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HomeMy WebLinkAboutR-83-0906J - 8 3 - 8 7 4 r RESOLUTION NO. tJ3 k ;- A RESOLUTION IRREVOCABLY CALLING $7,775,000 AGGREGATE PRINCIPAL AMOUNT OF THE PARKING FACILITIES REVENUE BONDS (SERIES 1980), DATED AS OF APRIL 1, 1980, WHICH MATURE ON OCTOBER 1, 1997 THROUGH OCTOBER 1, 2009, INCLUSIVE, FOR REDEMPTION ON OCTOBER 1, 1990, AND DIRECTING THE ESCROW AGENT PURSUANT TO THE ESCROW DEPOSIT AGREEMENT FOR SAID BONDS TO PUBLISH NOTICE OF SUCH REDEMPTION AND TO TAKE SUCH FURTHER ACTIO14 AS MAY BE REQUIRED BY THE ESCROW DEPOSIT AGREEMENT AND BY THE ORDINANCES AND RESOLUTIONS AUTHORIZING SAID PARKING FACILITIES REVENUE BONDS. WHEREAS, The City of Miami, Florida (the "City") has heretofore determined to proceed with the sale and issuance of not exceeding $16,000,000 Parking System Revenue Bonds, Series 1963, of the City, (the "Series 1983 Bonds") in part for the purpose of providing funds, together with other available funds of the City, for redeeming the City's Parking Facilities Revenue Bonds (Series 1980), dated as of April 1, 1980, which mature on October 1, 1997 to October 1, 2009, inclusive (the "1980 Bonds") on their earliest redemption date of October 1, 1990; and WHEREAS, the City has determined to call the 1980 Bonds as specified above for redemption on October 1, 1990 and to direct the escrow agent (the "Escrow Agent"), named in the Escrow Deposit Agreement (as defined in a resolution adopted by the City Commission of the City on October 25, 1983) to publish notice of such redemption and to take such further action as may be required by the ordinances and the resolutions authorizing the 1980 Bonds (the "1980 Ordinances"); now, therefore, CITY COMMISSION MEETINC OF OCT 25 1983 RE50LUD0N Ito, REMARKS 8 3 -qq ® & r BE IT RESOLVED BY THE CITY COMMISSIO14 OF THE CITY OF MIAMI, FLORIDA: Section 1. The 1980 Bonds then outstanding scheduled to mature on October 1, 1997 through October 1, 2009, inclusive, are hereby irrevocably called for redemption on their earliest redemption date of October 1, 1990, at the principal amount of the 1980 Bonds to be redeemed, together with the interest accrued thereon to October 1, 1990, plus a premium of 2-1/2% of such principal amount. Section 2. The Escrow Agent is hereby authorized and directed to publish at least once, not less than thirty (30) days before October 1, 1990, in The Miami Review and Daily Record, a daily newspaper of general circulation published in the City of Miami, Florida, and once in The Bond Buyer, a financial journal published in the Borough of Manhattan, City and State of New York, a notice in substantially the following form: Notice of Redemption The City of Miami, Florida Parking Facilities Revenue Bonds (Series 1980) Dated as of April 1, 1980 Maturing on October 1, 1997 to October 1, 2009, inclusive NOTICE IS HEREBY GIVEN that Parking Facilities Revenue Bonds (Series 1980), dated as of April 1, 1980, of The City of Miami, Florida, then outstanding and scheduled to mature on October 1, 1997 to October*l, 2009, inclusive, redeemable on October 1, 1990 at the option of The City of Miami at the principal amount thereof, together with the interest accrued thereon to the date fixed for such redemption, plus a premium -2- of two and one-half per centum (2-1/2%) of such principal amount, have been irrevocably called for redemption on October 1, 1990. Payment of the principal amount of said bonds plus a premium of two and one-half per centum (2-1/2%) of such principal amount will be made on or after said redemption date of October 1, 1990 upon the presentation of said bonds, accompanied by all coupons maturing after said redemption date at the principal corporate trust office of Florida National Bank of Miami, trustee. Interest on said bonds accruing to or prior to said redemption date will be paid in the usual manner. Interest on said bonds will cease to accrue from and after said redemption date. Sun Bank, National Association , as Escrow Agent By In the event that either The Miami Review and Daily Record or The Bond Buyer is no longer available for publica- tion at the time required for the above -mentioned notice, the Escrow Agent, on advice of the City Attorney of the City of Miami, shall select an alternate newspaper or financial journal having the necessary qualifications under the Ordinances. Section 3. This resolution shall be repealed by the City Commission of the City if the Series 1983 Bonds are not delivered and paid for within ninety (90) days of the adoption of this resolution; otherwise this resolution shall be irrepealable and the direction given to the Escrow Agent shall be irrevocable. - 3- i •i. Section 4. This resolution shall take effect immedi- ately upon its adoption. PASSED AND ADOPTED this 25th day of October, 1983. ATTEST: I LPH6rG. ONGIE, CITY CLER APPROVED AS TO FORM AND CORRECTNESS: ITSARCIA PEDROSA ATTORNEY Q19 Maurice A. Ferre_ _ MAURICE A. FERRE M A Y 0 R 83-"80C C 4, MARKED DRAFT KR&H 9i14''83 CIT': Cc M:?1tiI: , 7- CR=A PARniNG SYSTEM RED :.,lL- 3C:t0S, SERIES 1983 3CND PURCHASE CONT:�ACT , 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 terns and corditicns contained in this Bond Purchase Contract, William R. Rough &. Co., Dean Witter Reynolds Inc., L. F. Rothschild, Unterberg, Towbin and The First Equity Corp. of Florida (the "Underwriters"), acting by and through their representative, William R. sough & 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 Sonds") in the aggregate principal amount of $ to be issued by the City under and pursuant to Ordinance No. 9618 (the Aord Ordinance" )//enacted by t':e�/C Commission// of the City (—e "Commission") on —May 31, 1983 and a resolution of the Commission adopted on 1983 (the "Resolution"), at the purchase price of S 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 w-thArust cowers which shall be designated by the City prior to tie' delivery of the Series 1983 Bonds (the "Trustee"). The proceeds of the Series 1983 Bonds will be used, together with other available moneys, to //re_un0t-he City's presently outstanding Parking Facilities Revenue Bonds (Series A) heretofore issued. in the aggregate principal amount of $3,200,C00; //Parking Facilit-es Revenue Bonds (Series B) heretofore issued in :e aggregate principal amount of S1,6CO3CCO; //Park-ng :acilities 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 /'/It ta.^.di_^.a Bends") , to :Hake a ---------- 83-% 6 0 deposit to the Reserve :account in an amount equal to the Reserve Requirement (as aefl= in the Bond Ordinance) and to pay the costs of issuance oftze Series _-M goads. SECTION 1. I= CITY' S REPRESENTAZICNS , WARRANTIES AND AGREEMENTS. By execution hereof, the City hereby represents and warrants to//the Underwriters that: (a) The City is ody tolitic and corporate duly created under the laws of the State of Florida (She ""State"") and is validly existing as a municipal corpora- tion under the Constitution and laws df the State. The City is authorized by the provisions of the Constitu- tion Ahe laws of the State and the #Bo d Ordinance, to issue, sell and deliver the Series 1983 Bonds for the purposes specified above,//enac+ 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 Q'Sond 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 corsu.n- mate all transactions contemplated by this Bond Purchase Contract, the4Bond 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 mate the statements made, in light of the circumstances under which they were made, not misleading. -2- i 839bf t 4 (d) The City has duly enacted th e/lBond Ordinance and the Resolution providing or `_.':e issuance o` and security for the Series 1983 Bonds (including --he pledge of the .Net Revenues to pal the principal of, premium, Jh any, and interest on a Series 1993 Bonds) and the appointment of the Trustee, Escrow Agent, Paying agent and Bond Registrar. The Ci��v has duly authorized the issuance and sale of t:.e Series 1983 Bonds upon tze terms set forth herein and in the/[Bond Ordinance, the Resolution, the Escrow Deposit Agreement and t-%e 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 t:6e %ecartment of Olt -Street Parking and the distribution thereof by tze Uncerwriters; () 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 cot es of the Official Statement and certified copies of thq/ Bon. Ordinance and the Resolution will be delivered to the Under -writers 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/Aond 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 19e3 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 -3- 11 0 confliot with or constitute on the part o; the City a breach cz or a default under any existing law, court or administrative regulation, decree or order or any agree- ment, indenture, mortgage, lease or other irstrt:ment to which the City is subject or by which the City is or may be bound. (g) 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 tlherein. ( i ) If, during such time as the preliminary and final Official Statements are used in connection with the offering and sale of the Series 1983 Bonds, any event known to the City relating to or affecting the City, its Department of Off -Street Parking (the "Depart- ment"), the Bond Ordinance or the Resolution shall occur which possibly could affect the correctness or complete- ness of any statement of a material fact contained in the Official Statements, the City will promptly notify the Underwriters in writing of the circumstance and details of such event. SEC"'ION 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 and the City hereby agrees to sell //to the Underwriters the Series 1983 Bonds for a purchase price of _$ , plus accrued interest from (and including) the date of the Series 1983 ?cnds to ( but not incl�d_.rg ) -.he date of the Closing re_e rrec 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 February and August of each year, commencing February 1, 1984, at the rate or rates as set forth on AOL Exhibit A hereto; and t_:e Series 1=81 3crds s:.all be term bonds or serial bonds or a c==:.nat::,n thereof, s:.all hate such sinking fund requirements, if any, and shall be stated to mature in the amounts and on the dates, all as set for th 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 (101) of the aggregate principal amount of the Series 1983 Bonds to be issued as a good faith deposit ( the "Good Faith Deposit") for the performance ante 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 t-he provisions of this Bond Purchase Con- tract. The City may cash the Good Faith Deposit, and if the Citv does cash the Good Faith Deoosit, the City shall apply the proceeds thereof toward the purchase price of the Series 1983 Bonds and the purchase price payment due from the Under- writers shall be reduced accordingly. In the event of the City's failure to deliver t1he Series 1983 Bonds on the Clos- ing Date (other than for fault of the Underwriters), or if the City snail be unable to satisfy tre conditions to t-he obligations of the Underwriters contained herein (unless such conditions are waived by the Underwriters), or if the obliga- tions of t-he Underwriters shall be terminated for any reason permitted herein, the amount of such check shall be i:nmedi- ately returned to the Representative without interest 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. 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, the proceeds of the Good Faith Deposit shall be 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 con- stitute 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 under- stand 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, and the acceptance of this offer by the City shall constitute a wai•,rer of any right the City may have to additional damages from a Underwriters. -5- i 4 It shall be a condition of the City's obligation to sell and deliver the Series ' 983 Bcnds to the Underwriters that t:.e entire aggregate principal amount of the Series 1963 Bonds shall be accepted and paid for by the Underwriters at the Closing (as hereinafter defined). It shall be a cordi- ticn of the obligation of tje Underwriters to purchase and accept delivery of the Series 1983 Bends that the entire aggregate principal amount of the Series 1983 Bonds shall be issuedAand delivered by the City on the Closing Date. -- ,._ The Series 1983 Bonds shall be issued under and secured as provided in the^rond Ordinance and the Resolution, and the Series 1983 Bonds shall have the maturities and interest rates as set forth inAExhibit A hereto. Compensation to the Underwriters and costs of issuance shall be in theAamounts set forth in Exhibit B hereto. The information reauired by Section 218.385, Flo da 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 A ,.1983, or such other time or date as shall be mutually agreed upon by the City and the Repre- sentative; provided, however, that such date be at least 22 days after theAexecution 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." TheASeries 1983 Bonds shall be deliv- ered in definitive form, bear CUSIP numbers (provided nei`�.her the printing of a wrong number on any Series 1983 Bond nor the failure to print a number thereon shall con- stitute cause to refuse delivery of any Series 1983 Bond) and shall be issued as fully registered bonds in such denomina- tions of $5,000 or integral multiples thereof and recistered to sucn persons as the Unaerwriters shall specify in writing at least ninety six (96) hours prior to the Closing Date. The Series 1983 Bends shall be available for examination and packaging by the Underwriters at least twenty-four (24) hours prior to the Closing Date at such location as designated by the Representative. SECTION 3. CC:lDITIONS TO .?.E L'2dDERWRITERS' OBLIGATIONS. The Underwriters' obligations hereunder shall be subject to the due performance by the City of its obligations and 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 WE 83-'U" 0 the date hereof and as of the Closing Date, and are also subject to the following conditions: ( a) The Series 11 83 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 fo = and substance satisfactory to the Under- writers, and at the time of Closing, there stall 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 p oceeds of the Series 1983 Bonds required to refund the//tutstandina Bonds. (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 consul tan to the City, in substantially the form and substancelcontained in the oreliminary official Statement relating to the Se (d) At the Closing, receive: s the Representative shall (1) (a) the unqualified approving opinion of Brown, Wood, Ivey, Mitchell & Petty, Bond Counsel, and supplemental opinions, which contains 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 thelheoresenma-�-_ve and ::utak Rock & Huie and Pine Jacobson Block Klein Colan & Siren, P.A., counsel to the Underwriters, ("U :derariters' Coun- sel") ; (b) tte opinicn, dated as oz the Closing Bate of Counsel for the r L;astee, satisfactory in form and substance to theAReoresertat'_•Je and Under- writers' Counsel; (c) the opinicn, dated as of the Closing Date, satisfactory in =ori and substance to -7- 6 4 _hdl?ecresentative and (d) an cpin—r., dated as of the Closing Date, of tie City Attorney w::ich is satisfactory in form ar. substance to the Repre- sentative, Underwriters'//,_cunsel and Bond Counsel as to those matters which may be reasonably required; (2) A certificate, satisfactory %. the Under- writers and our counsel, of the Mayor or Vice -Mayor of the City, attested by the City// C1_ or of any other of the City's duly authorized officers satis- factory to the Representative, dated as of the Closing Date, to the effect that: (i) the City has duly performed all of the City's obligations to be performed at or prior to the Closing Date and that each of the City's representations and warranties contained herein 4s true as of the Closing Date; (ii) the City haq? by all necessary action enacted the✓�on Ordinance and the Resolution and author- ized the execution, delivery, receipt and due per- :o�rnance of the Series 1983 Bonds and the escrow Deposit Agreement and any and all such other agree- ments and documents as may be required to be exe- cuted, delivered and received by the City to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; (iii) no litigation is pending, or, to his knowl- edge, threatened, to restrain or enjoin the issu- ance or sale of -%-'-. e Series 1983 Bonds or in any way affecting any authority ror or the validity//of the //Bond Ordinance, the Resolution, the Series 1983 o s, the Escrow Deposit Agreement or ex� r}a or powers of the City or the Department or..he 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= Depart- ment or/the Off -Street Parking Board a breach of or a default under any existing law, court or adminis- trative regulation, decree or order or any agree- ment, in den�re, lase or --her instrument to which the City orb the Depar=nenr.�%r t:te Off -Street Park- 4ng Board is" .eject or by which the City or the Department or// the Off -Street Parking Board is or -a- 0 4 may be bound; and (v) the formation contained in the Official Statement is :rue and cor-rect in al material respects and the Official Statement did not as of this date, and does not as of the date of delivery of the 5k, 4 eG ' c2" Bonds, contain any untrse 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 or Moody' s Investors' Service, Inc. h.as assigned the rating of at least "A" (or its equiva- lent) or higher to the JaZ-, s Bonds and that such rating remains 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' Qn.,i ahal , shall be exempt from qualification or registration under the Blue Sky laws/lof 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 ce ault for purposes of Sections 2 and 7 hereof) by notifying the City in writing or by telegram of their election so to do between the date hereof and t%e Closing Date, if at any time erea+ter and prior to the Closing Date (or such other date as specified herein). (a) A committee of the House of Representatives or ..he 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 Recresentat_ves or he -9- 0 6 Senate of the Congress of t_he 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 t1he United States of America, or be enacted by ..he Congress of t:^.e 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 10014 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 Depart."nent/lor by any similar body or upon interest received on obligations of the general char- acter of the Series 1983 Bonds, or the Series 10 Bonds, which, ""miw= zhe 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 —'-.e issuance, offering or sale of t.:e Ser, a 1oa"- Bonds, in cludi ng all the underlying obligations, as contemplated 'hereby or by the Official Statement, is in violation or would be in violat cn of any provision of the federal securities laws, the Secu- rities Act of 1933, as amended and as glen in effect, or 83"-906 1] the registration provisions Act of :�- 1, as amended and qualification provisions of 1939, as amended and as then of the Securities Exchange as then in effect, or t::e the Trust indenture Act of in effect; (d) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of tie United States of America shall be rendered, to . e effect that obligations of the general character of t-he Se-; vG ' aP-3 Bonds, or the 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 and 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 }clown, which, in the Representative's opinion, makes untrue in any material respect any statement or information contained in tie 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/,existna, or !(i ^c am_ materially those now in force, with; a ct to/ the extension of credit by, or the change to the net capital requirements of, or finan- cial responsibility requirements of, the Underwriters; (h) A general barking moratorium shall have been established by federal, :few York or Florida auth orities; -11- 83w-90C • 6 ( _ ) A war invol-�* ing -he United Sta yes 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 =ice of the cAr;os 1001 Bonds; (j) The rating for the Series 1983 Bonds, or any ot.her/ibondsissued by the flCit , 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; Corr (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 i 983 Bonds./ _ SECTION S. CONDITIONS OF TLHE CITY'S OBLIGATIONS. The City's obligations hereunder are subject to the Underwriters' perfo rnance of their obligations hereunder. SECTION 6. REE RE'SENT?.TICNS, WARRA1r_!ES AM AGR EMENTS TO SURVIVE DELIq-ERY. 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 �Q^ acre s to the Underwriters. -i2- SECTION 7 . PA MENT OF All expenses and costs to effect the au-horization, preparation, issuance, delivery and sale of the Series =983 Bonds ( including, without limitation, the Underwriters'--ffee for structuring the Series 1983 Bcnds and the Representa- tive's fee for performing the escrow calculation), the fees and disbursements of Brown, Wood, Ivey, Mitchell & Pe-ty, Bond Counsel, the expenses and costs for the preparation, printing, photocopying, execution and delivery of the S 1983 Bonds, ti-.e preliminary and final Official Statements, the Escrow Deposit Agreement, this Bond Purchase Contract (excludina 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 c -;oc 10A1 Bonds. The Underwriters shall pay the fees and disbursements of /lUnderwriters' Counsel and any travel and entertainment expenses incurred by the Under- writerslardiNnderrwriters' Ccunse? . In the event `.here is no Closing, the Underwriters and the City shall each bear their own expenses. SECTION S. 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 dorelimirary and final Official Statements for use by the Underwriters in connection with the sale of the eA•-�oG '-cS3 Bonds. SECTION 9. NOTICE. Any notice or other communication to be given to *..he 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. Zert. SECTICN 10. APPL.CABLF. LAW; NONr.SSIGNABILI , . 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 Citv. -'_3- i S Z LT : C N 1?.. ? .nT :..5 This Bond Purchase Contract has heen and is made for the benefit of the City and the Underwriters and no ot-her persons shall acquire or have the right or interests under or by virtue hereof. ScCTION 12 . F:SF.CUTION OF COUY_"ER2ARTS . 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 doctment. Approved as to legal form and sufficiency: Accepted as of the date firs above written: M CITY OF MIAMI, FLORIDA By Mayor Very truly yours, WILLIAM R. :OUCH & CO., as Representative of the Underwriters By 83-wm .7 0 EM:I3I T A SGRITS 1983 SCNDS Due August 1 of Following Princimal Amount interestRa`.e 8 9ro .x0 (To Be Supplied Sy Under'w_: Liars ; 83-906 0 0 )ESCRIFTION OF CLCSLNG OF::1I1011 OF BOND COUNSEL opinion of Brown, wood, Ivey, Mitchell & :ecuired under Section 3(c)(1) of this Bond shall be addressed to the City and shall t in the fornl1contained in the preliminary it relating to the Bonds. 0 0 D.....,: l b 1 � T DESCRIPTION OF SUPPLEMENTAL OPINION OF BOND COUINSEL The supplemental opinion of Brown, Wood, !Vey, Mitchell & Petty, which is required under Section 3(c)(1) of this Bond Purchase Contract, :hall be addressed to the Underwriters, dated the date of Closing and to be to the following effect: (1) The Underwriters may rely upon the general approving opinion of Bond Counsel relating to the Series 1983 Bonds, dated the date of Closing, as though such opinion were addressed to them; (2) 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; (3) The Series 1983 Bonds are entitled to the benefits and security provided by the Bond Ordinance; (4) 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; (5) 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 Cutstanding Bonds to the extent of any such insufficiency; (6) The City's Parking Facilities Revenue Bonds (Series A) are not subject to the registration require- ments 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; 83--90f (7) :he statements ccr.ta_ned in the Offic-lal Statement under the captions ":hut: or nation for the Series 1983 Bonds," "Description of t-he Series 1983 Bonds," "Redemption ?rovisions," "Plan of Refunding," "Proposed Constitutional Referendtun on Revenue Limita- tions," "Validation." and "Tax Exemption" and in the appendix entitled "Summary of Bond ordinance" (insofar as such appendix purports to s =marine certain pro- visions of the Bond ordinance) fairly present the infor..tation purported to be shown 6herein. -2- 83m-906t 1"0: Honorable Howard Gary City Manager City of Miami DATE: September 23, 198 SUBJECT: ADOPTION CF RESOLUTION; CALLING FOR REFUNDING CF OUTSTANDING BONDS; AGREEMENT TO SELL BONDS FROM: Roger M. Carlt 41/U /UNDER TERMS OFFERRED BY -ILIAM Director f��' R. HCUGH & COMPANY; APPOINIMEN Department of e CF TRUSTEE ESCROW AGENT It is recommended that the City Commission adopt a resolution in substantial form which will call for the refunding of the Department's outstanding bonds. It is further recommended the the City Commission approve a resolution in substantial form to authorize the sale of the bonds upon terms. to be negotiated with William R. Hough & Company. The final recommendation is that the appointment of Sunbank as Escrow Agent and Trustee for the bonds be approved. Back. -round In the July 28, 1983 ,joint meeting between the Off -Street Parking Board and the City Commission the sale of the Advanced Refunding bonds on a negotiated basis with William R. Hough & Company at an interest rate not to exceed 10.5 was approved. Due to interest rates not declining until the past 30 days the bonds were not sold. It is now the position of the Off -Street Parking Board and the Department's financial advisor, Shearson American Express, that the interest rates are at an acceptable level and that the bonds should be sold on October 13, 1983. To accomplish this it is necessary to complete the following three actions: o Adopt a resolution calling for the advanced refunding of the Department's existing debt. o Adopt a resolution establishing the terms of the sale with William R. Hough & Company. o Approve the selection of Sunbank as Escrow Agent and Trustee for the new bonds. Conclusion The Off -Street Parking Board has reviewed all items related to this bond issue including the Official Statement, the Purchase Agreement with William R. Hough & Company and the resolutions which are recommended for Commission approval. Copies of all documents have been forwarded to the City's Financial Advisor, James J. Lowry for review. Based upon the need to complete the advanced refunding while interest rates are at a low level it is recommended that these items be scheduled for the City Commission meeting on October 13, 1983. -- _ 4 \� 1 G� �7 Draft: 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•-906 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. 83-906 AV,, said document shall be deemed part hereof in the same manner if such provision were fully s to incorporate the same as a and with the same effect as et 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. 83­90Et 4 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. 83-90D I% A 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 tt- e Escrow Fund is maintained un er t is 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--9061 0% 0* 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. 83-9061 41% . % 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 -Street 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 • 83-90 C 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. r� 83-9061 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 for 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. 83-9061 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;-9061 f (I ( 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 11. 83-9061 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 By Dated: November 23, 1983 [Title) 12. 83-9 J 6. t (' ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF ESCROW AGENT STATE OF NEW YORK s.. 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--900 r 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 16, 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 City. Witness my hand and official seal this day of November, 1983. Notary Public (SEAL) My Commission expires: 53-906 APPENDIX A SCHEDULE OF GOVERNMENT OBLIGATIONS SLGs Principal Interest Maturity First Interest Amount Rate Issue Date Date Payment Date 83-90& APPENDIX B REQUIREMENTS TO PAY AND REDEEM OUTSTANDING BONDS IsE CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE BONDS, SERIES 1989 RM-EURVAE-WIE&I October 20, ISS3 Mewbars uy the City cummibsiun of The City of MiamiF Flurida Gentlemen: On the basis of the warranties a"d Luvwna"Ls and upon the terms and uoudiLiU"S contained in this SUOd PUPOhnSe CUrttr'ciLL, William R. Hough & Co., Dean Witter ReyHUldo 1"L., L. F. RothlLhild, Unievbepgp Tuwbin and First EquiLy CuppuPatlun of Florida (the "Underwriters"), acting by and thruUgh their representative, William R. Hough & Cu. (the "Representative"), hereby offer to PUPLhaSU from The City of Miami, FlupLda (the "City") its Parking System Revenue su"Us' sQpiub 19ES (the "Series 1983 Bonds") in the wjqrwWaLe VVMLIP01 amount of $13,860,000, Lo be issued by the CLQ unuup and pursuant to Orn diance No. 961S !the "Bu"d XdlHa"Ve') OMLL,d by the City COMMiSSLU" of the City (the "CUMWLW4LUH") un MQy 31, 1983 And LePtain PUSUILI'LiUM Of the CUMMLOSIM WdLlPted un OwLabep 2S, 1983 (collectively, the "RevuluhLuo"), at the PUPLhabe PriLe of $19,4S7,778.20 plu,., MCPUMA WhaveoL Lhupw= fpum (and i"LlUdi"g) Thu dAte of the Sur ims 1IE3 Eunds to QuL "ui inLluding) the date of the Cluj l"o Pefavred to L" SULUiu" 2 hereof. The trust. duties LrewLed u"dev the Bond Ovdinn"Le were accepted or ave to be alLepLed Ly a bank up trust LUMPanY With trust puwers wh i c h '-.hall be des L9"sLed by the City prior to the dalivepy of the SUV00 1%3 Ea"do (The "Tvustee"). PPOLeeds received fpu!ti tho bale u; the Series 1983 Bonds will be used to refund the CiLy'n ppene"lly uui%Lw"di"q Parking FaLilik&S Revenue 801 d'' (Series A) hvveLofuve issued in the aggregate principal amount of $3,200,000; Parking Facilities Revenue Bonds (Series 8) heveLofuru issued in the aggregate principal amount of $1,E.00,000; Parking Facilities Revenue Bonds (Series C) herylofure issued in the aggregate principal amount of $3,150,000 and Parking Facilities Revenue Bonds (Series 1980) heveiofure issued in the aggregate Principal amount of W72S,000 (such bonds presently outstanding hepeiTl LWIled LU1le0tLVUlY the "Outstanding Bonds"), to make a &,%f% UL 836'OUR&I s 40 deposit to the Reserve Account and to pay the costs of issu- ance of the Sur ies 1983 Bonds. The aggregate principal amount Uf the Outstanding Bonds as of the gate of issuance of the Series 1983 Bonds is $14.110;000. Other yvailable moneys of the Department will be used to fund the bala"Le Of the Reserve Account in are amount equal to the Reserve Requtr•ynrent on the Series 1983 Sunds. make ,:a deposit to the Renewal Replacement ACLUunt and pay the LUSTS of Constructing rrew UffiLe facilities for the Department. SECTION 1. THE CITY'S REPRESENTATIONS AND WARPONTiES. By ekeLUQUrr hereof; the City hereby repl•C-'oe"ts and warrants Lu the Under•wr i Levo i_Ira•t:: (a) The City is a body politic and Lurpurate duly Lreated under the laws of the State of Florida !'they "State") and is validly existing b a MUMLipal Lorpupa- Uun under the Constitution and laws of the State. The City is authorized by Lhe provibiuns of the C7nsLi'tu- Liu", the laws of the SQate and the Bond Ovdinar ce, it) i.ssun, sell and deliver the Series 1983 Bonds fur the purposes bpeLified MUM, enaCt the Bond or•dinA"Le and Lhe RebuluLiu". enter into and perform Us ublignijons hereunder and under the ESL row Deposit. AUher_ament, and to pleoge :,"6 assign. pui"ouant to and in aLCUrdaa"ce with that: provisions of the Bond Ot di"anLe, the Net Re,.,vnue,, (as defined W the Bond t_i di" al,c ) Lu the psymy t. of '-tr'= Principal of, premium; to any, and interest an the S"r• ies 1983 Bu"d%. (b) The City hob LUnrulied And will UU`tl;_ly with all provisionspruvisiuns of the Constitution and laws of the S L'atQ in LUMUL tiU" With the iYSU a"Le and delivery of the .r-erie r. 1983 Gondsp end has full power and auThruri Q to consum- mate .all tr'ansaLtiLl"S contemplated by this Bond Pur•OhaSe CUrrtPaL't_a Lhe Bond Or'di0anLe, the Resolution, the Series 19% Bonds, he Escrow Deposit. Aor•c:rewe"h And a" arrd all other agreements relating 'thereto. ( L) All of the i.rrfor'hr•a M" contained in the UK - Lial Statement, When finally r•evi.ewQd .:and approved for distribution as provided in the Resolution, drrd in any amendment ur• supplement_ that may be au t.huv i.ed for• use by the City with PesPuc h to the Series:, 1923 Bunds (I evv- inaf•ter• collectively vwfer'r•ed to as the "Official Staate- ment"), will be as of the Closing Me (.as her•eirrafcer• defined), •true and will "UL Lu"tai" any Untr•Uv statement of a Material fact and will "at umi t. to state .a material fact neLe navy in under to make the s katemy"to wade, in 83-90Ei tt� 0 400 qh­L Of the L LPr_UtT)SIa0LeS Under which they were made not misleading. (d) The City has duly enacted the Bond 0PA00"L& and the ResuluTio" providing for the KSUanLe Of and security +uv the Series 19% Bonds (i0LlUdin9 the pledge of the Net Revenues to pay the PPWLiPal of. PPQWiUMy if anyf and interest on the Series 19F3 Bonds) and the appui"We"t of the Trusleep Escrow Agent; Paying Agent and Good RegisTrAr. The City has duly (1) authoriled the issuance and syLe of the Senies i9so eu"d4 upon the terms sat top th herein and in the Bond Opdi.r A"ce. t h e Resolution; the Escrow Deposit Agreewe"t and the Offi- cial Statement; (2) approved the prelimi"ary Official Stater e"t and YUthurlZed the execution Ond delivery of the Official Statement by the Mayor up Vice-MaYOP of the City, the Chairma" of the Off-SLreet Parking Board a"d the DIPULLur of the Dwpap%ent of Off -Street Parking a " ' the distribution Lhervu; by the UndeVWPLters; (3) 0ULhUVLIWd the wxeouliu", delivery and duo performance of this SU"d PUPLhWIU CU"TraCII the SUP Len 1933 Su"dw. the EwLvuw Dupusin Agpeena"k and any and all ouch other ogPueMn"Yo "d dULume"Ls an way UY Pequired to be exe- LUtVd O"d QUILVVrUd by The City W Order 10 Larpy Uut, give effuLk to and cQ"nummate the Lrenonctiu"n contem- plated hereby and by the OffiLlal SWTWW"t- EXeLUtVd nou"Lorpivto of the Escpuw Duposih Aqueeme"t, 4iq"e!J copies of the O1;ILijI Statement W"d Lertl%Ud oupieb Uf the Sun& Lit 6i"w"cQ and the Resoluhiu" will be deliveped to the UnQUVWPLKeP0 UY the City U" Lhe CKOW9 Date W'i heryinaf&r def&ed). (a) Thape 11 nu aLWU"F suiLy pruceedi"p; L"qulpy UP i"VeStLqaLiop At low up in equ.10 up befure UP by M' VOUPt, PUUILU Luapd up body pending UV Le the knowledy,- Uf the CiLy, threatened against up off"Lti"9 it Wry to the k"uwludgy u; Lhe City, any basis Wr efQv ) , whureto an unfavorable dec iniun, V U I i " q up f !"ding Wou I tA adversely affULt the Wa"SaCUU"S LLT"LeMPlOhed hereby oil 6 Y the Of * I L La S Latemeni up the va I id i L Y of the So" u' Ovdi"a"Le, the Resulutiun, the Series 19% Bunds, OW! EwL r UW Dep us i L Ag P rewe"t , Lh i s Good Pur u h ave Cu" Lrac t Q!, any agreement up instrume"i W WhiLh the Ci LY LW 0 p a r Ly and whiLh is used UP LO"teMPIaLed top use in the cu"nwn- notion Of the IVaUSaLtiU"b LOnWMPIaLed huveby up by t h e Official Statement. (f) The execution and delivery of the Offici"I Statement, this BUnd PUPLhase Co"trook, the Surteo 19R3 S 3 - 5.10 6 0 0 Bonds; the Escrow Deposit Agreement and the other agree- MenTS LQnieMPlaled hereby and by the Official Statement, and compliance with the provisions thereufi will not conflict with or constitute on the part of the City a breach of up a default under any existing law; court Ul'' administrative vegula-tionf decree or order or any agree- ment, indenturep mortgage, lease or other Wntrume"t to which the City is subjeLt or by which the City is or may be bound. (y) The City has out been notified of any listing or prupused listing by the Wev"al Reve"ue Service % the effeLL that the City is a bu"d issuer whose arbi- trage LeriifiLati0"S May out be relied upon. (h) Any certificate signed by any authorized officer' up official of the City and delivered to the Underwriters shall be duemed a representation and war - panty by the City to the U"derwvituro as to the state- mu"Ls made Lhuvein. W If, duping SUM time as the prelimi"ary and final Official Watume"Ls Are used in connection With Lhe offering and sale of the Series t983 Bonds, any event Wnuwn Lu the City relating to or affecting the City. its Department of Off-SWeet PapWinq (the "Depart- menMp Lhe Bond Ovdi"Aocy or the ResulUtLU" shall UCCUl'' whioh PUSSMY LOUld iffec! the LUVPeCtnebW UP LUMPleie- "Sob of any shyleme"i of a material fact contained in the Official Statements, Lhe City will ppumpily notify the Underwriters in Writing 0; the LiPLUMbLance and details of such eve"k. SECTION 2. PURCHASE, SALE AND DELTVERY OF THE BONDS. On 1. 11 t-- b --a -., i o of the warranties a"�J cuVens"Lb ounk"I"ed herein and in the other agreemQ"T,; referred To herQi", and subject to the terms and conditions herein set forth, on the Closing Date (is hereinafter de+WY& the Underwriter, jointly and oQvepally agree W:) VUrLhW$w from the City all but not less Ihs" all of thue Series lips su"dsp in the aggregate principal amount of $13060,000 and the City hereby agrees to sell to the Underwriter, the Series 1983 Sunds fur a purchase Price of $13,4S7?773.20, Plus aCLVUed 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 bemia""ually on the first JOY of each October and April of each yeavy LommenLi"9 fm-wj; April 1, 1984, at the rate or rates as set forth on Exhibit A hereto; and the Sur•ies 1983 Bonds shall be term bonds or serial bonds or a combinatio" thereof, shall have such sinking fund requirementsp if any, and shall be Stated to mature in the amounts and on the dales, .all as Set forth on Exhibit A hereto. The Series 19S? Bond:, shall be subjec! ;.ri redemptiu" at the option of the City according to the terms set forth in the Budd Ordinance and the Resolution. Upon the execution hereof; the Und r•wp ifers shall del. ivpr- to the City a check payable to the order of the City in the amount of one per•Le"t. (M of the aggregate prWipal aMnUnf. of the Series 1983 Bonds to be issued 1s a good faith deposit. (the "Good Faith Deposit ChULk") fur• the perfor•uianLe by the Underwriters of their joint and several obligations to accept. and pay fur Lhe Series 1983 Bonds an the Clueing Date in accordance With the pr•oviWions of Lhib Bond PUPLha5e Con'tvac.'t. The Good Faith Deposit Check Shall be Held by the City <apf.l inned'idtely returned to the Reppesen to tive once_ the Underwri- ters have pei'ful'm d their joint and several ubl'ig, tions to aLr..rpi. and pay for the Series 1.98E Bonds u" the Closing Da't.r_ in accordanLe with this Bond Purchase CunNact.. In the event of the City's failure lure to del ivev the Ser•'Le's 1983 Rods an the Closing Cute ( o t hur than for fault ruf the Underwriters), 01'' if the City shall be un._,blu to satisfy the Lo"<.! i. t.iun<s to the obligations of the Underwriters contained herein (unless such conditi.uns are waived Uy the Underwriters), ur if the ubli- Qdtiu" s of the Underwriters shall be Ler'm'i.nated for any reason permitted herein, the Good Faith C;ePUS i.'t. Check Shall be immediately Petur•"ed to the Represe"kat.ive without, inter- est and SUM return n shall Lans t i to Le a full release :a".! discharge Of all L1aLMS by the Underwriters -agai"sL t h t t' City arising out of the hr an5:ar_ ttunv contemplated hepaby. Only in the !_vent. that Lhe Undel'wl iter fail (other thee" fur a Peasun permitted herein) to :accept and pay fur the Series 198B Bonds at the Clueing so herein, provided, shall the Goo' F._,i.t.!"r Depcasit. Check be Lashed .and the proceeds Lh ereof retained by the City as end fur liquidated dan ageb for 'soLh, failure :and for any defaults hereunder on the part of the Undepwr i t.er•n. and such, retention shall constitute a full release discharge Of all Llaims by the City agal"w t the Underwriter-::., arising uu t of Lhe Lela", aG i L(: "o contemplated hereby, The City and the Underwriters understand that, in Such event, the City's actual damages may be far e<atep or may be less than such', Sure. Accordingly, the Underwriters Inc peby waive any right Io claim that the City's actual damages ape less than ouch sum, 83—SO& and the aLLePtanLe Of this offer by the City shall constitute a waiver of any righ-t the City may have IQ additional damages from the Underwriters. It shall be a condition of the City's ubliyatio" to sell and deliver the Series 1923 Bonds to the Underwriters that the entire aggregate principal amount of the series 19S3 Bonds Shall be accepted and paid fun by the Underwriters at the Clusi"q (as hereinafter defined). It shall be a cu"di- tion of the Qbligatiu" of the Underwriters to purchase and accept delivery of the SQries 1983 Bonds thil the entire agypegaie prinLipal dmounl of the Series 19S3 Bonds shall be issued and delivered by the City On the cluni"q Date. The Series 19% Bonds shall by issued under and secured as provided in the Bond ordinance and the Resolution! and the Sep ies tS33 Su"6s shall have the maturities and interest rAtes as set forth in Exhibit A hereto. Compensation to the Underwriters and Lusts of issuance shall be in the apppoki- maW umuu"ts 4wL forth in Exhibit 8 hereto. The information requiped by SuLkiun WS.38S, Flurida SLaiules, as amended, is set ;urkh in Exhibit 8 hereto. Payment fur the Series 1993 Bonds shall be made in fadeval funds payable to the order of the City, at a lucatiun to be designated by the Underwriter,, at 10:00 A.M. Easteryi Standird Timep u" Novumbev CS 19%, or Such uihev time ur date as shill be mutually :agreed upon by the City and the Repvusuuhative; provided, however, that Such date be at least 22 days after the execution of this Ba"d Purchase Contract. The time u"u date of such delivery and payment is herein called the "Cluming Date," and such delivery and pAymeni is herein nulled the "Closing." The Series 1983 Bonds shall be de!LVeVed in definitive form, bear CUSIP "umbers Wrovided nwiLher the printing of a wvu"y "umber on any Series 198-3 Bond nor the failure to print a "umber thepeu" shall CUOSULULU cause to refuse delivery of any Series 1983 Bond) and shall be issued as fully vegibiered bonds in 5UL11 de"ominailu"s of SSY000 or integral multiple, thereof anti vwgisLeped to WULh persons an the Underwriters shall specify in writi"y at least ninety WiK (96) hours ppiur to the Closing Date. The Series 1983 Bonds shall be available fur, examination and packaging by the Underwriters at least twenty (20) huups prior` to the Closing Date at such location as dwsiy"aLed by the Representative. SECTION 3. CONDITIONS TO THE UNDERWRITERS' OBLIGATIONS. The Underwriters' obligations hereunder shall W subject to the due PePfUP"W"Le by the City of its Obligations and 83-90C. agreements to be p rfornad hereunder at or prior to the C1oSing Date and io the aLcur•aLy of the compliance with the City's representations and warranties Lontained herein, as of the date hereof a"d as of the Closing Date. and are .also, sub jeLl to the following Lo► ditiuns: (a) The Series 1?83 Bori s, the Escrow Deposit Agreemenip the Official StaTeme►►t and this Bond Purchase Contract shall have been duly authorized; exer_uted and delivered in the form heretofore approved by the Repre- sentative with only such Lh:anges therein as shall be mutually aureed upon by the City and the Representative. (b) On tl,e date of executiu►, hereof? there shall. be delivered to the Underwriters a let Ler• or Witers from Deloittie Haski►:s & Sells, certified public aCc000t— a►:Lw, in foam and substa"Le S.ai.isfactar•v to the Under- wv i i.er;, .end at the time of Clabiny, there shall be delivered a letter or lutLers in substantially the furrrr reLUIve d un the date of OXULUtiO" hereof, Lo1►t_ePWng the Of'fi,_ Lal .`',, t;.a i_C'+tre"t, with appr•upri ate L hanye s between the letter, Lu make Pefer•e"Le to the final OffiLial State- ment Pother ti►a►r the Preliminary OffiLial St._rl_errre"t :and to update the LnfupmaLLU" LOnLainej in the prior letter to a :.date nut move than five days prior to Closing. Debi LLe Hawkins & SU110 shall further er• deliver 1t the Lima of CIUSL►►g .a report of verification of they LalLula- Liun of the amuunL of pr'oLF'eds of the Series 1983 Bonds r emuired i_u refund Lhe Ou sty: ndiog Bonds in form .and ub, LanLe wa t infactur y to Bond Cuunbel, Underwriter and Under'w►' l to ps ' Cuuriol'. 1 . (c) On the date of execution hereof. There shall be del ivevvd Lo the Undevwr i i_er•s a report Of Conrad AbSULiates F-:_as i., Chi.L09o, 111i"ais, man independent parking r_U"Wl.Lani_ to the City, in substantially the furs: and subs L a::ce contained i►► the preliminary OffiLial WaLr:•uwvt, r Mating to the Series 1983 Bo►,ds. (d) At the Closing, the Repr•esu►, W i ve shall l V eLe Lve; (1) (a) he unWalified approving upi►►ion of Bruwn, Wood, Ivey, Mitchell & Petty, Bond Counsel, and supplemental Opinions, whiLh, co►rtai►► Upi.r►ior►s subutar►tially Lo the effect of those set forth, in Exhibits C and D h,erelop r•esptctively, :all dated :as of the Closing Gate, satisfactory in form and sub- stance to the Repvwoe"i.ative :and Kulak POLY Huie .and Fine JaLubno" Block Klein Colon F; Sin►u"? P.A.. 83-906 counsel to the Underwriters; ("Underwriters' Coun- sel"): (b) the upiniu", dated as of the Closing Date, of Counsel fur the Trustee, Satisfactory in form and substance to the Representative and Under- writers' Counsel; (c) the opinion; dated .as of the Closing Date, SatiSfaLtory 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 Depar•tmeot which is SatisfaLlory in forth and Substance to the Repr•esenLative, Under- writers' Counsel and Bond Cuunsel as to those matters which "ay be reasonably required; (2) A certificate, SatiSf.aci.ory iu the Under- writers and UndePwr••iter•S' Cuunsel, of the Mayor or, Vice -Mayor of the City, attested by the City Clerk up of -Any Other of the City's duly authori: d uffiLerS SaTiSfdctory to the Representative, dated as of the Closing D:ai.e. to the effect that: (i) the Ci i.Y has duly performed all of the City's obliga- tiu"s to be perfor•ured at up prior to the Closing Date and that eWLh of the City's representations and warranties Lutrtained herein is true as of the Clusing Doti_; (ii) the City hasp by all necessary autiuti, enacted the Bond Ordi"a"Le and thy Revolu- tiu" .and authorized the execution, dellver•yy r eLVIpt and dupe per'forrra"Le of the Series 1943 6o"do ;and the Eocr•ow Deposit Agreement and :any and all Such uther agreements and documents as Way be r•eyuir•ed to Le NxeWted, delivered and received by the City to Larry out, give ef•fer_t to and conoum- mate !he tr IOSaL tior,S conteMplated hyre•by :and by the Offialal Statement; (iii) no litigation is pendingp Up, to his knowledge, thresle"ed, cf.) restrain up enjoin he issu.anLe or sale of t he %r•ies 1993 Bonds up in any way affecting any •yu thur i ty for up the validity of the Bond Ordi- tranLt, the Resolutiun, the Series 1982 Bonds, the Escr•uw Deposit Agreement or exiStence or yower s of the City ur• the Department or the off-street. Parking Board; (iv) the execution, dreli.verv. VeLeipt and due pepformatrce of the Sep Les _P t '� _ Bonds, the EScrow Deposit Agreement and the ulher- agreements contemplated hereby and by the Official S•tdtemen•t under the c ir•curr,St.anCes Contemplated hereby and thereby and camplianLe of the City wi Lh the provisions thereof will not conflict with or L=Sti•tu•te On the part of the City or the Depar t.- mettt ur the Off -Street Parking Board .a breach of or• Jft a default under any existing law, court or adminis- trative regulations decree or order up any agr•ee- mentr 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 Stater e"I is true and correct in all material respects and the Official Statement did not as of this elate, a"d does out as of the date of delivery of the Series 1923 Bonds, contain any untrue or incorrect staten:c,"T of material fact and does rout umit to State a material fart necessary in order to make the statements trade therein; in light of the e.i.r•cUMStances under which they were made, riot misleading. (3) Evidence that. STa"dard & Pour•'s CorPora- Liu" has assigned the rating of at least "A-" to the Series 1933 Bonds, MOW' S Investors Service, Inc. has y$sig"ed he rating of at least "A" to he Series 1923 Bonds a"d that such ratings remain in effect as of the Closing Date; (4) Such additiWal. certif AaTes aid other 6UCU111F_"IS, agreeMQ"IS Sod UPiniU"S as the Under- writers may r•easu"ably Pequest 10 evidence PePTOPm- anLe of UP coMPlia"Le with the Provisions hereof and the lva"Sac tioos contemplated hereby and by the Official Matem� "Vy all such certificates and usher uacuments to be Satisfactory to the Underwriters and Our r_ourISel. (e) The Series ISS3 Bonds shall have beers quali- fied ur registered for sale in, or, as set forth in a memorandum of Underwriters' Counsel, shall be exempt from qualification Or registratio" under the Blue Sky laws of SULh 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 Pur•chase the S"r•ies IS83 Bonds (arid 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): 83-90G AM (a) A con►mittee of the House of Representatives or the Serrate of the Congress of the United States shall l have pending before it legislation, or a tentative decision with respect to legislaliun Shall be reached by a cummittee of the House of Representatives or thri� Senate of the Congress of the United States of Amax i nA. or legislation shall be favorably reported Gy such ;.1 committee or be intruduLed, by art►endme►rt. Or otherwise, in, or be passed by, the House of Representatives or the Serrate. up recommended to the Congress of the Un i. Qw.1 States of America for passage by the Chairman of kh re Finance Cummiitee, up Ways ,and Mearts CLAMMittr_:-c: of r:f,ti Senate or House of Representatives, respectively, of khe 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 Consti.tt_►tion of the United States of America, or the Tax Court of the United States of Amerir_av shall be renderedf or a pul- ing, regulation or order of the Treasury Department of the United States of America or the Internal Revenue Service shall be rttit;,e up proposed having the purpose Oil effect of imposing federal income taxation, ur of mate- Pially changing the existing Treasury Pales and regula- tions as they pertain to the Series 1983 Borrdw, r,r any other event shall have occurred which vesul;.s in t.hc imposition of federal incc►Me QXaii0"p UFtO" revenues or other income of the ge"er:al character to be derived by the City, the Department or by .any similar burly or upon interest received on ubliyations of the general char- acter of the Series 1983 Bonds, on the Series 1983 Bonds, which, in the Represe►tta'ti :e' s up i.ni u"., materially adversely affects the market price of the Series 1983 Bonds; (b) Any legisla't.iott, ordinance, rule or regulation shall be in't•rodULed in or be enacted by any yuverrtnretr'tal. body, department or agency in the St.a't.e. u; Florida, or a decision by any Lauri of Lumpetent iupildictior► Within the State shall be rendered Which, in the Reprcesen'ta- 'tive's up'iniu►t, materially adversely affects the rrarkei. price of the Mr i.eS 19S3 BU"dS; (c) A Stop arder, ruling, regulation, or official statement by, or err behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of 'th'te subject matter shall be issued or made to the effect that the isSUance, offering or sale of obligations of the general character of !he Series 19S3 Bands, or the issuance, offer inn or salty of - the Series 1923 Bonds, including all the underlying 83-�906 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 19330 as amended and as threw in effecto or the registration provisions of the Securities Exchrarrue Act of 1934, as amended and as the" in effect; or the qualification provisions of the Trust Indenture Art of 1939, as amended and as the" in effect; (d) Legislation shall be enacted by the Co"gre0 of the United States of America; or a decision by 'a court of the United States of America shall be re"dere0 to the effect that obligations of the general character, ter, of the Series 1983 Bunds, or the Series 19% Bonds; are not exempt frum registration under or Kom other requirements of the Securities Act. of 1933, as wmendQd and as there in effer_i, or the Securities ExLhe<ange Art of 1934, as amended and .as then in affect, or that the Hand Ordi"MLe is not exempt fpum walifiLation, a; an inde"- lure under up other requirements of the Trust Indenture Act of 1939Y as amended .and .as then W effer_t. (e) Any event shall have uceurred, or infOPMO'tIOn become knoWn, which, in the Repr eweleta't ive's upi"ia", makes untrue in any material vespeLi any statement ur. infurmatiurr contained in the preliminary or final Offl- Lial Statement as ur•iginally LirCUIaLed— ur has the effect that, the preliminary or final OffiLi;al Statement as originally LiOCul,a'ted Lo"tai rs a" untrue statement of a material fact or urrri'ts TO State a WWOV ial fact "eC eS- nar,y in order to make the statements made therein, irr light of the Lir'LUMSt. "LeV under whir_h they Were made, not wisluadingi (f) Additional material ves&if firm:, nut in force as of the date hereof shall have bee" imposed upon trading in MuniL ipal seLurities generally by any govern- mental authuri'ty or by any national VULUritie5 Oxchanye; (g) The CunWirullur of they Currency, the New `T'r.,rtc Stock Exchange up uthrer national secrlriMOS eX hlnye, vp any governmental au Lhuv i ty, shall i.r,,,7ose, as to Qhr:. Series 1983 Bonds or obligations of the general Lhar- acter of the Series 1983 Bonds, any material Pestr ir_ t i on not now existing, or increase materially thu%e now in force, with respect to the extension of Lredi't by, ur the Change to the net Lapital reyuireurent<s of, or finA"- c ial responsibility requirements of, the Underwri i.er%; 83"90C (h) A general banking moratorium shall have been established by federal. New York or Florida authorities; (i) A war involving the United States of Arnyr'ic1 shall have berry► declared. or any conflict 'involving the armed fur•ces of the United States of America stall have escalatedv or a►►y other national timer genny relating 01 the effective operation of government ur the financial community shall have ucc_ur•red. WhiLh, in the Repvesun La- tive's upinion materially adversely affects Lhe mar•kni: price of the Series 1923 Bonds; (j) The rating for the Series 1983 Bonds. or any other bonds issued by the City, shall have: been duwn- graded or withdrawn by .a national rating .agenr_y, or the conditions of any rating agency regarding the final .approval of any rating of the Series 19?3 Bundy shall not have been satisfied, which, in the Repr•ese►rtati.ve'-, opinion, materially adversely affects Lhe narke4. price of the Series 1983 Bundy; or (k) A material default "at N"awn by the Under- writers at. the Lime of execution of this Bond Pur•ch.ase Contr aC i. bhAll have uLrur•r•Fed with respect to Lhe ubl. iga- tiMn of, Ur pr•UL eedi"gs have been inst i Lu Led under the federal bankruptcy Dews up any similar state laws by ar against any stag, of the United States or any city located in the United States having population & excess of one mi l l iu" persons UP any entity i S•: U &. 4 obligations un behalf of such a c.i Ly or state and which default or Prc,r_eedi"gb, in the Undo rwr' i Lerb' UPMU". U". materially adversely off eL LS the wavkret price of the Series 1983 Bonds. SECTION S . CONDITIONS OF THE C I T`r' ' S UB!- I GAT I ONS . The City's obligations hereunder '_ir•e subject to OK Underwritur•s' pupfuvnonce of their ubIigot iu"s her eunder . SECTION 6. REPRESENTATIONS, WARRANTIES AND A PFFMt=NTS Tn SURVIVE DELIVERY. All of the City's warranties and agr"e- ments shall remain operative and in full force :-nd ieffec& regardless of any investig:atlo"s made by the Underwriters on their own behalf, and shall survive delivery of the Series 1983 Bonds to the Underwriters. 83�9b� 00 SECTION 7. PAYMENT OF EXPENSES. All expenses and costs io effect the aut|,urization, preparatiu", issuance, delivery and sale of the Series 19S.� Bonds (the Represeotative's fee fur performing the escrow calculatiun), the fees and disbursements of Brown, Wood, Ivey* Mitchell & Petty, Bond Counsel; the e*pense+ and costs for the prepa,atiun, printing, phutoLupyin9, e'ecutim" Ynd delivery uf the Series 1983 8nxds, the preliminary *od final Official Sta{emeoLs, the Escrow Deposit Agreene"k, this Bond Purchase Cm"tract (excluding fees of the Underwriters' Counsel) and all uther agreements and documents Luntemcla{pd hereby, the fees of rating agencies with vespeL\ to {(/f-.� Series 1983 Bm/Js, yield and cash flow vepificatiu" fees; and the various expenses and costs of Clusiog) shell be paid by the City solely uut of the proceeds of the Scries 1989 Bonds. The Underwriters shall pay the fees a"d disbursen/enK, of Underwriters' Counsel and any Travel and entertainment. expenses incurred by the Underw,iier, and Underwriters' Counsel. In the event there is no Clu%W, the Underwriters and the City s).All UaLh bear their uwn e*pe,/ves. SECTION 8. USE OF OFFTCIAL STATEMENT. The City hereby muH'u,izes the use, and will woke avail- able at its expense a veaso"able number of cupies° of the preliminary and final Official Statements fu, use bv Lhe Underwriters in co"myc(iu" with the sale of the Sc,ies 1983 Goods. SECTION 9. NOTICE. Any notice at other Lu/'mnunzcaiiu/' to be given to the City under this Bond Purchase Cuntrac( way be given by mail- ing u, delivering the same in writing to the City of Miami' Department of Off-Sl'ee{ Parking, 190 N.E. Third S!reei, Miami, Fluri6a 33132; and any nutiLe ur other nommuricatimn to be givm'' io the Underwriters under this Bun! Puruhns, Agreement may be wive" by delivering the same io writing in William R. Houy|, & Cu., One Fourth Strevi. Norih, Ri. Petersburg, FluriJa 33731, Aite"tinn: Peter W. Ze/,i. SECTION 10. APPLICABLE LAW; NONASSlCN4BlLITY. This Bond Purchase Contract shall be governed by the laws of the State of Florida. This Bond Purchase Cm't,act shall not be assigned by the City. SECTION It. PARTIES IN INTEREST. This Bond Purchase Cu►►tr•ac t has beer► arid i5 made for she benefit of the City a►►d 'tire Unrler•wri tern. and no Other peVISCJrrr7 shall acquire ur. have the v ighr L ur• interests under or by virtue hrereuf. SECTION 12. EXECUTION OF COUNTERPARTS. TI"ris Bond Purchase Cuntr aLt may be executed in several cOunterparis, each, of whicli shall be regarded as ar► 0ri.,aiTIa1, and all of whriLlr Shall r_O►rsti'tute u►re a►rj the same r9ocurrrn1,'t. Very truly yours, WILLIAM R. HOUGH & CO.. as ReFresentativN of the Underwriters B Approved .,i�, I.o 1> u_il fr;rrr► ar►d ,uffir_irrrcy: ---------------------- Af-cep Led ds of Uike d.zj t e first a e w r i i_tetr: THE CITY OF MIAMI, PLO IDA By------------------------ Mayor 83--906 EXHIBIT A THE SERIES 1983 BONDS Due Oc tuber- 1 _Qf_E5ill.uwima- EL�.Ls �sil_0►usastns ILt} L �._Esi .m FL' L 1984 $155 . 000 E.. 0% too 19 85 160.000 E, . 5 100 11339-. 175.000 7.0 1.00 1987 195.000 7.S 100 1'-388 200.000 8.0 100 19819 21S.000 9.25 inn 191?O 23S.0100 8 . S 100 19'91 250,000 S.75 100 119'92 27s,000 9.0 100 1993 300.000 9.2 100 1994 32S.000 9.4 1.00 1'?'-35 355 , 000 9.6 1.00 199E. 390.0kl)0 ? . 75 100 113919 t,420.000 10.0 10n 20C.3 c . E.E,O , 000 10 . c5 too c 005 1,77S , C00 10 . c 5 20-019 4.713S . r1loo 10 . 37S 100 EXHIBIT 8 [To Be Supplied By Under writers] 83-90S. EYHlBIT C DESCRIPTION OF CLOSING OPINION OF BOND COUNSEL The closing opinion of Brown? Wood, Ivey, Mitchpll & Petty! which is required uoder Section 34)(1) uf this Bond Purchase Cuntract' shall be addressed to the City a.`d shall be substantially in the fo,'o/ Lontained in the prelin.i,/+ry OffiLia1 S{aieme,d relating to the Series 1' Bm/65. 0 EXHIBIT D 10 DESCRIPTION OF SUPPLEMENTAL OPINION OF BOND COUNSEI- The supplemental opinion of Brown; Woudr Iveyr Mitchell & Petty, whiLh is required under SeLtio" 3(L)(1) of this Rebid Purchase Cu"iraLtp bhall be addressed 10 the UnderwriLe"s. dated the date of Closing '"d to be to the fulluwi"; effect: (1) The Bond Purchase W"KALk has been duly autharizedp executed and delivered by the City and Lonstitutes a legalp valid and binding agreement Uf the City; (2) The Ebcruw Dupunit Awreeme"t has bee" duly authorized, eXeWted and delivered by the City and constitutes a legal, valid and binding agreumuny of the City; (3) Upon Chu PUPLhaSe and depusit of ThQ Guver"- menL Oblign-Liu"s (As defined in the Evcruw Depusil. Agreement) with Chu Escvuw Agent? the Net RevQnuHs W7, defined in the Ordi"OOL) will Lhereupo" be availabk-- for pledge and application under Chu Su"d Opdi"a"ce Lo the payment of Lhe ppinn ipal of and inLerusL on t h,-- Series 1983 Bonds; Provided, however, that the holders of the Outstanding Suodo (as defined in thy Ovdiny"ce) Would have a LlaiW UPO" Revenues (as defined in kW! OrdiUa"Le) superhur to Lhe claim thereon of the holder", of the Sepius 1923 Eunds in the eve"k that the proceed,.., of the Guvepumuni Oblivakiwns on depusiL with the Escpi� Agent were insufficient to Pay the PPi"CiPal of and I. interest on We Outstanding Bonds to the extent of W such inhUffiLie"OY; (4) The Sur' ies 1923 Bonds are nut suUmot to U registration requirements Uf the SULUPities At of 19% as amended, and thu Bulb) Ordi"Ance is exempt ;V'' WalifiLaiiUn as On inde"Luru pupsus"t to the Tru-. Indenture All Uf 1939, do oomuded; (S) Theftatements contained in the Official Statement under the captions "Authorization for the Series 1983 Bonds," "Description, of •the Series IGS9 Bonds," "Redemption Provisions," "Proposed constitu- tional Referendum on Revenue Limitat' o"W "Yalidaliun" and "Tax Exemption" and in the appendix e" :led "Sum- mary of Bond Ordinance" (insofar as such appendix pur- ports to summarize certain provisions of the Bun"d Ordinance) fairly present the infurmation purPorted 10 be shown thepei". v NEW ISSUE Rating: 1loodc's: A Standard & Poor's: A— (See -RATINGS" herein) In ill( „lunrorl 01 Rr'llfl ('owtw/. init-re'N I'It Ih( St f,-, 1'ls'.+ R„nrlt rt rtrral)t Ir„nt rill l'rry nt fcd(till ill, "me. tilt%,. and Ilrr Se tic% 19,10 Ilr'10% and Iht' ilu'r Ww tlft'r7•t III II l'e nr't ,Ilht P, I I„ 111, v'nit• Ids dn„q under 1. 1„I I,hI /sent. e'tre'lit , I % I,I I,I lt't impost-d b% ('Iu111It'I20. I' If)?'I,Irl .stfitl(tek, r111 Nfdt're',f, flu „ M' ,U 11r'„ Ifb %Ili dchI r'h114'r71u'llt r'tt fwd In , oy"1'11110ll,. to t/rliat't1 fit arts) ( 'hdl'te'r 220. I 1„debt .Snlndrt. $13,740,000* THE CITY OF MIAMI, FLORIDA Parking System Revenue Bonds, Series 1983 Dated: November 1, 1983 Due: October 1, as shown below 1 he Scfie. I')y 3 lit 'Ilk], ale I..uahle ;r, lull% re,'I'leted hood, t+Ilhout eoul'on. III file dcnomnlauofl „t .111N) of une_I.11 null(il,lr. thereof Intcre.t on file serle• ILis. I Bond. .h.11l he 1';nd .rnu.uuu1a1 I\ on (k("llcl I mitt APell 1 In Cal. 11 \C;II. eofnnlenein' \I'nl 1. It)ti.i. h\ ehe.k tit dealt nl;lllrtl to the reu'I•tered ot%nel. theleol ill the addle"e,'Ilkmn ,If the revi•tt.lhon hooks kept h\ the I Iu.0.•e. ,1• lit,ntl ReLI.Lr l Ill111L will tit the Sere. Ivti; lit'rnl. I. )amble upt,n I're.entatlon and surlentiet %%hen due .n the III nIe11'al eotl'olate oust ofnee of Sun liank. \;uu'1fa1 :\..neImitIli. t hl.nldo. 1'1„1Ida ..1, 1 roster Pile Set le. I')1i3 IioI1,11 111.1% he fr:lnitertet] a. de.t: tlhed heteltl the Set it-, 11IS4 Bond, are .uhle.'t to optional ant) nland.uor% Irtlefliptllm Plow III nlatunll ❑. fullhet Lie,,'IIbcd herrnl PIoeeetl• Ireened tout) the .ale of the Serge. 1')1"'3 Bond. "III he used to letund the (lfy'. I'rr.entl\ out.l;InJlnl' I'Mknl-' at 11111c• Retenue Bond.ISet [us A). 1';uknfe Fak111fle. Re%enuc lit'nd. ISet ICI 111. I'arkint! I;1t Ilrtie• RC\CoLIC Bonds 1Sene. ('1 and Pillklni I•at little, Re%cnue Bonds ISet ie. I'IxiIf. to snake• a tlel"'.tl to the Rewt\e Ace:ount dull 10 11a� the eo.t. of I.wanie of (lit: Selle. 19,S3 Bond, the :tuvreLate hrinrlhal ;unount of the ()tlt.toldnl,' Ba ond. . tit the slaof a te i..unt c of the Sere. IIISt Bond, 1. yl 1,1 III.0110 ()Iher;tnadahle monr\• of the I)ei'arhnent t%111 he used 10 tuntl (he halanee o) the Re.ene \eeount III .uI amount equal to the Rester Requirement on the Scrtes 1910 Bond.. make it tlel,o.it to the ReI1e%%;ll ;Intl Re- hlaeenlent Akwunt oltl 11.n 111e t 01111 o: t:on.uurun.' nee% otht:c taelhne, t„l file 111cpa tnleflL I'he Scries 1983 Bundy are limited obligations of the ('ih, secured solely by a pledge ol'the Net Revenues of the Parking Systenn ill the ('it% of Miami. The Series 1983 Bonds ga ill not constitute debt of the ('ity for which the faith and credit of the City are pledged. 111e i.wance of' the Series 1983 Bonds shall not directly or indirectly or conliugently obligate the ('ity to le%y any tas or t(1 pledge any form of Imation %%hate%er therefor. Maturities, Amounts, Interest Rates and Prices or fields $2.380,000* Serial Bonds Price Price Interest or Interest or Maturih Amount" Rate yield Maturih Annount' Rate field 1984 5145,000 1990 5225.000 1985 155 J)00 1991 245.000 1980 105.000 1992 265,000 1 98 7 175.000 1993 210.000 1988 1911,000 1994 320.000 1989 205.000 $4,805.000* % Term Bonds due October 1. 2003 at 100% $6,555,000* o7c Term Bonds due October 1, 2009 at 100"k (plus accrued interest front Notendler I. 1993) I he Series 1983 Bonds are offered %then. as and it' issued and receked by the I nder%%rilers and subject to the receipt of an unqualified opinion as to the %alidih of the Series 1983 Bonds by% Brown. AAood. I%ey. Mitchell .& felt%. N'c% fork. Ne%% Turk. Bond Counsel. Certain legal matters will he passed lilt for tine I ndemriters by their counsel, Fine Jacobson Block Klein ('olan & Sinnun. III A.. Miami. I lorida, and Kutak Rock & Iluie. and for the ('ity by .1. Garcia•fled rosa. Esq.. Cit% Attorney (it' the Uity. and for the Department by Ronald A. Sil%er, General Counsel to the Department . It is expected that the Series 1983 Bonds in deliniti%e form "ill Ile a%ailahle for deli%cr% in %e%% fork. New fork un or about \o%emher . 1983. NVILLIAM R. HOUGH & CO. DEAN WITTER REYNOLDS INC. L.F. ROTHSCHILD, UNTERBERG, TOWBIN FIRST EQUITY CORPORATION OF FLORIDA (k toils r 1983 PI-Chn)iMlIA anuurnt: SuhjC t tO chanzr. 83-906. 0 0 0 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 in•.-olving 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 LEFT13LANKI 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 HAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH SERIES 1983 BONDS AT A LEVEL :ROVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN Ii-IRKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT A.NIY TIME. TABLE OF CONTENTS Pie ' INTRODUCTION ...................................... 3 AUTHORIZATION FOR THE SERIES 1983 BONDS 3 DESCRIP'=ION OF THE SERIES 1983 BONDS .............. 4 REDEIiPTION :RO ISIOIIS ............................. 5 SECURITY FOR AND SUURCE OF PA'171,IENT OF THE BONDS ... 7 ADDITIONAL BONDS, INTERIM, SHORT-TERM AND SUBORDINATED INDEBTEDNESS ....................... 14 PLAN OF REFUNDING ................................. 16 ESTIMATED SOURCES AND APPLICATIONS OF FUNDS 18 83-906. p DEPARTMENT OF OFF-STREET PARKING AND THE OFF-STREET PARKING BOARD ....................... 19 PROPOSED CONSTITUTIONAL REFERENDUM ON REVENUE LIMITATIONS .................................... 28 LITIGATION ....................................... 29 FINANCIAL ADVISOR ................................ 29 TRUSTEE AND BOND REGISTRAR AND ESCROW AGENT ...... 29 CONSULTING ENGINEERS ............................. 30 VALIDATION ....................................... 30 UNDERWRITING ..................................... 30 RATINGS .......................................... 30 TAX EXEMPTION .................................... 31 LEGALITY ......................................... 31 FINANCIAL STATEMENTS AND AUDITORS' REPORT ........ 31 MISCELLANEOUS .................................... 31 EXECUTION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT ............................. 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 G 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: $13,740,000* 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. *Preliminary amount; subject to change. • Use of Proceeds: 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 $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 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 oblig_atioiis of t}:a _ City, ___payable _ solely_- from the funds and accounts established under the Bond Ordinance . _ Neither --- the faith and credit Plan nor the power of the amity to levy any ta.-es is pl e;3cred to the payment cf the Series 1983 Bonds. none of the property of the Parking System is pledged to pay the Series 1983 Eonds. The Eond Ora'inance re,au4.res that in each mo..th all c.evenues on deposit in the Re-enue Account which are in excess of that month's Operations and Maintenance Requirement be withdrawn and that an amount, which tocether 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 t1e 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 83-906 Revenues Expenses(1) Net Revenues Available for Debt Service Current Debt Service Debt service Coverage Historical Revenues,-.;xpenses and Debt Service Coverage Years Ended September 30, ($ Stated in Thousands) 2 $2,350 $2,467 $3,426 $3,846 $4,807 11224 1,383 $1,126 $1,084 $ 461 $ 460 2.44x 2.36x 1,664 11742 21449 $1,762 $2,104 $2,358 $lp002(2) $1,496(2) $1,476 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) 5 Revenues $5,775 $6,625 $7,130 $7,823 $8,586 Expenses(1) 31205 3,690 41199 4,618 51081 Net Revenues Available for Debt Service $2,570 $2,935 $2,931 $31205 $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 -Tl) 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 $141000,000 aggregate principal amount of bonds. Source: Report of Conrad Associates East, Appendix A hereto. M es'.inr,=lona1 Net R.eve- IlLles 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 Pe•,enues 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 with 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 Li 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 issuaiice of the Additional Bonds, )iad been in effect during that same fiscal year is not less '.ail 1�5 of the Principal and Interest Requireme:its 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 an �.�: ..:1 �.'.F' Ica: and e c a men may e a 7:a :3:iC ?:tv''L� ��PG_3.. vI.2'': CZe _3C_ aand .7 aea a'+ "e- _.3C_ a.^.lam �y:.a`'' ti n 4 I ]L' eclived by 4t1" _ -C-MS ,t_I1J_ - 0*1 1983 Bonds. Stich 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] 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 City Manager ..................... H. V. Gary City Attorney .................... J. Garcia -Pedrosa Assistant City Manager ........... R. B. Rosencrantz Director of Finance .............. C. E. Garcia City Clerk ....................... 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 f" E�~ S K.... ... .. .. .....•.. .t. °n t�ca � ,;��*�r..-i r•.t..v s.n.�.4-.^a,�s , . .. ,: ..., _.. na OFFICIAL STATEMENT Relating To $13,740,000* 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 $13,740,000* 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) here'Lcfore issued in the aggregate principal amount of $8,7_25,000 (said bonds presently outstanding being herein collecti-,:ely 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. 9616, 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 *Preliminary amount; subject to change. -3- e3-sos: ----� - m . .T authorized denomination and bearing interest at the same rate. No charge shall be made to any Bondholder for the privilege of exchange, registration, or registration of transfer, but the Bondholder shall pay any tax or other governmental charge required to be paid with respect thereto and any charge for snipping and out-of-pocket costs incurred by the City and the Bond Registrar in connectlotl with such exchange, registration, 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 shall be subject to redemption on or after 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 the following redemption prices (stated as a percentage of the principal amount thereof), plus accrued interest thereon to the date fixed for redemption: Redemption Period _(dates inclusive) RedemRtion Price October 1, to September 30, October 1, to September 30, October 1, to September 30, October 1, to September 30, October 1, to September 30, October 1, and thereafter Mandator Redemption Provisions In satisfaction of the Sinking Fund Requirement, Term Series 1983 Bonds maturing on October 1, 2003 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°0 of the principal amount thereof, plus accrued interest thereon to the redemption date and without uremium: -5- 83"-soG, 0 0 Term Series 1983 Bonds Maturing October 1, 200:3 October 1 Amount* October 1 Amount* 1995 $ 350,000 2000 $ 570,000 1996 385,000 2001 630,000 1997 425,000 2002 695,000 1998 470,000 2003 765,000 1999 515,000 Term Series 1983 Bonds Maturing October 1, 2009 October 1 Amount* October 1 Amount*- 2004 $ 840,000 2007 $1,130,000 2005 930,000 2008 1,250,000 2006 1,025,000 2009 1,380,000 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 -lie 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 S'r SteI!1. The _-­epar'=ent may elect to apply the proceeds from i nsuranc.e or from eminent domain proceeds to the redemnt; on of the Bonds only if (1) the Parking System has been restored to .:bsta::tna'__y _he same condition as prior to tine damage, destruction or '!:a-Ing, or (2) the Department has determined that ti-e portio:: of 1:he Parking System damaged or destroyed or tar.en i :not necessa ,r to tine operation of the Parki ng System and that ti:e fa, ',,,-e of the Department to repair- cr restore the same ,ti I ::ot impair or otherwise ad:�ersely affect the re.enue-p_o.:c_:ng capability of the Par;:ing System, or (3) _.._ Ccnsultant has been unable to certi fv at ..i:e :net r,roceeds from insurance or eminent domain, _oget:,:er w:.--:n ot.:er fun made 1 � ds a•.a _able by - e Department, =__ �e _ir=_c_Cnt to pay t:ne COStS o. .':e rep_acemer , re air, _e _.__cir r on =,stem g or esto ati of the Pa1•k_n'-T S U Notice of Redemption The Bond Ordinance the redemption date of an redeemed, while all of cipal, the Trustee shall be filed with the Payin age prepaid, to all regis at their addresses as maintained by the Bond Re provides that failure affect the validity of th lished notice need not general circulation in th a Daily Newspaper of Manhattan, City and State Bonds to be redeemed ar in (b) above is given. E requires that at least 30 days before y Bonds or portions of Bonds to be the Bonds are registered as to prin- cause a notice of redemption (a) to g Agents, and (b) to be mailed, post- tered owners of Bonds to be redeemed they appear on the registration books gistrar. The Bond Ordinance further to file or mail such notice shall not e proceedings for redemption. Pub - be given in a Daily Newspaper of e City and in a Financial Journal or general circulation in the Borough of of New 'fork, provided all of the e registered and the notice described 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 stall 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 1963 Bonds. See "PLAN OF REFUNDING" herein. The Bond Ordinance provides that the aforementioned pledge shall not inhibit the sale or disposition of the 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. -7- 83-90f: e c,n r e n z- t o e .era: c 1.� a a t i On s Of the City bu ------- --- a I- e .1 --e cl a t 10 In S -.:t a v a In 1 e solely from the funds died accounts u.-Jer the ordinance. The Bonds shall nc,t constltute a city f or which the f ai th redit of the C-; ty ar ezi The issuance of the Bonds =hall not directy or or contingently the CI to le-,-v anv ax Cr to- nleooe any form of taxation w I la ever therefOr. The _­Ial I not constitute a charq.e, lien or enzur-. -ance, :ecai Oeup r q,_�talzle, on any op prert 0 e City, i :i, d:. n cy `.lie F a r 7a System. See "SUMMARY OF BC—) Net Revenues of the F -arking System Ccn-=d L_ssociates O_` C],icago, Illinois (the "Park- _ng -onsult-=nt"), 2'as ::jade a study c-f "lie historic and pro- jected and exppe.nSes of the Parking system, based n Part :;non a,__4_­ted data supplied by the Depart- ment. __Port - Of' 'Z]"e - Consultant is - I reproduced as 4al Statement and reference is made to s,-, h report more co-MI-7-te details concerning the r,ary.117g System, Iz revenues derived +here,�'rom and expenses -nc"rYed J!.' thereto and the assumptions The un6erivzng Su::l- --he in foijowinc, taL-les has been taken repo: c-r - our -_-.�e the Parking Consultant and forth the historic -=!nd Projected J revenues and expensO-S anti deb-_ ser-,­;.ze coy, eyaire O; _21e Pal -king System. !Th,-s =v=ce :-!_,tentJOnally left blank. Historical Revenues, Expenses and Deet Service :overate City of Miami Parking System(l) ($ Amounts Stated in .housandsi Nine Months Ended _ Fiscal Years Ended September 30, June 30, (Unaudited) 1973 19'9 i980 1981 1982 1982 1983 :?'?A?::IG RZ ENGES: ,_ -Street Facilities $1,027 $1,165 $1,014 $1,197 $1,978 $1,480 $1,839 ?ark:ng moots 556 608 804 902 1,I00 674 1,251 7n-5`.reet Facilities 637 548 647 all-9d 720 863 =-••'r 6 12 14- 55 89 2u '0TAL $2, Z6 $2,333 $:,6,J4 1--'99. :$4,:54 $3,i0i $3,970 ,P ERAT ::VG EXPENSES (.. ) . Salaries and 'Benefits $ 622 $ -10 $ 600 S 597 $ 726 $ 502 $ 741 Repairs and Maintenance 245 211 474 4S6 5-0 423 583 �ec7rlty and Enforcement 185 160 _'35 334 277 356 ilities 114 134 138 160 Z08 169 153 58 148 -57 611 375 543 $1,224 $1,363 $1,664 $1,-42 52,449 $1,746 $2,376 -....r...:::iG ..:COME: Income nt :nvestrents $ 19 $ 19 $ =9 $ 65 $ 75 $ 56 $ 50 .,_rioted investments 105 115 5v3 i U 6 478 319 246 in .si) on Disposal : Property 200 (16) 4 (13) =OT„L $ 124 $ 134 S 62: $ 6 S i $ 553 $ 379 S 283 ...._ REVENUES AVA:LABLE r;SR DE37 SERVICE $1,126 $1,084 $i '6 $ -, 58 $1 4 $1.836 _ rrent Deot Service $ 461 $ 460 $1,09Z(3) $1,496(3) $1,476 :... -_,average Ratio 2.44 ...36 ..76 1.41 _.60 The Statement of Revenues and Expenses of the Department of Off -Street Parking of ,:,e of Miami for the three years ended September 30, 1980, 1981 and 1982 ::as been a:-,.ned by Deloitte Haskins s Sells, independent certified public accountants. .heir opinion for the rears ended September 30, 1982 and 1981 appears in Appendix B of this "ff:cial Statement. The Statement of Revenues and Expenses for the two years ended 3ectec,ner 30, 1978 and 1979 were examined by other auditors, using a different basis of acco.;ntiny. 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 tile iecartrient, conform to the basis of accounting used in the Statement of Revenues and Expenses tie three years ended September 30, 1980, 1981 and 1962. Operating revenues, operating axpt�nses and non -operating income, as they appear above, for the nine months ended June 30; i9 2 and 1963 include, in the opinion of the Department, all adjustments (consisting ri1; 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 ^.ece�sa:il}' indicative of results to be expected for the entire year. The above information aiu 1d ce read in conjunction with the financial statements and related notes appearing in 1;rendix B to t:n's 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 t::ese ac,o.nts Incl-de $5.1,000 and $937,000, respectively, of capitalized interest which was ::a.d :rDm the proceeds of the Parking Facilities Revenue Bonds (Series 1980) of the City of Conraa Associates East. -9- 83-906. 4 r"I �, ,� �� ,� I 1 "I : ,� . " � � � , , I _",11 . � I � - : I . , t ; I I I I 11 : " I : _ , I I . I �: ,. 1, , �, , : Kam✓ debt Ser'lcs Coverage xpenses add D �IILI,III ?ra,ected Revenues, S 'aterl City of uami 5ark,ing. y II (-rj rimOdfit Stilted in•ihOVSddd3) . II fiscal 'fear Ended Seote..ber= 30 1_986 1987, . 1938 1983_ 198 1985 II OPERATING REVEWUES:I. $2�450 $3,473 $z,370; 53,157.. 2�323 $3,3a0$Y,c"C2 ;►555 2;31. Off —Street Facilities , 1,630 �112 1,920 1,609 ,6, 1,770 1,91;' Farking`�'Lots' On -Street Fac 1._.es� 1,15"p 95 1,330 1i�98 218 130_ .gyp 385 "oy; $9,'24 II Other $5,3 75 $b,300; $b,930 $7,b?3 ,$8 s__ �, . �. II ..OTAL �.. �. : OPERRTI11G.EXPENSESt $1,000 51,23�` 311990 $1,089' $1,719 1►198 .51,318 1,3i8 II III Salaries and 5enefits 3t0 900 708 779 857; Repairs and Maintena'nce Security and ?Enforcenent 465 560 6)Y 282310 .31. 375 Utilities 215 ,15 L,5' 949 750' 86 3 �0'�4 l.l�a $5,588 It Other ; $3,205 $3,690- $4,199 L; $4,613 $5,081 IOTA. � OZ, C1?ET{A.I.SG I2iCOMr $, 25 S 25 =nte•est Incot;e $ 25$ 25 $! 25 $ -25 175 175 C tsen_ IAvestmenLs 3-•5 . 300 175 175 - $ 200 $ 200 tII Restricted,Investments ; S �00 $ 3`5 $ _00. $ 200 { , ;OT,L •; R=7Ef7UES p*ITiTA3:.E $' S70 $2-�, $%931 $3 2 5 $3 "�3 3 III ^OR�O_3: S _C 'S1,525(2) $i,525C') $1,525(2) ` $1,525(2) $1e5,5(-') Lebt geTvice "- RaL,0i1 $11=79 1.7; ' .92 1.%2 2 .10 .30 „ „ 3ebt Coverage III (1)L Does nQC ce€leer a pco Qseq "Spe.ial assesst-,e1?L a special sment Oistriat" 'assessment he;ein�, dhich $ st1 would created Dv 0aI. vOunty, lo;ida tree ,Q,. av,a>'a412 zQ: deOL ;service hj+ act amount estimated .by the ?epar. IILI Iedu:e :Iet Rever..es fiscal veil; erdln; Septe'Per 3Qr 19a , which astimater gent '3s $99,000 ,•o,,.ge wO;ly •e`s;1t i:t� 3 eceraae fcir sych fiscal Year Qi 1,,86. 4or:e'cc, • l0,25% on aDDrQ .n4;t1 $1,e000r000 { ^) , _ySS1^12S a Q04pOn Q,i , , aggregate principal. dtOunt Q .sc•ies ,'9a3 3or,ga Q',�sLst� .II i1: $O;;rGe; J ,a'qQ ,=.SSOClAt -I=C s rtne f00tnOteS ab0'Ie alcne d0 n0* a°teInDC LO a{Dla•n LU11v or derail all 'of. Oe•� tlese or0 ect�LOna, Reference't0 the Reoort the stand- OL COnrda ar0$' Or dS5 Ti C1OnS _d La3t 1n �D32n0 _na A '+ PerC O. T _ _ dill n ecDiains anO details all O the stnnoar°i3s ,. , �SaOC'a•�S LseOI iS 2»en lad ' O hder SLdnd OL VlnterDret fU11 ^tnE52 Dr0 eCtlOI1S Or.-'aSSLIIDClOna I�I II II Ta4 IIL Ii f .. .. _ 4 ,. . -..._� .. �. t, s,.. . .... ' - 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 145,000 - 1985 155,000 - 1986 165,000 - 1987 17S,000 - 1988 190,000 - 1989 205,000 - 1990 225,000 - 1991 245,000 - 1992 265,000 - 1993 290,000 - 1994 320,000 - 1995 - 350,000 1996 - 385,000 1997 - 425,000 1998 - 470,000 1999 - 515,000 2000 - 570,000 2001 - 630,000 2002 - 695,000 2003 - 765,000 2004 - 840,000 2005 - 930,000 2006 - 1,025,000 2007 - 1,130,000 2008 - 1,250,000 2009 - 1,380,000 Total Rate Covenant Interest Total Require- Require- ments ments 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 *Preliminary amounts; subject to change. -11- 83-906 12-month period at least equal to the sum �f ( i ) Current Expenses for such period, pills (ii) 125o �, 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- U Q S' 0 t include more vandal- and tion, the number of significantly increased. 0 theft -resistant housings. In add i- meter lock combinations has been 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 file 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 (45'0). Preliminary discussions have begun between various City, County and Department officials, which may result in the Department's receiving a portion of the fines. §pecial 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 Dade County. No opinion of legal counsel has been received -13- 83-90G ?:o support the Department's interpretation of Ordinance -�independent -,,erification of the S 2. There has been no 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 Fiscal Year; and (iii) the sum of Net Revenues from the most -14- 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 `fear, 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 rears 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 Governmental 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 than, under the then cur- rent market conditions, such Interim Indebtedness could be placed or sold oil the terms and conditions assumed for the purposes of (i) above. -15- 83-906s Subordinated Debt and Short -Term Indebtedness The City may issue Subordinated Debt to finance the acquisition and construction of any facilities, other tha 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. ?BAN OF REFUt]DI:]G Upon the issuance of the Series 1983 Bonds, the City will enter into an escrow deposit agreement (the "Escrow Deposit Agreement") with Sun Bank, t]ational 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 OUTSTAll DI NG ON YEAR OF F*1 AL ORIGI"IA L PAP. OCTOBER SERIES ISSUANCE ��!. TURITY AMOUNT ISSUED 1, 1983* A 1967 10/01/88 $ 3,200,000 $ 860,000 B 1967 10/01/94 1,600,000 1,460,000 11 1973 10/01/02 3,150,000 3,065,000 1980 1980 10/01/09 8,725,000 81725,000 $16,675,000 $14,110,000 INTEREST RATES ON OUT— STANDING BONDS 4.60% - 4.70% 4.60% - 4.70% 5.50% - 6.00% 10.000 - 11.90% *Amounts shown are the balances outstanding subsequent to the scheduled principal payments on October 1, 1983. -16- 0101-11 ill' 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, 19901 and to redeem on October 1, 1990, at a redemption price of 102-1/2%, all the Series 1980 Bonds not theretofore paid at maturity or upon earlier redemption. 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 thereunder) 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 Government Obligations with the Escrow Agent, the Net Revenues of the Parking System will thereupon be available for pledge and application under the Bond Ordinance to the payment of the principal of and premium, if any, and interest on the Series 1983 Bonds. In the opinion of Bond Counsel, in the event the cash and prin- cipal and interest on the Government Obligations deposited in the Escrow Fund are not sufficient to pay the Outstandin Bonds as they become due _`a­n3­payab1e, the holders of t e 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 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. -17- 83+-906: 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 $3,2001000), approximately $700,000 will be deposited into the Renewal and Replacement Account and approximately $950000 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. ES'PIMATED SOURCES AND APPLICATIONS OF FU14DS 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 OF FUNDS*: Principal amount of Series 1983 Bonds $13,740,000 Amounts held under the 1966 and 1980 Bond ordinances (liquida- tion of the following funds) Debt Service Funds 125,000 Debt Service Reserve Funds 21400,000 Renewal and Extension Funds 700,000 Total Sources of Funds $16 9G5�000 _. 1 6 .=_ -18- ow APPLICATIONS OF FUNDS+: . Purchase of Government Obligations Deposit to Reserve Account Deposit to Renewal and Replacement Account General Reserve Account(1) Underwriters' discount All other legal, financial and administrative costs Total Applications of Funds 013,042,400 1,525,000 700,000 1,139,190 398,410 160,000 $161965,000 (1) It is anticipated that these moneys will initially be used to construct new office facilities for the Department. DEPARTIyiENT 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 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. *Preliminary; subject to change. -19- 83-906. 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. 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. -20- /N. Raymond Sanders, Director of Accounting, oversees the accounting functions of the Parking System. On the staff for 14 years, lie 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 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. -21- 83,-906-t Upon recommendation of the Board, the City Comission may at any time adopt an amended or supplemental anual 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 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. -22- 1*1 All rate changes must be submitted to the Board for adoption. Fate changes adopted by the Board must subse- quently be submitted to the City Commission for ratifica- tion. Existing Facilities The Parking System consists of fi-,*e parking garages zither 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 Fiver District. On August 1, 1983 the Department had jurisdiction over approximately 16,789 parking spaces in the following cate- gories and approximate amounts: Catec�ory 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 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 -23- 83-906- E�- 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 Rine project= contained in the Study - only feasibility study The Board engaged a consultant to prepare 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.] -24- 00, / 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 $300,,OOU 1984 Coconut Grove Playhouse 400 (2) $3,520,000 Little Havana Lots 350 $350,000 Off -Street Lots 150 150,000 On -Street Meters 500 150,000 Total 1,400 $650,000 $3,520,000 1985 Civic Center Garage 750 (3) $6,600,000 Miamarina Garage 400 (3) $2,860,000 Off -Street Lots 150 $150,000 On -Street Meters 500 150,000 Total I 8 0 0 $300,3O6 $ , , $21 F 1986 Off -Street Lots 150 $150,000 On -Street Meters 500 150,000 Total 650 $300,000 1987 Lot 10 (3) 11500 $10,725,000 Off -Street Lots 150 $150,000 On -Street Meters 500 150,000 Total 2,150 $300,000 $10,7251000 ( 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. -2 5- 83-906 k r. r • ' . ..r' ,r- ., r'.. •. :. °' ....-• - ...`i �.: it! '-. 'Jn'_1 gilOLt :� In 19 / y5 ion is r'Iit-eZp1: e Li b r. 1. i •r?�J � Eui 1riing have been � l,r. �,: 1 ���• fill; l,I r r.•,r.j. ,r :: t of the Cultural tt•i,' r ,, ! ; 1 } 1 1 r 1,} '-rJ :i •7r, 1 agreement r' 1 r r. f' 1 r•: JrJ11•; i r� i (: llii'lR2 a ba1 .r•r, 1 '1'i, ., •� , ;�- r , r-,t ? lie rperation of r! I l 1, 1 }it• i rr•l„11 ± ilir J11. 1- f 111ir.J F1217 t I,r• ,: 1 I t• l,�! i i`1 Ir`j .,:,`: r:1] i t.11t ,, i r±:1� r'-t. l;r. i rite l annr�ri w1ieI_-eby the /•. I r•rlr••;t• I r,I,n,,•l,t l,t r,•tr r,nl ., 1 l,I 1 •,,It• ;,t•. trrt wI t l rnl,r !.r t.c, ]r±rlf:r tlirr (A71npia Building for t t.rlt.•;r.I„I,III`•i,l ]fit r, rl rlr!'v�ilt.t;le" ll F]''t�lvj t.y jjld commercial ,,1 t•, It i :, r :,t l nl,lt t cJ l;y t.h" l r:j> lrtnlr jlt that the developer ;,t• I t• j I rll lrl r r r•::: 4r1 i t t t' r t)iil(it r't r_ 1 gilt illg :7t�L'1.nCJ Of 1984. llllli,t� t r�l t.1r•! ( r,( ,l1 1 i,il tIr't Ii6?','t?iillt,:� I l r•:,r•I,t 1'r' t lit ('runty 1:: iletruCtillg Metrorail, a t ::y: t-em ser•�e the City and t•t t .1111 llt .11 l y :•I1!'lll l ::. The :,ollt:ht±i'n Ioq of. the system is tlr 111 t t 1 t r t'r t) 1 Il r r'I-,) t l oll 121 December of 1983. The 1 e•ill.l i llrlt'l t t ht ::•t till i :; ::chedllI to begin operation in l ,lt t` 1'1>< 1 . t'•'n: t l jj�-t i coil 11,1,; .l l : beciiiii on an elevated two- \�,1\' \':•t t`Itl, t lit- t`o tit (,)Wll t'eoT`lc' (`"over, %tiillcll will loop t tll .`ll•Ill I ht` 1. \�Ilt `1:n 12 t'.1 lil:1-olliject with the Metrorail 1' •l t I11. 'i'lu` I',`wilt own Pt',.'l l c' `i 'e: 1S expected t0 begin .`t`t•t ,ll ..�I: 1 it t .1l t• t i1:��• . ;1 t ll.l\' l`, t•1`.l: c` 1 o: s , •,al': O'_ ae 1'ietrorai1 1` t .l:ll, i :.•j l l i:.it`ti ltl t'\ .1 : l:.lt 1::, or ;;lie�rl:ca: t lktetrerai 1 will 11.1\•t` on i`.l :'IC ::t.l .It'il:.l:l.i to- the downtown area. T::at study :,',over would ,lc`. t`.t:•t• .1: '�:,• ,it`....i::.i lr: :lc' .:.•,;:....•,;:. area r 0 T, _1ve per- :t:.__ c- _ndIzated tizat the s _._s1:C _c increase p__..tro- l\'t` l c` ]. .. ...' �.c'. 1e'. �:...�� _ ...e ✓epar cf _.':e •""_._ - the relative attracti-.-eness of the Department's facilities and the performance of the Department's facilities during energy shortages. Management of Metrorail Parking system I11 June, 1983 the County and the Department entered into a contract which pr'o•rides that the Department will manage the approximately 15,000 parking spaces (six garacies 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;0 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. -27- s3-906; The Plan, contributions salaries. ^h remaining amount of September 30, November 141 1971, requires effective since rate of 6-1/2% of their a from employees at l to the e Department's contribution is equal As necessary to fund the Pfunded adequately. 1982, the Plan was fully In accordance with the to fund liabilities of the tions. Actuarial valuations three years, although it ha ment board created under the valuations at the end of each s b Plan, the Department is required Plan heSeplan Dare ctuarial required valua- every b t of the retire - terms the policy terms of the Plan to obtain such fiscal year. ,.,he actuarially computed present value of accumulated plan benefits at September 30, 1982 and 1981 were as follows: 1982 1981 'rested $204,610 $110,503 ';onvested 105,692 60,620 Total $310,302 $171,123 ,,et assets available for benefits $456,205 $355,850 The Department's pension costs for the years ended September 30, 1962 and 1981 amounted to $28,680 and $5,2531 respectively. Pension costs for 1982 and the budgeted amounts for the fiscal years ending September 30, 1983 ($421440) 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 a`menTmen`t, "revenue" includes ad valorem taxes, other taxes and all other receipts, including receipts of f W 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 e:;ceeded 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. -29- 83-906 - a... _ _. �_.. .-• .:�� �.. .... �.. _ ....� .. .. .. .. .....� _-:._. 'a._ _ _.. _a.._. an Z-e _ ne in Gam. z..: a.a _ ..._ ....a Se E _. __eG G::C ......._G _3 -zEr._G_... a....rE= •._ _ __ 2 _ ) nd a_= a ...tee S .i v_ _. ... _... ✓......ate _.. .. `. _.. .. Z ..:7. j:. .. .._ ..S ! G a. _ _ ..�... r �h":�.� .... ar, :.0 _ z e r 1 eG- .. S _ _ ._ _ _ _ .:.. .. .. _ f L...... _7 a .._. s m _ -- C a..... ..G _....0 _ _ .. ... ....... ....a .. C.. .... _G n�`•A .. _' �•...e y?.:``1. e f eC..`�J�'e... i0r, F 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 -31- 83-906. di a: ^ such r �efere�:ce tc eaesuchiesc_ution, law and docu- .` �- e sta' tes r..a be obtained 1. :��^. .rJ:es Of s Lich .6. cc•.. ct :: anal `-`•` L.c,a, 'l,e 4It cr the e n art-e::t cf Off -Street Parking, 190 i;crt::eas _r.�.d St:'eet .i3+; t_Orida 33132, A--enit on: 0 �-39 From Shearson/ . 'e' e .; rah^cJscayne ., ule aid, Suite 4:1,_ r _; a - _3- ,-Te_ep'r.o;:e -5) 3 j- ; 08yy4,, % Q..0 �_....a..t a t:`7 � ,- :X v✓ C ne i ��..ii th ...t rAe~, l�cr tll, a ..-ter...icn: ;•:unlcipal Finance, yeer { S:3 ) :.... ^^ . d Cis _v_: u .. _..iZi'L-.; - ti ..___�.aa. .C..tat em.e nt ♦. _. .�. :;een a:.t�'�ir_Leu ✓Y �.ile Cit� _` _a-. _____.�. ._.• .,_�e:. / w_.,h tine del.:erl cf the :r.ders,cf,:ea w_ _. . u_.• ..ne_ r certif- _; a:e _, .at, ts.. oD ..r.eir know I edge, -Statement d_d nc _ as ,i _ts date, and does not as ._ -:e te f h er_es _:E3 ..n.s, c--rtain .�... ....-_.:e .: .. ...-e-e:•,. Ca a ::.G-ea_..._ fac:..- yr �i�.a .. ._0 s..a �. a ma-eraa:ac t k"... h .r.• _4_ a ..v 'J ne _.._.,-1dec v Te h reaal for 1. .e /,ur- r PcseS ..cr .,,._ .. ..�� vfr_s��� __-emer,- _s _o ✓e ..wed cr -.. is .:ere�.aG_ _.. -_'=er ram. .,._..e he ...._G-emen...s n..G d ...... ..e_. , _.. .. .e .. .. ... .. ..:e ..._.. =:: st an.ce.,. tney were -.. _ a .._. n w APPENDIX A 0- REPORT OF CONRAD ASSOCIATES EAST 83-906, �. or f CO"' 'P�� EAST ARCHITECTURE ENGINEERING A DIVISION OF CONSTRUCTION RESEARCH AND DEVELOPMENT, INC. PARRING CWT8t.TL7IVG f89 WEST MADISON STREET August 10, 1983 Mr. Arnold Rubin, Chairman and Members of the Off -Street Parking Board Mr. Roger M. Carlton, Director Department of Off -Street Parking 190 N.E. Third Street Miami, Florida 33132 Gentlemen: Introduction CHICAGO,ILLINOIS 60602 (312) 263-3139 This Report is written in connection with the issuance of the proposed City of Miami, Florida Parking �ystem's Revenue Bonds, Series 1983. The purpose of the Report is to describe the Miami Parking System including its physical facilities, pertinent policies and procedures and to make projections of the net revenue that will be available for debt service for the next five years. The Miami Parking System consists of five parking garages, 37 parking lots and 6424 on -street parking meters to serve the needs of the City of Miami. The Miami Parking System is under direction of the Off -Street Parking Board and is administered by the Department of Off -Street Parking. The Department is a semi -autonomous agency which was created by a special act of the State Legislature and operates under that act and City of Miami Bond Ordinance. Description of the System Most of the Miami Parking System facilities serve the downtown area of Miami. However, important segments of the system are on -street meters and parking lots to serve other active districts within the City of Miami. These include the areas of Coconut Grove, Little Havana, Civic Center/Jackson Memorial Hospital, Garment District, Omni, Decorators Row, and Little River. 83-906, C O N RAD ASSOCIATES EAST -3- 8/10/83 Mr. Roger M. Carlton The review of the operations showed that the Department is well organized. The Director, Mr. Roger M. Carlton, with support of the Board continues to implement changes in the operation to accommodate the growth and increase the efficiency of the operation. The Board, Director and Staff are to be commended for their efforts to keep pace with the growth of the City of Miami and maintain an efficient operation." It is interesting to note the growth of the Miami Parking System in recent years. The table below illustrates that growth. Number of Parking Spaces 1978 1981 1983 On -Street Meters 4434 4425 6424 Parking tots 4506 4316 5358 Parking Garages (owned) 2097 1565 2457 Parking Garages (managed) - - 2550 Total 11,037 10,306 16,789 The major changes during the period of 1978 to 1983 included: • Sale of Mechanical Garage in October 1978. The Mechanical Garage was then known as Garage No. 2 and had a capacity of 422 spaces. It was sold becuase it did not generate any net revenue. • Construction of the second portion of Garage No. 3 which added 769 spaces. This Garage was financed by the 1980 Series Bonds and opened in September 1981. • Opening of the two City of Miami Garages which were financed by the City completely independent from the Department. These two Garages did not create any debt for the Department, nor are the operating expenses and maintenance the resopnsibility of the Department. These Garages are managed by the Department. Garage No. 4 containing 1450 spaces was opened in February 1983, and Garage No. 5 with 1100 spaces opened July 1983. • A restriping program was started which has added over 100 spaces to the garages and increased the capacity of several lots. • In the last year, a continuing program was implemented to identify locations where on -street meters would be beneficial to traffic and parking control. Approximately 1400 on -street meters were added in the last year. 83-906 vo; 8/10/83 CONRAD ASSOCIATES BAST -4- Mr. Roger M. Carlton Planned changes to the existing System A number of projects are being discussed, being planned or are committed which will add to the System. The items considered significant are discussed below. Those committedadditionaor in the advanced olanninq stage do not require or The only commitment is for management of the Metrorail Parking. The kk-,trorail System, develooed by Dade County, is expected to partially ;loan in December 1983 and to have the first phase fully operational in 13te 1984. The Department has entered into a management agreement with Dade County to operate the parking facilities at all Metrorail :t.3t ions. The �kletrorail oarking facilities will include parking garages and off-street oarking lots. The agreement provides that the Department will he reimbursed for all direct and indirect expenses attributable t0 the Metrorail narking operations. In addition to expense reimbursements, the Deoartment will receive a management fee of at east3er year. There are incentive provisions based on Dither a c ercentace cf excess revenues or a oortion of reduced losses 'Omclre.� to the mutually produced tudget, which could increase the rJ'e.'tS i the 3cvarced clanning stage include the construction of t,lree vark;nc -ots cn leased lard and the restriping of three ­\:st �3rkinc Lcts i, the Civic Center area. Cne of the oropcsed t,e �cwnt^wn area where m ere is a cemenstratea nigh ctner two ..cts, at .-95 and S.A. Eight Street would se7 e t~e _..:kel area and S.A. EI'gnt Street. 4 significant number :arki^c commitments wculd ce cttainea oefore starting 2r t"e S.A. _izrt Street ! cts. Te .iv_'.0 enter, wnlch t"e -ace 'eunty Justice facilities, is exeeriencinc a severe ^q s~crtace. Rest.iei-ona 'ts _= 25 and 2i ? w l It increase the ca:�in^ L..3ac;Iv 3y aver CO^ scaces 'IC-er-en~i U at a ^ominal cost. -re Cost �C ♦-,e ew .-2ts 31-c t� r� tri 1 - � n ,e s aging wi�l ce gala from .:st ce- _^- is a `essi; il_:y stogy wn,on :s a ;oin,t effort with `ne _it�yc`^ Miam;. t~e 2:.cc^ut C:cye =_aynouse 3wrec ^v the State vice of J 1 JcV t J o l ermine t`1e =e �_ �__•. _' c -ult_ :s= oari<ing garage on the zwrec -_v the �ecenut Breve r-3vnCuse. If -ersrt^e^t Tav oeoome _nvolvec w�tn -•cwever, it i5 ore^azure to 101q f CC" ASSOCIA�'ES EAST ~ -5- Yr. Roger M. Carlton On a long range planning basis, the Department had commissioned -nis consultant several months ago to prepare a Five Year Capital Improvement Study. This study identified a number of possible projects which might merit specific feasibility studies and construction in the next five years. The concept of the study was to determine the general feasibility of the individual projects and whether the Miami parking System could absorb the additional facilities financially. The basic conclusions of the draft report were that the Miami Parking System could absorb several new parking facilities when there was a demonstrated need for each facility. A review draft of the report was submitted to the Off -Street Parking Board in October 1982. The Board accepted the report in concept with the express provision that each individual project would require a detailed feasibility study before proceeding further on any project. No work was done on the Five Year Capital Improvement Study since October 1982. The above mentioned Coconut Grove Playhouse feasibility Study is the first and only specific project feasibility study to be implemented to date. At this time, the only project expected to reach the feasibility study stage within the next year is the Civic Center area. In that area, a new jail facility is planned on the site of one of the Parking Lots. There, a parking structure may be justified when the proposed jail facility is definitely scheduled. As a definite need arises, new projects will be evaluated, but at this time, there are not any projects which have been determined to be feasible. The Department has selected a firm to study the Department's office space needs for the next several years. Assuming that additional office space is required in the near future, it is expected that the required office space would be constructed on top of a portion of Sarage No. 3, where the present Department Offices are on the ground floor. This project, if needed, would be funded from available funds without the need of any additional debt. Another study is underway which involves the management of the entire Miami Parking System with special emphasis on the management of parking tickets. At present, the Department's enforcement officers write parking violation tickets, then the tickets are turned over to Dade County for collection and adjudication. The fines collected are split between the Countv and the City with no portion going to the Department. This study could result in the Department receiving a portion of the fines. Because of the uncertainty of the Department becoming involved in the management of parking tickets and receiving a portion of the fines, this aspect has not been considered in the projections discussed later in this report. This consultant and the Director periodically review the use of the whole system to identify trends that may warrant modifications. 83-906, JU. 71, :f:lvf- -tz C O N R.AS7 AS S p G'* iZ'E S EAST -7- 8/10/83 Mr. Roger M. Carlton Similarly, a recent study of meter collection proceedures was made. As a result, changes were made in the meter collection procedures to limit the amount of money accumulated in the meters before the next collection. The performance of the collection system is reviewed Periodically and adjustments made as required. Limiting the amount of money in the meters by adjusting the collection frequency specifically for each zone has reduced the potential loss due to theft and vandalism. In the period of 1979 and 1980, significant vandalism occurred and some theft was suspected. Since then, all the meter housings were upgraded to a more vandal and theft resistant housing. Also the number of meter lock combinations were increased significantly. The Department maintains a supply of replacement locks so that if any evidence of meter theft occurs, the locks in that area can be changed immediately. During the last year the incidents of vandalism were nil and there was no evidence of meter theft. Parking Rates Parking rates are established by Off -Street Parking Board and confirmed by the City Commission. Recommendations for rate changes are initiated by this consultant and the Director. The general concept of determining rates is to maximize revenue for a specific facility considering the demand and other market factors. When the demand remains high or increases, rate increases are usually made. When a facility is underutilized, then a decrease in rates may be appropriate in order to increase the use and thus maximize the revenue. The current policy of the Board is to maintain the rates at or just below the private sector market. Rate changes are made each year for those facilities which are deemed to merit a change. Rate changes, mostly increases, have already been adopted for fiscal year 1983-84 for the garages and most of the Lots and on -street meters in the downtown area. Some of the outlining areas will also recieve rate increases in the 1983-84 fiscal year. The Board has adopted a policy of maintaining a debt coverage ratio of the outstanding and additional debt of at least 1.5 even though the Bond Ordinance provides for a lesser coverage ratio. Projections of Net Revenues for Next 5 Years This consultant has prepared a five year projection of revenues, expenses and net revenues for debt service. These projections are for the years 1983 through 1988 and are shown in the accompanying table. For comparison, the actual figures for 1978 through 1982 are shown also. The values from the table are also presented graphically. The projections do not include any bond financed new projects. Revenues and operating expenses for additional facilities to be financed out of cash flow are included in the projections. 83-906, 8/10/93 C O rJ R.AD AS S O C ._, I' I•:.` , r.nf'T -;3- 'Ar. Roger M. Carlton To make these projections, ,1 number of assumptions were me assumptions are noted below. All years are for fiscal years ending September 30 of that year. The historical data and projections conform to the Generally Accepted Accounting Principals method of accounting which is the specified basis in the new bond ordinance pecified for the preivous which differs from the fund accounting s hand ordinance. For 1983, the amounts in each category are based on actual performance through June 30, 1983, with this consultant's estimate for the remaining three months of the year. The interest income projection reflects the reduced interest rates currently available. For 1984, the amounts are based on a combination of the 1984 budget and other conditions known today which are not included in the ')ljdget. For example, it is expected that Lots 18, 26 and 27 will be restriped to add over 200 spaces to the heavily used Civic Center area. It is expected that lots 38 west and 28/29 will be added to the system in 1984. The interest income in 1984 reflects the reduction of the reserve requirements and assumes that the excess cash will be expended on construction projects during the year. =or 1995, it is assumed that revenues will increase 10% over 1984, which is a slower rate of increase than in the previous years. 9ec3use of commitments to expansion such as the Metrorail parking, the expenses for 1985 are projected to increase 15% over those for 1984 except the repairs/maintenance category which is projected at a 1^% increase. It is recognized that ,Metrorail will pay for direct ind indirect costs, however, the above rate of expense increase .appears to be approoriate. The interest income for 1985 reflects the reduced amount of reserves and interest rates. =or the years 1986 through 1988, to increase at a rate of 10% per orojecteC to remain constant. revenues and expenses are projected year. The interest income is The det_,t service has been estimated at $1,525,000 for the years 1984 through 1988, which represents the maximum probable debt service. The amount for 1983 is the amount due on the bond issues presently outstanding. nese projections show net revenues for debt service i983, increasing to $3,835,627 in 1988. The debt ratios range from 1.74 in 1983 to 2.52 in 1988. of $2,570,000 in service coverage I IBM& a C01V'R,AD ASSO^'rES EAST -9- 8/10/83 Mr, Roger M. Carlton This consultant believes that these projections are realistic. Based on past performance of the Miami Parking System and knowing the commitment of the Board to having a financially sound system and to accommodate the parking needs of Miami, these projected net revenues are likely to be surpassed. For example, the actual 1982 net revenue surpassed that projected to be reached in 1985 by this consultant's feasibility study for the 1980 Series Bonds. Summary The Miami Parking System consists of attrative, well maintained parking garages, parking lots and on -street meters. The System is well managed and financially sound. The Off -Street Parking Board is free from politics and committed to serve the parking needs of the City of Miami while maintaining an efficient, financially sound operation. The demand for use of the Miami Parking System facilities is expected to continue at a high level due to a combination of factors including convenient locations, attractive pleasant facilities, and competitive rates. Sincerely, CONRAD ASSOCIATES EAST A Division of Construction Research and Development, Inc. =^ '°` '°` '= .....~ ..~.. ".'^`',` ^.~,,`. °.'"~. ~,".^. =^"..^ ~~°.°^ ",``"^ "`°'/° *~`,~ ='^.," `'°.°^ ..`°.,^ '."^^° '�"..'° '.``'° .�.... .°° .^"..^° °`."^ "."N^ ' OF) .°* " ~',/,^ It °,,. It ^°,, ^ .~�." , ,.^.°. ,.�~^.~^ ^.,^.~" ^.....,.. =..°.." = `"."'' ".^.~° ,°.°° .,,,,^ .,,," ,,.., ,..^° ,,.,` °".~^ .(,if.°~ ^°..° w".°^ ",.,° ^`'.'° ."."^, .11.0o, .^".°` °..^~ '..~° '".~" '".,.� "".`'` lill ", I -F '',.'o '`'.^r ~.',- '.`..~ '~..~ ~'.`~ ^'."'.v"` w).,s ^../°.w^ ^'.^.`,~' ``=`'"~ v^,~'"~ fill ..~'.° w.^."'= p.._"` �.`""''"^ ".` " ^`.." * .11.140 ^ ,,.~� � ,..w" * �.** * ^.** ` '`'mw � ^.ww ..`—_. '. * Ili, I'm * u/.00 ^ ozo."u * rs,v.^ ^ n/,°" ^ ww,ww s `/`,mw v lilt) Film It ,*/"m * :fill Mill v *".mm ~I OF `'�° w..'`."~ ^.. list st o'cin .=. Ill . "..."^°. w.I'm . fit , */w/"w *"^.mw Ill .`.'.m" *..m^.W'11 p.n".x, *."^.^, if. /."w ^ v`.11"" ^ *°.," w.w.'p/ w'tio..^" w.^m.fit; w..^�" .'r..mm *'.u,.mm *.`o'*w ,^, ,,if, . ,, . ,, /,, .�/, °~,` . �����.����,T.0._..".'"~�.~^ ,~", r ACTUAL AND PROJECTED REVENUE, EXPENSES AND NET REVENUE MILLIONS 10 4 2 1978 1979 1980 1981 1982 1983 1984 1985 1986 1987 1988 83-906: 90 . wimm Mill EAST ARCHITECTURE ENGINEERING PARKING CONSULTING A DIVISION OF CONSTRUCTION RESEARCH AND DEVELOPMENT, INC. 189 WEST MAOISON STREET CHICAGO, ILLINOIS 60602 (3I2) 263-313g September 9, 1983 Mr. Roger M . Carlton Director Department of Off -Street Parking 190 N.E. Third Street Miami, Florida 33132 Re: Official Statement City of Miami, Florida Parking System Revenue Bonds (Series 1983) Dear Roger: Enclosed with this letter are drafts of three items which I have been asked to write or are required from me. These are: • Section on "Impact of Metrorail on Net Revenue" for O.S. • Section of "Rates and Charges" for O.S. • Letter consenting to use of our report in the Official Statement. By copy of this letter, I am transmitting all three items to Tom Holley and Peter Zent for their review and comments. A copy of the consent letter draft is being sent to Susan Barry for her comments. Please let me know any comments you may have. Sincerely, CONRAD ASSOCIATES EAST Howard R . May President HR M/e b c , ; Peter Zent Tom Holley Susan Barry September 9, 1983 City of Miami, Florida Rates and Charces Draft for Official Statement Parking System Reven.ac }1,)N-1J'J P. 1�,')/ T he Bond Ordinance has a Rate Covenant which i , jt 1 L : ; section entitled "Rate Covenant". To reet the P;",te and/or to achieve the amount revenue Which i s 3 1:: :.: i /'• -`= e revenues are reviewed monthly by the Director a r,rj Consultant, with changes made to the rates as :���=.-'=�• Prior to 1982, rate changes were reco—hmentAd by "-1e Par�i; the Director at random times only when .w.a ; a--, change rates to achieve the desired ret r,�ien.je the current debt service amount. Starting in have been reviewed a 1 Lt� -e ` s -art of she ar,n�a ���.- and/or the Parking Consultant the current rates. As part of this cro_ess, t-e rate; _ y riiti`-- operators and other governmental age.nc `ec Ic are reviewed. The current policy of t. e, Rsarc i `c =r.7. e by keeping the rates at or lust --elew t-e rates `acilities in the dcwntown area _7,c at oractice at other areas. T~e oroceedure to establ_sh cr _ -B e : - _ -� --d - _ .s -. First, the Directo._ and agree on rates and char^esJfcr --e ert :a_ facilities. Those rates and-cnarges 7,aj for soecific facilities. Saccn., �, - r_-_ _-,a-- are Off -Street Parking E-oar� for a�_:t the board are submitted to tne __ty Historically, the City7as established by the EEcand, _ _ - ::e7,_ i,,nolement rate increases. T";e chief determir_r,g ._ _c. s o Increase or _-=r-as= = -=_ ------- o Change In �-�- The revenues from esc^ on -street meters is - Consultant. when a less profitable sr G:="- to determine the ca's.- ,norofitable t'-,e. :;ar�� not create an a: e:se `=-= = - -- - --- ---_-= ==--- .• S3-906, September 9, 1983 Howard R. May Draft for Official Statement City of Miami, Florida Parking System Revenue Bonds (Series 1983) Impact of Metrorail on Net Revenues Presently, Dade County Florida (the "County") is constructing Metrorail, a 21.5 mile rapid transit system which will serve Miami and certain nearly suburbs. The south leg of the system is scheduled to begin operation in December 1983. The remainder of the system is scheduled to begin operation in late 1984. Also, the County has just begun construction on the Downtown People Mover which will loop the downtown area and connect with the Metrorail system. The Downtown People Mover is expected to be in operation in late 1985. A study prepared for the County as part of metrorail planning included a section on the impact of Metrorail on the parking demand in the downtown area. That study projected a reduction in the parking demand for the downtown area of from five precent to eight percent with Metrorail and the Downtown People Mover fully operational. That study also projected that the downtown parking demand would resume its historical increase so that within three to five years the parking demand with Metrorail would equal ^r exceed the parking demand prior to the Metrorail operation. ie Department's Parking Consultant, Conrad Associates East, has reviewed ie above noted study, along with other studies of parking in the downtown *ea and has concluded that Metrorail will have a neglible impact on the !t Revenue of the Departments operations. That opinion is based on such actors as the location of the Departments parking facilities, the parking ites, the relative attractiveness of the Departments facilities and the :rformance of the Departments facilities during gasoline shortages. APPENDIX B FINANCIAL STATEMENTS FOR THE ENDED SEPTEMBER 30, 1982 A,,;D 1981 AND AUDITORS' REPORT 83-906 DeLnifte Haskins dells AUDITORS, I RET Honorable �'itchelI Wolfscr., Chair -.a- , and 'terbers of the C'ff-Street Fars ir_ Board cf the Citt cf "ia--.i, rl_rica: We have examined the ^alance s-Teets Off -Street Far?:in, _f t' e Cit c. ':i 7 i, "Departr,ent") as`cf Se~,e7-'-e- related Statements c` revenues a n c ex~er es, :-a--;es fund equity, ar.d charges in fir,ar.cia1 -csitr. fcr t!.e years then er., e... fur eX ..i..at icr._ we. e _ e In aZZ :...,.ce with generall% az:certe:. auditi. 7 s.a-,car::s acccrc ingly, included suc", tests c. .`.e ac.cur_i. z recc,rs an: such other auditin, rrccecures as �- ccrsiuere� reces._.. in the c ircur;stances . In our opinion, such: fi,._..cial state--er.s-resent fairly the financial resitien c` t1:e 7e.art-er.t at Se7te-per r, 1982 and 1981 and the results cf its crerati_rs and t-.e changes in its financial :cr the fears tl'e- e^."eC, in conforrity witt gererall% cce^tec acccun,i..t ..,ci�_es applied on a consistent DELOITTE HASKINS Qr SELLS November 12, 19A= Balance Sheets Department of Off -Street Parking of the City of Miami, Florida Assets Eue i.- .pl.. _ 1G - a'a DES CSSE-S Cas+ tn� es'r-e,, .%cccur's'ece :at.e Due from G&C E•-:erpr,se Fur,a Due from currert assets Preoa-c excesses ToIL& restrctec assets PROPE;;7Y PL4NT. AND ECUiPMENT Land Buda ngs arc, srructu'es Leasehold )r-prover'ien's Furniture an.c `oX'ures Equipment Consiruc'torl 'n progress Less aC T U'dteC .ecrec a! c, Property --^e' OTHER ASSETS Recewao,e `,cm M,am,-Dace Commun,ty College Receivanle from, -.?he, r cverrrr.ents Unamorrzec cent �ssue costs Otrer Total ether assets TOTAL r,J .;rc:s %��'ranc.a: sraremenrs Notes 2 K 3 1982 1981 � L 122.288 54g 27u 345.573 35 368 13.831 10 320 15.519 15.804 53 066 29 271 349 2.948 902 463 545.234 _ 802.131 12.198 3.125. 1 71 4,578.978 93.796 118 375 125.985 3.115 19.208 44 200 38.353 .1,186.791 5,174,722 2.437,137 2.437,137 14 247.997 13.648,324 2.429.070 2,420.764 35.990 35.448 1 .803.411 1,421,281 28.298 14.133 855) (3,538.658) 16.848.048 16, 424.296 2 121.732 2 333.249 184.265 2.3 96.730 100,313 165 551,711 284,743 $22,489,013 $22.428,995 Liabilities and Fund Equity mac` 4 -:L _ ES -•e'� 'es�• c,ed assets nEle..ea •e.e,.uas =RE%' u;4Bi; i7;ES P4YABLE FRO' 1 1 RES7R!C`ED 4.SSETS s and cone acts pavab e u••e"t oc"+on of bonds payable ^te,est ca�ac e �;eta�"aae bayab;e Cyr e^t conion of ease obligation D.e to current assets o,at current'lanilltles oayab,e •from -est,Icted assets LONG-TERM DEBT Lease obligations _cnds payable —net of current portion _ess unamortlzed bond discount Long -terry` debt —net FEUD EQUITY meserve for restricted assets Detained earnings 7;ta! fund equity Notes 1982 1981 _.. 28 2? 1 � 949 c9 �dC 3 165000 160.00C 658.216 66189' 4g.7„ Sail 52F 3 22 254 15.?04 1.011,190 1 512 105 3 46.187 14.280.000 14. 445. OCO i 289.214 I (299,926, 14,036.973 14,145.074 2 3.175.601 3.662.61 3.6,12.600 2722.967 6.818.201 6.385.584 S22.489.013 $22.428,995 nk 83-9®6. el The If,% Statements of Revenues and Expenses Department of Off -Street Parking of the City of Miami, Florida CPEPA71%G RE'vE%UES ff-s"ee� fac.. ; ec Parkino .cts Cr-street'a- ,es Other Iota! OPERATING EXPENSES Sa+ares ..aces and f^roe teref is Repairs arc maintenance Security and enforcement Utilities Other Total OPERATING INCOME BEFORE DEPRECIATION DEPRECIATION OPERATING INCOME NONOPERATING REVENUES (EXPENSE) Interest income Current investments Restricted investments Loss on disposal of property Interest expense Total NET INCOME See accompanying notes to financial statements Notes 1982 1981 3 1 977 622 5 1 ,97 01 1 200 216 90 1.819 987.248 837,469 $9 218 54.433 a 25,1.304 2,990.732 726.342 596,569 569,827 455.596 334.336 271,662 208,081 160.425 610.496 257.449 2.449,082 1.741,703 1.805.222 1.249,029 2 609.652 408.287 1 195.570 840.742 74,980 65,316 478.500 806,490 (15.912) 2 (1.316.433) (,108.705) (762,953) 447.189 $ 432.617 S 1287.931 n hp Statements of Changes in Financial Position Department of Off -Street Parking of the City of Miami, Florida Sv-_1_RCE_5 C= `AORKA4G C4Pi7,1 �cP•a. cis :e �c -ct •ea.. I -c I. " •�o'K ra cacita Cec•ec a, c^ a"'C'• �3tC" v tiG^."i C SCOu^• �v J.s e l'.cstS scosa of croce•ty ac to 11C.,oec __y c^e•a•,crs ^e s ces It .%GrKI^.c cac to ec•ease3CCGUrtS— _, , :z-ce of ease or, ^,abcr 'e' �ec c' Gr ot^er assets c;a _ev ces of .vcrK ro cac,ta Qf Coras caac'e ,rc•ease r ece, ao e f•crr e.re, jG. e• -e c .aes Of ;.c K;rc caG'ta ti�J V • == Te^�- C _� est ctec asse'- 1982 1981 M 011 10l' Vd. Im 8 83-90 ' it Statements of Changes in Fund Equity Department of Off -Street Parking of the City of Miami, Florida Reserve for Restricted Retained Notes Assets Earnings Total ' ?:2 6?6 z 2 635 27-,' .s 2-0 3-9 662 6' 2 2296 6 365 5c:_ ,261- -:-,26*_ S-' '5 00' 3 3 6-12 600 Notes To Financial Statements Department of Off -Street Parking of the City of Miami, Florida t. General I• The D�•parimc• t of Off-Stree' Gary rg J( tr 'rf Vfdvr! (the Department 1 is an ageqcy arC nf'f:1,31t; r,f turf• C,ti r)f ifi�irn, Por,c1a l,Nch arc: in rho, ,'•ti The 've.rre^ t .',tMnf P,3o vg Board (the BGar•7 I �•�ero a er,�s;'� � ;trill ,ver the operations Of 'he l E'Gar'!1 c-rt Tt-, C' y C.'irnmr.son tfhN Commis in i ha'. 'Q.3!'✓E' tr,e 1 E ,t jta:'.r'' .7r(1 fu. rates dnul ',r af:�nc f� r 'r - f j'V ir'g Ser• CF ; ;if 1'n ,.r'O'ssue rcwv r i,(, r'ir''G` A , ;'rf r C l:it:s r'a ,f,�. _(•r� ,f., . ,,1 f! 'hr, Boar,, t.f• ,• f '! !' t�i v;rrf� j„c,u ;3' (� .'��',3� �fJ'rr j• •r. n,tr;)�•f L' ,�Ir1if (� t.hirf: ;jlr. I r;��;r..r,,S Jf 'hc, C!y S, �r. ,f-.3' ,r..!!f1.(:O%lr,j;c.���•3C'.c.I,nit.,�f,;ft��+:r,CBUarG ;Nr •f'.: f i•'!•,cr!�!;�t',n -- 'rf_r Uf1;_)df''Tl(?I;• df: _t•.tFrr(;r !; S ,f M,,Ifrll A t'nt@rpflSt' rl.t''.. ��Sf•!: ,I f'f ,• flf i:if-'. Ir V.j f.f �,(•! (.f"- ;re arf� paicl r rn, [•,�• 1�f't R! it ! mtlf P r t,irt tO Sr•�:' °'I • '! . ,1 !.' r't'1..3 �t:' •.3"'t htl!� i1 .if' ,.-t. f • :,' , ..1•f: : f• :,!�:,-r,-,f,• �C'�'r�'.c'�:r`, trr,6,,:3r•;f;, 1, - .... 2. Summary of Significant Accounting Policies 'r-e fc,ior,mg s a surrr^ary cf 're Deca''rrert s s ar f ca-.. account ng prl,c ec Bas'S Ga5•S ` aC c' rt'r'g I,;raer the acc'Ual t a revcr ,. 'ec;rae!:l :.ren ea;, -.ea ana expenses are �r,':yator s a'enc��r F^. „rer riene`•ts arc' �S, �• S n;es'^'er'S cors,s. G., r a' j f 1 .'t,ga' crs ,e..Srr^er'_ a'e C3r'.?C a' - _._. .'es' :.�'�' acafcY'^-c'es r~'ar'•e! :a�.'= ,.. A•t. _���•o,; r. .."»der _ "' .. .. ''dnC.e d'? ' ! � - '�sS'r •na .3`,i rS .3r r; J,f �E'', r'C, � .,- - 'ti f ,f ',at OL —— �Va7llQ �J Notes To Financial Statements (continued) any outstand�nc jebt and the C,ty has no :iab.'jty fir any long-term debt of the Department In 1982 the Department entered mto trvo lease oo:lgations to acquire computer equipment with a purchase cost of $76 355 at the end of the 'eases the Departrne^t ,as the option to purchase the equipment for one doi!a• Such equipment has been capitalized and the remaining future ease payments nc udlno interest, are $32.172 for 1983 and 1984 and S21 212 for 1985 4. Pension Plan The Department is the sole sponsor of a pennon plan (the Plan ) tiyhich covers substantially all cf the Departments and the G&O Enterprise Fund s elfg;ble full-time employees A retirement board :.as establ,shed to administer the Plan The Plan ::as effective November 14. 1971 and requires contribution from the employees at a rate of 6r 2110 of salary The Departments contribution is equal to the remaining amount necessary to adequately fund the Plan acco•dance :.,rh the P an. the pepart-ne,;t s eau �ecl tc 'und ;atx! ,es o` t"e Pan based upon actua,�a va,uat!ons actuarial va'uatior-s of the Pan are required every three vears. a.thougn t nas been the policy of the retirement board to Wain s-icn va�uaUons at the end of each f;sca yea, The Department s pennon costs for the years ended Sep- tember 30 1982 and 1981 amounted to $28.680 and $5.253. resoecttvelyand the actuarially computed present value of accumulated p+an benefits at September 30. '982 and 1981 were as Viows 1982 1981 Vestea $204.610 $110.503 Nonvestec 105.692 60.620 Tota 5310,302 $171.123 Net assets ava-labie for benefits $456.205 5355.850 The assumed rate of return used in determining the actuarial present value of accumulated plan benefits was 7 per cent for 1982 and 1981 respectively me: APPENDIX C SUMMARY OF BOND ORDINANCE zlomMoll foo �b��t��ii1� ��� T r1 o - s r+5 - • it Vtt F mtIC D�nd 1 :,...,•a f. .. J nth �����;�� i�t���fi�•�iBCas ional sb�i1a?xt e a • ibt ad ~y^J' u !It : 'uS �P a j j l J >♦..a .. ' P.t '•� '�iA j.? ae�Ud<<�'i.tG ii v= al a Z s, i'a " 4� •� x x y'.. X it ,-+ Id .�73 n�� G � �c �..: Vt: u.ttG ��.\L':a � + c�•r .y i� ��r �J...! � � J. ` A +.(t�� �i5it��s3t�L;iC :} x i„ �PoybPsc� ✓ 3.a ' i. GW ax.t Gt:ttz� 3 �i ar,:;oite1�S SAG�.b'T �.�L1�ti'vi�3e�:. is r7 �.aa Ye..ar+ t iA ��yyz�i,! OF �_i• ✓ai y�a+!� r .•.1 t ��+ = ? V x s ti r. a� �ia�-� I. G�y��G sJ �S �� �l♦t s is �j��. (, �> i,. • V j w �ii� j. �°� ihCIS, a cat 3A 3�-= 'wG £.ice_ .. �G fr♦?.` l:. °i1Inc` - ♦ n tile �a?5 ^ a e,arts �an�' .��� .-Se •'�" }r�{;hiy Jr tern +=':SaYV ;nd s ♦a- r :r ?a'r J3• `7 G�a.� �� �„� MnS _ recast ► a_crn .n�3 _, a' ans .r♦T ~. �» .rr :.Y..♦A'Il r$es st:te:nera: 01a� �r �� c �X�e��a� �. _=-e t c r= wem Lras.tartce jc TaY ,r�rar.. ^�, a` ;;c = e G �,�• 8 GCE'.3 !� ,.P r+C ems? r y p+�Jajae ✓:�♦.' Q�s XrP ,arc Cear-. F P Q� rrU�l'.�s;� '_^�� ,. i �;� .f'�Pr O jT♦i ♦ +r es Qr,aLr'4 +'and Car Su- a... 4 i rCd x y3 "Department" means the Department of Off -Street Parking of the City created by the City Charter, or the department► board dy succeeding to such Department by whatever name atthe timegiveto over n or such Department by the City Charter and having jurisdiction control of the Parking System. "Depositary" means any bank or trust company duly authorized by law to engage in the banking business and selected by the Board as a depositary of money under the Bond Ordinance. "Escrow Agent" means a bank or trust company, either within or without the State designated as Escrow Agent in the Escrow Deposit Agreement and performing such functions as are required by such Agreement. "Escrow Deposit Agreement" means the Escrow Deposit Agreement by and between the City and the Escrow Agent, pursuant to which a portion of the proceeds of the Series 1983 Bonds shall be held, invested and applied by the Escrow Agent as provided in the Bond Ordinance and the Escrow Deposit Agreement. "Government Obligations" means direct obligations of, or obligations the payment of the principal of and the interest on which is guaranteed by, the United States of America. "Interim Indebtedness" means indebtedness of the City or the Board payable from Revenues which (a) has a final maturity not more than sixty (60) months after the date it is incurred, (b) is desig- nated as Interim Indebtedness by the City or the Board, which the City intends to refinance from the proceeds of Bonds within such sixty (60) month period, and (c) meets the requirements of Section 716 of the Bond Ordinance. "Investment Obligations" means (i) Government Obligations, (ii) obligations issued or unconditionally guaranteed as to principal and interest by an agency or person controlled or supervised by and acting as an instrumentality of the United States Government pursuant to authority granted by the Congress, ( i i i ) Time Deposits, and (iv) repurchase agreements with reputable financial institutions fully secured by Government Obligations, subject to the foregoing being permitted investments of municipal funds under and secured in the manner provided by State law. "Net Proceeds" means the gross proceeds derived from insurance or as an award arising from eminent domain, less payment of attor- neys' fees and expenses properly incurred in the collection of gros.3 proceeds. 2. 11 "Net Revenues' iheans the excess of Revenues over Current Expens es . 'Operations and Maintenance Requirement" means as of the date of determination 1/6 of the amount shown by the Annual Budget as Current Expenses for the then current fiscal year. "Outstanding 1966 Bonds" means, collectively, the presently outstanding bonds of the City as follows: (a) $3,400,000 Parking Facilities Revenue Refunding Bonds (Series A), (b) $1,600►000 Parking Facilities Revenue Bonds (Series B), and (c) $3,600,000 Parking Facilities Revenue Bonds (Series C). "Outstanding 1980 Bonds" means the presently outstanding $8,725,000 Parking Facilities Revenue Bonds (Series 1980) of the City. "Parking System" means the real property and parking Garages and off-street parking facilities presently owned and operated by the Board; the on -street parking meters installed at any time at or near the curbs of the street within the jurisdiction of the Depart- ment (subject to removal or relocation as povided in Section 713 of the Sond Ordinance); and any Additional System Facilities and any parking garages and off-street parking facilities added to the Parking System pursuant to the Bond Ordinance. "Principal and Interest Requirements" means the respective amo,ints which are required in each fiscal year to provide (a) for paging the interest on all Bonds then outstanding which is payable in such fiscal year, (b) for paying the principal of all serial Bonds then outstanding which is payable in such fiscal year, and (c) the Sinking Fund Requirement for all term Bonds then outstanding for such fiscal year. "Renewal and Replacement Account Requirement" for any fiscal year means that amount established as such from time to time by the Board, which amount shall not be less than $150,000, or such greater amount as the Parking Consultant certifies is necessary for the purposes of the Renewal and Replacement Account for such fiscal year. "Reserve Requirement" means the maximum Principal and Interest Requirements on account of the Bonds in the current or any subsequent fiscal year. "Revenues" means (a) except to the extent hereinafter excluded, all income earned by the Department from the operation and use of and for the services furnished or to be furnished by the Parking 3. 83-90 System and all income earned from the ownership and rental If the Parking System and properties financed by Subordinated Debt and by Interim Indebtedness (b) income received by the Department under any agreement to manage or operate facilities on behalf of any person, (c) any proceeds of business interruption insurance and (d) the investment income on, and the income and gains realized upon the maturity or sale of, securities held by or on behalf of the City or the Department in any funds and accounts established by the Bond Ordinance. There shall not be included in Revenues (i) any grants, contributions or donations, (ii) proceeds from the sale and disposi- tion of the Parking System; (iii) income from the operation of any facilities to which reference is made in Sections 717 and 119 of the Bond Ordinance for so Iona as such facilities are not part of the Parking System; (iv) to the extent and for so long as such income is pledged to secure the financing for the same, rental income from the leasing of any land used in connection with, or income from the operation of, any facilities to which reference is made in Sections 717 and 719 of the Bond Ordinance; (b) any proceeds of insurance other than as mentioned above; (vi) investment income from the in- vestment of moneys in the Construction Fund; and (vi i) the proceeds of any borrowing. "Short Term Indebtedness" means indebtedness maturing not more than 365 days after it is incurred, but shall not include accounts payable and accrued liabilities relating to Current Expenses. "Sinking Fund Requirement" means, with respect to term Bonds of any series and for any fiscal year, the principal amount fixed in the series ordinance or resolution or computed as hereinafter provided for the retirement of such term Bonds of any series by purchase prior to, or redemption in sich fiscal year. The aggregate amount of such Sinking Fund Requirements for the term Bonds of each series, together with the amount due :p,Dn the final maturity of such term Bends, shall be equal to the aggregate principal amount of the term Bonds of such series. The Sinking Fund Requirements for the term Bonds of the same maturity of each series shall begin in the fiscal Year determined in accordance with the provisions of the series ordinance or resolution for such series and shall end with the fiscal year immediately preceding the maturity of such term Bonds (such final installment being parable at maturity and not redeemed). If on or before the 45th day next preceding any date on which term Bonds are to be retired prr:ant to the Sinking Fund Require- ment, the Department delivers to the Trustee, or the Trustee applies money in the Sinking Fund Account to the purchase of, term Bonds required to be redeemed on such date, with all unmatured coupons, if any, attached, the Department shall receive a credit against amounts 4. required to be transferred from the Sinking Funa Account on account of such term Bonds in the amount of 100% of the principal amount of any such term Bonds delivered to the Trustee or so purchased by the Trustee. Any principal amount of such term Bonds so delivered to the Trustee or purchased by the Trustee that is in excess of the principal amount required to be redeemed on such date shall be credited against and reduce future Sinking Fund Requirements and future payments on term Bonds at maturity in such manner as shall be specified in a certificate of the Chief Financial Officer filed with the Trustee pursuant to Section 506 of the Bond Ordinance or, if no such certificate is filed, in the inverse order of the scheduled retirement of such term Bonds. If in any fiscal year the Department fails to deliver to the Trustee an amount equal to the Sinking Fund Requirement for such fiscal year, the Sinking Fund Requirement for the subsequent fiscal year shall be increased by the amount of the deficiency. It shall be the duty of the Trustee, on or before the 15th day, of October in each fiscal year, to recompute, if necessary, the Sinking Fund Requirement for such fiscal year and all subsequent fiscal years for the term Bonds Outstanding -of each series. The Sinking Fund Requirement for such fiscal year as so recomputed shall continue to be applicable during the balance of such fiscal year and no adjustment shall be made therein by reason of term Bonds purchased or redeemed or called for redemption during such fiscal year. If any term Bonds of the same maturity of any series are paid or redeemed by operation of the Redemption Account, the Trustee shall reduce future Sinking Fund Requirements therefor by an amount equal to the principal amount of such term Bonds paid or redeemed in such manner as shall be specified in a certificate of the Chief Financial Officer filed with the Trustee pursuant to Secti-n 511 of the Bond Ordinance or, if no such certificates if filed, in the inverse order of the scheduled retirement of such term Bonds. "Time Deposits" means time deposits, certificates of deposit or similar arrangements with any bank or trust company that is a member of the Federal Deposit Insurance Corporation, and any federal or State of Florida savings and loan association that is a member of the Federal Savings and Loan Insurance Corporation and that are secured in the manner provided in Section 601 of the Bond Ordinance. "Trustee" means the Trustee at the time serving as such under the Bond Ordinance, whether original or successor. 01966 Bond Ordinance" means Ordinance 7414, adopted Commission on March 14, 1966, as amended by Ordinance No. Ordinance No. 7517, adopted on July 14, 1966 and February respect ively . 5. by the City 7452 and 8, 1967, 83-906: 01980 Bond Ordinance" means Ordinance No. `,060, adopted by the City Commission on January 24, 1980, as amanr',PA `; Ordinance No. 9092, adopted on April 10, 1980. The following are summaries of Certain }ti�rti- ,ns of the Bond Ordinance. Additional Bonds for Additional System Facilities. Additional Bonds may be issued under the Bond Dz-dinance from time to time on a parity with the Series 1983 Bonds to (a) pay all or any part of the Cost of any Additional Sy tem Facilities, (b) pay any debt obligations issued by the City Or the Department, or to repay any advances made from any source, to finance temporarily such Cost, including Interim Indebtedness, (c) increase the amount on deposit in the Reserve Account, (d) pay interes'� ac,.ruing on the Additional Bonds and (c) pay expenses incurred i.n connection with the issuance of the Additional Bonds. No Add i'- iona l bonds will he delivered unless among other things: ( 1 ) the proceeds of the Add i t ion,) L 3nn:j= ' ex.,l ud ing accrued interest), together wit.^ other avaiIai-)le funds, will not be less than the Cost of the F.3di Tonal System Facilities to be financed with the Additional Rands (2) the Net Revenues for the most recant fiscal year for which and ited f inancia1, stat_e;;F -,�: ha-: c• f it.-,q (plus the additional Net Revenuv?s which w . ; .i ha,, e hoen received if rate adjustments to become effective or;.or issuance of the Additional Bonds had been in effect (1 -ir i na such fiscal year) is not less than 1 25% of the amount.. of Principal and Interest Requirements for such fi�;cal v-ar; and ( 3 ) the sum of the Net Revenues, ad j ,is ted as described in clause (2) above, plus 1/5 of the estimated Net Revenues attributable to the placing in use and op�ration of the Addi- tional System Facilities to be financed for- each of the 5 fiscal years immediately succeeding the Fiscal year in which the Additional System Facilities are to be placed in operation, is not less than 125% of the amount of maximum Principal and Interest Requirements for any fiscal year thereafter, including the Additional Bonds to be delivered. Additional -Bonds _for Completion Purposes. Additional Bonds may be issued and nance on a parity with the Series 1983 Bonds then outstanding for the purpose M. SPCur•=c.l the Bond Ordl— Bonds and any: other Additional of cI i ng the payment of the Cos t of any Additional System Facilities. The proceeds of such Additional Bonds, together with any other available funds, will be aged to complete payment of such cost to poblions }slued by the City or the Department or torepayyanybadvvancestmade from any source to finance temporarily such cost (including Interim Indebtedness), to increase the amount on deposit in the Reserve Account, to pay interest accruing on the Additional Bonds and to pay certain expenses incurred in connection with the issuance of such Additional Bonds. Additional Bonds for Refunding Purposes. Additional Bonds may be issued and secured under the Bond Ordinance for the purpose of paying at maturity or redeeming prior to maturity all or any part of the outstanding Bonds of any one or more series issued under the Ordinance, including the payment or any redemption premium thereon and any interest that will accrue on suc;l Bonds. Exchange and Registration of Transfer. Bonds may be exchanged at the option of the registered owner thereof and upon surrender thereof at the principal office of the Trustee, together with an assignment duly executed by the registered owner or his attorney or legal representative in a form satisfactory to the Trustee, for an equal aggregate principal amount of other registered Bonds without coupons of the same series and maturity, of any denomination or denominations authorized by the Bond Ordinance, bearing interest at the same rate, and in the same form as the Bonds surrendered for exchange. The transfer of any fully registered Bond may be registered only upon presentation thereof to the Trustee together with an assignment duly executed by the registered owner or his attorney or legal representative in a form satisfactory to the Trustee, and the Trustee as Bond Registrar will make a notation of such registration of transfer on the books maintained for such purposes and will endorse such notation on the Bond. No transfer of any fully regis- tered Bond will alter the ownership of such Bond for purposes of the Bond Ordinance unless such transfer is registered with the Trustee. No charge will be made to any Bondholder for the privilege of exchange, registration, or registration of transfer, but any Bond- holder requesting any such exchange, registration, or registration of transfer will pay any tax or other governmental charge required to be paid with respect thereto and any charge for shippinrt and out-of-pocket costs incurred by the City and the Trustee in connec- 7. 83--9C tion with such exchange► registration, or registration of transfer. The Trustee will not be required to make any exchange and the Bond Registrar will not be required to register or register the transfer of any Bond during the period of 15 days next preceding any interest payment date or after notice of redemption of such Bond or any portion thereof has been given pursuant to Article III of the Bond Ordinance. Redemption. The Bonds of each series issued ander the Bond Ordinance will be subject to redemption as a whole at any time or in part on any interest payment date applicable to the Bonds of such series, at such times and prices and in such order as may be provide(i by the resolution or ordinance enacted prior to the issuance of such Bonds . At least 30 days before the redemption date of any Bonds or portion of Bonds to be redeemed, whether such redemption is as a whole or in part, the Trustee will cause a notice of redemption signed by the Trustee to be filed with any paying agents and to be mailed, postage pre -paid, to all holders of.Bonds to be redeemed as a whole or in part at their addresses as they appear on the regis- tration books maintained by the Trustee, but failure to file or mail anv such notice will not affect the validity of the proceedings for such redemption. Published notice need not be given. The Bonds will be redeemed only in whole mijltiples of $5,000. If less than all of the Bonds are called for redemption, the parti- cular Bonds to be redeemed will be selected by the City as provided in .the Bond Ordinance. If the City fails to select the Bonds to be redeemed, the Trustee will redeem Bonds bearing the highest rate of interest and if Bonds of more than one maturity bear the same rate of interest, the Trustee will redeem Bonds in the inverse order of maturities and by lot within a maturity as the Trustee in its dis- cretion may determine. If less than all of an outstanding Bond without coupons is selected for redemption, the registered owner thereof or his legal representative will present and surrender such Bond to the Trustee for payment of the principal amount thereof so called for redemption, and the City will execute and the Trustee will authenticate and deliver to or upon the order of such registered owner or his legal representative, without charge, for the unredeemed portion of the principal amount of the registered Bond without coupons so surrendered, a new registered Bond without coupons, of the same series and maturity, bearing interest at the same rate and of any denomination or denominations authorized by the Bond Ordi- nance. 8. Except for a redemption of Bonds in accordance with the Sinks^,i nd Requirements therefor, on or before the date upon which Bonds e to be redeemed the City will �iepasit with the Trustee money or vernment Obligations, or a combination of both, that would he, fficient to pay on the redemption date the redemption price of �i-.,i Merest accruing on the Bonds to be redeemed to such redemption ate. On the date fixed for redemption, notice having been mailed rpublished in the manner and under the conditions provides in the nd Ordinance, the Bonds or portions thereof called for redemption ill be due and payable at the redemption price provided therefor, lus accrued interest to such date. Tf money or Government Obl.iga- ions, or a combination of both, sufficient to pay the redemption rice on the Bonds or portions thereof to be redeemed plus accrued interest thereon to the date of redemption are held by the Trustee r by the Paying Agent in trust for the holders of the Bonds to be redeemed, interest on the Bonds or portions thereof called for redemption will cease to accrue; such bonds or portions thereof will cease to be entitled to any benefits or security under the Bond Ordinance or to be deemed outstanding; and the holders of such Bonds or portions thereof will have no rights in respect thereof except to receive payment of the redemption price thereof plus accrued inter- est to the date of redemption. Bonds and portions of Bonds for which irrevocable instructions to pay on one or more specified dates or to call for redemption at the earliest redemption date had been given to the Trustee in form satisfactory to it will not thereafter be deemed to he outstanding Bond Ordinance and will cease to be entitled to the security of or have any rights under, the Bond Ordinance, and the holder will have no rights in respect to the same other than to receive payment of the redemption price thereof and accrued interest thereon, to be given notice of redemption in the manner provided in the Bond Ordinance, and to receive bonds for any unredeemed portions or registered Bonds without coupons if money or Government Obligations, or a combination of both, sufficient to pay the redemption price of such Bonds or portions thereof, together with accrued interest thereon to the date upon which such Bonds are to be paid or redeemed, are held in separate accounts by The Trustee or the paying agent in trust for the holders of such Bonds. Security for the Bonds. As security for the payment of the Bonds and the interest thereon, the City and the Board grant to the Trustee a pledge of (a) Net Revenues, (b) their right 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 will be effective and operate immediately and that the Trustee will have the right to collect and receive said Net Revenues in accordance with the provisions of the Bond Ordinance at all times until the Bonds have been fully paid and discharged. a Sa3'90(,-' in ival tea and RO}lthe RafliIId gyst@M Pond, the R@v#hue Account, the ICI lea0m@tit ,Aci'olitit and the deheral Reserve Account, E c€pt Y�eteiiiaftet de§cfibed all tevenues received by the Art"Mt will he depo§ited When roceivod to the ctedit of the �ltie Account. The b6partunt will the apply honeys iP� Revenueeui1t to the payteht of Curreht Ritpetlse5 ►ii the ZOth day of eachAtha the chief fin hciai bffioer will withdraw from the Rey✓ehie Wht►ll _aiilouiits on deposit thetein iii excess of the Operations Roqu'it d Maintenance ertent foe such MOhth and will apply such A ys in the following order: (a) with the Trustee to the credit of the Interest Account such amount thereof as may be required to make the afiount then to the credit of the lnteres t Account equal. to the ihterest then due and payable and to become due and payable within the next ensuing six ing months on all Bonds then out7tan�� (b) with the Trustee to the credit of the Principal Account such amount thereof as may be required to make the amount then to the credit of the Principal Account en -al to the principal then due and payable and to become due and'pavable Within the next ensuing twelve months on all serial Bonds then outstanding, (c) with the Trustee to the credit of the Sinking Fund Account such amount thereof as may be required to make the amount then to the credit of the. Sinking Fund Account equal is the Sinking Fund Requirement then due and payable and to b-_,come due and payable within the next ensuing twelve (12) months on all term Bonds then outstanding; (d) with the Trustee to the credit of the Reserve Account such amount as may be required to make the amount then to the credit of the Reserve Account equal to the Reserve Requir-ment; provided,however, that if so provided in the ordinance or resolution relating to any series of Additional or Refunding Bonds, the amount required to make the amount to the credit of the Reserve Account following the issuance of such series of Bonds equal to the Reserve Requirement may be deposited to the credit of the Reserve Account in sixty (60) or fewer substan- tially equal monthly installments beginning in the month following the month in which such series of bonds, is authenti- cated and delivered; (e) to the credit of the Renewal and Replacement Account such amount as may be required to make the amount then to the 11 ern ?^ -' _ -- -�� - �A- - z :r 711 -i r • G - �-Or -J s 3.1- 3_ ter- _ _ . - i.. _ C '� : �.. -� .'+. .. 1 ..�' 1S _ �x officer ?=..e_3- ?.e•re A,coua_ .ra' ��n �° Acco intS NO It �- _ «-. _ _.. are r?a?a-Aa , tie Tris tee _..e .. - _ = ` = - - = ^, vT3 i a to each .red for aJ ; _ .. e .. J _ e r J ` 7 r 3 _ _ �'� .. _ _ PI �•? 3 Sz a t _ ._ r _ .F•. .�..3 _ e �D n ca )f c:Fr, :J�'3r : it .J•J� , �`�. .. _ •'C''n P `'?n- _ ..� _ a .�_ i F _..� 1T T`•e r?3C.Or ! _..� .. _. ap_ � .�. r JOK ,... `_... �: t: =jC.i Offl er, 3:7 "Dr� �a ne ex 4E.r_ D t :F a,-D.r-_ _ _ r?:7F.:eA,- er and _..e "r,:i e App-I at ion of Money. "'`_ ^d n `..-a: •:ear t� t�:e ret.re-•'.._,-___..�.e �. oa.::._ �_ ___-- _--.- .: ��•_.. ,er:e _ .F.r oft -;"an I he Reserve Account on the date of issuance of the Series 1983 s. If Additional Bonds are issued, the ordinance or resolution ting to the same willprovide either for the deposit into the rve Account of an amount that will cause the amount then on it therein to equal the Reserve Requirement on all Bonds 9 .er the issuance of such Bonds or for monthly deposits escribed in subparagraph (d) above. The Trustee will use amounts in the Reserve Account to make sfers, in the following order, to the Interest Account. the cipal Account and the Sinking Fund Account to remedy any defi- cy in any deposit required to be made to said Accounts or to pay interest on or the principal of (whether at maturity, by acceler- n or in satisfaction of the Sinking Fund Requirement therefor) he Bonds when due, whenever and to the extent that the money on eposit in any or all of said Accounts, together with transfers hereto from the General Reserve Account and the Renewal and Replace ent Account, is insufficient for such purposes. The Trustee will *so use amounts in the Reserve Account to pay the interest on the nterest payment date next preceding the final maturity of all Bonds utstanding and the principal of and the interest on such Bonds on he final maturity date of the same. If at any time the value of the cash and Investment Obligations held in the Reserve Account exceeds the Reserve Requirement, the rustee will withdraw an amount equal to such excess therefrom and vill deliver the same to the Department for deposit (a) to the Renewal and Replacement Account the amount then reajired to be paid thereto by the Department and (b) to the General Reserve Account all remaining amounts. Whenever the amount on deposit in the Reserve Account is less than the Reserve Requirement, the Trustee will notify the Director —and the chief financial officer of the amount of the deficiencv. Capon notification, the chief financial officer immediately will deliver to the Trustee an amount sufficient to cure the same, drawing upon funds available in the General Reserve Account- and the _Renewal and Replacement Account, in that order. Application o_f_Mon_ey_ in the Renewal and Replacement_ Account. The Department will apply money in the Renewal and Replacement Account to the payment of the cost of renewals and replacements of and unusual or extraordinary repairs to the Parking System. All disbursements of money in the Renewal and Replacement Account will be made in accordar .e with procedures established by the Board f ron time to time. If at any time the money held in the Renewal and Replacement Account exceeds the Renewal and Replacement Account Requirement, the Chief Financial Officer will withdraw an amount 13. 83' equal to such excess therefrom and will deposit such amount in the General Reserve Account. A pp lication of Mon_�_.i_n the General Reserve Account. The Department will apply money on deposit in the General Reserve Account to cure deficiencies in the following accounts, in the following order: (a) the Revenue Account to the extent necessary to pay Current Expenses, (b) the Interest Account, Principal Account, and Sinking Fund Account, in that order, and (c) the Reserve Account, upon receipt of a request from the Trustee, and (d) the Renewal and Replacement Account. The Department, at its option, may apply any amounts remaining in the General Reserve Account for any one or more of the following purposes but not necessarily in the following order: (1) for any purpose for which money in the Construction Fund, the Renewal and Replacement Account and the Revenue Account may be used, (2) to the purchase or redemption of Bonds, (3) to secure and pay Subordinated Debt, (4) to secure and pay indebtedness not issued under or secured by the Bond Ordinance, and (5) to pay all or any part of the cost of additions, extensions and improvements to the Parking System. APpl_ica_tion of Monte in the RedemptionAccount. The Trustee will apply money in the Redemption Account to the purchase or redemption of Bonds. The Trustee will pay the interest accrued on s;jch Bonds or portions thereof to the date of settlement from the Interest Account and the purchase price from the Redemption Account. Insurance and Condemnation Award Account. The Trustee will deposit Net Proceeds into the Insurance and Condemnaton Award Account, when and as received by the Trustee. Upon direction of the Department the Trustee will use money in the Insurance and Condemna- tion Award Account (a) to transfer to the Proceeds Account funds for the payment of the costs of repairing or replacing the Parking System, and (b) to transfer to the Redemption Account and the interest Account funds for the redemption of Bonds. Investment of Money. Money held for the credit of all funds and accounts will be continuously invested and reinvested by the chief financial Officer, the Trustee, or the Depositary, whichever is applicable, in Investment Obligations to the extent practicable. Investment Obligations acquired with money in or credited to any fund or account will be deemed at all times to be part of such fund or account. The interest accruing on Investment Obligations in any fund or account and any profit or loss realized upon the disposition or maturity of such Investment Obligations will be credited to or charged against any such fund or account. 14. �te Covenant. (a) The City and the Board will fix, charge and rates, fees, rentals, ,lleCt and charges for the use of the Parking item and will revise such rates, fees, rentals and charges as <<en as may be necessary or fe1n+ and //If appropriate to produce Revenues in each period c'• 1elve-month commencing October 1 and ending on the next September 30 jeceeding at least equal to the sum of ( 1 ) Current ipenses for such period, plus (2) 125% of the amounts required to ,deposited in the interest Account, the Principal Account, and the inking Fund Account in sch period, plus ( 3 ) the amounts required Abe deposited in the Reserve Account in such period. (b) If, in any such period, Revenues are less than the amount required lender paragraph (a) and if the cash and value wnh0mI of the Investment Obligations available within the funds and ,,,,,,,•,,,i accounts created by the Bond Ordinance are not sufficient to eadl<<C:,,. make the deposits required to be made to the Interest, Princi- ``'tlendc' pal, Sinking Fund and Reserve Accounts, the City and the ri„•s,,,t-, Department will take action to revise the rates, fees, rentals and charges, or alter the methods of operation or take other led i,c,o", action in such manner as is calculated to produce the amokint so nv Pa k"'- lid, Ise required in such period. i,e,,,,,,,,, (c) If the audit report for an fiscal year in(l;cates i"•iz`•"•t%C aland Re that the obligations under paragraph (a) have not been satis- fied, then within 15 days of the receipt of the audit report kS�%(eln(of for such f iscal Par the Depa wil l employ a park y- r P P P g rledge ed. pledge :+m consultant to review and analyze the financial status and the administration and operations of the Parking System, to inspect the properties constituting the Parking System, and to submit to the Board and the Director, within 60 days thereafter, a written report on the same, including the action taken by the Price or City and the Department with respect to the revision of its lidd rates, fees, rentals and charges, which report may contain recommendations of further revisions of the rates, fees, rentals, charges, and methods of operation of the Parking System that will result in producinu the amount so required in the following twelve-month period commencing October 1 and ending on the next succeeding September 30. Promptly upon its receipt of the recommendations, the Department will transmit copies thereof to the City Commission, the Trustee and each Holder of Record who has requested the same and will take such, further action as is then in the best interests of the Bondhol- ders, the Department, the City and its citizens. ciptol'un orh. Bond (d) In the event the City and the Department fail to take Sinum. ndfor the action as required by paragraphs (b) and (c) , the Trustee may, and upon request of the Holders of not less than 25% in princi- pal amount of all Bonds Outstanding shall, institute and 15. 83-9U( r -._ .... "^ram...." -9os. prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City and the Department to comply with the requirements of said para- graphs. (e) No free use of the Parking System will be permitted. Particular Covenants and Agreements It Operation of Parking System. The Department will establish and enforce reasonable rules and regulations governing the operation and use of the Parking System, operate the Parking System in an efficient. - and economical manner, maintain the properties constituting the Parking System in good repair and in sound operating condition for so long as the same are necessary to the operation of the Parking System upon a revenue -producing basis, and comply with all valid acts, rules, regulations, orders and directions of any legis'.ative, executive, administrative or judicial body that are applicable to the Parking System. For so long as any Bonds are outstanding, neither the City nor the Department will construct, maintain, or -operate, or cause to be constructed, maintained, or operated, or participate with any per- son, entity, or governmental unit or subdivision in the construc- tion, operation, or maintenance of, any off-street parking facili- ties that would impair the revenue -producing capacity of the Parking System unless prior to such construction, operation or maintenance (a) the construction, maintenance and operation of such facilities are aithorized by the Bond Ordinance and such facilities are incor- porated into the Parking System or (b) the Department_ delivers to the Trustee a statement of the parking consultant to the effect that based upon such consultant's knowledge and analysis of the finan- cial performance and operations of the Parking System, nothing has come to its attention that would lead it to believe that the City and the Department would not be able to meet their payment obliga- tions and rate covenant as a result of such construction, operation, and maintenance. Separate Funds; Reports and Audits The Department will keep the funds, accounts, money and invest ments of the Parking System separate from all other funds, accounts,• money and investments of the Department and will keep accurate records and accounts of all items of costs and of all expenditures relating to the Parking System and of the Revenues collected and the:" application of such Revenues. At least once during each quarter of each fiscal year, the Department will cause to be filed with the Trustee copies of a 16. signed by the Director setting forth all revisions of the fees, rentals and charges for use of the Parking System the preceding three-month period and an unaudited interim t, signed by the chief financial officer, identifying all I ts that occurred during the preceding three-month period. Within 120 days after the close of such fiscal year the Depart - shall cause the accountant to prepare an audit of its books and nts pertaining to tie Parking System. Reports of each such will be filed with the Board, the chief financial officer, the Trustee and each Depositary, and copies of each such report ,be mailed to Moody's Investors Service, Inc., Standard and is Corporation and each Holder of Record requesting the same will be made available for inspection at the office of the chief ncial officer. ance ' The Department will purchase and maintain insurance covering h properties belonging to the Parking System against loss or age from such causes as are customarily insured against by erprises of a similar nature, business interruption insurance, comprehensive general liability insurance on the Parking System bodily injury and property damage, as well as other types of arance . )osition of the Parkinc System Except as provided in the Bond Ordinance, the City and the partment will not create or suffer to be created any lien or arge upon the Parking System or any part thereof, or on the !venues. The Department will have the right to sell or dispose of any )veable property acquired by it in connection with the Parking !stem, or any materials used in connection therewith if the Direc- )r determines that such articles are no longer needed or useful in mnection with the construction or maintenance of the Parking !stem or the operation of the Parking System and that such sale or isposition will not impair the operating efficiency of the Parking (stem or reduce the revenue -producing capability of the Parking ystem. The Department, without notice to the Trustee and free of any oligation to make any replacement thereof or substitution therefor, ill have the right to demolish or remove any real property and tructures now or hereafter existing as part of the Parking System "ovided that the Board, by resolution, determines that such removal 17. 83-9C aocsnot 1Sr33r tie opera`-inQ efficiency of -,e �����. Sys►OT or redu`- ce ~e re';en;e-prodicing capabilit,�' Of the 8n - pT CO tne provis ions described in the paragraph abol .� t de►erTines that any real property or structure of . • . �.,g a ;,a- _ of =ne ?ar.� ing System has become inadeouate, th �o.cAs,ary, the Department will then have the riahtth je7 i=r. .,r re7s.;e sicn propert, and, to the extent permitted byes :a«, za; sei: ;r ot-,er•+ise dispose of all or a part of the same, ifde !t; prig to such removal or demolition the Depart- -e-,t gives written notice thereof to the Trustee and su or 'i; 'A; the Department will construct, acquire, re;.lace or s,ibstitite real property or structures having it `a:r zarket valie at least equal to that of the property�h d or removed , or it (B) the Department will not be required to 3i c-)-,strjct or acquire any real property or structures in or in replacement thereof if there is filed �. with she Trustee prior to such demolition or removal, a certificate approved by the parking consultant, stating i ; that no Default has occurred and is continuing �. the Bond Ordinance, or, if any Default then exists,, t�:at t:r.e ame will be cured by this action, and ( ii ) that t`.­ "yet ?evenues for the Fiscal Year next succeeding that in w.`:i^h sjch demolition or removal occurs will be suffi- cient to enable the Department to meet its rate covenant.-. The rF,pa%tment will have the right to remove and sihstitute or r;re <.hanaes in the location of on -street parking meters whic"r are nf7ce-,�:ary Uj permit street widening or street closings or to pr,Dvid nl�-cessary regulation of traffic and relief of congestion and which will not materially lessen the income and revenues to be derived frf.nm such meters. The Department will deposit the proceeds resulting from any abandonment, sale or disposition of properties constituting the Parking System to either account in the Construction Fund if the amount then on deposit therein is insufficient to pay the Costs of any Additional System Facilities or to the General Reserve Account if the amo,jnt on deposit therein is less than the amount to be d�:tx�s ir_ed therein pursuant to the capital funds budget, as the Department may direct. A.11 prot:(eds remaining after such deposits hall be paid to the Trustee for deposit in the Redemption Ac-(,')un t . The Board will e'f3age an independent certilP ed public account- ra firm of independent certified public accountants, insirance pants and a parking consultant. The City and the Board covenant and agree that, so long as any je Bonds secured by the Bond Ordinance are outstanding, none of revenues will be used for any purpose other than as provided in fond Ordinance, and that no contract or contracts will be ,ed into or any action taken by which the rights of the Bondhol- might be impaired or diminished. The City covenants that no free parking will be permitted pur- t to lease or other contractual arrangement upon real property It facilities owned or operated by the City. The City covenants that if it acquires or constructs any facil- s or structures for the off-street parking of motor vehicles, h facilities or structures are not a part of the Parking System, ill engage the Department to manage and operate such facilities structures. Additional System Facilities; Additions to the Parking System. 1property constructed, placed or installed in or upon the Parking ;tem as an addition or improvement to, as a substitute for, or in �ewal, replacement or alteration of, any property constituting :t of the Parking System shall thereupon become a part of the ;king System. Contracts,_ Leases and Other Agreements. The Department will ve the right to lease the Parking System or any portion thereof to blic or private operators for continued operation, in the public itprest, as public parking facilities, at rentals which, in the pinion of the parking consultants expressed in writing, will be pal to the estimated Net Revenues which would have been realized eom continued operation by the Department of the facilities to be !as ed . The Department may lease, as lessor, all or any part of the irking System, or contract or agree for the performance by others, :operations or services on or in connection with the Parking ,stem or any part thereof, for any lawful purpose, upon compliance .th the conditions set forth in the Bond Ordinance. Interim Indebtedness; _Short Term Indebtedness. The City and gh le Department have the rit: (a) to incur Interim Indebtedness on parity with the Bonds as to payment from Revenues provided that 1) the requirements for the issuance of Additional Bonds could be atisfied if such Interim Indebtedness were issued with a maturity 19. 83-' �,f twenty-f ive r 25 i years after date Of issuan'..a, with substantially equal annual payments of principal and interest and with an interest:em m rate substantially equal to the market interest rate for similar he D obligations of twenty-five year ma`_urity at htime the calculation is made and (2) there is fired with the Trustee,Eve the incurrence of such Interim Indebtedness, a letter from a bank- efau ing, investTent banking or other appropriate financial institution stating that, under the then current market conditions, such Interim Indebtedness could e placed or sold on the terms and conditions ,(1) above and (b) to incur Short Term Prf assumed for the purposes of (a Indebtedness payable as to principal and interest as Current Expen- of ses provided that (1) such Short Term Indebtedness at any time outstanding shall not ex;.eed 20% of the Department's Current Expen- ses of the Parking System for the last Fiscal Year for which an ma audit is available, (2) no Short Term Indebtedness shall be outstand- ing in each Fiscal Year for a period of 30 consecutive days. Financing of Special Purpose Facilities. The City or the Department may finance the acqAsitiorn or construction of any special purpose facilities permitted by law so long as the condi- r_ions set forth in the Bond Ordinance are satisfied and the Parking Cons-iltant certifies to the Trustee that such special purpose facil- ities will not materially reduce Revenues or impai- the operating efficiency of the Parking System. Subordinated Debt. The City may incur and issue Subordinated Debt to finance the oc,ijisition and construction of any facilities which the Board and the Department may operate and maintain pursuant to law, except for special purpose facilities if, among other conditions: (a) such S;jbordinated Debt is payable solely from the proceeds of other Subordinated Debt, Additional Bonds, any money available therefor in the General Reserve Account, or from any other legally available source provided that such Subordinated Debt will be payable from Additional Bonds only to the extent such indebted- ness was issued for any purpose for which Additional Bonds may be issued under the Bond Ordinance, and (b) no Default has occurred and is continuing under the Bond Ordinance or, if any Default then exists, that the proceeds of such Subordinated Debt will be applied to cure the same. Financin of Other Facilities. The City or the Department, if then authorized or permitted by law, may finance the acquisition or construction at any portion of the Parking System or any other pro- perty hereafter acquired by the City or the Department, through the issuance of obligations that are not issued under or secured by any of the items constituting security for the Bonds. Any such facility or project so financed or otherwise acquired by the City or the Department and not constituting a part of the Parking 20. agi sh; jul en or ju as de M: cL t P` 1 a. f- r P C w t c_ r r— 4, A, system may be added t(> the Parking System by resolution of the City sr the Department upon compliance with the conditions set forth in ;he Bond ordinance. Events of Default.. Each of the following events is an 'Event )f Default" under the Bond Ordinance: (a) payment of the principal of and the redemption premium, if any, on any of the Bonds is not made when the same are due and payable, either at maturity or by redemption or otherwise; ( b ) payment of the interest on any of the Bonds is not made when the same is due and payable; (c) final judgment for the payment of money is rendered against the City or the Department as a result of the owner- ship, control or operation of the Parking System, and any such judgment is not discharged within sixty (60) days from the entry thereof or an appeal is not taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; (d) the City or the Department: (i) becomes insolvent or the subject of insolvency proceedings; or (ii) is unable, or admits in writing its inability, to pay its debts as they mature; or (iii) makes a general assignment for the benefit of creditors or to an agent authorized to liquidate any substan- tial amount of its property; or (iv) files a petition or other pleading seeking reorganization, composition, readjustment, or liquidation of assets, or requesting similar relief; or (v) applies to a court for the appointment of a receiver for it or for the whole or any part of the Parking System; or (vi) has a receiver or liquidator appointed for it or for the whole or any part of the Parking System (with or without the consent of the City or the Department) and such receiver is not discharged within 90 consecutive days after his appointment; or (vii) becomes the subject of an "order for relief" within the meaning of the United States Bankruptcy Code; or (viii) files an answer to a creditor's petition admitting the material allegations thereof for liquidation, reorganization, readjustment or composition or to effect a plan or other arrangement with creditors or fail to have such petition dismissed within 60 consecutive days after the same is filed against the City or the Department; 21. 83-906. _ (e) any court of competent jurisdiction assumes custody or control of the City or the Department or of the whole or any substantial part of its property under the provisions of any other law for the rel ief or aid of debtors , and such custody or control is not terminated within ninety (90) days from the date of assumption of such custody or control; and {f) the City or the Department defaults in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in the Bond Ordinance, and such default continues for 30 days after receipt by the City or the Department of a written notice from the Trustee specifying such default and requesting that it be corrected, provided that if prior to the expiration of such 30-day period the City or the Department institutes action reasonably designed to cure such default, no "Event of Default" shall be deemed to have occurred upon the expiration of such ; 30-day period for so long as the City or the Department pursues such curative action with reasonable diligence. Acceleration of Maturities. upon the happening and continuance of any Event ofDefault then and in every such case the Trustee may, and upon the written request of the Holders of not less than 25% in aggregate principal amount of the Bonds then outstanding, shall, by a notice in writing to the City and the Department, declare the principal of all of the Bonds then outstanding (if not then due and payable) to be due and payable immediately, and upon such declara- tion the same shall become and be immediately due and payable, anything contained in the Bonds or in the Bond Ordinance to the contrary notwithstanding. If the conditions identified in clauses (a), (b) and (c) above have been satisfied after the principal of and interest on the Bonds have been declared to be due and payable and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under the Bond Ordinance, then and in every such case the Trustee may, and upon the written request of the Holders of not less than 25% in aggregate principal amount of the Bonds not then due except by virtue of such declaration and then Outstanding shall, by written notice to the City and the Department, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon: (a) money sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon Bonds then outstand ing (except the principal of any Bonds not then due except by virtuef of such declaration and the interest accrued on such Bonds since thel last interest payment date) has accumulated in the Interest Account, the Principal Account, and the Sinking Fund Account, (b) all amountsi 22. then payable by the Department herotintit't 11•1ve, tit•r•II lt., I.i .,r , ,,,, sufficient to pay the same ha:: beon tie•lit,!: i t rti by t tit II It t r Ill. -All, I.,t officer with the Trustee or the paylnt) 1StNflt':, lllti ,t•1 S•\•r•I ll• .•Iltrt default in the observance or pertt,tltltlnt•r Of .111Y •'tilrtt,ytll i t•11.111 t.•n, agreement or prow is ion cunt ,3 i no,i in t lit, lliollti•: t,, 111 I lit. I1. •11.1 it .i 1 11 ante (other than a defaul t in the li.iylllt•nt of t hr lit I Ilc I tt., 1 •t •:il. ►t Bonds then due only because of a tit•t•1lit .0 ion Ilrltit•I t t, I . t ,'I t to I tt., been remedied. If pursuant to the Of 111t• Blind iIr tl I II.IH1 t• 1 Itt• ,•I.I t ion of the Department to pay t hr fond-: i•: tt t t• ► t r .11 ,t , III,- ment will pay to the Trustee forthwith htlt ml y 1 r rr111 Nt•1 I•'t t•ililt an amount that is sufficient, torlt•t ht•r wit h M l itt hot 1 im.l'. able therefor, to pay such Bong-, in 1 ill 1 , Ind .1n .unilmil I Itnl i•: sufficient, together with all other I Hilt- 1v.1I 1.11ilt• 1 llt•t t•1.11 , 1,0 Ir•1'1* all other expenses of the Trtl!;tr'r- inc(it too it tit tit- Int•tlt t 4­1 1111•lt-I this Ordinance. Other R_emed ies . In aria i t i t)n t t 1 .Iny 1 t•1nt r) i t•': t (it•tl 1v., I I .,I. I + the Trustee under the Bond ord i nant't• Inrt i,nitt•r tntl t t•tit•t ., I law, upon the occurrence of an Fvt•nt ill 1)t•I.1ul l III - require the Departmir'nt to t•nrir)r•;t'• )1 i r 11t•i }r". .111d 'It 111•r lit"I'll I.tl.lt instruments reprtrsent inq Not RC'vr•nllt•'; If) I Ill, t r titer it 1 h- T1 tt•:I r•t• immediately up,-)n the recoipt ttlt'r—)f .trltt 1�) ttt•1 I'JS i :t1t 11 S•lltitt)':t•ii instruments daily to the Tru!;rt­•; (h) nrlt it y .1n'/ it .,I ( 1 1r1+ debtors of the Department try pay Iny Imr,i,r,t ri•Isr—.t•rit irr•i 1110 Revenues, when due and owi nq , d i rr-cl- 1 y to t tit• Tr lI•: t t•t•; (t' I ilt.,ti 'lit f it ing of a suit or other t_r;rnmtrnt. t rnt rlt r,f jurt 1r•1•11 pr ttt t•t•tt i rl•I•: I enforce the rights of the Trus'rr,' )no] (If t tit• Ilrtltl-r•. rlrltit•r I lit- it'rrt•) Ordinance, obtain, as a matter of ri•)Iit, t tit- 11,I,rr,titrnt•rit ,I , CeCe1VeC OC CeCel'JerS Of the Park in; `,'�'. t t•rfi .)nri !if I tit• I{r•I {rt• /r ri lt": pending such proceedings; (d) l:ak • wti•I'­/ter I,.I ,t,n tt 1.1.+ t► it1 equity may appear necessary or dr' :I rahIr• t r) r•r)I IS•(•t I It - due and thereaf ter to become due 'jr tri t•rif r)r—, ')t,•.t•r •/•Ifi••t• r,r performance of any covenant, crJnd i I irin or virt•t•rnt•rit ',I trite i the Department under the Brine] (ir,iinari-r•. Upon the happening and .of lriy is Jt riI ',f rJt•I n-11' . then and In every s-ich car! }t P 'f r 1• tit.t. ir.)y, iri'i ,j,')!. ' t,r wi i i ' rr realest Of the Holders Of nor Ir:';', r.t,:1r1 %,4 iri 1IIrt••I,I+e• 1,r II.• i;..,: amOJnt of the Bonds then 'i1r=:`-9nrji!1rj ':Fir)11 1.r',':t t•rt )', s,r',i ,r,•1 enforce the rights? of -tire H'��'irrr'; iri':,•r �w!oral or ','•1)t• •,4r ,r ;,-der the Bond )rdina`^c� t y )r: . a' � J')r. . ,I + t.. 1.1. i,t rt••J s :n er?j:':y rlr at 'Law, 71 vr,,. .•r.. �t•r• .•I i r:t.t.•r .��•♦ pf I,., t protect aria rrnfir:'e f%•'f.--_i Gri .'.: i►'.!. ri r•'. r' N•..'. •� ..•, , .t.r t r .. t..� t- _� r �i�. �-i t .. _.. _ 1• ter! t' t N. aad consent of the Trustee, may adopt such suppiemental ordinances as are consistent with the terms and provisions the Bond Ordinance and do not adversely affect the interest of the Holders: (a) to cure any ambiguity or formal defect or omission or to correct or supple- ment any prevision the Bond Ordinance that may be inconsistent with any other provision herein, or (b) to grant to or confer upon the Trustee, for the benefit of the Holders, any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Holders or the Trustee, or (c) to add to the conditions, limitations and restrictions on the issuance of Bonds or other conditions, limitations and restrictions thereafter to he observed, provided that such conditions, limitations, and restrictions do not impair the security for the outstanding Bonds, or (d) to add to the covenants and agreements of the City and the Department other covenants and agreements thereafter to be observed by the City and the Department or to surrender any right nr power herein reserved to or conferred upon the City and the Department, provided that :such covenants and agreements and the surrendering of any such right or power do not impair the security for the outstand- ing Bonds, or (e) to comply with the provisions of the Bond Ordin- ance relating to additional Bonds. Supp_lemental Bond Ordinances with BondholdersConsent. The Hollers of not Iess then fifty-one percent (51%} in aggregate ;rincipal am•iunt of the Bonds then outstanding that will be affected by a proposed supplemental ordinance will have the right, from time to time, anvthing contained in the Bond Ordinance to the contrary notwithstanding, to consent to and approve the adoption of such .upolam�ntal ordinances as are deemed necessary or desirable by the ,7ity, Ripon recommendation of the Board, for the purpose of modify- ing, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in the Bond Ordinance or in any supplemental ordinance, provided that nothing will permit, or be construed as permitting (a) an extension of the maturity of the principal of or the interest on any Bond, or (b) a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, or (c) the creation of a lien upon or a pledge of Revenues other than the lien and pledge created by the Bond Ordinance, or (d) a preference or priority of any Bond or Bonds over any other Bond or Bonds, or (e) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental ordinance. Cessation of Interest of Bondholders. When ( a ) the Bonds secured �the Bond Ordinance have become due and payable in accord- ance with their terms or otherwise as provided in the Bond Ordinance, and (a) the whole amount of the principal and the interest and premiim, if any, so due and payable upon all Bonds have been paid or 24. if the Trustee and ► h or pav,:IQ aoen obligations,a c�mbin ti�� -.. dagregate ay the a n lion p-emito pay any,1e principal of, a^d _^A _ j a`.�J.... - F on all Bonds the? �^ date �.r dates of such B.,n rie redempti thereof, _e ? C , and ( c i f the reason of a call for redempt i.:-n , the Bones for redemption sh " a.1 have .een the Tras tee , and (d ! s u f is nt f ^ or provis ion made for paying all ether ,-Zr' ,�t ' �V .� �•.,. b the C ity and a _ }' � the Dep rtrrent, then ana in t.at :,j-�c' t'.t' ,... title and inter o the interest � f Trustee and the r:nd`•.: and accounts created by � Bond , the determine and become void, the Saar a wi l l rePea: a"' ; .3 Ordinance, and the Trustee will apply any tilt, accounts , other than money held for the re,ie;n;'t 8cnds, as provided in the Bond Ordinance. tho 'I"Ild Ordinance shall be, continue and remain in fall f,'r: e and Notwithstanding the foregoing, if money, �.'vernrnent ��hl i,lat i,'n;:,01 a combination of both, are deposited with an,i F;el,i by tilt' paving agents, and within 30 days after such tn,)noy, Obligations, or a combination of both have `,�eot j ,jt'c','1ited with ;.r,•t; Trustee, the Department, In addition to c-,b., ery i nq 'the t"t',1,I l t t'mc'nt relating to notice of redemption, causes a notist,h� tilt, Trustee to be published once in a daily now:;i'a-pev of ,lt,nt,rc .II icL)11A tion published in the City of Miami, and in a tin,jncial daily newspaper of general cirrul3tion in the r,'r.),r,�h ,Lit m.vili.it t,jn, City and State of New York, setting forth ( a 1 tilt', da, t- for the redemption of the Bonds, (b) a dot:,cription of tilt' rnon,'�• cn,l Government Obligations so held by such escrow a,jrnt, jntj t,•) that the Bond Ordinance has been repealed and canct�l it�tj, tilt, It, r :t t,t' and paying agents shall retain such right-,, pk)w(-rs an,i ot- iv i 1 t•,tt' . ttn,it-r the Bond Ordinance as may be necessary and convon it'nt in:.'t', t ,t the Bonds for the payment of the principal, intt'ro'-,t an,i any 1't0urt.tM on which such money and/or Government nhl igat inn:; h,jvo All money and Government Obligations ho l,i t)y tilt' Paying Agent will be held in trust and applied to the paynit'nt , wht•n due, of the Bonds and obligations payable therewith. Government Obligations shall be deemed to ht' r;,,f t it it'nt t„ p.,•,• or redeem bonds on a specified date if the principal of ,nd t ht• ► rt- terest on such Government Obligations, wht>n dur-, will it,- -;tiff i,•iont to pay on such date the principal of, and the hromi.,tn, it interest due on such Bonds on such date. 25. f33-!.)()fi4 APPENDIX D DESCRIPTION OF THE CITY OF MIAMI DESCRIPTION OF THE CITY The following information concerning the City i:- _.. included only for purposes of su 1 in G regarding the community, pP y• g_.general lnformation The City of Miami (the "City") is the lar<-jest city in Dade County (tile "Ccurhty") . The 1980 estimated population for the City was 399,995, representing c4.6", the total population of the County. The City'sub`r�picai, marine climate features iorhg, warm summers arid mi i.J, JI , winters. Government of Miami The City operates under the Commission -City Mlanager form of government. The City Commission consists of five ele ted citizens, one of whom serves as Mayor. City elections are geld in November every two years on a nonpartisan ba"�is. The Mayor is elected for a two-year term. At each election-,, tw of the four members oil the Commission are elected for - - four- year terms. The Commission is the governing body of the City, with the power to enact ordinances and adopt resoiu,- tions. The City Commission appoints the City Clerk, the Cite Attorney, the City manager and the members of he P1a:hnina and Zoning Board. Tile City Commission confirms the member_' of the Off -Street Parr:ing Board after they have been se1ect ed by existing members of the Off -Street Parking Board. The City Manager, the administrative head of the .. is authorized to appoint and remove all department directors except the director of the Department, prepare the annual budget, investigate the affairs of the City or of any City department, reorcganiZe the administrative structure and recommend to the City Commission any policies which will benefit the health, safety or welfare of the community. i<e Tonal Go::ernment Services The County has assumed service responsibility on a county -wide basis for a number of functions, including police services; corr,piementinr, municipal fire protection services within f-ve munic'_paiities arid full -service fire protection for other a consolidated too -tier court system; the '.Miami -Dade Water and Sewer Authority; the coordi- nation of .,arious surface transportation programs, Inc the development of a unified rapid transit sytem; the instaliat,on of a central traffic control computer system; a combined lr::blic library system for the County and 18 munici- palities; collectorh by tine Dade County Tax Collector of all s taxes and distribution directly to the respective cgovern- mental entities according to their respective tax le-,:els; and prescribing minimum acceptable standards i.n such areas as environmental resources management, building and zoning, con - protection, health, housing and welfare. Medical Facilities Miami has a growing health care delivery system. The 42 hospitals located in the City and its suburbs offer virtually all general and specialized medical services. Recreation and Cultural Affairs The City has numerous sailing, deep-sea fishing and boating opportunities. There are 3S yacht clubs and marinas, with 685 berthing facilities provided by City -owned marinas. Spectator sports are held at the City -owned Orange Bowl Stadium, Miami Baseball Stadium and the Mar2ne Stadium. Golf can be played year rc>ind on 14 public and 13 private coui-Ees. The Miami area also has 297 public parks and play- grounds, co•.-eri11q 108''710 acres. The area's 10 public beaches cover 1,400 acres and are end; oyed .year round by residents and. tourists. The City also 11as an extensive libl-ary .>yste:r,, art gai._eries and , e.,era1 :nu_eu:ils of art and history. Fi :e '.. �1' , f :- ho,t p>a7/s and s col.c:er` from around � :S?!PCrr tn:1% .kF? .'e 1 o1Dments, o" _ -- 1 ng the C`CliI1t'� I:i !?il 'I c11 , :1:1d the CiT_y I": L�r3i't1Cl:l�?1', is :_t. is oll- ,':a} 1 . ....._ ..:'i;: n = to red In May, .:. '9 on .e F'if''.'ai-_eCl North I.«.ndall D,e i.,....theJ0i 011 C t :�' Ce n t r a 1 _y o d _?aI: The esL mated G:ie1112;C! f � 111 �) �i .. . I. Ii .. C':j f the system from ::orth Kendal], Dr- •e t �.• _ .. ..,•:�. _ ...-en1le (Just` south of 11e CE��) is J�_.e:nber'S3. '_',.tom s~ Coinp1et_cr t1:e e, 1 ,i - `' _mated I- c a. t �:.. e �ourt6 CC Se; temper �_ -_ eIz clue". w_1� �e Zrer�__.- 33-9Q& _ --- - e e-ad ogress -_-��at _.er.J`�� a e J c � r _: e =ort �_ ::law._ �..a., w1 dcuble cot 7a:._ ta' :•:pro`: _:._ ..__"of the -o-t a�- ems- :?'ZnM,e:.t �ffiCeS ta`e ?::d . e.�_a' �_yc_a1_ 1 , a :.ew ._.._ec - :ez S- -- c 5�50 3 4 o� .; - y 3 _ a M _. _.:? ..e'_�"�.'3_she -`e sec-," fu:.ds Space .,e-_ail Scace even ~.; 1eted 16A, C-0 sC 47t i 2'Ocros v ft. .J L, VCV sa-. ft. 1 848 roo::1s 1,315 U:il l.J .�0 spaces cf .._a-._ expe _e::ce^: a c_ . A. _ �_s a:bance on er �'-, 1.32, _ _1•�_. _..e _a1 ng of a suspect J •.:as co2.fined to a _re ^•.- and cc::sisted of a a.,-.,:. a Sm ;11.e total addi- _� t: e dim _ca::ce tc _ :e Li`.: was approximately -a^age to real prope,•e:as to e.ght busi- r:esses and a�oun�ed to less :an _ �0�. addition, n•:entor� _Jsses approxi^;ated S_� -: e epartment of _ Off-S:reet ?ang d_z-7 er any :. ca-t losses as a r e s e C1 i L. d st..:rha n c e . Ccr s -a`e 7xnansio:. .' �sae,and . corporate eado�ar=ers _.. ti:e _a�:i area. _n Ccra_ � ables, over 100 in'ternat_o::a1 c,rporat1ons ha•:e esta'__Z :ed hemispheric s n erat_Onz. Arr.Or" g them 'are s u ch Coyr:crat_Cns as Dow che:-._a, 3•.,_0_1 Corporat_on, CD w enE C- ;rn1nq Fiberglass lo`ipCrdti0ll aIld '11i1t'I'li' lil Ii`::pltal SLlpply. Otter national fi rms Which have e.,tabI i :_ hed international operations or office locations in greater Miami are Alcoa International, td., Atlas Chemical Industries, Bemis International, Dymo, Inc. and International Harvester. industrial Development The two dominant categories of industrial land use in tiie City and its suburbs are light manufacturing and stor- age. The light manufacturing category iIcludes .such industries as machine shops and printing plants. TI;e light storage category includes food and autopart and office Supply storage facilities. Manufacturing is the largest single occupant of indus- trial space within the City. The following table hig't:lights the ,.-arious types of manufacturina acti':ity and the portion Of .i:dustrlal space each industry Occupies within t.:e C_ y• SI -- ( i 1 v L7 e O i 35 :achi,,er (exc_uding e I e c t r i c a 1 : a _ icatec metal products eoa_pment _ _cd, anti -eIated of d-,I s cparei and te:~ti ae and wood Percentage :,f ed 7 i n du s:r Ial S;ace =ai �e . ✓eoa _-.?r.t f _ _ c ,_ �_ . e_ _ ~.F:. C� ; Of .._am C J -4 -- .: e noun y a gysw_. r _ _ �..a� _ _..a..c:-aI ce:. �. --an?s C a.eye G-e • - �� ,.. Q:...0 ea _::e �� crier Q.._�in .i_ 'Y.....Se G.�.. -_.. ..._�J .:. .ia".e .,=•F•:. a.^ip�v ••�'r�. in the Ci _y ... . .._......� i.. _..F' �,,.'.�Y ..ate r .Q S 83-90E, Tc)ir:-i ,m The City's climate and h? ,i, 1w:• li•r a., / I'3cted mally thou:,ands of domestic and , I 11'i.sts. `I _-)ur1 SM has doubled from 1970 t.(, 1"1, 1 i r / 1 t. gen- eL-ates $10.3 billion in the local ,, ,w,tv / gr,vernment and private interest_:.. h,iv �p- ing outstanding tourist attraction:, :,rl, 1, r " I f"-=,nine :stadium, The Orange Bowl CIas:�ir: l Ocean, Parrot Jungle, Monkey Jungle, t.li, ')r • !,, •i ,;, i the Omni shopping complex, Jai Alai, tliQ Vl:rx 'Zi-caya Palace, Metrozoo and the Serpentarium. In the City' s downtown section, ii-jt.­ i :; ,:,,J :.. ,t.ei pro- vide 5, 662` hotel units at an average daily i ,,,,,m r s` r)f S70 . Approximately 44'°' of the international II shopping as an important reason for visiting the Miami a:r.a. Miami International Airport �'ilami Inl ernationa1 :airport ranks eiglltl'z`..:. -i1 and tenth in the world in the number of passen-,e.-S .S _. ----s ac: i l i ties . It ranks f ourtll in the nation and f i f ` in e .�Orld lit the movement of domestic and ai'C10. luring 19S2, airport Services were pro': i :lea _0 Illi I L 10 11 dome Stc and international sclledule l atisa: owns fi .'? separate airports wIti ill its C ..;r' . 0:--t o f i a li s a 1eadi:ig crl:i se s111-c 01 t nat.410n, 0it?a a�2` 1 expoi :,ort to the -,- extern :7e:`:_S. :e 'G. _ _ he total cargo Iland1ed increased .: IOl1 t0-S t0 over Z.77 7liilion tons, an increase cf _^3-1 :n ? - pia:ls were completed for the excansio.: _ o�=- 300 acres. to -5-25 a The � � - - - _ ores le ort is owned -•%t' �.�. B,.:eP.0 of vlie Census es- .tmateo `o, ...�� :p::la`_OI7 :. re was e \oi �i:✓c3:: a::u :a _a:. c _. __•.:e , 'ity of Miami Population Period Population April 1, 1960 291,688 April 1, 1970 334,859 April 1, 1980 346,865 October 1, 1980 399,995(1) April 1, 1981 387,357(2) April 1, 1982 386,302(2) Projected 1985 419,640(2) (1) This is the official population estimate federal revenue -sharing purposes. (2) This estimate was made by the Planning D,--part.rr,r!W, of the City of Miami in 1982. Family Income The table below indicates the di:;tribut�OII -': :r<t,/ number of families in the City and the County. Family income DistriLu-JlGn 1979 is„,i Percentaue Dade Cr,--intl 529 �� 1�J/o `.'I, i�� a Jx _6,5c8 _a FSS 4 c .., i2 i !. l $.__ - 'S nn Total Number �l 'a___es :'' _ '�. Ii, JJ� iJJG7 4G', S2 _♦J� Source: 4� . a . S . Census o_` rop :_ �.. _..1 ......_. ': Eastern ✓J�.A ..r,e r~: :ell Burul.:eS v raga 5, z S J , SSI 5 �..� ✓ r a 1. .. G r ..... r :' : e ..._. r � Rac..._J Y _ rGrioa F .... G . C Source. Mate .._ _ _ _ _ .ae ,ar -.e:._ and ..�.�ic;,,.ent Security. (G) _i... _,....yes v...... an a nd ..a_ _a an rG_ _ ,eea . 14he i a C ti 1 ed hot i li p 'i rv.7� n,.,s t�il 3Hs:; r •.. . . the 3�iL Lt�I ll� ���• '.t;iit� ,i tt "::� •, F.. j VAILIes OF r i �a ��f^ S40, 000-49, 999 r 36 $100, 000 and over Total _N - !1 median Value $47 `� I` C�►� Source: 1980 U.S. Censu;, of tile hoP111:'lt to", r111,1 ►lull ttl:f . Building Permits The dollar values of bui lch n6_t 1w, llii t :+ tit t' i t �, since 1977 are as follows: DolIitt Vtt I ue Nmuht-i Year (00U' :.) O t l `t� l m l t h 1982 $358, 076 1981 532, 20! 1980 3'_-,0,0 4 lt),',It 1978 101.,Ot,l 1977 Source: City of Miami'ti Department. s i 6 t L ._gym � ..... r .. �i F, APPENDIX E PROPOSED FORM OF BOND COUNSEL OPINION 83-9ps; City Commission City of Miami, We have examined the Constitution and laws of the State of Florida, including particularly Chapter 166, Florida Statutes, by virtue of which The City of Miami, Florida (the "City") is authorized to issue parking system revenue bonds and to pledge to the payment thereof the revenues derived by the City from ownership and operation of its off-street parking system. We have also examined certified copies of the proceedings of the City Commission of the City (the "City Commission"), including Ordinance No. 9618, enacted on May 31, 1983 (the "Ordinance"), together with resolutions adopted pursuant thereto, the Charter of the City (the "Charter") and other proofs submitted, including the validat- ing proceedings, relative to the issuance and sale of the following described bonds (the "Series 1983 Bonds"): $16,000,000 THE CITY OF MIAMI, FLORIDA PARKING SYSTEM REVENUE BONDS, SERIFS 1983 Dated October 1, 1983 Denomination $5,000 Numbered 1 to 3,200, inclusive Maturing serially on October 1, in numerical order, lowest numbers first, in the years and amounts and bearing interest (payable semi-annually on the 1st days of April and October in each year, beginning April 1, 1984) as follows: ;I. t y.i 1. V r�`vt dear of Principal Interest ate t�a t Amount R— 7'1,- Suriu : 1 cj83 Bonds are registered as to both and t;,(, of and the interest on the D 8 3 la>nds are, payable in any coin or currency of the t:t, i t.c2Ci ;it: Stu:, of hln(_'rica which on the respective dates of I „,rn�nt therur-)t i:s let al tender for the payment of public ,t,tl }.r i va t,, dubt:, . principal of the Series 1983 Bonds is } il;,:+plc_ at tliu pri.11cipal office of the Trustee under the +irdii,aiicc... '1'l:u interest will be paid by check or draft 1:j.► i j.eci to thu re(ji:, turud owners at the addresses appearing c,n U,rc_ t{i ,Lr.�tic+n 1)(D(J:s Of the City kept by the Trustee as 1983 Bonds, together with any i:-;:,ut-c.i under the Ordinance, are referred to '1'i:t' :,t i .it :� iiorlds maturing on or after October 1 , I') s ha 1 J he sui) , oc t to redemption at the option of the c•1 ty is ., why i It' it, any tinge or in part on any interest },,,V11+t 1,t Ci,1t.', in tht.• i1-1%'L-rse ordt2r of their stated maturi- tit':: anti by lt,t titiithl:i a stated maturity, at the following I L c:t. ra t i, r. } r i.:t .,, } ,,:, i l,tutu=t accrued tnereon to the date 11:it-'t1 ttII r(II11i,tic,II: OCt01.)C1- 1 , .19 t-C' St_JILCIII!_>Or 30, 19 1 + to 11A 'r 3J, lU 1'.+ to S 11c'Inbcr 30, 19 1, 1 + ar.c. t'.:,-rc'ai tur Redemption Price of Principal Amount [In satisfaction of the Sinking Fund Requirements (as defined in the Ordinance), the Series 1983 Bonds maturing on October 1, are subject to redemption on the following dates and in the following amounts: Date Amount All Bonds are subject to redemption as a whole at any time or in part, on any interest payment date, at the option of the City, at a redemption price equal to the prin- cipal amount thereof without premium, plus accrued interest to the redemption date, if all or any part of the Parking System (as defined in the Ordinance) is damaged, destroyed, or condemned. If less than all of the Bonds are called for redemption, the particular Bonds to be redeemed shall be selected by the City as provided in the Ordinance. If the City fails to select the Bonds to be redeemed, the Trustee shall redeem Bonds bearing the highest rate of interest, and if Bonds of more than one maturity bear the same rate of interest, the Trustee will redeem Bonds in the inverse order of maturities and by lot within a maturity as the Trustee, in its discretion, may determine. Any such redemption, either as a whole or in part, may be made upon at least 30 days' prior notice as provided in the Ordinance. We have also examined one of the Series 1983 Bonds as executed (Series 1983 Bond numbered 1). From such examination we are of the opinion that: 1. Chapter 166, Florida Statutes and the Charter are valid. 2. The proceedings described above have been legally taken. 3. The Series 1983 Bonds have been duly author- ized and issued under the provisions of the Ordinance to provide funds, together with other available funds of the City, for paying at their maturities or redeeming on selected redemption dates Outstanding Bonds (as defined in the Ordinance of the City), for making a deposit to the Reserve Account (as defined in the Ordinance) and for paying the costs of issuing the Series 1983 Bonds. -3- 83--906'