HomeMy WebLinkAboutExhibit 3Exhibit "B"
Form of Official Statement
OFFICIAL STATEMENT DATED JUNE _, 2008
NEW ISSUE - BOOK ENTRY ONLY
SS&D Draft #2
6/5/2008
Expected
Ratings: Moody's: "Aa2/VMIG-1" (Underlying Short Term)
(See "RATINGS" herein)
In the opinion of Bond Counsel, under existing laws, regulations, and judicial decisions,
interest on the Tax -Exempt Series 2008 Bonds is excluded from gross income for purposes of
federal income taxation and the 2008 Bonds are exempt from all present intangible personal
property tax imposed by Chapter 199, Florida Statutes. In the opinion of Bond Counsel, interest
on the Taxable Series 2008 Bonds is not excluded from gross income for purposes of federal
income taxation. See "TAX MATTERS" herein.
THE CITY OF MIAMI, FLORIDA
Tax -Exempt Variable Rate
Parking System Revenue Refunding Bonds
Series 2008
Initial Cusip No.
Due: October 1,
Dated: Date of Delivery
Taxable Variable Rate
Parking System Revenue Refunding Bonds
Series 2008
Initial Cusip No.
Due: October 1,
Price: 100%
The Parking System Revenue Refunding Bonds are being issued by The City of Miami,
Florida (the "City") in two separate series, $ aggregate principal amount of Tax -
Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Tax -
Exempt Series 2008 Bonds") and $ aggregate principal amount of Taxable
Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Taxable Series 2008
Bonds" and, together with the Tax -Exempt Series 2008 Bonds, the "2008 Bonds"), as fully
registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The
Depository Trust Company, New York, New York ("DTC"). Individual purchases will be made
in book -entry form only through Participants (defined herein) in Authorized Denominations.
Purchasers of the 2008 Bonds (the `Beneficial Owners") will not receive physical delivery of
certificates. Transfers of ownership interests in the 2008 Bonds will be effected through the
DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as
nominee of DTC, principal and interest payments will be made directly to such registered owner
which will in turn remit such payments to the Participants (as defined herein) for subsequent
disbursement to the Beneficial Owners. Principal of and interest on the 2008 Bonds will be
payable by TD Bank, National Association, Jacksonville, Florida, as Trustee, Paying Agent,
Tender Agent and Bond Registrar.
The 2008 Bonds are being issued as Additional Bonds, under the authority of and in full
compliance with, the Constitution and laws of the State of Florida, including particularly Chapter
166, Florida Statues, the Charter of the City and other applicable provisions of law, and
Ordinance No. 11693, enacted by the City Commission of the City (the "City Commission") on
August 14, 1998, as amended and supplemented, and as supplemented in particular by Ordinance
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No. , duly enacted by the City Commission on , 2008 (said ordinances being
collectively referred to as, the "Bond Ordinance").
The 2008 Bonds are being issued for the purpose of providing funds, together with other
available funds, to (a) refund the City's $36,805,000 original aggregate principal amount of Tax -
Exempt Variable Rate Parking System Revenue Bonds, Series 2006 and its $3,850,000 original
aggregate principal amount of Taxable Variable Rate Parking System Revenue Bonds, Series
2006 and (b) pay costs of issuance related to the 2008 Bonds. The 2008 Bonds are limited
obligations of the City secured by a pledge of, and payable solely from, Net Revenues of the
Parking System (as such terms are defined in the Bond Ordinance), the right of the City and the
Department of Off -Street Parking of the City of Miami (the "Department") to receive Net
Revenues, and the money and Investment Obligations in the funds and accounts established
under the Bond Ordinance (excluding the Rebate Fund) and the income derived from such
Investment Obligations. The 2008 Bonds will be secured on a parity with the City's $13,490,000
original aggregate principal amount of Parking System Revenue Refunding Bonds, Series 1998,
currently outstanding in the aggregate principal amount of $7,560,000 and any Additional Bonds
issued under the Bond Ordinance.
Each Series of the 2008 Bonds also will be payable from separate irrevocable direct -pay
Letters of Credit (each a "Bond Credit Facility") issued by
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(the "Bond Credit Facility Issuer"). Each of the Bond Credit Facilities will expire, unless earlier
terminated or unless renewed or extended, on 15, . Either or both of the Bond
Credit Facilities may be replaced by a substitute irrevocable Bond Credit Facility (an "Alternate
Bond Credit Facility") under the terms and conditions set forth in the Bond Ordinance, as
described herein.
Each Series of 2008 Bonds will bear interest initially at the Weekly Rate, as more fully
described herein, determined not -later-than each Thursday and payable on the first Business Day
of each month. The Weekly Rate will be determined by SunTrust Robinson Humphrey, Inc., as
Remarketing Agent, on the basis of prevailing financial market conditions, as described in the
Bond Ordinance. Subject to the satisfaction of certain conditions in the Bond Ordinance, the
City may from time to time change the method of determining the interest rate on each Series of
Series 2008 Bonds to Daily Rate Bonds, Commercial Paper Rate Bonds, Term Rate Bonds or
Fixed Rate Bonds, as more fully described herein under "DESCRIPTION OF THE 2008
BONDS — Changes in Mode" herein. This Official Statement only describes the 2008 Bonds
while they bear interest at the Weekly Rate, for further description of the 2008 Bonds while
bearing interest other than at a Weekly Rate, See "APPENDIX C — SUMMARY OF CERTAIN
PROVISIONS OF THE 1998 BOND ORDINANCE AND A COPY OF THE SERIES
ORDINANCE" hereto.
The 2008 Bonds are special and limited obligations of the City, and shall not be or
constitute general obligations or indebtedness of the Department or the City within the
meaning of the Florida constitution. Neither the full faith and credit nor the taxing power
of the City or the State of Florida or any political subdivision thereof, is pledged to the
MIAMI/42216262
payment of the principal of, interest on or the Purchase Price of the 2008 Bonds and the
owners thereof shall not have any right to compel any exercise of the taxing power of the
City or the State of Florida or any political subdivision thereof to enforce such payment.
The 2008 Bonds are not and will not be secured by any lien upon the property of the City
or the State of Florida or any political subdivision thereof, except the sources specified in
the Bond Ordinance.
This cover page contains certain information for quick reference only. It is not, and is not
intended to be, a summary of the issue. Investors must read the entire Official Statement to
obtain information needed for the making of an informed investment decision.
The 2008 Bonds are offered when, as, and if issued and received by the Underwriter,
subject to the opinion on certain legal matters relating to their issuance by Broad and Cassel,
Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Julie
O. Bru, Esq., City Attorney and by Squire, Sanders & Dempsey L.L.P., Miami, Florida,
Disclosure Counsel to the City. Certain legal matters will be passed upon for the Underwriter
and for the Bond Credit Facility Issuer by Adomo & Yoss LLP, Miami, Florida. First Southwest
Company (Florida) is serving as Financial Advisor to the City. It is expected that the 2008
Bonds in definitive form will be available for delivery to the Underwriter in New York, New
York at the facilities of DTC on or about , 2008.
SUNTRUST ROBINSON HUMPHREY
Dated: June ,, 2008
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MIAM1/4221626.2