 Bonds, Moody's Investors Service,
Inc. has assigned the rating of at least "A" to the
Series 1983 Bonds and that such ratings remain in
effect as of the Closing Date;
(4) Such additional certificates and other
documents, agreements and opinions as the Under-
writers may reasonably request to evidence perform-
ance of or compliance with the provisions hereof
and the transactions contemplated hereby and by the
Official Statement, all such certificates and other
documents to be satisfactory to the Underwriters
and our counsel.
(e) The Series 1983 Bonds shall have been quali-
fied or registered for sale in, or, as set forth in a
memorandum of Underwriters' Counsel, shall oe exempt
from qualification or registration under the Blue Sky
laws of such states of the United States as shall be
designated by the Underwriters.
SECTION 4. THE UNDERWRITERS' RIGHT TO CANCEL.
The Representative shall have the right to cancel the
Underwriters' obligation hereunder to purchase the Series
1983 Bonds (and such cancellation shall not constitute a
default for purposes of Sections 2 and 7 hereof) by notifying
the City in writing or by telegram of their election to do so
between the date hereof and the Closing Date, if at any time
hereafter and prior to the Closing Date (or such other date
as specified herein):
-9-
0 r
(a) A committee of the House of Representatives or
the Senate of the Congress of the United States shall
have pending before it legislation, or a tentative
decision with respect to legislation shall be reached by
a committee of the House of Representatives or the
Senate of the Congress of the United States of America,
or legislation shall be favorably reported by such a
committee or be introduced, by amendment or otherwise,
in, or be passed by, the House of Representatives or the
Senate, or recommended to the Congress of the United
States of America for passage by the Chairman of the
Finance Committee, or Ways and Means Committee of the
Senate or House of Representatives, respectively, of the
United States of America, or be enacted by the Congress
of the United States of America, or a decision by a
court established under Article III of the Constitution
of the United States of America, or the Tax Court of the
United States of America, shall be rendered, or a rul-
ing, regulation or order of the Treasury Department of
the United States of America or the Internal Revenue
Service shall be made or proposed having the purpose or
effect of imposing federal income taxation, or of mate-
rially changing the existing Treasury rules and regula-
tions as they pertain to the Series 1983 Bonds, or any
other event shall have occurred which results in the
imposition of federal income taxation, upon revenues or
other income of the general character to be derived by
the City, the Department or by any similar body or upon
interest received on obligations of the general char-
acter of the Series 1983 Bonds, or the Series 1983
Bonds, which, in the Representative's opinion,
materially adversely affects the market price of the
Series 1983 Bonds;
(b) Any legislation, ordinance, rule or regulation
shall be introduced in or be enacted by any governmental
body, department or agency in the State of Florida, or a
decision by any court of competent jurisdiction within
the State shall be rendered which, in the Representa-
tive's opinion, materially adversely affects the market
price of the Series 1983 Bonds;
(c) A stop order, ruling, regulation or official
statement by, or on behalf of, the Securities and
Exchange Commission or any other governmental agency
having jurisdiction of the subject matter shall be
issued or made to the effect that the issuance, offering
or sale of obligations of the general character of the
Series 1983 Bonds, or the issuance, offering or sale of
the Series 1983 Bonds, including all the underlying
-10-
83•-9056
obligations, as contemplated hereby or by the Official
Statement, is in violation or would be in violation of
any provision of the federal securities laws, the Secu-
rities Act of 1933, as amended and as then in effect, or
the registration provisions of the Securities Exchange
Act of 1934, as amended and as then in effect, or the
qualification provisions of the Trust Indenture Act of
1939, as amended and as then in effect;
(d) Legislation shall be enacted by the Congress
of the United States of America, or a decision by a
court of the United States of America shall be rendered,
to the effect that obligations of the general character
of the Series 1983 Bonds, or the Series 1983 Bonds, are
not exempt from registration under or from other
requirements of the Securities Act of 1933, as amended
and as then in effect, or the Securities Exchange Act of
1934, as amended and as then in effect, or that the Bond
Ordinance is not exempt from qualification, as an inden-
ture under or other requirements of the Trust Indenture
Act of 1939, as amended and as then in effect;
(e) Any event shall have occurred, or information
become known, which, in the Representative's opinion,
makes untrue in any material respect any statement or
information contained in the preliminary or final Offi-
cial Statement as originally circulated, or has the
effect that the preliminary or final Official Statement
as originally circulated contains an untrue statement of
a material fact or omits to state a material fact neces-
sary in order to make the statements made therein, in
light of the circumstances under which they were made,
not misleading;
(f) Additional material restrictions not in force
as of the date hereof shall have been imposed upon
trading in municipal securities generally by any govern-
mental authority or by any national securities exchange;
(g) The Comptroller of the Currency, the New York
Stock Exchange or other national securities exchange, or
any governmental authority, shall impose, as to the
Series 1983 Bonds or obligations of the general char-
acter of the Series 1983 Bonds, any material restriction
not now existing, or increase materially those now in
force, with respect to the extension of credit by, or
the change to the net capital requirements of, or finan-
cial responsibility requirements of, the Underwriters;
-11-
83-90;
(h) A general banking moratorium shall have been
established by federal, New York or Florida authorities;
(i) A war involving the United States of America
shall have been declared, or any conflict involving the
armed forces of the United States of America shall have
escalated, or any other national emergency relating to
the effective operation of government or the financial
community shall have occurred, which, in the Representa-
tive's opinion, materially adversely affects the market
price of the Series 1983 Bonds;
(j) The rating for the Series 1983 Bonds, or any
other bonds issued by the City, shall have been down-
graded or withdrawn by a national rating agency, or the
conditions of any rating agency regarding the final
approval of any rating of the Series 1983 Bonds shall
not have been satisfied, which, in the Representative's
opinion, materially adversely affects the market price
of the Series 1983 Bonds; or
(k) A material default not known by the Under-
writers at the time of execution of this Bond Purchase
Contract shall have occurred with respect to the obliga-
tions of, or proceedings have been instituted under the
federal bankruptcy laws or any similar state laws by or
against any state of the United States or any city
located in the United States having a population in
excess of one million persons or any entity issuing
obligations on behalf of such a city or state and which
default or proceedings, in the Underwriters' opinion,
materially adversely affects the market price of the
Series 1983 Bonds:
SECTION 5. CONDITIONS OF THE CITY'S OBLIGATIONS.
The City's obligations hereunder are subject to the
Underwriters' performance of their obligations hereunder.
SECTION 6. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO
SURVIVE DELIVERY.
All of the City's representations, warranties and agree-
ments shall remain operative and in full force and effect,
regardless of any investigations made by the Underwriters on
their own behalf, and shall survive delivery of the Series
1983 Bonds to the Underwriters.
-12-
83-905-
All expenses and costs to effect the authorization,
preparation, issuance, delivery and sale of the Series 1983
Bonds (the Representative's fee for performing the escrow
calculation), the fees and disbursements of Brown, Wood,
Ivey, Mitchell & Petty, Bond Counsel, the expenses and costs
for the preparation, printing, photocopying, execution and
delivery of the Series 1983 Bonds, the preliminary and final
Official Statements, the Escrow Deposit Agreement, this Bond
Purchase Contract (excluding fees of the Underwriters'
Counsel) and all other agreements and documents contemplated
hereby, the fees of rating agencies with respect to the
Series 1983 Bonds, yield and cash flow verification fees, and
the various expenses and costs of Closing) shall be paid by
the City solely out of the proceeds of the Series 1983
Bonds. The Underwriters shall pay the fees and disbursements
of Underwriters' Counsel and any travel and entertainment
expenses incurred by the Underwriters and Underwriters'
Counsel. In the event there is no Closing, the Underwriters
and the City shall each bear their own expenses.
SECTION 8. USE OF OFFICIAL STATEMENT.
The City hereby authorizes the use, and will make avail-
able at its expense a reasonable number of copies, of the
preliminary and final Official Statements for use by the
Underwriters in connection with the sale of the Series 1983
Bonds.
SECTION 9. NOTICE.
Any notice or other communication to be given to the
City under this Bond Purchase Contract may be given by mail-
ing or delivering the same in writing to the City of Miami,
Department of Off -Street Parking, 190 N.E. Third Street,
Miami, Florida 33132; and any notice or other communication
to be given to the Underwriters under this Bond Purchase
Agreement may be given by delivering the same in writing to
William R. Hough & Co., One Fourth Street, North, St.
Petersburg, Florida 33731, Attention: Peter W. Zent.
SECTION 10. APPLICABLE LAW; NONASSIGNABILITY.
This Bond Purchase Contract shall be governed by the
laws of the State of Florida. This Bond Purchase Contract
shall not be assigned by the City.
-13-
83-905,
�rnwv.,ers�-
SECTION 11. PARTIES IN INTEREST.
This Bond Purchase Contract has been and is made for the
benefit of the City and the Underwriters and no other persons
shall acquire or have the right or interests under or by
virtue hereof.
SECTION 12. EXECUTION OF COUNTERPARTS.
This Bond Purchase Contract may be executed in several
counterparts, each of which shall be regarded as an original
and all of which shall constitute one and the same document.
Approved as to legal
form and sufficiency:
Accepted as of the date
first above written:
THE CITY OF MIAMI, FLORIDA
By
Mayor
Very truly yours,
WILLIAM R. HOUGH & CO.,
as Representative of the
Underwriters
By
-14-
83-905,
EXHIBIT A
THE SERIES 1983 BONDS
Due October 1
of Following
Principal Amount
1984
$155,000
1985
160,000
1986
175,000
1987
185,000
1988
200,000
1989
215,000
1990
235,000
1991
250,000
1992
275,000
1993
300,000
1994
325,000
1995
355,000
1996
390,000
1999
1,420,000
2003
2,660,000
2005
1,775,000
2009
4,785,000
-15-
Interest Rate Price
6.0%
100 %
6.5
100
7.0
100
7.5
100
8.0
100
8.25
100
8.5
100
8.75
100
9.0
100
9.2
100
9.4
100
9.6
100
9.75
100
10.0
100
10.25
100
10.25
99.5
10.375
100
83-' 905,
EXHIBIT B
[To Be Supplied By Underwriters]
-16-
83-9051
EXHIBIT C
DESCRIPTION OF CLOSING OPINION
OF BOND COUNSEL
The closing opinion of Brown, Wood, Ivey, Mitchell &
Petty, which is requi A under Section 3(c)(1) of this Bond
Purchase Contract, shall be addressed to the City and shall
be substantially in the form contained in the preliminary
Official Statement relating to the Series 1983 Bonds.
-17-
83-9050
EXHIBIT D
DESCRIPTION OF SUPPLEMENTAL OPINION
OF BOND COUNSEL
The supplemental opinion of Brown, Wood, Ivey, Mitchell
& Petty, which is required under Section 3(-)(1) of this Bond
Purchase Contract, shall be addressed to the Underwriters,
dated the date of Closing and to be to the following effect:
(1) The
Bond
Purchase
Contract has been
duly
authorized,
executed
and delivered
by the City
and
constitutes a
legal,
valid and
binding agreement of
the
City;
(2) The
Escrow
Deposit
Agreement has been
duly
authorized,
executed
and delivered
by the City
and
constitutes a
legal,
valid and
binding agreement of
the
City;
(3) Upon the purchase and deposit of the Govern-
ment Obligations (as defined in the Escrow Deposit
Agreement) with the Escrow Agent, the Net Revenues (as
defined in the Ordinance) will thereupon be available
for pledge and application under the Bond Ordinance to
the payment of the principal of and interest on the
Series 1983 Bonds; provided, however, that the holders
of the Outstanding Bonds (as defined in the Ordinance)
would have a claim upon Revenues (as defined in the
Ordinance) superior to the claim thereon of the holders
of the Series 1983 Bonds in the event that the proceeds
of the Government Obligations on deposit with the Escrow
Agent were insufficient to pay the principal of and the
interest on the Outstanding Bonds to the extent of any
such insufficiency;
(4) The Series 1983 Bonds are not subject to the
registration requirements of the Securities Act of 1933,
as amended, and the Bond Ordinance is exempt from
qualification as an indenture pursuant to the Trust
Indenture Act of 1939, as amended;
-18-
83-9051
(5) The statements contained in the Official
Statement under the captions "Authorization for the
Series 1983 Bonds," "Description of the Series 1983
Bonds," "Redemption Provisions," "Proposed Constitu-
tional Referendum on Revenue Limitations," "Validation"
and "Tax Exemption" and in the appendix entitled "Sum-
mary of Bond Ordinance" (insofar as such appendix pur-
ports to summarize certain provisions of the Bond
Ordinance) fairly present the information purported to
be shown therein.
-19-
83--90"1
william R. Hough & Co.
(�':E FOURTH STREET r,ORTH
P O GRA\ ER'0 1
ST rETERSi URG. FLORIDA 33731
iE�3b23 P�00
;,Sembers of the City Commission
City of Miami
351.0 Pan American Drive
14i ami , FL 33133
0
October 25, 1983
RE: $13,860,000 CITY OF MIAMI, FLORIDA, PARKING SYSTEM REVENUE BONDS,
SERIES 1983
Gentlemen:
In connection with the proposed issue of the above -mentioned bonds (the
"Bonds") arrangements are being made for the purchase of the Ronds by the under-
writers listed in schedule attached hereto.
The purpose of this letter is to furnish, pursuant to thr provisions of.
subsection W d Section 218.385, Florida Statutes as amended.
We represent to you as follows:
a. The co -senior managing underwriters are William R. Hough & Co. and Dean
Witter Reynolds and co -managers are L.F. Rothschild, Unterberg, Towbin
and First Equity Corporation of Florida. The addresses and estimated
expenses appear on Schedule 1 attached hereto.
b. There are no "finders", as defined in Section 218.386, Florida Stat-
utes, as amended, connected with the issuance of the Bonds;
c. The underwriting spread expected to be realized by the underwriters
wiII be $28.38 per $1,000 of par amount of Bonds.
d. The rnanage,�ent fee to be charged by the four managers is $3.00 per
S1,000 principal amount of Bonds;
e. 110 fee, bonus or other compensation has been or will be paid by any of
the Underwriters in connection with the issue of the Bonds to any per-
son not regularly employed or retained by the Underwriter (including
any "finder"); and
f. The name and address of the Financial Advisor to the City is set forth
in Schedule 1 attached hereto.
We understand that you do not require any further discussion pursuant to
Section 218.385(4), Florida Statues, as amended.
Very truly yours,
WILLIAM R. HO & CO.
Peter W. Ze t
Vice Presiden
83-905!
STAI E. CGUP:TY AND rl.UNICIPAL I ONDS
Schedule 1
NOTICE OF DISCLOSURE
PURSUANT TO FLORIDA STATUTES, SECTION 218.385
1. Itemized List of Expenses
(a)
Underwriters' Counsel
S34,930.38
(b)
COMILnicat ion
5,000.07
(c)
Travel and Out of Pocket
14,695.12
(d)
Clearance and Handling
6,930.00
(e)
Munifacts, Cusip and MSRB
8,160.00
(f)
Computer
13,860.O0
(g)
Closing
9,100.00
(h)
Advertising
8,221.30
( i )
Federal Funds
3,850.00
(j )
Miscellaneous
3,000.00
2.
No
compensation is to be paid to
anyone to act an an intermediary between
the
City and the Underwriter.
3.
The
expected Underwriters' spread
is $28.38 per 51,O00.00 par amount of
bonds.
4.
The
expected management fee to be
realized is $3.00 per $1,000.00 par
amount
of bonds.
5.
No
fees or bonuses are to be paid
by the Underwriter.
6.
The
Underwriters are:
William R. Hough & Co.
Dean Witter Reynolds, Inc.
One Fourth Street North
325 John Knox Road, Bldg. T
Suite 924
Tallahassee, FL 32303
St. Petersburg, FL 33701
L. F. Rothschild, Unterberg,
Towbin First Equity Corporation of FL
55 Water Street
100 Worth Biscayne
New York, NY 10041
IMiami , FL 33132
7.
The
Financial Advisor is:
Shearson/American Express, Inc.
100 North Biscayne Blvd.
Suite 1411
Miami, FL 33132
Dry _: 10/25/83
Disc: 12,026
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated November 23, 1983,
by and between the City of Miami, Florida (the "City") and
Sun Bank, National Association, a national banking associa-
tion organized and existing under the laws of the United
States of America and having its principal corporate trust
office in the City of Orlando, Florida, as Escrow Agent (the
"Escrow Agent")
W I T N E S S E T H:
WHEREAS, the City, pursuant to the provisions of
Ordinance No. 7414, duly enacted by the City Commission
of the City (the "City Commission") on March 16, 1966, as
amended (the "1966 Ordinance") has heretofore issued its
Parking Facilities Revenue Bonds (Series A) in the aggregate
principal amount of $3,200,000; its Parking Facilities
Revenue Bonds (Series B) in the aggregate principal amount
of $1,600,000; and its Parking Facilities Revenue Bonds
(Series C) in the aggregate principal amount of $3,150,000
(said bonds presently outstanding being herein called,
collectively, the "Outstanding 1966 Bonds"); and
WHEREAS, pursuant to Ordinance No. 9060, duly enacted
by the City Commission on April 10, 1980 (the "1980 Ordi-
nance"), the City has also issued its Parking Facilities
Revenue Bonds (Series 1980), in the aggregate principal
amount of $8,725,000, all of which are now outstanding and
unpaid (the "Outstanding 1980 Bonds" and, together with the
Outstanding 1966 Bonds, the "Outstanding Bonds"); and
WHEREAS, pursuant to Ordinance No. 9618, duly enacted
by the City Commission on May 31, 1983 (the "Bond Ordin-
ance"), bonds of the City designated "Parking System
Revenue Bonds, Series 1983", will be issued and delivered
on the date hereof in the aggregate principal amount of
$13,860,000 (the "Series 1983 Bonds"), for the purpose of
providing funds, together with other available funds, for
refunding all of the Outstanding Bonds, for making a de-
posit to the Reserve Account created by the Bond Ordinance
and for paying the costs of issuance of the Series 1983
Bonds; and
83-90S
___
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WHEREAS, the trustee for the Outstanding 1980 Bonds
is Florida National Bank of Miami (the "1980 Trustee");
and
WHEREAS, the trustee for the Outstanding 1966 Bonds
is Southeast Bank, N.A. (the "1966 Trustee"); and
WHEREAS, the City has made arrangements for the Escrow
Agent to purchase from a portion of the proceeds of the
Series 1983 Bonds together with cash to be deposited with
the Escrow Agent, Government Obligations (hereinafter
defined), the principal of and interest on which, when due,
will provide sufficient moneys to enable the Escrow Agent:
(i) to deposit with the 1966 Trustee, sufficient
moneys to pay as the same shall become due and payable
the principal of all Outstanding 1966 Bonds,
(ii) to deposit with the 1980 Trustee, sufficient
moneys to pay as the same shall become due and payable
the principal of all Outstanding 1980 Bonds stated to
mature on or before October 1, 1996 and the principal
of and redemption premium payable on October 1, 1990
with respect to the Outstanding 1980 Bonds stated to
mature on October 1, 1997 through October 1, 2009,
(iii) to deposit with the 1966 Trustee and the
1980 Trustee sufficient moneys to pay as the same shall
become due and payable the interest to accrue on all
Outstanding Bonds to their respective dates of payment
or redemption, and
(iv) to pay associated expenses; and
WHEREAS, in order to insure that the procedure re-
quired for paying the Outstanding Bonds will be followed,
the City and the Escrow Agent, with the consents of the 1966
Trustee and the 1980 Trustee, have agreed to enter into this
Escrow Deposit Agreement prior to the delivery of the Series
1983 Bonds;
NOW, THEREFORE, in consideration of the foregoing
and of the mutual covenants hereinafter set forth, the
parties hereto agree as follows:
1. Receipt of a true and correct copy of the Bond
Ordinance is hereby acknowledged by the Escrow Agent, and
reference herein to or citation herein of any provision of
2.
93-905
f
`i
said document shall be deemed to incorporate the same as a
part hereof in the same manner and with the same effect as
if such provision were fully set forth herein.
2. There is hereby created and established with
the Escrow Agent a special, segregated and irrevocable
escrow fund designated the "City of Miami Parking Facil-
ities Revenue Bonds Escrow Fund" (the "Escrow Fund") to be
held in the custody of the Escrow Agent for the benefit of
the holders of the Outstanding Bonds, as a trust fund
separate and apart from other funds of the City and the
Escrow Agent. The Escrow Agent hereby accepts the Escrow
Fund and acknowledges the receipt and deposit to the credit
of the Escrow Fund of the sum of $ in
immediately available funds representing a portion of the
proceeds received by the City from the sale and delivery of
the Series 1983 Bonds (the "Bond Proceeds").
3. The Escrow Agent represents and acknowledges
that, concurrently with the deposit of the Bond Proceeds
and other moneys under Paragraph 2 above, it has used
such Bond Proceeds and moneys (a) to purchase on behalf
and for the account of the City, from the United States
Treasury, certain non -interest bearing and interest -bear-
ing United States Treasury Certificates, Notes and Bonds --
State and Local Government Series, which are direct obli-
gations of the United States of America, in book -entry
form in the aggregate principal amount of $ (the
"SLGs") by payment of said principal amounts to the Fed-
eral Reserve Bank in Jacksonville, Florida, and for which
the Escrow Agent will credit such obligations (which are
described in Appendix A attached to this Agreement and
made a part hereof) to the Escrow Fund and (b) to make a
cash deposit in the Escrow Fund in the amount of $
The SLGs are hereinafter collectively referred to as the
"Government Obligations".
4. The City represents that the interest on and
the principal amounts successively maturing of the Govern-
ment Obligations in accordance with their terms and an
initial cash deposit are sufficient to insure that moneys
will be available to the Escrow Agent for payment to the
1966 Trustee and the 1980 Trustee, in amounts sufficient
to pay and redeem the Outstanding 1966 and 1980 Bonds as
described in the preambles to this Agreement. If the City
shall fail to deposit with the Escrow Agent cash and
Government Obligations the interest on and principal of
which shall be sufficient to provide the 1966 Trustee and
3.
93-905
the 1980 Trustee with funds sufficient to make such payments
as they become due and payable, the City shall timely
deposit in the Escrow Fund, solely from Net Revenues of the
Parking System (as defined in the Bond Ordinance), such
additional amounts as may be required to meet fully the
amount so to become due and payable. Notice of any insuffi-
ciency shall be given by the Escrow Agent to the City as
promptly as possible, but the Escrow Agent shall in no
manner be responsible for the City's failure to make
deposits. The Escrow Agent hereby agrees to accept from the
City such additional payments and to deposit such amounts to
the credit of the Escrow Fund. Nothing contained in this
Escrow Deposit Agreement, however, shall prohibit the City's
payment or the Escrow Agent's acceptance of such additional
amounts from legally available moneys derived from sources
other than Net Revenue of the Parking System.
5. To the extent funds are available in the Escrow
Fund, the Escrow Agent shall provide the 1966 Trustee and
the 1980 Trustee with amounts sufficient to pay the redemp-
tion premium, if any, and the interest on and the principal
of each Outstanding Bond in the manner specified in the 1966
Ordinance or the 1980 Ordinance. Any amount deposited to
the credit of the Escrow Fund from Net Revenues shall be
applied first to the payment of the Outstanding 1966 Bonds.
6. The Escrow Agent shall hold, for the benefit of the
holders of the Outstanding Bonds, the book -entry credits
of the SLGs in the Escrow Fund at all times as a special
and separate trust fund wholly segregated from other funds
and securities on deposit with the Escrow Agent, shall
never commingle the Government Obligations with other
funds or securities owned or held by it, and shall never
at any time use, loan, or borrow the same in any way other
than as provided in this Agreement. Nothing herein con-
tained shall be construed as requiring the Escrow Agent
to keep the identical money, or any part thereof, in the
Escrow Fund if it is impractical, but money of an equal
amount, except to the extent represented by the Government
Obligations, must always be maintained on deposit in the
Escrow Fund as trust funds held by the Escrow Agent as
trustee; and a special account for the Escrow Fund evi-
dencing such facts shall at all times be maintained on
the books of the Escrow Agent, together with such Govern-
ment Obligations so purchased.
7. The Escrow Agent shall from time to time collect
and receive the interest accruing and payable on the Govern-
ment Obligations and the maturing principal amounts of
4.
83-90it
4.
ILI
the Government Obligations as the same become due, and
credit the same to the Escrow Fund, so that the interest on
and proceeds of the Government Obligations, as such become
due, will be available, together with the cash deposit to
such fund, to meet the payment requirements of the Outstand-
ing Bonds with interest thereon as shown in Appendix B to
this Agreement.
8. Money deposited in the Escrow Fund shall be in-
vested only in the Government Obligations listed in Appen-
dix A, and neither the City nor the Escrow Agent shall
otherwise invest or reinvest any money in the Escrow Fund.
The Escrow Fund shall continue in effect until the
date upon which the Escrow Agent makes the final payment
to the 1966 Trustee and the 1980 Trustee in an amount
sufficient to pay the balance of the principal of and
interest and redemption premium, if any, coming due on
the Outstanding Bonds whereupon the Escrow Agent shall
sell or redeem any Government Obligations remaining in
the Escrow Fund, and shall remit to the City the proceeds
thereof, together with all other money, if any, then re-
maining the Escrow Fund.
9. The Escrow Agent shall not be liable or respon-
sible for any loss resulting from any investment made
in the Government Obligations.
10. In the event of the Escrow Agent's failure to
account for any funds or securities received by it for
the City's account under this Agreement, such funds
and securities shall be and remain the property of the
Escrow Fund, and the City and the holders of the
Outstanding Bonds shall be entitled to the preferred
claim, and shall have the first lien upon such funds,
and securities enjoyed by a trust beneficiary. The funds
and securities received by the Escrow Agent under this
Agreement shall not be considered as a banking deposit
by the City, and the City shall have no right or title
with respect thereto. The funds and securities so re-
ceived by the Escrow Agent as escrowee and trustee under
this Agreement shall not be subject to checks or drafts
drawn by the City.
11. On or before the first day of , ,
and of each year, commencing in , 1983, so
long as tTie Escrow Fund is maintained under this Agreement,
the Escrow Agent shall forward by letter to the City to
the attention of the Director of the Department of Off -Street
5.
83-9Q"
Parking of the City (the "Department"), and to the Off -Street
Parking Board (the "Board") to the attention of the Chairman,
a statement in detail of the Government Obligations held,
and the income and maturities thereof, and withdrawals of
money from the Escrow Fund since the last letter furnished
pursuant to this paragraph.
12. The Escrow Agent shall have no responsibility to
any person in connection herewith except those specifically
provided herein and shall not be responsible for anything
done or omitted to be done by it except for its own negli-
gence or misconduct or default in the performance of any
obligation imposed on it hereunder. The Escrow Agent,
except as trustee under the Bond Ordinance or as herein
specifically provided for, is not a party to, nor is it
bound by nor need it give consideration to the terms or
provisions of any other agreement or undertaking between the
City and other persons, and the Escrow Agent assents to
and is to give consideration only to the terms and provi-
sions of this Agreement. Unless it is specifically pro-
vided, the Escrow Agent has no duty to determine or inquire
into the happening or occurrence of any event or contingency
or the performance or failure of performance of the City
with respect to arrangements or contracts with others, with
the Escrow Agent's sole duty hereunder being to safeguard
the Escrow Fund and to dispose of and deliver the same in
accordance with this Agreement. If, however, the Escrow
Agent is called upon by the terms of this Agreement to
determine the occurrence of any event or contingency, the
Escrow Agent shall be obligated, in making such determina-
tion, to exercise reasonable care and diligence, and in
event of error in making such determination the Escrow Agent
shall be liable for its own misconduct or its negligence.
In determining the occurrence of any such event or contin-
gency, the Escrow Agent may request from the City, the
Department, the Board or any other person such reasonable
additional evidence as the Escrow Agent in its discretion
may deem necessary to determine any fact relating to the
occurrence of such event or contingency, and in this connec-
tion may inquire and consult with the City, the Department
and the Board, among others, at any time. The Escrow Agent
may consult with legal counsel, and the opinion of such
counsel shall be full and complete authority and protection
to the Escrow Agent as to any action taken or omitted by it
in good faith and in accordance with such opinion.
13. This Agreement is between the City and the
Escrow Agent only, with the consents of the 1966 Trustee and
the 1980 Trustee, and in connection therewith the Escrow
6.
83-905'
Agent is authorized by the City to rely upon the representa-
tions of the City in connection with this Agreement, and the
Escrow Agent shall not be liable to any person in any manner
for such reliance. The duty of the Escrow Agent hereunder
shall only be to the City and the holders of the Outstanding
Bonds. Neither the City nor the Escrow Agent shall assign
or attempt to assign or transfer its interest hereunder or
any part hereof. Any such assignment or attempted assign-
ment shall be in direct conflict with this Agreement and
without effect.
14. The Escrow Agent may act upon any written notice,
request, waiver, consent, certificate, receipt, author-
ization, power of attorney, or other instrument or docu-
ment which the Escrow Agent in good faith believes to
be genuine and to be what it purports to be.
15. Any notice, authorization, request, or demand
required or permitted to be given hereunder shall be
in writing and shall be deemed to have been duly given
when mailed by registered or certified mail, postage
prepaid, addressed as follows:
As to the City, if addressed to
Department of Off-S.treet
Parking of The City of Miami
190 N.E. 3rd Street
Miami, Florida 33132
Attention: Director
with a copy to:
City Attorney
The City of Miami
169 East Flagler Street, 11th Floor
Miami, Florida 33101
As to the Escrow Agent, if addressed to
Sun Bank, National Association
Corporate Trust Department
200 South Orange Avenue
Orlando, Florida 32801
As to the Board --
Off-Street Parking Board
190 N.E. Third Street
Miami, Florida 33132
Attention: Chairman
7. 83-905
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`r
16. whenever under the terms of this Agreement the
performance date of any act to be done hereunder shall fall
on a day which is not a legal banking day in the City of
Orlando, Florida, and upon which the Escrow Agent is not open
for business, the performance thereof on the next succeeding
business day of the Escrow Agent shall be deemed to be in
full compliance with this Agreement. whenever time is
referred to in this Agreement it shall be the time recog-
nized by the Escrow Agent in the ordinary conduct of its
normal business transactions.
17. Time shall be of the essence in the performance
of obligations from time to time imposed upon the Escrow
Agent by this Agreement.
18. This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective
successors, and assigns.
19. The Escrow Agent acknowledges receipt of $1.00 and
other good and valuable consideration for all of its costs,
charges, services, and expenses as Escrow Agent for the
Outstanding Bonds; provided, however, to the extent per-
mitted by law, the City agrees to indemnify the Escrow Agent
and to hold it harmless against any liability which it may
incur while acting in good faith in its capacity as Escrow
Agent under this Agreement, including, but not limited to,
any court costs and attorneys' fees. Such costs, charges,
expenses, and indemnification of the Escrow Agent shall be
paid solely from the Net Revenues of the Parking System and
in no event shall such costs, charges, expenses, and
indemnification give rise to any claim against the Escrow
Fund, the moneys in which are solely for the benefit of the
holders of the Outstanding Bonds.
20. The Escrow Agent may resign and thereby become
discharged from the trusts hereby created, by notice in
writing given to the City and published once in a newspaper
of general circulation published in the City of Miami,
Florida, and in a daily newspaper of general circulation or
a financial journal published in the Borough of Manhattan,
City and State of New York, not less than sixty (60) days
before such resignation shall take effect. The Escrow Agent
will continue to serve as Escrow Agent until a successor is
appointed. Such resignation shall take effect immediately,
however, upon the appointment of a new Escrow Agent here-+
under, if such new Escrow Agent shall be appointed before
the time limited by such notice and shall then accept the
trusts thereof.
8.
t33-905
21. The Escrow Agent may be removed at any time by
an instrument or concurrent instruments in writing, executed
by the holders of not less than fifty-one per centum (51%)
in aggregate principal amount of all of the Outstanding
Bonds then outstanding, such instruments to be filed with
the City, and notice published once in a newspaper of
general circulation published in the City of Miami, Florida,
and in a daily newspaper of general circulation or a
financial journal published in the Borough of Manhattan,
City and State of New York, not less than sixty (60) days
before such removal is to take effect as stated in said
instrument or instruments. A photographic copy of any
instrument filed with the City under the provisions of this
paragraph shall be delivered by the City to the Escrow
Agent.
The Escrow Agent may also be removed at any time iar
any breach of trust or for acting or proceeding in violation
of, or for failing to act or proceed in accordance with, any
provisions of this Agreement with respect to the duties and
obligations of the Escrow Agent by any court of competent
jurisdiction upon the application of the City or the
holders of not less than twenty per centum (20%) in aggre-
gate principal amount of all of the Outstanding Bonds.
22. If at any time hereafter the Escrow Agent shall
resign, be removed, be dissolved or otherwise become incap-
able of acting, or shall be taken over by any governmental
official, agency, department or board, the position of
Escrow Agent shall thereupon become vacant. If the position
of Escrow Agent shall become vacant for any of the foregoing
reasons or for any other reason, the City shall appoint
an Escrow Agent to fill such vacancy. The City shall
publish notice of any such appointment made by it once in
each week for two (2) successive weeks in a newspaper of
general circulation published in the City of Miami, Florida,
and in a daily newspaper of general circulation or a
financial journal published in the Borough•of Manhattan,
City and State of New York.
At any time within one year after such appointment
by the City the holders of a majority in principal amount of
all of the Outstanding Bonds then outstanding, by an
instrument or concurrent instruments in writing, executed
and filed with the City, may appoint a successor Escrow
Agent, which shall supersede any Escrow Agent theretofore
appointed by the City. Photographic copies of each such
instrument shall be delivered promptly by the City to the
predecessor Escrow Agent and to the Escrow Agent so ap-
pointed by the holders of the Outstanding Bonds.
9. 83-905
0 t
If no appointment of a successor Escrow Agent shall
be made pursuant to the foregoing provisions of this
paragraph, the holder of any Outstanding Bonds or any
retiring Escrow Agent may apply to any court of competent
jurisdiction to appoint a successor Escrow Agent. Such
court may thereupon, after such notice, if any, as such
court may beem proper and prescribe, appoint a successor
Escrow Agent.
23. This Agreement shall terminate when the Out-
standing Bonds and coupons applicable thereto have been
paid and discharged in accordance with the proceedings
authorizing the Outstanding Bonds.
24. If any one or more of the covenants or agreements
provided in this Agreement on the part of the City or
the Escrow Agent to be performed should be determined by a
court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be
severable from the remaining covenants and agreements herein
contained and shall in no way affect the validity of the
remaining provisions of this Agreement.
25. This Agreement may be executed in several counter-
parts, 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.
This Agreement shall be governed by the laws of the
State of Florida.
IN WITNESS WHEREOF, the parties hereto have each 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.
CITY OF MIAMI, FLORIDA,
By
(Vice] Mayor
10.
83- 9051
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(SEAL)
ATTEST:
Clerk
(SEAL)
ATTEST:
Trust Officer
Approved as to form and legal
sufficiency:
City Attorney
SUN BANK, NATIONAL ASSOCIATION
By
Vice President
CONSENT OF THE 1966 TRUSTEE
Southeast Bank, N.A., as trustee under the 1966
Ordinance, hereby consents to the execution and delivery of
this Agreement by the City and the Escrow Agent and agrees
to be bound by the terms and conditions of this Agreement,
including in particular, the provisions requiring it to pay
to the Escrow Agent the moneys or securities held to the
credit of the Bond Service Account and the Redemption
Account created under the 1966 Ordinance.
SOUTHEAST BANK, N.A.
By
Dated: November 23, 1983 Senior Trust Officer
83-905-
4 4
CONSENT OF THE 1980 TRUSTEE
Florida National Bank of Miami, as Trustee under
the 1980 Ordinance, hereby consents to the execution and
delivery of this Agreement by the City and the Escrow Agent
and agrees to be bound by the terms and conditions of this
Agreement, including in particular, the provisions requiring
it to pay to the Escrow Agent, the moneys or securities held
to the credit or the Parking Bond Service Account and the
Parking Bond Redemption Account created under the 1980
Ordinance.
FLORIDA NATIONAL BANK OF MIAMI
Dated; November 23, 1983 By[Title)
12.
83-90
ACKNOWLEDGMENT OF EXECUTION ON BEHALF
OF ESCROW AGENT
STATE OF NEW YORK
: ss.:
COUNTY OF NEW YORK )
This 23rd day of November, 1983, personally came
before me JOHN D. RACE, Vice -President of SUN BANK, NATIONAL
ASSOCIATION, who, being by me duly sworn, says.that by
authority duly given by, and as act of, said Bank, the
foregoing and annexed Escrow Deposit Agreement, dated
November 16, 1983, was signed by him as said Vice -
President on behalf and in the name of said Bank, and
personally came before me Trust Officer of SUN
BANK, NATIONAL ASSOCIATION, who, being by me duly sworn,
says that by authority duly given by said Bank she/he
impressed the corporate seal of said Bank upon the foregoing
and annexed Escrow Deposit Agreement in execution thereof
for and on behalf of said Bank and that she/he attested the
same as said Trust Officer by affixing her/his signature
thereon in attestation thereof, and said Vice -President and
Trust Officer further acknowledge that the foregoing and
annexed Escrow Deposit Agreement is the act and deed of Sun
Bank, National Association.
Witness my hand and official seal, this the 23rd day
of November, 1983.
Notary Public
(SEAL)
My Commission expires:
83-90"
ACKNOWLEDGMENT OF EXECUTION ON BEHALF
OF THE CITY
STATE OF NEW YORK
: ss.:
COUNTY OF NEW YORK
This 23rd day of November, 1983, personally came
before me , being and to me known
to be the (Vice] Mayor of THE CITY OF MIAMI, FLORIDA,
who, being by me duly sworn, says that by authority duly
given by, and as the act of, said City, the foregoing
and annexed Escrow Deposit Agreement, dated November 160
1983, was signed by him as said Mayor on behalf and in the
name of the City, and personally appeared,
being and known to be the [Deputy] Clerk of the City,
who, being by me duly sworn, says that by authority duly
given by said City he impressed the official seal of the
City upon the foregoing and annexed Escrow Deposit Agreement
in execution thereof for and on behalf of the City and that
he attested the same as said [Deputy] Clerk by affixing his
signature thereon in attestation thereof, and said [Vice]
Mayor and [Deputy] Clerk further acknowledged that the
foregoing and annexed Escrow Deposit Agreement is the act
and deed of the "ity.
Witness my hand and official seal this day
of November, 1983.
Notary Public
(SEAL)
My Commission expires:
83-905
4
APPENDIX A
ULE OF GOVERNMENT OBLIGATIONS
SLGs
est Maturity First Interest
e Issue Date Date Payment Date
93`9Ou
Pay t .-
..
-
APPENDIX B
REQUIREMENTS TO PAY AND REDEEM OUTSTANDING BONDS
83-9®5"
NFW ISSLiE� Rating: s: A
Standard fi 's: A - (See "RATIIJGS" herein)
In the opinion of Bond Counsel, interest on the Series 1983 Bonds is exempt from all
present federal income taxes, and the Series 1983 Bonds and the income thereon are not sub-
ject to incam taxation wider Florida Lew, except as to taxes imposed by Chapter 220, Florida
Statutes, on interest, income or profits on debt obligations owned by corporations, as
defined in said Chapter 220, Florida Statutes.
Dated: November 1, 1983
$13,860,OU0
THE CITY OF MIAMI, FWRIDA
PARKING SYSTEM REVMUE "MS, SERIES 1983
Due: October 1, as shown below
The Series 1983 Bonds are issuable as fully registered bonds without coupons in the
9enomination of $5,000 or integral multiples thereof. Interest on the Series 1983 Bonds
shall be paid semiannually on October 1 and April 1 in each year, commencing April 1, 1984,
by check or draft mailed to the registered owners thereof at the addresses shown on the
registration books kept by the Trustee, as Bond Registrar. Principal of the Series 1983
Bonds is payable upon presentation and surrender when due at the principal corporate trust
office of Sun Bank, National Association, Orlando, Florida, as Trustee. The Series 1983
Bonds my be transferred as described herein.
The Series 1983 Bonds are subject to optional and mandatory redemption prior to maturity
as further described herein.
Proceeds received from the sale of the Series L983 Bonds will be used to refund the
City's presently outstanding Parking Facilities Revenue Bonds (Series A), Parking Facilities
Revenue Bonds (Series B), Parking Facilities Revenue Bonds (Series C) and Parking Facilities
Revenue Bonds (Series 1980), to make a deposit to the Reserve Account and to pay the costs of
issuance of the Series 1983 Bonds. 'the aggregate principal amount of the outstanding Bonds
as of the date of issuance of the Series 1983 Bonds is $14,110,000. Other available moneys
of the Department will be used to fund the balance of the Reserve Account in an amount equal
to the Reserve Requirement on the Series 1983 Bonds, make a deposit to the Renewal and
Replacement Account and pay the costs of constructing new otfice facilities for the
Department.
Maturities. Amounts, Interest Rates and Prices or Yields
$3,220,000 Serial Bonds
interest
Maturity Amount Pate Price
1984 $155,000 h.0 1004
1985 160.000 6.5 100
1986 175.000 7.0 100
1987 185,000 7.5 100
1988 2001000 1.0 100
1989 215.000 8.25
1990 i35,000 5
1991 2501000
1,992 275,000 9.0 -
1993 300,000
1994 325,000 9.4 300
1995 355,000 9.6 Loa
1996 390,000 9.75 1J0
$1,420,000 10.0% Term Bonds due October 1, 1999 at 1008
$2,660,000 10.25% Term Bonds due October 1, 2003 at 100%
$1,775,000 10.254 Term Bonds due October 1, LO05 at 99.5%
$4,785,000 10.375% Term Bonds due October 1, :009 at 100%
(plus accrued interest from November 1, 1983)
The Series 1983 Bonds are offered when, as and if issued and received by the thder-
writers and subject to the receipt of an unqualified opinion as to the validity of the Series
1983 Bonds by Brown, Wood, Ivey, Mitchell fi Petty, New York, e,L-w York, Bond Counsel. Certain
legal matters will be passed on for the underwriters by their counsel, Fine Jacobson Block
Klein Colan & Simon, P.A., Miami, Florida, and Kutak RDCK fi !iuie, for the City by
J. Garcia -Pedrosa, Esq.. City Attorney of the City, and for the Department oy Ronald A.
Silver, General Counsel to the Department. It is expected that the Series 1983 Bonds in
definitive form will be available for delivery in New York, New York on or about lbvember 23,
1983.
WILLIAM R. FIXUGii fi CO.
DEAN WITTER REYNOLDS INC.
L. F. ROITSGtiILD, C.NTERBERG, TC)WBIN
FIRST EQUITY XRPORATION OF FLORIDA
October 25, 1983
83—JOu
[This Page Intentially Left Blank]
83-905*
No dealer, broker, salesman or other person has been
authorized to make any representations or to give any
information, other than as contained in the Official
Statement, and, if given or made, such other information or
representations must not be relied upon. This Official
Statement does not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale
of the Series 1983 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 public documents,
records and other sources considered to be reliable and,
while not guaranteed as to completeness or accuracy by the
Underwriters, is believed to be correct. 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 of Off -Street Parking 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 contained 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 of Off -Street Parking or the City since the
date hereof.
IN CONNECTION WITH THE OFFERING OF THE SERIES 1983
BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS
THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES
1983 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
Page
INTRODUCTION....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
AUTHORIZATION FOR THE SERIES 1983 BONDS ........... 3
DESCRIPTION OF THE SERIES 1983 BONDS .............. 4
REDEMPTIONPROVISIONS ............................. 5
SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS ... 7
ADDITIONAL BONDS, INTERIM, SHORT-TERM AND
SUBORDINATEDINDEBTEDNESS ....................... 14
PLANOF REFUNDING ................................. 16
ESTIMATED SOURCES AND APPLICATIONS OF FUNDS ....... 18
83-•905
DEPARTMENT OF OFF-STREET PARKING AND THE
OFF-STREET PARKING BOARD .......................
19
PROPOSED CONSTITUTIONAL REFERENDUM ON REVENUE
LIMITATIONS........................e...........
28
LITIGATION .......................................
29
FINANCIAL ADVISOR ................................
29
TRUSTEE AND BOND REGISTRAR AND ESCROW AGENT ......
29
CONSULTING ENGINEERS ...... ..... ....e.......... so.
30
VALIDATION ........................sees...........
30
UNDERWRITING..................................so.
30
RATINGS............. ...... ...so .... so ... ...... so.
30
TAXEXEMPTION ..................... ......e....... .
31
LEGALITY......................... ...e............
31
FINANCIAL STATEMENTS AND AUDITORS' REPORT ........
31
MISCELLANEOUS...............................sees.
31
EXECUTION OF AND CERTIFICATION CONCERNING
OFFICIALSTATEMENT ...............es............
32
APPENDIX A --Report of Conrad Associates East
APPENDIX B--Financial Statements For 1982 and
1981 and Auditors' Report
APPENDIX C--Summary of Bond Ordinance
APPENDIX D--Description of the City of Miami
APPENDIX E--Proposed Form of Bond Counsel Opinion
93-90E
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 1983 Bonds to potential investors is made only by
means of this entire Official Statement. No person is
authorized to detach this Summary Statement from the Official
Statement or otherwise to use it without this entire Official
Statement.
Issuer: The City of Miami, Florida
Parking System: The Parking System consists of
five parking garages, either
owned or managed by the
Department, which contain
approximately 5,007 spaces, 37
parking lots which contain
approximately 5,358 spaces, and
approximately 6,424 on -street
parking meters.
Department of Off -Street The Department operates, manages
Parking: and controls the Parking System
under the supervision of the
Off -Street Parking Board. The
Department is an agency and
instrumentality of the City
which was created, together with
the Board, by a special act of
the Florida Legislature. The
City and not the Department has
the power to issue revenue bonds.
Series 1983 Bonds: $13,860,000 aggregate principal
amount of Parking System Revenue
Bonds, Series 1983, dated as of
November 1, 1983, with interest
payable on October 1 and
April 1, commencing April 1,
1984. The Series 1983 Bonds are
issuable in fully registered
form without coupons in the
denomination of $5,000 or any
integral multiple thereof.
93-905
Security and Source of
Payment for the Series
1983 Bonds:
Proceeds received from the sale
of the Series 1983 Bonds will
be used to refund the City's
presently outstanding Parking
Facilities Revenue Bonds
(Series A); Parking Facilities
Revenue Bonds (Series B);
Parking Facilities Revenue
Bonds (Series C); and Parking
Facilities Revenue Bonds
(Series 1980), to make a
deposit to the Reserve Account
and to pay the costs of issu-
ance of the Series 1983 Bonds.
The aggregate principal amount
of such Outstanding Bonds as of
the date of issuance of the
Series 1983 Bonds is
$140110,000. Other available
moneys of the Department will
be used to fund the balance of
the Reserve Account in an
amount equal to the Reserve
Requirement on the Series 1983
Bonds, make a deposit to the
Renewal and Replacement Account
and pay the costs of construct-
ing new office facilities for
the Department.
The Series 1983 Bonds are
secured by a pledge of (a) Net
Revenues, (b) the rights of the
City and 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
Series 1983 Bond Ordinance.
The Series 1983 Bonds are
limited obligations of the
City, payable solely from the
funds and accounts established
under the Bond Ordinance.
Neither the faith and credit
83-905
nor the power of the City to
levy any taxes is pledged to
the payment of the Series 1983
Bonds. None of the property of
the Parking System is pledged
to pay the Series 1983 Bonds.
The Bond Ordinance requires
that in each month all Revenues
on deposit in the Revenue
Account which are in excess of
that month's Operations and
Maintenance Requirement be
withdrawn and that an amount,
which together -with amounts
already on deposit, be applied
(i) to the Interest Account,
equal to the interest due and
payable on the Series 1983
Bonds in the next ensuing six
months, (ii) to the Principal
Account, equal to the principal
due and payable on serial Bonds
in the next ensuing 12 months
and (iii) to the Sinking Fund
Account, equal to the Sinking
Fund Requirement for any term
Bonds in the next ensuing 12
months. Upon issuance of the
Series 1983 Bonds, the Reserve
Account will be funded from the
proceeds of the Series 1983
Bonds and other available
moneys of the Department in an
amount equal to the Reserve
Requirement for the Series 1983
Bonds.
Plan of Refunding: A portion of the proceeds of
the Series 1983 Bonds, together
with a portion of the moneys
and securities held in the
several funds and accounts
established for the Outstanding
Bonds, will be deposited with
the Escrow Agent pursuant to
the Escrow Deposit Agreement
and invested in Government
Obligations maturing in the
amounts and on the dates and
83--905
bearing interest at rates suf-
ficient to pay at maturity or
upon redemption all of the
$14,110,000 aggregate principal
amount of Outstanding Bonds.
See "PLAN OF REFUNDING --
Mathematical Calculations"
herein. The balance of the
funds held in the several funds
and accounts established for
Outstanding Bonds will be used
to make a deposit to the
Renewal and Replacement Account
for the Series 1983 Bonds, fund
the balance of the Reserve
Requirement and pay the costs
of constructing new office
facilities for the Department.
In the event the cash and prin-
cipal and interest on the
Government Obligations depos-
ited in the Escrow Fund are not
sufficient to pay the Outstand-
ing Bonds as they become due
and payable, the holders of the
Outstanding Bonds will have a
claim upon Net Revenues
superior to the claim of the
holders of the Series 1983
Bonds.
Debt Service Coverage: The following summary of his-
torical information and summary
of the projected debt service
coverage on the Series 1983
Bonds during the period shown
is from the Report of Conrad
Associates East, Consulting
Engineers, included herein as
Appendix A.
[This Space Intentionally Left Blank.)
83-90S
Revenues
Expenses(1)
Net Revenues
Available for
Debt Service
Current Debt
Service
Debt Service
Coverage
Historical Revenues, Expenses and
Debt Service Coverage
Years Ended September 30,
($ Stated in Thousands)
1978
1979
1980
1981
1982
$2,350
$2,467
$3,426
$3,846
$4,807
11224
1,383
1,664
1,742
2,449
$1,126 $1,084 $1,762 $2,104 $2,358
$ 461 $ 460 $1,002(2) $1,496(2) $1,476
2.44x 2.36x 1.76x 1.41x 1.60x
(1) Expenses exclude depreciation and interest expense.
(2) Reflects debt service requirements resulting from
the issuance of the Series 1980 Bonds. In 1980 and 1981
these amounts include $511,000 and $937,000, respectively,
of capitalized interest.
Source: Report of Conrad Associates East, Appendix A hereto.
Projected Revenues, Expenses and
Debt Service Coverage
Years Ending September 30,
($ Stated in Thousands)
1983 1984 1985 1986 1987
Revenues $5,775 $6,625 $7,130 $7,823 $8,586
Expenses(1) 31-205 3,690 4,199 4,618 5,081
Net Revenues
Available for
Debt Service $2,570 $2,935 $2,931 $3,205 $3,505
Debt Service(2) $1,478 $1,525 $1,525 $1,525 $1,525
Debt Service
Coverage 1.74x 1.92x 1.92x 2.10x 2.30x
(1) Expenses exclude depreciation and interest expense.
(2) Debt service for the years 1984 through 1987
assumes the issuance of the Series 1983 Bonds at an average
coupon of 10.25% on approximately $14,000,000 aggregate
principal amount of bonds.
Source: Report of Conrad Associates East, Appendix A hereto.
9
•
Additional Bonds: Additional Bonds may be issued
on a parity with the Series
1983 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)
to pay at maturity or redeem
prior to maturity all or part
of any series of Bonds then
outstanding, 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 (i) the sum
of Net Revenues from the most
recent fiscal year for which
audited financial statements
have been filed and the esti-
mated 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 (ii) the
sum of Net Revenues from the
most recent fiscal year for
which audited financial state-
ments have been filed and the
83-90S
estimated additional Net Reve-
nues which would have been
received if any rate adjust-
ment 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 one -fifth the total
estimated Net Revenues attrib-
utable to the Additional System
Facilities to be financed from
the proceeds of such Additional
Bonds for each of the five fis-
cal years immediately succeed-
ing the fiscal year in which
the Additional System Facil-
ities 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.
Additional Bonds issued for the
purposes of completing Addi-
tional System Facilities or
refunding any outstanding Bonds
of one or more series need not
satisfy the financial restric-
tions on the issuance of Addi-
tional Bonds to finance the
construction of Additional
System Facilities.
Interim Indebtedness: Interim Indebtedness may be
issued on a parity witn the
Series 1983 Bonds, provided
that the City meets certain
financial restrictions similar
to those restricting the issu-
ance of Additional Bonds to
finance the construction of
Additional System Facilities.
Subordinated Debt and
Short -Term Indebtedness: The City may issue Subordinated
Debt to finance the acquisition
83=9®S
and construction of any facili-
ties which the Board and the
Department may operate and
maintain pursuant to law,
except special purpose facili-
ties. 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 for which an audit is
available. In each Fiscal Year
there must be a period of 30
consecutive days when no
Short -Term Indebtedness is
outstanding.
Other Facilities: In addition to Additional
System Facilities, the Bond
Ordinance permits the Depart-
ment to acquire or construct
special purpose facilities and
other facilities and to finance
such facilities by means other
than Additional Bonds. The
Department may finance special
purpose facilities so long as
the obligations are not secured
directly or indirectly by
Revenues and the users of the
facilities pay charges suffi-
cient to pay the principal of,
premium, if any, and interest
on the obligations issued to
finance such facilities and to
pay operating expenses related
to the facilities. Upon
defeasance of the obligations
issued to finance the special
purpose facilities, such facil-
ities will become a part of the
Parking System. The Department
may finance other facilities
through the issuance of obliga-
tions that are not issued under
or secured by any items consti-
tuting security for the Series
83-; 19C?�
1983 Bonds. Such other facili-
ties may become part of the
Parking System upon resolutions
of the City and the Department
and delivery of certificates of
the chief financing officer and
Parking Consultants in accord-
ance with the Bond Ordinance.
(This Space Intentionally Left Blank)
83-905-
19
[This Page Intentially Left Blank]
83.905.
THE CITY OF MIAMI
MEMBERS OF CITY COMMISSION
Maurice A. Ferre, Mayor
Joe Carollo Miller J. Dawkins
Demetrio Perez, Jr. J. L. Plummer, Jr.
THE CITY OF MIAMI OFFICIALS
CityManager .....................
H.
V.
Gary
CityAttorney ....................
J.
Garcia -Pedrosa
Assistant City Manager ...........
R.
B.
Rosencrantz
Director of Finance ..............
C.
E.
Garcia
CityClerk ...............6.......
R.
G.
Ongie
MEMBERS OF THE OFF-STREET PARKING BOARD
Arnold Rubin, Chairman
H. Gordon Wyllie, Vice Chairman
Leslie Pantin, Sr. Dianne S. Smith David Weaver
DEPARTMENT OF OFF-STREET PARKING
Roger M. Carlton, Director
Certified Public Accountants
Deloitte Haskins & Sells
General Counsel to the Department
Ronald A. Silver, Esq.
Parking Consultant
Conrad Associates East, Chicago, Illinois
Financial Advisor
Shearson/American Express Inc.
New York City and Miami
83-90'5,
4
OFFICIAL STATEMENT
Relating To
$13,860,000
THE CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENUE BONDS, SERIES 1983
INTRODUCTION
This Official Statement, including the cover page,
Summary Statement and the Appendices hereto, is provided to
furnish information with respect to the issuance and sale by
The City of Miami, Florida (the "City") of $13,860,000
aggregate principal amount of its Parking System Revenue
Bonds, Series 1983 (the "Series 1983 Bonds," together with
any Additional Bonds which may be issued under the Bond Ordi-
nance, are collectively referred to herein as the "Bonds").
Proceeds received from the sale of the Series 1983 Bonds will
be used to refund the City's presently outstanding Parking
Facilities Revenue Bonds (Series A) heretofore issued in the
aggregate principal amount of $3,200,000; Parking Facilities
Revenue Bonds (Series B) heretofore issued in the aggregate
principal amount of $1,600,000; Parking Facilities Revenue
Bonds (Series C) heretofore issued in the aggregate principal
amount of $3,150,000 and Parking Facilities Revenue Bonds
(Series 1980) heretofore issued in the aggregate principal
amount of $8,725,000 (said bonds presently outstanding being
herein collectively called the "Outstanding Bonds"), to make
a deposit to the Reserve Account for the Series 1983 Bonds
and to pay the costs of issuance of the Series 1983 Bonds.
The aggregate principal amount of the Outstanding Bonds as of
the date of issuance of the Series 1983 Bonds, is
$14,110,000. See "PLAN OF REFUNDING" herein.
For the definitions of certain terms and phrases used in
this Official Statement, see "SUMMARY OF BOND ORDINANCE,"
Appendix C hereto.
AUTHORIZATION FOR THE SERIES 1983 BONDS
The Series 1983 Bonds are to be issued pursuant to the
authority of the Constitution and laws of the State of
Florida, particularly Chapter 166, Florida Statutes. Ordi-
nance No. 9618, enacted by the City Commission of the City
(the "City Commission") on May 31, 1983, and certain reso-
lutions in furtherance of Ordinance No. 9618 adopted by the
City Commission on October 25, 1983 (hereinafter, collec-
tively, the "Bond Ordinance") authorize the issuance of the
-3-
83--904.
Series 1983 Bonds to refund the Outstanding Bonds. The Bond
Ordinance authorizes the issuance of Series 1983 Bonds in an
aggregate principal amount of $13,860,000.
DESCRIPTION OF THE SERIES 1983 BONDS
The Series 1983 Bonds are issuable as fully registered
bonds without coupons in the denomination of $5,000 or inte-
gral multiples thereof. The Series 1983 Bonds are numbered
consecutively from one upwards, dated November 1, 1983, bear
interest from their date at the rates per annum set forth on
the cover page of this Official Statement and mature on
October 1 in the years and in the principal amounts set forth
on the cover page of this Official Statement.
Interest on the Series 1983 Bonds is payable semiannu-
ally on October 1 and April 1 of each year, commencing
April 1, 1984, until maturity thereof by check or draft
mailed to the registered owners thereof at the addresses
shown on the registration books kept by the Trustee, as Bond
Registrar. Principal of the Series 1983 Bonds is payable to
or upon the order of the registered owners or their legal
representatives, upon presentation and surrender of said
Series 1983 Bonds when due at the principal corporate trust
office of Sun Bank, National Association, Orlando, Florida,
as Trustee and Bond Registrar (which, together with any
successor trustee and bond registrar, is referred to herein
as the "Bond Registrar" or the "Trustee").
Provisions for Exchange and
Registration of Transfer
Any Series 1983 Bond may be transferred upon presenta-
tion and surrender of such Series 1983 Bond at the principal
corporate trust office of the Sun Bank, National Association,
Orlando, Florida, as Bond Registrar, accompanied by an
assignment duly executed by the registered owner or his
attorney or legal representative in a form satisfactory to
the Trustee. The Bond Registrar is required to note such
registration of transfer on the Bond and on the books main-
tained 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 Bond or any portion thereof. The
Series 1983 Bonds may be exchanged upon presentation and
surrender thereof, together with an assignment duly executed
by the registered owner or his attorney or legal representa-
tive for an equal aggregate principal amount of registered
Series 1983 Bonds of the same maturity of any authorized
-4-
83-9M
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 and any charge for
shipping and out-of-pocket costs incurred by the City and the
Bond Registrar in connection with such exchange, registra-
tion, or registration of transfer.
Ownership
The Bond Ordinance provides that the person in whose
name any Bond is registered shall be deemed and regarded as
the absolute owner thereof for all purposes including the
payment of principal of, premium, if any, and interest
thereon.
REDEMPTION PROVISIONS
Optional Redemption
Series 1983 Bonds maturing on or after October 1, 1994
shall be subject to redemption on or after October 1, 1993,
at the option of the City, as a whole at any time or in part
on any interest payment date, in integral multiples of
$5,000, in inverse order of their stated maturities and by
lot within a stated maturity, at 100% of the principal amount
thereof, plus accrued interest thereon to the date fixed for
redemption.
Mandatory Redemption Provisions
In satisfaction of the Sinking Fund Requirement, Term
Series 1983 Bonds maturing on October 1, 1999, 2003, 2005 and
2009 are subject to mandatory redemption or retirement 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:
Term Series 1983 Bonds
Due October 1, 1999
October 1
Amount
Pr ice
1997 $430,000 100%
1998 470,000 100%
1999 520,000 100%
-5-
83-905'.
16
Term Series 1983 Bonds
Due October 1, 2003
October 1
0
Amount Price
2000
$570,000
100%
2001
630,000
100%
2002
695,000
100%
2003
765,000
100%
Term Series 1983 Bonds
Due October 1, 2005
October 1
Amount
Price
2004 $845,000 99.5%
2005 930,000 99.5%
Term Series 1983 Bonds
Due October 1, 2009
October 1 Amount Price
2006 $1,025,000 100%
2007 1,130,000 100%
2008 1,250,000 100%
2009 1,380,000 100%
Extraordinary Optional Redemption
The 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 principal 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
insurance or from eminent domain proceeds to the redemption
of the 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 determined
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
-6-
0
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, while all of the Bonds are registered as to prin-
cipal, the Trustee shall cause a notice of redemption (a) to
be filed with the Paying Agents, and (b) to be mailed, post-
age 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 such notice shall not
affect the validity of the proceedings for redemption. Pub-
lished notice need not be given in a Daily Newspaper of
general circulation 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, provided all of the
Bonds to be redeemed are registered and the notice described
in (b) above is given.
SECURITY FOR AND SOURCE OF PAYMENT OF THE BONDS
The Bonds and the interest thereon are secured by a
pledge of (a) Net Revenues, (b) the rights 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 Bond Ordinance 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 said 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 dis-
charged. In the event that the Escrow Fund is insufficient
to pay the Outstanding Bonds as they become due and payable,
the holders of the Outstanding Bonds will have a claim upon
Net Revenues superior to the claim of the holder of the
Series 1983 Bonds. See "PLAN OF REFUNDING" herein.
The Bond Ordinance provides that the aforementioned
pledge shall not inhibit the sale or disposition of the
-7-
93-90"
Parking System. The Bond Ordinance provides certain limita-
tions on the sale or disposition of the Parking System. See
"SUMMARY OF BOND ORDINANCE," Appendix C herein.
"Net Revenues" means the excess of Revenues over Current
Expenses. For the definitions of Revenues and Current
Expenses, see "SUMMARY OF BOND ORDINANCE," Appendix C herein.
The Bonds are not general obligations of the City but
are limited obligations payable solely from the funds and
accounts created under the Bond Ordinance. The Bonds shall
not constitute a debt of the City for which the faith and
credit of the City are pledged. The issuance of the Bonds
shall not directly or indirectly or contingently obligate the
City to levy any tax or to pledge any form of taxation what-
ever therefor. The Bonds shall not constitute a charge, lien
or encumbrance, legal or equitable, upon any property of the
City, including the Parking System. See "SUMMARY OF BOND
ORDINANCE," Appendix C herein.
Net Revenues of the Parking System
Conrad Associates East, of Chicago, Illinois (the "Park-
ing Consultant"), has made a study of the historic and pro-
jected revenues and expenses of the Parking System, based in
part upon audited and unaudited data supplied by the Depart-
ment. The report of the Parking Consultant is reproduced as
Appendix A to this Official Statement and reference is made
to such report for more complete details concerning the
Parking System, the projections of revenues derived therefrom
and expenses incurred in relation thereto and the assumptions
underlying such projections.
The information in the following tables has been taken
from the aforementioned report of the Parking Consultant and
sets forth the historic and projected revenues and expenses
and debt service coverage of the Parking System.
[This space intentionally left blank.)
-8-
83-90 r-
Historical
Revenues, Expenses and Debt Service
Coverage
City
of Miami
Parking System(1)
($ Amounts Stated in Thousands)
Nine Months Ended
Fiscal Years
Ended September 30,
June
30,
(Lhaudited)
1978
1979
1980
1981
1982
1982
1983
OPERATING REVENUES:
Off -Street Facilities
$1,027
$1,165
$1,011
$1,197
$1,978
$1,480
$1,839
Parking Lots
556
608
804
902
1,200
874
1,251
On -Street Facilities
637
548
647
837
987
720
863
Other
6
12
142
55
89
27
26
TOTAL
$2,226
$2,333
$2,604
$22 991
$4,254
$_3 101
$3,979
OPERATING EXPENSES (2) :
Salaries and Benefits
$ 622
$ 710
$ 600
$ 597
$ 726
$ 502
$ 741
Repairs and Maintenance
245
211
474
456
570
423
583
Security and Enforcement
185
180
235
272
334
277
356
utilities
114
134
138
160
208
169
153
Other
58
148
217
257
611
375
543
TOTAL,
$1,224
$1,383
$1,664
$1,742
$2,449
$1,746
$2,376
NON -OPERATING INCOME:
Interest In
Current Investments
$ 19
$ 19
$ 59
$ 65
S 75
$ 56
$ 50
Restricted Investments
105
115
563
806
478
319
246
Gain (toss) on Disposal
of Property
200
(16)
4
(13)
TOTAL
$ 124
$ 134
$ 822
S 855
$ 553
$ 379
$ 283
NET REVENUES AVA_IABLE
FOR DEBT SERVICE
$jL.126
$1.084
$1.762
$2,104
$2.358
51.734
$1,886
Current Debt Service
$ 461
S 460
$1,002(3)
$1,496(3)
$1,476
Debt Coverage Ratio
2.44
2.36
1.76
1.41
1.60
(1) The Statement of Revenues and Expenses of the Department of Off -Street Parking of
The City of Miami for the three years ended September 30, 1980, 1981 and 1982 has been
examined by Deloitte Haskins 6 Sells, independent certified public accountants. Their
opinion for the years envied September 30, 1982 and 1981 appears in Appendix B of this
Official Statement. The Statement of Revenues and Expenses for the two years ended
September 30, 1978 and 1979 were examined by other auditors, using a different basis of
accounting. Operating revenues, operating expenses and non -operating income for the two
years ended September 30, 1978 and 1979, as they appear above, in the opinion of the
Department, conform to the basis of accounting used in the Statement of Revenues and Expenses
for the three years ended September 30, 1980, 1981 and 1982. Operating revenues, operating
expenses and non -operating income, as they appear above, for the nine months ended June 30,
1982 and 1983 include, in the opinion of the Department, all adjustments (consisting
primarily of normal recurring accruals) necessary 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 year. The above information
should be read in conjunction with the financial statements and related notes appearing in
Appendix B to this Official Statement.
(2) Expenses reflected herein exclude interest and depreciation expenses.
(3) Reflects debt service increase related to the Series 1980 Bonds. In 1980 and 1981
these amounts include $511,000 and $937,000, respectively, of capitalized interest which was
paid from the proceeds of the Parking Facilities Revenue Bonds (Series 1980) of the City of
Miami.
Source: Conrad Associates East.
-9-
83-905,
10 4
Projected Revenues, Expenses and Debt Service Coverage
City of Miami Parking System
($ Amount Stated In Thousands)
Fiscal Year Ended September 30,
1983 1984 1985 1986 1987 1988
OPERATING REVENUES:
Off -Street Facilities
$2,450
$2,870
$3,157
$3,473
$3,820
$4,202
Parking Lots
1,680
11920
2,112
2,323
2,555
2,811
On -Street Facilities
1,150
1,330
1,463
1,609
1,770
1,947
Other
95
180
198
218
240
264
TOTAL
$5,375
$6,300
$6,930
$7,623
$8,385
$9,224
OPERATING EXPENSES:
Salaries and Benefits
$1,000
$1,235
$1,420
$1,562
$1,719
$1,890
Repairs and Maintenance
810
900
990
1,089
1,198
1,318
Security and Enforcement
465
560
644
708
779
857
Utilities
215
245
282
310
341
375
Other
715
750
863
949
1,044
1,148
TOTAL
$3,205
$3,690
$4,199
$4,618
$5,081
$5,588
NON -OPERATING INCOME:
Interest Income
Current Investments
$ 25
$ 25
$ 25
$ 25
$ 25
$ 25
Restricted Investments
375
300
175
175
175
175
TOTAL
37 400
$ 325
$ 200
$ 200
$ 200
$ 200
NET REVENUES AVAILABLE
FOR DEBT SERVICE
Debt Service
Debt Coverage Ratio(1)
$2,570 $2,935 $2_ ._931 $3 205 $3,504 $3 836
$1,479 $1,525(2) $1,525(2) $1,525(2) $1,525(2) $1,525(2)
1.74 1.92 1.92 2.10 2.30 2.52
(1) Does not reflect a proposed assessment by a special assessment district
created by Dade County, Florida (see "Special Assessment District" herein) which would
reduce Net Revenues available for debt service by an amount estimated by the Depart-
ment as $99,000 for the fiscal year ending September 30, 1984, which estimate, if
correct, would result in a coverage for such fiscal year of 1.86.
(2) Assumes a coupon of 10.25% on approximately $14,000,000 aggregate principal
amount of Series 1983 Bonds outstanding.
Source: Conrad Associates East.
The footnotes above alone do not attempt to explain fully or detail all of the stand-
ards or assumptions underlying these projections. Reference to the Report of Conrad
Associates East in Appendix A hereto, which explains and details all of the standards
or assumptions used, is essential to understand or interpret fully these projections.
83-905,
-10-
I* I
Schedule of Debt Service
Requirements on the Series 1983 Bonds
The debt service requirements for the Series 1983 Bonds
are set forth below. The debt service requirements in each
year include a principal payment on October 1 and interest
payments on April 1 and October 1.
Serial Bond Term Bond
Principal Principal
Require- Require -
October 1 ments ments
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
155,000
-
160,000
-
175,000
-
185,000
-
200,000
-
215,000
-
235,000
-
250,000
-
275,000
-
300,000
-
325,000
-
355,000
-
390,000
-
-
430,000
-
470,000
-
520,000
-
570,000
-
630,000
-
695,000
-
765,000
-
845,000
-
930,000
-
1,025,000
-
1,130,000
-
1,250,000
-
1,380,000
Interest
Require-
ments
1,255,328.02
1,360,148.75
1,349,748.75
1,337,498.75
1,323,623.75
1,307,623.75
1,289,886.25
1,269,9ll.25
1,248,036.25
1,223,286.25
1,195,686.25
1,165,136.25
1,131,056.25
1,093,031.25
1,050,031.25
1,003,031.25
951,031.25
892,606.25
828,031.25
756,793.75
678,381.25
591, 768 .75
496,443.75
390,100.00
272,862.50
143,175.00
Total 3,220,000 10,640,000 25,604,258.02
Rate Covenant
To to 1
Require-
ments
1,410,328.02
1,520,148.75
1,524,748.75
1,522,498.75
1,523,623.75
1,522,623.75
1,524,886.25
1,519,911.25
1,523,036.25
1,523,286.25
1,520,686.25
1,520,136.25
1,521,056.25
1,523,031.25
1,520,031.25
1,523,031.25
1,521,031.25
1,522,606.25
1,523,031.25
1,521,793.75
1,523,381.25
1,521,768.75
1,521,443.75
1,520,100.00
1,522,862.50
1,523,175.00
39,464,258.02
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
-11-
83-9®5"
16 16
12-month period at least equal to the sum of (i) Current
Expenses for such period, plus (ii) 125% of the amounts
required to be deposited in the Interest, Principal and
Sinking Fund Accounts, plus (iii) the amounts required to be
deposited in the Reserve Account in such period.
If, in any such 12-month period, 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, 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.
The City and Department have further covenanted that no
free use of the Parking System will be permitted. The City
has covenanted in the Bond Ordinance that facilities for the
off-street parking of motor vehicles constructed or acquired
by the City which are not a part of the Parking System must
be managed and operated by the Department. The Department
manages the two parking garages which are presently owned by
the City. The management agreement for the garages provides
that the Department will receive a management fee in addition
to being reimbursed for all direct expenses.
Reserve Account
The Reserve Requirement for the Series 1983 Bonds will
be funded in full upon the issuance of the Series 1983 Bonds
from proceeds from the sale of the Series 1983 Bonds and
other available moneys of the Department. See "PLAN OF
REFUNDING" herein.
Collection and Enforcement Procedures
The Department presently employs 15 officers to enforce
parking regulations. Enforcement is concentrated in those
areas with the highest meter rate and shortest -term parking.
The Department has also implemented a program of attaching
restraints, commonly known as "Denver Boots," to vehicles
with a large number of unpaid parking tickets.
The meter collection procedures of the Department are
_ periodically reviewed and adjusted as required. These
procedures recently have been revised to minimize the amount
of money which accumulates in the meters before the next
collection. All meter housings have also been upgraded to
-12-
83-90S
inclule more vandal- and theft -resistant housings. In addi-
tion, the number of meter lock combinations has been
significantly increased.
The County is responsible for the collection and adju-
dication of all parking violations. Fines collected from
parking violations are split between the County and the City
with no portion going to the Department. The collection rate
for parking violations has been significantly below the
national average. The County, however, has recently imple-
mented a new computer -assisted parking ticket collection
procedure to help correct the reported collection rate of
forty-five percent (45%). Preliminary discussions have begun
between various City, County and Department officials, which
may result in the Department's receiving a portion of the
fines.
Special Assessment District
A special assessment district (the "District") has been
established by Ordinance 82-72, enacted by the Board of
County Commissioners of Dade County, Florida to finance a
portion of the downtown component of the Metrorail System,
commonly known as the "Downtown People Mover." The District
encompasses generally the central business district of the
City and includes three parking garages owned by the Depart-
ment and one parking lot of the Parking System. Ordinance
82-72 provides that an assessment may be levied to pay the
cost of the "Downtown People Mover Project," currently esti-
mated to be $27,000,000, together with any interest or
finance charges and administrative costs incident thereto
over a 15-year amortization period. Such ordinance provides
that the assessment is to be imposed on the basis of "net
leasable square feet." The Department' is of the opinion
that, under the definition of "net leasable square feet"
contained in Ordinance 82-72, the only area of the Depart-
ment's facilities subject to the assessment is the actual
area in which vehicles park and excludes the circulation
areas. Under this interpretation, the Department estimates
that less than 50% of the Department's buildings and one lot
are subject to the assessment. The total number of net leas-
able square feet included in the District is estimated to be
approximately 16.78 million square feet. The Department has
estimated its liability for approximately 450,000 net leas-
able square feet as approximately $99,000 for fiscal year
1984, the Department having assumed the correctness of its
interpretation of Ordinance 82-72, and further assuming an
assessment of $.22 per net leasable square foot. There is no
independent analysis which confirms the $.22 per net leasable
square foot as the amount which will be actually assessed by
-13-
83-90w
Dade County. No opinion of legal counsel has been received
to support the Department's interpretation of Ordinance
82-72. There has been no independent verification of the
accuracy of the estimates of the amount of potential liabil-
ity of the Department for such assessments or - its other
assumption.
The Department anticipates that its liability will be
reduced in future years as additional net leasable feet are
developed by other parties within the District. Any special
assessments which may be levied would be accounted for under
the Bond Ordinance as a Current Expense.
ADDITIONAL BONDS, INTERIM,
SHORT-TERM AND SUBORDINATED INDEBTEDNESS
Additional Bonds
The Bond Ordinance provides that the City Commission may
authorize the issuance of one or more series of Additional
Bonds on a parity with the Bonds for the purpose of providing
funds to (i) pay all or any part of the Costs of any Addi-
tional System Facilities; (ii) pay the Costs of completing
any Additional System Facilities; (iii) pay any debt obliga-
tions issued by the City or 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 con-
nection with the issuance of Additional Bonds. Additional
Bonds may also be issued on a parity with the Series 1983
Bonds for the purpose of providing funds for paying at matu-
rity 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 funding.
The Trustee may deliver Additional Bonds for the purpose
of paying the Costs of any Additional System Facilities only
if (i) the proceeds of the Additional Bonds together with
other funds available for such purpose are not less than the
estimated Costs of the Additional System Facilities; (ii) the
sum of Net Revenues from the most recent fiscal year for
which audited financial statements have been filed and 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
-14-
83-90S
Fiscal Year; and (iii) the sum of Net Revenues from the most
recent Fiscal Year for which audited financial statements
have been filed and the estimated additional 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, and 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 Addi-
tional Bonds then requested to be delivered.
The Trustee will not deliver Additional Bonds for the
purpose of refunding the outstanding Bonds of any series
unless any moneys deposited with the Trustee, together with
the proceeds of such Additional Bonds and the interest to
accrue upon any Govetnmental Obligations acquired to pay the
outstanding Bonds, are not less than an amount sufficient to
pay the principal of and the redemption premium, if any, on
the Bonds to be refunded, the interest that will accrue
thereon to the redemption date or the respective maturity
dates, and the expenses incident to such refunding.
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 Addi-
tional System Facilities set forth above under the caption
"Additional Bonds" could be satisfied if such Interim Indebt-
edness were issued with a maturity of twenty-five (25) years
after date of issuance, with substantially equal annual pay-
ments of principal and interest and with an interest rate
substantially equal to the market interest rate for similar
obligations of 25-year maturity at the time the calculation
is made and (ii) there is filed with the Trustee, simultane-
ously with the incurrence of such Interim Indebtedness, a
letter from a banking, investment banking or other appropri-
ate financial institution stating that, under the then cur-
rent market conditions, such Interim Indebtedness could be
placed or sold on the terms and conditions assumed for the
purposes of (i) above.
-15-
83=90�►
0
Subordinated Debt and
Short -Term Indebtedness
The City may issue Subordinated Debt to finance the
acquisition and construction of any facilities, other than
special purpose facilities, which the Board and Department
may operate and maintain 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
(1) 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 and (2) no Short -Term Indebtedness is outstanding
in each fiscal year for a period of 30 consecutive days.
PLAN OF REFUNDING
Upon the issuance of the Series 1983 Bonds, the City
will enter into an escrow deposit agreement (the "Escrow
Deposit Agreement") with Sun Bank, National Association,
Orlando, Florida (the "Escrow Agent") to provide for the
refunding of the City's $14,110,000 aggregate principal
amount of Outstanding Bonds.
The following is a summary of the Outstanding Bonds to
be refunded:
PAR AMOUNT
OUTSTANDING
ON INTEREST
YEAR OF FINAL ORIGINAL PAR OCTOBER RATES ON OUT -
SERIES ISSUANCE MATURITY AMOUNT ISSUED 1, 1983* STANDING BONDS
A
B
C
1980
1967 10/01/88 $ 3,200,000 $ 860,000
1967
1973
1980
10/01/94
10/01/02
1,600,000
3,150,000
1,460,000
3,065,000
10/01/09 8,725,000 8,725,000
$16,675,000 $14,110,000
4.60% - 4.70%
4.60% - 4.70%
5.50% - 6.00%
10.00% - 11.90%
*Amounts shown are the balances outstanding subsequent to the
scheduled principal payments on October 1, 1983.
-16-
83=9®u
0 0
The Bond Ordinance provides that upon receipt of the
proceeds of the Series 1983 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 Outstanding Bonds, will be invested simultaneously in
direct obligations of the United States of America ("Govern-
ment Obligations") maturing in amounts and bearing interest
at rates sufficient to pay, when due, (i) the principal of
and interest on all Series A Bonds, Series B Bonds and Series
C Bonds at their maturities, the final maturity date of each
series being October 1, 1988, October 1, 1994 and October 1,
2002, respectively, and (ii) the principal of and interest on
all Series 1980 Bonds scheduled to mature through October 1,
1996, and to redeem on October 1, 1990, at a redemption price
of 102-I/2% the Series 1980 Bonds maturing on October 1, 1997
and thereafter. See "ESTIMATED SOURCES AND APPLICATIONS OF
FUNDS," herein. The Government Obligations will be purchased
from the Treasury Department of the United States (or on the
open market) at interest rates which will 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 promulgated there-
under) not to exceed the yield permitted by the Code and such
regulations.
Under the Escrow Deposit Agreement, such amounts held by
the Escrow Agent, including the interest earnings on the
Government Obligations, are pledged solely for the payment of
the Outstanding Bonds and are not available for the payment
of the Series 1983 Bonds.
Upon deposit of the Governmei
Escrow Agent, the Net Revenues of
thereupon be available for pledge a
Bond Ordinance to the payment of
premium, if any, and interest on th
the opinion of Bond Counsel, in the
cipal and interest on the Government
it Obligations with
the Parking System
nd application under
the principal of
e Series 1983 Boners.
event the cash and 1
Obligations deposite
the
will
the
and
In
rin-
d in
the Escrow Fund are not sufficient to pay the Outstanding
Bonds as they become due and payable, the holders of the
Outstanding Bonds will have a claim upon Net Revenues
superior to the claim of the holders of the Series 1983
Bonds. The Escrow Deposit Agreement provides that if the
amounts in the Escrow Fund are insufficient to make payments
of the principal of and premium, if any, and interest on the
Outstanding Bonds as they become due and payable, the City
will timely deposit with the Escrow Agent from Net Revenues,
prior to the payment of principal of and interest on the
-17-
83-905.
0
Series 1983 Bonds, such additional amounts as may be required
to meet fully the amount to become due and payable on the
Outstanding Bonds. See "Mathematical Computations" herein.
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 Outstanding Bonds to be trans-
ferred to various funds and accounts established under the
Bond Ordinance. From the total amount to be transferred
(approximately $3,200,000), approximately $700,000 will be
deposited into the Renewal and Replacement Account and
approximately $950,000 will be deposited in the Reserve
Account for the Series 1983 Bonds. The balance of the
amounts transferred from the several funds and accounts
established for the Outstanding Bonds will be deposited in
the General Reserve Account and used to construct new office
facilities for the Department. See "ESTIMATED SOURCES AND
APPLICATIONS OF FUNDS," herein.
Mathematical Computations
William R. Hough & Co. will be paid a separate fee to
compute the adequacy of the Government Obligations to pay the
Outstanding Bonds at maturity or upon their redemption.
Deloitte Haskins & Sells, Certified Public Accountants, will
prove the accuracy of the mathematical computations of the
adequacy of the Government Obligations to be purchased with a
portion of the proceeds of the Series 1983 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 Outstanding Bonds prior to and upon redemption or at
their maturity, as the case may be.
ESTIMATED SOURCES AND APPLICATIONS OF FUNDS
The following is a summary of the estimated sources and
applications of funds required for the refunding (exclusive
of the accrued interest on the Series 1983 Bonds which will
be deposited to the Interest Account):
Sources:
Principal amount of
Series 1983 Bonds $13,860,000.00
Accrued Interest 83,688.53
Amounts held under the 1966 and
1980 Bond Ordinances (trans-
ferred from the following funds)
M.EE
83-90!
0 0
Debt Service Funds 125,000.00
Debt Service Reserve Funds 2,419,000.00
Renewal and Extension Funds 700,000.00
TOTAL SOURCES OF FUNDS
Applications of Funds:
Cost of Escrow
Beginning Cash $ 54.74
Purchase of Governmental
Obligations 13,148,600.00
Deposit to Reserve Account
Deposit to Renewal and
Replacement Account
Deposit to Series 1983
Bonds Sinking Fund Account
General Reserve Account
All other legal, financial and
administrative costs
Underwriters' Discount
Additional Bond Discount
TOTAL APPLICATIONS OF FUNDS
$171187,688.53
13,148,654.74
1,524,885.25
700,000.00
83,688.53
1,160,437.21
167,800.00
393,346.80
8,875.00
$17,187,688.53
DEPARTMENT OF OFF-STREET PARKING
AND THE OFF-STREET PARKING BOARD
In 1950, City Officials recognized that the City's rapid
growth and emergence as a major metropolitan area would 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 recom-
mendations for needed improvements.
Five years later, the Off -Street Parking Board recom-
mended that the responsibility for a municipal parking pro-
gram be centralized. In November, 1955, the recommendation
was implemented. The City Commission enacted an act estab-
lishing the Off -Street Parking Board. The State Legislature
enacted a special act now contained in the City's Charter
creating the Department of Off -Street Parking and the Off -
Street Parking Board and vesting the Board with the power,
duties and responsibilities customarily vested in the board
of directors of a private corporation. The Department is an
agency and instrumentality of the City and is charged with
the operation, management and control of the off-street
parking facilities of the City and all properties pertaining
thereto. The Department's budget and rates must be approved
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83-901;
0 0
by the City Commission and its bonds must be issued pursuant
to ordinance enacted by the City Commission. All expenses
the Department and Board incur in carrying out their duties
are paid solely from revenues generated by the Parking
System. The Department has stated that tax money has never
been used to pay debt service or the operating expenses of
the Parking System. The objective of the Department contin-
ues to be the development of a long-range, comprehensive
parking program for the City.
Members of Off -Street Parking Board
Member
Mr. Arnold Rubin, Chairman
Mr. H. Gordon Wyllie,
Vice Chairman
Mrs. Dianne S. Smith, Member
Mr. David Weaver, Member
Mr. Leslie Pantin, Member
Employees of the Department
of Off -Street Parking
Occupation
President, HUB Fashions
President, Southeast
Properties, Inc., Division
of Southeast Bank, N.A.
Assistant County Attorney,
Dade County
President, Intercap
Investments
President, Pantin Insurance
Agency
The Department presently employs 108 full-time and two
part-time persons. Approximately one-half of the employees
were recently hired to perform meter maintenance, meter
collection and parking regulation enforcement functions which
these employees had previously performed as employees of
Stroyne Brothers South Inc., an independent contractor. The
Department has stated that the hiring of these trained
employees will increase efficiency and not result in a
significant increase in the costs of operating the Parking
System.
The senior staff personnel employed by the Department
are listed below:
Roger Carlton has been the Director of the Miami Parking
System since June, 1981. Mr. Carlton earned an M.B.A. degree
from Georgia State University and is a Ph.D. candidate in
Administration at the University of Miami. He came to the
Parking System from Dade County, where he was an Assistant
County Manager.
-20-
83-905,
0 0
Arthur Brawn, Assistant Director for Operations, has
been with the City of Miami for 26 years. He is an
engineering graduate of the University of Florida and super-
vises all new construction and renovation.
Daniel Morhaim, Assistant Director for Finance, is a
Certified Public Accountant and a graduate of Florida
International University. He has recently joined the staff
after serving as Comptroller for Stiefel Laboratory Inc. He
manages the financial operations of the Parking System.
Raymond Sanders, Director of Accounting, oversees the
accounting functions of the Parking System. On the staff for
14 years, he holds degrees in accounting and taxation from
Long Island University.
Risa Ashman, Director of Marketing, received a Bachelor
of Science in Management and Consumer Affairs at Florida
International University. Her responsibilities include
marketing and public relations.
Clarice Northcutt, Special Assistant to the Director,
has been with the Miami Parking System for five years and is
responsible for the operation and management of the Depart-
ment's computer system. A graduate of the University of
Miami, she has a Bachelor of Business Administration degree
with a minor in computer programming.
William Ryan, Director of Maintenance, is a former
Connecticut state legislator, has 14 years' experience in
property management and is responsible for the maintenance of
all Department properties.
Budgeting Process and
Budget for 1983-84
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 and be so kept
that they will reflect the financial condition and the
operation of the Department.
The Bond Ordinance provides that not later than 90 days
prior to the beginning of each fiscal year (October 1), the
Department will prepare and submit to the Board and the City
Commission a preliminary budget of expenditures and revenues
for the ensuing fiscal year. On or before the first day of
each fiscal year, the Board and the City Commission are to
adopt the budget. In the event that such a budget is not
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adopted, the preliminary budget, or if there is none, the
budget for the preceding fiscal year, is, until the adoption
of the annual budget, deemed to be in force and is treated as
the annual budget. A parking consultant is required to
review the annual budget prior to adoption by the Board and
the City Commission and to recommend revisions to parking
rates as deemed appropriate. The preliminary budget will
also be filed with the Trustee. As a matter of Department
policy, the annual budget for the Department has been
approved in recent years by the Board in June and adopted by
the City Commission in July.
upon recommendation of the Board, the City Commission
may at any time adopt an amended or supplemental annual
budget for the Department for the remainder of the then
current fiscal year, but no such amended or supplemental
annual budget is effective until it has been approved by a
parking consultant.
The Department is required to prepare quarterly finan-
cial statements based on generally accepted accounting prin-
ciples. As a matter of policy, 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 no 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 and its parking lots and meter locations with daily
revenue logs. The Director and the Parking Consultant per-
form a comprehensive review of the rates and revenues of the
Parking System monthly and annually as part of the budget
process. Increases or decreases in the then current rates
are recommended as needed to insure that, at a minimum, the
rate covenant requirements outlined in the Bond Ordinance are
met. The present policy of the Board is to maximize Revenue
by keeping the rates of the Parking System at or just below
those of competing parking facilities in the downtown area
and at a level in keeping with good business practice in
other areas.
The chief factors which cause rate changes include: (1)
a change in the use of the facility and (2) a change in the
rates charged by competitive parking facilities. Locations
which become less profitable or even unprofitable are studied
in detail to determine the cause of the unprofitability and
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the probable trend. Parking meters are removed from unprof-
itable areas provided such a removal will not have an adverse
effect on an adjacent profitable facility. Prior to 1982,
rate change recommendations were made at random times only
when there was an apparent need to change rates to achieve
the desired Net Revenue of at least 150% of the current debt
service amount.
All rate changes must be submitted to the Board for
adoption. Rate changes adopted by the Board must subse-
quently be submitted to the City Commission for ratifica-
tion.
Existing Facilities
The Parking System consists of five parking garages
either owned or managed by the Department, 37 parking lots
and approximately 6,424 on -street parking meters. Although
most of these spaces serve the central business district of
Miami, important segments of the Parking System serve the
outlying areas of Coconut Grove, the Civic Center, Jackson
Memorial Hospital, the Garment Center, the Design Plaza, the
Omni and the Little River District.
On August 1, 1983 the Department had jurisdiction over
approximately 16,789 parking spaces in the following cate-
gories and approximate amounts:
Category Spaces
On -Street Parking Meters 6,424
Parking Lots 5,358
Parking Garages (owned) 2,457
Parking Garages (managed) 2,550
The growth of the total number of spaces contained
within the Parking System is reflected in the following table:
Category 1978 1981 1983
On -Street Parking Meters 4,434 4,425 6,424
Parking Lots 4,506 4,316 5,358
Parking Garages (owned) 2,097 1,565 2,457
Parking Garages (managed) -- - 2,550
Total Spaces 11,037 10,306 16,789
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Possible Future Projects and
Anticipated Financial Plans
In 1981, the Board engaged the Parking Consultant to
prepare a Five Year Capital Improvement Study (the "Study").
The Study identified a number of possible projects which
might merit specific feasibility studies. A review draft of
the Study was submitted to the Board in October, 1982. The
Board accepted the Study in concept, with the express provi-
sion that individual projects would require detailed feasi-
bility studies before further proceedings could occur on any
proposed project.
The Board has authorized a detailed feasibility study
for only one of the nine projects contained in the Study.
The Board engaged a consultant to prepare a feasibility study
for a 400-space parking facility. The proposed parking
facility, referred to as the Coconut Grove Playhouse Project,
would be a joint venture by the Department, the City, the
State of Florida and the private sector. The Board is await-
ing the receipt of the feasibility study before deciding
whether to participate in the project.
In 1981, the demand for parking spaces in the City's
central business district was estimated to be 21,300 spaces.
There was a supply of only 17,300 spaces, leaving a defi-
ciency of approximately 4,000 spaces. It was estimated that
the demand will reach a total of 32,000 spaces by 1987.
There are 4,000 spaces under construction by the private and
public sectors currently, and the Parking Consultant esti-
mates that 3,000 additional private spaces will be built by
1987.
The following table was prepared by the Department and
reflects the Department's reasonable expectation of facili-
ties to be added to the Parking System over the next five
years from excess revenues of the Parking System, the issu-
ance of Additional Bonds or the issuance of special purpose
facilities bonds. None of the projects reflected in the
following table that require additional debt financing has
been approved by the Board. The Department does not antici-
pate the use of any Subordinated Indebtedness to finance the
projects planned for future development.
[This space intentionally left blank.]
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YEAR LOCATION
SPACES(1)
ESTIMATED COSTS TO BE
FUNDED BY
SPECIAL
PURPOSE
CASH ADDITIONAL
FACILITIES
FLOW BONDS
BONDS
1983 Off -Street
Lots
150
$150,000
On -Street
Meters
500
150,000
Total
650
$300,000
1984 Coconut Grove
Playhouse 400 (2)
Little Havana Lots 350 $350,000
Off -Street Lots 150 150,000
On -Street Meters 500 150,000
Total 1,400 $650,000
1985 Civic Center Garage 750 (3)
Miamarina
Garage
400 (3)
Off -Street
Lots
150
$150,000
On -Street
Meters
500
150,000
Total
1,800
$300,000
1986 Off -Street
Lots
150
$150,000
On -Street
Meters
500
150,000
Total
650
$300,000
1987 Lot 10 (3)
1,500
Off -Street
Lots
150
$150,000
On -Street
Meters
500
150,000
Total
2,150
$300,000
$6,600,000
$6,600,000
$10,725,000
$10,725,000
$3,520,000
$3,520,000
$2,860,000
$2,860,000
(1) This table does not reflect managed facilities which are owned
and financed by other organizations.
(2) This project has been initially reviewed by the Board and is
subject to receipt of a satisfactory feasibility study.
(3) These projects have not been approved by the Board. Prior to
such approval, the Board must receive a satisfactory feasibility study
from the Parking Consultant.
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Other Operations
The Department is responsible for management of the
1,875-seat Maurice Gusman Cultural Center and the contiguous
80,000-square-foot, 10-story Olympia Building located in
downtown Miami. This complex was donated to the City in 1975
by philanthropist Maurice Gusman. A condition of donation is
that the Department operate the complex as an enterprise
fund. No Revenues of the Department are utilized to subsi-
dize operations of the Cultural Center and Olympia Building.
The surplus revenues of the office building have been
generally sufficient to fund the deficit of the Cultural
Center. The City is responsible under a verbal agreement
with the Department to fund any deficits of the operation of
the office building and cultural center.
A redevelopment program is being planned whereby the
private sector will compete to lease the Olympia Building for
redevelopment into a downtown activity and commercial
center. It is estimated by the Department that the developer
selection process will be completed during spring of 1984.
Impact of Metrorail on Net Revenues
Presently, the County is constructing Metrorail, a
21.5-mile rapid transit system which will serve the City and
certain nearby suburbs. The southern leg of the system is
scheduled to begin operation in December of 1983. The
remainder of the system is scheduled to begin operation in
late 1984. Construction has also begun on an elevated two-
way system, the Downtown People Mover, which will loop
through the downtown area and connect with the Metrorail
System. The Downtown People Mover is expected to begin
operation in late 1985.
A study prepared for the County as part of the Metrorail
planning included an evaluation of the impact Metrorail will
have on parking demand for the downtown area. That study
projected that Metrorail and the Downtown People Mover would
decrease parking demand in the downtown area from five per-
cent to eight percent. That study also indicated that the
downtown parking demand would resume its historic increase
and equal or exceed the parking demand prior to the intro-
duction of Metrorail within three to five years.
The Parking Consultant has concluded that Metrorail will
have a negligible impact on the Net Revenues of the Depart-
ment after evaluating the above -noted study, other studies of
parking in the downtown area, the location of the Depart-
ment's facilities, parking rates charged by the Department,
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the relative attractiveness of the Department's facilities
and the performance of the Department's facilities during
energy shortages.
Management of Metrorail
Parking System
In June, 1983 the County and the Department entered into
a contract which provides that the Department will manage the
approximately 15,000 parking spaces (six garages and 11 sur-
face lots) which the County expects to build to serve
Metrorail commuters. Under the terms of the contract, the
County will establish rates for such facilities after a
review of the annual budget and rate structure which the
Department has submitted. The County's Transportation
Administration and the Department will jointly develop an
operations manual for the parking facilities. The County
Manager will resolve any disputes between the parties.
The Department will be compensated currently for all
direct expenses from a drawing account containing an initial
deposit of three months' estimated direct expenses, which
account is to be replenished monthly by the County. Indirect
expenses will be compensated based upon an annually negoti-
ated, indirect cost plan. The indirect cost plan is
expressed by a percentage of direct costs for which the
Department will be reimbursed monthly. The Department will
also be compensated according to a management incentive plan
under which the guaranteed minimum payment will be $100,000
per year. If net revenues exceed the annually negotiated
base, the Department may earn as much as 10% of the excess
revenues above the negotiated figure. Additionally, if the
County decides to operate its parking facilities at a loss,
the Department will receive $100,000 plus a management
incentive fee which would be determined in relation to the
amount by which the expected loss is reduced.
The contract may be terminated with one year's notice by
the Department or at any time by the County. If the County
terminates the contract, the County will be responsible for
all costs incurred by such termination.
Retirement Plans and
Pension Liabilities
The Department is the sole sponsor of a defined benefit
pension plan (the "Plan") which covers substantially all of
the eligible full-time employees of the Department and the
Gusman Cultural Center and Olympia Building.
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The Plan, effective since November 14, 1971, requires
contributions from employees at a rate of 6-1/2% of their
salaries. The Department's contribution is equal to the
remaining amount necessary to fund the Plan adequately. As
of September 30, 1982, the Plan was fully funded.
In accordance with the Plan, the Department is required
to fund liabilities of the Plan based upon actuarial valua-
tions. Actuarial valuations of the Plan are required every
three years, although it has been the policy of the retire-
ment board created under the terms of the Plan to obtain such
valuations at the end of each fiscal year.
The actuarially computed present value of accumulated
plan benefits at September 30, 1982 and 1981 were as follows:
1982 1981
Vested $204,610 $110,503
Nonvested 105,692 60,620
Total $310,302 $171,123
Net assets available for benefits $456,205 $355.850
The Department's pension costs for the years ended
September 30, 1982 and 1981 amounted to $28,680 and $5,253,
respectively. Pension costs for 1982 and the budgeted
amounts for the fiscal years ending September 30, 1983
($42,440) and 1984 ($76,850) reflect the Department's policy
to fund such pension costs in the year incurred. The
increased contributions reflect expansion of the Department's
operations of owned and managed facilities as described in
the Report of Parking Consultant, Appendix A hereto.
PROPOSED CONSTITUTIONAL REFERENDUM
ON REVENUE LIMITATIONS
Florida's Department of State has certified a petition
to place on the ballot for the November, 1984 election an
amendment to the Florida Constitution to limit the revenue
received by the State and each taxing unit thereof to the
revenue received in the 1980-81 fiscal period, plus ad
valorem taxes due to new construction subject to assessment
for the first time and annual adjustments equal to the
1980-1981 revenue times two-thirds of the percentage change
in the Consumer Price Index. The maximum annual adjustment
increase for ad valorem taxes is five percent. As defined in
the proposed amendment, "revenue" includes ad valorem taxes,
other taxes and all other receipts, including receipts of
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agencies and instrumentalities and proprietary and trust
funds, but excludes receipts from the United States Govern-
ment and its instrumentalities, bonds issued, loans received
and the cost of investments sold.
The proposed amendment, however, does provide expressly
that these revenue limits may be exceeded to the extent
necessary to avoid impairment of obligations, contracts or
bonds existing on the effective date of the amendment.
Whether the proposed amendment will be approved by the
voters and the effect the proposed amendment will have on the
City and its Department cannot be predicted at this time.
Similarly, the effect of the savings clause on rate covenants
and on prohibiting limitation of revenue pledged to bonds
(including the Series 1983 Bonds) which have been issued
prior to November, 1984 may be determined only after the
enactment of legislation implementing the proposed amendment
and court decisions interpreting its effect. Litigation is
presently pending challenging the proposed amendment.
LITIGATION
In the opinion of the City Attorney and the General
Counsel of the Department, there is not now pending any liti-
gation restraining or enjoining the issuance or delivery of
the Series 1983 Bonds or the pledging of the Net Revenues or
questioning or affecting the validity of the Series 1983
Bonds or the Net Revenues or the proceedings and authority
under which the Series 1983 Bonds are to be issued. Neither
the creation, organization or existence nor the title of the
present members of the Board, the Department, the City Com-
mission or other officers of the City to their respective
offices is being contested. In the opinion of the City
Attorney and the General Counsel of the Department, there are
no pending or threatened lawsuits against the Department.
FINANCIAL ADVISOR
Shearson/American Express Inc. is acting as Financial
Advisor to the City and the Department in connection with the
issuance of the Series 1983 Bonds.
TRUSTEE AND BOND REGISTRAR
AND ESCROW AGENT
The initial Trustee and Bond Registrar for the Series
1983 Bonds is Sun Bank, National Association, Orlando,
Florida. Sun Bank, National Association, Orlando, Florida,
is also the Escrow Agent for the Outstanding Bonds.
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CONSULTING ENGINEERS
The report of Conrad Associates East, Parking Consult-
ant, attached hereto as Appendix A, and the information from
such report contained herein is being included in reliance on
the authority of such firm as experts.
VALIDATION
The Series 1983 Bonds were validated by a judgment
rendered by the Eleventh Judicial Circuit Court in and for
Dade County on June 30, 1983. The time for taking an appeal
from such judgment has expired and no appeal was filed.
UNDERWRITING
The Underwriters, for whom William R. Hough & Co. is
serving as Senior Manager, have jointly and severally agreed,
subject to certain conditions contained in a bond purchase
contract entered into between the Underwriters and the City,
to purchase all, but not less than all, of the Series 1983
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
97.0979668% of the principal amount of the Series 1983 Bonds
and to make a bona fide public offering of the Series 1983
Bonds at not in excess of such public offering prices, plus
accrued interest. The initial public offering prices may be
changed from time to time by the Underwriters.
The Series 1983 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 1983
Bonds the rating of "A" and Standard & Poor's Corporation has
given the Series 1983 Bonds the rating of "A-." An explana-
tion of the significance of such ratings may be obtained from
the rating agency furnishing the same. The Department fur-
nished to such agency certain materials and information
regarding the results of its operations and the Series 1983
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 assur-
ance that such rating will be in effect for any given period
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of time or that it will not be revised downward or withdrawn
entirely by such rating agencies if, in the judgment of such
agency, circumstances so warrant. Any such downward revision
or withdrawal of such rating may have an adverse effect on
the market price of the Series 1983 Bonds.
TAX EXEMPTION
In the opinion of Bond Counsel, the interest on the
Series 1983 Bonds is exempt from all present federal income
taxation, and the Series 1983 Bonds and the income thereon
are not subject to taxation under the laws of the State of
Florida, except as to taxes imposed by Chapter 220, Florida
Statutes, on interest, income or profits on debt obligations
owned by corporations as defined in said Chapter 220.
LEGALITY
All legal matters incident to the validity of the Series
1983 Bonds, including their authorization, issuance and sale
by the City, are subject to the approval of Brown, Wood,
Ivey, Mitchell & Petty, Bond Counsel, whose approving opinion
(in the form attached hereto as Appendix E) will be fur-
nished, without charge, to the purchasers of the Series 1983
Bonds at the time of their delivery.
Certain matters will be passed upon for the Underwriters
by their counsel, Fine Jacobson Block Klein Colan & Simon,
P.A. and Kutak Rock & Huie. Certain matters will be passed
upon for the City by J. Garcia -Pedrosa, City Attorney, and
for the Department by Ronald A. Silver, General Counsel to
the Department.
FINANCIAL STATEMENTS AND AUDITORS' REPORT
The financial statements of the Department for the years
ended September 30, 1982 and 1981 and the Auditors' Report
thereon, reproduced herein as Appendix B, are integral parts
of this Official Statement.
MISCELLANEOUS
The excerpts, summaries of or references to the Ordi-
nances 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 1983 Bonds, the security for and
the source of repayment for the Series 1983 Bonds and the
rights and obligations of the owners thereof, and such sum-
maries and references are qualified in their entirety by
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reference to each such ordinance, resolution, law and docu-
ment. Copies of such documents and statutes may be obtained
from the City or the Department of Off -Street Parking, 190
Northeast Third Street, Miami, Florida 33132, Attention:
Director, Telephone Number (305) 579-6789; from Shearson/
American Express Inc., 100 North Biscayne Boulevard, Suite
1411, Miami, Florida 33132, Telephone Number (305) 371-7084;
and from William R. Hough & Co., One Fourth Street, North,
St. Petersburg, Florida 33731, Attention: Municipal Finance,
Telephone Number (813) 823-8100.
EXECUTION OF AND CERTIFICATION
CONCERNING OFFICIAL STATEMENT
This Official Statement has been authorized by the City
of Miami, Florida. Concurrently with the delivery of the
Series 1983 Bonds, the undersigned will furnish their certif-
icate to the effect that, to the best of their knowledge,
this Official Statement did not as of its date, and does not
as of the date of delivery of the Series 1983 Bonds, contain
any untrue statement of a material fact or omit to state a
material fact which should be included therein for the pur-
poses for which this Official Statement is to be used, or
which is necessary in order to make the statements contained
therein, in the light of the circumstances in which they were
made, not misleading.
CITY OF MIAMI, FLORIDA
/s/ MAURICE A. FERRE
Mayor
/s/ ARNOLD RUBIN
Chairman, Off -Street Parking
Board
/s/ ROGER M. CARLTON
Director, Department of
Off -Street Parking
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APPENDIX A
REPORT OF CONRAD ASSOCIATES EAST
83-90.5
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Summary of the Bond Ordinance
The following are verbatim excerpts of certain portions of
Ordinance No. 96-18 (the "Bond Ordinance") and summaries of certain
other portions of the Bond Ordinance, to which reference is made for
further information.
Definitions.
"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, equipment 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 foregoing, 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 Additional Bonds or with money held in
the General Reserve Fund.
"Board" means the Off -Street Parking Board created by the City
Charter or, if said Board is abolished, the board or body succeeding
to its principal functions and exercising supervisory control over
the Department.
"Current Expenses" means the current expenses of the Board and
the Department for the operation, maintenance, and repair of the
Parking System as determined in accordance with generally accepted
accounting principles, including, without limiting the generality of
the foregoing, all ordinary and usual expenses of operation, main-
tenance, and repair, administrative expenses, salaries, payments
to any retirement plan or plans properly chargeable to 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 deprecia-
tion, any principal payment in respect of capital leases or Sub-
ordinated Debt, or any deposits to any Fund or Account created under
the Bond Ordinance.
83- ' 90