HomeMy WebLinkAboutExhibit EEXHIBIT "E"
FORM OF PRELIMINARY OFFICIAL STATEMENT
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DRAFT EXHIBIT E
PRELIMINARY OFFICIAL STATEMENT DATED 92019
NEW ISSUE — BOOK -ENTRY ONLY Ratings:
Moody's:
Fitch:
(See "RATINGS" herein)
In the opinion of bond counsel, assuming compliance by the City with certain covenants, under existing
statutes, regulations, and judicial decisions, the interest on the Series 2019 Bonds will be excluded from gross income
for federal income tax purposes of the holders thereof and will not be an item of tax preference for purposes of the
federal alternative minimum tax. See " TAXMATTERS" herein for a description of other tax consequences to holders
of the Series 2019 Bonds.
Dated: Date of Delivery
CITY OF MIAMI, FLORIDA
Parldng System Revenue
Refunding Bonds, Tax -Exempt Series 2019
Due: October 1, as shown on the inside cover
The $ * aggregate principal amount of Parking System Revenue Refunding Bonds, Tax -Exempt Series
2019 (the "Series 2019 Bonds") are being issued by City of Miami, Florida (the "City") 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").
Interest on the Series 2019 Bonds will be payable semi-annually on April 1 and October 1, commencing April 1, 2020.
Individual purchases will be made in book -entry form only through participants in authorized denominations in the amounts of
$100,000 and integral multiples of $5,000 in excess of $100,000. Purchasers of the Series 2019 Bonds (the `Beneficial
Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2019 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 for subsequent disbursement to the Beneficial Owners. Principal of and interest on the Series 2019 Bonds will
be payable by TD Bank, National Association, Cherry Hill, New Jersey, as Trustee, Paying Agent, and Bond Registrar.
The Series 2019 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 No. , duly enacted by the
City Commission on , 2019 (said ordinances being collectively referred to as, the `Bond Ordinance").
The Series 2019 Bonds are being issued for the purpose of providing funds, together with other available monies, to (a)
refund on a current basis all or a portion of the City's outstanding $61,110,000 original aggregate principal amount of Parking
System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009, [(b) fund a deposit to the Reserve Account] and (c)
pay costs of issuance related to the Series 2019 Bonds. The Series 2019 Bonds are special and 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 (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 Series 2019 Bonds will be secured on parity with any
Additional Bonds issued under the Bond Ordinance.
The Series 2019 Bonds are subject to optional and extraordinary redemption prior to maturity, as more particularly
described herein.
The Series 2019 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 payment of the principal
* Preliminary, subject to change.
of or interest on the Series 2019 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 Series 2019 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 Series 2019 Bonds are offered when, as, and if issued and received by the Underwriters, subject to the opinion
on certain legal matters relating to their issuance by Bryant Miller Olive P.A., Bond Counsel. Certain legal matters will be
passed upon for the City by Victoria Mendez, Esq., City Attorney and by D. Seaton and Associates, P.A., Disclosure Counsel
to the City. Certain legal matters will bepassed upon for the Underwriters by their counsel, Greenberg Traurig, P.A.
Hilltop Securities Inc. is serving as Financial Advisor to the Department. It is expected that the Series 2019 Bonds in
definitive form will be available for delivery to the Underwriters in New York, New York at the facilities of DTC on or about
, 2019.
JEFFERIES
ESTRADA IHNOJOSA RAYMOND JAMES & ASSOCIATES, INC.
Dated: '2019
$ "CITY OF MIAMI, FLORIDA
PARKING SYSTEM REVENUE
REVENUE REFUNDING BONDS, TAX-EXEMPT SERIES 2019
MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES
AND CUSIP NUMBERS
Maturity
(October 1) Principal Amount Interest Rate Yield Price CUSIP Number`
` Preliminary, subject to change.
.. CUSIP numbers have been assigned by an independent company not affiliated with the City or the Underwriters and are included
solely for the convenience of the holders of the Series 2019 Bonds. Neither the City nor the Underwriter is responsible for the selection
or uses of the CUSIP numbers, and no representation is made as to their correctness on the Series 2019 Bonds or as indicated above.
The CUSIP numbers are subject to being changed after execution and delivery of the Series 2019 Bonds as a result of various subsequent
actions including, but not limited to, a refunding in whole or in part or as a result of the procurement of secondary market portfolio
insurance or other similar enhancement by investors that is applicable to all or a portion of the Series 2019 Bonds.
THE CITY OF MIAMI, FLORIDA
MAYOR
Francis Suarez
CITY COMMISSIONERS
Ken Russell, Chairperson
Wifredo (Willy) Gort, Vice -Chair
Joe Carollo
Manolo Reyes
Keon Hardemon
CITY MANAGER
Emilio T. Gonzalez
CITY ATTORNEY
Victoria Mendez
MIAA/H PARKING AUTHORITY
BOARD OF DIRECTORS
CHAIRPERSON
Thomas B. Jelke, Ph.D
MEMBERS
Marlon A. Hill
Stephen Nostrand
Jami Reyes
Larry Spring
CHIEF EXECUTIVE OFFICER
Arthur Noriega, V
BOND COUNSEL
Bryant Miller Olive P.A.
CHIEF FINANCIAL OFFICER
Scott Simpson, CPA
DISCLOSURE COUNSEL
D. Seaton and Associates, P.A.
FINANCIAL ADVISOR TO THE DEPARTMENT
Hilltop Securities Inc.
No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to give any
information or to make any representations in connection with the Series 2019 Bonds, other than as contained in this Official
Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the
City or the Underwriters. 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 2019 Bonds by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale.
The information set forth herein has been obtained from the City, DTC and other sources that are believed to be
reliable, but is not guaranteed as to accuracy or completeness by and is not to be construed as a representation by the
Underwriters. The Underwriters listed on the cover page hereof have reviewed the information in this Official Statement in
accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and
circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.
The information and expressions of opinion stated herein are subject to change.
All summaries herein of documents and agreements are qualified in their entirety by reference to such documents
and agreements, and all summaries herein of the Series 2019 Bonds are qualified in their entirety by reference to the form
thereof included in the aforesaid documents and agreements.
NO REGISITRATION STATEMENT RELATING TO THE SERIES 2019 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC') OR WITH ANY STATE SECURITIES
COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THE SERIES 2019 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING
AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL
STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
REFERENCES TO WEBSITE ADDRESSES PRESENTED HEREIN ARE FOR INFORMATIONAL
PURPOSES ONLY AND MAY BE IN THE FORM OF A HYPERLINK SOLELY FOR THE READER'S
CONVENIENCE. UNLESS SPECIFIED OTHERWISE, SUCH WEBSITES AND THE INFORMATION OR
LINKS CONTAINED THEREIN ARE NOT INCORPORATED INTO, AND ARE NOT PART OF, THIS
OFFICIAL STATEMENT FOR PURPOSES OF RULE 15C2-12 OF THE UNITED STATES SECURITIES
AND EXCHANGE COMMISSION, AS AMENDED, AND IN EFFECT ON THE DATE HEREOF ("RULE
15C2-12").
FOR PURPOSES OF COMPLIANCE WITH RULE 15C2-12, THIS PRELIMINARY OFFICIAL
STATEMENT CONSTITUTES AN OFFICIAL STATEMENT OF THE CITY THAT HAS BEEN DEEMED
FINAL BY THE CITY AS OF ITS DATE EXCEPT FOR THE OMISSION OF NO MORE THAN THE
INFORMATION PERMITTED BY RULE 15C2-12.
TABLE OF CONTENTS
Page
INTRODUCTION.........................................................................................................................................................1
PLANOF REFUNDING...............................................................................................................................................2
ESTIMATED SOURCES AND USES OF FUNDS.....................................................................................................3
DESCRIPTION OF THE SERIES 2019 BONDS.........................................................................................................4
General...................................................................................................................................................................... 4
OptionalRedemption................................................................................................................................................4
Extraordinary Optional Redemption.........................................................................................................................4
Registration, Transfer and Exchange........................................................................................................................5
Replacement of Series 2019 Bonds Mutilated, Destroyed, Stolen or Lost...............................................................5
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2019 BONDS...............................................6
Sourceof Payment..................................................................................................................................................6
No Pledge of Credit or Taxing Power....................................................................................................................6
Flowof Funds...........................................................................................................................................................7
ReserveAccount.......................................................................................................................................................8
RateCovenant.........................................................................................................................................................10
AdditionalParity Bonds............................................................................................................................................10
Interim Indebtedness and Short -Term Indebtedness...............................................................................................11
AdditionalSubordinated Debt................................................................................................................................12
Covenants...............................................................................................................................................................12
MANAGEMENT DISCUSSION OF BUDGET AND FINANCES...........................................................................13
THEPARKING SYSTEM..........................................................................................................................................18
ParkingSystem Facilities........................................................................................................................................18
AdditionalOperations.............................................................................................................................................19
ParkingConsultant................................................................................................................................................19
SystemRates and Charges....................................................................................................................................19
Summary Statement of Revenues and Expenses....................................................................................................21
InvestmentPolicy...................................................................................................................................................22
Fiscal and Accounting Procedures..........................................................................................................................22
ESTIMATED DEBT SERVICE SCHEDULE............................................................................................................23
THECITY OF MIAMI.............................................................................................................................................24
Background.............................................................................................................................................................24
CityGovernment.....................................................................................................................................................24
THE DEPARTMENT AND THE BOARD................................................................................................................24
General....................................................................................................................................................................24
TheBoard...............................................................................................................................................................24
Personnel.................................................................................................................................................................25
LEGALMATTERS....................................................................................................................................................26
CERTAIN INVESTMENT CONSIDERATIONS......................................................................................................26
FinancialInformation.............................................................................................................................................26
Climate Change and Natural Disasters...................................................................................................................26
InsuranceCoverage.................................................................................................................................................27
Cyber-Security........................................................................................................................................................27
LITIGATION..............................................................................................................................................................27
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS..............................................................27
TAXMATTERS.........................................................................................................................................................28
RATINGS....................................................................................................................................................................30
FINANCIALADVISOR.............................................................................................................................................30
AUDITED FINANCIAL STATEMENTS..................................................................................................................30
CONTINUINGDISCLOSURE...................................................................................................................................30
UNDERWRITING......................................................................................................................................................31
CONTINGENTFEES.................................................................................................................................................31
BOOK -ENTRY ONLY SYSTEM..............................................................................................................................32
ENFORCEABILITY OF REMEDIES........................................................................................................................33
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT....................................................................34
FORWARD-LOOKING STATEMENTS...................................................................................................................34
MISCELLANEOUS....................................................................................................................................................34
AUTHORIZATION OF OFFICIAL STATEMENT...................................................................................................35
APPENDICES
APPENDIX A: AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT FOR FISCAL YEAR
ENDED SEPTEMBER 30, 2018
APPENDIX B: GENERAL . INFORMATION REGARDING THE DEPARTMENT OF OFF-STREET PARKING; THE
CITY OF MIAMI, FLORIDA; AND MIAMI-DADE COUNTY, FLORIDA
APPENDIX C: COMPOSITE 1998 BOND ORDINANCE AND COPY OF THE SERIES 2019 ORDINANCE
APPENDIX D: PROPOSED FORM OF OPINION OF BOND COUNSEL
APPENDIX E: PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT
ii
OFFICIAL STATEMENT
relating to
CITY OF 1VIIAMI, FLORIDA
Parlang System Revenue
Refunding Bonds, Tax -Exempt Series 2019
INTRODUCTION
The purpose of this Official Statement, including the cover page and appendices, is to set forth information
concerning the City of Miami, Florida (the "City") and the $ " aggregate principal amount of City of Miami,
Florida Parking System Revenue Refunding Bonds, Tax -Exempt Series 2019 (the "Series 2019 Bonds"), in connection with
the sale of the Series 2019 Bonds.
The Series 2019 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including
Chapter 166, Part 11, Florida Statutes, the Charter of the City (the "Charter"), and other applicable provisions of law (the
"Act") and pursuant to Ordinance No. 11693, duly enacted by the City Commission (the "City Commission") of the City
on August 14, 1998, as amended by Ordinance No. 11719, duly enacted by the City Commission on October 27, 1998
(collectively, the "1998 Bond Ordinance"), as supplemented by Ordinance No. , duly enacted by the City Commission
on , 2019 (the "Series 2019 Ordinance" and, together with the 1998 Bond Ordinance, the `Bond Ordinance").
The City is situated at the mouth of the Miami River on the western shores of Biscayne Bay. It is the county seat
of Miami -Dade County, Florida. The City comprises 34.3 square miles of land and 19.5 square miles of water. The City's
diversified economic base is comprised of light manufacturing, trade, commerce, wholesale, and retail trade and tourism.
For more information about the City, see "APPENDIX B - GENERAL . INFORMATION REGARDING THE DEPARTMENT
OF OFF-STREET PARKING; THE CITY OF MIAMI, FLORIDA; AND MIAMI-DADE COUNTY, FLORIDA" attached
hereto.
Pursuant to the Charter, the Department of Off -Street Parking of the City of Miami d/b/a the Miami Parking
Authority (the "Department') is an agency and instrumentality of the City, which owns, operates and manages, under the
supervision of the Off -Street Parking Board of the City of Miami (the `Board") certain parking facilities of the Department
which are located within the City (the "Parking System"). For a description of the Parking System, see "THE PARKING
SYSTEM" herein. The Series 2019 Bonds are being issued for the purpose of providing funds, together with other available
monies, to (a) refund on a current basis all or a portion of the City's outstanding $61,110,000 original aggregate principal amount
of Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009 (the "Refunded Bonds), [(b) [fund a
deposit to the Reserve Account,] and (c) pay costs of issuance related to the Series 2019 Bonds. The Series 2019 Bonds, together
with any Additional Bonds issued under the Bond Ordinance, are hereinafter referred to as the "Bonds".
The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not
purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by
reference to each such document, statute, report or instrument. All capitalized terms used in this Official Statement and not
otherwise defined herein have the meanings set forth in the Bond Ordinance, unless the context would clearly indicate
otherwise. A summary of certain provisions of the Bond Ordinance is attached hereto as "APPENDIX C —COMPOSITE
1998 BOND ORDINANCE AND COPY OF THE SERIES 2019 ORDINANCE'.
All documents of the City or the Department referred to herein may be obtained from the Chief Financial Officer,
Department of Off -Street Parking, 40 NW 31 Street, Miami, Florida 33128, Telephone (305) 373-6789.
. Preliminary, subject to change.
PLAN OF REFUNDING
[On the date of original issuance and delivery of the Series 2019 Bonds, pursuant to the terms of an Escrow
Deposit Agreement between the City and TD Bank, National Association (the "Escrow Agent"), with respect to the
defeasance and redemption of the Refunded Bonds (the "Escrow Agreement"), the City will deposit a portion of the
proceeds of the Series 2019 Bonds, together with other legally available funds, with the Escrow Agent for deposit to
the credit of a special and irrevocable trust fund for the Refunded Bonds (the "2009 Escrow Deposit Trust Fund")
established pursuant to the Escrow Agreement. These proceeds and other available moneys will be applied on the
date of issuance and delivery of the Series 2019 Bonds to the purchase of direct obligations of the United States of
America (the "Escrow Securities") and any cash remaining after such purchase will be held uninvested.
The Escrow Securities will mature at such times and in such amounts so that the maturing principal, together
with the investment income, when due and received by the Escrow Agent, and other moneys remaining uninvested in
the 2009 Escrow Deposit Trust Fund, will be sufficient to pay the principal of and interest on the Refunded Bonds, as
required under the Escrow Agreement from the date the Series 2019 Bonds are issued until the Refunded Bonds are
called for redemption.
Upon the deposit of such proceeds and moneys in the 2009 Escrow Deposit Trust Fund, the purchase of the
Escrow Securities and the direction to give certain notices, as required under the Bond Ordinance, in the opinion of
Bond Counsel rendered in reliance upon the verification report of described under
"VERIFICATION OF MATHEMATICAL COMPUTATIONS," the lien of the Bond Ordinance authorizing the
Refunded Bonds, shall cease, determine and become void as to the Refunded Bonds.
The maturing principal of and interest on the Escrow Securities and uninvested amounts held under the
Escrow Agreement will not be available to pay principal and interest on the Series 2019 Bonds.]
[Remainder of page intentionally left blank]
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ESTIMATED SOURCES AND USES OF FUNDS
The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the
Series 2019 Bonds:
SOURCES:
Principal Amount of Series 2019 Bonds
[Plus][Net] Original Issue Premium
Available Monies( )
TOTAL SOURCES
USES:
Deposit to 2009 Escrow Deposit Trust Fund
[Deposit to the Reserve Account]
Costs of Issuance(2)
TOTAL USES
(1) Monies from the Debt Service Find relating to the Refunded Bonds.
(2) Includes underwnteis' discount, financial advisory and legal fees and expenses, rating agencies and miscellaneous costs of issuance.
[Remainder of page intentionally left blank]
DESCRIPTION OF THE SERIES 2019 BONDS
General
The Series 2019 Bonds will be issued as fully registered bonds without coupons in principal denominations
of $100,000 and integral multiples of $5,000 in excess of $100,000 through the book -entry only system. The Series 2019
Bonds shall be numbered consecutively from one (1) upward preceded by the letter "R." Interest on the Series 2019
Bonds will be payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2020.
The Series 2019 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for DTC (as
defined herein). Payment of the principal of and interest on the Series 2019 Bonds will be made directly to DTC or
its nominee, Cede & Co., by as the Trustee, Paying Agent and Bond
Registrar for the Series 2019 Bonds.
Optional Redemption
Series 2019 Bonds. The Series 2019 Bonds maturing on or before October 1, 20 are not subject to optional
redemption. The Series 2019 Bonds maturing after October 1, 20_ are subject to optional redemption and payment
on or after October 1, 20. at any time, at the option of the City, as a whole or in part at a redemption price equal to
100% of the principal amount thereof, together with accrued interest to the redemption date. The City may select
amounts and maturities or portions of maturities of the Series 2019 Bonds for optional redemption at the City's sole
discretion.
Extraordinary Optional Redemption
The Series 2019 Bonds are subject to extraordinary optional redemption as a whole or in part at any time
upon payment of 100% of the principal amount of the Series 2019 Bonds to be redeemed, plus interest accrued to the
redemption date, if the Department exercises its option to redeem the Series 2019 Bonds from insurance or eminent
domain proceeds pursuant to the 1998 Bond Ordinance.
Notice of Redemption. Notice of redemption is to be (a) filed with the Paying Agent and (b) mailed postage prepaid,
at least thirty (30) days before the redemption date to all registered owners of the Series 2019 Bonds or portions of the Series
2019 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in by the Trustee, but
failure to file or mail any such notice shall not affect the validity of the proceedings for such redemption. So long as all Series
2019 Bonds are held under a book -entry system by the Securities Depository, notices of redemption shall be sent only
to the Securities Depository or its nominee. Selection of book -entry interests in the Series 2019 Bonds called, and
notice of the call to the owners of those interests called, is the responsibility of the Securities Depository pursuant to
its rules and procedures, and of its participants and indirect participants. Any failure of the Securities Depository to
advise any participant, or of any participant or any indirect participant to notify the owner of a book -entry interest, of
any such notice and its content or effect shall not affect the validity of any proceedings for the redemption of any
Series 2019 Bonds.
If applicable, in the case of optional redemption only, such notice may be given as a conditional notice of
redemption, in which case such notice shall state the condition and provide that if such condition is not met on or prior
to such redemption date, no such redemption shall occur.
The failure of any bondholder of the Series 2019 Bonds to receive notice given as provided in the Bond
Ordinance, or any defect therein, shall not effect the validity of any proceeding for the redemption of any Series 2019
Bonds. Any notice mailed as provided in the Bond Ordinance shall be conclusively presumed to have been duly given
and shall become effective upon mailing, whether or not any bondholder received such notice.
Such notice shall set forth the date fixed for redemption, the Redemption Price to be paid, the maturities of
the Series 2019 Bonds to be redeemed, the CUSIP number, if any, of the Series 2019 Bonds, the name, address and
telephone number of the person designated by the Trustee to be responsible for such redemption, if applicable, and if
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less than all of the Series 2019 Bonds of any one maturity then Outstanding are to be called for redemption, the
distinctive numbers and letters, if any, of such Bonds to be redeemed, and the portion of the principal amount thereof
to be redeemed. The notice of the redemption shall state also that on or after the redemption date, upon surrender of
such Series 2009 Bond, a new registered Series 2009 Bond in a principal amount equal to the unredeemed portion of
such Series 2009 Bond will be issued.
Registration, Transfer and Exchange
Any Series 2019 Bond, upon surrender thereof at the principal corporate office of the Trustee, together with
an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be
satisfactory to the Trustee, may, at the option of the Bondholder, be exchanged for an aggregate principal amount of
Series 2019 Bond(s) so surrendered of like maturity and interest rate. The City shall make provision for the exchange
of Series 2019 Bonds at the principal office of the Trustee.
The Trustee, as Bond Registrar, shall keep books for the registration and the registration of transfer of the
Series 2019 Bonds as provided in the Bond Ordinance. The transfer of any Series 2019 Bonds may be registered only
upon such books and only upon surrender thereof to the Trustee together with an assignment duly executed by the
Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon such
registration of the transfer the City shall execute and the Trustee shall authenticate and deliver in exchange for such
Series 2019 Bond, a new Series 2019 Bond or Series 2019 Bonds registered in the name of the transferee, and in an
aggregate principal amount equal to the principal amount of such Series 2019 Bond or Series 2019 Bonds so
surrendered.
In all cases which the Series 2019 Bonds shall be exchanged, the City shall execute and the Trustee shall
authenticate and deliver, at the earliest practicable time, Series 2019 Bonds of the same type in accordance with the
provisions in the Bond Ordinance. All Series 2019 Bonds surrendered in any such exchange or registration of transfer
shall forthwith be cancelled by the Trustee. The City or the Trustee may make a charge for every such exchange or
registration of transfer of Series 2019 Bonds sufficient to reimburse it for any tax or other governmental charge
required to be paid with respect to such exchange or registration of transfer, and for shipping and out-of-pocket costs
incurred by the City or the Trustee, but no other charge shall be made to any Bondholder for the privilege of
exchanging or registering the transfer of Series 2019 Bonds under the provisions of the Bond Ordinance.
The person in whose name the Series 2019 Bond is registered shall be deemed and regarded as the absolute
owner thereof for all purposes and payment of or on account of the principal of any such Series 2019 Bond shall be
made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be
valid and effectual to satisfy and discharge the liability upon such Series 2019 Bond to the extent of the sum or sums
so paid.
Replacement of Series 2019 Bonds Mutilated, Destroyed, Stolen or Lost
If any Series 2019 Bond is mutilated, destroyed, stolen or lost, the City shall cause to be executed, and the
Trustee shall deliver a new Series 2019 Bond of like series, date, number and tenor in exchange and substitution for
and upon the cancellation of any mutilated Series 2019 Bond, or in lieu of and in substitution for any destroyed, lost
or stolen Series 2019 Bond and the Bondholder shall pay the reasonable expenses and charges of the City in connection
therewith. Prior to the delivery of a substitute Series 2019 Bond, the Bondholder of any Series 2019 Bond which was
destroyed, lost or stolen shall fine with the Trustee evidence satisfactory to it of the destruction, loss or theft or such
Series 2019 Bond, and the Bondholder's ownership thereof and shall furnish to the City and to the Trustee such
security or indemnity as may be required by them to save each of them harmless from all risks, however remote.
Any such duplicate Series 2019 Bond shall constitute an additional contractual obligation of the City, whether
or not the destroyed, lost or stolen Series 2019 Bond is found at any time or is enforceable by anyone, and shall be
entitled to all the benefits and security hereof equally and proportionately with any and all other Series 2019 Bonds
duly issued under the Bond Ordinance. All bonds shall be held and owned upon the express condition that the
foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen
5
Series 2019 Bonds and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing
or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2019 BONDS
Source of Payment
The Series 2019 Bonds are secured by a pledge of, and are payable from, (a) the Net Revenues of the Parking
System, (b) the right of the City and the Department to receive Net Revenues, and (c) the money and investment Obligations
in the funds and accounts established under the Bond Ordinance (with the exception of the money and Investment
Obligations in the Rebate Fund until such are transferred to the Revenue Fund as provided in the Bond Ordinance) and the
income derived from such Investment Obligations and the investment of such money, on a parity with the pledge thereof in
favor of the Registered Owners of any outstanding Bonds and any Additional Bonds hereafter issued under the Bond
Ordinance. The term "Net Revenues" as used herein and in the Bond Ordinance means the excess of Revenues (as hereafter
defined) over Current Expenses (as hereafter defined). The Bond Ordinance provides that this pledge shall be effective and
operate immediately and that the Trustee shall have the right to collect and receive Net Revenues from the Department in
accordance with the provisions of the Bond Ordinance at all times during the period from and after the date of issuance of
the Series 2019 Bonds until the Series 2019 Bonds have been fully paid and discharged.
The Series 2019 Bonds will be secured on a parity with any Additional Bonds issued under the Bond Ordinance.
"Revenues," under the Bond Ordinance, include (a) except to the extent excluded below, all income earned by the
Department from the operation and use of and for the services furnished or to be famished by the Parking System and all
income earned from the ownership and rental of 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. Revenues shall not include (i) any grants, contributions or donations; (ii)
proceeds from the sale and disposition of all or any portion of the Parking System; (iii) income from the operation of any
Special Purpose Facilities for so long as such Special Purpose Facilities are not part of the Parking System; (iv) to the extent
and for so long as such income is pledged to secure the financing for the same, rental income from the leasing of any land
used in connection with, or income from the operation of, any Special Purpose Facilities; (v) any proceeds of insurance
other than as mentioned above; (vi) investment income from the investment of moneys in the Construction Fund; and (vii)
the proceeds of any borrowing.
"Current Expenses" is defined in the Bond Ordinance to include the current expenses, paid or accrued, of the
Board and the Department for the operation, maintenance and ordinary, current repair of the Parking System as determined
in accordance with generally accepted accounting principles, including, without limiting the generality of the foregoing,
all ordinary and usual expenses of operation, maintenance and repair, administrative expenses, salaries, payments to any
retirement plan or plans properly chargeable to the Parking System, payments to other governmental entities for current expenses
for the operation, maintenance and repair of the Parking System, insurance premiums and expenses and accumulation of
appropriate reserves for self-insurance, engineering expenses relating to the operation, maintenance and repair of the
Parking System, fees and expenses of the Trustee and the Paying Agent, legal expenses, fees of consultants, and any other
expenses required to be paid by the Board and the Department under the Bond Ordinance or by law, but Current Expenses
shall not include any reserves for extraordinary replacements or repairs, any allowance for depreciation, any principal
payment in respect of capital leases or Subordinated Debt, any deposits to any Fund or Account created under the Bond
Ordinance or any payment to any governmental entity for capital costs.
No Pledge of Credit or Taxing Power
The Series 2019 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
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to the payment of the principal of or the interest on the Series 2019 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 of any political subdivision thereof, to enforce
such payment. The Series 2019 Bonds are not, and will not be, secured by any lien, charge or encumbrance, legal or
equitable, upon the property of the City or the State of Florida or any political subdivision thereof, except the sources
specified in the Bond Ordinance. The Department has no taxing power and if it acquires taxing power, such taxing power
is not pledged to the payment of the Series 2019 Bonds or any interest thereon.
Flow of Funds
The Bond Ordinance creates the Miami Parking System Construction Fund (the "Construction Fund"), the Miami
Parking System Bond Fund (the "Bond Fund") and the Miami Parking System Fund (the "Parking System Fund"). The
Series 2019 Ordinance establishes a separate account designated as the "Series 2019 Cost of Issuance Account.". The Bond
Ordinance also creates within the Bond Fund the following six special accounts: the Interest Account, the Principal Account,
the Sinking Fund Account, the Reserve Account, the Redemption Account, and the Insurance and Condemnation Award
Account In addition, the Bond Ordinance creates within the Parking System Fund, the Revenue Account, the Renewal and
Replacement Account, the Rebate Account and the General Reserve Account. The Bond Fund and the Accounts therein
shall be established with and held by the Trustee. The Construction Fund and the Accounts therein and the Parking System
Fund and the Accounts therein shall be established with and held by the Department in a Depositary.
The Trustee or the Department may establish separate accounts or subaccounts for such Funds and Accounts with
respect to the Series 2019 Bonds.
Except as hereinafter described, all Revenues received by the Department will be deposited when received to the
credit of the Revenue Account. The Department shall apply moneys in the Revenue Account to the payment of Current Expenses
and thereafter, to the extent provided in the Bond Ordinance, to the purchase of Bonds. On or before the 20th day of each month, the
Chief Financial Officer shall withdraw from the Revenue Account all amounts on deposit therein in excess of the Operations and
Maintenance Requirement for such month and will apply such moneys in the following manner and order (except that payments
provided for in (a), (b) and (c) shall be on a parity with each other):
(a) with the Trustee to the credit of the Interest Account an amount thereof which, together with any other funds
provided by the Department for such purpose after taking into account any capitalized or accrued interest set aside for such
purpose, is equal to one sixth (1/6) of the interest to become due and payable within the next ensuing six (6) months on
all Bonds then Outstanding and the amount of any Qualified Derivative Payment payable by the City accruing in such
month,
(b) with the Trustee to the credit of the Principal Account an amount thereof which, together with any other
funds provided by the Department for such purpose, is equal to one twelfth (1/12) of the principal to become due and
payable within the next ensuing twelve (12) months on all Serial Bonds then Outstanding;
(c) with the Trustee to the credit of the Sinking Fund Account an amount thereof which, together with any
other funds provided by the Department for such purpose, is equal to one -twelfth (1/12) of the Sinking Fund Requirement
to become due and payable within the next ensuing twelve (12) months on all Term Bonds then Outstanding;
(d) with the Trustee to the credit of the Reserve Account such amount„ including an amount necessary to reimburse
the issuer of a Reserve Product for draws thereunder in order to reinstate such Reserve Product, as may be required to make
the amount then to the credit ofthe Reserve Account equal to the Reserve Requirement; provided, however, that if so provided
in the Series Ordinance relating to Additional Bonds 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 less substantially equal monthly installments beginning in
the month following the month in which such Series of Bonds are authenticated and delivered;
(e) to the credit of the Renewal and Replacement Account such amount as may be required to make the amount
then on deposit to the credit of the Renewal and Replacement Account equal to the Renewal and Replacement Account
Requirement;
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(f) to the credit of the Rebate Account, such amounts as shall be required under the term of the Bond Ordinance;
and
(g) to the credit of the General Reserve Account the balance remaining after making the deposits required by
paragraphs (a) through (f) above.
Except as is otherwise provided in the Bond Ordinance, in determining the amount of money to be deposited to each Fund
and Account there shall be taken into consideration the investment earnings or losses that are to be charged to such Fund or Account
(in accordance with the Bond Ordinance) and the amounts then on deposit therein resulting from the application of Bond proceeds or
the transfers as provided below.
In each month following a month in which the Department has failed to make any deposit or payment required by
paragraphs (a) through (f) above, the Department will depo sit or pay, in addition to the amounts then due, an amount sufficient
to cure the deficiency in deposit or payment in the prior month unless such deficiency is cured by a transfer, pursuant to the Bond
Ordinance, of money or Investment Obligations to such Fund or Account from other Funds and Accounts created under the Bond
Ordinance.
Whenever the amount on deposit in the Revenue Account is insufficient to pay Current Expenses, the Chief Financial
Officer will transfer an amount necessary to pay the same to the Revenue Account, drawing upon funds available in the
General Reserve Account and the Renewal and Replacement Account, in that order.
On or before the 45th day next preceding any date on which Serial Bonds are to mature or Term Bonds are to be
redeemed pursuant to a Sinking Fund Requirement or are to mature, the Chief Financial Officer may satisfy all or a portion
of the obligation to make the required payments into the Principal Account or the Sinking Fund Account by delivering to
the Trustee Serial Bonds maturing or Term Bonds maturing or required to be redeemed on such date. The price paid to
purchase any such Bond shall not exceed the Redemption Price applicable to such Bonds at the next redemption date. Upon
such delivery the Department shall receive a credit against amounts required to be deposited into the Principal Account on
account of such Serial Bonds or into the Sinking Fund Account on account of such Term Bonds in the amount 100% of the
principal amount of any such Serial Bonds or Term Bonds so delivered.
Reserve Account
The Bond Ordinance requires the City to maintain on deposit in the Reserve Account an amount equal to the Reserve
Requirement. The Reserve Requirement means, with respect to the Series 2019 Bonds and any Additional Bonds issued
under the Bond Ordinance, an amount of money, or the aggregate available amount under one or more Reserve Account
Insurance Policies or Reserve Account Letters of Credit (also referred to herein and in the Bond Ordinance as "Reserve
Product'), or a combination thereof, equal to the lesser of (i) the maximum Principal and Interest Requirements
calculated with respect to all Series of Bonds Outstanding under the Bond Ordinance in the current or any subsequent Fiscal Year,
(ii)125% of the average annual Principal and Interest Requirements calculated with respect to all Series of Bonds Outstanding
under the Bond Ordinance, or (iii) 10% of the aggregate stated original principal amount of Bonds Outstanding under the Bond
Ordinance, provided, however, that in determining the aggregate stated original principal amount of Bonds Outstanding for purposes
of this clause (iii), the issue price of Bonds (net of pre -issuance accrued interest) shall be substituted for the original stated
principal amount of those Bonds if such Bonds were sold at either an original issue discount or premium exceeding two percent
(21/6) of the stated redemptionprice at maturity. Under the Bond Ordinance, the City is permitted to meet its Reserve Requirement with
respect to any Series of Bonds issued under the Bond Ordinance by making deposits to the credit of the Reserve Account in sixty
(60) or less substantially equal monthly installments beginning in the month following the month in which a Series of Bonds
is authenticated and delivered under the Bond Ordinance.
If Additional Bonds are issued under the 1998 Bond Ordinance, the Series Ordinance relating to the same shall provide
either for the deposit into the Reserve Account of an amount that will cause the amount then on deposit therein to equal the
Reserve Requirement on all Bonds Outstanding after the issuance of such Bonds or for sixty (60) or less substantially equal
monthly deposits, as described above, in accordance with the provisions in the Bond Ordinance. Notwithstanding the foregoing,
in lieu of the required deposits into the Reserve Account, the City may cause to be deposited a Reserve Product for the benefit of
the Bondholders in an amount equal to the difference between the Reserve Requirement applicable thereto and the sums then on
deposit in the Reserve Account if any. Such Reserve Product shall be payable to the Trustee (upon the giving of notice as required
thereunder) on any Interest Payment Date, maturity date or redemption date on which a deficiency exists which cannot be cured
by funds in any other fund or account held pursuant to the Bond Ordinance and available for such purpose. The provider of such
Reserve Product shall either be (a) an insurer whose municipal bond insurance policies incurring the payment, when due, of the
principal of and interest on municipal bond issues results in such issues being rated in one of the two highest rating categories
(without regard to gradations, such as "plus" or "minus" of such categories) by at least one nationally recognized securities rating
agency or (b) a commercial bank, insurance company or other financial institution the bonds payable or guaranteed by which
have been assigned a rating by at least one nationally recognized securities rating agency in one of the two highest rating categories
(without regard to gradations, such as "plus" or `minus" of such categories). In addition, such Reserve Product shall be for a term
of not less than twelve (12) months and any reimbursement agreement related thereto shall provide that the City's reimbursement
obligation thereunder shall be subordinate to the payment of the principal of and interest on the Bonds.
Notwithstanding the foregoing, if the Reserve Account has been funded with cash or Investment Obligations and no
Event of Default shall have occurred and be continuing under the Bond Ordinance, the City may, at any time in its discretion,
substitute a Reserve Product meeting the requirements of the Bond Ordinance for the cash and hlvestment Obligations, and the
City may then withdraw such cash and Investment Obligations and apply them to any lawful purpose, so long as (i) the same
does not adversely affect any rating by any nationally recognized securities rating agency then in effect for the Outstanding Bonds
and (ii) the City obtains an opinion of Bond Counsel that such actions will not, m and of themselves, adversely affect the exclusion
from gross income of interest on the Bonds (other than Taxable Bonds) for federal income tax purposes.
To the extent the City causes to be deposited into the Reserve Account a Reserve Product for a term of years shorter
than the life of the Series of Bonds so insured or secured or if such Reserve Product is subject to termination prior to the maturity
of the Series of Bonds so insured, then the Reserve Product shall provide, among other things, that the issuer thereof shall provide
the City with notice as of each anniversary of the date of the issuance of the Reserve Product of the intention of the issuer thereof
to either (a) extend the term of the Reserve Product beyond the expiration date thereof, or (b) terminate the Reserve Product on
the initial expiration dates thereof or such other future date as the issuer thereof shall have established. If the issuer of the Reserve
Product notifies the City pursuant to clause (b) of the immediately preceding sentence or if the City terminates the Reserve
Product or it otherwise terminates in accordance with its terms, then the City shall (a) deposit into the Reserve Account on or
prior to the fifteenth day of the first full calendar month following the date on which such notice is received by the City, such
sums as shall be sufficient to pay an amount equal to a fraction, the numerator of which is one (1) and the denominator of which
is equal to the number of months remaining in the term of the Reserve Product of the Reserve Requirement on the date such
notice was received (the maximum amount available, assuming full reimbursement by the City, under the Reserve Product to be
reduced annually by an amount equal to the deposit to Reserve Account during the previous twelve (12) month period) until
amounts on deposit in the Reserve Account as a result of the aforementioned deposits, and no later than upon the expiration of
such Reserve Product shall be equal to the Reserve Requirement, and (b) on a parity basis, shall reimburse the provider of the
terminated Reserve Product all amounts due and owing under the terms and conditions of the reimbursement agreement between
the City and such provider.
If any Reserve Product shall not be renewed prior to the stated expiration date thereof, the City agrees that it shall fund
the Reserve Account over a period not to exceed sixty (60) months from the date of receipt of any notice of non -renewal during
which it shall make consecutive equal monthly payments in order that the amount on deposit in the Reserve Account at the end
of such period shall equal the Reserve Requirement; provided, the City may obtain a new Reserve Product in lieu of malting the
payments set forth in this paragraph
The Trustee shall use amounts in the Reserve Account or drawn on a Reserve Product to make transfers to the Interest
Account the Principal Account and the Sinking Fund Account in that order, to remedy any deficiency in any deposit required
to be made to said Accounts under the Bond Ordinance or to pay the interest on or the principal of (whether at maturity, by
acceleration or in satisfaction of the Sinking Fund Requirement therefor) the Bonds when due, or to pay Qualified Derivative
Payments when due, whenever and to the extent that the money on deposit in any or all of said Accounts, together with transfers
thereto from the General Reserve Account and the Renewal and Replacement Account is insufficient for such purposes. The
Trustee shall also use amounts in the Reserve Account to pay the interest on the Interest Payment Date next preceding the final
maturity of all Bonds Outstanding and the principal of and the interest on such Bonds on the final maturity date of the same.
If at any time the value of the cash and Investment Obligations held in the Reserve Account exceeds the Reserve
Requirement the Trustee shall withdraw an amount equal to such excess therefrom and shall deliver the same to the Department.
Upon receipt thereof the Chief Financial Officer shall deposit (a) in the Renewal and Replacement Account the amount then
required to be paid thereto by the Department pursuant to the Bond Ordinance and (b) all remaining amounts in the General
Reserve Account.
Whenever the amount on deposit in the Reserve Account is less than the Reserve Requirement, the Trustee shall notify
the Chief Executive Officer of the Department and the Chief Financial Officer of the amount of the deficiency and upon such
notification the Chief Financial Officer shall immediately 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.
The Bond Ordinance requires the establishment of a Reserve Account to be funded in an amount equal to the Reserve
Requirement. In connectionwiththe issuance ofthe Series 2019 Bonds the [increase inthe] Reserve Requirement was an amount
equal to $
Rate Covenant
The City and the Department have covenanted in the Bond Ordinance to fix, charge and collect rates, fees, rentals and
charges for the use of the Parking System and to revise such rates, fees , rentals and charges as often as may be necessary or
appropriate to produce Revenues in each Fiscal Year at least equal to the sum of (i) Current Expenses for such period, plus (ii)
150% of the Principal and Interest Requirements for such period, plus (iii) the amounts required to be deposited in the Reserve
Account in such period. In calculating Principal and Interest Requirements for purposes of the Rate Covenant, the City and the
Department may net out therefrom any amount of interest for such period for which a like amount of accrued or capitalized
interest has been set aside and held under the Bond Ordinance.
If, in any Fiscal Year, the Revenues are less than the amount required in the preceding paragraph and if the cash and
value of the Investment Obligations available within the Funds and Accounts created by the Bond Ordinance are not sufficient
to make such deposits to the Interest Account, the Principal Account, the Sinking Fund Account, the Reserve Account, and the
Rebate Account the City and the Department have covenanted to take action to revise the rates, fees, rentals and charges, or alter
their methods of operation or take whatever action is necessary to produce the amount so required in such period.
If the audit report for any Fiscal Year indicates that the requirements of clauses (i), (ii) and (iii) of the second preceding
paragraph above, have not been satisfied, then within fifteen (15) days of the receipt of the audit report for such Fiscal Year, the
Department has agreed to employ a Parking Consultant to review and analyze the financial status and administration and
operations of the Parking System, to inspect the properties constituting the Parking System and to submit to the Board and the
Chief Executive Officer, within sixty (60) days thereafter, a written report on the same, including the action taken by the City and
the Department with respect to the revision of Parking System rates, fees, rentals and charges, which report may contain
recommendations of further revision of the rates, fees, rentals, charges and methods of operation of the Parking System that will
result in producing the amount so required during that Fiscal Year. Promptly upon its receipt of the recommendations, the
Department will transmit copies thereof to the City Commission, the Trustee and each Bondholder of Record who has requested
the same and will take such further action as is then in the best interest of the Registered Owners of the Bonds, the Department
the City and its citizens.
In the event the City and the Department fail to take the actions described in the two preceding paragraphs above, the
Trustee may upon request of the Registered Owners of not less than 25% in principal amount of all Bonds Outstanding shall,
institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the
City and the Department to comply with such requirements.
The City and the Department have further covenanted that no use of the Parking System will be permitted without
compensation.
Additional Parity 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 Additional System Facilities; (ii) pay the Costs of completing any Additional System Facilities; (iii) pay any debt
obligations issued by the City or the Department or repay any advance made from any source to finance temporarily Costs
related to the Parking System as set forth in (i) and (ii) above, including Interim Indebtedness; (iv) increase the amount
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on deposit in the Reserve Account; (v) pay interest accruing on any Additional Bonds as specified in the Series Ordinance
relating to such Bonds; and (vi) pay certain expenses in connection with the issuance of Additional Bonds. Additional
Bonds may also be issued on a parity with the Bonds for the purpose of providing funds for paying at maturity or
redeeming prior to maturity all or part of the Bonds then Outstanding of any one or more Series including the payment
of any redemption premium and any interest that will accrue on such Bonds to the redemption date or maturity date and
any expenses in connection with such refunding.
The Series 2019 Bonds are being issued under the Bond Ordinance as Additional Bonds.
The Trustee may deliver Additional Bonds forthe purpose ofpayingthe Costs ofany Additional System Facilities
only if, among other requirements, (i) the proceeds of the Additional Bonds together with other funds available for
such purpose are not less than the estimated Cost of the Additional System Facilities (as demonstrated in a certificate
delivered on behalf of the City to the Trustee); (ii) the sum of (A) Net Revenues from the most recent Fiscal Year for which
audited financial statements have been filed and (B) the estimated Net Revenues which would have been received if any rate
adjustment which affected the Parking System and became effective prior to the issuance of the Additional Bonds had been
in effect during that same Fiscal Year, is not less than 150% of the Principal and Interest Requirements for that same Fiscal
Year; and (iii) the sum of (A) Net Revenues from the most recent Fiscal Year for which audited financial statements have
been filed, (B) the estimated additional Net Revenues which would have been received if any rate adjustments which affected
the Parking System and became effective prior to the issuance of the Additional Bonds had been in effect during that same
Fiscal Year, and (C) one-fifth of the total estimated Net Revenues attributable to the Additional System Facilities to be financed
from the proceeds of such Additional Bonds for each of the five Fiscal Years immediately succeeding the Fiscal Year in
which the Additional System Facilities are to be placed inuse and operation, is not less than 150% ofthe maximum Principal
and Interest Requirements for any Fiscal Year thereafter, including the Additional Bonds then requested to be delivered.
The City will not deliver Additional Bonds for the purpose of refunding Bonds of any Series unless any moneys
deposited with the Trustee, together with the proceeds (excluding accrued interest) of such Additional Bonds and the
interest to accrue upon any Government Obligations acquired to pay the refunded Bonds, are not less than an amount sufficient
to pay the 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.
The City shall be required to famish all of the certificates or reports required under the Bond Ordinance for the
issuance of Additional Bonds for Additional System Facilities with respect to the issuance of Additional Bonds for the
purpose of refunding Bonds unless the Chief Financial Officer of the Department delivers a certificate to the Trustee to the
effect that (i) the final maturity of the Additional Bonds being issued is not later than the final maturity of the Bonds
being refunded by such Additional Bonds, and (ii) the Principal and Interest Requirement for each Fiscal Year for the
Additional Bonds does not exceed the Principal and Interest Requirement for such Fiscal Year for the Bonds being
refunded.
Interim Indebtedness and Short -Term Indebtedness
Interim Indebtedness may be issued on a parity with the Bonds as to payment from Net Revenues, provided that (i)
the requirements for the issuance of Additional Bonds for Additional System Facilities set forth under the caption
"Additional Parity Bonds" above could be satisfied if such Interim Indebtedness were issued with a maturity of twenty-
five (25) years after the date of issuance, with substantially equal annual payments of principal and interest and with
an interest rate substantially equal to the market interest rate for similar obligations of twenty-five (25) year maturity
at the time the calculation is made and (ii) there is filed with the Trustee, simultaneously with the incurrence
of such Interim Indebtedness, a letter from a banking, investment banking or other appropriate financial institution stating
that under the then current market conditions, such Interim Indebtedness could be placed or sold on the terms and
conditions assumed for the purposes of (i) above.
Short -Term Indebtedness may be issued and payable as to principal and interest as Current Expenses provided
that such Short -Term Indebtedness at any time outstanding does not exceed 20% of the Department's Current Expenses of
the Parking System for the last Fiscal Year for which an audit is available.
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Additional Subordinated Debt
The City may issue Subordinated Debt to finance the acquisition and construction of any facilities, other than
Special Purpose Facilities, which the Board and the Department may operate and maintain pursuant to law, upon the
conditions set forth in the Bond Ordinance. The Department has entered into a Loan Agreement dated July 21, 2005
(the "Loan Agreement") with the City to finance a portion of the Goodwill Parking Garage. The Loan Agreement
provides that the City will loan to the Department from Community Development Block Grant funds $3,000,000 at
0% to be paid semiannually beginning December 1, 2005 in equal installments of $75,000 each ending on June 1,
2025. The Loan Agreement does not grant a pledge or a lien on the Net Revenues of the Parking System. The
outstanding balance under the Loan Agreement is currently $1,800,000. The Department has entered into a Line of
Credit Agreement dated April 8, 2019 (the "Line of Credit Agreement") with Capital Bank to finance capital
improvement projects, including land acquisition, new parking facilities and related projects improvements to existing
parking facilities, and other system related projects, including the acquisition and construction of any facilities which
the Department may operate and maintain pursuant to law. The Line of Credit Agreement provides that the Department
may make advances in an amount not -to -exceed $10,000,000 outstanding at any one time. The Line of Credit
Agreement is a revolving facility with a variable rate of interest to be paid semi-annually on advanced amounts
beginning on October 1, 2019. The Line of Credit Agreement grants a subordinated pledge on the Net Revenues of
the Parking System. As of September 30, 2019, the outstanding amount under the Line of Credit Agreement is
Covenants
Operation of Parking Svstem. The Department covenants to 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, order and directions of any legislative, executive,
administrative or judicial body that are applicable to the Parking System.
Disposition of the Parkinty Svstem. The Department will have the right to sell or dispose of any moveable
property or fixtures acquired by the Department in connection with the Parking System, or any materials used in
connection therewith if the Chief Executive Officer determines that such articles are no longer useful in connection
with the construction or maintenance of the Parking System or the operation of the Parking System and that such sale
or disposition will not impair the operating efficiency of the Parking System or materially reduce the revenue-
producing capability of the Parking System.
The Department, without notice to the Trustee and free of any obligation to make any replacement thereof or
substitution therefore, will have the right to demolish or remove any real property and structures now or hereafter
existing as part of the Parking System provided the Board, by resolution, determines that such removal or demolition
does not impair the operating efficiency of the Parking System or materially reduce the revenue-producing capability
of the Parking System.
Notwithstanding the foregoing, if the Department determines that any real property or structure consisting a
part of the Parking System has become inadequate, unsuitable or unnecessary, the Department may demolish or
remove such property, and to the extent permitted by law, sell or otherwise dispose of all of part of the Parking System
upon meeting certain requirements in accordance with the Bond Ordinance.
The Department will deposit the proceeds resulting from any abandonment, sale or disposition of properties
constitution the Parking System to the Construction Fund or to the General Reserve Account, as the Department may
direct. Any proceeds remaining after such deposits shall be paid to the Trustee for deposit to the Redemption Account.
No Free Parking. The City has covenanted that no free parking will be permitted pursuant to lease or other
contractual arrangement upon real property or at facilities owned or operated by the City.
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Other Facilities not Constitutinty the Parking Svstem. The City covenants that if it acquires, finances or
constructs any facilities or structures for the off-street parking of motor vehicles, which facilities or structures are not
a part of the Parking System, it will engage the Department to manage and operate such facilities and structures.
MANAGEMENT DISCUSSION OF BUDGET AND FINANCES
The Department's Fiscal Year 2018-2019 Budget was adopted on September 13, 2018. The Fiscal Year
2018-2019 Budget is approximately $42,025,180, which is an overall increase of 25.53% ($8,005,522) from the Fiscal
Year 2017-2018 Actual. [Update Reason for variance] [Such variance can be attributable to (i) an expected decrease
in garage revenues by 16.24% due to the closing of Garage 1 and a decline in visitor parking, (ii) an expected increase
in lot revenues by 12.75% due to the opening of new facilities, (iii) an expected increase in on -street revenues by
19.56% due to implementation of 150 additional pay and display machines and new parking meters, and (iv) an
expected increase in operating expenses by 6.39% due to labor and benefit costs, maintenance, utilities, consultants
and revenue sharing agreements.]
The Department anticipates that the actual amounts expended and received for Fiscal Year 2018-2019 ending
September 30, 2019 will be in excess of the amounts budgeted. Any excess net income will be transferred to the City.
[Remainder of page intentionally left blank]
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SCHEDULE OF REVENUES AND EXPENSES THROUGH SEPTEMBER 30,2019--'
14
Variances
Actual
FY 2019 Versus FY 2018
$
FY 2019 Actual
Versus FY 2019 Budget
$
FY 2019
FY 2018
Adopted
Actual Budget
Actual
Operating Revenue
$ $
$
Off -Street Facilities
$ 5,541,265
$ 4,975,018
Parking Lots
9,733,337
8,935,500
On -Street
25,002,269
18,413,148
Management Fees
1,265,809
1,313,759
Other
482,500
382,233
Total Operating Revenue
$42,025,180
$34,019,658
Operating Expenses
Salaries, Wages & Fringe Benefits
$ 9,115,589
$ 7,543,801
Repairs, Maintenance, Cleaning &
Landscape
1,518,140
1,681,272
Security
802,800
826,131
Utilities
561,747
469,803
Insurance
561,759
557,369
Rental - Building/Land
962,828
913,718
Assessment Expenses
454,815
491,058
Revenue Sharing
1,029,572
907,474
Parking Meter Parts & Installation
43,000
17,430
Professional - Audit
140,000
135,912
Professional - Legal Services
117,624
122,982
Professional - Other
452,937
652,191
Professional - Pay and Display Fees
310,195
318,728
Bank Charges
2,188,414
2,455,157
Supplies & Miscellaneous
273,850
279,014
Other Expenses
203,506
205,341
Advertising & Promotion
443,500
401,533
Total Operating Expenses
$19,180,276
$18,125,477
Operating Results Before Depr & Amort
22,844,904
27,982,965
Depreciation & Amortization
(2,921,070)
(2,664,234)
Operating Results
$19,923,834
$13,229,947
Non -Operating Revenues (Expenses):
Interest Income
$10,000
$298,629
Lower of Cost of Market - Investments
-
(114,636)
Gain (Loss) on Disposal Property
43,197
Interest Expenses
(4,562,433)
(3,234,685)
Other Gains/(Losses)
(2,000)
14
Variances
Actual
FY 2019 Versus FY 2018
$
FY 2019 Actual
Versus FY 2019 Budget
$
Transfer to City of Miami
Budgeted Reserves
Total Non -Operating
Net Revenue In Excess of Expenses
Source: The Department
(14,491,401) (7,792,377)
(528,000)
(19,571,834) (10,801,872)
$352,000 $2,428,075
* The numbers presented in this chart are unaudited and are presented for informational purposes only. Such figures
may change upon audit by the Department's Auditor. The Department expects to release final audited numbers no later
than March, 2010.
The Department has prepared the Fiscal Year 2019-2020 Budget and it was adopted by the City on September
12, 2019. Such Fiscal Year 2019-2020 Budget is approximately $49,462,308 and is an increase of 17.70%
($7,437,128) from the Fiscal Year 2018-2019 Budget. For the Fiscal Year 2019-2020 Budget, the Department expects
(i) garage revenues to increase by 3.73% due to additional customer traffic and a rate increase on January 1, 2019, (ii)
on -street revenues are expected to increase by 30.11 % due to a doubling in the number of enforcement officers (31 to
62) in Fiscal Year 2019 and a rate increase on January 1, 2019, (iii) lot revenues are expected to decrease by 3.8% due
to a reduction of managed lots owned by the City and an increase in competing lots, and (iv) operating expenses are
expected to increase by 14.6% due to an increase in payroll expense for additional enforcement officers, an increase
in bank charges for increased transactions and an increase in the processing costs for credit card transactions . As
shown in the chart below, the Department is budgeting for Fiscal Year 2019-2020 revenues in excess of expenditures
in the amount of $2,989,398.
[Remainder of page intentionally left blank]
15
BUDGET
FISCAL YEAR 2019-2020
Operating Revenue
Off -Street Facilities $ 5,748,149
Parking Lots 9,363,148
On -Street Facilities 32,530,258
Management Fees 1,292,753
Other 528,000
Total Operating Revenue
$49,462,308
Operating Expenses
Salaries, Wages & Fringe Benefits
$10,001,844
Repairs, Maintenance, Cleaning & Landscape
1,681,272
Security
1,517,043
Utilities
501,552
Insurance
708,071
Rental - Building/Land
842,895
Assessment Expenses
490,079
Revenue Sharing
767,147
Parking Meter Parts & Installation
34,045
Professional - Audit
163,500
Professional - Legal Services
127,624
Professional - Other
518,000
Professional - Pay and Display Fees
187,646
Bank Charges
3,486,819
Supplies & Miscellaneous
282,300
Other Expenses
229,628
Advertising & Promotion
443,500
Total Operating Expenses
$21,982,965
Operating Results Before Depr & Amort
$27,479,343
Depreciation & Amortization
(3,158,931)
Operating Results
$24,320,412
Non -Operating Revenues (Expenses):
Interest Income
$160,000
Lower of Cost of Market -Investments
-
Gain (Loss) on Disposal Property
-
Interest Expenses
(4,266,014)
Other Gains/(Losses)
-
Excess Revenue Distribution to City of Miami
(17,225,000)
Budgeted Reserves
-
Total Non -Operating Revenue
$(21,331,014)
16
Net Revenue in Excess of Expenses $2,989,398
17
THE PARKING SYSTEM
Parking System Facilities
As of September 30, 2018 the Department managed approximately 46,800 parking spaces, including 14
garages, 69 surface lots, 8 Miami -Dade County parks and marinas, one City marina, and approximately 11,800 on -
street spaces.
The composition of, and recent changes in, the total number of parking spaces contained within the Parking
System are reflected in the following table:
Category
2018
2017
2016
2015
2014
Parking Garages (owned)(')
3,152
3,152
3,554
3,554
3,554
Parking Garages (managed)
12,607
12,607
12,607
12,607
12,607
Parking Lots(2)
6,859
9,706
7,398
7,258
7,706
Parking Meters and PAD(3)
11,833
10,472
10,561
10,623
9,816
Parks and Marinas (4)
12,308
12,308
7,720
Total Spaces
46,759
48,245
41,840
34,042
33,683
Source: Department
(1) The management of the Oak Avenue Garage was terminated in July 2017 (402 spaces).
(2) The management of the Virginia Key parking lots was terminated in September 2018 (2,500 spaces).
(3) During Fiscal Year 2013-2014 numerous on -street meters were removed due to construction [and replaced with pay and display (PAD) meters].
(4) During Fiscal Year 2016, the Authority entered into an agreement with Miami -Dade County to manage their parks and marinas.
include:
[The principal facilities owned and operated by the Department are: [Confirm Update Owned Facilities]
Municipal Garages Nos. 1, 2, 3, 4, and 8 (2,809 spaces)
Municipal Lots Nos. 21, 40, 43 and 47 (184 spaces)]
The principal facilities operated by the Department under management or lease agreements with third parties
• City of Miami, Florida
Knight Center Garage, Home Plate Garage, 3rd Base Garage, 1st Base Garage, Centerlield
Garage, Municipal Lot Nos. 1, 19, 20, 59, 62, 68, 70- 72, East 1 Lot, East 2 Lot, East 3 Lot,
West 1 Lot, West 2 Lot, West 3 Lot and Antonio Maceo Marina (8,386 spaces)
• Miami -Dade County, Florida
Municipal Lot Nos. 6, 18, 22, 23, 26, 34, 36, 38, 44- 46, 48, 89, Crandon Park and Marina,
Haulover Park and Marina, Pelican Harbor Marina, Greynolds Park, Amelia Earhart Park,
Black Point Marina, Homestead Bayfront Park and Marina, and Matheson Hammock Park
and Marina (13,652 spaces)
• State of Florida
Municipal Lot Nos. 11-17, 28-30, 32, 33, 37, 39, 42 and 52-55(1,896 spaces)
• Martin Luther King Economic Development Corporation and R.J. Properties
Municipal Lot No. 7 (60 spaces)
• Public Health Trust
Park Plaza West Garage, Park Plaza East Garage, Highland Park Garage, Jackson Medical
Towers Garage, North Garage, Municipal Lot Nos. 0, 4, 5, 10 and Highland Park Pavilion Lot
(7,115 spaces)
• Gesu Catholic Church
Lot 41 (88 spaces)
• Adrienne Arsht Performing Arts Center/State of Florida
Lot C (208 spaces)
• City of Miami Community Redevelopment Agency
Lot P3 and P4 (79 spaces)
18
Additional Operations
In addition to on -street and off-street parking operations, the Department shares responsibility with the City
of Miami Police Department for the ticketing and towing of illegally parked vehicles. The Department derives
revenues from such towing activities. The Department also shares responsibility with Miami -Dade County for
enforcement of parking regulations. Although the Department participates in these enforcement and regulatory
responsibilities, the Department receives no parking fine revenues. Such parking fine revenues are not treated as
revenues of the Parking System and are not included as Net Revenues pledged to the Bonds. During Fiscal Year 2018,
Department traffic management enforcement efforts generated approximately $3,700,000 in parking fine revenues for
the City and $5,500,000 for Miami -Dade County. Through September 30, 2019 of Fiscal Year 2019, Department
traffic management enforcement efforts generated approximately $ in parking fine revenues for the City
and $ for Miami -Dade County.
A unique non -parking related responsibility of the Department is the management of the historic 1,567 -seat
Gusman Center for the Performing Arts and the Olympia Office Building owned by the City. The Gusman Center and
Olympia Office Building was donated to the City in 1975 by its benefactor, Maurice Gusman, with the stipulation that
the facility be managed by the Department. The City provides deficit funding, as necessary, for operating deficits of
the facility. The operation of the complex is accounted for as a separate enterprise fund of the City. The Olympia
Office Building has been leased to a private developer who converted the offices into low-income affordable
residential housing. Revenues received by the Department in connection with the management of the Gusman Center
and the Olympia Office Building are included in Revenues.
Parking Consultant
[Confirm] The Department engaged RH Engineering Group, Inc. as its Parking Consultant (the "Parking
Consultant'') to provide inspections of certain parking facilities. These structural inspections are done on each facility
approximately every two years. Garages 1, 2, 3, and 9 were inspected in the first quarter of 2019. In each report the
Parking Consultant made recommendations to the Department regarding remedial action which should be taken. Such
recommendations include painting, repair of cracks, repair of concrete, removing and re -applying new waterproof
deck coating, embellishment of existing vehicular and pedestrian barriers, installation of new vehicular barrier cables
and repair or replacement of exit signs. The structures for Garages 3 and 9 were found to be in fair condition and the
structures for Garages 1 and 2 were found to be in good condition. The Department anticipates that the
recommendations will be acted upon within 12 months.
System Rates and Charges
The Department monitors the daily revenue collections of its parking garages with a computerized revenue
collection system. Parking lots and garages are monitored with daily revenue reports. Meter locations are monitored
with a computerized analytical system which allows monitoring of meters by zones such as a small single City block.
The Department reviews the rates and revenues of the Parking System monthly and annually as part of the budget
process. The present policy of the Board is to keep the rates of the Parking System comparable to similar public and
private facilities.
The chief factors which cause rate changes include: (i) a change in the demand for a facility and (ii) a change
in the rates charged by nearby similar parking facilities. Parking meters are removed from unprofitable areas provided
such a removal will not have an adverse effect on an adjacent profitable facility. At present, it is the policy of the
Department to establish rates at a level necessary to ensure a minimum of 1.5 times debt service coverage; the
Department has covenanted in the Bond Ordinance to maintain a 1.5 times debt service coverage.
The City Commission on October 8, 2009 enacted Ordinance No. 13108 (the "2009 Parking Rate
Ordinance"), which significantly increased parking fees and charges for on -street meters and permits/decals and off-
street parking lots. The 2009 Parking Rate Ordinance authorizes the Department, by resolution, to increase parking
rates up to 3% annually, either successively or cumulatively, without further review or action on the part of the City
Commission.
Except as otherwise permitted by the 2009 Parking Rate Ordinance, all rate changes must be submitted to the
Board for adoption. Rate changes adopted by the Board must subsequently be submitted to the City Commission for
19
ratification. The City Commission delegates to the Board the ability to set rates on an "experimental basis" for less
than one year in order to enable the Board and Department to react quickly to changing environmental factors and to
open new facilities during the Fiscal Year without the need to amend the rate ordinance.
During the Fiscal Year ended September 30, 2018, the following rates were in effect for the Authority's off-
street facilities and on -street spaces:
• On -street meter rates consisted of $0.75, $1.00, or $1.25 per hour depending on the specific location
of the meter.
• On -street monthly permit rates ranged from $35.00 to $85.00 per month.
• Off-street surface lot rates ranged from $1.00 per hour up to a maximum of $20.00 per day and
$21.53 to $86.14 per month.
• Garage rates range from $1.00 per hour up to a maximum of $19.00 per day and from $50.00 to
$155.00 per month.
20
Summary Statement of Revenues and Expenses
A summary of historical and budgets financial operations of the Department as prepared by the Department
is presented below, along with a statement of actual and estimated debt service coverage. This table should be reviewed
in conjunction with "APPENDIX A - AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT
FOR FISCAL YEAR ENDED SEPTEMBER 30,2018."
PARKING SYSTEM
STATEMENT OF REVENUE AND EXPENSE
FISCAL YEARS ENDED SEPTEMBER 30
Item/Year 2018 2017 2016 2015 2014
Operating Revenues:
Parking Lot Revenue
$ 8,935,500
$ 8,136,278
$ 8,269,594 $ 8,207,772
$ 8,437,285
On -Street Revenue
18,413,148
17,208,835
19,033,708
16,783,353
14,559,254
Off -Street Revenue
4,975,018
5,028,186
5,408,425
5,301,316
4,565,200
Management and
Debt Service
$4,904,685
$4,905,418
$4,902,353
$4,556,789
Administrative Fees
1,331,130
1,329,670
1,090,789
935,337
901,433
Others
364,864
414,700
409,734
424,088
293,447
Total Operating Revenue
$34,019,660
$32,117,669
$34,212,250
$31,651,866
$28,756,619
Operating Expenses:
Salaries, wages and fringe
$ 7,543,801
$ 7,475,084
$ 7,266,120
$ 6,688,847
$ 6,369,006
benefits
Repair & Maintenance
1,827,835
1,731,395
1,503,318
1,305,458
1,402,472
Security
826,131
977,815
1,023,256
1,049,389
937,534
Utilities
469,803
593,730
662,173
700,679
707,609
Others
7,457,908
6,851,431
6,920,551
6,202,144
6,958,919
Total Operating Expenses
$18,125,478
$17,629,455
$17,375,418
$15,946,517
$16,375,540
Total Operating Income
$ 15.894.182
$ 14.488214
$ 16.836.832
$ 15.705349
$ 12381.079
Non -Operating Income:
Interest Income
$298,627
$201,436
$85,590
$36,756
$11,692
Source: Department
PARKING SYSTEM
DEBT SERVICES COVERAGE
FISCAL YEARS ENDED SEPTEMBER 30
Source: Department
21
2018
2017
2016
2015
2014
Net Revenue Available
for Debt Service
$13,413,939
$14,596,253
$16,872,886
$15,706,802
$12,416,909
Debt Service
$4,904,685
$4,905,418
$4,902,353
$4,556,789
$4,567,348
Debt Coverage Ratio
2.73x
2.98x
3.44x
3.45x
2.72x
Source: Department
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Investment Policy
The Department adopted a detailed written investment policy on February 28, 1990, that applies to all cash
and investments held or controlled by the Department and identified as "general operating funds" of the Department
with the exception of the Department's pension fund assets when held by a third party custodian and/or money
manager.
The Department's investment policy may be modified from time to time by the Board.
The Department's current investment portfolio is invested in Treasury bills, government agency notes and
other obligations of agencies of the United States Government.
Fiscal and Accounting Procedures
The financial statements of the Department were prepared in accordance with Governmental Accounting
Standards Board ("GASB") Codification Section 2100, which establishes standards for defining and reporting on the
financial reporting entity. For financial reporting purposes, the Department includes those operations that are generally
controlled by or dependent on the Department. For a complete description of significant accounting policies of the
Department, see "APPENDIX A — AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2018. - Notes to Financial Statements" attached hereto.
[Remainder of page intentionally left blank]
22
ESTIMATED DEBT SERVICE SCHEDULE
The following table sets forth the aggregate debt service requirements for the principal and estimated interest
requirements and total estimated debt service for the Series 2019 Bonds.
Bond Year Series 2019
Ending Bonds
October 1 Principal
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
TOTAL
Series 2019
Series 2019 Bonds
Bonds Total
Interest Debt Service
23
THE CITY OF MIAMI
Background
Now 123 years old, the City is part of the nation's seventh largest metropolitan area. Incorporated in 1896,
the City is the only municipality conceived and founded by a woman - Julia Tuttle. According to the U.S. Census
Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity of
approximately 481,333 residents, 58.0% of them foreign born. In physical size, the City is not large, encompassing
only 35.87 square miles. In population, the City is the largest of the 34 municipalities that make up Miami -Dade
County and is the county seat. For additional information concerning the City, see "APPENDIX B - GENERAL
INFORMATION REGARDING THE DEPARTMENT OF OFF-STREET PARKING; THE CITY OF MIAMI, FLORIDA;
AND MIAMI-DADE COUNTY, FLORIDA."
City Government
Since 1997, the City has been governed by a form of government known as the "Mayor -Commissioner plan."
The City Commission is the legislative body of the City. There are five Commissioners elected every four years from
designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the
Mayor has veto authority over actions of the City Commission, however, the City Commission can override such veto
with a 4/5 vote. The Mayor appoints the City Manager who functions as chief administrative officer.
The Mayor of the City is presently Francis Suarez whose term expires November 2021.
The current members of the City Commission and expiration of their current terms of office are:
Commission Members
Date Term Expires
Ken Russell, Chairperson
November 2019
Wifredo (Willy) Gort, Vice -Chair
November 2019
Joe Carollo
November 2021
Manolo Reyes
November 2019
Keon Hardemon
November 2021
THE DEPARTMENT AND THE BOARD
General
The Department was created in 1955 by a Special Act of the Florida State Legislature. The Department's
enabling legislation was incorporated into the City's Charter in 1968.
The Department is an agency and instrumentality of the City and is charged with the ownership, operation,
management and control of the parking facilities of the City located within the City and all properties pertaining thereto.
The Department's budget and rates must be approved by the City Commission and its bonds must be issued by the City
pursuant to an ordinance enacted by the City Commission. All expenses of the Department and the Board incurred in
carrying out their duties are paid solely from revenues generated by the Parking System.
The Board
The Department is governed by the five -member City of Miami, Florida Department of Off -Street Parking Board
(the `Board"). Each member of the Board must either reside or have his or her principal place of business in the City
and serves a five-year term. No official or employee of the City may serve as a member of the Board while so employed
by the City. At least ten days prior to the expiration of the term of a Board member, the successor thereto is required to be
appointed by the remaining Board members, subject to confirmation by the City Commission. Any Board member may be
removed by the City Commission for good cause, but if so removed, may apply for Circuit Court review of the action of the
City Commission.
24
The membership of the Board, the expiration of their respective terms of office and their respective principal
occupations are as follows:
Expiration Date of
Members Term of Office Occunation
Thomas Jelke, Chairperson
6/11/2020
T. Jelke Solutions
President and CEO
Marlon A. Hill, Esq.
6/14/2023
Hamilton, Miller & Birthisel,
LLP, Partner
Stephen Nostrand
12/02/2023
ONE Commercial Real Estate,
President and Chief Operating
Officer
Jami Reyes
11/17/2021
Swire Properties, Inc.,
Development
Manager/Community Outreach
Larry Spring
3/14/2023
City of North Miami, City
Manager
The Board has the powers, duties and responsibilities customarily vested in the board of directors of a private
corporation and exercises supervisory control over the operation of the Parking System, and all acts of the Department and
its Chief Executive Officer are subject to Board approval. The Board elects one of its members to serve as Chairman of the
Board, makes appropriate rules and regulations for its own government and procedure and holds regular meetings not less
than once each month and special meetings as it deems necessary. All such meetings are open to the public.
Personnel
The Department presently has approximately 164 employees. Most employees are classified in cashier,
enforcement, meter collection and meter maintenance functions.
The senior staff personnel employed by the Department and a brief biography of each individual are listed below:
Arthur Noriega, V, Chief Executive Officer, has been the Chief Executive Officer of the Department since 1999.
He has extensive experience in the parking industry, construction, operation and urban development. Previously, he was
Vice President of Development at The Carlisle Group, working with local municipalities and community development
corporations across Florida to create urban development projects and was the Director of Planning and Development for the
Department Mr. Noriega is a graduate of the University of South Florida with a degree in economics.
Scott Simpson, CPA, Chief Financial Officer, joined the Department in February, 2006. Mr. Simpson is a licensed
CPA in the State of Florida, as well as a Certified Government Finance Officer. Prior to joining the Department Mr. Simpson
was Finance Director for the City from May, 2001 through February 2006 and was Assistant Finance Director for the City
from October, 1998. Prior to joining the City, Mr. Simpson was the Chief Accountant for the City of Winter Park, Florida
for approximately three years. Mr. Simpson has been previously employed in private industry in the position of Accounting
Manager and Controller. Mr. Simpson graduated from North Carolina State University with a B.A. in Accounting. He is
licensed as a CPA in the State of North Carolina and is a member of the American and Florida Institutes of Certified Public
Accountants and the Government Finance Officers Association of the United States and Canada.
Alejandra Argudin, CAPP, LEED AP, Chief Operations Officer, joined the Department in September 2006 as
Chief Development Officer and was named the Chief Operations Officer in September 2011. Prior to joining the
Department Ms. Argudin spent fourteen years with the City of Miami. She served as Acting Director to the Department of
Public Facilities, where she was responsible for overseeing the management and operation of the James L. Knight
International Center, Orange Bowl Stadium, Manuel Artime Community Center, Coconut Grove Expo Center, Dinner Key
Marina, Miamanna at Bayside, and Marine Stadium Marina. She earned both a Bachelor's of Business Administration and
25
a Master of Business Administration from Florida International University. She is a Leadership Miami graduate and a
member of the Florida Parking Association and the International Parking Institute.
Terrell Reid, Director of Planning & Development joined the Department in 2009 and was appointed the Director
of Planning and Development in April 2017. Ms. Reid is responsible for identifying and analyzing potential revenue for the
agency, assisting commercial/business developers and property owners in expediting parking development, managing all
phases of construction projects and recommending strategic action plans in accordance with Federal, State, and City
Ordinances. Additionally, Ms. Reid overseas the Project Management and Procurement Departments of the Department.
She holds a Bachelor's Degree in Law from Nova Southeastern University and is a graduate of Leadership Miami. Ms. Reid
is also a member of the Florida Parking Association and the International Parking Institute.
For additional information concerning the Department and the Board see "APPENDIX B - GENERAL
INFORMATION REGARDING THE DEPARTMENT OF OFF-STREET PARKING; THE CITY OF MIAMI, FLORIDA;
AND MIAMI-DADE COUNTY, FLORIDA."
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 2019 Bonds are subject to the approval of Bryant
Miller Olive P.A., Bond Counsel whose approving opinion in the form attached hereto as "APPENDIX D -
PROPOSED FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the
Series 2019 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if
necessary to reflect facts and law on the date of delivery.
Certain legal matters will be passed upon for the City by Victoria M6ndez, Esq., City Attorney, and by D.
Seaton and Associates, P.A., Miami, Florida, Disclosure Counsel to the City.
CERTAIN INVESTMENT CONSIDERATIONS
The Department's ability to derive Net Revenues from its operations in amounts sufficient to pay debt service
on the Series 2019 Bonds depends upon many factors, many of which are not subject to the control of the Department
or the City. Described below are certain factors that could affect future operations of the Department and certain
related matters."
The following discussion is not meant to be an exhaustive list of the factors which may impact the payment
of or security for the Series 2019 Bonds and does not necessarily reflect the relative importance of the various factors
associated with the purchase of the Series 2019 Bonds. Investors are advised to consider the following factors along
with all other information described in this Official Statement or incorporated by reference herein when evaluating
the Series 2019 Bonds.
Financial Information
Certain financial information relating to the Department is set forth herein and in the appendices hereto.
There can be no assurance that the financial results achieved by the Department in the future (including, but not limited
to, the amount of Net Revenues collected by the Department) will be similar to historical results, and such future
results and actual variations may be material.
Climate Change and Natural Disasters
The State of Florida is naturally susceptible to the effects of extreme weather events and natural disasters
including floods, droughts, and hurricanes, which could result in negative economic impacts on coastal communities
like the City. Such effects can be exacerbated by a longer-term shift in the climate over several decades (commonly
referred to as climate change), including increasing global temperatures, rainfall intensification and rising sea levels.
The occurrence of such extreme weather events could damage the Department's assets or the local infrastructure that
26
provides essential services to the Department. The economic impacts resulting from such extreme weather events
could include a loss of property values, a decline in Net Revenues, and escalated recovery costs. No assurance can be
given as to whether future extreme weather events will occur that could materially impair the financial condition of
the Department or damage its assets.
Insurance Coverage
The Authority is exposed to various risks of losses related to tort; theft of, damage to and destruction of
assets; errors and omissions; injuries to employees and natural disasters. The Authority has obtained coverage from
commercial insurance companies and has effectively managed risk through various employee education and
prevention programs
There is no assurance that such insurance will be sufficient to cover any particular incident or claim.
Cyber -Security
Computer networks and systems used for data transmission and collection are vital to the efficient operations
of the City, including the Department. City systems provide support to departmental operations and constituent
services by collecting and storing sensitive data, including intellectual property, security information, proprietary
business process information, information applying to suppliers and business partners, and personally identifiable
information of customers, constituents and employees. The secure processing, maintenance and transmission of this
information is critical to departmental operations and the provision of citizen services. Increasingly, governmental
entities are being targeted by cyberattacks seeking to obtain confidential data or disrupt critical services. A rapidly
changing cyber risk landscape may introduce new vulnerabilities that attackers/hackers can exploit in attempts to
effect breaches or service disruptions. Employee error and/or malfeasance may also contribute to data loss or other
system disruptions. Any such breach could compromise networks and the confidentiality, integrity and availability of
systems and the information stored there. The potential disruption, access, modification, disclosure or destruction of
data could result in interruption of the efficiency of City commerce, initiation of legal claims or proceedings, liability
under laws that protect the privacy of personal information, regulatory penalties, disruptions in operations and the
services provided, and the loss of confidence in City operations, ultimately adversely affecting City revenues,
including Department revenues.
LITIGATION
There is no pending or, to the knowledge of the City, any threatened litigation against the City or the
Department of any nature whatsoever which in any way questions or affects the validity of the Series 2019 Bonds, or
any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Bond
Ordinance, or the collection of the Revenues of the Parking System. Neither the creation, organization or existence,
nor the title of the present members of the City Commission or the Department, or other officers of the City or the
Department, is being contested.
The Department experiences claims, litigation, and various legal proceedings which individually are not
expected to have a material adverse effect on the operations or financial condition of the Department, but may, in the
aggregate, have a material impact thereon. In the opinion of the City Attorney, the Department will either successfully
defend such actions or otherwise resolve such matters without any material adverse consequences to the financial
condition of the Department.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Rule 69W-400.003, Rules of Government Securities, promulgated by the Office of Financial Regulation of
the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the
City to disclose each and every default as to the payment of principal and interest with respect to obligations issued
by the City after December 31, 1975. Rule 69W-400.003 further provides, however, that if the City in good faith
believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be
omitted. The City has not defaulted on the payment of principal or interest with respect to obligations issued by the
27
City after December 31, 1975.
TAX MATTERS
General
The Code establishes certain requirements which must be met subsequent to the issuance of the Series 2019
Bonds in order that interest on the Series 2019 Bonds be and remain excluded from gross income for purposes of
federal income taxation. Non-compliance may cause interest on the Series 2019 Bonds to be included in federal gross
income retroactive to the date of issuance of the Series 2019 Bonds, regardless of the date on which such non-
compliance occurs or is ascertained. These requirements include, but are not limited to, provisions which prescribe
yield and other limits within which the proceeds of the Series 2019 Bonds and the other amounts are to be invested
and require that certain investment earnings on the foregoing must be rebated on a periodic basis to the Treasury
Department of the United States. The City has covenanted in the Resolution with respect to the Series 2019 Bonds to
comply with such requirements in order to maintain the exclusion from federal gross income of the interest on the
Series 2019 Bonds.
In the opinion of Bond Counsel, assuming compliance with certain covenants, under existing laws,
regulations, judicial decisions and rulings, interest on the Series 2019 Bonds is excluded from gross income for
purposes of federal income taxation. Interest on the Series 2019 Bonds is not an item of tax preference for purposes
of the federal alternative minimum tax.
Except as described above, Bond Counsel will express no opinion regarding other federal income tax
consequences resulting from the ownership of, receipt or accrual of interest on, or disposition of Series 2019 Bonds.
Prospective purchasers of Series 2019 Bonds should be aware that the ownership of Series 2019 Bonds may result in
collateral federal income tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred
or continued to purchase or carry Series 2019 Bonds; (ii) the reduction of the loss reserve deduction for property and
casualty insurance companies by fifteen percent (15%) of certain items, including interest on Series 2019 Bonds; (iii)
the inclusion of interest on Series 2019 Bonds in earnings of certain foreign corporations doing business in the United
States for purposes of the branch profits tax; (iv) the inclusion of interest on Series 2019 Bonds in passive income
subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the
close of the taxable year; and (v) the inclusion of interest on Series 2019 Bonds in "modified adjusted gross income"
by recipients of certain Social Security and Railroad Retirement benefits for the purposes of determining whether such
benefits are included in gross income for federal income tax purposes.
As to questions of fact material to the opinion of Bond Counsel, Bond Counsel will rely upon representations
and covenants made on behalf of the City, certificates of appropriate officers and certificates of public officials
(including certifications as to the use of proceeds of the Series 2019 Bonds and of the property financed or refinanced
thereby), without undertaking to verify the same by independent investigation.
PURCHASE, OWNERSHIP, SALE OR DISPOSITION OF THE SERIES 2019 BONDS AND THE
RECEIPT OR ACCRUAL OF THE INTEREST THEREON MAY HAVE ADVERSE FEDERAL TAX
CONSEQUENCES FOR CERTAIN INDIVIDUAL AND CORPORATE BONDHOLDERS, INCLUDING, BUT
NOT LIMITED TO, THE CONSEQUENCES DESCRIBED ABOVE. PROSPECTIVE BONDHOLDERS
SHOULD CONSULT WITH THEIR TAX SPECIALISTS FOR INFORMATION IN THAT REGARD.
Information Reporting and Backup Withholding
Interest paid on tax-exempt bonds such as the Series 2019 Bonds is subject to information reporting to the
Internal Revenue Service in a manner similar to interest paid on taxable obligations. This reporting requirement does
not affect the excludability of interest on the Series 2019 Bonds from gross income for federal income tax purposes.
However, in conjunction with that information reporting requirement, the Code subjects certain non -corporate owners
of Series 2019 Bonds, under certain circumstances, to "backup withholding" at the rate specified in the Code with
respect to payments on the Series 2019 Bonds and proceeds from the sale of Series 2019 Bonds. Any amount so
withheld would be refunded or allowed as a credit against the federal income tax of such owner of Series 2019 Bonds.
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This withholding generally applies if the owner of Series 2019 Bonds (i) fails to furnish the payor such owner's social
security number or other taxpayer identification number ("TIN"), (ii) furnished the payor an incorrect TIN, (iii) fails
to properly report interest, dividends, or other "reportable payments" as defined in the Code, or (iv) under certain
circumstances, fails to provide the payor or such owner's securities broker with a certified statement, signed under
penalty of perjury, that the TIN provided is correct and that such owner is not subject to backup withholding.
Prospective purchasers of the Series 2019 Bonds may also wish to consult with their tax advisors with respect to the
need to furnish certain taxpayer information in order to avoid backup withholding.
Other Tax Matters
During recent years, legislative proposals have been introduced in Congress, and in some cases enacted, that
altered certain federal tax consequences resulting from the ownership of obligations that are similar to the Series 2019
Bonds. In some cases, these proposals have contained provisions that altered these consequences on a retroactive
basis. Such alteration of federal tax consequences may have affected the market value of obligations similar to the
Series 2019 Bonds. From time to time, legislative proposals are pending which could have an effect on both the
federal tax consequences resulting from ownership of the Series 2019 Bonds and their market value. No assurance
can be given that legislative proposals will not be enacted that would apply to, or have an adverse effect upon, the
Series 2019 Bonds.
Prospective purchasers of the Series 2019 Bonds should consult their own tax advisors as to the tax
consequences of owning the Series 2019 Bonds in their particular state or local jurisdiction and regarding any pending
or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
[Tax Treatment of Original Issue Discount
Under the Code, the difference between the maturity amount of the Series 2019 Bonds maturing on
(collectively, the "Discount Bonds"), and the initial offering price to the public, excluding bond
houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers, at which
price a substantial amount of the Discount Bonds of the same maturity and, if applicable, interest rate, was sold is
"original issue discount." Original issue discount will accrue over the term of the Discount Bonds at a constant interest
rate compounded periodically. A purchaser who acquires the Discount Bonds in the initial offering at a price equal to
the initial offering price thereof to the public will be treated as receiving an amount of interest excludable from gross
income for federal income tax purposes equal to the original issue discount accruing during the period he or she holds
the Discount Bonds, and will increase his or her adjusted basis in the Discount Bonds by the amount of such accruing
discount for purposes of determining taxable gain or loss on the sale or disposition of the Discount Bonds. The federal
income tax consequences of the purchase, ownership and redemption, sale or other disposition of the Discount Bonds
which are not purchased in the initial offering at the initial offering price may be determined according to rules which
differ from those above. Bondholders of the Discount Bonds should consult their own tax advisors with respect to the
precise determination for federal income tax purposes of interest accrued upon sale, redemption or other disposition
of the Discount Bonds and with respect to the state and local tax consequences of owning and disposing of the Discount
Bonds.]
[Tax Treatment of Bond Premium
The difference between the principal amount of the Series 2019 Bonds maturing on
(collectively, the "Premium Bonds"), and the initial offering price to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters or wholesalers) at which price a substantial
amount of such Premium Bonds of the same maturity and, if applicable, interest rate, was sold constitutes to an initial
purchaser amortizable bond premium which is not deductible from gross income for federal income tax purposes. The
amount of amortizable bond premium for a taxable year is determined actuarially on a constant interest rate basis over
the term of each of the Premium Bonds, which ends on the earlier of the maturity or call date for each of the Premium
Bonds which minimizes the yield on such Premium Bonds to the purchaser. For purposes of determining gain or loss
on the sale or other disposition of a Premium Bond, an initial purchaser who acquires such obligation in the initial
offering is required to decrease such purchaser's adjusted basis in such Premium Bond annually by the amount of
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amortizable bond premium for the taxable year. The amortization of bond premium may be taken into account as a
reduction in the amount of tax-exempt income for purposes of determining various other tax consequences of owning
such Premium Bonds. Bondholders of the Premium Bonds are advised that they should consult with their own tax
advisors with respect to the state and local tax consequences of owning such Premium Bonds.]
RATINGS
Moody's Investor's Service ("Moody's) and Fitch ("Fitch") have assigned their municipal bond ratings of
) and "" ( ), respectively to the Series 2019 Bonds.
Each rating should be evaluated independently of any other rating. Further explanation of the ratings may
be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period
of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their
judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings may have an adverse
effect on the market price of the Series 2019 Bonds.
FINANCIAL ADVISOR
The Department has retained Hilltop Securities Inc., as Financial Advisor in connection with the City's and
the Department's financing plans and with respect to the authorization and issuance of the Series 2019 Bonds. The
Financial Advisor is not obligated to undertake and has not undertaken to independently verify or to assume
responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The
Financial Advisor did not participate in the underwriting of the Series 2019 Bonds.
AUDITED FINANCIAL STATEMENTS
The Basic Financial Statements of the Department for fiscal year ended September 30, 2018 and the report
thereon of RSM US LLP (the "Independent Certified Public Accountant") are attached hereto as "APPENDIX A — AUDITED
BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2018."
Such statements speak only as of September 30, 2018. The Independent Certified Public Accountants has not consented to
the use thereof herein. Such documents are attached hereto as a public record. The Independent Certified Public Accountant
has not been requested to review this Official Statement in connection with the issuance of the Series 2019 Bonds.
CONTINUING DISCLOSURE
The City and the Department will covenant for the benefit of the Series 2019 Bondholders to provide certain
financial information and operating data relating to the Department and the Series 2019 Bonds in each year (the
"Annual Report"), and to provide notices of the occurrence of certain enumerated events. Such covenant will only
apply so long as the Series 2019 Bonds remain outstanding. The Annual Report and any notices of enumerated events
will be filed by the City with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access
("EMMA") system for municipal securities disclosures as described in the proposed form of Continuing Disclosure
Agreement (the "Disclosure Agreement") attached hereto as APPENDIX E to be executed by the City and the
Department at the time of issuance of the Series 2019 Bonds. Failure of the City and the Department to comply with
the provisions of the Disclosure Agreement will not constitute an event of default under the Resolution. It is the
position of the City and the Department that the sole and exclusive remedy of any holder of a Series 2019 Bond for
enforcement of the provisions of the Disclosure Agreement will be an action of mandamus or specific performance to
cause the City to comply with its obligations thereunder. The City's dissemination agent for such undertakings is
Digital Assurance Certification, L.L. C. ("DAC"). These covenants have been made in order to assist the Underwriters
in complying with the continuing disclosure requirements of Rule 15c2-12 (the "Rule") promulgated by the SEC.
With respect to the Series 2019 Bonds, no party other than the City is obligated to provide, nor is expected to provide,
any continuing disclosure information with respect to the Rule.
The City and the Department have undertaken certain continuing disclosure obligations in prior continuing
disclosure certificates in connection with its outstanding debt to provide certain financial and operating information
and notices to EMMA. The City [and the Department] [has][have] had instances in the past in which it failed to fully
comply with its prior continuing disclosure undertakings, as detailed below. [Update]
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For fiscal year 2014, the City failed to timely file its annual report (with no specific notice of late filing
given). When this report was filed, it was not associated with one prior series of bonds which matured prior to the
late filing date.
For fiscal years 2012 through 2014, the City's annual reports failed to conform to all necessary requirements
at the time they were filed. The City made a remedial filing related to this on April 25, 2017. The City's disclosure
template was modified in 2015 to correct this issue in future filings.
For fiscal years 2012 through 2015, the debt service coverage table included in the City's annual report for
the City's Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) and Special Obligation
Bonds, Series 2009 (Street and Sidewalk Improvement Program) (the "Series 2009 Bonds") did not reference the
Series 2009 Bonds or include the debt service on the Series 2009 Bonds in the calculation of maximum annual debt
service. Upon discovery of this, a corrective filing was made on February 10, 2017 that included coverage information
for the fiscal years 2012 through 2015. The City's disclosure template was modified to correct this issue in future
filings.
UNDERWRITING
The Series 2019 Bonds are being purchased by Jefferies LLC, as representative of itself, Estrada Hinojosa &
Company, Inc. and Raymond James & Associates, Inc. (collectively, the "Underwriters") at an aggregate purchase
price of $ (the par amount of the Series 2019 Bonds, less Underwriters' discount of $ [plus] [net]
[original issue premium] of $ ). The Underwriters' obligations are subject to certain conditions precedent
described in the Bond Purchase Agreement entered into between the City and the Underwriters, and they will be
obligated to purchase all of the Series 2019 Bonds if any Series 2019 Bonds are purchased. The Series 2019 Bonds
may be offered and sold to certain dealers (including dealers depositing such Series 2019 Bonds into investment trusts)
at prices lower than such public offering prices, and such public offering prices may be changed, from time to time,
by the Underwriters.
In addition, the Underwriters may have entered into distribution agreements with other broker-dealers (that
have not been designated by the City as Underwriters) for the distribution of the Series 2019 Bonds at the original
issue prices. Such agreements generally provide that the relevant Underwriters will share a portion of its underwriting
compensation or selling concession with such broker-dealers.
The Underwriters and their respective affiliates are full service financial institutions engaged in various
activities, which may include securities trading, commercial and investment banking, financial advisory, investment
management, principal investment, hedging, financing and brokerage activities. The Underwriters and their respective
affiliates have, from time to time, performed, and may in the future perform, various investment banking services for
the City, for which they received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the Underwriters and their affiliates may make or
hold a broad array of investments and actively trade debt and equity securities (or related derivative securities, which
may include credit default swaps) and financial instruments (including bank loans) for their own account and for the
accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such
investment and securities activities may involve securities and instruments of the City. The Underwriters and their
affiliates may also communicate independent investment recommendations, market color or trading ideas and/or
publish or express independent research views in respect of such assets, securities or instruments and may at any time
hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and
instruments.
CONTINGENT FEES
The City has retained Bond Counsel and Disclosure Counsel with respect to the authorization, sale, execution
and delivery of the Series 2019 Bonds. The Department has retained the Financial Advisor with respect to the sale,
execution and delivery of the Series 2019 Bonds. Payment of the fees of such professionals and an underwriting
discount to the Underwriters, including the fees of Underwriters' counsel, are each contingent upon the issuance of
the Series 2019 Bonds.
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BOOK -ENTRY ONLY SYSTEM
THE FOLLOWING INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY
SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT
NEITHER THE CITY NOR THE UNDERWRITERS TAKE ANY RESPONSIBILITY FOR THE ACCURACY OR
COMPLETENESS THEREOF.
The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the
Series 2019 Bonds. The Series 2019 Bonds will be issued as fully -registered securities registered in the name of Cede
& Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC.
One fully -registered certificate will be issued for each maturity of the Series 2019 Bonds, each in the aggregate
principal amount of such maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited purpose trust company organized under the New
York Banking Law, a "banking organization'' within the meaning of the New York Banking Law, a member of the
Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code,
and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934.
DTC holds and provides asset servicing for over 3.6 million issues of U.S. and non -U.S. equity, corporate and
municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct
Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales
and other securities transactions in deposited securities through electronic computerized book -entry transfers and
pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies,
clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation
and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users
of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S.
securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a
custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has
Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities
and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.orR.
Purchases of Series 2019 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2019 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 2009 Bond (`Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial
Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into
the transaction. Transfers of ownership interests in the Series 2019 Bonds are to be accomplished by entries made on
the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not
receive certificates representing their ownership interests in Series 2019 Bonds, except in the event that use of the
book -entry system for the Series 2019 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2019 Bonds deposited by Direct Participants with DTC are
registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an
authorized representative of DTC. The deposit of Series 2019 Bonds with DTC and their registration in the name of
Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the
actual Beneficial Owners of the Series 2019 Bonds; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Series 2019 Bonds are credited, which may or may not be the Beneficial Owners. The Direct
and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
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Beneficial Owners of Series 2019 Bonds may wish to take certain steps to augment the transmission to them
of notices of significant events with respect to the Series 2019 Bonds, such as redemptions and proposed amendments
to the Series 2009 Bond documents. For example, Beneficial Owners of Series 2019 Bonds may wish to ascertain
that the nominee holding the Series 2019 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial
Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and
request that copies of notices be provided directly to them.
Redemption notices shall be sent to DTC. If less than all of the Series 2019 Bonds are being redeemed,
DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series
2019 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual
procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2019 Bonds
are credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2019 Bonds will be made to Cede & Co., or such other nominee
as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts,
upon DTC's receipt of funds and corresponding detail information from the City on the payable date in accordance
with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be
governed by standing instructions and customary practices, as is the case with Series 2019 Bonds held for the accounts
of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not
of DTC, the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial
Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the Series 2019 Bonds
at any time by giving reasonable notice to the City. Under such circumstances, in the event that a successor securities
depository is not obtained, Series 2009 Bond certificates are required to be printed and delivered.
The City may decide to discontinue use of the system of book -entry only transfers through DTC (or a
successor securities depository). In that event, Series 2009 Bond certificates will be printed and delivered to DTC.
Thereafter, Series 2009 Bond certificates may be transferred and exchanged as described in the Resolution. See "-
Registration, Transfer and Exchange" herein.
THE CITY AND THE PAYING AGENT WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO
THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS
ACT AS NOMINEES WITH RESPECT TO THE SERIES 2019 BONDS, FOR THE ACCURACY OF RECORDS
OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2019 BONDS OR THE
PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL OR INTEREST ON THE SERIES 2019 BONDS, TO
DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2019 BONDS FOR
REDEMPTION.
ENFORCEABILITY OF REMEDIES
The remedies available to the owners of the Series 2019 Bonds upon an event of default under the Bond
Ordinance are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under
existing constitutional and statutory law and judicial decisions, including specifically the federal bankruptcy code, the
remedies specified by the Bond Ordinance and the Series 2019 Bonds may not be readily available or may be limited.
The various legal opinions to be delivered concurrently with the delivery of the Series 2019 Bonds, including Bond
Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal
instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the
rights of creditors enacted before or after such delivery.
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ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning the City, the
Department and certain reports and statistical data referred to herein do not purport to be complete, comprehensive
and definitive and each such summary and reference is qualified in its entirety by reference to each such document for
full and complete statements of all matters of fact relating to the Series 2019 Bonds, the security for the payment of
the Series 2019 Bonds and the rights and obligations of the owners thereof and to each such statute, report or
instrument.
The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety
together with all foregoing statements. The information and expressions of opinions herein are subject to change
without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any
circumstances, any implication that there has been no change in the affairs of the City or the Department from the date
hereof.
FORWARD-LOOKING STATEMENTS
This Official Statement contains certain "forward-looking statements" concerning the City's and the
Department's operations, performance and financial condition, including its future economic performance, plans and
objectives. These statements are based upon a number of assumptions and estimates which are subject to significant
uncertainties, many of which are beyond the control of the City or the Department. The words "may," "would,"
"could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to
identify these forward-looking statements. Actual results may differ materially from those expressed or implied by
these forward-looking statements.
MISCELLANEOUS
Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not
so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of
the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or
in writing is to be construed as a contract with the owners of the Series 2019 Bonds.
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AUTHORIZATION OF OFFICIAL STATEMENT
The execution and delivery of this Official Statement has been duly authorized and approved by the City. At
the time of delivery of the Series 2019 Bonds, the City will furnish a certificate to the effect that nothing has come to
their attention which would lead it to believe that the Official Statement (other than information herein related to
DTC, the book -entry only system of registration and the information contained under the caption "TAX MATTERS"
as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2019 Bonds,
contains an untrue statement of a material fact or omits to state a material fact which should be included therein for
the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements
contained therein, in the light of the circumstances under which they were made, not misleading.
THE CITY OF MIAMI, FLORIDA
By:
City Manager
By:
Chairperson
Depattrnerrt of Off -Street Parking Board
By:
Chief Executive Officer
Depattmerrt of Off -Street Parking
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APPENDIX A
AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2018
APPENDIX B
GENERAL INFORMATION REGARDING THE CITY OF MIAMI, FLORIDA, MIAMI-
DADE COUNTY AND THE DEPARTMENT OF OFF-STREET PARKING
APPENDIX C
COMPOSITE 1998 BOND ORDINANCE
AND COPY OF THE SERIES 2019 ORDINANCE
APPENDIX D
PROPOSED FORM OF OPINIONS OF BOND COUNSEL
APPENDIX E
PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT