HomeMy WebLinkAboutR-02-0741J-02-610
6/27/02
RESOLUTION NO. 02— 741
A RESOLUTION OF THE CITY OF MIAMI, FLORIDA AUTHORIZING THE
ISSUANCE OF NOT TO EXCEED $15,000,000 IN AN AGGREGATE
PRINCIPAL AMOUNT OF SPECIAL OBLIGATION NON -AD VALOREM
REVENUE REFUNDING BONDS, SERIES 2002B, FOR THE PURPOSE OF
REFUNDING ALL OR A PORTION OF THE CITY'S OUTSTANDING
SPECIAL NON -AD VALOREM REVENUE BONDS, SERIES 1994;
PROVIDING FOR THE PAYMENT OF SUCH REFUNDING BONDS FROM
LEGALLY AVAILABLE NON -AD VALOREM REVENUES BUDGETED
AND APPROPRIATED BY THE CITY FOR SUCH PURPOSE; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; DELEGATING TO THE CITY MANAGER THE
DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING
THE BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION
THEREWITH; APPOINTING A PAYING AGENT AND BOND REGISTRAR;
APPOINTING AN ESCROW AGENT; APPROVING THE FORMS AND
AUTHORIZING THE EXECUTION AND DELIVERY OF ESCROW
DEPOSIT AGREEMENT AND A PAYING AGENT AND REGISTRAR
AGREEMENT; APPROVING UNCERTIFICATED, BOOK -ENTRY ONLY
REGISTRATION OF SAID BONDS WITH THE DEPOSITORY TRUST
COMPANY; DELEGATING TO THE CITY MANAGER AUTHORITY TO
NEGOTIATE AND OBTAIN A MUNICIPAL BOND INSURANCE POLICY
TO INSURE SAID BONDS AND/OR A DEBT SERVICE RESERVE FUND
SURETY FOR SAID BONDS AND TO EXECUTE AND DELIVER ANY
RELATED AGREEMENTS IN CONNECTION THEREWITH; PROVIDING
FOR A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL
STATEMENT AND THE SELECTION OF A FINANCIAL PRINTER
THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE
IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH
SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH
RESPECT THERETO; PROVIDING FOR THE APPOINTMENT OF A
VERIFICATION AGENT; AUTHORIZING ALL REQUIRED ACTIONS; AND
PROVIDING AN EFFECTIVE DATE.
Miami, Document #: 95370
ATTACHPA, ENT
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CITY COMMV
ME9TI c
J N 2 7 2002
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02- '7 41
TABLE OF CONTENTS
Page
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
SECTION1.01. Authority........................................................................................................... 1
ARTICLE II
DEFINITIONS
SECTION 2.01. Definitions......................................................................................................... 1
SECTION 2.02. Singular/Plural.................................................................................................. 8
ARTICLE III
FINDINGS
SECTION 3.01. Findings and Determinations............................................................................ 9
ARTICLE IV
THIS INSTRUMENT TO CONSTITUTE CONTRACT
SECTION4.01. Contract............................................................................................................. 9
ARTICLE V
AUTHORIZATION OF THE REFUNDING OF THE REFUNDED BONDS;
DESCRIPTION, FORM AND TERMS OF SERIES 2002B BONDS
SECTION 5.01. Authority for Refunding of Refunded Bonds and Issuance
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of Series 2002B Bonds...............................................................................
10
SECTION 5.02.
Authorization of Series 2002B Bonds; Terms; Redemption
and Form of Series 2002B Bonds...............................................................
10
SECTION 5.03.
Execution of Bonds.........................................................................................
12
SECTION 5.04.
Bonds Mutilated, Destroyed, Stolen or Lost ...................................................
12
SECTION 5.05.
Provisions for Redemption.............................................................................
13
SECTION 5.06.
Effect of Notice of Redemption......................................................................
13
SECTION 5.07.
Redemption of Portion of Registered Bonds ..................................................
14
SECTION 5.08.
Bonds Called for Redemption not Deemed Outstanding ................................
14
SECTION 5.09.
Date for Payment of Bonds.............................................................................
14
SECTION 5.10.
Form of Bonds................................................................................................
14
SECTION 5.11.
Application of Series 2002B Bond Proceeds ..................................................
22
SECTION 5.12.
Temporary Bonds............................................................................................
22
SECTION 5.13.
Authorization and Approval of Bond Purchase Agreement ...........................
23
SECTION 5.14.
Authorization and Approval of Negotiated Sale of Series 2002B Bonds ..........
23
SECTION 5.15.
Approval of Form of Escrow Deposit Agreement;
Appointment of Escrow Agent...................................................................
23
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SECTION 5.16. Approval of Form of Paying Agent and Registrar Agreement;
Appointment of Paying Agent and Bond Registrar .................................... 23
SECTION 5.17. Preliminary Official Statement; Official Statement ......................................... 24
SECTION 5.18. Election to Call Refunded Bonds; Publication of Notice of Refunding ......... 24
SECTION 5.19. Municipal Bond Insurance; Reserve Product ................................................. 24
SECTION 5.20. Qualification for the Depository Trust Company ........................................... 24
SECTION 5.21. Appointment of Verification Agent................................................................ 25
ARTICLE VI
SOURCE OF PAYMENT OF SERIES 2002B BONDS;
SPECIAL OBLIGATIONS OF THE CITY
SECTION 6.01. Series 2002B Bonds Not to be General Obligation or
Indebtedness of the City.............................................................................. 25
SECTION6.02 Pledge.............................................................................................................. 25
SECTION 6.03 Covenant to Budget and Appropriate............................................................. 25
ARTICLE VII
CREATION AND USE OF FUNDS AND ACCOUNTS; DISPOSITION OF REVENUES
SECTION 7.01.
Creation of Funds and Accounts.....................................................................
26
SECTION 7.02.
Disposition of Covenant Revenues.................................................................
26
SECTION 7.03.
Use of Moneys in the Sinking Fund...............................................................
28
SECTION 7.04.
Designation of Reserve Requirement; Application of Moneys
inthe Reserve Fund....................................................................................
29
SECTION 7.05.
Transfer to Paying Agent................................................................................
30
SECTION 7.06.
First Union Escrow Agreement......................................................................
30
ARTICLE VIII
DEPOSITARIES OF FUNDS, SECURITY FOR DEPOSITS
AND INVESTMENT OF MONEYS
SECTION 8.01. Deposits Constitute Trust Funds..................................................................... 30
SECTION 8.02. Investment of Moneys..................................................................................... 30
ARTICLE IX
GENERAL COVENANTS OF THE CITY
SECTION 9.01. Anti -Dilution Test........................................................................................... 31
SECTION 9.02. Notice of Deposit Shortfall............................................................................. 31
SECTION9.03. Annual Audit................................................................................................... 32
ARTICLE X
ISSUANCE OF ADDITIONAL INDEBTEDNESS
SECTION 10.01. Issuance of Additional Indebtedness............................................................... 32
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ARTICLE XI
EVENTS OF DEFAULT; REMEDIES
SECTION 11.01. Events of Default............................................................................................ 32
SECTION 11.02. Enforcement of Remedies............................................................................... 33
SECTION 11.03. Effect of Discontinuing Proceedings.............................................................. 34
SECTION 11.04. Directions to Default Trustee as to Remedial Proceedings ............................ 34
SECTION 11.05. Restrictions on Actions by Individual Bondholders ....................................... 34
SECTION 11.06. Subrogation..................................................................................................... 35
SECTION 11.07. Bond Insurer's Rights Upon Events of Default ................................................ 35
ARTICLE XII
SECONDARY MARKET DISCLOSURE
SECTION 12.01. Continuing Disclosure Undertaking............................................................... 35
ARTICLE XIII
MISCELLANEOUS PROVISIONS
SECTION 13.01.
Modification or Amendment...........................................................................
36
SECTION13.02.
Defeasance......................................................................................................
37
SECTION 13.03.
Tax Covenants................................................................................................
37
SECTION 13.04.
Severability............................................................................................:........
38
SECTION 13.05.
No Third -Party Beneficiaries..........................................................................
39
SECTION 13.06.
Controlling Law; Members of City Not Liable ..............................................
39
SECTION 13.07.
Effect of Covenants.........................................................................................
39
SECTION 13.08.
Further Authorizations....................................................................................
39
SECTION 13.09.
Repeal of Inconsistent Resolution ....................Error! Bookmark not defined.
SECTION 13.10.
Effective Date ..................................................Error! Bookmark not defined.
Exhibit A
— Bond Purchase Agreement
Exhibit B
— Escrow Deposit Agreement
Exhibit C
— Paying Agent and Registrar Agreement
Exhibit D
— Preliminary Official Statement
Exhibit E —
Continuing Disclosure Agreement
Miami; Document #: 953703 02-
741
lti1N
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
SECTION 1.01. Authority. This Resolution is adopted pursuant to Chapter 166,
Florida Statutes; Article VIII, Section 2 of the Constitution of the State of Florida; the City
Charter of the City of Miami, Florida; and other applicable provisions of law (collectively,
the "Act").
ARTICLE II
DEFINITIONS
SECTION 2.01. Definitions. As used herein, unless the context otherwise requires:
"Act" shall have the meaning ascribed in Article I hereof.
"Amortization Installment" means the funds to be deposited in the Sinking Fund in a
given Bond Year for the payment at maturity or redemption of a portion of Term Bonds, as
established by the City at or before the delivery of the Series 2002B Bonds.
"Annual Budget" means the budget or budgets, as amended and supplemented from to
time to time, prepared by the City for each Fiscal Year in accordance with the laws of the State
of Florida.
"Authorized Depository" means any bank, trust company, national banking association,
savings and loan association, savings bank or other banking association selected by the City as a
depository, which is authorized under Florida law to be a depository of municipal funds and
which has complied with all applicable state and federal requirements concerning the receipt of
City funds.
"Bond Amortization Account" means the Bond Amortization Account within the Sinking
Fund established pursuant to Section 7.01 of this Resolution.
"Bond Counsel" means nationally recognized counsel experienced in matters relating to
the validity of, and the exclusion from gross income for federal income tax purposes of interest
on, obligations of states and their political subdivisions.
"Bond Insurance Policy" means the municipal bond new issue insurance policy, if any,
issued by the Bond Insurer that guarantees payment of principal of and interest on the Series
2002B Bonds.
"Bond Insurer" means such bond insurer selected by the City Manager in accordance
with the terms hereof.
"Bond Purchase Agreement" means the Bond Purchase Agreement between the
Underwriters and the City with respect to the sale of the Series 2002B Bonds from the City to the
Underwriters.
Miami; Document # 95373
(2_ 741
"Bond Registrar" means, initially, Wachovia Bank, National Association and, thereafter,
any other agent designated from time to time by the City, by resolution, to maintain the
registration books for the Series 2002B Bonds or to perform other duties with respect to
registering the transfer of the Series 2002B Bonds.
"Bond Service Requirement" means for a given Bond Year the remainder, after
subtracting any accrued interest for that year that has been deposited into the Interest Account for
that purpose, from the sum of:
(1) The amount required to pay the interest coming due on the Series 2002B
Bonds during that Bond Year.
(2) The amount required to pay the principal of Serial Bonds and the principal
of Term Bonds, and
(3) The Amortization Installment for all Term Bonds for that Bond Year.
"Bond Year" means the annual period beginning on the first day of October of each year
and ending on the last day of September of the following year; provided that when such term is
used to described the period during which deposits are to be made pursuant to Article VII hereof
to amortize the principal and interest on the Series 2002B Bonds maturing or becoming subject
to redemption, the principal and interest maturing or becoming subject to redemption on the first
day of the month immediately succeeding any Bond Year shall be deemed to mature or become
subject to redemption on the last day of the preceding Bond Year.
"Bondholder" or "registered owner" means the person in whose name any Series 2002B
Bond is registered on the registration books maintained by the Bond Registrar.
"Business Day" means a day on which banking business is transacted in the city or cities
in which the Paying Agent has its principal corporate trust offices and on which the New York
Stock Exchange is open.
"City" means the City of Miami, Florida.
"City Attorney" means the City Attorney of the City or any designated assistant City
Attorney.
"City Commission" means the city commission of the City.
"City Manager" means the City Manager of the City or any Assistant City Manager or
other designee of the City Manager.
"Clerk" means the City Clerk or any Deputy City Clerk of the City.
"Closing Date" means the date of issuance and delivery of the Series 2002B Bonds to the
Underwriters, being the original purchasers thereof.
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"Code" means the Internal Revenue Code of 1986, as amended, and all temporary,
proposed or permanent implementing regulations promulgated or applicable thereunder.
"Covenant Revenues" means the legally available non -ad valorem revenues budgeted and
appropriated to pay the principal of, redemption premium, if any, and interest on the Series
2002B Bonds pursuant to Section 6.03 hereof.
"Director of Finance" means the Director of Finance of the City or his designee.
"Escrow Agent" means the bank or trust company at any time serving as Escrow Agent
under the Escrow Deposit Agreement, with the initial Escrow Agent being Wachovia Bank,
National Association.
"Escrow Deposit Agreement" means, the Escrow Deposit Agreement between the City
and the Escrow Agent pursuant to which a portion of the proceeds of the Series 2002B Bonds,
together with investment earnings thereon, will be held in irrevocable escrow for the payment of
the principal of, redemption premium, if any, and interest on the Refunded Bonds.
"First Union Escrow Agreement" means that certain Escrow Agreement dated as of
March 17, 1997, by and among First Union National Bank of Florida (now known as Wachovia
Bank, National Association), The Oversight Board, acting through its committee, the Fiscal
Sufficiency Advisory Board, and the City, as the same may be supplemented or amended.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the
succeeding September 30, or such other consecutive 12 -month period as may be hereafter
designated as the fiscal year of the City pursuant to general law.
"Governing Body" means the City Commission.
"Government Obligations" means:
(a) Direct obligations of, or obligations guaranteed by, the United States of
America;
(b) Any bonds or other obligations of any state of the United States of
America or of any agency, instrumentality or local governmental unit of any such state (i)
which are not callable prior to maturity or as to which irrevocable instructions have been
given to the trustee of such bonds or other obligations by the obligor to give due notice of
redemption and to call such bonds for redemption on the date or dates specified in such
instructions, (ii) which are secured as to principal and interest and redemption premium,
if any, by a fund consisting only of cash or bonds or other obligations of the character
described in clause (a) hereof which fund may be applied only to the payment of such
principal of and interest and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the redemption date or dates specified
in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate,
and (iii) as to which the principal of and interest on the bonds and obligations of the
character described in clause (a) hereof which have been deposited in such fund along
with any cash on deposit in such fund are sufficient to pay principal of and interest and
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redemption premium, if any, on the bonds or other obligations described in this clause (b)
on the maturity date or dates thereof or on the redemption date or dates specified in the
irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate;
(c) Evidences of indebtedness issued by the Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation (including participation certificates), Federal
Financing Banks, or any other agency or instrumentality of the United States of America
created by an act of Congress provided that the obligations of such agency or
instrumentality are unconditionally guaranteed by the United States of America or any
other agency or instrumentality of the United States of America or of any corporation
wholly-owned by the United States of America; and
(d) Evidences of ownership of proportionate interests in future interest and
principal payments on obligations described in (a) held by a bank or trust company as
custodian.
"Interest Account" means the Interest Account within the Sinking Fund established
pursuant to Section 7.01 of this Resolution.
"Mayor" means the Mayor of the City or, in his absence or inability to perform, such
member of the City Commission as may be appointed as acting Mayor of the City.
"Maximum Bond Service Requirement" means, as of any particular date of calculation,
the largest Bond Service Requirement for any remaining Bond Year, except that with respect to
any Series 2002B Bonds for which Amortization Installments have been established, the amount
of principal coming due on the final maturity date with respect to such Series 2002B Bonds shall
be reduced by the aggregate principal amount of such Series 2002B Bonds that are to be
redeemed or paid from Amortization Installments to be made in prior Bond Years.
"Moody's" means Moody's Investors Service and its successors.
"Official Statement" means that certain Official Statement with respect to the issuance of
the Series 2002B Bonds, as such Official Statement shall be approved by the City Manager in
accordance with the provisions of this Resolution.
"Outstanding" or "Bonds outstanding" means all Series 2002B Bonds which have been
issued pursuant to this Resolution except:
(a) Series 2002B Bonds cancelled after purchase in the open market or
because of payment at or redemption prior to maturity;
(b) Series 2002B Bonds for the payment or redemption of which pursuant to
Section 13.02 of this Resolution cash funds or Government Obligations or any
combination thereof shall have been theretofore irrevocably set aside in a special account
with the Paying Agent or an Authorized Depositary acting as an escrow agent (whether
upon or prior to the maturity or redemption date of any such Series 2002B Bonds) in an
amount which, together with earnings on such Government Obligations, will be sufficient
to pay the principal of and interest on such Series 2002B Bonds at maturity or upon their
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Miami; Document #: 95373
02- 741
earlier redemption; provided that, if such Series 2002B Bonds are to be redeemed before
the maturity thereof, notice of such redemption shall have been given according to the
requirements of this Resolution or irrevocable instructions directing the timely
publication of such notice and directing the payment of the principal of, redemption
premium, if any and interest on all bonds at such redemption dates shall have been given
to the Paying Agent; and
(c) Series 2002B Bonds which are deemed paid pursuant to Section 5.08
hereof or in lieu of which other Series 2002B Bonds have been issued under Section 5.04
hereof.
"Paying Agent" means, initially, Wachovia Bank, National Association and, thereafter,
any other agent which is an Authorized Depository, designated by the City by resolution to serve
as a Paying Agent for the Series 2002B Bonds that shall have agreed to arrange for the timely
payment of the principal of, redemption premium, if any, and interest on the Series 2002B Bonds
to the registered owners thereof, from funds made available therefor by the City, and any
successors designated pursuant to this Resolution.
"Paying Agent and Registrar Agreement" means the Paying Agent and Registrar
Agreement with respect to the Series 2002B Bonds between the City and Wachovia Bank,
National Association, or any successor thereto in its capacity as Paying Agent and Bond
Registrar.
"Permitted Investments" means, the extent permitted by law:
(1) direct obligations of the United States of America and securities fully and
unconditionally guaranteed as to the timely payment of principal and interest by
the United States of America, provided, that the full faith and credit of the United
States of America must be pledged to any such direct obligation or guarantee
("Direct Obligations");
(2) direct obligations and fully guaranteed certificates of beneficial interest of the
Export -Import Bank of the United State of America; consolidated debt obligations
and letter of credit -backed issues of the Federal Home Loan Banks; participation
certificates and senior debt obligations of the Federal Home Loan Mortgage
Corporation ("FHLMCs"); debentures of the Federal Housing Administration;
mortgage-backed securities (except stripped mortgage securities which are valued
greater than par on the portion of unpaid principal) and senior debt obligations of
the Federal National Mortgage Association ("FNMAs"); participation certificates
of the General Services Administration; guaranteed mortgage-backed securities
and guaranteed participation certificates of the Government National Mortgage
Association ("GNMAs"); guaranteed participation certificates and guaranteed
pool certificates of the Small Business Administration; debt obligations and letter
of credit -backed issues of the Student Loan Marketing Association; local
authority bonds of the U.S. Department of Housing & Urban Development;
guaranteed Title XI financings of the U.S. Maritime Administration; guaranteed
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,i � � ter_ . 9J /$3.
{ F a
transit bonds of the Washington Metropolitan Area Transit Authority; Resolution
Funding Corporation securities;
(3) direct obligations of any state of the United States of America or any subdivision
or agency thereof whose unsecured, uninsured and unguaranteed general
obligation debt is rated, at the time of purchase, "A" or better by Moody's and
"A" or better by S&P, or any obligation fully and unconditionally guaranteed by
any state, subdivision or agency whose unsecured, uninsured and unguaranteed
general obligation debt is rated, at the time of purchase, "A" or better by Moody's
and "A" or better by S&P;
(4) commercial paper (having original maturities of not more than 270 days) rated, at
the time of purchase, "P-1" by Moody's and "A-1" or better by S&P;
(5) federal funds, unsecured certificates of deposit, time deposits or bankers
acceptances (in each case having maturities of not more than 365 days) of any
domestic bank including a branch office of a foreign bank which branch office is
located in the United States, provided legal opinions are received to the effect that
full and timely payment of such deposit or similar obligation is enforceable
against the principal office or any branch of such bank, which, at the time of
purchase, has a short-term "Bank Deposit" rating of "P-1" by Moody's and a
"Short -Term CD" rating of "A-1" or better by S&P;
(6) deposits of any bank or savings and loan association which has combined capital,
surplus and undivided profits of not less than $3 million, provided such deposits
are continuously and fully insured by the Bank Insurance Fund or the Savings
Association Insurance Fund of the Federal Deposit Insurance Corporation
"FDIC");
(7) investments in money-market funds rated "AAAm" or "AAAm-G" by S&P;
(8) repurchase agreements collateralized by Direct Obligations, GNMAs, FNMAs or
PHLMCs which any registered broker/dealer subject to the Securities Investors'
Protection Corporation jurisdiction or any commercial bank insured by the FDIC,
if such broker/dealer or bank has an uninsured, unsecured and unguaranteed
obligation rated "P-1" or "A3" or better by Moody's, and "A-1" or "A-" or better
by S&P, provided;
a. a master repurchase agreement or specific written repurchase agreement
governs the transaction; and
b. the securities are held free and clear of any lien by the trustee or an
independent third party acting solely as agent for the trustee, and such
third party is (i) a Federal Reserve Bank, (ii) a bank which is a member of
the Federal Deposit Insurance Corporation and which has combined
capital, surplus and undivided profits of not less than $50 million or (iii) a
bank approved in writing for such purpose by the bond insurer, and the
Trustee shall have received written confirmation from such third party that
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it holds such securities free and clear of any lien, as agent for the Trustee;
and
C. a performed first security interest under the Uniform Commercial Code, or
book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R.
350.0 et seq. in such securities is created for the benefit of the Trustee; and
d. the repurchase agreement has a term of 180 days or less, and the trustee or
the Agent will value the collateral securities no less frequently than
weekly and will liquidate the collateral securities if any deficiency in the
required collateral percentage is not restored within two business days of
such valuation; and
C. the fair market value of the securities in relation to the amount of the
repurchase obligation, including principal and interest, is equal to at least
103%.
(9) investment agreements, the issuer, form and substance of which, are specifically
approved by the Bond Insurer.
"Pledged Revenues" means the Covenant Revenues and income received from the
investment of moneys deposited in the funds and accounts established hereunder.
"Policy Costs" shall have the meaning ascribed to that term in Section 7.02 of this
Resolution.
"Principal Account" means the Principal Account within the Sinking Fund established
pursuant to Section 7.01 of this Resolution.
"Preliminary Official Statement" means the Preliminary Official Statement relating to the
Series 2002B Bonds, to be dated as of the date of its distribution.
"Rebate Amount" shall have the meaning ascribed to that term in Section 13.03 of this
Resolution.
"Redemption Account" means the Redemption Account within the Sinking Fund
established pursuant to Section 7.01 of this Resolution.
"Refunded Bonds" means, all or a portion of the City's outstanding Special Non -Ad
Valorem Revenue Bonds, Series 1994, originally issued in the aggregate principal amount of
$18,000,000 and dated September 1, 1994, to be refunded with a portion of the proceeds of the
Series 2002B Bonds, with the actual amount of such bonds to be refunded to be determined by
the City Manager in accordance with Section 5.01 of this Resolution.
"Reserve Fund" means the Reserve Fund established pursuant to Section 7.01 of this
Resolution.
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02- '741
"Reserve Product" means bond insurance, a surety bond or a letter of credit or other
credit facility used in lieu of a cash deposit in the Reserve Fund and meeting the terms and
conditions of Section 7.02(4) of this Resolution.
"Reserve Product Provider" means any provider of a Reserve Product designated by the
City Manager in accordance with the terms hereof.
"Reserve Requirement" means as of the date of any calculation, an amount equal to the
least of (i) the Maximum Bond Service Requirement with respect to the Series 2002B Bonds, (ii)
125% of the average Bond Service Requirement with respect to the Series 2002B Bonds, or (iii)
ten percent (10%) of the proceeds of the Series 2002B Bonds (adjusted to reflect original issue
discount or premium, if and to the extent required by the Code).
"S&P" means Standard & Poor's Ratings Group and its successors.
"Serial Bonds" means all Series 2002B Bonds other than Term Bonds.
"Series 2002A Bonds" means the City of Miami, Florida Special Obligation Non -Ad
Valorem Revenue Refunding Bonds, Series 2002A, authorized to be issued by a resolution of the
City Commission adopted on June 27, 2002 in the aggregate principal amount not to exceed
$35,000,000.
"Series 2002B Bonds" means the City of Miami, Florida Special Obligation Non -Ad
Valorem Revenue Refunding Bonds, Series 2002B, authorized to be issued pursuant to this
Resolution in the aggregate principal amount not to exceed $15,000,000.
"Sinking Fund" means the Sinking Fund established pursuant to Section 7.01 of this
Resolution.
"Term Bonds" means Series 2002B Bonds for which Amortization Installments are
established on or before the date of delivery of the Series 2002B Bonds in accordance with the
provisions of this Resolution.
"Underwriters" means collectively, UBS PaineWebber Inc., Salomon Smith Barney, Inc.,
Jackson Securities Inc., Lehman Brothers, Morgan Stanley & Co., Incorporated and JP Morgan
Securities, Inc.
SECTION 2.02. Singular/Plural. Words importing singular number shall include the
plural number in each case and vice versa, and words importing persons shall include firms,
corporations or other entities including governments or governmental bodies. Words of the
masculine gender shall be deemed and construed to include correlative words of the feminine
and neutral genders.
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Miami; Document #: 95370
ARTICLE III
1MMI 1H►C!'F.y
SECTION 3.01. Findings and Determinations. It is hereby ascertained, determined and
declared that:
A. The principal of, redemption premium, if any, and interest on the Series 2002B
Bonds and all required sinking fund, reserve and other payments with respect thereto shall be
payable from the proceeds of the Series 2002B Bonds and from moneys deposited in the funds
and accounts pledged by this Resolution which the City has full authority to irrevocably pledge.
The City shall never be required to levy ad valorem taxes on any real or personal property to pay
the principal of, redemption premium, if any, or interest on the Series 2002B Bonds or to make
any of the required sinking fund, reserve and other payments required herein, and the Series
2002B Bonds shall not constitute a lien on any real or personal property owned by or situated
within the limits of the City.
B. It is in the best interest of the City, its citizens and taxpayers to take advantage of
the existing favorable market conditions and the prevailing low interest rates through the
issuance of the Series 2002B Bonds in order to provide funds to refund the Refunded Bonds.
C. The City is authorized under the Act to issue refunding bonds and to deposit the
proceeds thereof in escrow to provide for the payment when due of the principal of, redemption
premium, if any, and interest on the Refunded Bonds.
D. In accordance with Section 218.385(1), Florida Statutes, as amended, the City
Commission hereby finds, determines and declares, based upon the advice of Stifel, Nicolaus &
Co. Incorporated Hanifen Imhoff Division, financial advisor to the City (the "Financial
Advisor"), that a negotiated sale of the Series 2002B Bonds is in the best interest of the City for
the following reasons:
(i) the complex structure and timing of the issuance of the Series 2002B
Bonds and the refunding of the Refunded Bonds require extensive planning, and it is not
practical for the City and the Financial Advisor to engage in such planning within the
time constraints and uncertainties inherent in a competitive bidding process; and
(ii) it is necessary to be able to sell the Series 2002B Bonds when market
conditions are most favorable in order to attain the most favorable interest rates on the
Series 2002B Bonds; the vagaries of the current and near future municipal bond market
demand that the Underwriters have the maximum time and flexibility to price and market
the Series 2002B Bonds, in order to obtain the most favorable interest rates available.
ARTICLE IV
THIS INSTRUMENT TO CONSTITUTE CONTRACT
SECTION 4.01. Contract. In consideration of the acceptance of the Series 2002B
Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this
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Resolution shall be deemed to be and shall constitute a contract between the City and the
Bondholders. The covenants and agreements herein set forth to be performed by the City shall
be for the equal benefit, protection and security of the Bondholders and all Series 2002B Bonds
shall be of equal rank and without preference, priority or distinction over any other thereof,
except as expressly provided herein.
ARTICLE V
AUTHORIZATION OF THE REFUNDING OF THE REFUNDED BONDS;
DESCRIPTION FORM AND TERMS OF SERIES 2002B BONDS
SECTION 5.01. Authority for Refunding of Refunded Bonds and Issuance of Series
2002B Bonds. The refunding of the Refunded Bonds is hereby authorized. Subject and pursuant
to the provisions hereof, Series 2002B Bonds to be known as "City of Miami, Florida, Special
Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 200213" are hereby authorized to
be issued at one time or as needed in one or more series in an aggregate principal amount of not
exceeding Fifteen Million Dollars ($15,000,000), for the purpose of refunding the Refunded
Bonds, to fund the Reserve Requirement, which may include the purchase of a Reserve Product
for the Series 2002B Bonds and paying the costs of issuance of the Series 2002B Bonds. Prior to
the issuance of the Series 2002B Bonds, the City Manager is hereby authorized and directed to
determine, upon the advice of the City's Financial Advisor, the actual maturity or maturities, as
applicable, of each series of the Refunded Bonds to be refunded, as is in the best interest of the
City. The Series 2002B Bonds shall not be issued unless the issuance thereof and the refunding
of the Refunded Bonds, when aggregated with the issuance of the Series 2002A Bonds and the
refunding of the bonds to be refunded thereby, results in a net present value savings of at least
two percent (2.0%) of the debt service on such Refunded Bonds and the bonds to be refunded by
the Series 2002A Bonds.
SECTION 5.02. Authorization of Series 2002B Bonds; Terms; Redemption and Form
of Series 2002B Bonds. The City Manager is hereby authorized and directed to award the Series
2002B Bonds to the Underwriters at a purchase price of not less than ninety-nine percent (99%)
(inclusive of underwriters' discount, but not inclusive of original issue discount; the original
issue discount may be such as is necessary to market and sell the Series 2002B Bonds) of the
original principal amount of the Series 2002B Bonds and at a true interest cost rate ("TIC") not
to exceed four and one-quarter percent (4.25%) (the "Maximum TIC") per annum. The Series
2002B Bonds shall be dated such date, shall be issued in such principal amount, shall bear
interest from the date thereof, payable on the first day of March and September of each year,
commencing on such date, at the rates, shall mature on the first day of September of each year in
accordance with the maturity schedule, but not later than thirty (30) years from their date of
issuance, shall be issued as Serial Bonds and/or Term Bonds and if such Bonds are issued as
Term Bonds, be subject to payment from Amortization Installments by operation of the Sinking
Fund as set forth in the Bond Purchase Agreement, as such dates, principal amount, rates and
maturity schedule may be approved by the City Manager, with the execution and delivery of the
Bond Purchase Agreement as described in Section 5.13 hereof being conclusive evidence of the
City's approval, provided that the TIC shall not exceed the Maximum TIC.
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The Series 2002B Bonds shall be issued as fully registered, book -entry only bonds in the
denomination of $5,000 each or any integral multiple thereof through the book -entry only system
maintained by The Depository Trust Company, New York, New York ("DTC"), which will act
as securities depository for the Series 2002B Bonds, as further described in Section 5.20 hereof.
The Series 2002B Bonds may have endorsed thereon such legends or text as may be necessary or
appropriate to conform to any applicable rules and regulations of any governmental authority or
any usage or requirement of law with respect thereto.
Each of the Series 2002B Bonds shall be numbered consecutively from 1 upward
preceded by the letter "R" prefixed to the number of the Series 2002B Bonds. The principal of
and redemption premium, if any, on the Series 2002B Bonds shall be payable upon presentation
and surrender at the principal office of the Paying Agent. Interest on the Series 2002B Bonds
shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners
of the Series 2002B Bonds at the addresses as they appear on the registration books maintained
by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of
the month next preceding the interest payment date (the "Record Date"), irrespective of any
transfer or exchange of such Series 2002B Bonds subsequent to such Record Date and prior to
such interest payment date, unless the City shall be in default in payment of interest due on such
interest payment date; provided, however, that (i) if ownership of Series 2002B Bonds is
maintained in a book -entry only system by a securities depository, such payment may be made
by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if such
Series 2002B Bonds are not maintained in a book -entry only system by a securities depository,
upon written request of the holder of $1,000,000 or more in principal amount of Series 2002B
Bonds, such payments may be made by wire transfer to the bank and bank account specified in
writing by such holder (such bank being a bank within the continental United States), if such
holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire
transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment
due such holder. In the event of any default in the payment of interest, such defaulted interest
shall be payable to the persons in whose names such Series 2002B Bonds are registered at the
close of business on a special record date for the payment of such defaulted interest as
established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the
registered owners of the Series 2002B Bonds not less than fifteen (15) days preceding such
special record date. Such notice shall be mailed to the persons in whose names the Series 2002B
Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day)
preceding the date of mailing. The registration of any Series 2002B Bond may be transferred
upon the registration books upon delivery thereof to the principal office of the Bond Registrar
accompanied by a written instrument or instruments of transfer in form and with guaranty of
signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his
attorney-in-fact or legal representative containing written instructions as to the details of the
transfer of such Series 2002B Bond, along with the social security number or federal employer
identification number of such transferee. In all cases of a transfer of a Series 2002B Bond, the
Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the
transfer of ownership in the registration books and shall deliver in the name of the new transferee
or transferees a new fully registered Series 2002B Bond or Bonds of the same maturity and of
authorized denomination or denominations, for the same aggregate principal amount and payable
from the same source of funds. The City and the Bond Registrar may charge the Bondholder for
the registration of every transfer or exchange of a Series 2002B Bond an amount sufficient to
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reimburse them for any tax, fee or any other governmental charge required (other than by the
City) to be paid with respect to the registration of such transfer, and may require that such
amounts be paid before any such new Series 2002B Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may treat the registered owner of any
Series 2002B Bond as the absolute owner of such Series 2002B Bond for the purpose of
receiving payment of the principal thereof and the interest and redemption premium, if any,
thereon. Series 2002B Bonds may be exchanged at the office of the Bond Registrar for a like
aggregate principal amount of Series 2002B Bonds, or other authorized denominations of the
same series and maturity.
SECTION 5.03. Execution of Bonds. The Series 2002B Bonds shall be executed in the
name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or
lithographed on the Series 2002B Bonds and attested to and countersigned by the Clerk. In
addition, the City Attorney or any Assistant City Attorney shall sign the Series 2002B Bonds,
showing approval of the form and correctness thereof. The signatures of the City Manager, the
Clerk and the City Attorney or Assistant City Attorney on the Series 2002B Bonds may be by
facsimile. If any officer whose signature appears on the Series 2002B Bonds ceases to hold
office before the delivery of the Series 2002B Bonds, his signature shall nevertheless be valid
and sufficient for all purposes. In addition, any Series 2002B Bond may bear the signature of, or
may be signed by, such persons as at the actual time of execution of such Series 2002B Bond
shall be the proper officers to sign such Series 2002B Bond, although at the date of such Series
2002B Bond or the date of delivery thereof such persons may not have been such officers.
Only such of the Series 2002B Bonds as shall have been endorsed thereon by a certificate
of authentication substantially in the form hereinafter set forth in Section 5.10 hereof, duly
manually executed by the Bond Registrar, shall be entitled to any right or benefit under this
Resolution. No Series 2002B Bond shall be valid or obligatory for any purpose unless and until
such certificate of authentication shall have been duly manually executed by the Bond Registrar,
and such certificate of the Bond Registrar upon any such Series 2002B Bond shall be conclusive
evidence that such Series 2002B Bond has been duly authenticated and delivered under this
Resolution. The Bond Registrar's certificate of authentication on any Series 2002B Bond shall
be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar,
but it shall not be necessary that the same officer sign the certificate of authentication on all of
the Series 2002B Bonds that may be issued hereunder at any one time. The foregoing
notwithstanding, if, at any time, the City serves as the Bond Registrar under this Resolution, any
Series 2002B Bonds delivered during such time that the City serves as the Bond Registrar shall
be authenticated by the manual signature of the Director of Finance, and the registered owner of
any Series 2002B Bond so authenticated shall be entitled to the benefits of this Resolution.
SECTION 5.04. Bonds Mutilated, Destroyed, Stolen or Lost. If any Series 2002B
Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver
a duplicate replacement Series 2002B Bond, or (ii) pay a Series 2002B Bond that has matured or
is about to mature. A mutilated Series 2002B Bond shall be surrendered to and cancelled by the
Bond Registrar. The Bondholder must furnish the City or its agent proof of ownership of any
destroyed, stolen or lost Series 2002B Bond; post satisfactory indemnity; comply with any
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reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the
City or its agent.
Any such duplicate Series 2002B Bond shall constitute an original contractual obligation
on the part of the City whether or not the destroyed, stolen or lost Series 2002B Bond be at any
time found by anyone, and such duplicate Series 2002B Bond shall be entitled to equal and
proportionate benefits and rights as to lien on, and source of payment of and security for
payment from, the funds pledged to the payment of the Series 2002B Bond so mutilated,
destroyed, or stolen or lost.
SECTION 5.05. Provisions for Redemption. The Series 2002B Bonds may be made
subject to redemption prior to their maturity at such times and in such manner as set forth in the
Bond Purchase Agreement and approved by the City Manager pursuant to the authority
described herein. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a
redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all
registered owners of the Series 2002B Bonds or portions of the Series 2002B Bonds to be
redeemed 4t their addresses as they appear on the registration books to be maintained in
accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a
Series 2002B Bond, or any defect therein, shall not affect the validity of the proceedings for
redemption of any Series 2002B Bond or portion thereof with respect to which no failure or
defect occurred.
Such notice shall set forth the date fixed for redemption, the rate of interest borne by each
Series 2002B Bond being redeemed, the name and address of the Bond Registrar and Paying
Agent, the redemption price to be paid and, if less than all of the Series 2002B Bonds then
Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP
numbers, if any, of such Series 2002B Bonds to be redeemed and, in the case of Series 2002B
Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed.
If any Series 2002B Bond is to be redeemed in part only, the notice of redemption which relates
to such Series 2002B Bond shall also state that on or after the redemption date, upon surrender of
such Series 2002B Bond, a new Series 2002B Bond or Series 2002B Bonds in a principal
amount equal to the unredeemed portion of such Series 2002B Bond will be issued.
Any notice mailed as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the owner of such Series 2002B Bond receives such notice.
The Bond Registrar shall not be required to transfer or exchange any Series 2002B Bond
after the mailing of a notice of redemption nor during the period of fifteen (15) days next
preceding mailing of a notice of redemption.
SECTION 5.06. Effect of Notice of Redemption. Notice having been given in the
manner and under the conditions hereinabove provided, the Series 2002B Bonds or portions of
Series 2002B Bonds so called for redemption shall, on the redemption date designated in such
notice, become and be due and payable at the redemption price provided for redemption of such
Series 2002B Bonds or portions of Series 2002B Bonds on such date. On the date so designated
for redemption, moneys for payment of the redemption price being held in separate accounts by
the Paying Agent in trust for the registered owners of the Series 2002B Bonds or portions thereof
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- 741
to be redeemed, all as provided in this Resolution, interest on the Series 2002B Bonds or portions
of Series 2002B Bonds so called for redemption shall cease to accrue, such Series 2002B Bonds
and portions of Series 2002B Bonds shall cease to be entitled to any lien, benefit or security
under this Resolution and shall be deemed paid hereunder, and the registered owners of such
Series 2002B Bonds or portions of Series 2002B Bonds shall have no right in respect thereof
except to receive payment of the redemption price thereof and, to the extent provided in the
Section 5.07 hereof, to receive Series 2002B Bonds for any unredeemed portions of the Series
2002B Bonds.
SECTION 5.07. Redemption of Portion of Registered Bonds. In case part but not all of
an Outstanding fully registered Series 2002B Bond shall be selected for redemption, the
registered owner thereof shall present and surrender such Series 2002B Bond to the designated
Paying Agent for payment of the principal amount thereof so called for redemption, and the City
shall execute and deliver to or upon the order of such registered owner, without charge therefor,
for the unredeemed balance of the principal amount of the Series 2002B Bonds so surrendered, a
Series 2002B Bond or Series 2002B Bonds fully registered as to principal and interest.
SECTION 5.08. Bonds Called for Redemption not Deemed Outstanding. Series 2002B
Bonds or portions of Series 2002B Bonds that have been duly called for redemption under the
provisions hereof, and with respect to which amounts sufficient to pay the principal of,
redemption premium, if any, and interest to the date fixed for redemption shall be delivered to
and held in separate trust accounts by an escrow agent, any Authorized Depository or any Paying
Agent (other than the City) in trust for the registered owners thereof, as provided in this
Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and
shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive
the payment of the redemption price on or after the designated date of redemption from moneys
deposited with or held by the escrow agent, Authorized Depository or Paying Agent (other than
the City), as the case may be, for such redemption of the Series 2002B Bonds and, to the extent
provided in the preceding subsection, to receive Series 2002B Bonds for any unredeemed portion
of the Series 2002B Bonds.
SECTION 5.09. Date for Payment of Bonds. If the date for payment of the principal of,
redemption premium, if any, or interest on the Series 2002B Bonds shall be a Saturday, Sunday,
legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking
institutions in the city where the corporate trust office of the Paying Agent is located are
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such day shall have the same force and effect
as if made on the nominal date of payment.
SECTION 5.10. Form of Bonds. The text of the Series 2002B Bonds, the form of
assignment for such Series 2002B Bonds and the authentication certificate to be endorsed
thereon shall be substantially in the following form, with such omissions, insertions and
variations as may be necessary or desirable and authorized by this Resolution or as may be
approved and made by the officers of the City executing the same, such execution to be
conclusive evidence of such approval, including, without limitation, such changes as may be
required for the issuance of uncertificated public obligations:
14
Miami; Document #: 95370 02— 7 41
[Form of Series 2002B Bond]
No. R -
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI
SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BOND,
SERIES 2002B
Interest Rate Maturity Date Dated Date CUSIP
% September 1, 52002
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby
promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources pledged therefor, as described herein, on the
Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount
identified above, upon presentation and surrender hereof at the designated office of Wachovia
Bank, National Association, Miami, Florida, as the Paying Agent for the Bonds, or any successor
Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to, and to pay,
to the extent and from the sources herein described, interest on the principal sum from the date
hereof, or from the most recent interest payment date to which interest has been paid, at the
Interest Rate per annum identified above, until payment of the principal sum, or until provision
for the payment thereof has been duly provided for, such interest being payable on the first day
of March and the first day of September of each year, commencing on September 1, 2002.
Interest will be paid by check or draft mailed to the registered owner hereof at his address as it
appears on the registration books of the City maintained by Wachovia Bank, National
Association, as Bond Registrar, at the close of business on the fifteenth (15th) day (whether or
not a business day) of the month next preceding the interest payment date (the "Record Date"),
irrespective of any transfer or exchange of such Bond subsequent to each Record Date and prior
to such interest payment date, unless the City shall be in default in payment of interest due on
such interest payment date. In the event of any such default, such defaulted interest shall be
payable to the person in whose name such Bond is registered at the close of business on a special
record date for the payment of such defaulted interest as established by notice by deposit in the
U.S. mails, postage prepaid, by the Bond Registrar to the registered owners of Bonds not less
than fifteen (15) days preceding such special record date. Such notice shall be mailed to the
persons in whose names the Bonds are registered at the close of business on the fifth (5th) day
(whether or not a business day) preceding the date of mailing.
This Bond is one of an authorized issue of bonds in the aggregate principal amount of
$ of like date, tenor and effect, except as to number, maturity (unless all bonds
mature on the same date) and interest rate, issued to provide funds to refund all or a portion of
the City's outstanding Special Non -Ad Valorem Revenue Bonds, Series 1994, originally issued
in the aggregate principal amount of $18,000,000 (the "Refunded Bonds" ), pursuant to the
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Miami, Document N: 95370
02- 741
authority of and in full compliance with the Constitution and laws of the State of Florida,
including particularly Article VII, Section 12 of the Constitution, the Charter of the City, Chapter
166, Florida Statutes, Resolution No. 02- duly adopted by the City on June 27, 2002 (the
"Resolution"), and other applicable provisions of law. This Bond is subject to all the terms and
conditions of the Resolution, and capitalized terms not otherwise defined herein shall have the
same meanings ascribed to them in the Resolution.
This Bond and the interest hereon is payable solely from and secured by a prior lien upon
and pledge of certain revenues of the City held in the funds and accounts created pursuant to the
Resolution, including, investment earnings thereon, all in the manner and to the extent provided
in the Resolution. All terms used herein in capitalized form and not otherwise defined shall have
the meanings ascribed thereto in the Resolution. Pursuant to the Resolution, the City has
covenanted and agreed, to the extent permitted by and in accordance with applicable law and
budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal
Year, by amendment, if necessary and to deposit to the credit of the Sinking Fund established
pursuant to the Resolution, Covenant Revenues of the City in an amount which together with
other legally available revenues budgeted and appropriated for such purposes is equal to the
Bond Service Requirement with respect to all Series 2002B Bonds outstanding under the
Resolution for the applicable Fiscal Year, plus an amount sufficient to satisfy all other payment
obligations of the City under the Resolution for the applicable Fiscal Year. "Covenant
Revenues" is defined in the Resolution to mean the legally available non -ad valorem revenues
budgeted and appropriated to pay the principal of, redemption premium, if any, and interest on
the Series 2002B Bonds pursuant to Section 6.03 of the Resolution. Such covenant and
agreement on the part of the City to budget and appropriate sufficient amounts of Covenant
Revenues shall be cumulative, and shall continue until such Covenant Revenues in amounts,
together with any other legally available revenues budgeted and appropriated for such purpose,
sufficient to make all required payments under the Resolution as and when due, including any
delinquent payments, shall have been budgeted, appropriated and actually paid into the
appropriate funds and accounts under the Resolution; provided, however, that such covenant
shall not constitute a lien, either legal or equitable, on any of the City's Covenant Revenue or
other revenues, nor shall it preclude the City from pledging in the future any of its Covenant
Revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim
on the Covenant Revenues. Anything herein or in the Resolution to the contrary notwithstanding,
all obligations of the City under the Resolution shall be secured only by the Covenant Revenues
and other legally available revenues actually budgeted and appropriated and deposited into the
funds and accounts created under the Resolution, as provided for therein, including investment
income in certain funds and accounts, therein. Covenant Revenues and income received from
the investment of moneys deposited in the funds and accounts established under the Resolution,
are "Pledged Revenues" under the Resolution. The City may not expend moneys not
appropriated or in excess of its current budgeted revenues. The obligation of the City to budget,
appropriate and make payments hereunder from its Covenant Revenues is subject to the
availability of Covenant Revenues of the City after satisfying funding requirements for
obligations having an express lien on or pledge of such revenues and after satisfying funding
requirements for essential government services of the City.
Reference is hereby made to the Resolution for the provisions, among others, relating to
the term, lien and security of the Series 2002B Bonds, the custody and application of the
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2 71
proceeds of the Series 2002B Bonds, continuing disclosure obligations of the City, the rights and
remedies of the Bondholder, the extent of and limitations on the City's rights, duties and
obligations and the provisions permitting the issuance of additional parity indebtedness, to all of
which provisions the Bondholder hereof for himself and his successors in interest assents by
acceptance of this Bond.
The City has previously issued and currently has outstanding other indebtedness payable
from and secured by, in whole or in part, its legally available non -ad valorem revenues.
This Bond shall not be deemed to constitute a debt or a pledge of the faith and credit of
the City, the State of Florida or any political subdivision thereof within the meaning of any
constitutional, legislative or charter provision or limitation. Nothing herein or in the Resolution
shall be deemed to create a pledge of or lien on the Covenant Revenues, the ad valorem tax
revenues, or any other revenues of the City, or permit or constitute a mortgage or lien upon any
assets owned by the City. It is expressly agreed by the holder of this Bond that such Bondholder
shall never have the right, directly or indirectly, to require or compel the exercise of the ad
valorem taxing power of the City or any other political subdivision of the State of Florida or
taxation in any form on any real or personal property for any purpose, including, without
limitation, for the payment of the principal of and interest or redemption premium on this Bond
or for the payment of any other amounts provided for in the Resolution or to maintain or continue
any of the activities of the City which generate user service charges, regulatory fees or any other
Covenant Revenues, nor shall the Series 2002B Bonds constitute a charge, lien or encumbrance,
either legal or equitable, on any property, assets or funds of the City, except the Pledged
Revenues to the extent and as provided in the Resolution.
Neither the members of the governing body of the City nor any person executing the
Series 2002B Bonds shall be liable personally on the Series 2002B Bonds by reason of their
[INSERT THE FOLLOWING REDEMPTION PROVISIONS
ONLY IF BONDS ARE MADE SUBJECT TO REDEMPTION]
[Bonds of this series are subject to mandatory redemption prior to their respective stated
dates of maturity [insert mandatory redemption provisions, if any].]
[Notice of call for redemption is to be given by mailing a copy of the redemption notice
by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to the
registered owner of each Bond to be redeemed at the address shown on the registration books
maintained by the Bond Registrar, or any successor Bond Registrar appointed by the City
pursuant to the Resolution. Failure to give such notice by mailing to any Bondholder, or any
defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or
portion thereof with respect to which no such failure or defect has occurred. All such Bonds
called for redemption and for the retirement of which funds are duly provided will cease to bear
interest on such redemption date.]
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Miami; Document #: 9537v3 -yg 741
41
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication endorsed hereon
shall have been manually signed by the Bond Registrar.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN
THIS PLACE.
This Bond is and has all the qualities and incidents of an investment security under the
Uniform Commercial Code -Investment Securities Law of the State of Florida.
IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Bond and has
caused the same to be signed by its City Manager and attested and countersigned by its City
Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a
facsimile of its seal to be reproduced hereon, all as of the day of , 2002.
CITY OF MIAMI, FLORIDA
(SEAL)
By:
ATTESTED AND COUNTERSIGNED: City Manager
City Clerk
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Miami; Document p: 9537v3
APPROVED AS TO FORM
AND CORRECTNESS
City Attorney
[CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds designated in and executed under the provisions of the
within mentioned Resolution.
as Bond Registrar
By:
Authorized Officer
Date of Authentication:
[To be printed on the reverse side of Registered Bonds]
ADDITIONAL BOND PROVISIONS
This Bond may be transferred upon the registration books of the City upon delivery
thereof to the principal office of the Bond Registrar accompanied by a written instrument or
instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar,
duly executed by the registered owner of this Bond or by his attorney-in-fact or legal
representative, containing written instructions as to the details of transfer of this Bond, along
with the social security number or federal employer identification number of such transferee. In
all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in
accordance with the provisions of the Resolution enter the transfer of ownership in the
registration books and shall deliver in the name of the new transferee or transferees a new fully
registered Bond or Bonds of the same maturity and of authorized denomination or denominations,
for the same aggregate principal amount and payable from the same source of funds. The City
and the Bond Registrar may charge the owner of such Bond for the registration of every transfer
or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other
governmental charge required (other than by the City) to be paid with respect to the registration
of such transfer, and may rdquire that such amounts be paid before any such new Bond shall be
delivered.
If the date for payment of the principal of, redemption premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other
than the City, a day on which banking institutions in the city where the corporate trust office of
the Paying Agent is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or
a day on which such banking institutions are authorized to close, and payment on such day shall
have the same force and affect as if made on the nominal date of payment.
The City has established a book -entry system of registration for the series of Bonds of
which this is one. Except as specifically provided otherwise in the Resolution, an agent will hold
this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase,
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O 2, 7 41.
delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such
arrangement.
It is hereby certified and recited that this Bond is authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all
acts, conditions and things required to exist, to happen, and to be performed precedent to the
issuance of this Bond exist, have happened and have been performed in regular and due form and
time as required by the laws and Constitution of the State of Florida applicable hereto; that the
issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or
provision; that the City has covenanted in the Resolution, to the extent permitted by and in
accordance with applicable law and budgetary processes, to prepare, approve and appropriate in
its Annual Budget, for each Fiscal Year, by amendment if necessary and to deposit to the credit
of the Sinking Fund, Covenant Revenues, in an amount sufficient which, together with other
amounts on deposit therein, are equal to the Bond Service Requirement for such applicable
Fiscal Year.
[Form of Abbreviations for Series 2002B Bonds]
The following abbreviations, when used in inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the
entireties
JT TEN - as joint tenants with
right of survivorship
and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
(Cust)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
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Miami; Document #: 9537v3
(Minor)
[Form of Assignment for Series 2002B Bonds]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and
transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney
to registrar the transfer of the within Bond on the books kept for registration and registration of
the transfer thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a member firm of any other
recognized national securities exchange or a
commercial bank or a trust company.
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signature(s) to
this assignment correspond(s) with the name
as it appears upon the face of the within
Bond in every particular, without alteration
or enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
[End of Form of Series 2002B Bond]
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SECTION 5.11. Application of Series 2002B Bond Proceeds. The proceeds, including
accrued interest, if any, received from the sale of the Series 2002B Bonds shall be applied by the
City, simultaneously with delivery of the Series 2002B Bonds, as follows:
(1) Accrued interest, if any, shall be deposited in the Interest Account within the
Sinking Fund and shall be transferred one Business Day prior to the first interest payment date to
the Paying Agent, who shall apply such moneys to pay interest on the Series 2002B Bonds as the
same becomes due on the first interest payment date therefor.
(2) An amount equal to the Reserve Requirement shall be deposited into the Reserve
Fund or, if applicable, an amount equal to the premium payable for the Reserve Product shall be
paid to the Reserve Product Provider and such Reserve Product shall be held by the Paying
Agent to the credit of the Reserve Fund for the benefit of the Series 2002B Bonds and the
holders thereof.
(3) An amount which, together with investment earnings thereon, is equal to the
principal of and interest and redemption premium, if any, on the Refunded Bonds, when due, in
accordance with the schedules to be attached to the Escrow Deposit Agreement, shall be
transferred to the Escrow Agent for deposit into the Escrow Deposit Trust Fund established
pursuant to the Escrow Deposit Agreement and shall be used and applied pursuant to and in the
manner described in the Escrow Deposit Agreement to pay the principal of, redemption premium,
if any, and interest on the Refunded Bonds.
(4) The remainder of the proceeds shall be deposited in a separate account designated
"City of Miami 2002B Special Obligation Non -Ad Valorem Revenue Refunding Bonds Cost of
Issuance Account" which is hereby established with the City and shall be disbursed for payment
of expenses incurred in connection with the issuance of the Series 2002B Bonds (including
payment of the expenses of the City); provided that the premium for a Bond Insurance Policy, if
any, may be paid on behalf of the City by the Underwriters directly to the Bond Insurer. Any
balance remaining after payment or provision for payment of such costs and expenses has been
made shall be transferred to the Interest Account within the Sinking Fund and used solely to pay
principal of and interest on the Series 2002B Bonds.
SECTION 5.12. Temporary Bonds. Pending the preparation of definitive Series 2002B
Bonds, the City may execute and deliver temporary Series 2002B Bonds. Temporary Series
2002B Bonds shall be issuable as registered Series 2002B Bonds without coupons, of any
authorized denomination, and substantially in the form of the definitive Series 2002B Bonds but
with such omissions, insertions, and variations as may be appropriate for temporary Series
2002B Bonds, all as may be determined by the City. Temporary Series 2002B Bonds may
contain such reference to any provisions of this Resolution as may be appropriate. Every
temporary Series 2002B Bond shall be executed and authenticated upon the same conditions and
in substantially the same manner, and with like effect, as the definitive Series 2002B Bonds. As
promptly as practicable the City shall execute and shall furnish definitive Series 2002B Bonds
and hereupon temporary Series 2002B Bonds may be surrendered in exchange for definitive
Series 2002B Bonds without charge at the principal office of the Bond Registrar, and the Bond
Registrar shall authenticate and deliver in exchange, for such temporary Series 2002B Bonds a
like aggregate principal amount of definitive Series 2002B Bonds of authorized denominations.
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Until so exchanged, the temporary Series 2002B Bonds shall be entitled to the same benefits
under this Resolution as definitive Series 2002B Bonds.
SECTION 5.13. Authorization and Approval of Bond Purchase Agreement. The
execution and delivery of the Bond Purchase Agreement is hereby authorized and approved. The
City Commission hereby authorizes and directs the City Manager to determine the final
provisions of the Bond Purchase Agreement, within the parameters for the Series 2002B Bonds
set forth in Section 5.02 of this Resolution. Upon compliance by the Underwriters with the
requirements of Section 218.385(2) and (3), Florida Statutes, and Section 218.385(6), Florida
Statutes, by filing the "truth -in -bonding statement" and the "disclosure statement" required by
said statutory provisions, the City Manager is hereby authorized to execute and the Clerk is
hereby authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the
form approved at this meeting and attached hereto as Exhibit "A", subject to such changes,
insertions and omissions and such filling in of blanks therein as hereafter may be approved and
made by the City Manager upon the advice of the City Attorney and Bond Counsel. The
execution, attestation and delivery of the Bond Purchase Agreement, as described herein, shall be
conclusive evidence of the City's approval of any such determinations, changes, insertions,
omissions or filling in of blanks.
SECTION 5.14. Authorization and Approval of Negotiated Sale of Series 2002B Bonds.
Based on the findings set forth in Article III hereof, the City Commission hereby approves the
negotiated sale of the Series 2002B Bonds to the Underwriters, and the Series 2002B Bonds shall be
sold and awarded to the Underwriters, upon the terms and conditions set forth herein and as set forth
in the Bond Purchase Agreement.
SECTION 5.15. Approval of Form of Escrow Deposit Agreement; Appointment of
Escrow Agent. The execution and delivery of the Escrow Deposit Agreement are hereby
authorized and approved. The City Commission hereby authorizes and directs the City Manager to
determine the final provisions of the Escrow Deposit Agreement. The City Manager, is hereby
authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the Escrow
Deposit Agreement in substantially the form approved at this meeting and attached hereto as Exhibit
"B", subject to such changes, insertions and omissions and such filling in of blanks therein as
hereafter may be approved and made by the City Manager upon the advice of the City Attorney and
Bond Counsel. The execution, attestation and delivery of the Escrow Deposit Agreement, as
described herein, shall be conclusive evidence of the City's approval of any such determinations,
changes, insertions, omissions or filling in of blanks. Wachovia Bank, National Association is
hereby appointed as Escrow Agent under the Escrow Deposit Agreement.
SECTION 5.16. Approval of Form of Paving Agent and Registrar Agreement;
Appointment of Paving Agent and Bond Registrar. The execution and delivery of the Paying
Agent and Registrar Agreement is hereby authorized and approved. The City Commission hereby
authorizes and directs the City Manager to determine the final provisions of the Paying Agent and
Registrar Agreement. The City Manager is hereby authorized to execute and the Clerk is hereby
authorized to attest to, seal and deliver the Paying Agent and Registrar Agreement in substantially
the form approved at this meeting and attached hereto as Exhibit "C", subject to such changes,
insertions and omissions and such filling in of blanks therein as hereafter may be approved and
made by the City Manager upon the advice of the City Attorney and Bond Counsel. The execution,
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attestation and delivery of the Paying Agent and Registrar Agreement, as described herein, shall be
conclusive evidence of the City's approval of any such determinations, changes, insertions,
omissions or filling in of blanks. Wachovia Bank, National Association is hereby appointed as
the initial Paying Agent and the initial Bond Registrar for the Series 2002B Bonds.
SECTION 5.17. Preliminary Official Statement; Official Statement. The use of a
Preliminary Official Statement in connection with the marketing of the Series 2002B Bonds is
hereby authorized. The Preliminary Official Statement in substantially the form attached hereto
as Exhibit "D" is hereby approved with such changes, insertions and omissions and such filling
in of blanks therein as may be approved by the City Manager. The City Manager is hereby
authorized to approve and execute, on behalf of the City, an Official Statement relating to the
Series 2002B Bonds with such changes from the Preliminary Official Statement, within the
authorizations and limitations contained herein, as the City Manager in consultation with the City
Attorney, Bond Counsel and the City's disclosure counsel in his sole discretion, may approve,
such execution to be conclusive evidence of such approval. The City Manager is hereby
authorized to deem the Preliminary Official Statement final for the purposes of Rule 15c2-12 of
the Securities and Exchange Commission (the "Rule"). The City Manager or his designee is
hereby authorized to provide for the printing of the Preliminary Official Statement and the
Official Statement by the lowest and most responsive bidder therefor and the payment of the cost
of such printing is hereby authorized to be paid from the proceeds of the Series 2002B Bonds.
SECTION 5.18. Election to Call Refunded Bonds; Publication of Notice of Refunding.
The City Commission hereby elects to call and redeem the Refunded Bonds as set forth in the
Escrow Deposit Agreements. The City hereby authorizes and directs the Escrow Agent to give
notice of redemption and notice of defeasance of the Refunded Bonds, all as and to the extent
required by the Escrow Deposit Agreements or the authorizing resolutions pursuant to which the
Refunded Bonds were issued.
SECTION 5.19. Municipal Bond Insurance; Reserve Product. In order to produce the
lowest true interest cost possible for the Series 2002B Bonds or any portion thereof, the City
Manager is hereby authorized to secure a Bond Insurance Policy and/or a Reserve Product with
respect to the Series 2002B Bonds, if, after consultation with the Director of Finance and the
Financial Advisor, the City Manager determines that obtaining such Bond Insurance Policy
and/or a Reserve Product is in the best interests of the City. The City is hereby authorized to
provide for the payment of any premium on such Bond Insurance Policy from the proceeds of the
issuance of the Series 2002B Bonds and to pay any Policy Costs with respect to a Reserve
Product and to enter into such agreements as may be necessary to secure such Bond Insurance
Policy and/or a Reserve Product, with the City Manager's execution of any such agreements,
after consultation with the City Attorney and Bond Counsel, to be conclusive evidence of the
City's approval thereof. The provisions of any such agreement shall supersede any inconsistent
provision of this Resolution.
SECTION 5.20. Qualification for the Depository Trust Company. Notwithstanding any
other provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized
to take such actions as may be necessary to qualify the Series 2002B Bonds for deposit with
DTC in accordance with the Blanket Issuer Letter of Representations dated October 4, 1995 from
the City to DTC (the "DTC Agreement") and the taking of all actions required by such DTC
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Agreement, wire transfers of interest and principal payments with respect to the Series 2002B
Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of
Series 2002B Bonds and provisions of notice with respect to Series 2002B Bonds registered by
DTC (or any of its designees identified to the City, the Bond Registrar or the Paying Agent) by
overnight delivery, courier service, telegram, telecopy or other similar means of communication.
SECTION 5.21. Appointment of Verification Agent. The City hereby appoints The
Arbitrage Group, Inc. as Verification Agent with respect to the Series 2002B Bonds and the
refunding of the Refunded Bonds. The fees and expenses of the Verification Agent are hereby
authorized to be paid from the proceeds of the Series 2002B Bonds.
ARTICLE VI
SOURCE OF PAYMENT OF SERIES 2002B BONDS;
SPECIAL OBLIGATIONS OF THE CITY
SECTION 6.01. Series 2002B Bonds Not to be General Obligation or Indebtedness of
the City. The Series 2002B Bonds shall not be deemed to constitute general obligations or a
pledge of the faith and credit of the City, the State of Florida or any political subdivision thereof
within the meaning of any constitutional, legislative or charter provision or limitation, but shall
be payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, in the
manner and to the extent herein provided. No Bondholder shall ever have the right, directly or
indirectly, to require or compel the exercise of the ad valorem taxing power of the City or any
other political subdivision of the State of Florida or taxation in any form on any real or personal
property to pay the Series 2002B Bonds or the interest thereon, nor shall any Bondholder be
entitled to payment of such principal and interest from any other funds of the City other than the
Pledged Revenues, all in the manner and to the extent herein provided. The Series 2002B Bonds
and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal
property of the City, or any part thereof, or any other tangible personal property of or in the City,
but shall constitute a lien only on the Pledged Revenues, all in the manner and the extent
provided herein.
SECTION 6.02 Pledge. The payment of the principal of, redemption premium, if any,
and interest on the Series 2002B Bonds shall be secured forthwith equally and ratably by an
irrevocable lien on the Pledged Revenues, all in the manner and to the extent provided herein.
The City does hereby irrevocably pledge such Pledged Revenues to the payment of the principal
of, redemption premium, if any, and interest on the Series 2002B Bonds, the funding and
maintaining of the Reserve Fund as required herein, and for all other payments as provided
herein, in the order of priorities set forth herein.
SECTION 6.03 Covenant to Budget and Appropriate. The City hereby covenants and
agrees to the extent permitted by and in accordance with applicable law and budgetary processes,
to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by amendment if
necessary, and to deposit to the credit of the Sinking Fund, legally available non -ad valorem
revenues of the City in an amount which is equal to the Bond Service Requirement with respect
to all Series 2002B Bonds outstanding hereunder for the applicable Fiscal Year, plus an amount
sufficient to satisfy the other payment obligations of the City hereunder for the applicable Fiscal
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Year, including, without limitation, the obligations of the City to fund and cure deficiencies in
the Reserve Fund. Such covenant and agreement on the part of the City to budget and
appropriate sufficient amounts of legally available non -ad valorem revenues shall be cumulative,
and shall continue until such legally available non -ad valorem revenues in amounts sufficient to
make all required payments hereunder as and when due, including any delinquent payments,
shall have been budgeted, appropriated and actually paid into the appropriate funds and accounts,
hereunder; provided, however, that such covenant shall not constitute a lien, either legal or
equitable, on any of the City's legally available non -ad valorem revenues or other revenues, nor
shall it preclude the City from pledging in the future any of its legally available non -ad valorem
revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim on
the legally available non -ad valorem revenues. Anything herein to the contrary notwithstanding,
all obligations of the City hereunder shall be secured only by the legally available non -ad
valorem revenues actually budgeted and appropriated and deposited into the funds and accounts
created hereunder, as provided for herein. The City may not expend moneys not appropriated or
in excess of its current budgeted revenues. The obligation of the City to budget, appropriate and
make payments hereunder from its legally available non -ad valorem revenues is subject to the
availability of legally available non -ad valorem revenues after satisfying funding requirements
for obligations having an express lien on or pledge of such revenues and after satisfying funding
requirements for essential governmental services of the City.
ARTICLE VII
CREATION AND USE OF FUNDS AND ACCOUNTS;
DISPOSITION OF REVENUES
SECTION 7.01. Creation of Funds and Accounts. There are hereby established the
"Sinking Fund" and the "Reserve Fund," and there is established within the Sinking Fund three
separate accounts therein designated as the "Interest Account," the "Principal Account" and the
"Bond Amortization Account".
The Sinking Fund and the Reserve Fund established hereunder and all accounts therein
shall constitute trust funds for the purpose herein provided, shall be delivered to and held by the
Director of Finance (or an Authorized Depositary designated by the Director of Finance), in each
case who shall act as trustee of such funds for the purposes hereof, and shall at all times be kept
separate and distinct from all other funds of the City and used only as herein provided. Money
held in the Sinking Fund and the Reserve Fund and the accounts therein shall be subject to a lien
and charge in favor of the holders and registered owners of the Series 2002B Bonds as herein
provided.
SECTION 7.02. Disposition of Covenant Revenues.
(1) Commencing immediately following the issuance of the Series 2002B Bonds, and
continuing thereafter so long as any Series 2002B Bonds shall be Outstanding hereunder, the
City shall deposit to the credit of the Funds and Accounts listed below on or before the twenty-
fifth day of each month, from Covenant Revenues, amounts which, together with funds on
deposit therein, will be sufficient to satisfy the cumulative deposit requirements described in
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clauses (a) and (b) below. Covenant Revenues shall be deposited in the following order and
priority:
(a) First, by deposit into the Interest Account within the Sinking Fund an
amount which, together with any other amounts required to be deposited therein pursuant to this
Resolution, will equal one-sixth (1/6) of the interest payable on the Series 2002B Bonds on the
next semiannual interest payment date; by deposit into the Principal Account within the Sinking
Fund one -twelfth (1/12) of all principal maturing or becoming due during the current Bond Year
on the various Serial Bonds that mature annually; and by deposit into the Bond Amortization
Account within the Sinking Fund one -twelfth (1/12) of the Amortization Installments and
unamortized principal balances of Term Bonds coming due during the current Bond Year with
respect to the Series 2002B Bonds, until there are sufficient funds then on deposit equal to the
sum of the interest, principal and Amortization Installments due on the Series 2002B Bonds on
the next interest, principal and redemption dates in such Bond Year.
(b) Second, by deposit into the Reserve Fund, the amounts, if any, which,
together with funds on deposit therein, will be sufficient to make the funds on deposit therein,
except as otherwise hereinafter provided, equal to the Reserve Requirement for the Series 2002B
Bonds.
(c) Thereafter any remaining Covenant Revenues shall be available to the
City to be used for any lawful purpose.
(2) The deposits to the Sinking Fund described above shall be increased or decreased,
as the case may be, to the extent required to pay principal (including Amortization Installments)
and interest coming due, after taking into account deficiencies in prior months' deposits.
(3) Deposits required pursuant to this Section 7.02 shall be cumulative and the
amount of any deficiency in any month shall be added to the amount otherwise required to be
deposited in each month thereafter until such time as all such deficiencies have been cured.
(4) In lieu of or in substitution for cash or securities on deposit in the Reserve Fund,
the City may fund the Reserve Requirement with a Reserve Product issued by a Reserve Product
Provider in an amount equal to the difference between the Reserve Requirement and the sums
then on deposit in the Reserve Fund. Such Reserve Product must provide for payment on any
interest or principal payment date (provided adequate notice is given) on which a deficiency
exists (or is expected to exist) in moneys held hereunder for a payment with respect to the Series
2002B Bonds which cannot be cured by funds in any other account held pursuant to this
Resolution and available for such purpose, and which shall name the Paying Agent or an
Authorized Depositary who has agreed to serve as trustee for the benefit of the Bondholders as
the beneficiary thereof. In no event shall the use of such Reserve Product be permitted if it
would cause an impairment in any existing rating on the Series 2002B Bonds. If a disbursement
is made from a Reserve Product, the City shall be obligated to reinstate the maximum limits of
such Reserve Product immediately following such disbursement or to replace such Reserve
Product by depositing into the Reserve Fund from the first Covenant Revenues available for
deposit pursuant to clause (1)(b) above, funds in the maximum amount originally payable under
such Reserve Product, plus amounts necessary to reimburse the Reserve Product Provider for
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previous disbursements made pursuant to such Reserve Product, or a combination of such
alternatives, and for purposes of clause (1)(b) above, amounts necessary to satisfy such
reimbursement obligation and other obligations of the City to a Reserve Product Provider (the
"Policy Costs") shall be deemed required deposits into the Reserve Fund, but shall be used by
the City to satisfy its obligations to the Reserve Product Provider.
(5) The City shall not be required to make any further payments into the Sinking
Fund, including the accounts therein, and the Reserve Fund when the aggregate amount of funds
in the Sinking Fund and the Reserve Fund, including the accounts therein, are at least equal to
the aggregate principal amount of the Series 2002B Bonds issued pursuant to this Resolution and
then Outstanding, plus the amount of interest then due or thereafter to become due on the Series
2002B Bonds then Outstanding, or if all of the Series 2002B Bonds then Outstanding have
otherwise been defeased pursuant to Section 13.02 hereof.
SECTION 7.03. Use of Moneys in the Sinking Fund.
(1) Moneys on deposit in the Sinking Fund shall be used solely for the payment of the
principal of, interest on and any redemption premiums required with respect to the Series 2002B
Bonds; provided, however, that if such principal and interest payments, or a portion thereof, have
been made on behalf of the City by a Bond Insurer, credit facility issuer, Reserve Product
Provider or other entity insuring, guaranteeing or providing a Reserve Product for the payment of
the Series 2002B Bonds, moneys on deposit in the Sinking Fund shall be paid to such Bond
Insurer, credit facility issuer, Reserve Product Provider or entity having theretofore made a
corresponding payment on the Series 2002B Bonds.
(2) One Business Day prior to the maturity date of each Series 2002B Bond (or the
due date of such Amortization Installments for Term Bonds) and installment of interest on such
Series 2002B Bonds, the City shall transfer from the Sinking Fund to the Paying Agent for the
Series 2002B Bonds sufficient moneys to pay all principal of, redemption premium, if any, and
interest then due and payable with respect to such Series 2002B Bonds. Interest accruing with
respect to any fully registered Series 2002B Bond shall be paid by check or draft of the Paying
Agent to the registered owner thereof.
(3) Moneys on deposit in the Sinking Fund for the redemption of the Series 2002B
Bonds shall be applied to the retirement of the Series 2002B Bonds issued under the provisions
of this Resolution and then outstanding in the following order:
(a) The City shall first endeavor to purchase Outstanding Term Bonds redeemable
from Amortization Installments during such Bond Year, or if no such Term Bonds are then
Outstanding, the City shall endeavor to purchase Serial Bonds whether or not such Serial Bonds
shall then be subject to redemption, but only to the extent moneys are available therefor, at the
most advantageous price obtainable, such price not to exceed the principal of such Serial Bonds
plus accrued interest but no such purchase shall be made by the City within a period of thirty (30)
days next preceding any interest payment date on which such Serial Bonds are subject to call for
redemption under the provisions of this Resolution.
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(b) Then, to the extent moneys remain on deposit in the Sinking Fund that are held
for the redemption of the Series 2002B Bonds, the City shall call for redemption on each interest
payment date on which Series 2002B Bonds are subject to redemption, with or without premium
from such moneys, such amount of Term Bonds subject to the Amortization Installments for
such Bond Year that have not been purchased pursuant to clause (a) above.
(c) Then, to the extent moneys remain on deposit in the Sinking Fund that were
deposited therein pursuant to this Resolution for the purpose of redeeming the Series 2002B
Bonds, the City shall first call any remaining Series 2002B Bonds then subject to redemption, in
such order and by such selection method as the City, in its discretion, may determine, from such
funds as will exhaust the money then held for the redemption of such Series 2002B Bonds as
nearly as may be possible.
(d) Then, to the extent moneys remain on deposit in the Sinking Fund that were
deposited therein pursuant to this Resolution for the purpose of redeeming the Series 2002B
Bonds, the City may, in its discretion from time to time (i) use such moneys to defease the Series
2002B Bonds, pay the principal of or interest on the Series 2002B Bonds, or any other lawful
purpose, or (ii) keep such moneys on deposit in the Sinking Fund for future use pursuant to this
Section 7.03; provided, however, that such moneys shall be used for any purpose or purposes
allowed pursuant to clause (i) above only if the City shall obtain an opinion of Bond Counsel to
the effect that such use will not cause the interest on any Series 2002B Bond to become included
in the gross income of the Bondholder thereof.
If Term Bonds are purchased or redeemed pursuant to this section in excess of the
Amortization Installments for such Bond Year, such excess principal amount of such Term
Bonds so purchased or redeemed shall be credited against subsequent Amortization Installments
for such Term Bonds in such Bond Year or Bond Years as the City may determine and as may be
reflected in the City's permanent accounting records.
Notwithstanding the foregoing, to the extent that moneys are deposited into the Sinking
Fund in a given Bond Year in an amount equal to the Amortization Installment for such Bond
Year and are applied to purchase or redeem Term Bonds to which such Amortization Installment
applies, then all moneys thereafter deposited to the Bond Amortization Account in such Bond
Year may be applied as provided in clause (c) above.
SECTION 7.04. Designation of Reserve Requirement; Application of Moneys in the
Reserve Fund. The Series 2002B Bonds shall be secured by the Reserve Fund. The City
Manager shall designate the amount of the Reserve Requirement prior to the sale of the Series
2002B Bonds as set forth in the Bond Purchase Agreement. Funds on deposit in the Reserve
Fund shall be used solely to cure deficiencies in the Sinking Fund with respect to the Series
2002B Bonds.
If funds on deposit in the Reserve Fund exceed the Reserve Requirement with respect to
the Series 2002B Bonds, such excess shall be transferred to the Sinking Fund, provided that if
such excess is due to the substitution of a Reserve Product, such excess shall be first applied to
cure any deficiencies in the Sinking Fund, and then shall be released to the City to use for any
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lawful purposes that, in the opinion of Bond Counsel, will not cause the interest on the Series
2002B Bonds to become includable in gross income for federal income tax purposes.
The Reserve Fund created in Section 7.01 above shall be held in trust only for the benefit
of the holders of the Series 2002B Bonds. The Reserve Fund shall be funded at all times at the
Reserve Requirement. Upon issuance of the Series 2002B Bonds, there shall be deposited to the
credit of the Reserve Fund, either cash equal to the Reserve Requirement or a Reserve Product in
an amount equal to the Reserve Requirement, or a combination thereof.
SECTION 7.05. Transfer to Paying Agent. The City shall transfer from the Sinking
Fund and, to the extent necessary, the Reserve Fund, to the Paying Agent on the Business Day
preceding each interest, principal or redemption date, by wire transfer or delivery in other
immediately available funds, an amount sufficient to pay when due the principal of, interest on
and redemption premium, if any, with respect to the Series 2002B Bonds.
SECTION 7.06. First Union Escrow Agreement. Notwithstanding anything to the
contrary contained in this Article VII, the City shall comply with the deposit requirements of the
First Union Escrow Agreement, as such deposit requirements apply to the Series 2002B Bonds,
for so long as such First Union Escrow Agreement is in full force and effect.
ARTICLE VIII
DEPOSITARIES OF FUNDS, SECURITY FOR
DEPOSITS AND INVESTMENT OF MONEYS
SECTION 8.01. Deposits Constitute Trust Funds. All funds or other property which at
any time may be owned or held in the possession of or deposited with the City for application in
accordance with the terms and provisions of this Resolution shall be held in trust and applied
only in accordance with the provisions of this Resolution, and shall not be subject to lien or
attachment by any creditor of the City.
All funds or other property which at any time may be owned or held in the possession of
or deposited with the City pursuant to this Resolution, and any investment income thereon, shall
be continuously secured, for the benefit of the City and the Bondholders in the order and manner
and for the purposes provided in this Resolution either (a) by depositing with an Authorized
Depositary, as custodian, collateral security consisting of obligations of, or obligations the
principal of and interest on which are unconditionally guaranteed by, the United States of
America having a market value (exclusive of accrued interest) not less than the amount of such
deposit, or (b) in such other manner as permitted hereunder as may then be required or permitted
by applicable state and federal law as and regulations regarding the security for, or granting a
preference in the case of, the deposit of trust funds, including without limitation, the provisions
of Chapter 280, Florida Statutes, as from time to time amended.
All moneys deposited with each Authorized Depositary shall be credited to the particular
fund or account to which such moneys belong.
SECTION 8.02. Investment of Moneys. Moneys held for the credit of the Sinking
Fund and the Reserve Fund may be invested by the City in Permitted Investments. Such
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investments or reinvestments shall mature or become available not later than the respective dates,
as estimated by the City, that the moneys held for the credit of said funds and accounts will be
needed for the purposes of such funds or accounts; provided, however, that funds in the Reserve
Fund shall be invested only in Permitted Investment with a remaining maturity of five years or
less from date of purchase or subject to redemption upon demand of the holder, or such longer
period with the consent of the Bond Insurer.
Obligations so purchased as an investment of moneys in any such fund or account shall
be deemed at all times to be a part of such fund or account, and shall at all times, for the
purposes of this Resolution, be valued as frequently as deemed necessary by the Bond Insurer,
but not less often than annually, at the market value thereof, exclusive of accrued interest.
Deficiencies in the amount on deposit in any fund or account resulting from a decline in market
value shall be restored no later than the succeeding valuation date.
Except as otherwise expressly provided herein, including specifically the obligations of
the City with respect to paying the Rebate Amount as set forth in Section 13.03 hereof, all
income and profits derived from the investment of moneys in the Sinking Fund shall be retained
in such funds and used for the purposes specified for such respective fund; all income and profits
derived from the investment of moneys in the Reserve Fund, if any, shall be retained in the
Reserve Fund therein until amounts on deposit in such Reserve Fund equal the Reserve
Requirement; thereafter, all such income and profits shall be deposited into the Sinking Fund.
Notwithstanding the foregoing, income and profits derived from the investment of moneys in the
funds and accounts created hereunder may, at the option of the City, be transferred to the City in
order to pay the Rebate Amount.
hereof.
All investments of moneys hereunder shall be made in compliance with Section 13.03
ARTICLE IX
GENERAL COVENANTS OF THE CITY
SECTION 9.01. Anti -Dilution Test. The City may incur additional debt that is payable
from all or a portion of the legally available non -ad valorem revenues only if the total amount of
legally available non -ad valorem revenues for the prior Fiscal Year were (a) at least 2.00 times
the aggregate maximum annual debt service of all debt (including all long-term financial
obligations appearing on the City's most recent audited financial statements and the debt
proposed to be incurred) to be paid from legally available non -ad valorem revenues (collectively,
"Debt"), including any Debt payable from one or several specific revenue sources and (b) so
long as the Series 2002B Bonds are outstanding and if a Reserve Product is in effect, at least 1.00
times the obligation of the City to repay any Policy Costs then due and owing to the Reserve
Product Provider.
SECTION 9.02. Notice of Deposit Shortfall. The City covenants that it will notify the
Paying Agent, the Bond Insurer, any Reserve Product Provider and any insurance trustee for the
Bond Insurer of any shortfall or deficiency in the Sinking Fund at least five (5) days before each
principal or payment date on which such shortfall is expected to occur.
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SECTION 9.03. Annual Audit.
(1) Annual Audit. The City shall require that an annual audit of its accounts and
records with respect to its general fund and the Pledged Revenues and the funds and accounts
created herein be completed as soon as practicable after the end of each Fiscal Year by an
independent certified public accountant of recognized standing. Such audit shall be conducted in
accordance with generally accepted auditing standards as applied to governmental units.
(2) Availability of Reports. A copy of the comprehensive annual financial report as
certified according to the requirements stated herein shall be available for inspection at the
offices of the City and shall be promptly furnished to the Underwriters of the Series 2002B
Bonds and mailed to the Bond Insurer, if any, Reserve Product Provider, if any, or Bondholder
requesting the same, upon payment by such Bond Insurer, Reserve Product Provider or
Bondholder, as the case may be, of the cost of reproduction and mailing.
ARTICLE X
ISSUANCE OF ADDITIONAL INDEBTEDNESS
SECTION 10.01. Issuance of Additional Indebtedness. The City will not issue any
obligations (other than the Series 2002B Bonds authorized by Section 5.01 hereof) secured by or
payable from the Pledged Revenues, or any portion thereof, or voluntarily create or cause to be
created any debt, lien, pledge, assignment, encumbrance or other charge, in each case, having
priority to or being on a parity with the lien securing the Series 2002B Bonds issued pursuant to
this Resolution upon the Pledged Revenues or any portion thereof.
The City hereby agrees that it will not issue or incur any other debt obligation secured by
or payable from a covenant to budget and appropriate all or a portion of the City legally available
non -ad valorem revenues or secured by or payable from specific non -ad valorem revenues,
unless the issuance of such debt obligations complies with Section 9.01 hereof, as evidenced by a
certificate of the Director of Finance filed with the City Commission on or prior to the issuance
or incurrence of such debt.
ARTICLE XI
EVENTS OF DEFAULT; REMEDIES
SECTION 11.01. Events of Default. Each of the following events is hereby declared an
"event of default," that is to say if-
(a)
i
(a) payment of principal of any Series 2002B Bond shall not be made when the same
shall become due and payable, either at maturity (whether by acceleration or otherwise) or on
required payment dates by proceedings for redemption or otherwise; or
(b) Payments of any installment of interest shall not be made when the same shall
become due and payable; or
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(c) the City shall fail to make any deposits required to be made hereunder or shall
otherwise fail to comply with any of the covenants and obligations of the City hereunder and
such failure shall continue unremedied for a period of thirty (30) days after such failure to
deposit or other such occurrence; or
(d) an order or decree shall be entered, with the consent or acquiescence of the City,
appointing a receiver or receivers of the City, or the filing of a petition by the City for relief
under federal bankruptcy laws or any other similar law or statute of the Untied States of America
or the State of Florida, which shall not be dismissed, vacated or discharged within thirty (30)
days after the filing thereof, or
(e) any proceedings shall be instituted, with the consent or acquiescence of the City,
for the purpose of effecting a composition between the City and its creditors or for the purpose of
adjusting the claims of such creditors, pursuant to any federal or state statutes now or hereafter
enacted, if the claims of such creditors are under any circumstances payable from the Pledged
Revenues.
Notwithstanding the foregoing, with respect to the events described in clause (c), the City
shall not be deemed in default hereunder if such default can be cured within a reasonable period
of time and if the City in good faith institutes appropriate curative action and diligently pursues
such action until the default has been corrected.
SECTION 11.02. Enforcement of Remedies. Upon the happening and continuance of
any event of default specified in Section 11.01 of this Article, then and in every such case the
owners of not less than twenty-five percent (25%) of the aggregate principal amount of the
Series 2002B Bonds Outstanding may appoint any state bank, national bank, trust company or
national banking association qualified to transact business in Florida to serve as trustee for the
benefit of the holders of all Series 2002B Bonds then outstanding (the "Default Trustee").
Notice of such appointment, together with evidence of the requisite signatures of the holders of
twenty-five percent (25%) of the aggregate principal amount of the Series 2002B Bonds
Outstanding and the trust instrument under which the Default Trustee shall have agreed to serve
shall be filed with the City and the Default Trustee and notice of such appointment shall be
mailed to the registered holders of the Series 2002B Bonds. No more than one Default Trustee
may be appointed and serving hereunder at any one time; however, the holders of a majority of
the aggregate principal amount of the Series 2002B Bonds Outstanding may remove the Default
Trustee initially appointed and appoint a successor and subsequent successors at any time. If the
default for which the Default Trustee was appointed is cured or waived pursuant to this Article,
the appointment of the Default Trustee shall terminate with respect to such default.
After a Default Trustee has been appointed pursuant to the foregoing, the Default Trustee
may proceed, and upon the written request of owners of twenty-five percent (25%) of the
aggregate principal amount of the Series 2002B Bonds Outstanding shall proceed, to protect and
enforce the rights of the Bondholders under the laws of the State of Florida, including the Act,
and under this Resolution, by such suits, actions or special proceedings in equity or at law, or by
proceedings in the office of any board, body or officer having jurisdiction, either for the specific
performance of any covenant or agreement contained herein or in aid of execution of any power
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herein granted or for the enforcement of any proper legal or equitable remedy, all as the Default
Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights.
In the enforcement of any remedy against the City under this Resolution the Default
Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or
during any City default becoming, and at any time remaining, due from the City for principal,
interest or otherwise under any provisions of this Resolution or of such Series 2002B Bonds and
unpaid, with interest on overdue payments of principal and, to the extent permitted by law, on
interest, at the rate or rates of interest specified in such Series 2002B Bonds, together with any
and all costs and expenses of collection and of all proceedings hereunder and under such Series
2002B Bonds, without prejudice to any other right or remedy of the Default Trustee or of the
Bondholders, and to recover and enforce any judgment or decree against the City, but solely as
provided herein and in such Series 2002B Bonds, for any portion of such amounts remaining
unpaid and interest, costs and expenses as above provided, and to collect (but solely from
moneys in the Sinking Fund, the Reserve Fund and any other moneys available for such purpose)
in any manner provided by law, the moneys adjudged or decreed to be payable.
SECTION 11.03. Effect of Discontinuing Proceedings. In case any proceeding taken by
the Default Trustee or any Bondholder on account of any default shall have been discontinued or
abandoned for any reason or shall have been determined adversely to the Default Trustee or such
Bondholder, then and in every such case the City, the Default Trustee and the Bondholders shall
be restored to their former positions and rights hereunder, respectively, and all rights, remedies
and powers of the Default Trustee shall continue as though no such proceeding had been taken.
SECTION 11.04. Directions to Default Trustee as to Remedial Proceedings. Anything
in this Resolution to the contrary notwithstanding, the holders of a majority of the aggregate
principal amount of the Series 2002B Bonds Outstanding shall have the right, by an instrument
or concurrent instruments in writing executed and delivered to the Default Trustee, to direct the
method and place of conducting all remedial proceedings to be taken by the Default Trustee
hereunder, provided that such direction shall not be otherwise than in accordance with law or the
provisions of this Resolution, and that the Default Trustee shall have the right to decline to
follow any such direction which in the opinion of the Default Trustee would be unjustly
prejudicial to Bondholders not parties to such direction.
SECTION 11.05. Restrictions on Actions by Individual Bondholders. No Bondholder
shall have any right to institute any suit, action or proceeding in equity or at law for the
execution of any trust hereunder or for any other remedy hereunder unless such Bondholder
previously shall have given to the Default Trustee written notice of the event of default on
account of which such suit, action or proceeding is to be taken, and unless the holders of not less
than twenty-five percent (25%) of the aggregate principal amount of the Series 2002B Bonds
Outstanding shall have made written request of the Default Trustee after the right to exercise
such powers or right of action, as the case may be, shall have accrued, and shall have afforded
the Default Trustee a reasonable opportunity either to proceed to exercise the powers
hereinabove granted or to institute such action, suit or proceeding in its or their name, and unless,
also, there shall have been offered to the Default Trustee reasonable security and indemnity
against the costs, expenses and liabilities to be incurred therein or thereby, including the
reasonable fees of its attorneys (including fees on appeal), and the Default Trustee shall have
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refused or neglected to comply with such request within a reasonable period of time; and such
notification, request and offer of indemnity are hereby declared in every such case, at the option
of the Default Trustee, to be conditions precedent to the execution of the powers and trusts of
this Resolution or for any other remedy hereunder. It is understood and intended that no one or
more owners of the Series 2002B Bonds hereby secured shall have any right in any manner
whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to
enforce any right hereunder, except in the manner herein provided, and that all proceedings at
law or in equity shall be instituted, had and maintained in the manner herein provided and for the
benefit of all Bondholders, and that any individual rights of action or any other right given to one
or more of such owners by law are restricted by this Resolution to the rights and remedies herein
provided.
Nothing contained herein, however, shall affect or impair the right of any Bondholder,
individually, to enforce the payment of the principal of and interest on his Series 2002B Bond or
Bonds at and after the maturity thereof, at the time, place, from the source and in the manner
provided in this Resolution.
SECTION 11.06. Subro ation. Notwithstanding anything in this Resolution to the
contrary, if the principal, interest and redemption premium, if any, with respect to any Series
2002B Bonds are paid by a Bond Insurer or Reserve Product Provider with respect to such Series
2002B Bonds, the pledge of the amounts on deposit from time to time in the funds and accounts
created hereby and all covenants, agreements and other obligations of the City to the
Bondholders of such Series 2002B Bonds shall continue to exist and the Bond Insurer and/or the
Reserve Product Provider, as applicable, to the extent of any payment by such entity with respect
to such Series 2002B Bonds, shall be subrogated to the rights of such Bondholders.
SECTION 11.07. Bond Insurer's Rights Upon Events of Default. Anything in this
Resolution to the contrary notwithstanding, if any event of default has occurred and is continuing
while a Bond Insurance Policy securing all or a portion of the Series 2002B Bonds is in effect and
not in default, the Bond Insurer shall, except as set forth below, have the right, in lieu of the holders
of the Series 2002B Bonds secured by said Bond Insurance Policy, by an instrument in writing,
executed and delivered to the Default Trustee, if any (provided that if there is no Default Trustee
then in place, such instrument shall be delivered to the City) to direct the time, method and place of
conducting all remedial proceedings available to the Default Trustee under this Resolution, or
exercising any trust or power conferred on the Default Trustee by this Resolution. Said direction
shall be controlling to the extent the direction of holders of the Series 2002B Bonds would have
been controlling under this Article XI. If the Bond Insurer shall be in default in the performance of
its obligations under the Bond Insurance Policy, said Bond Insurer shall have no rights under this
Section.
ARTICLE XII
SECONDARY MARKET DISCLOSURE
SECTION 12.01. Continuing Disclosure Undertaking. For the benefit of the holders and
beneficial owners from time to time of the Series 2002B Bonds, the City agrees, in accordance
with and as the only obligated person with respect to the Series 2002B Bonds under Rule 15c2-
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� A
12 of the Securities and Exchange Commission (the "Rule"), to provide or cause to be provided
such financial information and operating data, financial statements and notices, in such manner,
as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify
certain terms of the City's continuing disclosure agreement, including provisions for
enforcement, amendment and termination, the City Manager is hereby authorized and directed to
sign and deliver, in the name and on behalf of the City, a Continuing Disclosure Agreement (the
"Continuing Disclosure Commitment"), in substantially the form attached hereto as Exhibit "E",
with such changes, insertions and omissions and such filling in of blanks therein as may be
approved by the City Manager, after consultation with the City Attorney, Bond Counsel or the
City's disclosure counsel. The execution of the Continuing Disclosure Commitment, for and on
behalf of the City by the City Manager, shall be deemed conclusive evidence of the City's
approval of the Continuing Disclosure Commitment. The agreement formed, collectively, by
this paragraph and the Continuing Disclosure Commitment, shall be the City's continuing
disclosure agreement for purposes of the Rule, and its performance shall be subject to the
availability of funds to meet costs the City would be required to incur to perform it.
Notwithstanding any other provisions of this Resolution, any failure by the City to comply with
any provisions of the Continuing Disclosure Commitment or this Section 12.01 shall not
constitute a default under this Resolution and the remedies therefor shall be solely as provided in
the Continuing Disclosure Commitment.
The City Manager is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the City with the Continuing Disclosure
Commitment, including the timely provision of information and notices. Prior to making any
filing in accordance with such agreement, the City Manager shall consult with, as appropriate,
the City Attorney, Bond Counsel or the City's disclosure counsel. The City Manager, acting in
the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by
the City Attorney, Bond Counsel or the City's disclosure counsel in determining whether a filing
should be made.
ARTICLE XIII
MISCELLANEOUS PROVISIONS
SECTION 13.01. Modification or Amendment. This Resolution may be modified or
amended by ordinance or resolution and may be supplemented for the addition of terms,
covenants and provisions in the manner herein provided and as may further be necessary for
issuance of the Series 2002B Bonds hereunder from time to time by supplemental resolution
adopted concurrently with or prior to the issuance of the Series 2002B Bonds. Thereafter, no
modification or amendment of this Resolution or of any resolution or ordinance amendatory
hereof or supplemental hereto not provided for herein, materially adverse to the holders of the
Series 2002B Bonds, the Bond Insurer or the Reserve Product Provider, if any, may be made
without the consent in writing of the owners of not less than a majority of the aggregate principal
amount of Series 2002B Bonds Outstanding, but no modification, amendment or supplemental
ordinance or resolution shall permit a change (a) in the maturity of the Series 2002B Bonds or a
reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any
Series 2002B Bond, (c) that would affect the covenant of the City to budget and appropriate
legally available non -ad valorem revenues of the City for the payment of the amounts provided
36 �y
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Series 2002B herein pursuant to Section 6.03 hereof, or (d) that would reduce such percentage of
holders of the Series 2002B Bonds, required above for such modifications or amendments,
without the consent all of the Bondholders. For the purpose of Bondholders' voting rights or
consents, the Series 2002B Bonds owned by or held for the account of the City, directly or
indirectly, shall not be counted. The City may amend this Resolution to make other amendments
not prohibited by the foregoing without the consent of the Bondholders.
Notwithstanding anything to the contrary contained in this Resolution, for so long as any
Bond Insurance Policy securing the Series 2002B Bonds is in effect and the Bond Insurer is not
in default of its obligations thereunder, such Bond Insurer shall be treated as the holder of the
Series 2002B Bonds secured by the Bond Insurance Policy for purposes of this Section 13.01 and
the written consent of such Bond Insurer to a proposed amendment or supplement to this
Resolution shall be deemed to be the consent of the holders of the Series 2002B Bonds secured
by the Bond Insurance Policy issued by such Bond Insurer.
SECTION 13.02. Defeasance. If, at any time after the date of issuance of the Series
2002B Bonds (a) all Series 2002B Bonds secured hereby or any maturity thereof shall have
become due and payable in accordance with their terms or otherwise as provided in this
Resolution, or shall have been duly called for redemption (if applicable), or the City gives the
Paying Agent irrevocable instructions directing the payment of the principal of, redemption
premium, if any, and interest on such Series 2002B Bonds at maturity or at any earlier
redemption date scheduled by the City, or any combination thereof, (b) the full amount of the
principal, redemption premium, if any, and the interest so due and payable upon all of such
Series 2002B Bonds then outstanding or any portion of such Series 2002B Bonds, at maturity or
upon redemption (if applicable), shall be paid, or sufficient moneys shall be held by an escrow
agent who shall be an Authorized Depository or any Paying Agent (other than the City) in
irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created
hereby) which, when invested in Government Obligations maturing not later than the maturity or
redemption (if applicable) dates of such principal, redemption premium, if any, and interest, will,
together with the income realized on such investments, be sufficient to pay all such principal,
redemption redemption premium, if any, and interest on said Series 2002B Bonds at the maturity
thereof or the date upon which such Series 2002B Bonds are to be called for redemption (if
applicable) prior to maturity, and (c) provision shall also be made for paying all other sums
payable hereunder by the City allocable to such Series 2002B Bonds, including, but not limited
to the payment of Policy Costs owed to a Reserve Product Provider, then and in that case the
right, title and interest of such Bondholders hereunder shall thereupon cease, determine and
become void; otherwise, this Resolution shall be, continue and remain in full force and effect.
Notwithstanding any other provision of this Resolution, including in particular this
Section 13.02, the obligation to pay over the Rebate Amount to the United States and to comply
with all other requirements of Section 13.03 hereof shall survive the defeasance or payment in
full of the Series 2002B Bonds.
SECTION 13.03. Tax Covenants. The City hereby covenants and agrees, for the benefit
of the owners from time to time of the Series 2002B Bonds, to comply with the requirements
applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest
on the Series 2002B Bonds from gross income for federal income tax purposes. Specifically,
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without intending to limit in any way the generality of the foregoing, the City covenants and
agrees:
(a) to pay to the United States of America from the funds and sources of revenues
pledged to the payment of the Series 2002B Bonds, and from any other legally available funds, at
the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all
non -purpose investments (as defined in Section 148(f)(6) of the Code) over the amount which
would have been earned if such non -purpose investments were invested at a rate equal to the
yield on the Series 2002B Bonds, plus any income attributable to such excess, computed in
accordance with the applicable provisions of the Code (the "Rebate Amount");
(b) to maintain and retain all records pertaining to and to be responsible for making or
causing to be made all determinations and calculations of the Rebate Amount and required
payments of the Rebate Amount as shall be necessary to comply with the Code;
(c) to refrain from using proceeds from the Series 2002B Bonds in a manner that
would cause the Series 2002B Bonds to be classified as private activity bonds under Section
141(a) of the Code;
(d) to refrain from taking any action that would cause the Series 2002B Bonds, or any
of them, to become arbitrage bonds under Section 148 of the Code or hedge bonds under Section
149(8) of the Code; and
(e) so long as the Series 2002B Bonds are outstanding, to determine within 90 days
after the beginning of each Fiscal Year the amount that is available to the City as of the
beginning of that Fiscal Year to pay working capital expenditures of the type financed or
refinanced by the Series 2002B Bonds ("Available Amounts"), and to restrict the investment of
a portion of the Available Amount equal to the outstanding principal amount of the Series 2002B
Bonds as of the beginning of that Fiscal Year to the yield on the Series 2002B until the Available
Amount for the immediately succeeding Fiscal Year has been determined. For purposes of this
paragraph (e), "Available Amount" excludes the proceeds of the Series 2002B Bonds but
includes cash, investments, and other amounts held in accounts or otherwise by the City or a
related party if these amounts may be used by the City for working capital expenditures of the
type being financed or refinanced by the Series 2002B Bonds without legislative (but excluding
appropriation) or judicial action and without a legislative, judicial, or contractual requirement
that those amounts be reimbursed to the fund in which such amounts have been deposited.
Available Amount shall not include a working capital reserve that does not exceed 5% of the
actual expenditures of the City during the prior Fiscal Year, whether for capital or working
capital expenditures, that are paid out of current revenues.
The City understands that the foregoing covenants impose continuing obligations on the
City to comply with the requirements of the Code so long as such requirements are applicable.
SECTION 13.04. Severability. If any one or more of the covenants, agreements or
provisions of this Resolution should be held contrary to any express provision of law or contrary
to any express provision of law or contrary to the policy of express law, though not expressly
prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such
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41
covenants, agreements or provisions shall be null and void and shall be deemed severed from the
remaining covenants, agreements or provisions of this Resolution or of the Series 2002B Bonds
issued hereunder.
SECTION 13.05. No Third -Party Beneficiaries. Except as herein otherwise expressly
provided, nothing in this Resolution expressed or implied is intended or shall be construed to
confer upon any person, firm or corporation other than the parties hereto and the owners and
holders of the Series 2002B Bonds issued under and secured by this Resolution, any rights,
remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof,
this Resolution and all its provisions being intended to be and being for the sole and exclusive
benefit of the parties hereto and the owners and holders from time to time of the Series 2002B
Bonds issued hereunder.
SECTION 13.06. Controlling Law,• Members of City Not Liable. All covenants,
stipulations, obligations and agreements of the City contained in this Resolution shall be deemed
to be covenants, stipulations, obligations and agreements of the City to the full extent authorized
by the Act and provided by the Constitution and laws of the State of Florida. No covenant,
stipulation, obligation or agreement contained herein shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, agent or employee of the
City in his individual capacity, and neither the members of the City nor any official executing the
Series 2002B Bonds shall be liable personally on the Series 2002B Bonds or this Resolution or
shall be subject to any personal liability or accountability by reason of the issuance or the
execution by the City or such members thereof.
SECTION 13.07. Effect of Covenants. All covenants, stipulations, obligations and
agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations,
obligations and agreements of the City and of the Governing Body and of each department and
agency of the City to the full extent authorized or permitted by law, and all such covenants,
stipulations, obligations and agreements shall bind or inure to the benefit of the successor or
successors thereof from time to time and any officer, board, body or commission to whom or to
which any power or duty affecting such covenants, stipulations, obligations and agreements shall
be transferred by or in accordance with law.
Except as otherwise provided herein, all rights, powers and privileges conferred and
duties and liabilities imposed upon the City or upon the Governing Body by the provisions of
this Resolution shall be exercised or performed by the Governing Body, or by such other officers,
board, body or commission as may be required by law to exercise such powers or to perform
such duties.
SECTION 13.08. Further Authorizations. The Mayor and the City Manager or either
of them and the Clerk, the Director of Finance and the City Attorney and such other officers and
employees of the City as may be designated by the Mayor and the City Manager or either of
them are each designated as agents of the City in connection with the sale, issuance and delivery
of the Series 2002B Bonds and are authorized and empowered, collectively or individually, to
take all action and steps and to execute all instruments, documents and contracts on behalf of the
City, including, but not limited to, the filing of any required subscriptions for United States
Treasury Securities — State and Local Government Series and the execution of documentation
Miami; Document #: 95370 39 02-
741
required in connection with the negotiated sale of the Series 2002B Bonds to the Underwriters,
that are necessary or desirable in connection with the sale, execution and delivery of the Series
2002B Bonds, which are specifically authorized or are not inconsistent with the terms and
provisions of this Resolution, the Bond Purchase Agreement, the Escrow Deposit Agreement, the
Paying Agent and Registrar Agreement, the Continuing Disclosure Commitment or any action
designated are hereby charged with the responsibility for the issuance of the Series 2002B Bonds.
Any and all costs incurred in connection with the issuance of the Series 2002B Bonds and/or the
refunding of the Refunded Bonds are hereby authorized to be paid from the proceeds of the
Series 2002B Bonds.
Section 13.09. Repeal of Inconsistent Resolution. All resolutions or parts thereof in
conflict herewith are to the extent of such conflict superseded and repealed.
Section 13.10. Effective Date. This Resolution shall become effective immediately upon
its adoption and signature of the MayorY
1� If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar
days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the City Commission.
40 02- 741
Miami; Document #- 9537v3
PASSED AND ADOPTED this 27th
ATTEST:
PRI ILLA A. THOMPSON
CITY CLERK
APPROVED AS TO FORM AND CORRECTNESS:
/1-1 "'
ANDRO'
ATTOW
W6304:tr:BSS
day of June , 2002.
ANUEL A. DIAZ, MAY
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Exhibit "A"
Bond Purchase Agreement
Miami; Document #. 95370 02— 741
$15,000,000*
THE CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS
SERIES 2002B
PURCHASE CONTRACT
The City Commissioners
of the City of Miami, Florida
3500 Pan American Drive
Miami, Florida 33133
Ladies and Gentlemen:
July _, 2002
1. UBS PaineWebber Inc. (the "Representative"), Jackson Securities, Inc.,
J.P. Morgan Securities, Inc., Lehman Brothers, Morgan Stanley & Co., Incorporated and
Salomon Smith Barney (collectively, the "Underwriters"), offer to enter into the following
agreement (this "Purchase Contract") with The City of Miami, Florida (the "City"), which
upon the City's acceptance hereof will be binding upon the City and upon the Underwriters.
This offer is made subject to the City's acceptance by execution of this Purchase Contract
and its delivery of same to the Underwriters at or before 5:00 p.m., New York City time,
today.
2. Upon the terms and conditions and upon the basis of the representations,
warranties, covenants and agreements hereinafter set forth, the Underwriters hereby agree to
purchase from the City for offering to the public, and the City hereby agrees to sell and
deliver to the Underwriters for such purpose, all (but not less than all) of the aggregate
principal amount of the City's Special Obligation Non -Ad Valorem Revenue Refunding
Bonds, Series 2002B, dated as of , 2002 (the "Series 2002B Bonds").
The Underwriters agree to pay to the City for the purchase of the Series 2002B Bonds an
amount equal to $ (which represents the par amount of the Series 2002B
* Preliminary, subject to change.
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Bonds, plus [minus] net original issue premium [discount] of $ and less an
Underwriters' discount of $ ), plus accrued interest on the Series 2002B Bonds
from , 2002 to the date of delivery of the Series 2002B Bonds, such date
being referred to herein as the "Closing." Such purchase price shall be paid by the
Underwriters to the City at the Closing as described in Section 7 hereof.
3. The Series 2002B Bonds are being issued by the City pursuant to the
Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes,
the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to
Resolution No. of the City adopted by the City Commission of the City on June _,
2002 (the "Resolution"). The Series 2002B Bonds are being issued for the purpose of
(1) refunding all or a portion of the City's outstanding Special Non -Ad Valorem Revenue
Bonds, Series 1994, [(ii) paying the cost of a Reserve Product, if necessary] and (ii) paying
certain costs and expenses incurred in connection with the issuance of the Series 2002B
Bonds, including the premium for a municipal bond insurance policy. The payment of the
principal of, redemption premium, if any, and interest on the Series 2002B Bonds shall be
secured by the Pledged Revenues in the manner and to the extent described in the Resolution.
Payment of the principal of and interest on the Series 2002B Bonds, when due, will be
guaranteed under a policy of municipal bond insurance (the "Policy") to be issued at the
Closing by (the "Bond Insurer"). [A Reserve Product will be purchased in
the amount of $ the Reserve Requirement for the Series 2002B Bonds from the
Reserve Product Provider.]
The Series 2002B Bonds shall be more fully described in the Preliminary Official
Statement, dated June , 2002, relating to the Series 2002B Bonds, the form of which is
attached to the Resolution. Such Preliminary Official Statement as amended to delete
preliminary language and reflect the final terms of the Series 2002B Bonds, and with only
such changes as shall be approved by the City and the Underwriters, and as amended and
supplemented prior to the Closing, is herein referred to as the "Official Statement." The
Series 2002B Bonds shall mature and bear interest as set forth in Exhibit A attached hereto
and shall be subject to redemption and have all such other terms and provisions, as set forth
in the Resolution and as described in the Oficial Statement. All terms not otherwise defined
herein shall have the meanings ascribed thereto in the Resolution.
4. Prior to the submission of the offer to purchase the Series 2002B Bonds
pursuant to this Purchase Contract, the Underwriters have provided the City all applicable
disclosure information required by Section 218.385, Florida Statutes, a copy of which is
attached as Exhibit B hereto, and the City, by its acceptance hereof, accepts such disclosure
and agrees that it does not require any further disclosure from the Underwriters prior to the
delivery of the Series 2002B Bonds with regard to the matters set forth in such Section. The
Underwriters agree to make a bona fide public offering of all the Series 2002B Bonds at not
in excess of the initial public offering price (which may be expressed in terms of yield), set
forth in Exhibit A attached hereto. The Series 2002B Bonds may be offered and sold to
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certain dealers (including the Underwriters and other dealers or institutions uepositing such
Series 2002B Bonds into investment trusts) at a price or prices lower than such public
offering price. The City covenants with the Underwriters to cooperate with it in qualifying
the Series 2002B Bonds for offer and sale under the securities or "Blue Sky" laws of such
states as the Underwriters may request; provided that in no event shall the City be obligated
to take any action which would subject it to general service of process in any state where it is
not now so subject. The Underwriters agree to provide at the Closing a certificate stating the
price at which at least 10% of each maturity of the Series 2002B Bonds have been sold to the
public.
Delivered herewith by the Representative on behalf of the Underwriters is a check
payable to the order of the City in an amount equal to $ . If the City does not
accept the offer made hereby, such check shall be immediately returned to the Underwriters.
If the offer made hereby is so accepted, the City shall, as security for the performance by the
Underwriters of their obligations hereunder, hold such check uncashed until disposed of as
follows:
A. at the Closing, the uncashed check shall be returned by the City to the
Underwriters;
B. in the event the City shall fail to deliver the Series 2002B Bonds at the
date fixed for the Closing, or if the City shall be unable at or prior to the date fixed for the
Closing to satisfy the conditions to the obligations of the Underwriters contained herein, or if
the obligations of the Underwriters shall be terminated for any reason permitted hereby, the
uncashed check shall be returned to the Representative on behalf of the Underwriters on or
prior to the date fixed for the Closing; and
C. if the Underwriters shall fail (other than for a reason permitted hereby)
to accept and pay for the Series 2002B Bonds upon tender thereof by the City as provided
herein, the check shall be retained by the City as and for full liquidated damages for such
failure and for any and all defaults on the part of the Underwriters, and the cashing of such
check shall constitute a full release and discharge of all claims and damages for such failure
and for any and all such defaults.
The following statements are made in satisfaction of the requirements of Section
218.385(2) and (3), Florida Statutes.
The City is proposing to issue the Series 2002B Bonds in the aggregate
principal amount of $ for the purpose of (i) refunding the Refunded
Bonds, [(ii) pay the costs of the Reserve Product for deposit to the Reserve Fund,] and
(ii) paying certain costs of issuance of the Series 2002B Bonds, including the
premium for the Policy. The Series 2002B Bonds are expected to be repaid over a
period of approximately years, at a true interest cost of approximately
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%, resulting in total interest payments in the amount of $
being made over the life of the Series 2002B Bonds.
The Series 2002B Bonds are payable from and secured by the Pledged
Revenues (as defined in the Resolution). Authorizing the Series 2002B Bonds will
result in approximately $ (average annual debt service) of City's
moneys not being available to finance other services of the City each year over the
next approximately years; provided the refunding of the Refunded Bonds
will result in debt service savings of % and will result in additional moneys being
available for City services over and above the existing debt service for the Refunded
Bond.
5. Within seven business days of the acceptance hereof by the City, the City shall
cause to be delivered such reasonable number of copies of the final Oficial Statement as the
Underwriters shall request, which shall be sufficient in number to comply with paragraph
(b)(4) of Rule 15c2-12 of the Securities and Exchange Commission (17 CFR § 240.15c2-12)
under the Securities Exchange Act of 1934 (the "Rule") and with Rules G-32 and G-36 and
all other applicable rules of the Municipal Securities Rulemaking Board (the "MSRB"). The
City hereby authorizes the Underwriters to use and distribute the Resolution and the Oficial
Statement and the information contained in each such document in connection with the
public offering and the sale of the Series 2002B Bonds. The Underwriters agree that they
will not confirm the sale of any Series 2002B Bonds unless the confirmation of sale is
accompanied or preceded by the delivery of a copy of the Official Statement pursuant to the
rules of the MSRB.
6. The City represents, warrants, covenants and agrees with the Underwriters that:
A. The City is a municipal corporation of the State of Florida duly
organized and existing pursuant to the Constitution, the Charter of the City, and laws of such
State and is authorized and empowered by law, including particularly the Act, to issue the
Series 2002B Bonds and to use the moneys derived from the sale thereof to refund the
Refunded Bonds; to adopt the Resolution, to enter into the Escrow Deposit Agreement; to
accept this Purchase Contract; to issue, sell and deliver the Series 2002B Bonds to the
Underwriters as provided herein; to execute and perform its obligations under a Disclosure
Dissemination Agent Agreement, the form of which is attached to the Preliminary Oficial
Statement as Appendix F (the "Disclosure Agreement"); and to carry out and consummate all
other transactions contemplated by the Official Statement and by each of the aforesaid
documents, agreements and resolutions.
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09-- 74
B. The City has duly authorized by all appropriate action, and complied
with all provisions of law with which compliance was required on or prior to the date hereof,
including the Act, with respect to the acceptance of this Purchase Contract, the execution and
delivery of the Escrow Deposit Agreement and the Disclosure Agreement; the adoption of
the Resolution; and the sale, execution, issuance and delivery of the Series 2002B Bonds.
Each of the aforementioned agreements, ordinances, resolutions and other instruments
constitute valid and binding obligations of the City enforceable against the City in
accordance with their respective terms, subject to applicable bankruptcy, insolvency and
other laws affecting creditors' rights and remedies and to general principles of equity.
C. When delivered to and paid by the Underwriters in accordance with the
terms of this Purchase Contract and the Resolution, the Series 2002B Bonds will have been
duly and validly authorized, executed, authenticated, issued and delivered and will constitute
legal, valid and binding limited obligations of the City enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights
and remedies and to general principles of equity, and will be entitled to the benefits of the
Indenture.
D. The acceptance of this Purchase Contract, the execution and delivery of
the Series 2002B Bonds, the Escrow Deposit Agreement and the Disclosure Agreement; the
adoption of the Resolution; and compliance with the provisions thereof, do not and will not
conflict with, or constitute on the part of the City a violation of, breach of or default under,
any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or
instrument to which the City is a party or by which the City is bound, or, any constitutional
provision or statute of the State of Florida, any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the City or any of its activities or
properties; and all consents of any governmental authority of the State of Florida required in
connection with the issuance or sale of the Series 2002B Bonds by the City have been
obtained; provided, however, that no representation is made concerning compliance with the
Federal securities laws or the securities or "Blue Sky" laws of the various States.
E. Except as described in the Preliminary Official Statement and in the
Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court or governmental agency or body pending or, to the best of its
knowledge, threatened against or affecting the City, nor is there any basis therefor, wherein
an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated by this Purchase Contract, the Escrow Deposit Agreement, the Resolution and
the Disclosure Agreement, or which, in any way, would adversely affect the validity or
enforceability of the Series 2002B Bonds, the Resolution, the Escrow Deposit Agreement or
the Disclosure Agreement, or any agreement or instrument to which the City is a parry, used
or contemplated for use in the consummation of the transactions contemplated by this
Purchase Contract, the Disclosure Agreement, the Resolution and the Escrow Deposit
Agreement.
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F. The City will not take or omit to take any action which action or
omission will in any way cause the proceeds from the sale of the Series 2002B Bonds to be
applied in a manner contrary to that provided for in the Resolution and as described in the
Official Statement.
G. The Preliminary Official Statement as of the date thereof and the
Official Statement as of the date hereof (but in both instances not including information in
such documents under the headings "Municipal Bond Insurance" and "Description of the
Series 2002B Bonds — Book -Entry Only System") does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. If,
after the date of this Purchase Contract and until the earlier of (i) ninety (90) days from the
end of the "underwriting period" (as defined in SEC Rule 15c2-12) or (ii) the time when the
Official Statement is available to any person from a nationally recognized repository, but in
no case less than 25 days following the end of the underwriting period, any event shall occur
which might or would cause the Official Statement, as then supplemented or amended, to
contain any untrue statement of a material fact or to omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading, the City shall notify the Underwriters thereof, and, if in the opinion of the
Underwriters, such event requires the preparation and publication of a supplement or
amendment to the Official Statement, the City will at its own expense forthwith prepare and
furnish to the Underwriters a sufficient number of copies of an amendment of or supplement
to the Official Statement (in form and substance satisfactory to the Underwriters) which will
supplement or amend the Official Statement so that it will not contain an untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances existing at such time, not misleading.
H. Except as disclosed in the Preliminary Official Statement and in the
Official Statement, the City neither is nor has been in default any time after December 31,
1975, as to principal or interest with respect to an obligation issued by the City.
I. The City has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications
may not be relied upon;.
J. As of its date, the Preliminary Official Statement was deemed "final" by
the City for purposes of SEC Rule 15c2 -12(b).
K. The City has, in connection with previous issues of securities,
undertaken in a written certificate for the benefit of holders of such securities, to provide
certain continuing disclosure information in accordance with Rule 15c2 -12(b)(5) of the
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Securities and Exchange Commission, and the City has complied with and is currently in
compliance with each such undertaking.
7. At 1:00 p.m., Eastern time, on July , 2002, or at such other time or on
such earlier or later business day as shall have been mutually agreed upon by the City and the
Underwriters, the City will deliver, or cause to be delivered, through the DTC FAST system
to the Underwriters the Series 2002B Bonds, in fully registered book entry form, duly
executed and authenticated, at a place in New York, New York to be mutually agreed upon
by the City and the Underwriters. Simultaneously, with the delivery of the Series 2002B
Bonds, the City will return the good faith check described in Section 4 hereof to the
Underwriter. The City will deliver, or cause to be delivered, to the Underwriters at such time
and on such date and at a place to be mutually agreed upon by the City and the Underwriters,
the closing documents as provided and described in Section 8 of this Purchase Contract.
Upon compliance with all the terms and provisions and subject to the conditions hereof, the
Underwriters will accept such delivery and pay the purchase price of the Series 2002B Bonds
as set forth in Section 2, in immediately available funds to the order of the Trustee. The
Series 2002B Bonds will be delivered in book -entry -only form and registered in the name of
Cede & Co.
8. The Underwriters have entered into this Purchase Contract in reliance upon the
representations, warranties, covenants and agreements of the City contained herein and to be
contained in the documents and instruments to be delivered at the Closing and upon the
performance by the City of its obligations hereunder, both as of the date hereof and as of the
date of Closing. Accordingly, the obligation of the Underwriters under this Purchase
Contract to purchase and pay for the Series 2002B Bonds shall be subject to the performance
by the City of such obligations at or prior to the Closing, and the obligations hereunder of
each party hereto shall be subject (i) to the performance by the City of the obligations to be
performed at or prior to Closing, (ii) to the accuracy in all material respects of such
representations, warranties, covenants and agreements as of the date hereof and as of the date
of Closing and (iii) to the following conditions:
A. At the time of the Closing, the Escrow Deposit Agreement and the
Disclosure Agreement, shall have been duly executed and delivered by the respective parties
thereto in substantially the same forms as have been previously delivered to the Underwriters
on the date hereof, shall be in full force and effect and shall not have been amended,
modified or supplemented except as may have been agreed to in writing by the Underwriters
and the Resolution shall not have been amended, modified or supplemented, except as may
have been agreed to in writing by the Underwriters.
B. At the time of the Closing, all required official action of the City relating
to the authorization, sale and issuance of the Series 2002B Bonds and the transactions
contemplated thereby and hereby required to be taken by the City on or prior to the date
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thereof shall be in full force and effect and shall not have been amended, modified or
supplemented, except as may have been agreed to in writing by the Underwriters.
C. At the time of the Closing, the Series 2002B Bonds shall have been duly
executed and authenticated in accordance with the provisions of the Resolution.
D. At the time of the Closing, the Series 2002B Bonds will be rated, "Aaa"
by Moody's Investors Service, "AAA" by Standard & Poor's Ratings Group ("S&P"), and
"AAA" by Fitch, Inc., which ratings shall be based upon the issuance of the Policy.
documents:
E. At or prior to the Closing, the Underwriters shall receive the following
(i) The Official Statement of the City executed by the City Manager;
(ii) A copy of the Resolution, certified as of the date of the Closing by the
City Clerk as having been duly adopted by the City Commission and as being in full
force and effect and not having been amended, modified or supplemented, except as
may have been agreed to in writing by the Underwriters;
(iii) The approving opinion of Squire, Sanders & Dempsey L.L.P. Bond
Counsel, dated the date of the Closing substantially in the form attached as Appendix
D to the Official Statement and addressed (or a separate "reliance letter" addressed) to
the City and the Underwriters;
(iv) The supplemental opinion of Squire, Sanders & Dempsey L.L.P. Bond
Counsel, dated the date of the Closing substantially in the form of Exhibit C attached
hereto;
(v) The opinion of Alejandro Vilarello, Esq., City Attorney, dated the date
of the Closing, substantially in the form of Exhibit D attached hereto;
(vi) The opinion of Counsel to Bond Insurer [and the Reserve Product
Provider], dated the date of the Closing, in form and substance satisfactory to the
Underwriters and addressed (or a separate "reliance letter" addressed) to the City and
the Underwriters;
(vii) An opinion of Counsel to the Escrow Agent regarding the due
authorization, execution and delivery of the Escrow Deposit Agreement, dated the
date of Closing, in form and substance satisfactory to the Underwriters and addressed
to the City and the Underwriters;
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(viii) An opinion of Bryant, Miller and Olive, P.A., Coral Gables, Florida,
and Manuel Alonso-Poch, P.A., Co -Disclosure Counsel, addressed to (or a separate
"reliance letter" addressed to the City and the Underwriters, and dated the date of
Closing, to the effect that with respect to the information in the Official Statement and
based upon said firms' participation in the preparation and review of the Official
Statement and without having undertaken to determine independently the accuracy or
completeness of the contents of the Official Statement, nothing. has come to the
attention of said firms that would cause them to believe that the Official Statement
(except for the financial and statistical data contained therein and information relating
to the book -entry -only registration system and the Policy, as to which no opinion need
be expressed) contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading;
(ix) A certificate dated the date of Closing of the Mayor and City Manager
to the effect that:
(a) as of such date, except as disclosed in the Official Statement, no
litigation is pending or, to their knowledge, threatened in any court (1)
challenging the creation, organization or existence of the City, or (2) seeking
to restrain or enjoin the issuance or delivery of any of the Series 2002B Bonds,
or the collection of revenues or other moneys pledged to pay the principal of
and interest on the Series 2002B Bonds, or in any way contesting or affecting
the validity of the Series 2002B Bonds, the Resolution or the pledge of the
Pledged Revenues, or contesting the powers of the City to issue the Series
2002B Bonds, to adopt the Resolution, or (iii) in any way contesting or
affecting the validity of this Purchase Contract, the Escrow Deposit
Agreement, the Disclosure Agreement or the Resolution; provided, the
Underwriters may in their sole discretion accept the opinion of the City
Attorney or Bond Counsel in lieu of the certifications required by clauses (1),
(2) and (3), in each case, acceptable in form and substance satisfactory to the
Underwriters, that in the opinion of the Underwriters, all issues raised in any
related or threatened litigation are without substance or the contentions of any
plaintiffs therein are without merit; and
(b) (1) the representations, warranties, covenants and agreements of
the City contained herein are true and correct in all material respects on and as
of the date of the Closing as if made on the date of the Closing; and (2) no
event affecting the City has occurred since the date of the Official Statement
which has not been disclosed therein and which should be disclosed in the
Official Statement for the purpose for which it is to be used or which it is
necessary to disclose therein in order to make the statements and information
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02- '7 41
therein, in light of the circumstances under which they were made, nai
misleading in any material respect;
(x) A certificate of Bond Insurer [and the Reserve Product Provider] in
form and substance satisfactory to the Underwriters verifying the statements and
information relating to Bond Insurer [and the Reserve Product Provider] and the
Policy in the Oficial Statement;
(xi) A copy of a transcript of all proceedings relating to the authorization,
sale and issuance of the Series 2002B Bonds, including, among other documents,
copies of the Resolution and this Purchase Contract;
(xii) A true and correct copy of the Policy issued by Bond Insurer and a true
and correct copy of the Reserve Product [provided by the Reserve Product Provider];
(xiii) An executed Disclosure Agreement of the City, substantially in the form
provided therefor in Appendix F to the Oficial Statement;
(xiv) Verification by a nationally recognized firm of certified public
accountants acceptable to the Underwriters, the City and Bond Counsel as to the
accuracy of the cash sufficiency calculation of the escrow account with respect to the
Refunded Bonds.
(xv) An executed copy of the Escrow Deposit Agreement by and between
the City and the Escrow Agent; and
(xvi) Such additional legal opinions, certificates instruments and other
documents as the Underwriters may reasonably request.
If the obligations of the Underwriters shall be terminated for any reason permitted by
this Purchase Contract, this Purchase Contract shall terminate and the Underwriters shall be
under no further obligation hereunder, except as set forth in Section 10 hereof.
9. The Underwriters may terminate this Purchase Contract by notifying the City
of their election to do so if, after its execution and prior to the Closing, the market price or
marketability, at the initial offering price set forth herein, of the Series 2002B Bonds shall
have been materially adversely affected, in the reasonable judgment of the Underwriters, by
reason of any of the following:
A. Legislation enacted by the Congress or recommended to the Congress
for passage by the President of the United States, or favorably reported for passage to either
House of the Congress by any committee of such House to which such legislation has been
referred for consideration, or a decision rendered by a court established under Article III of
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O � --- 7 4
the Constitution of the United States or by the Tax Court of the United States, or an order,
ruling, regulation (final, temporary or proposed) or official statement or pronouncement
issued or made:
(i) By or on behalf of the Treasury Department of the United States or the
Internal Revenue Service or other governmental agency having jurisdiction over the
subject matter, with the purpose or effect, directly or indirectly, of imposing federal
income taxation upon such revenues as would be received by the City or the Paying
Agent or upon such interest as would be received by the owners of the Series 2002B
Bonds or which would have the effect of changing, directly or indirectly, the federal
income tax consequences with respect to the owners of the Series 2002B Bonds; or
(ii) By or on behalf of the Securities and Exchange Commission, or any
other governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Series 2002B Bonds, , including any or all
underlying security, are not exempt from registration under the Securities Act of
1933, as amended, or that the Resolution is not exempt from qualification under the
Trust Indenture Act of 1939, as amended.
B. The occurrence of any new outbreak of hostilities or any national or
international calamity or crises, including a financial crises, or any escalation of activities
involving the military forces of the United States, the effect of which on the financial markets
or the government of the United States is such as, in the reasonable judgment of the
Underwriters in consultation with the City, would materially adversely affect the market for
or market price of the Series 2002B Bonds (it being agreed to by the parties hereto that no
such hostilities, calamity or crisis was occurring as of the date hereof which had a material
effect upon the marketability of the Series 2002B Bonds).
C. The declaration of a general banking moratorium by federal, New York
or Florida authorities, or the general suspension of trading on the New York Stock Exchange.
D. The imposition by the New York Stock Exchange or any governmental
authority of any material restrictions not now in force with respect to the Series 2002B Bonds
or obligations of the general character of the Series 2002B Bonds or securities generally, or
the material increase of any such restrictions now in force, including those relating to the
extension of credit by, or the charge to the net capital requirements of, underwriters.
E. An order, decree or injunction of any court of competent jurisdiction, or
order, ruling, regulation or official statement by the Securities and Exchange Commission, or
any other governmental agency having jurisdiction of the subject matter, issued or made to
the effect that the issuance, offering or sale of obligations of the general character of the
Series 2002B Bonds or the issuance, offering or sale of the Series 2002B Bonds, including
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02- 741
any underlying obligations, as contemplated hereby or by the Official Statement, is or would
be in violation of the federal securities laws as amended and then in effect.
F. The withdrawal or downgrading of the rating of any bonds supported by
an insurance policy of the Bonds Insurer.
G. The President of the United States, the Office of Management, and
Budget, the Department of Treasury, the Internal Revenue Service or any other governmental
body, department, agency or commission of the United States or the State of Florida shall
take or propose to take any action or implement or propose regulations, rules or legislation
which, in the reasonable judgment of the Underwriters, materially adversely affects the
market price of the Series 2002B Bonds or causes the Official Statement to contain an untrue
statement of a material fact or to omit to state a material fact which is necessary in order to
make the statements therein, in light of the circumstances under which they are made, not
misleading in any material respect.
H. Any executive order shall be announced, or any legislation, ordinance,
rule or regulation shall be proposed by or introduced in, or be enacted by any governmental
body, department, agency or commission of the United States or the State of Florida or the
State of New York, having jurisdiction over the subject matter, or a decision by any court of
competent jurisdiction within the United States or within the State of Florida or the State of
New York shall be rendered which, in the reasonable judgment of the Underwriters,
materially adversely affects the market price of the Series 2002B Bonds or causes the
Official Statement to be misleading in any material respect.
Bond Insurer's Commitment to insure the Series 2002B Bonds shall
have been repudiated by the Bond Insurer or any litigation or proceeding shall be pending or
threatened questioning the validity or enforceability thereof or seeking to enjoin performance
thereunder or the Underwriters or the City shall have received notice from [Insurer] that it
will be unable to perform under the Policy.
J. An adverse ruling in the pending litigation described in the Official
Statement under the heading "LITIGATION," which materially impairs the ability of the
City to make payment on the Series 2002B Bonds.
K. Any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriters, makes untrue in any material respect any statement
or information contained in the Official Statement, or has the effect that the Official
Statement contains any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
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10. The Underwriters shall be under no obligation to pay any expenses incident to
the performance of the City's obligations hereunder, including but not limited to (A) the cost
of printing and preparation for printing or other reproduction of the Preliminary Official
Statement and the Official Statement, (B) the cost of printing and preparation for printing or
other reproduction or recording or filing or publishing (or paying any tax, fee or other
governmental charge with respect thereto) of any document or instrument referred to herein,
(C) the cost of preparation, printing, execution, safekeeping, transportation and delivery to
the Underwriters of the Series 2002B Bonds, (D) the fees and disbursements of Bond
Counsel, Disclosure Counsel, Counsel to the City, Counsel to Bond Insurer, [Counsel to the
Reserve Product Provider], the Escrow Agent and any other experts or consultants retained
by the City, (E) the fees and expenses of the City under the Resolution, (F) all fees and costs
of, Moody's Investors Service, S&P and Fitch, Inc. for issuing the ratings for the Series
2002B Bonds, and (G) the cost of the premium for the Policy.
The Underwriters shall pay all sale, "Blue Sky" fees and disbursements of Counsel to
the Underwriters and advertising expenses in connection with the public offering of the
Series 2002B Bonds.
11. Any notice or other communication to be given to the City under this Purchase
Contract may be given by delivering the same in writing in person or by certified or
registered mail, return receipt requested, at its address set forth above, addressed Attention:
City Clerk. Any notice or other communication to be given to the Underwriters under this
Purchase Contract may be given by delivering the same in person or be certified or registered
mail, return receipt requested, to UBS PaineWebber Inc., 200 South Orange Avenue, Suite
2200, Orlando, Florida 32801, Attention: Phillip Brown. All notices or communications
hereunder by any parry shall be given and served upon each other party.
12. This Purchase Contract shall constitute the entire agreement between the City
and the Underwriters and is made solely for the benefit of the City and the Underwriters. No
other person shall acquire or have any rights hereunder or by virtue hereof. All
representations, warranties, covenants and agreements of the City in this Purchase Contract
shall remain operative and in full force and effect, regardless of (a) any investigation made
by or on behalf of the Underwriters, and (b) the delivery of any payment for the Series 2002B
Bonds hereunder.
13. This Purchase Contract may be amended only by an agreement in writing
between the City and the Underwriters.
14. The validity, interpretation and performance of this Purchase Contract shall be
governed by the laws of the State of Florida.
[The remainder of this page is intentionally left blank]
13
02 741
15. This Purchase Contract may be executed in any number of counterparts, each
of which so executed and delivered shall constitute an original and all together shall
constitute but one and the same instrument.
UBS PAINEWEBBER INC.,
as Representative of the Underwriters
Authorized Signatory
Accepted this day of July, 2002 by and on behalf of The City of Miami,
Florida, pursuant to the provisions of the Resolution.
ATTEST:
By:
City Clerk
Approved as to Form
and Correctness
By:
City Attorney
THE CITY OF MIAMI, FLORIDA
14
City Manager
02_. 741
EXHIBIT A
$15,000,000*
THE CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS
SERIES 2002B
TERMS OF SERIES 2002B BONDS
Maturitv Date Principal Amount Interest Rate Yield
Mandatory Redemption
The Series 2002B Bonds maturing on 1, will be subject to mandatory
redemption prior to maturity, by lot, in such manner as the Registrar may deem appropriate,
at a redemption price equal to par plus accrued interest to the redemption date, on September
* Preliminary, subject to change.
A-1
02- 741
1, and on each September 1 thereafter, from moneys deposited in the Sinking Fund, in
the following principal amounts in the years specified:
Year
Principal
Amount
A-2
02-- 741
EXHIBIT B
$15,000,000*
THE CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS
SERIES 2002B
DISCLOSURE STATEMENT
July _, 2002
The City Commissioners
of The City of Miami, Florida
Miami, Florida 33133
Ladies and Gentlemen:
In connection with the proposed issuance by The City of Miami, Florida (the "City")
of the principal amount of the bonds referred to above (the "Series 2002B Bonds"), UBS
PaineWebber Inc., Jackson Securities, Inc., J.P. Morgan Securities, Inc., Lehman Brothers,
Morgan Stanley & Co., Incorporated and Salomon Smith Barney (collectively, the
"Underwriters"), have agreed to underwrite a public offering of the Series 2002B Bonds.
Arrangements for underwriting the Series 2002B Bonds will include a Purchase Contract
between the City and the Underwriters, which will embody the negotiations in respect
thereof.
The purpose of this letter is to furnish, pursuant to the provisions of Section
218.385(6), Florida Statutes, certain information in respect of the arrangement contemplated
for the underwriting of the Series 2002B Bonds, as follows:
(a) The nature and estimated amount of expenses to be incurred by the
Underwriters in connection with the purchase and reoffering of the Series 2002B Bonds are
set forth on Schedule B-1 attached hereto.
(b) No person has entered into an understanding with the Underwriters for any paid
or promised compensation or valuable consideration, directly or indirectly, expressly or
implied, to act solely as an intermediary between the City and the Underwriters or to exercise
* Preliminary, Subject to change.
U_, 741
or attempt to exercise any influence to effect any transaction in the purchase of the Series
2002B Bonds.
(c) The amount of underwriting spread expected to be realized is as follows:
Per $1,000 Bond Dollar Amount
Takedown
Management Fee
Underwriting Risk
Underwriters' Expenses*
Total Underwriting Spread
(d) No other fee, bonus or other compensation has or will be paid by the
Underwriters in connection with the issuance of the Series 2002B Bonds to any person not
regularly employed or retained by the Underwriters (including any "finder," as defined in
Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be
incurred and paid by the Underwriters, as set forth in Schedule B-1.
(e) The names and addresses of the Underwriters are:
UBS PaineWebber Inc.
200 South Orange Avenue, Suite 2200
Orlando, Florida 32801
Salomon Smith Barney
110 E. Broward Boulevard, Suite 1850
Ft. Lauderdale, Florida 33301
Morgan Stanley & Co., Incorporated
Sun Bank Center
200 S. Orange Avenue, Suite 1440
Orlando, Florida 32801
Jackson Securities, Inc.
801 Brickell Avenue, Suite 934
Miami, Florida 33131
* Underwriters are responsible for to paying the fees of Edwards & Angell, LLP in the amount of $ for
professional services rendered to the Underwriters, which fees are to be paid from Underwriters' funds and will not
be derived from bond proceeds.
U2_. 741
Lehman Brothers
1111 Brickell Avenue
Miami, Florida 33131
J.P. Morgan Securities, Inc.
5201 Blue Lagoon Drive
Suite 889, 8h Floor
Miami, Florida 33126
We understand that you do not require any further disclosure from the Underwriters,
pursuant to Section 218.385(4), Florida Statutes.
UBS PAINEWEBBER INC., on behalf of itself
and as Representative of the
Underwriters
L -On
Authorized Signatory
M
02-- 741
SCHEDULE B-1
UNDERWRITERS' EXPENSES*
S/1000 Amount
Dalcomp/Dalnet Fee
Other Expenses
BMA Fee
Interest on Day Loan
Travel Expenses
CUSIP Fee
DTC Fee
Total
* Underwriters are responsible for to paying the fees of Edwards & Angell, LLP in the amount of $ for
professional services rendered to the Underwriters, which fees are to be paid from Underwriters' funds and will not be
derived from bond proceeds.
02- 741
EXHIBIT C
[Form of Supplemental Bond Counsel Opinion]
(LETTERHEAD OF BOND COUNSEL)
July , 2002
UBS PaineWebber Inc.
Orlando, Florida, as Representative
of the Underwriters
Re:$_ The City of Miami, Florida Special Obligation
Non -Ad Valorem Revenue Refunding Bonds, Series 2002B
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance on this date of the
obligations described above (the "Series 2002B Bonds"). This opinion is being delivered as
the "supplemental opinion" of Bond Counsel pursuant to the Purchase Contract, dated
July _, 2002; all terms used herein shall have the meanings assigned thereto in said
Purchase Contract.
It is our opinion that:
1. The Purchase Contract has been duly authorized, executed and delivered by the
City and, assuming due authorization, execution and delivery by the Underwriters, is valid
and binding upon the City, subject to any applicable bankruptcy, reorganization, moratorium,
liquidation, readjustment of debt, insolvency or other similar laws affecting creditors' rights
and remedies generally heretofore or hereafter enacted to the extent constitutionally
applicable, and subject to the exercise of judicial discretion in appropriate cases in
accordance with general principles of equity.
C-1
02- 741
2. The City has duly adopted the Resolution and authorized or ratified (i) the
execution, delivery and performance by the City of the Escrow Deposit Agreement and the
Disclosure Agreement, and (ii) the execution, delivery and distribution of the Official
Statement, and (iii) the taking of any and all such action as may be required on the part of the
City to carry out, give effect to and consummate the transactions contemplated by the
aforesaid agreements and instruments.
3. The Resolution and the Escrow Deposit Agreement constitute legal, valid and
binding special obligations of the City enforceable in accordance with their respective terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or
other laws affecting creditors' rights generally and to general principles of equity.
4. The Series 2002B Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended and the Resolution is exempt from qualification under the
Trust Indenture Act of 1939, as amended.
5. The Series 2002B Bonds are exempt from registration under the Securities Act
of 1933, as amended and the Resolution is exempt from qualification as an indenture under
the Trust Indenture Act of 1939.6. The statements contained in the Official Statement under
the headings "Introduction," "Purpose of the Issue," "The Refunding Plan" and "Description
of the Series 2002B Bonds" (excluding information relating to DTC and its book -entry only
registration system), "Security and Source of Payment for the Series 2002B Bonds" and
"Continuing Disclosure," "APPENDIX B Form of Bond Resolution," excluding any
financial, statistical or demographic information therein, insofar as the same purport to
describe the Resolution, the Escrow Deposit Agreement, the Disclosure Agreement, the
Series 2002B Bonds or the Act, and the statements contained in the Oficial Statement under
"Tax Matters," insofar as the same purport to describe the Internal Revenue Code of 1986, as
amended, fairly and accurately present the information purported to be described therein.
7. Upon issuance of the Series 2002B Bonds and deposit of the moneys and
securities as described in the Escrow Deposit Agreement, the Refunded Bonds under
Resolution Nos._ adopted by the City on and , respectively,
pursuant to which the Refunded Bonds were issued shall be deemed paid and shall cease to
be entitled to any lien, benefits or security under the respective Refunded Bond Resolutions,
and all covenants, agreements and other obligations of the City to the holders of the
Refunded Bonds will cease, terminate and become void and be discharged and satisfied. In
rendering this opinion we have relied upon the Verification Report(s) as to the adequacy of
the maturing principal of and interest on the securities to be acquired with a portion of the
proceeds of the Series 2002B Bonds to pay the principal of, redemption premium, if any, and
interest on the Refunded Bonds.
Respectfully submitted,
C-2
02-- 7 41
EXHIBIT D
[Form of City Attorney's Opinion]
(LETTERHEAD OF CITY ATTORNEY'S OFFICE)
July _, 2002
UBS PaineWebber Inc.
Orlando, Florida,
as Representative of
the Underwriters
Re:$_ The City of Miami, Florida Special Obligation
Non -Ad Valorem Revenue Refunding Bonds, Series 2002B
Ladies and Gentlemen:
This opinion is being delivered as the opinion of the City Attorney pursuant to the
Purchase Contract, dated June _, 2002, relating to the above-described Series 2002B
Bonds. All terms used herein shall have the meanings assigned thereto in said Purchase
Contract.
I am of the opinion that:
1. The City is a municipal corporation of the State of Florida duly organized and
validly existing under its charter, the Constitution and laws of the State of Florida.
2. The City has and had, as the case may be, full legal right, power and authority
to (a) pledge the Pledged Revenues in the manner described in the Official Statement; (b)
issue the Series 2002B Bonds, for the purpose of refunding the Refunded Bonds, in the
manner contemplated by the Resolution, the Escrow Deposit Agreement and the Official
Statement; (c) secure the Series 2002B Bonds in the manner contemplated by the Official
Statement and the Resolution; (d) execute and deliver the Purchase Contract, the Escrow
Deposit Agreement and the Disclosure Agreement; (e) deliver the Series 2002B Bonds to the
Underwriters as provided in the Purchase Contract; and (f) carry out and consummate all
other transactions contemplated by the aforesaid agreements and instruments, and the City
has complied with all provisions of applicable law in all matters relating to such transactions
required to be followed on or prior to the date hereof.
H-1
02- 741
3. The City has duly adopted the Resolution and has duly, authorized or ratified,
as the case may be (a) the execution, delivery and performance of the Purchase Contract, the
Disclosure Agreement, the Escrow Deposit Agreement and the Series 2002B Bonds, (b) the
delivery and distribution of the Preliminary Oficial Statement and the Official Statement, as
well as the execution of the Official Statement, and (c) the taking of any and all such action
as may be required on the part of the City to carry out, give effect to and consummate the
transactions contemplated by the aforesaid agreements and instruments.
4. The Purchase Contract, Disclosure Agreement and Escrow Deposit Agreement
(the "Financing Documents") have each been duly authorized, executed and delivered by the
City and each of such documents constitute legal, valid and binding obligations of the City
enforceable in accordance with its respective terms, except as the enforcement thereof may
limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights
generally or by general principles of equity.
5. All approvals, consents and orders of and filings with any governmental
authority or agency which would constitute a condition precedent to the issuance of the
Series 2002B Bonds or the execution and delivery of or the performance by the City of its
obligations under the Financing Documents have been obtained or made and any consents,
approvals and orders so received or filings so made are in full force and effect; provided,
however, that no representation is made concerning compliance with the federal securities
laws or the securities or blue sky laws of the various states or concerning approvals, consents
or orders not required on or prior to the date hereof in order for the City to refund the
Refunded Bonds.
6. The authorization, execution, delivery and performance of the Financing
Documents and any other agreement or instrument to which the City is a party, used or
contemplated for use in the consummation of the transactions contemplated by the Oficial
Statement or the Financing Documents and compliance with the provisions of each such
instrument, do not and will not conflict with, or constitute or result in a violation or breach of
or a default under, the Constitution of the State of Florida, or any existing law, administrative
regulation, rule, decree or order, state or federal, or, a material provision of any agreement,
indenture, mortgage, lease, note or other agreement or instrument to which the City or its
properties or any of the officers of the City as such is subject.
7. Except as described in the Official Statement, no litigation or other proceedings
are pending, or to my.knowledge threatened, before or by any court, government agency,
public board or body for which the City has received notice (a) restraining or enjoining, or
seeking to restrain or enjoin, the authorization, sale, execution, or delivery of any of the
Series 2002B Bonds, or (b) in any way questioning or affecting the validity of any provision
of the Financing Documents, or (c) in any way questioning or affecting the validity of any of
the proceedings or authority for the authorization, sale, execution or delivery of the Series
H-2
02- 71
2002B Bonds, or of any provision, program or transactions made or authorized for their
payment, or (d) questioning or affecting the organization or existence of the City or the title
of any of its officers to their respective offices, or (e) questioning or affecting the power or
authority of the City to refund the Refunded Bonds or (f) questioning or affecting the power
of the City to fix, revise and collect the moneys and revenues pledged to the payment of the
Series 2002B Bonds.
8. The statements contained in the Official Statement under the headings
"Introduction," "Purpose of the Issue," "The Refunding Plan," "Security and Source of
Payment for the Series 2002B Bonds," "The City of Miami," "Litigation," "Disclosure
Required by Florida Blue Sky Regulations" and "APPENDIX A General Information
Regarding the City of Miami" (excluding any financial, statistical or demographic
information therein) constitute fair and accurate descriptions of the legal matters, agreements
and ordinances relating to the City which are referred to therein.
9. With respect to the information contained in the Oficial Statement and based
upon my review of the Official Statement as City Attorney and without having undertaken to
determine independently the accuracy or completeness of the contents of the Official
Statement, I have no reason to believe that the information contained in the Official
Statement relating to legal matters affecting the City contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading.
Respectfully submitted,
H-3
02- ' 41
Exhibit "B"
Escrow Deposit Agreement
Miami; Document # 95370 02— 741
0
CITY OF MIAMI, FLORIDA
and
WACHOVIA BANK, NATIONAL ASSOCIATION
as Escrow Agent
ESCROW DEPOSIT AGREEMENT `
Relating to
$ City of Miami, Florida
Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2002B
Dated as of July 1, 2002
0
MiunL DoawwA M: 95sm
02- 741
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered into as
of July 1, 2002, by and between the CITY OF MIAMI, FLORIDA (the "City"), and Wachovia
Bank, National Association, a national banking association organized and existing under the laws
of the United States of America, having its designated corporate trust office in Miami, Florida, as
escrow agent (the "Escrow Agent").
WITNESETH:
WHEREAS, the City of Miami, Florida (the "City"), has previously issued its
$18,000,000 Special Non -Ad Valorem Revenue Bonds, Series 1994 (the "1994 Bonds"); and
WHEREAS, the City desires to refund and defease the 1994 Bonds maturing on
and which bonds are currently outstanding in the aggregate
principal amount of $ (the "1994 Refunded Bonds"), all as more particularly
described on Schedule A hereto; and
WHEREAS, on June 27, 2002, the City Commission (the "Commission"), of the City
adopted Resolution No. R-02-_ (the "Resolution"), pursuant to which the City is issuing its
$ aggregate principal amount of Special Obligation Non -Ad Valorem Revenue
Refunding Bonds, Series 2002B (the "Series 2002B Bonds"), to refund the 1994 Refunded
Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of the Series 2002B Bonds,
will be applied to the purchase of Government Obligations (as such term is defined in this
Agreement), which will mature and produce investment income and earnings at such times and
in such amounts, as will be sufficient to pay when due the principal of, redemption premium, if
any, and interest on the 1994 Refunded Bonds, as more specifically set forth in this Agreement;
and
WHEREAS, it is necessary for the City to enter into this Agreement in order to establish
an irrevocable escrow fund held for the deposit of the Government Obligations purchased with
the proceeds of the Series 2002B Bonds, and to provide for the proper and timely application of
the moneys deposited hereunder, the maturing principal amount of the Government Obligations
and investment income and earnings derived therefrom to the payment of the 1994 Refunded
Bonds; and
WHEREAS, the Escrow Agent has received a copy of a verification report from The
Arbitrage Group, Inc., confirming that the money deposited in the Escrow Deposit Trust Fund, as
provided in this Agreement, is sufficient to provide for the timely payment of the 1994 Refunded
Bonds;
NOW, THEREFORE, the City, in consideration of the foregoing and the mutual
covenants set forth in this Agreement and in order to secure the payment of the principal of,
Mum: Docun=x 0 95570 02— '7 41
redemption premium, if any, and interest on all of the 1994 Refunded Bonds according to their
terms, does hereby agree as follows:
ARTICLE I
CREATION AND CONVEYANCE OF TRUST ESTATE
Section 1.01. Creation and Conveyance of Trust Estate. The City hereby grants,
warrants, remises, releases, conveys, assigns, transfers, aliens, pledges, sets over and confirms
unto the Escrow Agent and to its successors in the trust hereby created, and to it and its assigns
forever, for the sole benefit and security of the Holders from time to time of the 1994 Refunded
Bonds, the City's interest in the following property (collectively, the "Trust Estate"):
DIVISION I
All right, title and interest in and to $ in moneys deposited directly with the
Escrow Agent and derived in part from the proceeds of the Series 2002B Bonds upon issuance
and delivery of the Series 2002B Bonds and certain other funds on deposit in the debt service
fund of the 1994 Refunded Bonds and execution of and delivery of this Agreement.
DIVISION II
All right, title and interest in and to the Government Obligations described in Schedule B
hereto, together with the income and earnings on such Government Obligations, purchased by
the Escrow Agent at the direction of the City as provided in this Agreement.
DIVISION III
Any and all other property of every kind and nature conveyed, pledged, assigned or
transferred as and for additional security under this Agreement by the City, or by anyone on
behalf of the City to the Escrow Agent for the benefit of the Holders of the 1994 Refunded
Bonds.
The Trust Estate shall be held by the Escrow Agent, and its successors and assigns,
forever in trust, for the sole benefit and security of the Holders from time to time of the 1994
Refunded Bonds, but if the principal of, redemption premium, if any, and interest on all of the
1994 Refunded Bonds shall be fully and promptly paid when due, in accordance with their terms
and Section 3.06 hereof, then this Agreement shall be and become void and of no further force
and effect except as otherwise provided in this Agreement; otherwise the same shall remain in
full force and effect, and upon the trusts and subject to the covenants and conditions hereinafter
set forth.
2
Miam Domn= n: 95570 0 741
ARTICLE II
DEFINITIONS
Section 2.01. Definitions. In addition to words and terms defined elsewhere in this
Agreement, the following words and terms as used in this Agreement shall have the following
meanings, unless some other meaning is plainly intended. Capitalized terms not otherwise
defined in this Agreement shall have the meanings set forth in the Resolution.
"Government Obligations" means non -callable direct obligations of the United States of
America.
"Holders" means the registered owners from time to time of the 1994 Refunded Bonds.
"Paying Agent" means
capacity as paying agent for the 1994 Refunded Bonds.
in its
Words of the masculine gender shall be deemed and construed to include correlative
words of the feminine and neuter genders. Words importing the singular number shall include
the plural number and vice versa unless the context shall otherwise indicate. The word "person"
shall include corporations, associations, natural persons and public bodies unless the context
shall otherwise indicate. Reference to a person other than a natural person shall include its
successors.
ARTICLE III
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;
FLOW OF FUNDS
Section 3.01. Creation of Escrow Deposit Trust Fund and Deposit of Moneys. There is
created and established with the Escrow Agent a special and irrevocable trust fund designated
"City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series
2002B Escrow Deposit Trust Fund" (the "Escrow Deposit Trust Fund"), to be held by the
Escrow Agent for the sole benefit of the Holders of the 1994 Refunded Bonds and accounted for
separate and apart from the other funds of the City and, to the extent required by law, of the
Escrow Agent.
Concurrently with the delivery of this Agreement, the City causes to be deposited with
the Escrow Agent and the Escrow Agent acknowledges receipt of immediately available moneys
for deposit in the Escrow Deposit Trust Fund in the amount of $ from the proceeds
of the Series 2002B Bonds and the amount of $ from the moneys in the debt
service fund of the 1994 Refunded Bonds, all of which, when invested in Government
Obligations as directed by this Agreement (other than $ from the proceeds of the Series
2002B Bonds to be held uninvested), will provide moneys sufficient to pay the principal of,
redemption premium, if any, and interest on the 1994 Refunded Bonds, as more particularly
described in Schedule C.
Miami; Document N- 9557v3 02- 741
Section 3.02. Pa�rrient of 1994 Refunded Bonds. The proceeds of the Series 2002B
Bonds together with the moneys from the debt service fund of the 1994 Refunded Bonds
received by the Escrow Agent and deposited in the Escrow Deposit Trust Fund, excluding the
uninvested portion of S , will be sufficient to purchase $ par amount
of Government Obligations, all as listed in Schedule B, which will mature in principal amounts
and earn income at such times, all as described in Schedule B, so that, together with the
uninvested moneys, sufficient moneys will be available to pay as the same are due all principal
of, redemption premium, if any, and interest on the 1994 Refunded Bonds as set forth in
Schedule C. Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit
Trust Fund are insufficient to make said payments of principal, redemption premium, if any, and
interest, the City shall cause to be deposited into the Escrow Deposit Trust Fund the amount of
any deficiency immediately upon notice from the Escrow Agent.
Section 3.03. Irrevocable Trust Created. The deposit of moneys and Government
Obligations or other property in the Escrow Deposit Trust Fund shall constitute an irrevocable
deposit of said moneys and Government Obligations and other property for the sole benefit of
the Holders of the 1994 Refunded Bonds, subject to the provisions of this Agreement. The
Holders of the 1994 Refunded Bonds, subject to the provisions of this Agreement, shall have an
express lien on all moneys and principal of and earnings on the Government Obligations and
other property in the Escrow Deposit Trust Fund. The moneys deposited in the Escrow Deposit
Trust Fund and the matured principal of the Government Obligations and other property and
accrued interest shall be held in trust by the Escrow Agent, and shall be transferred in the
necessary amounts to the Paying Agent for the 1994 Refunded Bonds for the payment of the
principal of, redemption premium, if any, and interest on the 1994 Refunded Bonds, as more
specifically set forth in Schedule C hereto.
Section 3.04. Purchase of Government Obligations.
(a) The Escrow Agent is hereby directed immediately to purchase the Government
Obligations listed in Schedule B from the proceeds of the Series 2002B Bonds deposited in the
Escrow Deposit Trust Fund. The Escrow Agent shall purchase the Government Obligations
solely from the moneys deposited in the Escrow Deposit Trust Fund. The Escrow Agent shall
apply the moneys deposited in the Escrow Deposit Trust Fund and the Government Obligations
purchased therewith, together with all income or earnings thereon, in accordance with the
provisions of this Agreement. The Escrow Agent shall have no power or duty to invest any
moneys held hereunder or to make substitutions of the Government Obligations held hereunder
or to sell, transfer or otherwise dispose of the Government Obligations held hereunder except as
provided in this Agreement. The Escrow Agent is directed not to invest S of the proceeds of
the Series 2002B Bonds deposited of the Escrow Deposit Trust Fund.
(b) The City covenants to take no action in the investment, reinvestment or security
of the Escrow Deposit Trust Fund in violation of this Agreement and recognizes that any such
action in contravention of this Agreement might cause the 1994 Refunded Bonds or the Series
2002B Bonds to be classified as "arbitrage bonds" under the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder, as applicable (collectively, the "Code").
4 1741
Miami: Documrnc a: 9557v3 ��
Section 3.05. Substitution of Certain Government Obligations.
If so directed in writing by the City at any time during the term of this Agreement, the
Escrow Agent shall sell, transfer, exchange or otherwise dispose of, or request the redemption of,
all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and
shall substitute for such Government Obligations other Government Obligations, designated by
the City, and acquired by the Escrow Agent with the proceeds derived from the sale, transfer,
disposition or redemption of or by the exchange of such Government Obligations held in the
Escrow Deposit Trust Fund, but only upon the receipt by the Escrow Agent of:
(a) an opinion of nationally recognized counsel in the field of law relating to
municipal bonds stating that such substitution will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the 1994 Refunded Bonds
and the Series 2002B Bonds; and
(b) verification from an independent certified public accountant stating that
the principal of and interest on the substituted Government Obligations, together with any
Government Obligations and any uninvested moneys remaining in the Escrow Deposit
Trust Fund will be sufficient, without reinvestment, to pay the remaining principal of,
redemption premium, if any, and interest on the 1994 Refunded Bonds as set forth in
Schedule C.
Any moneys resulting from the sale, transfer, disposition or redemption of the
Government Obligations and the substitution of other Government Obligations not required to be
applied for the payment of such principal of, redemption premium, if any, and interest on the
1994 Refunded Bonds (as shown in the verification report described in Section 3.05(b) delivered
in connection with such substitution), shall be returned to the City for deposit in the Sinking
Fund established by the Resolution. Upon any such substitution of Government Obligations
pursuant to this Section 3.05, Schedule B shall be appropriately amended by the City to reflect
such substitution.
The Escrow Agent shall be under no duty to inquire whether the Government Obligations
as deposited in the Escrow Deposit Trust Fund are properly invested under the Code, except as
specifically set forth in this Section 3.05, and provided further that the Escrow Agent may rely
on all specific directions in this Agreement providing for the investment or reinvestment of the
Escrow Deposit Trust Fund.
Section 3.06. Transfers from Escrow Deposit Trust Fund. As the principal of the
Government Obligations set forth in Schedule B shall mature and be paid, and the investment
income and earnings thereon are paid, the Escrow Agent shall, no later than the payment dates
for the 1994 Refunded Bonds, as specified in Schedule C, transfer from the Escrow Deposit
Trust Fund to the Paying Agent for the 1994 Refunded Bonds amounts sufficient to pay the
principal of, redemption premium, if any, and interest on the Refunded Bonds, as specified in
Schedule C. The 1994 Refunded Bonds shall be redeemed on , at a redemption
price of _% of the principal amount thereof. The City hereby irrevocably determines to call
the 1994 Refunded Bonds for redemption on the redemption date stated in this Section 3.06.
5
Miami: Document is 95570 02- 7 41
Section 3.07. Investment of pertain Moneys Remaining in Escrow Deposit Trust Fund.
Subject to the provisions of Section 3.04, the Escrow Agent shall invest and reinvest, at the
written direction of the City, in Government Obligations any moneys remaining from time to
time in the Escrow Deposit Trust Fund until such time as they are needed. Such moneys shall be
reinvested in such Government Obligations for such periods and at such interest rates, as the
Escrow Agent shall be directed to invest by the City, which periods and interest rates shall be set
forth in an opinion from nationally recognized counsel in the field of law relating to municipal
bonds to the City and to the Escrow Agent, which opinion shall also be to tht effect that such
reinvestment of such moneys in such Government Obligations for such period and at such
interest rates will not, under the statutes and regulations applicable to the 1994 Refunded Bonds
and the Series 2002B Bonds, cause the interest on such 1994 Refunded Bonds or Series 2002B
Bonds to be included in gross income for federal income tax purposes and that such investment
is not inconsistent with the statutes and regulations applicable to the 1994 Refunded Bonds and
the Series 2002B Bonds. Any interest income resulting from reinvestment of moneys pursuant
to this Section 3.07 not required to be applied for the payment of the principal of, redemption
premium, if any, and interest on the 1994 Refunded Bonds shall be returned to the City, at the
City's written request, for deposit into the Sinking Fund established by the Resolution.
Section 3.08. Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit
Trust Fund created and established pursuant to this Agreement shall be and constitute a trust
fund for the purposes provided in this Agreement and shall be kept separate and distinct from all
other funds of the City and, to the extent required by law, of the Escrow Agent and used only for
the purposes and in the manner provided in this Agreement.
Section 3.09. Transfer of Funds After All Payments Required by this Agreement are
Made. After all of the transfers by the Escrow Agent to the paying agents for payment of the
principal of, redemption premium, if any, and interest on the Refunded Bonds provided in
Schedule C have been made, all remaining moneys and securities, together with any income and
interest thereon, in the Escrow Deposit Trust Fund immediately shall be returned to the City for
deposit into the Sinking Fund established by the Resolution; provided, however, that no such
transfers (except transfers made in accordance with Sections 3.05 and 3.07) shall be made until
all of the principal of, redemption premium, if any, and interest on the 1994 Refunded Bonds
have been paid.
ARTICLE IV
CONCERNING THE ESCROW AGENT
Section 4.01. Liability of Escrow Agent. The Escrow Agent shall not be liable in
connection with the performance of its duties under this Agreement except for its own
negligence or default. The Escrow Agent shall not be liable for any loss resulting from any
investments made pursuant to the terms of this Agreement. The Escrow Agent shall not be liable
for the accuracy of the calculations as to the sufficiency of moneys and of the principal amount
of the Government Obligations and the related earnings to pay the Refunded Bonds. So long as
the Escrow Agent applies any moneys, Government Obligations and interest earnings therefrom
Miami; Document K: 95570 6 `) 2
to pay the 1994 Refunded Bonds as provided in this Agreement, and complier, fully with the
terms of this Agreement, the Escrow Agent shall not be liable for any deficiencies in the amounts
necessary to pay the 1994 Refunded Bonds caused by such calculations.
To the extent permitted by law, the City agrees to indemnify the Escrow Agent for, and to
hold it harmless against, any loss, liability or expense incurred without negligence or willful
misconduct on its part, arising out of or in connection with acceptance or administration of this
Agreement, including the reasonable costs and expenses of defending itself against such claim or
liability in connection with the exercise or performance of any of its powers or duties hereunder.
Notwithstanding any provision in this Agreement, the Escrow Agent's rights to immunities and
protection from liability hereunder and its rights to payment of its fees, expenses and indemnities
shall survive the termination of this Agreement.
The Escrow Agent may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, debenture or other paper or document believed
by it in good faith to be genuine and to have been signed or presented by the proper party or
parties.
The Escrow Agent may consult with counsel and the advice of such counsel or any
opinion of counsel shall be full and complete authorization and protection in respect of any
action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
Section 4.02. Permitted Acts. The Escrow Agent and its affiliates may become the
owner of all or may deal in the 1994 Refunded Bonds as fully and with the same rights as if it
were not the Escrow Agent.
Section 4.03. Payment to Escrow Agent. The City shall pay to the Escrow Agent
reasonable compensation agreed to by the City as set forth in Schedule D hereto for all services
rendered by it and also its reasonable expenses, charges and other disbursements and those of its
attorneys, agents and employees incurred in and about the administration and execution of the
trusts created pursuant to this Agreement, and the performance of its powers and duties,
including, without limitation, all advances, counsel fees and other expenses reasonably made or
incurred by the Escrow Agent in connection with such services.
The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon
any of the moneys or investments in the Escrow Deposit Trust Fund for the payment of fees or
expenses for the services rendered by the Escrow Agent under this Agreement.
Section 4.04. Termination. Resignation and Removal of Escrow Agent.
(a) This Agreement shall terminate when all transfers and payments required to be
made by the Escrow Agent under the provisions hereof shall have been made.
(b) The Escrow Agent may evidence its intent to resign by giving written notice to
the City. Such resignation shall take effect only upon delivery of the Trust Estate to a successor
Escrow Agent designated in writing by the City, and the Escrow Agent shall thereupon be
7
Miami: Dommem 0: 95570 02-
741
41
discharged from all obligations under this Agreement and shall have no further duties or
responsibilities in connection herewith. The Escrow Agent shall deliver the Trust Estate without
unreasonable delay after receiving the City's designation of a successor Escrow Agent and upon
payment of all of its fees and expenses.
(c) The City may evidence its intent to remove the Escrow Agent by giving written
notice to the Escrow Agent. Such removal shall take effect only upon delivery of the Trust
Estate to a "successor Escrow Agent designated in writing by the City, and the Escrow Agent
shall thereupon be discharged from all obligations under this Agreement and shall have no
further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the
Trust Estate without unreasonable delay after receiving the City's designation of a successor
Escrow Agent and upon payment of all of its fees and expenses.
(d) If after thirty (30) days from the date of delivery of its written notice of intent to
resign or of the City's notice of intent to remove, the Escrow Agent has not received a written
designation of a successor Escrow Agent, the Escrow Agent's sole responsibility shall be in its
sole discretion either to retain custody of the Trust Estate and apply the Trust Estate in
accordance with this Agreement without any obligation to reinvest any part of the Trust Estate
until it receives such designation, or to apply to a court of competent jurisdiction for the
appointment of a successor Escrow Agent and after such appointment to have no further duties
or responsibilities in connection herewith.
(e) Notwithstanding any of the foregoing provisions of this Section, any bank or trust
company having power to perform the duties and execute the trusts of this Agreement, and
otherwise qualified to act as Escrow Agent hereunder, with or into which the bank or trust
company acting as Escrow Agent may be merged or consolidated, or to which the assets or
corporate trust business of such bank or trust company may be sold, shall be deemed the
successor of the Escrow Agent.
ARTICLE V
MISCELLANEOUS
Section 5.01. Amendments to this Agreement. This Agreement is made for the benefit
of the Holders from time to time of the 1994 Refunded Bonds and shall not be repealed, revoked,
altered or amended without the written consent of all such Holders of the 1994 Refunded Bonds,
the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may,
without the consent of, or notice to, such Holders, enter into such agreements supplemental to
this, Agreement which shall not adversely affect the rights of such Holders and shall not be
inconsistent with the terms and provisions of this Agreement for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; or
Miami: Documrnt a: 95570 8 02- ( 4 1,
(b) to grant to or confer upon the Escrow Agent for the benefit of the P?clders of the
1994 Refunded Bonds any additional rights, remedies, powers or authority that may" lawfully be
granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified opinion of a nationally
recognized counsel in the field of law relating to municipal bonds with respect to compliance
with this Section.
If at the time of any proposed repeal, revocation, alteration or amendment of this
Agreement, any of the 1994 Refunded Bonds are rated by Standard & Poor's Ratings Group
("S&P") or Moody's Investors Service, Inc. (Moody's") on the basis of the escrow established
by this Agreement, then prior to such proposed repeal, revocation, alteration or amendment of
this Agreement, the City shall provide written notice thereof to S&P and Moody's, as applicable,
at their addresses set forth below:
Standard & Poor's Ratings Group
25 Broadway
New York, New York 10004
Attn: Municipal Ratings Desk/Refunded Bonds
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Section 5.02. Severability. If any one or more of the covenants or agreements provided
in this Agreement on the part of the City or the Escrow Agent to be performed should be
determined by a court of competent jurisdiction to be contrary to law, such covenant or
agreement shall be deemed and construed to be severable from the remaining covenants and
agreements contained in this Agreement and shall in no way affect the validity of the remaining
provisions of this Agreement.
Section 5.03. Agreement Binding. All the covenants, proposals and agreements in this
Agreement contained by or on behalf of the City or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and assigns, whether so expressed or
not.
Section 5.04. Notices to Escrow Agent and the City. Any notice, demand, direction,
request or other instrument authorized or required by this Agreement to be given to or filed with
the Escrow Agent or the City, shall be deemed to have been sufficiently given or filed for all
purposes of this Agreement if personally delivered and receipted for, or if sent by registered or
certified United States mail, return receipt requested, addressed as follows:
Miami: Document a 95570 9 02- 741
(a) As to the City - 11 1
City of Miami, Florida
444 S.W. 2nd Avenue, IO h Floor
Miami, Florida 33130
Attention: Finance Director
(b) As to the Escrow Agent - -
Wachovia Bank, National Association
Attention:
Any party to this Agreement may, by notice sent to the other party to this Agreement,
designate a different or additional address to which notices under this Agreement are to be sent.
Section 5.05. Notice of Redemption. The Escrow Agent is hereby instructed to send
notice of the redemption of the 1994 Refunded Bonds, as applicable, to the Registered Owners
thereof (as such Registered Owners appear on the registration books of the City maintained by
the bond registrars for the 1994 Refunded Bonds), all in accordance with the provisions of the
resolutions pursuant to which the 1994 Refunded Bonds were issued. The notice of redemption
shall be substantially in the form thereof attached hereto as Schedule E.
Section 5.06. Termination. This Agreement shall terminate when all transfers and
payments required to be made by the Escrow Agent under the provisions of this Agreement shall
have been made.
Section 5.07. Execution by Counterparts. This Agreement may be executed in several
counterparts, all or any of which shall be regarded for all purposes as one original and shall
constitute and be but one and the same instrument.
Section 5.08. Governing Law. This Agreement shall be governed by and construed in
accordance with the applicable laws of the State of Florida.
10
Miami: Document #: 9557v3 02— 741
41
IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
by its duly authorized officers and its official seal or corporate seal, as the case may be, to be
affixed to this Agreement and attested as of the date first above written.
ATTEST:
(SEAL)
City Clerk
CITY OF MIAMI, FLORIDA
City Manager
APPROVED AS TO FORM
AND CORRECTNESS
City Attorney
WACHOVIA BANK, NATIONAL
ASSOCIATION
1-2
11
Miami; D=n=t it: gsvo p 2 -- 741
SCHEDULE A
1994 REFUNDED BONDS
Maturity Date Principal Amount Interest Rate
A-1
Miazni; Docun= 0: "57v3 02— 7 41.
SCHEDULE B
Type of Security Maturity Date Par Amount Rate
B-1
Miami: Document #: 95570 02- '7 41
SCHEDULE C
SCHEDULE OF PAYMENTS ON
1994 REFUNDED BONDS
Date Principal Interest Call Premium
$ $ $
* Represents _% call premium on $ principal amount of 1994 Refunded Bonds being called for
redemption.
Miami: Documrnt a: 9557v3
SCHEDULED
ESCROW AGENT FEES AND EXPENSES
One-time fee payable at closing of $
D-1 02- 741
Mismi'iDocutnent n: 9551,3
SCHEDULE E
NOTICE OF REDEMPTION
City Of Miami, Florida
$18,000,000 Special Non -Ad Valorem Revenue Bonds, Series 1994
dated [ i
NOTICE IS HEREBY GIVEN that the City of Miami, Florida $18,000,000 Special Non -
Ad Valorem Revenue Bonds, Series 1994 (the "Bonds") dated maturing on
[ ] in the years J, inclusive, outstanding in the aggregate principal
amount of $[ ], which are redeemable on [ ] at the option of the City at
a redemption price equal to U% of the principal amount of such Bonds plus interest accrued
to the date of redemption, have been irrevocably called for redemption on [ ].
Payment of the redemption price (as described above) will be made on or after said
redemption date of [ ] upon the presentation of said Bonds at the offices of the City,
as the Paying Agent for the Bonds, at , Attn:
Interest on such Bonds due prior to said redemption date will be paid in the usual manner.
Interest on such Bonds to be redeemed will cease to accrue from and after [ I.
as Escrow Agent
Date: ,
E-1 02 741
Miami: Docum nt M: 95570
Exhibit "C"
Paying Agent and Registrar Agreement
Miami; Document #: 95370
02-- 741
PAYING AGENT AND REGISTRAR AGREEMENT
THIS PAYING AGENT AND REGISTRAR AGREEMENT (the "Agreement") is
entered into as of the l' day of July, 2002, by and between the CITY OF MIAMI, FLORIDA
(the "City"), and Wachovia Bank, National Association, a national banking association duly
organized and existing under the laws of the United States of America having its designated
corporate trust office in Miami, Florida (the "Bank").
WITNESSETH:
WHEREAS, the City has determined to issue $ in aggregate principal
amount of its City of Miami, Special Obligation Non -Ad Valorem Revenue Refunding Bonds,
Series 2002B (the "Series 2002B Bonds"), pursuant to the provisions of Resolution No. R-02-
adopted by the City Commission of the City (the "City Commission") on June 27, 2002 (the
"Bond Resolution"); and
WHEREAS, the City represents that all things necessary to make the Series 2002B Bonds
the valid obligations of the City, in accordance with their terms, will be taken upon the issuance
and delivery thereof, and
WHEREAS, the City desires that the Bank acts as the Paying Agent of the City in paying
the principal of and interest on the Series 2002B Bonds, in accordance with the terms thereof,
and that the Bank acts as the Bond Registrar for the Series 2002B Bonds; and
WHEREAS, the Bank has represented that it is duly qualified to perform the duties
described herein as Paying Agent and Bond Registrar; and
WHEREAS, the City and the Bank each have duly authorized the execution and delivery
of this Agreement; and all things necessary to make this Agreement the valid agreement of the
City and the Bank, in accordance with its terms, have been done;
NOW, THEREFORE, for and in consideration of the premises and the covenants herein
contained, the City and the Bank hereby agree as follows:
ARTICLE 1
APPOINTMENT OF BANK AS PAYING AGENT AND REGISTRAR
SECTION 1.01 Appointment.
The City hereby appoints the Bank to act as Paying Agent with respect to the Series
2002B Bonds, to pay to the Bondholders of the Series 2002B Bonds the principal of and interest
on all or any of the Series 2002B Bonds as the same shall become due and payable.
0=. 74t
Miami: Document #: 9595v2
The City hereby appoints the Bank as Bond Registrar with respect to the Series 2002B
Bonds.
The Bank hereby accepts its appointment, and agrees to act as the Paying Agent and the
Bond Registrar for the Series 2002B Bonds, and as such, to perform the functions of Paying
Agent and Bond Registrar, as described herein and in the Bond Resolution, and in the event of
conflict, the terms of the Bond Resolution shall govern.
SECTION 1.02 Compensation.
As compensation for the Bank's services as Paying Agent and Bond Registrar, the City
hereby agrees to pay the Bank the fees and amounts set forth in Exhibit A hereto.
In addition, the City agrees to reimburse the Bank upon its request for all reasonable
expenses, disbursements, and advances incurred or made by the Bank in accordance with any of
the provisions hereof. Such fees and expenses shall be paid to the Bank as billed.
ARTICLE 2
DEFINITIONS
SECTION 2.01 Definitions.
For all purposes of this Agreement, except as otherwise expressly provided, or unless the
context otherwise requires:
"Authorized Representative" shall mean an authorized representative of the City, as
designated by the City Commission from time to time and shall initially include the Mayor, City
Manager and the Director of Finance.
"Bond Insurance Agreement" shall mean that certain Agreement Regarding Bond
Insurance [and Surety Bond], dated as of July 1, 2002, by and between the City and the Bond
Insurer.
"Bond Insurer" shall mean
"Bond Register" shall mean the registration books maintained by the Bond Registrar for
the Series 2002B Bonds.
"Bondholder" shall mean a Person in whose name a Series 2002B Bond is registered in
the Bond Register.
"Municipal Bond Insurance Policy" shall mean Municipal Bond New Issue Insurance
Policy No. issued by the Bond Insurer insuring the payment of the principal of and
interest on the Series 2002B Bonds.
Miami: Document a9595v2
2 U2- '741
"Person" shall mean any individual, corporation, partnership, joint venture, association,
joint stock company, trust, unincorporated organization or government or any agency or political
subdivision of a government.
"Predecessor Bonds" of any particular Series 2002B Bond shall mean every previous
Series 2002B Bond evidencing all or a portion of the same obligation as that evidenced by such
particular Series 2002B Bond (for the purposes of this definition, any Series 2002B Bond
registered and delivered under the provisions of the Bond Resolution in lieu of a mutilated, lost,
destroyed, or stolen Series 2002B Bond shall be deemed to evidence the sarr:r obligation as the
mutilated, lost, destroyed, or stolen Series 2002B Bond).
"Record Date" shall mean the fifteenth day (whether or not a business day) of the month
next preceding the applicable interest payment date.
"Reserve Fund" shall mean the Reserve Fund established under the Bond Resolution.
"Reserve Product" shall mean the
Product Provider in lieu of a cash deposit to the Reserve Fund.
"Reserve Product Provider" shall mean
issued by the Reserve
"Responsible Officer" when used with respect to the Bank shall mean the President, any
Vice President, any Trust Officer, Assistant Trust Officer or Client Service Officer, or any other
officer of the Bank customarily performing functions similar to those performed by any of the
above designated officers, and also means, with respect to a particular corporate trust matter, any
other officer to whom such matter is referred because of his knowledge of or familiarity with the
particular subject.
"Stated Maturity" shall mean the date specified as the fixed date on which the principal
of a Series 2002B Bond is due and payable.
SECTION 2.02 Other Definitions.
The terms "Bank", "City", "Bond Resolution" and "Series 2002B Bonds" have the
meaning assigned to them in the opening paragraph of this Agreement or in the preamble hereto.
The terms "Paying Agent" and "Bond Registrar" refer to the Bank when it is performing
the respective functions associated with such terms in this Agreement.
ARTICLE 3
THE SERIES 2002B BONDS
SECTION 3.01 Forms Generally.
The Series 2002B Bonds, the certificate of authentication and the assignment to be
printed on each of the Series 2002B Bonds, shall be in the forms set forth in the Bond
Resolution, with such appropriate insertions, omissions, substitutions, and other variations as are
3
Miami. Document * 9595v2
permitted or required by the Bond Resolution and approved by an Authorized Representative of
the City.
SECTION 3.02 Execution, Registration, Delivery, and Dating.
The Series 2002B Bonds shall be executed on behalf of the City as directed by the Bond
Resolution. The signature of any of the officers of the City on the Series 2002B Bonds may be
manual or facsimile. Series 2002B Bonds bearing the manual or facsimile signatures of
individuals who were at the time the proper officers of the City shall bind the City,
notwithstanding that such individuals or any of them shall cease to hold such offices prior to the
certification of registration and delivery of the Series 2002B Bonds or shall not have held such
offices at the date of the Series 2002B Bonds.
At any time and from time to time after the execution and delivery of this Agreement, the
Bondholder may deliver to the Bank for transfer or exchange Series 2002B Bonds accompanied
by instructions designating the Persons, maturities, and principal amounts to and in which such
Series 2002B Bonds are to be transferred, and the Bank shall thereupon, within not more than
three (3) business days, register and deliver such Series 2002B Bonds as provided herein and in
such instructions. Every Series 2002B Bond surrendered for transfer or exchange shall be duly
endorsed or accompanied by a written instrument of transfer, the signature on which has been
guaranteed by an officer of a federal or state bank or a member of the National Association of
Securities Dealers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or
his attorney duly authorized in writing.
All Series 2002B Bonds registered and delivered by the Bank hereunder shall be dated as
provided in the Bond Resolution.
No Series 2002B Bond shall be entitled to any right or benefit under this Agreement, or
be valid or obligatory for any purpose, unless there appears on such Series 2002B Bond a
certificate of authentication substantially in the form provided in the Bond Resolution, executed
by the Bank by manual signature, and such certificate upon any Series 2002B Bond shall be
conclusive evidence, and the only evidence, that such Series 2002B Bond has been duly certified
or registered and delivered.
SECTION 3.03 Person Deemed Owners.
The City, the Bank, and any agent of the City or the Bank may treat the Person in whose
name any Series 2002B Bond is registered as the owner of such Series 2002B Bond for the
purpose of receiving payment of the principal of and interest on such Series 2002B Bond and for
all other purposes whatsoever whether or not such Series 2002B Bond be overdue, and, to the
extept permitted by law, the City, the Bank, and any such agent shall not be affected by notice to
the contrary, except to the extent expressly so provided in the Bond Resolution with respect to
rights that may be exercised by the issuer of any municipal bond insurance policy or other credit
facility relating to the Series 2002B Bonds.
Miami: Document a: 9595v2 02—
ARTICLE 4
PAYING AGENT
SECTION 4.01 Duties of Paying Agent.
As Paying Agent the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the City, pay on the behalf of the City the principal of
the Series 2002B Bonds at their Stated Maturity to the Bondholder upon surrender of the Series
2002B Bonds to the Bank.
As Paying Agent the Bank shall, provided adequate collected funds have been provided
to it for such purpose by or on behalf of the City, pay on behalf of the City on the payment date
the interest on the Series 2002B Bonds when due by computing the amount of interest to be paid
each Bondholder and (i) preparing and mailing checks by first-class mail, postage prepaid, to the
Bondholders of the Series 2002B Bonds (or their Predecessor Bonds) on the Record Date,
addressed to their address appearing on the Bond Register; provided, however, that if ownership
of the Series 2002B Bonds is maintained in a book -entry only system by a securities depository,
such payment may be made by automated wire transfer to such securities depository or its
nominee or (ii) wiring funds to the Bondholders who have requested payment by wire transfer in
accordance with Section 5.02. of the Bond Resolution, or (iii) utilizing such other customary
banking arrangements to which the Bondholders and the Bank agree.
The Bank expressly acknowledges its understanding and acceptance of its duties as
Paying Agent in the Bond Resolution,- and the Bond Insurance Agreement. The Bank, as Paying
Agent, shall immediately notify [Reserve Product Provider and] Bond Insurer if on any interest
payment date there are insufficient moneys to make any payments of principal of and interest on
the Series 2002B Bonds. The Paying Agent shall also immediately notify [Reserve Product
Provider and] Bond Insurer upon the occurrence of any payment default under any related
security agreement of which the Paying Agent has knowledge.
SECTION 4.02 Payment Dates.
The City hereby instructs the Bank to pay the principal of and interest on the Series
2002B Bonds on the dates specified or provided for in the Bond Resolution and other pertinent
documents relating to the Series 2002B Bonds.
ARTICLE 5
BOND REGISTRAR
SECTION 5.01 Transfer and Exchange.
The City shall keep at the Bank a register (herein sometimes referred to as the "Bond
Register"), which shall be maintained by the Bank, to provide for the registration of Series
2002B Bonds and transfers of the Series 2002B Bonds. The Bank is hereby appointed "Bond
Registrar" for the purpose of registering Series 2002B Bonds and transfers of Series 2002B
Miami: Dmum nt 0. 9595Q 5 02— 74t
Bonds as herein provided. The Bank agrees to maintain the Bond Register while it is Bond
Registrar.
Upon surrender for transfer of any Series 2002B Bond at the corporate trust office of the
Bank the Bank shall, not more than three (3) business days after request and presentation,
register and deliver, in the name of the designated transferee or transferees, one or more new
fully registered Series 2002B Bonds of the same maturity, of any authorized denominations, and
of a like aggregate principal amount. To the extent so provided with respect to the Series 2002B
Bonds, at the option of the Bondholder, Series 2002B Bonds may be exchanged for other Series
2002B Bonds of the same maturity, of any authorized denominations, and of like aggregate
principal amount, upon surrender of the Series 2002B Bonds to be exchanged at the corporate
trust office of the Bank. Whenever any Series 2002B Bonds are to be surrendered for exchange,
the City shall execute and the Bank shall authenticate, register and deliver, the Series 2002B
Bonds which the Bondholder making the exchange is entitled to receive.
All Series 2002B Bonds issued upon any transfer or exchange, after authentication by the
Bank, shall be the valid obligations of the City, evidencing the same debt, and entitled to the
same benefits hereunder and under the Bond Resolution, as the Series 2002B Bonds surrendered
upon such transfer or exchange.
Every Series 2002B Bond surrendered for transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer, the signature on which has been guaranteed by
an officer of a federal or state bank or a member of the National Association of Securities
Dealers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or his
attorney duly authorized in writing, and shall be numbered in order of their authentication by the
Bank. The Bond Registrar may request any supporting documentation necessary to effect a re -
registration.
No service charge shall be made to the Bondholder for any registration, transfer, or
exchange of Series 2002B Bonds, but the City or the Bond Registrar may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be imposed in
connection with any transfer or exchange of Series 2002B Bonds.
SECTION 5.02 Certificates.
In the event that the book -only entry system for the Series 2002B Bonds is terminated,
the City shall provide an adequate inventory of unauthenticated Series 2002B Bond certificates
to facilitate transfers. The Bank covenants that it will maintain any such Series 2002B Bond
certificates in safekeeping and will use reasonable care in maintaining such Series 2002B Bonds
in safekeeping, being not less than the care which it takes in connection with other governments
or corporations for which it serves as registrar, or which it maintains for its own securities.
SECTION 5.03 Form of Bond Register.
The Bank, as Bond Registrar, will maintain the record of the Bond Register in accordance
with the Bank's general practices and procedures in effect from time to time. The Bank shall not
be obligated to maintain such Bond Register in any form other than those which the Bank has
currently available and currently utilizes at the time.
6 02- '741
Miami. Document a: 9595v2
The Bond Register may be maintained in written form or in any other form capable of
being converted into written form within a reasonable time.
SECTION 5.04 List of Bondholders.
The Bank will provide the City, at any time requested by the City, upon payment of any
copying costs, a copy of the information contained in the Bond Register. The City may also
inspect the Bond Register at any time the Bank is customarily open for business, provided that
reasonable time is allowed the Bank to provide an up to -date listing or to convert the information
into written form.
The Bank will not release or disclose the content of the Bond Register to any person other
than to, or at the written request of, an Authorized Officer or employee of the City, except upon
receipt of a subpoena or court order. Upon receipt of a subpoena or court order the Bank will
notify the City so that the City may contest a subpoena or court order.
SECTION 5.05 Return of Cancelled Certificates.
The Bank will surrender to the City, at such reasonable intervals as it determines,
certificates of destruction in lieu of which or in exchange for which other Series 2002B Bonds
have been issued, or which have been paid.
SECTION 5.06 Mutilated, Destroyed, Lost, or Stolen Bonds.
The City hereby instructs the Bank to authenticate and deliver Series 2002B Bonds in
exchange for or in lieu of mutilated, destroyed, lost, or stolen Series 2002B Bonds as long as the
same does not result in an over -issuance, all in conformance with the requirements of the Bond
Resolution.
The Bank will authenticate and deliver a new Series 2002B Bond in exchange for a
mutilated Series 2002B Bond surrendered to it. The Bank will issue a new Series 2002B Bond in
lieu of a Series 2002B Bond for which it received written representation from the Bondholder
that the certificate representing such Series 2002B Bond is destroyed, lost or stolen, without the
surrender or production of the original certificate. The Bank will pay on behalf of the City the
principal of a Series 2002B Bond for which it receives written representation that such Series
2002B Bond is destroyed, lost or stolen following the Stated Maturity of the Series 2002B Bond,
without surrender or production of the original certificate.
The Bank will not issue a replacement Series 2002B Bond or pay such replacement
Series 2002B Bond unless there is delivered to the Bank such security or indemnity as it may
require (which may be by the Bank's blanket bond) to save both the Bank and the City harmless.
On satisfaction of the Bank and the City, the certificate number on the Series 2002B
Bond will be cancelled with a notation on the Bond _ Register that it has been mutilated,
destroyed, lost, or stolen, and a new Series 2002B Bond will be issued of the same series and of
like tenor and principal amount bearing a number (according to the Bond Register) not
contemporaneously outstanding.
7 02- 741
Miami. Dowm m 0 9595v2
The Bank may charge the Bondholder the Bank's reasonable fees and expenses in
connection with issuing a new Series 200213 Bond in lieu of or exchange for a mutilated,
destroyed, lost or stolen Series 2002B Bond.
SECTION 5.07 Surety Bond.
The City hereby accepts the Bank's current blanket bond for lost, stolen or destroyed
certificates and any substantially similar future substitute blanket bond for lost, stolen or
destroyed certificates that the Bank may arrange, and agrees that the coverage under any such
blanket bond is acceptable to it and meets the City's requirements as to security or indemnity.
The Bank need not notify the City of any changes in the bond or other company giving such
bond, or the terms of any'such bond. The blanket bond then utilized by the Bank for the purpose
of lost, stolen or destroyed certificates by the Bank is available for inspection by the City upon
request.
SECTION 5.08 Transaction Information to City.
The Bank will, within a reasonable time after receipt of a written request from the City,
furnish the City information as to the Series 2002B Bonds it has paid pursuant to Section 4.01
hereof, Series 2002B Bonds it has delivered upon the transfer or exchange of any Series 2002B
Bonds pursuant to Section 5.01 hereof, and Series 2002B Bonds it has delivered in exchange for
or in lieu of mutilated, destroyed, lost or stolen Series 2002B Bonds pursuant to Section 5.06
hereof.
ARTICLE 6
THE BANK
SECTION 6.01 Duties Of the Bank.
The Bank undertakes to perform the duties of Paying Agent and Bond Registrar as set
forth herein and in the Bond Resolution and agrees to use reasonable care in the performance
thereof, and in the event of conflict with the Bond Resolution, the terms of the Bond Resolution
shall govern. The Bank hereby agrees to use the funds deposited with it for payment of the
principal of and interest on the Series 2002B Bonds, to pay the Series 2002B Bonds as the same
shall become due and further agrees to establish and maintain all accounts and funds as may be
required for the Bank to function as Paying Agent.
SECTION 6.02 Reliance on Documents, Etc.
(a) The Bank shall not be liable for any error of judgment made in good faith by a
Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the
pertinent facts.
(b) No provisions of this Agreement shall require the Bank to expend or risk its own
funds or otherwise incur any financial liability for performance of any of its duties hereunder, or
in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that
8 u2_. 741,
Miami: Document a� 9595v2
repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is
not assured to it.
(c) The Bank may rely and shall be protected in acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond,
note, security, or other paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties. The Bank shall not be bound to make any investigation
into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report,
notice, request, direction, consent, order, bond, note, security or other paper or document
supplied by the City.
(d) The Bank may consult with counsel and the written advice of such counsel or any
written opinion of counsel shall be full and complete authorization and protection with respect to
any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(e) The Bank may exercise any of its powers hereunder and perform any duties
hereunder either directly or by or through agents or attorneys of the Bank.
SECTION 6.03 Recitals of the City.
The recitals contained herein, in the Bond Resolution and in the Series 2002B Bonds
shall be taken as the statements of the City and the Bank assumes no responsibility for their
correctness.
The Bank shall in no event be liable from its own funds to the City, any Bondholder or
Bondholders of any Series 2002B Bond or any other Person for any amount due on any Series
2002B Bond.
SECTION 6.04 Bank May Hold Series 2002B Bonds.
The Bank, in its individual or any other capacity, may become the owner or pledgee of
Series 2002B Bonds and may otherwise deal with the City with the same rights it would have if
it were not the Paying Agent and Bond Registrar.
SECTION 6.05 Moneys Held by Bank.
Money held by the Bank hereunder shall be segregated from any other funds of the Bank
and the City, and such money shall be held in trust for the benefit of the Bondholders of the
Series 2002B Bonds.
Any money deposited with the Bank for the payment of the principal of or interest on any
Series 2002B Bonds and remaining unclaimed three (3) years following the final maturity of the
Series 2002B Bonds shall be paid by the Bank to the City, and the Bondholder of such Series
2002B Bonds shall thereafter look only to the City for payment thereof, and all liability of the
Bank with respect to such moneys shall thereupon cease.
Miami: Document a 9595v2 02-- 741
SECTION 6.06 Bank Not a Trustee.
Notwithstanding Section 6.05 hereof with respect to the responsibility of the Bank to hold
moneys hereunder in trust, this Agreement shall not be construed to require the Bank to enforce
any remedy which any Bondholder may have against the City during any default or event of
default under any agreement between any Bondholder and the City, including the Bond
Resolution, or to act as trustee for such Bondholder, other than the duty to provide notice of such
events to the Reserve Product Provider and the Bond Insurer and to perform the duties provided
in the Bond Resolution, the Bond Insurance Agreement with respect to payment under the
Municipal Bond Insurance Policy or the Reserve Product.
SECTION 6.07 Bank Not Responsible for Series 2002B Bonds.
The Bank shall not be accountable for the use of any Series 2002B Bonds or for the use
or application of the proceeds thereof.
SECTION 6.08 Interpleader.
The City and the Bank agree that the Bank may seek adjudication of any adverse claim,
demand, or controversy over its person as well as funds on deposit, waive personal service of any
process and agree that service of process by certified or registered mail, return receipt requested,
to the addresses set forth in Section 7.03 hereof shall constitute adequate service. The City and
the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of
competent jurisdiction to determine the rights of any person claiming any interest herein.
ARTICLE 7
MISCELLANEOUS PROVISIONS
SECTION 7.01 Amendment.
This Agreement may be amended only by an agreement in writing signed by both of the
parties hereto.
SECTION 7.02 Assignment.
This Agreement may not be assigned by either party without the prior written consent of
the other.
SECTION 7.03 Notices; Waiver.
Any request, demand, authorization, direction, notice, consent, waiver, or other document
provided or permitted hereby to be given or furnished to the City, the Bank, the Bond Insurer or
the Reserve Product Provider shall be mailed first-class postage prepaid or hand delivered to the
City, the Bank, the Bond Insurer or the Reserve Product Provider, respectively, at the addresses
shown below:
10 02 741
Miami: Document #. 9595v2
City of Miami, Florida
444 S.W. 2nd Avenue, 10`h Floor
Miami, Florida 33130
Attn: City Manager
Wachovia Bank, National Association
Any notice to Bondholders provided by this Agreement of any event shall be sufficiently
given if it is in writing and mailed, first-class postage prepaid, to each Bondholder, at the address
of such Bondholder as it appears in the Bond Register.
In any case where notice to Bondholders is given by mail, neither the failure to mail such
notice nor any defect in any notice so mailed to any particular Bondholder shall affect the
sufficiency of such notice with respect to all other Bondholders. Where this Agreement provides
for notice in any manner, such notice may be waived in writing by the Person entitled to receive
such notice, either before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Bondholders shall be filed with the Bank, but such filing shall not
be a condition precedent to the validity of any action taken in reliance upon such waiver.
SECTION 7.04 Effect of Headings.
The article and section headings herein are for convenience only and shall not affect the
construction hereof.
SECTION 7.05 Successors and Assigns.
All covenants and agreements herein by the parties hereto shall bind their successors and
assigns, whether so expressed or not.
SECTION 7.06 Severability.
In case any provision
legality or enforceability of
impaired thereby.
herein shall be invalid, illegal or unenforceable, the validity,
the remaining provisions shall not in any way be affected or
11 o2-- 741
Miami: Document #: 9595v2
SECTION 7.07 Benefits of Agreement.
Nothing herein, express or implied, shall give to any person, other than the Bondholders
and the parties hereto and their successors hereunder, any benefit or any legal or equitable right,
remedy or claim hereunder.
SECTION 7.08 Entire Agreement.
This Agreement and the Bond Resolution constitute the entire agreement between the
parties hereto relative to the Bank acting as Paying Agent and Bond Registrar, and if any conflict
exists between this Agreement and the Bond Resolution, the Bond Resolution shall govern.
SECTION 7.09 Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which shall constitute one and the same Agreement.
SECTION 7.10 Termination.
Subject to Section 13.02 of the Bond Resolution, this Agreement will terminate on the
date the Bank issues its check or wire transfer for the final payment of principal of, premium, if
any, and interest on the Series 2002B Bonds.
This Agreement may be earlier terminated with or without cause. Upon notice of such
termination, the City reserves the right to appoint a successor Paying Agent and Bond Registrar.
The Bank shall deliver all records and any unclaimed funds to the City or such successor without
a right of set off for any fees, charges or expenses due to the Bank. However, the Bank is entitled
to payment of all outstanding fees and expenses before delivering records to the City. In the
event this Agreement is terminated by giving written notice, then the Bank agrees, upon request
by the City, to give notice by first-class mail to all registered Bondholders and to Bond Insurer
and [Reserve Product Provider] of the name and address of the successor Paying Agent and
Bond Registrar. Expenses for such notice shall be paid by the City.
SECTION 7.11 Governing Law.
This Agreement shall be construed in accordance with and governed by the laws of the
State of Florida.
SECTION 7.12 Indemnification.
To the extent permitted by law, the City agrees to indemnify the Bank for, and to hold it
harmless against, any loss, liability or expense incurred without negligence or willful misconduct
on its part, arising out of or in connection with acceptance or administration of this Agreement,
including the reasonable costs and expenses of defending itself against such claim or liability in
connection with the exercise or performance of any of its powers or duties hereunder.
Notwithstanding any provision in this Agreement, the Bank's rights to immunities and protection
from liability hereunder and its rights to payment of its fees, expenses and indemnities shall
survive the termination of this Agreement.
12 02.-. 741
Miami: Documrnt N: 9393v2
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.
(SEAL)
Attest:
10
(SEAL)
Attest:
10
Name:
Title:
City Clerk
CITY OF MIAMI, FLORIDA
By:
City Manager
APPROVED AS TO FORM
AND CORRECTNESS
10
City Attorney
WACHOVIA BANK, NATIONAL
ASSOCIATION
as Paying Agent and Bond Registrar
13 02- 741
Miami: Document M: 9595v2
EXHIBIT A
Schedule of Paying Agent and Bond Registrar Fees
1. Annual Paying Agent and Bond Registrar Fee - $
2. In addition to the foregoing annual fees, the Paying Agent and Bond Registrar
shall be entitled to reimbursement for its reasonable out-of-pocket costs and disbursements,
including, without limitation, the reasonably fees and expenses of its counsel, associated with the
performance of its duties under the Paying Agent and Registrar Agreement.
Miami: Document N: 9595v2 02 A
$15,000,000*
THE CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS
SERIES 2002B
PURCHASE CONTRACT
The City Commissioners
of the City of Miami, Florida
3500 Pan American Drive
Miami, Florida 33133
Ladies and Gentlemen:
July , 2002
1. UBS PaineWebber Inc. (the "Representative"), Jackson Securities, Inc.,
J.P. Morgan Securities, Inc., Lehman Brothers, Morgan Stanley & Co., Incorporated and
Salomon Smith Barney (collectively, the "Underwriters"), offer to enter into the following
agreement (this "Purchase Contract") with The City of Miami, Florida (the "City"), which
upon the City's acceptance hereof will be binding upon the City and upon the Underwriters.
This offer is made subject to the City's acceptance by execution of this Purchase Contract
and its delivery of same to the Underwriters at or before 5:00 p.m., New York City time,
today.
2. Upon the terms and conditions and upon the basis of the representations,
warranties, covenants and agreements hereinafter set forth, the Underwriters hereby agree to
purchase from the City for offering to the public, and the City hereby agrees to sell and
deliver to the Underwriters for such purpose, all (but not less than all) of the aggregate
principal amount of the City's Special Obligation Non -Ad Valorem Revenue Refunding
Bonds, Series 2002B, dated as of , 2002 (the "Series 2002B Bonds").
The Underwriters agree to pay to the City for the purchase of the Series 2002B Bonds an
amount equal to $ (which represents the par amount of the Series 2002B
* Preliminary, subject to change.
02— 741
Bonds, plus [minus] net Original issue premium [discount] of $ and less an
Underwriters' discount of $ ), plus accrued interest on the Series 2002B Bonds
from , 2002 to the date of delivery of the Series 2002B Bonds, such date
being referred to herein as the "Closing." Such purchase price shall be paid by the
Underwriters to the City at the Closing as described in Section 7 hereof.
3. The Series 2002B Bonds are being issued by the City pursuant to the
Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes,
the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to
Resolution No. of the City adopted by the City Commission of the City on June _,
2002 (the "Resolution"). The Series 2002B Bonds are being issued for the purpose of
(1) refunding all or a portion of the City's outstanding Special Non -Ad Valorem Revenue
Bonds, Series 1994, [(ii) paying the cost of a Reserve Product, if necessary] and (ii) paying
certain costs and expenses incurred in connection with the issuance of the Series 2002B
Bonds, including the premium for a municipal bond insurance policy. The payment of the
principal of, redemption premium, if any, and interest on the Series 2002B Bonds shall be
secured by the Pledged Revenues in the manner and to the extent described in the Resolution.
Payment of the principal of and interest on the Series 2002B Bonds, when due, will be
guaranteed under a policy of municipal bond insurance (the "Policy") to be issued at the
Closing by (the `Bond Insurer"). [A Reserve Product will be purchased in
the amount of $ the Reserve Requirement for the Series 2002B Bonds from the
Reserve Product Provider.]
The Series 2002B Bonds shall be more fully described in the Preliminary Official
Statement, dated June _, 2002, relating to the Series 2002B Bonds, the form of which is
attached to the Resolution. Such Preliminary Official Statement as amended to delete
preliminary language and reflect the final terms of the Series 2002B Bonds, and with only
such changes as shall be approved by the City and the Underwriters, and as amended and
supplemented prior to the Closing, is herein referred to as the "Official Statement." The
Series 2002B Bonds shall mature and bear interest as set forth in Exhibit A attached hereto
and shall be subject to redemption and have all such other terms and provisions, as set forth
in the Resolution and as described in the Official Statement. All terms not otherwise defined
herein shall have the meanings ascribed thereto in the Resolution.
4. Prior to the submission of the offer to purchase the Series 2002B Bonds
pursuant to this Purchase Contract, the Underwriters have provided the City all applicable
disclosure information required by Section 218.385, Florida Statutes, a copy of which is
attached as Exhibit B hereto, and the City, by its acceptance hereof, accepts such disclosure
and agrees that it does not require any further disclosure from the Underwriters prior to the
delivery of the Series 2002B Bonds with regard to the matters set forth in such Section. The
Underwriters agree to make a bona fide public offering of all the Series 2002B Bonds at not
in excess of the initial public offering price (which may be expressed in terms of yield), set
forth in Exhibit A attached hereto. The Series 2002B Bonds may be offered and sold to
2 02- 741
certain dealers (including the Underwriters and other dealers or insti-rations depositing such
Series 2002B Bonds into investment trusts) at a price or prices lower than such public
offering price. The City covenants with the Underwriters to cooperate with it in qualifying
the Series 2002B Bonds for offer and sale under the securities or "Blue Sky" laws of such
states as the Underwriters may request; Qrovided that in no event shall the City be obligated
to take any action which would subject it to general service of process in any state where it is
not now so subject. The Underwriters agree to provide at the Closing a certificate stating the
price at which at least 10% of each maturity of the Series 2002B Bonds have been sold to the
public.
Delivered herewith by the Representative on behalf of the Underwriters is a check
payable to the order of the City in an amount equal to $ . If the City does not
accept the offer made hereby, such check shall be immediately returned to the Underwriters.
If the offer made hereby is so accepted, the City shall, as security for the performance by the
Underwriters of their obligations hereunder, hold such check uncashed until disposed of as
follows:
A. at the Closing, the uncashed check shall be returned by the City to the
Underwriters;
B. in the event the City shall fail to deliver the Series 2002B Bonds at the
date fixed for the Closing, or if the City shall be unable at or prior to the date fixed for the
Closing to satisfy the conditions to the obligations of the Underwriters contained herein, or if
the obligations of the Underwriters shall be terminated for any reason permitted hereby, the
uncashed check shall be returned to the Representative on behalf of the Underwriters on or
prior to the date fixed for the Closing; and
C. if the Underwriters shall fail (other than for a reason permitted hereby)
to accept and pay for the Series 2002B Bonds upon tender thereof by the City as provided
herein, the check shall be retained by the City as and for full liquidated damages for such
failure and for any and all defaults on the part of the Underwriters, and the cashing of such
check shall constitute a full release and discharge of all claims and damages for such failure
and for any and all such defaults.
The following statements are made in satisfaction of the requirements of Section
218.385(2) and (3), Florida Statutes.
The City is proposing to issue the Series 2002B Bonds in the aggregate
principal amount of $ for the purpose of (i) refunding the Refunded
Bonds, [(ii) pay the costs of the Reserve Product for deposit to the Reserve Fund,] and
(ii) paying certain costs of issuance of the Series 2002B Bonds, including the
premium for the Policy. The Series 2002B Bonds are expected to be repaid over, a
period of approximately years, at a true interest cost of approximately
02--' 741
%, resulting in totzl interest payments in the amount of $
being made over the life of the Series 2002B Bonds.
The Series 2002B Bonds are payable from and secured by the Pledged
Revenues (as defined in the Resolution). Authorizing the Series 2002B Bonds will
result in approximately $ (average annual debt service) of City's
moneys not being available to finance other services of the City each year over the
next approximately years; provided the refunding of the Refunded Bonds
will result in debt service savings of % and will result in additional moneys being
available for City services over and above the existing debt service for the Refunded
Bond.
5. Within seven business days of the acceptance hereof by the City, the City shall
cause to be delivered such reasonable number of copies of the final Official Statement as the
Underwriters shall request, which shall be sufficient in number to comply with paragraph
(b)(4) of Rule 15c2-12 of the Securities and Exchange Commission (17 CFR § 240.15c2-12)
under the Securities Exchange Act of 1934 (the "Rule") and with Rules G-32 and G-36 and
all other applicable rules of the Municipal Securities Rulemaking Board (the "MSRB"). The
City hereby authorizes the Underwriters to use and distribute the Resolution and the Official
Statement and the information contained in each such document in connection with the
public offering and the sale of the Series 2002B Bonds. The Underwriters agree that they
will not confirm the sale of any Series 2002B Bonds unless the confirmation of sale is
accompanied or preceded by the delivery of a copy of the Official Statement pursuant to the
rules of the MSRB.
6. The City represents, warrants, covenants and agrees with the Underwriters that:
A. The City is a municipal corporation of the State of Florida duly
organized and existing pursuant to the Constitution, the Charter of the City, and laws of such
State and is authorized and empowered by law, including particularly the Act, to issue the
Series 2002B Bonds and to use the moneys derived from the sale thereof to refund the
Refunded Bonds; to adopt the Resolution, to enter into the Escrow Deposit Agreement; to
accept this Purchase Contract; to issue, sell and deliver the Series 2002B Bonds to the
Underwriters as provided herein; to execute and perform its obligations under a Disclosure
Dissemination Agent Agreement, the form of which is attached to the Preliminary Oficial
Statement as Appendix F (the "Disclosure Agreement"); and to carry out and consummate all
other transactions contemplated by the Official Statement and by each of the aforesaid
documents, agreements and resolutions.
4
02-- 741
B. The City has duly authorized by all appropriate acti-m, and complied
with all provisions of law with which compliance was required on or prior to the date hereof,
including the Act, with respect to the acceptance of this Purchase Contract, the execution and
delivery of the Escrow Deposit Agreement and the Disclosure Agreement; the adoption of
the Resolution; and the sale, execution, issuance and delivery of the Series 2002B Bonds.
Each of the aforementioned agreements, ordinances, resolutions and other instruments
constitute valid and binding obligations of the City enforceable against the City in
accordance with their respective terms, subject to applicable bankruptcy, insolvency and
other laws affecting creditors' rights and remedies and to general principles of equity.
C. When delivered to and paid by the Underwriters in accordance with the
terms of this Purchase Contract and the Resolution, the Series 2002B Bonds will have been
duly and validly authorized, executed, authenticated, issued and delivered and will constitute
legal, valid and binding limited obligations of the City enforceable in accordance with their
terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights
and remedies and to general principles of equity, and will be entitled to the benefits of the
Indenture.
D. The acceptance of this Purchase Contract, the execution and delivery of
the Series 2002B Bonds, the Escrow Deposit Agreement and the Disclosure Agreement; the
adoption of the Resolution; and compliance with the provisions thereof, do not and will not
conflict with, or constitute on the part of the City a violation of, breach of or default under,
any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or
instrument to which the City is a party or by which the City is bound, or, any constitutional
provision or statute of the State of Florida, any order, rule or regulation of any court or
governmental agency or body having jurisdiction over the City or any of its activities or
properties; and all consents of any governmental authority of the State of Florida required in
connection with the issuance or sale of the Series 2002B Bonds by the City have been
obtained; provided, however, that no representation is made concerning compliance with the
Federal securities laws or the securities or "Blue Sky" laws of the various States.
E. Except as described in the Preliminary Official Statement and in the
Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court or governmental agency or body pending or, to the best of its
knowledge, threatened against or affecting the City, nor is there any basis therefor, wherein
an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated by this Purchase Contract, the Escrow Deposit Agreement, the Resolution and
the Disclosure Agreement, or which, in any way, would adversely affect the validity or
enforceability of the Series 2002B Bonds, the Resolution, the Escrow Deposit Agreement or
the Disclosure Agreement, or any agreement or instrument to which the City is a party, used
or contemplated for use in the consummation of the transactions contemplated by this
Purchase Contract, the Disclosure Agreement, the Resolution and the Escrow Deposit
Agreement.
5
02-- 741
F. The City will not take or omit to take any action which action or
omission will in any way cause the proceeds from the sale of the Series 2002B Bonds to be
applied in a manner contrary to that provided for in the Resolution and as described in the
Official Statement.
G. The Preliminary Oficial Statement as of the date thereof and the
Official Statement as of the date hereof (but in both instances not including information in
such documents under the headings "Municipal Bond Insurance" and "Description of the
Series 2002B Bonds — Book -Entry Only System") does not contain any untrue statement of a
material fact or omit to state any material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading. If,
after the date of this Purchase Contract and until the earlier of (i) ninety (90) days from the
end of the "underwriting period" (as defined in SEC Rule 15c2-12) or (ii) the time when the
Official Statement is available to any person from a nationally recognized repository, but in
no case less than 25 days following the end of the underwriting period, any event shall occur
which might or would cause the Official Statement, as then supplemented or amended, to
contain any untrue statement of a material fact or to omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading, the City shall notify the Underwriters thereof, and, if in the opinion of the
Underwriters, such event requires the preparation and publication of a supplement or
amendment to the Official Statement, the City will at its own expense forthwith prepare and
fumish to the Underwriters a sufficient number of copies of an amendment of or supplement
to the Official Statement (in form and substance satisfactory to the Underwriters) which will
supplement or amend the Official Statement so that it will not contain an untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances existing at such time, not misleading.
H. Except as disclosed in the Preliminary Official Statement and in the
Official Statement, the City neither is nor has been in default any time after December 31;
1975, as to principal or interest with respect to an obligation issued by the City.
I. The City has not been notified of any listing or proposed listing by the
Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications
may not be relied upon;.
J. As of its date, the Preliminary Official Statement was deemed "final" by
the City for purposes of 'SEC Rule 15c2 -12(b).
K. The City has, in connection with previous issues of securities,
undertaken in a written certificate for the benefit of holders of such securities, to provide
certain continuing disclosure information in accordance with Rule 15c2 -12(b)(5) of the
6 U2-. 741
Securities and Exchange Commission, and the City has complied with wide is currently in
compliance with each such undertaking.
7. At 1:00 p.m., Eastern time, on July , 2002, or at such other time or on
such earlier or later business day as shall have been mutually agreed upon by the City and the
Underwriters, the City will deliver, or cause to be delivered, through the DTC FAST system
to the Underwriters the Series 2002B Bonds, in fully registered book entry form, duly
executed and authenticated, at a place in New York, New York to be mutually agreed upon
by the City and the Underwriters. Simultaneously, with the delivery of the Series 2002B
Bonds, the City will return the good faith check described in Section 4 hereof to the
Underwriter. The City will deliver, or cause to be delivered, to the Underwriters at such time
and on such date and at a place to be mutually agreed upon by the City and the Underwriters,
the closing documents as provided and described in Section 8 of this Purchase Contract.
Upon compliance with all the terms and provisions and subject to the conditions hereof, the
Underwriters will accept such delivery and pay the purchase price of the Series 2002B Bonds
as set forth in Section 2, in immediately available funds to the order of the Trustee. The
Series 2002B Bonds will be delivered in book -entry -only form and registered in the name of
Cede & Co.
8. The Underwriters have entered into this Purchase Contract in reliance upon the
representations, warranties, covenants and agreements of the City contained herein and to be
contained in the documents and instruments to be delivered at the Closing and upon the
performance by the City of its obligations hereunder, both as of the date hereof and as of the
date of Closing. Accordingly, the obligation of the Underwriters under this Purchase
Contract to purchase and pay for the Series 2002B Bonds shall be subject to the performance
by the City of such obligations at or prior to the Closing, and the obligations hereunder of
each party hereto shall be subject (i) to the performance by the City of the obligations to be
performed at or prior to Closing, (ii) to the accuracy in all material respects of such
representations, warranties, covenants and agreements as of the date hereof and as of the date
of Closing and (iii) to the following conditions:
A. At the time of the Closing, the Escrow Deposit Agreement and the
Disclosure Agreement, shall have been duly executed and delivered by the respective parties
thereto in substantially the same forms as have been previously delivered to the Underwriters
on the date hereof, shall be in full force and effect and shall not have been amended,
modified or supplemented except as may have been agreed to in writing by the Underwriters
and the Resolution shall not have been amended, modified or supplemented, except as may
have been agreed to in writing by the Underwriters.
B. At the time of the Closing, all required official action of the City relating
to the authorization, sale and issuance of the Series 2002B Bonds and the transactions
contemplated thereby and hereby required to be taken by the City on or prior to the date
7
02-- 741
thereof shall be in full force and effec± and shall not have been amended, modified or
supplemented, except as may have been agreed to in writing by the Underwriters.
C. At the time of the Closing, the Series 2002B Bonds shall have been duly
executed and authenticated in accordance with the provisions of the Resolution.
D. At the time of the Closing, the Series 2002B Bonds will be rated, "Aaa"
by Moody's Investors Service, "AAA" by Standard & Poor's Ratings Group ("S&P"), and
"AAA" by Fitch, Inc., which ratings shall be based upon the issuance of the Policy.
E. At or prior to the Closing, the Underwriters shall receive the following
documents:
(i) The Official Statement of the City executed by the City Manager;
(ii) A copy of the Resolution, certified as of the date of the Closing by the
City Clerk as having been duly adopted by the City Commission and as being in full
force and effect and not having been amended, modified or supplemented, except as
may have been agreed to in writing by the Underwriters;
(iii) The approving opinion of Squire, Sanders & Dempsey L.L.P. Bond
Counsel, dated the date of the Closing substantially in the form attached as Appendix
D to the Oficial Statement and addressed (or a separate "reliance letter" addressed) to
the City and the Underwriters;
(iv) The supplemental opinion of Squire, Sanders & Dempsey L.L.P. Bond
Counsel, dated the date of the Closing substantially in the form of Exhibit C attached
hereto;
(v) The opinion of Alejandro Vilarello, Esq., City Attorney, dated the date
of the Closing, substantially in the form of Exhibit D attached hereto;
(vi) The opinion of Counsel to Bond Insurer [and the Reserve Product
Provider], dated the date of the Closing, in form and substance satisfactory to the
Underwriters and addressed (or a separate "reliance letter" addressed) to the City and
the Underwriters;
(vii) An opinion of Counsel to the Escrow Agent regarding the due
authorization, execution and delivery of the Escrow Deposit Agreement, dated the
date of Closing, in form and substance satisfactory to the Underwriters and addressed
to the City and the Underwriters;
8 02-- 741
(viii) An opinion of Bryant, Miller and Olive, P.A., Coral Gable:,, Florida,
and Manuel Alonso-Poch, P.A., Co -Disclosure Counsel, addressed to (or a separate
"reliance letter" addressed to the City and the Underwriters, and dated the date of
Closing, to the effect that with respect to the information in the Official Statement and
based upon said firms' participation in the preparation and review of the Official
Statement and without having undertaken to determine independently the accuracy or
completeness of the contents of the Official Statement, nothing has come to the
attention of said firms that would cause them to believe that the Official Statement
(except for the financial and statistical data contained therein and information relating
to the book -entry -only registration system and the Policy, as to which no opinion need
be expressed) contains an untrue statement of a material fact or omits to state a
material fact necessary in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading;
(ix) A certificate dated the date of Closing of the Mayor and City Manager
to the effect that:
(a) as of such date, except as disclosed in the Official Statement, no
litigation is pending or, to their knowledge, threatened in any court (1)
challenging the creation, organization or existence of the City, or (2) seeking
to restrain or enjoin the issuance or delivery of any of the Series 2002B Bonds,
or the collection of revenues or other moneys pledged to pay the principal of
and interest on the Series 2002B Bonds, or in any way contesting or affecting
the validity of the Series 2002B Bonds, the Resolution or the pledge of the
Pledged Revenues, or contesting the powers of the City to issue the Series
2002B Bonds, to adopt the Resolution, or (iii) in any way contesting or
affecting the validity of this Purchase Contract, the Escrow Deposit
Agreement, the Disclosure Agreement or the Resolution; provided, the
Underwriters may in their sole discretion accept the opinion of the City
Attorney or Bond Counsel in lieu of the certifications required by clauses (1),
(2) and (3), in each case, acceptable in form and substance satisfactory to the
Underwriters, that in the opinion of the Underwriters, all issues raised in any
related or threatened litigation are without substance or the contentions of any
plaintiffs therein are without merit; and
(b) (1) the representations, warranties, covenants and agreements of
the City contained herein are true and correct in all material respects on and as
of the date of the Closing as if made on the date of the Closing; and (2) no
event affecting the City has occurred since the date of the Official Statement
which has not been disclosed therein and which should be disclosed in the
Official Statement for the purpose for which it is to be used or which it is
necessary to disclose therein in order to make the statements and information
therein, in light of the circumstances under which they were made, not
misleading in any material respect;
(x) A certificate of Bond Insurer [and the Reserve Product Provider] in
form and substance satisfactory to the Underwriters verifying the statements and
information relating to Bond Insurer [and the Reserve Product Provider] and the
Policy in the Official Statement;
(xi) A copy of a transcript of all proceedings relating to the authorization,
sale and issuance of the Series 2002B Bonds, including, among other documents,
copies of the Resolution and this Purchase Contract;
(xii) A true and correct copy of the Policy issued by Bond Insurer and a true
and correct copy of the Reserve Product [provided by the Reserve Product Provider];
(xiii) An executed Disclosure Agreement of the City, substantially in the form
provided therefor in Appendix F to the Official Statement;
(xiv) Verification by a nationally recognized firm of certified public
accountants acceptable to the Underwriters, the City and Bond Counsel as to the
accuracy of the cash sufficiency calculation of the escrow account with respect to the
Refunded Bonds.
(xv) An executed copy of the Escrow Deposit Agreement by and between
the City and the Escrow Agent; and
(xvi) Such additional legal opinions, certificates instruments and other
documents as the Underwriters may reasonably request.
If the obligations of the Underwriters shall be terminated for any reason permitted by
this Purchase Contract, this Purchase Contract shall terminate and the Underwriters shall be
under no further obligation hereunder, except as set forth in Section 10 hereof.
9. The Underwriters may terminate this Purchase Contract by notifying the City
of their election to do so if, after its execution and prior to the Closing, the market price or
marketability, at the initial offering price set forth herein, of the Series 2002B Bonds shall
have been materially adversely affected, in the reasonable judgment of the Underwriters, by
reason of any of the following:
A. Legislation enacted by the Congress or recommended to the Congress
for passage by the President of the United States, or favorably reported for passage to either
House of the Congress by any committee of such House to which such legislation has been
referred for consideration, or a decision rendered by a court established under Article III of
to 02--."741
the Constitution of the United States or by the Tax Court of the United States, or a. c-rder,
ruling, regulation (final, temporary or proposed) or official statement or pronouncement
issued or made:
(i) By or on behalf of the Treasury Department of the United States or the
Internal Revenue Service or other governmental agency having jurisdiction over the
subject matter, with the purpose or effect, directly or indirectly, of imposing federal
income taxation upon such revenues as would be received by the City or the Paying
Agent or upon such interest as would be received by the owners of the Series 2002B
Bonds or which would have the effect of changing, directly or indirectly, the federal
income tax consequences with respect to the owners of the Series 2002B Bonds; or
(ii) By or on behalf of the Securities and Exchange Commission, or any
other governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Series 2002B Bonds,, including any or all
underlying security, are not exempt from registration under the Securities Act of
1933, as amended, or that the Resolution is not exempt from qualification under the
Trust Indenture Act of 1939, as amended.
B. The occurrence of any new outbreak of hostilities or any national or
international calamity or crises, including a financial crises, or any escalation of activities
involving the military forces of the United States, the effect of which on the financial markets
or the government of the United States is such as, in the reasonable judgment of the
Underwriters in consultation with the City, would materially adversely affect the market for
or market price of the Series 2002B Bonds (it being agreed to by the parties hereto that no
such hostilities, calamity or crisis was occurring as of the date hereof which had a material
effect upon the marketability of the Series 2002B Bonds).
C. The declaration of a general banking moratorium by federal, New York
or Florida authorities, or the general suspension of trading on the New York Stock Exchange.
D. The imposition by the New York Stock Exchange or any governmental
authority of any material restrictions not now in force with respect to the Series 2002B Bonds
or obligations of the general character of the Series 2002B Bonds or securities generally, or
the material increase of any such restrictions now in force, including those relating to the
extension of credit by, or the charge to the net capital requirements of, underwriters.
E. An order, decree or injunction of any court of competent jurisdiction, or
order, ruling, regulation or official statement by the Securities and Exchange Commission, or
any other governmental agency having jurisdiction of the subject matter, issued or made to
the effect that the issuance, offering or sale of obligations of the general character of the
Series 2002B Bonds or the issuance, offering or sale of the Series 2002B Bonds, including
11
02- 741
any underlying obligations, as contemplated hereby or by the Official Statement, is or would
be in violation of the federal securities laws as amended and then in effect.
F. The withdrawal or downgrading of the rating of any bonds supported by
an insurance policy of the Bonds Insurer.
G. The President of the United States, the Office of Management and
Budget, the Department of Treasury, the Internal Revenue Service or any other governmental
body, department, agency or commission of the United States or the State of Florida shall
take or propose to take any action or implement or propose regulations, rules or legislation
which, in the reasonable judgment of the Underwriters, materially adversely affects the
market price of the Series 2002B Bonds or causes the Official Statement to contain an untrue
statement of a material fact or to omit to state a material fact which is necessary in order to
make the statements therein, in light of the circumstances under which they are made, not
misleading in any material respect.
H. Any executive order shall be announced, or any legislation, ordinance,
rule or regulation shall be proposed by or introduced in, or be enacted by any governmental
body, department, agency or commission of the United States or the State of Florida or the
State ofNew York, having jurisdiction over the subject matter, or a decision by any court of
competent jurisdiction within the United States or, within the State of Florida or the State of
New York shall be rendered which, in the reasonable judgment of the Underwriters,
materially adversely affects the market price of the Series 2002B Bonds or causes the
Official Statement to be misleading in any material respect.
I. Bond Insurer's Commitment to insure the Series 2002B Bonds shall
have been repudiated by the Bond Insurer or any litigation or proceeding shall be pending or
threatened questioning the validity or enforceability thereof or seeking to enjoin performance
thereunder or the Underwriters or the City shall have received notice from [Insurer] that it
will be unable to perform under the Policy.
J. An adverse ruling in the pending litigation described in the Official
Statement under the heading "LITIGATION," which materially impairs the ability of the
City to make payment on the Series 2002B Bonds.
K. Any event occurring, or information becoming known which, in the
reasonable judgment of the Underwriters, makes untrue in any material respect any statement
or information contained in the Official Statement, or has the effect that the Official
Statement contains any untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading.
12 02- 741
10. The Underwriters shall be under no obligation to pay any expenses incident to
the performance of the City's obligations hereunder, including but not limited to (A) the cost
of printing and preparation for printing or other reproduction of the Preliminary Official
Statement and the Official Statement, (B) the cost of printing and preparation for printing or
other reproduction or recording or filing or publishing (or paying any tax, fee or other
governmental charge with respect thereto) of any document or instrument referred to herein,
(C) the cost of preparation, printing, execution, safekeeping, transportation and delivery to
the Underwriters of the Series 2002B Bonds, (D) the fees and disbursements of Bond
Counsel, Disclosure Counsel, Counsel to the City, Counsel to Bond Insurer, [Counsel to the
Reserve Product Provider], the Escrow Agent and any other experts or consultants retained
by the City, (E) the fees and expenses of the City under the Resolution, (F) all fees and costs
of, Moody's Investors Service, S&P and Fitch, Inc. for issuing the ratings for the Series
2002B Bonds, and (G) the cost of the premium for the Policy.
The Underwriters shall pay all sale, "Blue Sky" fees and disbursements of Counsel to
the Underwriters and advertising expenses in connection with the public offering of the
Series 2002B Bonds.
11. Any notice or other communication to be given to the City under this Purchase
Contract may be given by delivering the same in writing in person or by certified or
registered mail, return receipt requested, at its address set forth above, addressed Attention:
City Clerk. Any notice or other communication to be given to the Underwriters under this
Purchase Contract may be given by delivering the same in person or be certified or registered
mail, return receipt requested, to UBS PaineWebber Inc., 200 South Orange Avenue, Suite
2200, Orlando, Florida 32801, Attention: Phillip Brown. 'All notices or communications
hereunder by any party shall be given and served upon each other party.
12. This Purchase Contract shall constitute the entire agreement between the City
and the Underwriters and is made solely for the benefit of the City and the Underwriters. No
other person shall acquire or have any rights hereunder or by virtue hereof. All
representations, warranties, covenants and agreements of the City in this Purchase Contract
shall remain operative and in full force and effect, regardless of (a) any investigation made
by or on behalf of the Underwriters, and (b) the delivery of any payment for the Series 2002B
Bonds hereunder.
13. This Purchase Contract may be amended only by an agreement in writing
between the City and the Underwriters.
14. The validity, interpretation and performance of this Purchase Contract shall be
governed by the laws of the State of Florida.
[The remainder of this page is intentionally left blank]
13
02- 741
15. This Purchase Contract may be executed in any number of counterparts, each
of which so executed and delivered shall constitute an original and all together shall
constitute but one and the same instrument.
UBS PAINEWEBBER INC.,
as Representative of the Underwriters
Authorized Signatory
Accepted this day of July, 2002 by and on behalf of The City of Miami,
Florida, pursuant to the provisions of the Resolution.
ATTEST:
By:
City Clerk
Approved as to Form
and Correctness
By:
City Attorney
THE CITY OF MIAMI, FLORIDA
City Manager
14 02 741
EXHIBIT A
$15,000,000*
THE CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS
SERIES 2002B
TERMS OF SERIES 2002B BONDS
Maturity Date Principal Amount Interest Rate Yield
Mandatory Redemption
The Series 2002B' Bonds maturing on 1, will be subject to mandatory
redemption prior to maturity, by lot, in such manner as the Registrar may deem appropriate,
at a redemption price equal to par plus accrued interest to the redemption date, on September
* Preliminary, subject to change.
A-1 02" 741
1, and on each September 1 thereafter, from moneys deposited in the Sinking Fund, in
the following principal amounts in the years specified:
Year
Principal
Amount
A-2
U2 741
EXHIBIT B
$15,000,000*
THE CITY OF MIAMI, FLORIDA
SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS
SERIES 2002B
DISCLOSURE STATEMENT
July , 2002
The City Commissioners
of The City of Miami, Florida
Miami, Florida 33133
Ladies and Gentlemen:
In connection with the proposed issuance by The City of Miami, Florida (the "City")
of the principal amount of the bonds referred to above (the "Series 2002B Bonds"), UBS
PaineWebber Inc., Jackson Securities, Inc., J.P. Morgan Securities, Inc., Lehman Brothers,
Morgan Stanley & Co., Incorporated and Salomon Smith Barney (collectively, the
"Underwriters"), have agreed to underwrite a public offering of the Series 2002B Bonds.
Arrangements for underwriting the Series 2002B Bonds will include a Purchase Contract
between the City and the Underwriters, which will embody the negotiations in respect
thereof.
The purpose of this letter is to finish, pursuant to the provisions of Section
218.385(6), Florida Statutes, certain information in respect of the arrangement contemplated
for the underwriting of the Series 2002B Bonds, as follows:
(a) The nature and estimated amount of expenses to be incurred by the
Underwriters in connection with the purchase and reoffering of the Series 2002B Bonds are
set forth on Schedule B-1 attached hereto.
(b) No person has entered into an understanding with the Underwriters for any paid
or promised compensation or valuable consideration, directly or indirectly, expressly or
implied, to act solely as an intermediary between the City and the Underwriters or to exercise
* Preliminary, Subject to change.
. B-1 02-- 741
or attempt to exercise any influence to effect any transaction in the purchase of the Series
2002B Bonds.
(c) The amount of underwriting spread expected to be realized is as follows:
Per $1,000 Bond Dollar Amount
Takedown
Management Fee
Underwriting Risk
Underwriters' Expenses*
Total Underwriting Spread
(d) No other fee, bonus or other compensation has or will be paid by the
Underwriters in connection with the issuance of the Series 2002B Bonds to any person not
regularly employed or retained by the Underwriters (including any "finder," as defined in
Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be
incurred and paid by the Underwriters, as set forth in Schedule B-1.
(e) The names and addresses of the Underwriters are:
UBS PaineWebber Inc.
200 South Orange Avenue, Suite 2200
Orlando, Florida 32801
Salomon Smith Barney
110 E. Broward Boulevard, Suite 1850
Ft. Lauderdale, Florida 33301
Morgan Stanley & Co., Incorporated
Sun Bank Center
200 S. Orange Avenue, Suite 1440
Orlando, Florida 32801
Jackson Securities, Inc.
801 Brickell Avenue, Suite 934
Miami, Florida 33131
* Underwriters are responsible for to paying the fees of Edwards & Angell, LLP in the amount of $ for
professional services rendered to the Underwriters, which fees are to be paid from Underwriters' funds and will not
be derived from bond proceeds.
II
02 74.E
Lehman Brothers
1111 Brickell Avenue
Miami, Florida 33131
J.P. Morgan Securities, Inc.
5201 Blue Lagoon Drive
Suite 889, 8'�' Floor
Miami, Florida 33126
We understand that you do not require any further disclosure from the Underwriters,
pursuant to Section 218.385(4), Florida Statutes.
UBS PAINEWEBBER INC., on behalf of itself
and as Representative of the
Underwriters
Authorized Signatory
B-3
02- 741
SCHEDULE B-1
UNDERWRITERS' EXPENSES*
$/1000 Amount
Dalcomp/Dalnet Fee
Other Expenses
BMA Fee
Interest on Day Loan
Travel Expenses
CUSIP Fee
DTC Fee
Total
* Underwriters are responsible for to paying the fees of Edwards & Angell, LLP in the amount of $ for
professional services rendered to the Underwriters, which fees are to be paid from Underwriters' funds and will not be
derived from bond proceeds.
B-4
02- 741
EXHIBIT C
[Form of Supplemental Bond Counsel Opinion]
(LETTERHEAD OF BOND COUNSEL)
July , 2002
UBS PaineWebber Inc.
Orlando, Florida, as Representative
of the Underwriters
Re: $ The City of Miami, Florida Special Obligation
Non -Ad Valorem Revenue Refunding Bonds, Series 2002B
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance on this date of the
obligations described above (the "Series 2002B Bonds"). This opinion is being delivered as
the "supplemental opinion" of Bond Counsel pursuant to the Purchase Contract, dated
July _, 2002; all terms used herein shall have the meanings assigned thereto in said
Purchase Contract.
It is our opinion that:
1. The Purchase Contract has been duly authorized, executed and delivered by the
City and, assuming due authorization, execution and delivery by the Underwriters, is valid
and binding upon the City, subject to any applicable bankruptcy, reorganization, moratorium,
liquidation, readjustment of debt, insolvency or other similar laws affecting creditors' rights
and remedies generally heretofore or hereafter enacted to the extent constitutionally
applicable, and subject to the exercise of judicial discretion in appropriate cases in
accordance with general principles of equity.
C-1 0 2- 741
2. The City has duly adopted the Resolution and authorized or rarified (i) the
execution, delivery and performance by the City of the Escrow Deposit Agreement and the
Disclosure Agreement, and (ii) the execution, delivery and distribution of the Official
Statement, and (iii) the taking of any and all such action as may be required on the part of the
City to carry out, give effect to and consummate the transactions contemplated by the
aforesaid agreements and instruments.
3. The Resolution and the Escrow Deposit Agreement constitute legal, valid and
binding special obligations of the City enforceable in accordance with their respective terms,
except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or
other laws affecting creditors' rights generally and to general principles of equity.
4. The Series 2002B Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended and the Resolution is exempt from qualification under the
Trust Indenture Act of 1939, as amended.
5. The Series 2002B Bonds are exempt from registration under the Securities Act
of 1933, as amended and the Resolution is exempt from qualification as an indenture under
the Trust Indenture Act of 1939.6. The statements contained in the Official Statement under
the headings "Introduction," "Purpose of the Issue," "The Refunding Plan" and "Description
of the Series 2002B Bonds" (excluding information relating to DTC and its book -entry only
registration system), "Security and Source of Payment for the Series 2002B Bonds" and
"Continuing Disclosure," "APPENDIX B Form of Bond Resolution," excluding any
financial, statistical or demographic information therein, insofar as the same purport to
describe the Resolution, the Escrow Deposit Agreement, the Disclosure Agreement, the
Series 2002B Bonds or the Act, and the statements contained in the Official Statement under
"Tax Matters," insofar as the same purport to describe the Internal Revenue Code of 1986, as
amended, fairly and accurately present the information purported to be described therein.
7. Upon issuance of the Series 2002B Bonds and deposit of the moneys and
securities as described in the Escrow Deposit Agreement, the Refunded Bonds under
Resolution Nos. adopted by the City on and , respectively,
pursuant to which the Refunded Bonds were issued shall be deemed paid and shall cease to
be entitled to any lien, benefits or security under the respective Refunded Bond Resolutions,
and all covenants, agreements and other obligations of the City to the holders of the
Refunded Bonds will cease, terminate and become void and be discharged and satisfied. In
rendering this opinion we have relied upon the Verification Report(s) as to the adequacy of
the maturing principal of and interest on the securities to be acquired with a portion of the
proceeds of the Series 2002B Bonds to pay the principal of, redemption premium, if any, and
interest on the Refunded Bonds.
Respectfully submitted,
C-2
U - 741
EXHIBIT D
[Form of City Attorney's Opinion]
(LETTERHEAD OF CITY ATTORNEY'S OFFICE)
July _, 2002
UBS PaineWebber Inc.
Orlando, Florida,
as Representative of
the Underwriters
Re: $ The City of Miami, Florida Special Obligation
Non -Ad Valorem Revenue Refunding Bonds, Series 2002B
Ladies and Gentlemen:
This opinion is being delivered as the opinion of the City Attorney pursuant to the
Purchase Contract, dated June , 2002, relating to the above-described Series 2002B
Bonds. All terms used herein shall have the meanings assigned thereto in said Purchase
Contract.
I am of the opinion that:
1. The City is a municipal corporation of the State of Florida duly organized and
validly existing under its charter, the Constitution and laws of the State of Florida.
2. The City has and had, as the case may be, full legal right, power and authority
to (a) pledge the Pledged Revenues in the manner described in the Official Statement; (b)
issue the Series 2002B Bonds, for the purpose of refunding the Refunded Bonds, in the
manner contemplated by the Resolution, the Escrow Deposit Agreement and the Oficial
Statement; (c) secure the Series 2002B Bonds in the manner contemplated by the Oficial
Statement and the Resolution; (d) execute and deliver the Purchase Contract, the Escrow
Deposit Agreement and the Disclosure Agreement; (e) deliver the Series 2002B Bonds to the
Underwriters as provided in the Purchase Contract; and (f) carry out and consummate all
other transactions contemplated by the aforesaid agreements and instruments, and the City
has complied with all provisions of applicable law in all matters relating to such transactions
required to be followed on or prior to the date hereof.
H -t 02- 7 41
3. The City has duly adopted the Resolution and has duly, authorized or ratified,
as the case may be (a) the execution, delivery and performance of the Purchase Contract, the
Disclosure Agreement, the Escrow Deposit Agreement and the Series 2002B Bonds, (b) the
delivery and distribution of the Preliminary Official Statement and the Official Statement, as
well as the execution of the Official Statement, and (c) the taking of any and all such action
as may be required on the part of the City to carry out, give effect to and consummate the
transactions contemplated by the aforesaid agreements and instruments.
4. The Purchase Contract, Disclosure Agreement and Escrow Deposit Agreement
(the "Financing Documents") have each been duly authorized, executed and delivered by the
City and each of such documents constitute legal, valid and binding obligations of the City
enforceable in accordance with its respective terms, except as the enforcement thereof may
limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights
generally or by general principles of equity.
5. All approvals; consents and orders of and filings with any governmental
authority or agency which would constitute a condition precedent to the issuance of the
Series 2002B Bonds or the execution and delivery of or the performance by the City of its
obligations under the Financing Documents have been obtained or made and any consents,
approvals and orders so received or filings so made are in full force and effect; provided,
however, that no representation is made concerning compliance with the federal securities
laws or the securities or blue sky laws of the various states or concerning approvals, consents
or orders not required on or prior to the date hereof in order for the City to refund the
Refunded Bonds.
6. The authorization, execution, delivery and performance of the Financing
Documents and any other agreement or instrument to which the City is a party, used or
contemplated for use in the consummation of the transactions contemplated by the Official
Statement or the Financing Documents and compliance with the provisions of each such
instrument, do not and will not conflict with, or constitute or result in a violation or breach of
or a default under, the Constitution of the State of Florida, or any existing law, administrative
regulation, rule, decree or order, state or federal, or, a material provision of any agreement,
indenture, mortgage, lease, note or other agreement or instrument to which the City or its
properties or any of the officers of the City as such is subject.
7. Except as described in the Official Statement, no litigation or other proceedings
are pending, or to my knowledge threatened, before or by any court, government agency,
public board or body for which the City has received notice (a) restraining or enjoining, or
seeking to restrain or enjoin, the authorization, sale, execution, or delivery of any of the
Series 2002B Bonds, or (b) in any way questioning or affecting the validity of any provision
of the Financing Documents, or (c) in any way questioning or affecting the validity of any of
the proceedings or authority for the authorization, sale, execution or delivery of the Series
H-2
02- 741
2002B Bonds, or of any provision, program or transactions made or authorized for their
payment, or (d) questioning or affecting the organization or existence of the City or the title
of any of its officers to their respective offices, or (e) questioning or affecting the power or
authority of the City to refund the Refunded Bonds or (f) questioning or affecting the power
of the City to fix, revise and collect the moneys and revenues pledged to the payment of the
Series 2002B Bonds.
8. The statements contained in the Official Statement under the headings
"Introduction," "Purpose of the Issue," "The Refunding Plan," "Security and Source of
Payment for the Series 2002B Bonds," "The City of Miami," "Litigation," "Disclosure
Required by Florida Blue Sky Regulations" and "APPENDIX A General Information
Regarding the City of Miami" (excluding any financial, statistical or demographic
information therein) constitute fair and accurate descriptions of the legal matters, agreements
and ordinances relating to the City which are referred to therein.
9. With respect to the information contained in the Official Statement and based
upon my review of the Official Statement as City Attorney and without having undertaken to
determine independently the accuracy or completeness of the contents of the Official
Statement, I have no reason to believe that the information contained in the Official
Statement relating to legal matters affecting the City contains any untrue statement of a
material fact or omits to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not misleading.
Respectfully submitted,
H-3 02- 7 41
BMO Draft #2
6/17/02
Electronic Distribution of the Preliminary Official Statement Disclaimer Language
$13,500,000*
THE CITY OF MIAMI, FLORIDA
Special Obligation Non -Ad Valorem Revenue Refunding Bonds
Series 2002B
DISCLAIMER
Electronic access to the following Preliminary Official Statement (including the information incorporated by
reference) is being provided to you as a matter of convenience only. The only official version of the Preliminary Official
Statement is the printed version available for physical delivery. Although the information contained in the following
Preliminary Official Statement has been formatted in a manner which should exactly replicate the printed Preliminary
Official Statement, physical appearance may differ for various reasons, including electronic communication difficulties or
particular user equipment. In order to assure accuracy, users should obtain a copy of and refer to the printed Preliminary
Official Statement. The user of this Preliminary Official Statement assumes the risk of any discrepancies between the
printed Preliminary Official Statement and the electronic version of this document.
Copies of the printed Preliminary Official Statement may be obtained from:
UBS PaineWebber Inc.
200 South Orange Avenue, Suite 2200
Orlando, Florida 32801
Tel: (407) 648-0150
Email: pnbrown@ubspw.com
Attention: Phillip Brown
This Preliminary Official Statement and the information contained herein are subject to completion or amendment
without notice. The posting of this Preliminary 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 securities described in the Preliminary Official Statement in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
By clicking on the hyperlink at the bottom of this page and accessing the following Preliminary Official
Statement, you will have been deemed to have (i) accepted the provisions of this page, (ii) agreed not to print the
Preliminary Official Statement except in its entirety, and (iii) consented to the electronic transmission of the Preliminary
Official Statement.
*Preliminary, subject to change.
02— 17AI
PRELImE[NARY OFFICIAL STATEMENT DATED JUNE , 2002
NEW ISSUE — BOOK ENTRY ONLY Insured Ratings:
Standard and Poor's:
Moody's:
Fitch:
(See "Ratings" herein)
In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law (i) assuming continuing
compliance with certain covenants and the accuracy of certain representations, interest on the Series 2002B Bonds is
excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals and corporations, and (ii) the Series 2002B Bonds and the
income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter
198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as
amended. Interest on the Series 2002B Bonds may be subject to certain federal taxes imposed only on certain
corporations, including the corporate alternative minimum tax on a portion of that interest. For a more complete
discussion of the tax aspects, see "TAX MATTERS" herein.
$13,500,000*
THE CITY OF MIAMI, FLORIDA
Special Obligation Non -Ad Valorem Revenue Refunding Bonds
Series 2002B
Dated: 1, 2002
September 1, as shown below
lk
The Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2002B (the "Series 2002B Bonds")
are being issued by The City of Miami, Florida (the "City") pursuant to the Constitution and laws of the State of Florida,
including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the
"Act") and pursuant to Resolution No. of the City adopted by the City Commission of the City on June 27,
2002 (the "Resolution").
The Series 2002B Bonds are being issued for the purpose of (i) refunding all or a portion of the City's
outstanding $18,000,000 Special Non -Ad Valorem Bonds, Series 1994 on an advance refunding basis, [(ii) funding a
reserve fund] and (iii) paying certain costs and expenses incurred in connection with the issuance of the Series 2002B
Bonds, including the premium for a municipal bond insurance policy [and a reserve fund policy]..
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 2002B Bonds are being issued by 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"). Individual
purchases will be made in book -entry form only through Participants (defined herein) in denominations of $5,000 and
integral multiples thereof. Purchasers of the Series 2002B Bonds (the `Beneficial Owners") will not receive physical
delivery of certificates. Transfers of ownership interests in the Series 2002B Bonds will be effected by the DTC book -
entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and
interest payments will be made directly to such registered owner which will in turn remit such payments to the
Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2002B
Bonds is payable semi-annually on each March 1 and September 1, commencing September 1, 2002. Principal of,
premium, if any, and interest on the Series 2002B Bonds will be payable by , as
Paying Agent and Registrar.
*Preliminary, subject to change.
02- 741
The Series 2002B Bonds are not subject to redemption prior to maturity.
The scheduled payment of principal of and interest on the Series 2002B Bonds when due will be guaranteed by a
municipal bond insurance policy to be issued concurrently with the delivery of the Series 2002B Bonds by
(the "Insurer").
[Insert Logo]
The Series 2002B 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 Squire, Sanders & Dempsey L.L.P., Miami, Florida, Bond
Counsel. Certain legal matters will be passed upon for the City by Alejandro Yilarello, Esq., City Attorney and by
Bryant, Miller and Olive, P.A., Coral Gables, Florida and Manuel Alonso-Poch, P.A., Coral Gables, Florida, Co -
Disclosure Counsel to the City. Stifel, Nicolaus & Company Incorporated Hanifen, Imhoff Division is serving as
Financial Advisor to the City. It is expected that the Series 2002B 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 2002.
UBS PAINEWEBBER INC.
JACKSON SECURITIES INC.
JPMORGAN
LEHMAN BROTHERS
MORGAN STANLEY & CO., INCORPORATED
SALOMON SMITH BARNEY
Dated: , 2002
*Preliminary, subject to change.
U2 741
THE CITY OF MIAMI, FLORIDA
MAYOR
Manuel A. Diaz
CITY COMMISSIONERS
Tomas P. Regalado, Chairman
Johnny L. Winton, Vice Chairman
Angel Gonzalez
Joe M. Sanchez
Arthur E. Teele, Jr.
CITY MANAGER
Carlos A. Gimenez
ASSISTANT CITY MANAGER
Robert J. Nachlinger, CPA
FINANCE DIRECTOR
Scott Simpson, CPA
CITY ATTORNEY
Alejandro Vilarello, Esq.
BOND COUNSEL
Squire, Sanders & Dempsey L.L.P.
Miami, Florida
CO -DISCLOSURE COUNSEL
Bryant, Miller and Olive, P.A.
Coral Gables, Florida
Manuel Alonso-Poch, P.A.
Coral Gables, Florida
FINANCIAL ADVISOR
Stifel, Nicolaus & Company Incorporated
Hanifen, Imhoff Division
Winter Park, Florida
*Preliminary, subject to change.
02- 741
SERIES 2002B BONDS
MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND CUSIP NUMBERS
$ SERIAL BONDS
Maturity Initial
(September 1) Amount Interest Rate Yield CUSIP Number
2002 $
2003
2004
2005
2006
2007
2008
*Preliminary, subject to change.
U2-.. 741
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 20071? 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. 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 2002B 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, the Insurer, 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, and
neither the delivery of this Official Statement nor any sale made hereunder shall create, under any circumstances, any
implication that there has been no change in the matters described herein since the date hereof.
IN CONNECTION WITH THIS OFFERING OF THE SERIES 2002B BONDS, THE UNDERWRITERS MAY
OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF SUCH
SERIES 2002B BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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 2002B Bonds are qualified in their entirety by reference to the
form thereof included in the aforesaid documents and agreements.
Other than with respect to information concerning ( the "Insurer") contained under the
caption "MUNICIPAL BOND INSURANCE" and "APPENDIX E - SPECIMEN MUNICIPAL BOND INSURANCE
POLICY" attached hereto, none of the information supplied in this Preliminary Official Statement has been supplied or
verified by the Insurer and the Insurer makes no representation or warranty, express or implied, as to (i) the accuracy or
completeness of such information, (ii) the validity of the Series 2002B Bonds, or (iii) the tax exempt status of the interest
on the Series 2002B Bonds.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2002B BONDS HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") 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 2002B BONDS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PRELINIINARY OFFICIAL STATEMENT. ANY REPRESENTATION TO THE
CONTRARY MAY BE A CRIMINAL OFFENSE.
*Preliminary, subject to change.
02- 741
TABLE OF CONTENTS
Contents - page
INTRODUCTION......................................................................................................................................................... 1
PURPOSEOF THE ISSUE.......................................................................................................
2
THEREFUNDING PLAN........................................................................................................
2
ESTIMATED SOURCES AND USES OF FUNDS...........................................................................
3
DEBTSERVICE SCHEDULE................................................................................................... 4
DESCRIPTION OF THE SERIES 2002B BONDS............................................................................
5
General.......................................................................................................................
5
Book -Entry Only System..................................................................................................
5
Redemption..................................................................................................................
7
Registration, Transfer and Exchange....................................................................................
7
Replacement of Bonds Mutilated, Destroyed, Stolen or Lost ........................................................
8
MUNICIPAL BOND INSURANCE.............................................................................................
8
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2002B BONDS ....................................
9
GENERAL INFORMATION REGARDING CITY AND COVENANT REVENUES................................11
THECITY OF MIAMI...........................................................................................................20
Background...'
20
CityGovernment............................................................................ • .............................
21
ISSUES RELATED TO FINANCIAL EMERGENCY......................................................................21
Background.................................................................................................................
21
Appointment of Financial Oversight Board............................................................................22
Securities and Exchange Commission Actions........................................................................
23
CURRENT FINANCIAL STATUS OF THE CITY.........................................................................23
Adoption of Financial Integrity and Anti -Deficiency Ordinances ..................................................
23
Adoption of Five Year Financial Plan..................................................................................24
Adoption of Investment Policy..........................................................................................
24
Adoption of Debt Management Policy.................................................................................25
Capital Improvement Plan...............................................................................................26
InformationTechnology..................................................................................................
26
Fiscal and Accounting Procedures......................................................................................
26
GASB34....................................................................................................................26
GeneralFund...............................................................................................................27
LIABILITIESOF THE CITY...................................................................................................29
Insurance Considerations Affecting the City ..........................................................................29
Ability to be Sued, Judgments Enforceable............................................................................30
Indebtednessof the City ..................................................................................................
31
DirectDebt.................................................................................................................
31
OtherObligations........................................................................................ • . • ...............
32
FUTURE BORROWINGS.......................................................................................................32
LEGALMATTERS...............................................................................................................
33
LITIGATION......................................................................................................................33
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS..............................................34
TAXMATTERS...................................................................................................................
34
General......................................................................................................................
34
Original Issue Discount and Original Issue Premium................................................................
33
RATINGS...........................................................................................................................
35
FINANCIALADVISOR.........................................................................................................36
AUDITED FINANCIAL STATEMENTS.....................................................................................
36
UNDERWRITING................................................................................................................36
02 741
VERIFICATION OF ARITHMETICAL COMPUTATIONS..............................................................36
CONTINGENTFEES...................................................................... ............. .................36
ENFORCEABILITY OF REMEDIES.........................................................................................36
CONTINUING DISCLOSURE..................................................................................................37
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT..................................................37
FORWARD-LOOKING STATEMENTS....................................................................................... 37
MISCELLANEOUS............................................................................................................... 38
AUTHORIZATION OF OFFICIAL STATEMENT............................................................................
ii
02- 741
38
APPENDICES
APPENDIX A:
GENERAL INFORMATION REGARDING THE CITY OF MIAMI
APPENDIX B:
FORM OF THE BOND RESOLUTION
APPENDIX 0
GENERAL PURPOSE AUDITED FINANCIAL STATEMENTS OF THE CITY OF MIAMI
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2001
APPENDIX D:
FORM OF BOND COUNSEL OPINION
APPENDIX E:
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
APPENDIX F:
FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT
� � 741
EILHIBIT C
MATERIAL EVENT NOTICE COVER SHEET
This cover sheet and material event notice should be sent to the Municipal Securities Rulemaking
Board or to all Nationally Recognized Municipal Securities Information Repositories, and the State Information
Depository, if applicable, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D).
Issuer's and/or Other Obligated Person's Name:
Issuer's Six -Digit CUSIP Number:
or Nine -Digit CUSIP Number(s) of the bonds to which this material event notice relates:
Number of pages of attached material event notice:
Description of Material Events Notice (Check One):
1. _Principal and interest payment delinquencies
2. —Non -Payment related defaults
3. _Unscheduled draws on debt service reserves reflecting financial difficulties
4. _Unscheduled draws on credit enhancements reflecting financial difficulties
5. _Substitution of credit or liquidity providers, or their failure to perform
6. _Adverse tax opinions or events affecting the tax-exempt status of the security
7. _Modifications to rights of securities holders
8. Bond calls
9. _Defeasances
10. _Release, substitution, or sale of property securing repayment of the securities
11. _Rating changes -
12. _Failure to provide annual financial information as required
13. Other material event notice (specify)
I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly:
Signature:
Name: .......................................................
Title: ........................................................
Employer: Digital Assurance Certification, L.L.C.
Address:
City, State, Zip Code:
Voice Telephone Number:
Please print the material event notice attached to this cover sheet in 10 -point type or larger, The cover sheet and
notice may be faxed to the MSRB at (703) 683-1930 or sent to CDINet, Municipal Securities Rulemaking Board,
1900 Duke Street, Suite 600, Alexandria, VA 22314. Contact the MSRB at (703) 797-6600 with questions
regarding this form or the dissemination of this notice.
p2-- 741
Exhibit "D"
Preliminary Official Statement
Miami; Document #: 95370 02— 741
PRELIMINARY OFFICIAL STATEMENT
relating to
$13,500,000* .
THE CITY OF MIAMI, FLORIDA
Special Obligation Non -Ad Valorem Revenue Refunding Bonds
Series 2002B
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"), The City of Miami, Florida Special Obligation Refunding Bonds,
Series 2002B (the "Series 2002B Bonds"), in connection with the sale of the Series 2002B Bonds.
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 A — GENERAL INFORMATION REGARDING
THE CITY OF MIAMI."
The Series 2002B Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including
Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and
pursuant to Resolution No. of the City adopted by the City Commission of the City on June 27, 2002 (the
"Resolution").
The Series 2002B Bonds are being issued for the purpose of refunding certain outstanding obligations of the City.
See "PURPOSE OF THE ISSUE" herein.
The Series 2002B Bonds shall not be deemed to constitute general obligations or a pledge of the faith and credit
of the City, the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or
charter provision of limitation, but shall be payable solely from and secured by a lien upon and pledge of the Pledged
Revenues, in the manner and to the extent described in the Resolution. No holder of the Series 2002B Bonds shall ever
have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City or any
other political subdivision of the State of Florida or taxation in any form on any real or personal property to pay such
Series 2002 Bond or the interest thereon, nor shall any Bondholder be entitled to payment of such Series 2002 Bond from
any moneys of the City other than the Pledged Revenues, all in the manner and to the extent described in the Resolution.
Payment of the principal of and interest on the Series 2002B Bonds will be guaranteed by a municipal bond
insurance policy to be issued simultaneously with the delivery of the Series 2002B Bonds by (the
"Insurer").
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 Resolution, unless the context would
clearly indicate otherwise. A copy of the Resolution is attached hereto as "APPENDIX B — FORM OF THE BOND
RESOLUTION."
All documents of the City referred to herein may be obtained from Scott Simpson, CPA, Finance Director, 444
S.W. 2nd Avenue, 6'' Floor, Miami, Florida 33130, Telephone (305) 416-1377.
*Preliminary, subject to change.
02- '741
PURPOSE OF THE ISSUE
The Series 2002B Bonds are being issued by the City, pursuant to the Constitution and laws of the State of
Florida, including Chapter 166, Part II, Florida Statutes, the Charter of the City, and other applicable provisions of law
and pursuant to Resolution No. of the City adopted by the City Commission of the City on June 27, 2002
(the "Resolution").
The Series 2002B Bonds are being issued for the purpose of (i) refunding all or a portion of the City's
outstanding $18,000,000 Special Non -Ad Valorem Bonds, Series 1994 on an advance refunding basis (the "Prior
Bonds") [, (ii) funding a reserve fund] and (ii) paying certain costs and expenses incurred in connection with the
issuance of the Series 2002B Bonds, including the premium for a municipal bond insurance policy [and a reserve fund
policy] .
THE REFUNDING PLAN
The City has determined that it can achieve a present value savings in annual debt service payments by
providing for the refunding of all or a portion of the Prior Bonds. Such refunding will be accomplished through the
issuance of the Series 2002B Bonds and the use of a portion of the proceeds thereof.
Upon delivery of the Series 2002B Bonds, (the "Escrow Agent")
will enter into an Escrow Deposit Agreement (the "Prior Bonds Escrow Agreement") with the City to provide for the
refunding of all or a portion of the Prior Bonds. The Prior Bonds Escrow Agreement creates an irrevocable escrow
deposit trust fund (the "Prior Bonds Escrow Deposit Fund") which is held by the Escrow Agent, and the money and
securities held therein are to be applied to the payment of principal of, interest on and redemption premium, if any, on
the refunded Prior Bonds, as the same become due and payable, whether at maturity (if applicable) or redemption prior
to maturity. Immediately upon the issuance and delivery of the Series 2002B Bonds, the City will deposit certain of the
proceeds from the sale of the Series 2002B Bonds and certain other legally available funds into the Prior Bonds Escrow
Deposit Fund. Substantially all of such money is expected to be invested in certain noncallable direct obligations of the
United States of America (the "Prior Bonds Government Obligations"). The maturing principal amount of and interest
on the Prior Bonds Government Obligations and any cash held in the Prior Bonds Escrow Deposit Fund will be
sufficient to pay the principal of, interest on and redemption premium, if any, with respect to the refunded Prior
Bonds, and will be pledged solely for the benefit of the holders of the refunded Prior Bonds, and will not be available
for payment of debt service on the Series 2002B Bonds.
The initial cash deposit plus principal and interest on the Prior Bonds Government Obligations in the Prior
Bonds Escrow Deposit Fund will be sufficient to pay the refunded Prior Bonds to their redemption date according to
the schedules prepared by the Underwriters and as verified by The Arbitrage Group, Inc. See "VERIFICATION OF
ARITHMETICAL COMPUTATIONS" herein.
In reliance upon the above -referenced schedules and verification, at the time of delivery of the Series 2002B
Bonds, Bond Counsel shall deliver an opinion to the City to the effect that the right, title and interest of the holders of
the refunded Prior Bonds under the resolution authorizing the Prior Bonds (the "Refunded Resolution") shall thereupon
cease, determine and become void and that the refunded Prior Bonds are no longer outstanding under the Refunded
Resolution.
02- 741
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 2002B Bonds:
SOURCES:
Principal Amount of Series 2002E Bonds
Debt Service Fund Contribution
[Plus Net Original Issue Premium]
[Less Net Original Issue Discount]
Accrued Interest
[other available funds to be applied to the escrow fund]
TOTAL SOURCES
USES:
Deposit to Principal and Interest Account $
Deposit to Prior Bonds Escrow Deposit Fund
Costs of Issuance(')
[Deposit to Reserve Fund]
TOTAL USES
Includes municipal bond insurance premium [reserve fund policy premium] underwriting discount, financial
advisory and legal fees and expenses, and miscellaneous costs of issuance.
3
02- 741
DEBT SERVICE SCHEDULES
The following table sets forth the debt service requirements for the Series 2002B Bonds.
September 1 Principal Interest
2002 $ $
2003
2004
2005
2006
2007
2008
TOTAL
Total Debt
Service
DESCRIPTION OF THE SERIES 2002B BONDS
General
The Series 2002B Bonds shall be issued as fully registered, book -entry only bonds in the denomination of
$5,000 each or any integral multiple thereof through the book -entry only system maintained by The Depository Trust
Company, New York, New York. The Series 2002B Bonds shall be numbered consecutively from 1 upward preceded
by the letter "R" prefixed to the number. The principal of and redemption premium, if any, on the Series 2002B
Bonds shall be payable upon presentation and surrender at the principal office of ,
, (the "Paying Agent"). Interest on the Series 2002B Bonds is payable semi-annually on March 1
and September 1 of each year, commencing September 1, 2002 and shall be paid by check or draft drawn upon the
Paying Agent and mailed to the registered owners of the Series 2002B Bonds at the addresses as they appear on the
registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business
day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or
exchange of such Series 2002B Bonds subsequent to such Record Date and prior to such interest payment date, unless
the City shall be in default in payment of interest due on such interest payment date; provided, however, that (i) if
ownership of Series 2002B Bonds is maintained in a book -entry only system by a securities depository, such payment
may be made by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if such Series 2002B
Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the holder of
$1,000,000 or more in principal amount of Series 2002B Bonds, such payments may be made by wire transfer to the
bank and bank account specified in writing by such holder (such bank being a bank within the continental United
States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or
authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder. In the event of
any default in the payment of interest, such defaulted interest shall be payable to the persons in whose names such
Series 2002B Bonds are registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered
owners of the Series 2002B Bonds not less than fifteen (15) days preceding such special record date. Such notice shall
be mailed to the persons in whose names the Series 2002B Bonds are registered at the close of business on the fifth
(5th) day (whether or not a business day) preceding the date of mailing.
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 THE CITY
TAKES NO RESPONSIBILITY FOR THE ACCURACY THEREOF.
1. The Depository Trust Company ("DTC"), New York, NY, will act as securities depository for the securities
(the "Series 2002B Bonds"). The Series 2002B Bonds will be issued as fully -registered Series 2002B Bonds 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 Series 2002B Bonds certificate will be issued for each maturity of Series 2002B Bonds, and will be
deposited with DTC.
2. DTC, the world's largest 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 2 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments
from over 85 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,
02~ 741
trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository
Trust & Clearing Corporation ("DTCC"). DTCC, in turn, i cwned by a number of Direct Participants of DTC and Members of
the National Securities Clearing Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the
New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such as bath 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.
3. Purchases of Series 2002B Bonds under the DTC system must be made by or through Direct Participants, which will
receive a credit for the Series 2002B Bonds on DTC's records. The ownership interest of each actual purchaser of each Series
2002B Bonds ("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
2002B 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 2002B
Bonds, except in the event that use of the book -entry system for the Series 2002B Bonds is discontinued.
4. To facilitate subsequent transfers, all Series 2002B 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 2002B Bonds with DTC and their registration in the name of Cede & Co. or such other DTC
nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Series 2002B Bonds; DTC's records reflect only the identity of thc-Direct Participants to whose accounts such Series 2002B
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.
5. 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. Beneficial Owners of Series
2002B Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect
to the Series 2002B Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2002B Bonds
documents. For example, Beneficial Owners of Series 2002B Bonds may wish to ascertain that the nominee holding the Series
2002B 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.
6. Redemption notices shall be sent to DTC. If less than all of the Series 2002B Bonds within an issue 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.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Series 2002B Bonds
unless authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer 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 Series 2002B Bonds are credited on the record date (identified in a
listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Series 2002B Bonds will be made to Cede & Co.,
6
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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 or the Paying Agent, on
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 securities 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 nor its nominee, the Paying Agent, or the City, subject to any statutory or regulatory requirements as maybe in
effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede Wiz. Co. (or
such other nominee astray 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 dis-
bursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the Series 2002B Bonds at any time
by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a successor
depository is not obtained, Series 2002B Bonds certificates are required to be printed and delivered.
10. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a suc-
cessor securities depository). In that event, Series 2002B Bonds certificates will be printed and delivered.
Redemption
The Series 2002B Bonds are not subject to redemption prior to maturity.
Registration, Transfer and Exchange
So long as the Series 2002E Bonds are registered in the name of DTC or its nominee, the following paragraphs
relating to transfer and exchange of Bonds do not apply to the Series 2002B Bonds.
The Series 2002B Bonds issued under the Resolution shall be and have all the qualities and incidents of negotiable
instruments under the law merchant and the Uniform Commercial Code of the State of Florida, subject to the
provisions for registration of transfer contained in the Resolution and in the Series 2002B Bonds. So long as any of the
Series 2002B Bonds shall remain outstanding, the City shall maintain and keep, at the office of the Bond Registrar,
books for the registration of transfer of the Series 2002B Bonds.
The registration of any Series 2002 Bond may be transferred upon the registration books upon delivery thereof to
the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and
with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attomey-in-fact
or legal representative containing written instructions as to the details of the transfer of such Series 2002 Bond, along
with the social security number or federal employer identification number of such transferee. In all cases of a transfer
of a Series 2002 Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms of the
Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee
or transferees a new fully registered Series 2002 Bond or Bonds of the same maturity and of authorized denomination
or denominations, for the same aggregate principal amount and payable from the same source of funds. The City and
the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Series 2002 Bond
an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the
City) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any
such new Series 2002 Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may treat the registered owner of any Series 2002 Bond as
the absolute owner of such Series 2002 Bond for the purpose of receiving payment of the principal thereof and the
interest and redemption premium, if any, thereon. Series 2002B Bonds may be exchanged at the office of the Bond
Registrar for a like aggregate principal amount of Series 2002B Bonds, or other authorized denominations of the same
series and maturity.
Replacement of Bonds Mutilated, Destroyed, Stolen or Lost
If any Series 2002 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i)
deliver a duplicate replacement Series 2002 Bond, or (ii) pay a Series 2002 Bond that has matured or is about to
mature. A mutilated Series 2002 Bond shall be surrendered to and canceled by the Bond Registrar. The Bondholder
must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Series 2002 Bond; post
satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the City or
its agent's reasonable expenses.
Any such duplicate Series 2002 Bond shall constitute an original contractual obligation on the part of the City
whether or not the destroyed, stolen or lost Series 2002 Bond be at any time found by anyone, and such duplicate
Series 2002 Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of
and security for payment from, the funds pledged to the payment of the Series 2002 Bond so mutilated, destroyed, or
stolen or lost.
MUNICIPAL BOND INSURANCE
[TO COME]
0z -a 741
SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2002B BONDS
Limited Obligations
The Series 2002B Bonds are limited obligations of the City, payable solely from and secured only by Pledged
Revenues as provided in the Resolution and as further described herein. The Series 2002B Bonds shall not be deemed
to constitute general obligations or a pledge of the faith and credit of the City, the State of Florida or any political
subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be
payable solely from and secured by a lien upon and a pledge of the Pledged Revenues, in the manner and to the extent
provided in the Resolution. No Bondholder shall ever have the right, directly or indirectly, to require or compel the
exercise of the ad valorem taxing power of the City or any other political subdivision of the State of Florida or taxation
in any form on any real or personal property to pay such Series 2002B Bonds or the interest thereon, nor shall any
Bondholder be entitled to payment of such principal and interest from any other funds of the City other than the
Pledged Revenues, all in the manner and to the extent provided in the Resolution. The Series 2002B Bonds and the
indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, or any part
thereof, or any other tangible personal property of or in the City, but shall constitute a lien only on the Pledged
Revenues, all in the manner and the extent provided in the Resolution.
Pledged Revenues
The Series 2002B Bonds are limited obligations of the City payable solely from and secured by the Pledged
Revenues. All Series 2002B Bonds will be equally and ratably secured by an irrevocable lien upon and a pledge of the
Pledged Revenues. The Pledged Revenues consist of (1) Covenant Revenues deposited into the Sinking Fund
established under the Resolution, and (2) income received from the investment of moneys deposited in the fund and
accounts established under the Resolution. "Covenant Revenues" have been defined in the Resolution to mean the
legally available non -ad valorem revenues budgeted and appropriated to pay the principal of, premium, if any, and
interest on the Series 2002B Bonds. No Covenant Revenues will be subject to the lien for the benefit of Bondholders
until they are deposited into the Sinking Fund. The City has covenanted in the Resolution, to the extent permitted by
and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its annual
budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the Sinking Fund, legally
available non -ad valorem revenues in an amount which is equal to the Bond Service Requirement with respect to the
Series 2002B Bonds outstanding under the Resolution for the applicable Fiscal Year, plus an amount sufficient to
satisfy all other payment obligations of the City under the Resolution for such Fiscal Year, including, without
limitation, the obligations of the City to fund and cure deficiencies in any accounts in the Reserve Fund. Such
covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available non -ad
valorem revenues shall be cumulative, and shall continue until such legally available non -ad valorem revenues in
amounts sufficient to make all required payments under the Resolution as and when due, including any delinquent
payments, shall have been budgeted, appropriated and actually paid into the appropriate funds and accounts under the
Resolution; provided, however, that such covenant shall not constitute a lien, either legal or equitable, on any of the
City's legally available non -ad valorem revenues or other revenues, nor shall it preclude the City from pledging in the
future any of its legally available non -ad valorem revenues or other revenues to other obligations, nor shall it give the
Bondholders a prior claim on the legally available non -ad valorem revenues. Anything in the Resolution to the
contrary notwithstanding, all obligations of the City under the Resolution shall be secured only by the legally available
non -ad valorem revenues actually budgeted and appropriated and deposited into the funds and accounts created under
the Resolution. The City may not expend, in any year, moneys not appropriated or in excess of revenues budgeted in
such year. The obligation of the City to budget, appropriate and make payments under the Resolution from its legally
available non -ad valorem revenues is subject to the availability of non -ad valorem revenues after satisfying funding
requirements for obligations having an express lien on or pledge of .such revenues and after satisfying funding
requirements for essential governmental services of the City. Such covenant is, however, cumulative and shall carry
over from year to year.
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The City has not covenanted to maintain any programs or othcr activities which generate Covenant Revenues.
Creation of Funds and Accounts
The Resolution provides that there shall be established the: "Sinking Fund" and the "Reserve Fund" and within
the Sinking Fund there is established three separate accounts therein designated as the "Interest Account", the
"Principal Account" and the "Bond Amortization Account."
Disposition of Covenant Revenues
(1) Commencing immediately following the issuance of the Series 2002B Bonds, and continuing thereafter so
long as any Series 2002B Bonds shall be Outstanding hereunder, the City shall deposit to the credit of the Funds and
Accounts listed below on or before the twenty-fifth day of each month, from Covenant Revenues, amounts which,
together with funds on deposit therein, will be sufficient to satisfy the cumulative deposit requirements described in
clauses (a) and (b) below. Covenant Revenues shall be deposited in the following order and priority:
(a) First, by deposit into the Interest Account within the Sinking Fund an amount which, together
with any other amounts required to be deposited therein pursuant to the Resolution, will equal one-sixth (1/6) of the
interest payable on the Series 2002B Bonds on the next semiannual interest payment date; by deposit into the Principal
Account within the Sinking Fund one -twelfth (1/12) of all principal maturing or becoming due during the current Bond
Year on the various Serial Bonds that mature annually; and by deposit into the Bond Amortization Account within the
Sinking Fund one -twelfth (1/12) of the Amortization Installments and unamortized principal balances of Term Bonds
coming due during the current Bond Year with respect to the Series 2002B Bonds, until there are sufficient funds then
on deposit equal to the sum of the interest, principal and Amortization Installments due on the Series 2002B Bonds on
the next interest, principal and redemption dates in such Bond Year.
(b) Second, by deposit into the Reserve Fund, the amounts, if any, which, together with funds on
deposit therein, will be sufficient to make the funds on deposit therein, except as otherwise provided in the Resolution,
equal to the Reserve Requirement for the Series 2002B Bonds.
(c) Thereafter any remaining Covenant Revenues shall be available to the City to be used for any
lawful purpose.
(2) The deposits to the Sinking Fund described above shall be increased or decreased, as the case may be, to
the extent required to pay principal (including Amortization Installments) and interest coming due, after taking into
account deficiencies in prior months' deposits.
(3) Deposits required pursuant to this Section shall be cumulative and the amount of any deficiency in any
month shall be added to the amount otherwise required to be deposited in each month thereafter until such time as all
such deficiencies have been cured.
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02"" '7AI
(4) In lieu of or in substitution for cash or securities on deposit in the Reserve Fund, the City may fund the
Reserve Requirement with a Reserve Product issued by a Reserve Product Provider in an amount equal to the
difference between the Reserve Requirement and the sums then on deposit in the Reserve Fund. Such Reserve Product
must provide for payment on any interest or principal payment date (provided adequate notice is given) on which a
deficiency exists (or is expected to exist) in moneys held hereunder for a payment with respect to the Series 2002B
Bonds which cannot be cured by funds in any other account held pursuant to the Resolution and available for such
purpose, and which shall name the Paying Agent or an Authorized Depositary who has agreed to serve as trustee for
the benefit of the Bondholders as the beneficiary thereof. In no event shall the use of such Reserve Product be
permitted if it would cause an impairment in any existing rating on the Series 2002B Bonds. If a disbursement is made
from a Reserve Product, the City shall be obligated to reinstate the maximum limits of such Reserve Product
immediately following such disbursement or to replace such Reserve Product by depositing into the Reserve Fund from
the first Covenant Revenues available for deposit pursuant to clause (1)(b) above, funds in the maximum amount
originally payable under such Reserve Product, plus amounts necessary to reimburse the Reserve Product Provider for
previous disbursements made pursuant to such Reserve Product, or a combination of such alternatives, and for
purposes of clause (1)(b) above, amounts necessary to satisfy such reimbursement obligation and other obligations of
the City to a Reserve Product Provider (the "Policy Costs") shall be deemed required deposits into the Reserve Fund,
but shall be used by the City to satisfy its obligations to the Reserve Product Provider.
(5) The City shall not be required to make any further payments into the Sinking Fund, including the
accounts therein, and the Reserve Fund when the aggregate amount of funds in the Sinking Fund and the Reserve
Fund, including the accounts therein, are at least equal to the aggregate principal amount of the Series 2002B Bonds
issued pursuant to the Resolution and then Outstanding, plus the amount of interest then due or thereafter to become
due on the Series 2002B Bonds then Outstanding, or if all of the Series 2002B Bonds then Outstanding have otherwise
been defeased pursuant to the Resolution.
Reserve Fund
[TO COME)
Debt Payable From Non -Ad Valorem Revenues
The City will not issue any obligations (other than the Series 2002B Bonds) secured by or payable from the
Pledged Revenues, or any portion thereof, or voluntarily create or cause to be created any debt, lien, pledge,
assignment, encumbrance or other charge, in each case, having priority to or being on a parity with the lien securing
any Series 2002B Bonds issued pursuant to the Resolution upon the Pledged Revenues or any portion thereof, except to
the extent permitted and upon the terms and conditions specified in the Resolution.
The City further covenants in the Resolution not to issue or incur any other debt obligation secured by or
payable from a covenant to budget and appropriate all or a portion of the City's legally available non -ad valorem
revenues or secured by or payable from specific non -ad valorem revenues, unless the issuance of debt complies with
the following:
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There shall have been obtained and filed with the Governing Body on or prior to the issuance or incurrence of
debt, a certificate of the Director of Finance evidencing compliance with the requirement contained in the Resolut:or,
that the total amount of legally available non -ad valorem revenues for the prior fiscal year were: (i) at least 2.00 times
the maximum annual debt service of all debt (including all long-term financial obligations appearing on the City's most
recent audited financial statements and the debt proposed to be incurred) to be paid from legally available non -ad
valorem revenues (collectively, "Debt"), including any Debt payable from one or several specific revenue sources, and
(ii) so long as the Series 2002B Bonds are outstanding and if a Reserve Product is in effect, at least 1.00 times the
obligation of the City to repay any Policy Costs then due and owing to the Reserve Product Provider.
GENERAL INFORMATION REGARDING CITY AND COVENANT REVENUES
The City generally receives two primary sources of revenue. These are ad valorem taxes and non -ad valorem
revenues. Ad valorem taxes may not be pledged for the payment of debt obligations of the City without approval of the
electorate of the City.
The other primary source of revenue for the City is non -ad valorem revenues. This includes a broad category
of revenues, including but not limited to revenues received from the State, investment income and income produced
from certain facilities of the City, as described below.
As more fully described herein, the City has covenanted, subject to certain restrictions and limitations, to budget
and appropriate sufficient non -ad valorem revenues in each year to pay debt service on the Series 2002B Bonds. As
described herein, the holders of the Series 2002B Bonds do not have a lien on any non -ad valorem revenues of the City
and the City has certain other debt obligations payable in the same manner as the Series 2002B Bonds and also has
outstanding certain other debt obligations payable from a prior lien upon and pledge of certain of the non -ad valorem
revenues of the City.
A large percentage of the revenues of the City, including ad valorem taxes and non -ad valorem revenues, are
deposited in the General Fund. See "Current Financial Status of the City - General Fund. " Furthermore, as described
herein, under "SECURITY AND SOURCES FOR THE Series 2002B Bonds", the obligation of the City to budget and
appropriate non -ad valorem revenues is subject to a variety of factors, including the payment of essential governmental
services of the City and the obligation of the City to have a balanced budget.
The following describes the sources of the City's non -ad valorem revenues:
Franchise Fees
Franchise fees are levied annually on utility companies by the City in return for granting a privilege sanctioning
a monopoly or permitting the use of public property. Such fees are currently levied against Florida Power and Light
Co. pursuant to Resolution No. and Southern Bell pursuant to Resolution No.
Public Service Tax
The Public Services Tax is imposed, levied and collected by the City pursuant to Section 166.231, Florida
Statutes, and other applicable provisions of law, on the purchase of electricity, fuel oil, metered or bottled gas (natural
liquefied petroleum gas or manufactured), water service, and other services on which a tax may be imposed by law,
and until October 1, 2001 also included the purchase of telecommunication service.
Florida law authorizes any municipality in the State of Florida to levy a public service tax on the purchase
within such municipality of electricity, metered natural gas, liquefied petroleum gas either metered or bottled,
manufactured gas either metered or bottled, water service and fuel oil as well as any services competitive with those
12
U2_, 741
specifically enumerated. This tax may not exceed 10% of the payments received by the sellers of such services from
purchasers (except in the case of fuel oil, for which the maximum tax is four cents per gallon). The purchase of natural
gas or fuel oil by a public or private utility either for resale or for use as fuel in the generation of electricity, or the
purchase of fuel oil or kerosene for use as an aircraft engine fuel or propellant or for use in internal combustion
engines, is exempt from the levy of such tax. Prior to October 1, 2001, a municipality also had the option to levy a tax
on the purchase of telecommunications services of either (a) not to exceed 10% of the monthly recurring customer
service charges upon the purchases within such municipality of local telephone service or (b) not to exceed 7 % of the
monthly recurring customer service charges upon purchases within the municipality of telecommunications service
which originates and terminates in the State based on the total amount charged for any telecommunications service
provided within the municipality or, if the location of the telecommunications provided cannot be determined, the total
amount billed for such telecommunications service to a telephone or telephone number, a telecommunications number
or device, a service address or a customer's billing address located within the municipality, excluding variable usage
charges on telecommunication service. See "Local Communications Services Tax" for a discussion of the taxation of
telecommunication services under the Local Communications Services Tax after October 1, 2001.
Pursuant to the Constitution of the State of Florida, Florida Statutes and a resolution of the City, the City levies
a Public Services Tax, within the incorporated area of the City at the rate of 10% on sales of all services for which it is
allowed to tax, except telecommunications service, and with the restriction that the tax on fuel oil cannot exceed 4 cents
per gallon.
Florida law provides that a municipality may exempt from the public service tax the first 500 kilowatts of
electricity per month purchased for residential use. The City has not adopted such an exemption but it does exempt
purchases by the United States Government, the State of Florida, Miami -Dade County, the City and its agencies,
boards, commissions and authorities from the levy of such tax. In addition, the City exempts purchases used
exclusively for church purposes by any State of Florida recognized church.
The Public Services Tax must be collected by the seller from purchasers at the time of sale and remitted to the
City. Such tax will appear on a periodic bill rendered to consumers for electricity, metered and bottled gas, water
service and fuel oil. A failure by a consumer to pay that portion of the bill attributable to the public service tax may
result in a suspension of the service involved in the same fashion as the failure to pay that portion of the bill attributable
to the particular utility service.
Local Communication Services Tax
The Communications Services Tax Simplification Act, enacted by Chapter 2000-260, Laws of Florida, as amended
by Chapter 2001-140, Laws of Florida, and now codified in part as Chapter 202, Florida Statutes (the "
Communications Services Tax Act") established, effective October 1, 2001, a communications services tax on the sale
of communications services as defined in Section 202. 11, Florida Statutes, and as of the same date repealed Section
166.231(9), Florida Statutes, which previously granted municipalities the authority to levy a utility services tax on the
purchase of telecommunication services. Florida Statute Section 202.19 provides that counties and municipalities may
levy a discretionary communications services tax (the "local communications services tax") on communications
services, the revenues from which may be pledged for the repayment of current or future bonded indebtedness. The
City set the rates for its local communication services tax pursuant to a resolution adopted on , 2001.
Prior to the effective date of the Communications Services Tax Act, the City exercised the option to levy a public
service tax at the rate of seven percent (7%) on the purchase of telecommunications services which originated or
terminated within the City.
One effect of the Communications Services Tax Act was to replace the former public services tax on
telecommunication services, as well as revenues from franchise fees on cable and telecommunication service providers,
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with the local communications services tax. This change in law is intended to be revenue neutral to the counties and
municipalities. The local communications services tax is applied to a broader base of communications services than the
former public service tax on telecommunications.
Communication services are defined as the transmission, conveyance, or routing of voice, data, audio, video, or
any other information or signals, including cable services, to a point, or between or among points, by or through any
electronic, radio, satellite, cable, optical, microwave, or other medium or method now in existence or hereafter
devised, regardless of the protocol used for such transmission or conveyance. The term does not include:
(a) Information services.
(b) Installation or maintenance of wiring or equipment on a customer's premises.
(c) The sale or rental of tangible personal property.
(d) The sale of advertising, including, but not limited to, directory advertising.
(e) Bad check charges.
(f) Late payment charges.
(g) Billing and collection services.
(h) Internet access service, electronic mail service, electronic bulletin board service, or similar on-line
services.
Effective October 1, 2001, any sale of communications services charged to a service address in the City is
subject to the City's local communications services tax at a rate of %. The Communications Services Tax Act
further provides that, to the extent that a provider of communications services is required to pay a tax, charge, or other
fee under any franchise agreement or ordinance with respect to the services or revenues that are also subject to the tax,
such provider is entitled to a credit against the amount of such tax payable to the State in the amount of such tax,
charge, or fee with respect to such service or revenues.
The proceeds of said local communication services tax less the Florida Department of Revenue's cost of
administration is deposited in the local communication services tax clearing trust fund and distributed monthly to the
appropriate jurisdictions.
Intergovernmental
This category includes federal, state and other local units grants, and revenues shared by the state and other
local units. The largest component is the half -cent sales tax.
The Local Government Half -Cent Sales Tax is remitted to the City pursuant to Chapter 218, Part VI, Florida
Statutes, as amended (the "Half -Cent Sales Tax"). The Florida Revenue Act of 1949, Chapter 212, Part 1, Florida
Statutes, as amended (the "Sales Tax Act"), authorizes the levy and collection by the State of Florida of a sales tax
upon, among other things, the sales price of each item or article of tangible personal property sold at retail in the State
of Florida of a sales tax upon, among other things, the sales price of each item or article of tangible personal property
sold at retail in the State of Florida, subject to certain exceptions and dealer allowances as set forth in the Sales Tax
Act. The sales tax in the State of Florida is currently six percent.
The sales tax is collected on behalf of the State of Florida by businesses at the time of sale at retail, use,
consumption, or storage for use or consumption, of taxable property and remitted to the State on a monthly basis. The
Sales Tax Act provides for penalties and fines, including criminal prosecution, for non-compliance with the provisions
thereof.
All funds received and collected by the State of Florida are required to be deposited in the General Revenue
Fund of the State and then distributed to various funds as enumerated in the Sales Tax Act. After various enumerated
distributions, a portion of the amount remitted by a sales tax dealer within a participating county (the "Local
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02- 741
Government Half -Cent Sales Tax") is required to be transferred into the Local Government Half -Cent Sales Tax
Clearing Trust Fund (the "Trust Fund") and earmarked for distribution to the governing body of that participating
county and of each participating municipality within that county pursuant to formulas set forth in Chapter 218, Part VI,
Florida Statues, as amended, (the "Half -Cent Sales Tax Act"). The Local Government Half -Cent Sales Tax is 9.653 %
of the amount remitted by a sales tax dealer within a participating county.
The Local Government Half -Cent Sales Tax collected within a county and distributed to local government
units is distributed among the county and the municipalities therein in accordance with the following formula:
County Share
(percentage of total Half -Cent = unincorporated + 2/3 incorporated
Sales Tax receipts) area population area population
Municipality Share
(percentage of total Half -Cent =
Sales Tax receipts)
total county + 2/3 incorporated
population area population
municipality population
total county + 2/3 incorporated
population area population
For purposes of the foregoing formula, "population" is based upon the latest official State estimate of population
certified prior to the beginning of the local government fiscal year. Should any unincorporated area of Miami -Dade
County become incorporated as a municipality, the share of the Local Government Half -Cent Sales Tax received by
Miami -Dade County and the City would be reduced.
The Local Government Half -Cent Sales Tax is distributed from the Trust Fund on a monthly basis to participating
units of local government. The Half -Cent Sales Tax Act permits the City to pledge its share of the Local Government
Half -Cent Sales Tax for the payment of principal of and interest on any capital project.
To be eligible to participate in the Local Government Half -Cent Sales Tax, the counties and municipalities must
comply with certain requirements set forth in the Half -Cent Sales Tax Act. These requirements include those
concerning the reporting and auditing of its finances, the levying of ad valorem taxes or receipt of other revenue
sources, and certifying certain requirements pertaining to the employment and compensation of law enforcement
officers, the employment of fire fighters, the auditing of certain dependent special districts, and the method of fixing
millage rates for the levying of ad valorem taxes.
Although the Half -Cent Sales Tax Act, does not impose any limitation upon the number of years during which the
City can receive distribution of the Local Government Half -Cent Sales Tax from the Trust Fund, there may be future
amendments to the Half -Cent Sales Tax. To be eligible to participate in the Trust Fund in future years, the City must
comply with certain eligibility and reporting requirements of Chapter 218, Part VI, Florida Statutes, otherwise, the
City will not be entitled to any Trust Fund distributions for twelve (12) months following a "determination of
noncompliance" by the State Department or Revenue.
Licenses and Permits
These are revenues derived from the issuance of local licenses and permits, including (i) professional and
occupational licenses required for the privilege of engaging in certain. trades, occupations and other activities; (ii)
permits issued by the Building and Zoning Departments for construction of new buildings and additions, construction,
alterations, roofing, paving, etc. and (iii) non -business licenses and permits levied according to the benefits presumably
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02- 741
conferred by the license or permit, i.e. fireworks permits, traffic permits and burglary alarm permits.
Charges for Services
Charges for various services provided by the City to residents, property owners, and grants received from other
governments, including the following:
• General Government: all money resulting from charges for current services; i.e., photographs, reports
and ordinances.
• Public Safety: fees for police services, fire protection services and emergency services.
• Physical Environment: charges include cemetery fees.
• Building and Zoning Inspections: fees for inspections such as plumbing, electrical, elevator and
mechanical inspections.
• Marina Fees: all fees associated with operations of the various City marinas.
• Recreational and Special Events: fees for parks and recreation activities and events.
• Other: fees for services not specifically mentioned above, i.e., engineering services, public hearing fees.
Other Revenue and Financing Sources
This category includes a variety of revenues and transfers from other funds, including:
• Interest earnings on invested funds.
• Fines and forfeitures imposed by local courts.
16
The following table represents the City's determination of legally available non -ad valorem revenues for the Fiscal
Years Ending September 30, 1997 -September 30, 2001.
THE CITY OF MIAMI, FLORIDA
LEGALLY AVAILABLE NON -AD VALOREM REVENUES
YEAR ENDED SEPTEMBER 30
Florida 2001 2000 1999 1998
Revenues:
Franchise and Utility Taxes $19,081,24 $10,960,34 $14,383,17 $14,419,80
2 0 5 1
Licenses and Permits:
Business Licenses and
Permits 5,987,513 5,969,672 6,889,146 8,034,355
Construction Permits 14,346,019 13,863,723 9,161,736 8,607,177
20,333,532 19,833,395 16,050,882 16,641,532
Intergovernmental:
State and Revenue Sharing
8,008,077
8,831,436
3,344,072
3,402,351
Half Cent Sales Tax
21,901,606
21,261,030
20,001,945
19,175,911
Fine and Forfeitures
4,818,554
4,249,201
3,703,068
2,814,571
Other
3,778,563
14,361,834
10,686,172
11,263,311
38,506,800
48,703,501
37,735,257
36,656,144
Charges for Services:
Engineering Services
14,061,255
8,509,359
8,262,086
2,231,364
Public Safety
7,309,338
10,791,502
7,554,339
9,611,766
Recreation
209,945
236,087
238,320
683,520
Other
62,753,739
55,933,390
38,187,184
29,339,655
84,334,277
75,470,338
54,241,929
41,866,305
Interest Income
15,909,309
11,134,284
6,916,561
6,132,593
Other
5,506,192
6,751,637
2,963,999
5,344,935
Operating Transfers In
39,959,469
35,234,015
35,613,080
35,144,292
Component Units Transfers
2,410,000
2,518,285
2,281,520
-
In
1,036,152
49,457,418
Proceeds from State of
_
38,788,452
_
84,601,710
Florida
42,369,469
37,894,600
Land Sale Proceeds
Total Sources of Legally
$211,641,9
$205,663,0
Available Non -Ad Valorem
$226,040,8
47
$170,186,4
20
Revenues
21
03
Source: City of Miami,
17
02- 741
1997
$14,075,000
9,736,000
80,000
9,816,000
6,716,000
21,634,000
18,399,000
4_9,159,000
2,761,000
17,699,000
2,939,000
45,575,000
6,503,000
7,573,000
37,134,000
13,568,000
13,377,000
6,384,000
9,094,000
18
59,605,000
$187,672,0
00
02 741.
(1)Projected debt service
is based on the maximum
estimated annual loan
payments on the Sunshine
Loans during the remaining
fiscal years until the date of
maturity of such loans and
maximum annual debt service
on bonds or other debt
obligations payable from
Non -Ad Valorem revenues
outstanding as of September
30'h.
19
02- 741
THE CITY OF MIAMI, FLORIDA
HISTORICAL ANTI -DILUTION TEST
YEAR ENDED SEPTEMBER 30`h
2001 2000 1999
1998
1997
Non -Ad Valorem
Revenues Available to Pay
$226,040, $211,641, $170,186,
$205,663,
$187,672,
Debt Service
821 947 403
020
000
Maximum Annual Debt
$20,767,5 $21,526,9 $21,127,3
$23,919,2
$23,926,9
Service (1)
27 90 71
83
68
200% Maximum Annual
$40,935,0 $43,053,9 $42,254,7
$47,838,5
$47,853,9
Debt Service
54 80 42
66
39
(1)Projected debt service
is based on the maximum
estimated annual loan
payments on the Sunshine
Loans during the remaining
fiscal years until the date of
maturity of such loans and
maximum annual debt service
on bonds or other debt
obligations payable from
Non -Ad Valorem revenues
outstanding as of September
30'h.
19
02- 741
The following table represents current debt service on obligations payable from legally available non -ad valorem revenues as of September 30, 2001.
THE CITY OF MIAMI, FLORIDA
SCHEDULE OF PRINCIPAL & INTEREST
FOR NON -AD VALOREM REVENUE BONDS AND LOANS
wp 20
F�
Fiscal Year
Ending
9130
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
Total
21
4
0
$3,500,000
6
SSGFC
Non -Ad
Secondary
Valorem Rev.
$6,500,000
$18,000,00
Series 1995
$65,271,32
$4,290,000
323,088
Special Ob.
0
$15,100,00
$30,000,00
5
Special
$27,630,00
Guaranteed
Special Ob.
0
0
Special
Ob. Bonds
0
Ent. Bonds,
Non -Ad
SSGFC
SSGFC
Rev. Ref.
Series
SSGFC
Series 1989
Val. Rev.
Com. Paper
Com. Paper
Bonds
1986A
Loans 1988
1,647,650
Bonds Series
Program 1994
Program 1995
Series 1987
1,654,500
609,800
1994
1,659,150
412,794
2,047,014
609,950
336,200
2,179,663
5,894,400
411,406
2,054,986
608,350
1,523,129
331,488
2,173,450
5,896,260
408,544
2,068,387
610,000
1,525,879
326,513
2,165,400
5,900,000
409,206
2,078,746
609,550
1,525,648
321,275
2,160,513
5,900,000
408,025
2,091,010
612,000
1,527,335
315,775
2,153,525
5,900,000
2,101,864
607,000
1,525,355
315,013
2,144,438
5,900,000
2,116,151
609,900
1,525030
308,725
2,138,250
5,895,000
2,128,450
1,525,990
302,175
2,129,700
5,896,205
2,143,604
1,522,850
300,363
2,123,788
5,894,295
2,159,193
1,525,500
293,025
2,11.5,250
5,896,668
2,175,202
1,527,100
290,425
2,104,088
5,615,180
1,524,500
282,300
2,095,300
5,620,336
1,522,700
278,913
2,088,625
5,547,336
-
1,526,400
2,073,800
5,165,000
2,066,088
2,179,963
2,293,863
2,407,263
2,514,638
--
--
-
--
--
--
--
--
--
--
--
--
--
2,620,725
--
--
-_
$ .049.975
$23.164.60
$4.002.190
$43.928.3
$80.920.68
Z
$19.827.41
4
21
$22,000,00
0
$3,500,000
Special Ob.
SSGFC
Non -Ad
Secondary
Valorem Rev.
Loan 1995
Bonds
Series 1995
322,538
323,088
1,631,480
328,113
1,635,730
327,350
1, 55
331,063
1,635,855
333,988
1,636,730
331,125
1,635,835
337,738
1,637,600
338,300
1,637,073
338,075
1,639,320
342,063
1,639,140
1,645,650
1,643,800
1,644,400
1,647,450
1,647,650
1,649,850
1,653,900
1,654,500
1,1
1,659,150
1,658,950
1,663,950
1,664,450
1,665,150
$3.653.441
$32.518.5.6
$72,000,00
0
Special Ob.
NonAdVal.
Tax. Rev. Grand Total
PensionBnd Central Loan Principal &
Series 1995 Interest
5,810,509
20,767,527
5,808,478
20,770,715
5,810,646
20,775,456
5,811,471
20,781,751
5,810,590
20,781,623
5,807,640
1,708,864 20,375,808
5,808,165
22,076,870
5,811,794
20,375,885
5,812,210
19,777,380
5,810,435
19,778,886
5,810,785
19,507,893
5,810,985
16,975,421
5,810,335
16,896,009
5,808,135
14,694,385
5,808,510
9,522,248
5,812,300
9,642,113
5,808,240
9,756,003
5,807,980
9,869,743
5,810,080
9,981,218
5,808,280
10,088,755
5,811,140
7,470,090
5,812,040
7,475,990
5,809,540
7,473,990
5,811,840
7,476,990
5,811,960
5,811,960
$145.254.0 $1.708.864 pax"
OIZI As described herein, the obligation and the ability of the City to budget and appropriate non -ad valorem revenues is subject to a variety of factors, including
1
22
FR
Fa
the obligation of the City to provide essential governmental services and the obligation of the City to have a balanced budget.
Source: City of Miami, Florida
23
THE CITY OF MIAMI
Background
Now 106 years old, the City is part of the nation's eleventh 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 with more than
362,000 residents, 60% of them foreign bom. In physical size the City is not large, encompassing only 34.3 square miles.
In population, the City is the largest of the 31 municipalities that make up Miami -Dade County and is the county seat.
For additional information concerning the City, see "APPENDIX A — GENERAL INFORMATION REGARDING
THE CITY OF MIAMI."
City Government
Since 1997, the City has been governed by a form of government known as the "Mayor -Commissioner plan."
There are five Commissioners elected 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 Commission. The Mayor
appoints the City Manager who functions as chief administrative officer.
The Mayor of the City is presently Manuel A. Diaz.
The current members of the City Commission and expiration of their current terms of office are:
Commission Members
Tomas P. Regalado, Chairman
Johnny L. Winton, Vice Chairman
Angel Gonzalez
Joe M. Sanchez
Arthur E. Teele, Jr.
Date Term Expires
November, 2003
November, 2003
November, 2003
November, 2005
November, 2005
The City Manager is a full-time employee and is the chief administrative officer of the City. The City Manager
is responsible for directing the administrative and operational aspects of the City in compliance with the policies set by
the Commission and the Mayor. Carlos A. Gimenez has been City Manager since May 9, 2000. He is responsible for
an organization that has more than 3,400 employees and administers a budget of more than $500 million. Prior to his
current position, he served as Fire Chief of the City for nine years and gave more than twenty-six years of service in
the City's Fire Department. He holds a Bachelors Degree in Public Administration from Barry University.
The City's Assistant City Manager for Finance and Administration is Robert J. Nachlinger. He is responsible for
the following departments: finance, human resources, information technology, risk management, purchasing and the civil
service board. He was appointed the Assistant City Manager for Finance and Administration in July 2000. Prior to that
he was the Finance Director for the City of Homestead, Florida. Mr. Nachlinger has been the Chief Accountant for
Dallas County, Texas, Internal Auditor and Treasurer for the Dallas Independent School District, Finance Director for the
City of Beaumont, Texas, Finance Director for the City of Miami Beach and an Assistant City Manager for the City in
1997 before being hired by the City of Homestead. He holds a BBA degree in accounting and a MBA in finance. He is ,
also licensed as a CPA in the State of Texas and the Florida Government Finance Officers Association.
The City's Finance Director is Scott Simpson, CPA, CGFO. He reports to the Assistant City Manager for
Finance & Administration. He is responsible for managing and investing public funds. The finance department is
responsible for accounts payable, general ledger, grants monitoring, payroll, treasury management and preparation of
24
02- 741
routine accounting reports as well as the City's annual financial statement. Mr. Simpson joined the City in October
1998 as the Assistant Finance Director and was appointed the Finance Director in June 2001. Prior to his 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.
ISSUES RELATED TO FINANCIAL EMERGENCY
Background
For the period 1984 through 1995, the General Fund of the City had a small but positive fund equity. During
the same twelve year period the enterprise funds were recording losses in each year. The internal service funds
recorded losses in eight of the twelve fiscal years. While the General Fund equity was being supported by transfers
from the proprietary funds, the retained earnings in the proprietary funds were becoming more negative each year. By
1995, the enterprise funds had negative retained earnings of over $65 million and the internal service funds had
negative retained earnings of over $7 million. In the 1996 Comprehensive Annual Financial Statements, the City
recognized that the General Fund was the guarantor of the "proprietary operations" and collapsed the proprietary funds
into the General Fund since they were not being operated as proprietary funds. This resulted in a negative equity of
$21.8 million in the General Fund.
Appointment of Financial Oversight Board
In 1996, both Standard and Poor's Rating Group and Moody's Investors Service dropped the City's bond
rating to below investment grade. Unable to obtain credit, and projecting a cash deficit hampering the City's ability to
make payroll, or pay bills, the City requested that the Governor advance its State shared revenue payments to the City
prior to the date they were due. Pursuant to Executive Order 96-318, the Governor advanced $22 million to the City.
Although the City was not technically in a financial emergency, as defined by the Florida Statutes, the Executive Order
required the City to adopt a plan to resolve the financial situation by November 17, 1996. Unable to establish a plan to
resolve the situation, the City Commission declared the City to be in a financial emergency. Pursuant to the City's
request, the Governor issued Executive Order 96-391 effective December 11, 1996, creating the Financial Oversight
Board (the "FOB") to monitor the financial affairs of the City. The FOB was established as a five -member board,
appointed by the Governor. Also, Executive Order 96-391 directed the FOB to enter into an Intergovernmental
Cooperation Agreement (the "ICA"). The ICA was entered into between the City, the Governor and the FOB and it is
through the ICA that the FOB received its power and authority. Further, the ICA established a corrective action plan
and outlined an approval process for all functions key to the financial recovery process.
Pursuant to the corrective action plan the City implemented the following: (1) A financial recovery plan for
fiscal year 1996-97 shall be developed by the City and approved by the FOB to eliminate the $68 million deficit and
structurally balance recurring revenues with recurring expenditures; (2) All budgets developed by the City for five
fiscal years of balanced operations were approved by the FOB before final adoption; (3) Monthly financial reports were
prepared by the City and submitted to the FOB, which monitored budget to actual revenues and expenditures and
explained trends and variances; (4) A five year plan was developed by the City and approved by the FOB for fiscal
year 1996-97 through fiscal year 2000-01. The plan included forecasts of revenues and expenditures (both recurring
and non-recurring), address managerial, operational and other deficiencies and must show how the City plans to
balance its operations in each year. This plan was updated annually by the City and approved by the FOB; (5) The
City was prohibited from expending funds on anything but debt service payments if it was not operating under an FOB
approved budget; (6) An official Estimating Conference made up of professional staff including the FOB's financial
advisor, reviewed and approved all revenue and expenditure estimates used in the budgets and Five Year plans of the
25
02-. 741
City; (7) A Fiscal Sufficiency Advisory Board was created to ensure the City establishes and maintains segregated debt
service payment accounts and that appropriate balances in the debt service funds were kept, and timely payment of debt
service on bonds was made by the City; (8) A Contract Review Committee was established and the City was required
to submit any amendment, renewal, extension or new contract with a value of $4,500 or more to the Contract Review
Committee for approval before the City could enter into the contract. The amount was later amended upward to
$10,000 or more; and (9) A time frame was provided for all required actions in the ICA. See "CURRENT
FINANCIAL STATUS OF THE CITY" for a description of City policies resulting from the ICA's corrective plan.
Since 1997, the FOB met 46 times in fulfillment of its role and pursuant to the requirements set forth in the
ICA. Pursuant to its terms, the ICA terminates once the City has ended each of five consecutive fiscal years with
balanced operations. The City's external auditors have confirmed the City's balanced operations each of the past five
fiscal years (fiscal years 1996 through 2000). No other financial emergency conditions pursuant to Section 218.503,
Florida Statutes have arisen concluding the terms of the ICA. With the release of the fiscal year 2001 Audited Financial
Statement, which was released March 7, 2002, the City has fulfilled all of its obligations pursuant to the ICA.
Consequently, the Governor, by letter dated March 19, 2002, declared that the City is no longer in a state of financial
emergency. Therefore, the FOB was officially dissolved.
Securities and Exchange Commission Actions
On September 22, 1999, the Securities and Exchange Commission instituted an Administrative Proceeding
against the City of Miami, Florida, its former City Manager, Cesar Odio, and its former Finance Director, Manohar
Surana, AP File No. 3-10022. The SEC's Division of Enforcement alleged that the City violated Sections 17(a)(1),
17(a)(2) and 17 (a)(3) of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934, and Rule
10(b)(5) thereunder, in connection with the sale of three bond offerings (the "Bond Offerings"), all of which occurred
in 1995. The Division also alleged that the City's two former officials were a cause of these violations. Messrs. Odio
and Surana each subsequently reached settlements with the SEC.
The Division alleged, among other things, that the Official Statements for the Bond Offerings and the City's
1994 Comprehensive Annual Financial Report omitted to disclose that the City's cash position had materiality declined
since the close of fiscal year 1994 and the Official Statements for the Bond Offerings failed to disclose that "Operation
Right -Size" (a plan instituted by the City to reduce costs), would not have been sufficient to remedy the City's
immediate economic problems. The SEC does not seek to impose monetary fines or penalties against the City, nor has
the City been requested to re -state any previously issued financial statements. The sole remedy sought against the City
was the entry of a cease and desist order.
In March 2000, the Division and the City proceeded to trial. On June 22, 2001, the Administrative Law
Judge ("ALJ") issued an Initial Decision ("Initial Decision"), in which the ALT concluded that the City violated the
federal securities laws and ordered that the City cease and desist from further violations of Exchange Act Section 10(b)
and Rule 10(b)(5) thereunder, and Section 17(a) of the Securities Act.
The City appealed from the Initial Decision contending that the ALF's Initial Decision was erroneous and
should be reversed and set aside by the SEC. The parties have fully briefed the issues and are awaiting the SEC's
decision.
In connection with the foregoing proceedings, the SEC instituted an action against Rauscher Pierce Refsnes,
Inc., now known as RBC Dain Rauscher Inc. ("Rauscher") alleging that as underwriter of the City's $72 million
Pension Bond Offering in 1995, Rauscher should have known certain material information regarding the City's
financial condition and that the official statement failed to disclose the City's true financial condition to investors. On
September 27, 2001, the SEC ordered Rauscher to (1) cease and desist from committing or causing any violation and
any future violation of Sections (17(a)(2) and (3) of the Securities Act, Section 15B(c)(1) of the Exchange Act and
26
U2- 741
MSRB Rule G-17; (2) pay a civil money penalty in the amount of $200,000 to the United States Treasury and (3)
comply with all provisions of the SEC Order.
In 1997, the City filed a professional malpractice action against the City's former external auditing firm. A
counterclaim was filed against the City alleging abuse of process in which the compensatory damages being sought are
not specified. Both parties have come to an agreement and the cases have been settled.
CURRENT FINANCIAL STATUS OF THE CITY
The City has made progress toward implementing the ICA's corrective plan. The FOB provided leadership
and guidance to the City when and where necessary. The City's present management has been stable and its key senior
management positions (those positions which report to the City Manager) are filled with trained professionals. The
City has adopted several policies, as outlined below, to help it to continue its long term growth and prevent significant
problems from developing again.
Adoption of Financial Integrity and Anti -Deficiency Ordinances
The City's Anti -Deficiency Ordinance was passed in fiscal year 1999. The Anti -Deficiency Ordinance
includes several provisions aimed at financial accountability, including holding department heads personally responsible
for departmental overruns. The Anti -Deficiency Ordinance provides that no contract or other agreement may be
entered into for future payment of money in excess of those funds approved in the current year budget. Further, if it is
reasonably believed or anticipated that the annual budget of an agency or department may exceed the sum appropriated
in the approved budget, then written notice shall be provided to the Mayor, City Commission, City Manager, City
Attorney, City Clerk and the Director of the Department of Management and Budget.
In January 2000, the FOB and the City's staff developed a Financial Integrity Ordinance. The ordinance
augments the City's Anti -Deficiency Ordinance. The Financial Integrity Ordinance was enacted as a preventative
measure setting forth financial practices that would prevent the recurrence of a financial emergency. It also includes a
self-governing provision whereby the City Auditor is required to prepare an annual report on the City's adherence to
these principles. The Financial Integrity Ordinance addresses the following integrity principles: (i) Structurally
Balanced Budget, (ii) Estimating Conference Process, (iii) Interfund Borrowing, (iv) Reserve Policies, (v) Multi-year
Financial and Capital Plan, (vi) Financial Oversight and Reporting, (vii) Basic Financial Policies, (viii) Evaluation
Committees, (ix) Full cost of Service and (x) Promoting Operating Efficiencies. The City has begun implementation of
this ordinance.
The City's Auditor issued its first report on July 3, 2001 for the period of February 1, 2000 through
September 30, 2000. Although, the City's Auditor found some areas which the City needs to improve upon, such as
the filing for reimbursements on a timely basis and recording of reimbursements due to the City as accounts receivable,
overall, the report was satisfactory. Since the date of the report, the City has taken steps to improve those areas
identified.
[Remainder of page left intentionally blank.]
27
02- 741
Adoption of Five Year Financial Plan
On October 12, 2000, the City adopted its Five Year Financial Plan for fiscal years 2001- 2005 (the "Five
Year Plan"). The City's total budget is projected to grow from the $510.4 million approved for fiscal year 2001 to
$535.9 million in fiscal year 2005. The Five Year Plan contemplates no increase in the ad valorem tax rate, no
increase in the fire fee and a five percent increase in business licenses for fiscal year 2002 and fiscal year 2004. The
chart below shows a summary of the remaining four years projection of revenues and expenses by fund:
Revenues
FY 2002
FY 2003
FY 2004
FY 2005
General Fund
$326,897,785
$334,590,402
$343,475,342
$355,911,253
Special Revenue
150,872,791
151,709,660
142,562,153
143,430,573
Funds
39,933,886
39,583,611
37,947,005
36,508,987
Debt Service Fund
Total All Funds
$517.704.462
$525,883.673
523.984.500
$535,850,813
Expenditures $326,897,785 $334,590,402 $343,475,342 $355,911,253
General Fund 150,872,791 151,709,660 142,562,153 143,430,573
Special Revenue 39,933,886 39,583,611 37,947,005 36,508,987
Funds
Debt Service Fund $517,704,462 $525.883.673 $523,984.50 $535,850,813
Total All Funds
The Five Year Plan anticipates that the City will have a structurally balanced budget with recurring revenue
capacity to resolve small deficits projected in expenditures over revenues in fiscal year 2004 and fiscal year 2005.
Reserve levels are consistent throughout the period.
The City is preparing a five year capital improvement plan that is separate from the Five Year Plan discussed
above. See "CURRENT FINANCIAL STATUS OF THE CITY -Capital Improvement Plan" herein.
Adoption of Investment Policy
The City adopted a detailed written investment policy on May 10, 2001, that applies to all cash and
investments held or controlled by the City and identified as "general operating funds" of the City with the exception of
the City's Pension Funds, Deferred Compensation & Section 401(a) Plans, and such funds related to the issuance of
debt where there are other existing policies or indentures in effect for such funds. Additionally, any future revenues,
which have statutory investment requirements conflicting with the City's Investment Policy and funds held by state
agencies (e.g. Department of Revenue), are not subject to the provisions of the policy.
The foremost objective of the investment program is the safety of the principal of those funds within the
portfolios. Investment transactions shall seek to keep capital losses at a minimum, whether they are from securities
defaults or erosion of market value. To attain this objective, diversification is required in order that potential losses on
individual securities do not exceed the income generated from the remainder of the portfolio. The portfolios are
required to be managed in such a manner that funds are available to meet reasonably anticipated cash flow
requirements in an orderly manner. Investment portfolios are required to be designed with the objective of attaining a
market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and
liquidity needs. Return on investment is of least importance compared to the safety and liquidity objectives described
in the policy. The policy provides that the portfolios shall be managed in such a manner that funds are available to
28
02-- 74i
meet reasonably anticipated cash flow requirements in an orderly maturer. In accordance with the City's
Administrative Policies, the responsibility for providing oversight and direction la regard to the management of the
investment program resides with the City's Finance Director. The Finance Director has established written Procedures
for the operation of the investment portfolio and a system of internal accounting and administrative controls. Pursuant
to the policy, the City may employ an Investment Advisor to assist in managing some of the City's portfolios, but has
not done so at this time. To the extent possible, an attempt shall be made to match investment securities with known
cash needs and anticipated cash flow requirements.
Subject to the exceptions in the City's investment policy, the City may invest in the following types of
securities: (a) The Florida Local Government Surplus Funds Trust Fund, (b) United States Government Securities, (c)
United States Government Agencies, (d) Federal Instrumentalities, (e) Interest Bearing Time Deposit or Savings
Accounts, (f) Repurchase Agreements, (g) Commercial Paper, (h) Corporate Notes, (i) Bankers' Acceptances, 0)
State and/or Local Government Taxable and/or Tax -Exempt Debt, (k) Registered Investment Companies (Money
Market Mutual Funds) and (1) Intergovernmental Investment Pool. Also, the City may invest in investment products
that include the use of derivatives as long as the dollar amount invested by the investment product is minuscule to the
total dollar amount invested by the investment product.
The City's investment policy may be modified from time to time by the City Commission.
The City's Finance Department strives to achieve maximum permissible financial return on available cash
resources. Idle cash balances are invested on a daily basis within the constraints imposed by applicable law and City
policies. Substantially all of the City's investments are either insured, registered or physically held in the City's name
in order to safeguard its investments. For purposes of maximizing interest earnings, substantially all of the City's cash
and investments are pooled, except where separate cash and investments accounts are maintained in accordance with
applicable legal requirements. The City's cash equivalents and investments consist of demand deposits with banks, and
money market fund investments with original maturities of -three months or less and equity in the City's cash
management pool.
As of January 31, 2002, approximately 76.5 % of the City's investment portfolio was invested in United States
Treasury Obligation and obligations of agencies of the United States Government. Approximately 23.5 % of the City's
investment portfolio was invested in money market funds and commercial paper.
Adoption of Debt Management Policy
The City adopted a Debt Management Policy on July 21, 1998 to provide guidance governing the issuance,
management, continuing evaluation of and reporting on all debt obligations issued by the City and to provide for the
preparation and implementation necessary to assure compliance and conformity with the policy. It is the responsibility
of the City's finance committee to review and make recommendations regarding the issuance of debt obligations and
the management of outstanding debt. The finance committee consists of seven voting members - five members of the
local business community which are appointed by the City Commission, the City Manager or his designee and the
City's Finance Director. The finance committee considers all issues related to outstanding and proposed debt
obligations, votes on issues affecting or relating to the credit worthiness, security and repayment of such obligations,
including but not limited to procurement of services, structure, repayment terms and covenants of the proposed debt
obligation, and issues which may affect the security of the bonds and ongoing disclosure to bondholders and interested
parties.
In the Debt Management Policy, the following policies concerning the issuance and management of debt were
established: (a) the City will not issue debt obligations or use debt proceeds to finance current operations; (b) the City
will utilize debt obligations only for acquisition, construction or remodeling of capital improvement projects that cannot
be funded from current revenue sources or in such cases wherein it is more equitable to the users of the projects to
29
02- 741
finance the project over its useful life; and (c) the City will measure the impact of debt service requirements of
outstanding and proposed debt obligat 3T -s on single year, five, ten and twenty year periods. This analysis will consider
debt service maturities and payment patterns as well as the City's commitment to a pay as you go budgetary capital
allocation.
The finance committee has approved the Series 2002 Bonds and their negotiated sale to the Underwriters.
Capital Improvement Plan
The City does not currently have a capital plan, but has hired Post, Buckley, Shuh and Jernigan as consultants to
prepare a twenty-year capital plan along with a current condition assessment of the City's infrastructure. The study is
currently underway and is expected to be completed in October, 2002. Proceeds of the approved limited ad valorem tax
revenue bonds, together with additional revenue bonds and other legally available funds of the City will be used to fund a
portion of the capital improvement plan. Such capital plan shall be implemented subject to the approval of the City
Commission. See "FUTURE BORROWINGS" herein.
Information Technology
Improvements in the City's intellectual infrastructure will be stressed during the next five years. As the City
emerges from its financial difficulties it has the additional resources to address software and hardware needs.
Information technology will constitute a critical element in the overall strategic plan formulated by the City. The City has
formulated a long-term strategic plan and is in the process of the implementing of the plan. The City Manager has
created an Information Technology Steering Committee composed of senior executives from all the City's critical
functional areas. This committee is charged with the responsibility of reviewing and approving all major technology
projects based on a sound business evaluation, establishing the priorities of major projects, allocating resources of time,
personnel and equipment to meet the needs of these projects, approving major software development and/or hardware and
software acquisitions, and setting the goals and scope of a disaster recovery and business continuity plan. The technology
improvements will be partially funded under the capital improvement plan. See "CURRENT FINANCIAL STATUS OF
THE CITY -Capital Improvement Plan" herein.
Fiscal and Accounting Procedures
The accounts of the City are organized on the basis of funds or account groups, each of which is considered a
separate accounting entity in accordance with generally accepted accounting principles, as defined by the Governmental
Accounting Standards Board ("GASB"). The operation of each fund is accounted for in a separate self -balancing set of
accounts which comprise its assets and other debits, liabilities, fund equities and other credits, revenues and
expenditures. Individual funds that have similar characteristics are combined into find types.
For the past 2 years the City has received the Certificate of Achievement for Excellence in Financial Reporting
from the Government Finance Officers Association of the United States and Canada. For a complete description of the
fund types and account groups, see Notes to General Purpose Financial Statements of the City in Appendix "C" herein.
GASB 34
In June 1999, the General Accounting Standards Board ("GASB") issued GASB Statement No. 34, Basic
Financial Statements — and Management's Discussion and Analysis — for State and Local Governments. This
statement will substantially affect the City's financial data accumulation and financial statement presentation processes.
The effective date of the new pronouncement will require implementation by the City for its fiscal year ending
September 30, 2002. The City staff has participated in various GASB Statement No. 34 training sessions offered by
the Florida Institute of Certified Public Accountants, Governmental Finance Officers Association and Florida
30
Governmental Finance Officers Association and have prepared internally a pro forma GASB 34 Model. The City
believes the implementation of GASB 34 will proceed as scheduled.
General Fund
The General Fund is the general operating fund of the City. It accounts for all financial resources except for
those required to be accounted for in another fund. The largest source of revenue in this fund is generated from ad
valorem taxation. The revenues and expenditures of the General Fund have stabilized at levels below the 1996
combination of proprietary operations into the fund. In addition to the five years of balanced budgets, the City has
rebuilt its reserves. Operations will be removed from the General Fund only when they can be operated as true
enterprise operations.
The following chart shows information regarding the General Fund over the five year period ending September
30, 2001.
[Remainder of page intentionally left blank.]
31
02- 741
Summary Schedule of Revenues, . - enditures and Changes in Fund Balance(M—A)
for the General Fund and Fund Balance (Deficit) Beginning of Year
Fiscal Year ended September 30'"
Revenues
2001
2000
1999
1998
1997
Taxes
$119,683,85
$120,426,16
$120,781,64
$108,172,64
$105,493,00
Franch. Fees/Other
1
7
9
8 14,419,801
0
Taxes
19,081,242
10,960,340
14,383,175
16,641,532
14,075,000
Licenses and permits
20,333,532
19,833,395
16,050,882
33,841,573
9,816,000
Intergovernmental
33,688,246
44,454,300
34,032,189
41,866,305
42,814,000
Charges for services
84,334,277
75,470,338
54,241,929
2,814,571
50,387,000
Fines and forfeitures
4,818,554
4,249,201
3,703,068
6,132,593
2,761,000
Interest
15,909,309
11,134,284
6,916,561
18,070,355111
2,939,000
Other
5,506,192
6,751,637
2,963,999
$241,959,37
6,503,000
Total Revenues
$303,355,20
$293,279,66
$253,073,45
8
$233,560,00
3
2
2
0
Expenditures
General government
$18,022,017
Planning & development
$24,592,817
$23,025,280
$20,509,297
5,330,525
$61,743,000
Public works
5,759,424
5,041,707
5,481,237
35,728,747
3,714,000
Public safety
40,975,451
37,015,471
38,799,233
116,894,329
31,142,000
Public facilities
132,844,965
135,173,374
126,287,513
3,556,522
107,127,000
Parks and recreation
4,547,020
4,379,971
3,819,893
6,994,947
7,337,000
Pensions
9,358,344
8,746,720
8,221,325
35,777,750
6,770,000
Organizational support
18,653,241
16,066,694
13,780,194
--
29,436,000
Risk management
23,148,843
21,341,763
17,556,879
21,631,701
--
Other
33,305,868
27,224,122
21,393,616
--
--
Non-departmental
--
--
--
23,560,648
13,204,00013
Total Expenditures
7,891,729
3,083,482 -
4,373,074
$267,497,18
$301,077,70
$281,098,58
$260,222,26
6
Excess (Deficiency) of
2
4
1
--
Revenues Over
$260,473,00
(Under)
0
Expenditures
(25,537,808)
2,277,501
12,181,078
(7,148,809)
Other financing
sources and (uses):
(26,913,000)
Operating transfers in
84,601,710(2
Operating transfers
42,369,469
37,752,300
37,894,600
out
(32,934,411
(13,985,473)
(28,054,155)
(29,868,163)
Z
59,605'004
Total other financing
sources, net
23,766,827
9,840,445
54,733,5479(
,041,000)
9,435,058
Excess of Revenues
and Other Financing
50,564,000
Sources Over
Expenditures and Other
35,947,905
2,691,636
29,195,739
Financing Uses
11,712,559
Fund balance (deficit)
43,039,538
40,973,658
1,835,000
23,651,000
at beginning of year
75,466,134
(3,521,309)6(
25,756)
9,942,919
Equity transfers in1(
3=662)
75.466.134
$43.039.538
0.973.658
(21,816,000'
(out)
$87.165.031
Fund balance at end of
year
o2- 7i 4 y �.
32
$1,835,
. 35.000
(1) Includes pension contributions of $12,725,420.
(2) Includes proceeds from land sales of $49,457,418.
(3) Includes interest charges of $5,285,000.
(4) Includes proceeds from land sales of $9,094,000.
Source: City of Miami, Florida
LIABILITIES OF THE CITY
Insurance Considerations Affecting the City
Section 768.28, Florida Statutes, provides limits on the liability of the State of Florida and its subdivisions of
$100,000 to any one person, or $200,000 for any single incident or occurrence. See "Ability to be Sued, Judgments
Enforceable" below. Under the protection of this limit and Chapter 440, Florida Statutes, covering Workmen's
Compensation, the City established a Self Insurance Fund to provide coverage for all areas of liability including
Workmen's Compensation, General Liability, Auto Liability, Police Professional Liability and Public Officials
Liability. The City is self-insured for most liability activities. In addition, the City has purchased an excess liability
policy (the "Excess Coverage") to limit catastrophic losses. This Excess Coverage policy has a self-insured retention of
$350,000 with limit of $5,000,000. The City also purchases commercial insurance for property, liability coverage for
the James L. Knight Center and Bayfront Park and Marinas Operators Liability for the City's marinas. The property
insurance has a deductible of $100,000 for all perils except windstorm, which has a separate deductible of 3% of the
insured value to a maximum of $6,000,000. The liability policies have a $5,000 and $500 deductible for James L.
Knight Center and Bayfront Park respectively and the Marinas policy has a $2,500 deductible.
Settled claims have not exceeded coverage in the past three years. The General Fund accounts for all risk of loss
to which the City is exposed, including general liability, property and casualty, workers' compensation, employee health
and accident and environmental. Claims expenditures and liabilities are reported when it is probable that a loss has
occurred and the amount of that loss can be reasonably estimated based on an independent actuarial valuation. The
budgeting process utilizes information developed in the previous year's actuarial report in addition to historical
information and present knowledge on the status of claims. The City is building a fund to meet unanticipated losses at
the rate of $1,100,000 per year. Currently, there is $3,300,000 in such fund.
Workers Compensation. The City has been working very hard to reduce the backlog of workers compensation
claims recently. The City has reduced the total number of open workers compensation claims from a high of 2,971 to
approximately 1,648 over the last two years. Such reduction equates to a 45% decrease. The City is continuing to
work on a program to further reduce claims and costs. They are currently reviewing the Worker's Compensation area
and are searching for a new head of the Risk Management Department. The table below shows the six year history of
the amounts paid by the City.
City of Miami
Workers Compensation Reserve Analysis as of September 30, 2001
Ultimate Reconciliation
($000's)
Estimated Selected
Policy
Selected
Reported
Paid Total
Case
IBNR* Ultimate
Year
Ultimate
Amounts
Amounts Reserve
Reserve
Reserve
/00
Change
200
6
$13,7
12 $5,62
$1,284
$12,462
$4,33
$8,125
1
Total
46
2
2,644
8,397
8
6,953
200
11,04
4,089
2,837
6,647
1,445
5,775
0
1
3,709
3,461
5,308
872
4,521
199
9,484
4,247
4,770
6,215
787
5,175
9
8,769
5,811
5.820
5.308
1,041
5.054
199
10,98
6.940
$ $1¢
2Q;i
1320
8
5
Sam
S2&
199
11.99
1$
7
4
199
W !
02`
741
33
$11,
022
10,7
75
9,10
8,27
5
9,85
3
11
32
$$a
152
$2,72
4
266
382
493
1,132
862
9 -
*IBNR - incurred but not reported.
Health Insurance. The City has a group accident and health policy whose premiums are tied to the
City's experience rating. Certain employees and retirees of the City contribute through payroll deductions or
deductions from pension payments, to the cost of group benefits. The remainder of the funds necessary are contributed
by the City based upon the number of participants in the plan. There was a less than 20% increase in the premiums of
the City's plan this past year and the City anticipates an additional increase next year.
Ability to be Sued, Judgments Enforceable
Notwithstanding the liability limits described below, the laws of the State of Florida provide that each
city has waived sovereign immunity for liability in tort to the extent provided in Section 768.28, Florida Statutes.
Therefore, the City is liable for tort claims in the same manner and, subject to limits stated below, to the same extent
as a private individual under like circumstances, except that the City is not liable for punitive damages or interest for
the period prior to judgment. Such legislation also limits the liability of a city to pay a judgment in excess of $100,000
to any one person or in excess of $200,000 because of any single incident or occurrence. Judgments in excess of
$100,000 and $200,000 may be rendered, but may be paid from City funds only pursuant to further action of the
Florida Legislature. See "Insurance Considerations Affecting the City" herein. Notwithstanding the foregoing, the
City may agree, within the limits of insurance coverage provided, to settle a claim made or a judgment rendered
against it without further action by the Legislature, but the City shall not be deemed to have waived any defense or
sovereign immunity or to have increased the limits of its liability as a result of its obtaining insurance coverage for
tortious acts in excess of the $100,000 or $200,000 waiver provided by Florida Statutes. See "LITIGATION" herein.
[Remainder of page left intentionally blank.]
34
U2_ 741
35
0 �- 741
Indebtedness of the City
Pursuant to the Debt Management Policy, the City's debt issuance is subject to the following
constraints: (i) the Net Debt Per Capita and the Net Debt to Taxable Assessed Value percentages, which shall be
determined by the finance committee by bench marking the City to current industry standards, and (ii) the maximum
maturity shall be the earlier of (a) the estimated useful life of the capital improvements being financed or (b) thirty
years or (c) in the event they issued to refinance outstanding debt obligations the final maturity of the debt obligations
being refinanced, unless a longer term is recommended the finance committee.
Direct Debt
The City has met certain of its financial needs through debt financing. The table which follows is a
schedule of the outstanding debt of the City as of June 30, 2002, including that which is payable from sources
other than ad valorem taxes.
DESCRIPTION Gran Central Corporation Loan Amount
General Obligations: Total Loans Issued
Public Parks & Recreational Facilities, Series $14,040,000
1977 Total Debt 9,150,000
Storm Sewer, Housing, Fire Fighting, Series 1981 70,100,000
General Obligation Refunding Bonds, Series 1992 31,860,000
General Obligation Refunding Bonds, Series 1993 32,510,000
General Obligation Refunding Bonds, Series $157,660,000
2002A
Total General Obligation Bonds
•11oI
Special Obligation and Revenue Bonds:
65,271,325
Special Obligation Bonds, Series 1986A
6,500,000
Special Revenue Refunding Bonds, Series 1987
11,500,000
Guaranteed Entitlement Rev. Bonds, Series 1989
18,000,000
Community Entitlement Rev. Bonds, Series 1990
22,000,000
Special Non -Ad Valorem Rev. Bonds, Series
1994
72,000,000
Special Obligation Non -Ad Valorem Rev. Bonds
$199,561,325
Special Obligation Non -Ad
Valorem Revenue
Bonds, Series 1995
Total Special Obligation and Revenue Bonds
$27,630,000
15,190,000
Loans:
30,000,000
Sunshine State Gov. Financing Commission Loans
5,100,000
Revenue Bond Program
2,500,000
Commercial Paper Program
Commercial Paper Program
5,500,000
Section 108 HUD Loan
Section 108 HUD Loan
3,500,000
Section 108 HUD Loan - Wynwood Foreign
1,708,864
Trade Zone, Inc.
$91,128,864
Sunshine State Gov. Financing Commission -
Secondary Loan
$448.350.189
36
02 741,
Outstanding
13,625,000
Balance
20,065,000
$550,000
2,355,000
66.745,000
39,390,000
$153,335,022
24,425,000
32,510,000
$99,230,00
$17,211,700
2,695,000
25,780,00
$1,375,000
4,700,000
45,030,022
1,400,000
3,640,000
2,855,000
4,860,000
Other Obligations
2,715,000
1,708,864
$61,070,564
$313.635.586
Pension Fund. The City's employees participate in two separate single employer defined benefit contributory
pension plans under the administration and management of separate Boards of Trustees: The City of Miami Fire Fighters'
and Police Officers' Retirement Trust ("FIPO") and the City of Miami General Employees and Sanitation Employees'
Retirement Trust ("GESE"). The plans cover substantially all City employees who contribute a percentage of their base
salary or wage on a bi-weekly basis.
The City's elected officials participate in a single employer defined benefit non-contributory pension plan under
the administration and management of a separate Board of Trustees, the City of Miami Elected Officers' Retirement
Trust ("EORT"). This plan covers all elected officials with 10 or more years of elected service.
City employees are required to contribute 10% of their salary to GESE and no more than 7% to FIFO. The
EORT is a non-contributory plan. Contributions from employees for FIPO and GESE are recorded in the period the City
makes payroll deductions from participants. The City is annually required to contribute such amounts as necessary on an
actuarial basis to provide FIFO and GESE with assets sufficient to meet the benefits to be paid. The ordinance covering
the FIFO (the "Pension Ordinance") provides for actuarial methodology for evaluating assets to be a moving market
value averaged over three years. The result cannot be greater than 100 percent of market value or less than 80 percent of
market value. The Pension Ordinance also provides for the FIPO Board of Trustees' actuary to use the actuarial
assumptions adopted the FIPO Board. Currently, the City and the FIPO are in discussions regarding the amount needed
for contribution. However, if the City's actuary and the FIPO's actuary cannot agree, together they may appoint a third
independent actuary. The third actuary is required to submit a fimding recommendation to the FIPO Board and the City
Commission. The City Commission is then required to fiord the amount recommended by either the FIPO's actuary or
the City's actuary, whichever recommendation is closer to the recommendation of the third actuary.
The City has challenged the normal costs contributions for the last two years and arbitration of this issue is still
pending. As a result, the City only paid a normal cost contribution of $5.4 million in October 2000 instead of $6.9
million and in October 2001, a normal cost contribution of $5.5 million instead of $5.6 million. The projected $23
million normal cost contribution by the FIPO actuary for October 2002 has not yet been adopted by the FIPO Board and
is still subject to review and revision. If after review and any subsequent revisions of the required normal cost
contribution of the City, the City and the FIPO Board are still not in agreement, the City would only be required to pay
$ 5.4 million until this issue is resolved through arbitration. The City believes it will have sufficient funds from its general
funds to fund the recommended amount accepted by the City Commission.
Accrued Compensated Absences. Under terms of Civil Service regulations, labor contracts and
37
02- 741
administrative policy, City employees are granted vacation and sick leave in varying amounts. Additionally, certain
overtime hours can be accrued and carried forward as earned fame off. Unused vacation and sick time is payable upon
separation from service, subject to various limitations depending upon the employee's seniority and civil service
classification. The amount accrued is currently $48,376,190. The City has set aside $4,500,000 in the budget for
fiscal year 2002 and pays such amounts as needed. Every three years the maximum number of hours which can be
carried forward is renegotiated with FIFO and GESE.
FUTURE BORROWINGS
The City Commission approved $255 million of limited ad valorem tax bonds by Ordinance No. 12137
enacted on October 11, 2001 and the citizens approved such bonds by referendum on November 13, 2001. The
proceeds will be used for acquiring, constructing and improving parks, streets and drainage and quality of life, historic
preservation improvements and homeland security, all of which are expected to be included in the City's capital
improvement plan.
The City anticipates issuing the first of the series of authorized limited ad valorem tax revenue bonds in July
2002 and the next series is anticipated to be issued in 2005.
LEGAL MATTERS
Certain legal matters incident to the validity of the Series 2002B Bonds are subject to the approval of Squire,
Sanders & Dempsey L. L.P. , Bond Counsel, Miami, Florida whose approving opinion in the form attached hereto as
"APPENDIX D —FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the
Series 2002B 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 Alejandro VilarelIo, Esq., City Attorney, and by
Bryant, Miller and Olive, P.A., Coral Gables, Florida and Manuel Alonso-Poch, P.A., Coral Gables, Florida, Co -
Disclosure Counsel to the City.
LITIGATION
There is no pending or, to the knowledge of the City, any threatened litigation against the City of any nature
whatsoever which in any way questions or affects the validity of the Series 2002B Bonds, or any proceedings or
transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Resolution, or the levy of the
ad valorem taxes. Neither the creation, organization or existence, nor the title of the present members of the City
Commission, or other officers of the City is being contested.
The City 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 City, but may, in the aggregate, have a
material impact thereon. In the opinion of the City Attorney, however, except as described below, the City will either
successfully defend such actions or otherwise resolve such matters without any material adverse consequences to the
financial condition of the City.
On July 13, 1999, the City Commission approved Ordinance No. 11813 (the "Parking Surcharge Ordinance")
pursuant to Section 218.503(5), Florida Statutes, which institutes a 20% surcharge for parking transactions at parking
facilities within the limits of the City. The effective date for the implementing of the surcharge was September 1,
1999. The surcharge is applicable to all parking facilities, public or private, where there is a charge, fee or exchange
for parking. It also applies to parking associated with valet service, events and parking validations. Various parties
sued the City challenging the Parking Surcharge Ordinance. The above lawsuits involve a class action claim wherein
38
012-
c2 `�
invalidation of the City's Parking Surcharge Ordinance is sought on the grounds that the enabling statute is a special,
rather than general, law. The statute was upheld by the trial court, but invalidated by the Third District Court of
Appeals in July 2001. The City has appealed to the Supreme Court of Florida, and a decision is expected within 30
days. The statute was amended in November, 2001. If the statute is invalidated by the Supreme Court, the City could
be required to return all revenues collected before the amendment, approximately $25 million, or could be required to
return only the sums collected between July, 2001 and the amendment, approximately $5 million. Even if the
unamended statute is declared invalid, the Supreme Court may determine that no funds are to be refunded because the
City collected the surcharge based upon a presumptively valid statute.
A class action suit was filed to challenge the City's Fire Rescue Assessment (the "Assessment"). The plaintiffs
contend that the Assessment is an unconstitutional tax on real property and, further, that it is not properly apportioned.
The City's motion for summary judgment is pending. However, a challenge to the City of North Lauderdale, Florida's
fire rescue assessment resulted in the Fourth District Court of Appeal concluding that the same was unconstitutional.
That decision is currently being appealed to the Supreme Court of Florida. Since the date of the decision of the Fourth
District Court of Appeal, the City has changed the Assessment to comply with the judgment of the Fourth District Court
of Appeal in the North Lauderdale case.
39
02- 741
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Pursuant to Section 517.051, Florida Statutes, as amended, no person may directly or indirectly offer or sell
securities of the City except by an offering circular containing full and fair disclosure of all defaults as to principal or
interest on its obligations since December 31, 1975, as provided by rule of the Florida Department of Banking and
Finance (the "Department"). Pursuant to Rule 3E-400.003, Florida Administrative Code, the Department has required
the disclosure of the amounts and types of defaults, any legal proceedings resulting from such defaults, whether a
trustee or receiver has been appointed over the assets of the City, and certain additional financial information, unless
the City believes in good faith that such information would not be considered material by a reasonable investor. The
City is not and has not been in default on any bond issued since December 31, 1975 which would be considered
material by a reasonable investor.
TAX MATTERS
General
In the opinion of Squire, Sanders & Dempsey L.L.P. , Bond Counsel, under existing law (i) interest on the
Series 2002B Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986, as amended (the "Code"), and is not an item of tax preference for purposes of the federal
alternative minimum tax imposed on individuals and corporations, and (ii) the Series 2002B Bonds and the income
thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198,
Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as
amended. Bond Counsel will express no opinion as to any other tax consequences regarding the Series 2002B Bonds.
The opinion on federal tax matters will be based on and will assume the accuracy of certain representations
and certifications, and continuing compliance with certain covenants, of the City be contained in the transcript of
proceedings and that are intended to evidence and assure the foregoing, including that the Series 2002B Bonds are and
will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond
Counsel will not independently verify the accuracy of those certifications and representations.
The Code prescribes a number of qualifications and conditions for the interest on state and local government
obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require
future or continued compliance after issuance of the obligations in order for the interest to be and to continue to be so
excluded from the date of issuance. Noncompliance with these requirements by the Issuer may cause the interest on the
Series 2002B Bonds to be included in gross income for federal income tax purposes and thus to be subject to federal
income tax retroactively to the date of issuance of the Series 2002B Bonds. The Issuer has covenanted to take the
actions required of it for the interest on the Series 2002B Bonds to be and to remain excluded from gross income for
federal income tax purposes, and not to take any actions that would adversely affect that exclusion.
Under Code provisions applicable only to certain corporations (as defined for federal income tax purposes), a
portion of the excess of adjusted current earnings (which includes interest on all tax-exempt obligations, including the
Series 2002B Bonds) over other alternative minimum taxable income is included in alternative minimum taxable income
that may be subject to a corporate alternative minimum tax. In addition, interest on the Series 2002B Bonds may be
subject to a branch profits tax imposed on certain foreign corporations doing business in the United States and to a tax
imposed on excess net passive income of certain S corporations.
Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain
adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including
financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those
that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise
40
02— 741
eligible for the earned income tax credit. The applicability and extent of these or other tax consequences will depend
upon the particular tax status or other tax items of the owner of the Series 2002B Bonds. Bond Counsel will express no
opinion regarding those consequences.
Purchasers of the Series 2002B Bonds at other than their original issuance at the respective prices indicated on
the cover of this Official Statement should consult their own tax advisers regarding other tax considerations such as the
consequences of market discount.
[Original Issue Discount and Original Issue Premium
Certain of the Series 2002B Bonds ("Discount Bonds") as indicated on the cover page of this Preliminary
Official Statement were offered and sold to the public at an original issue discount ("OID"). OID is the excess of the
stated redemption price at maturity (the principal amount) over the "issue price" of a Discount Bond. The issue price
of a Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons
acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same
maturity is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount
Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter
permitted compounding interval selected by the owner). The portion of OID that accrues during the period of
ownership of a Discount Bond purchased in the initial offering at the price for such Discount Bond stated on the cover
of this Preliminary Official Statement (i) is interest excludable from the owner's gross income for federal income tax
purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series
2002B Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity,
redemption, prior sale or other disposition of that Discount Bond. A purchaser of a Discount Bond at its issue price in
the initial public offering who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of
that Discount Bond.
Certain of the Series 2002B Bonds ("Premium Bonds") as indicated on the cover of this Preliminary Official
Statement were offered and sold to the public at a price in excess of their stated redemption price (the principal
amount) at maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is
amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in
the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to
be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded
semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of
determining the owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of
a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues
during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from
the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for
that Premium Bond. A purchaser of a Premium Bond at its issue price in the initial public offering who holds that
Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date that results in the lowest
yield on that Premium Bond) will realize no gain or loss upon the retirement of that Premium Bond.
Owners of Discount and Premium Bonds should consult their own tax advisers as to the determination for
federal income tax purposes of the amount of OID or bond premium properly accruable in any period with respect to
the Discount or Premium Bonds and as to other federal tax consequences and the treatment of OID and bond premium
for purposes of state and local taxes on, or based on, income.]
RATINGS
Moody's Investor's Service ("Moody's"), Fitch Ratings and Standard & Poor's Ratings Group ("S&P") are
expected to assign their municipal bond ratings of "!," "_" and "_," respectively, to the Series 2002B Bonds
41
02- 741
with the understanding that upon delivery of the Series 2002B Bonds, the municipal bond insurance policy will be
issued by the Insurer.
The ratings reflect only the views of said rating agencies and an 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 2002B Bonds.
FINANCIAL ADVISOR
The City has retained Stifel, Nicolaus & Co. Incorporated, Hanifen, Imhoff Division, as Financial Advisor in
connection with the City's financing plans and with respect to the authorization and issuance of the Series 2002B
Bonds. The Financial Advisor did not participate in the underwriting of the Series 2002B Bonds.
AUDITED FINANCIAL STATEMENTS
The General Purpose Audited Financial Statements of the City for the fiscal year ending September 30, 2001,
and report thereon of KPMG LLP (the "Independent Certified Public Accountant") are attached hereto as
"APPENDIX C - GENERAL PURPOSE AUDITED FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2001." Such statements speak only as of September 30, 2001.
UNDERWRITING
The Series 2002B Bonds are being purchased by the underwriters shown on the cover of the Preliminary
Official Statement (collectively, the "Underwriters") at an aggregate purchase price of $ (the par
amount of the Series 2002B Bonds, [plus net original issue premium] [less net original issue discount] of
$ , less Underwriters' discount of $ and plus accrued interest of $ ). The
Underwriters' obligations are subject to certain conditions precedent described in the Bond Purchase Contract entered
into between the City and the Underwriters, and they will be obligated to purchase all of the Series 2002B Bonds if any
Series 2002B Bonds are purchased. The Series 2002B Bonds may be offered and sold to certain dealers (including
dealers depositing such Series 2002B 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.
VERIFICATION OF ARI17ffi1IETICAL COMPUTATIONS
The accuracy of the arithmetical computation of the adequacy of the maturing principal amounts of, and
interest on, the Prior Bonds Government Obligations together with any uninvested amounts, to be held in the Prior
Bonds Escrow Deposit Fund to pay the principal, interest and redemption premium, if any, on the refunded Prior
Bonds, will be verified for the City by The Arbitrage Group, Inc., Houston Texas (the "Verification Agent"). Such
verification will be based on certain information supplied to the Verification Agent by the Underwriters.
CONTINGENT FEES
The City has retained Bond Counsel, Financial Advisor and Co -Disclosure Counsel with respect to the
authorization, sale, execution and delivery of the Series 2002B Bonds. Payment of the fees of such professionals and
an underwriting discount to the Underwriters are each contingent upon the issuance of the Series 2002B Bonds.
ENFORCEABILITY OF REMEDIES
42
02- 741
The remedies available to the owners of the Series 2002B Bonds upon an event of default under the Resolution
and the Municipal Bond Insurance Policy 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 Resolution, the Series 2002B Bonds and the Municipal Bond
Insurance Policy may not be readily available or may be limited. The various legal opinions to be delivered
concurrently with the delivery of the Series 2002B 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.
CONTWMG DISCLOSURE
The City will covenant for the benefit of the Series 2002 Bondholders to provide certain financial information
and operating data relating to the City and the Series 2002B Bonds in each year, and to provide notices of the
occurrence of certain enumerated material events. The City has agreed to file annual financial information and
operating data and its audited financial statements with each nationally recognized municipal securities information
repository then approved by the Securities and Exchange Commission (the "NRMSIRs"), as well as any state
information depository that is established in the State (the "SID"). Currently, there are no such SIDS. The City has
agreed to file notices of certain enumerated material events, when and if they occur, with the NRMSIRs or the
Municipal Securities Rulemaking Board, and with the SIDS, if any.
The specific nature of the financial information, operating data, and of the type of events which trigger a
disclosure obligation, and other details of the undertaking are described in "APPENDIX F -- FORM OF
DISCLOSURE DISSEMINATION AGENT AGREEMENT" attached hereto. The Disclosure Dissemination Agent
Agreement shall be executed by the City prior to the issuance of the Series 2002B Bonds. These covenants have been
made in order to assist the Underwriters in complying with the continuing disclosure requirements of Rule 15c2-12
promulgated by the Securities and Exchange Commission (the "Rule").
With respect to the Series 2002B 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 has never failed to comply with
any prior agreements to provide continuing disclosure information pursuant to the Rule.
ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT
The references, excerpts, and summaries of all documents, statutes, and information concerning the City 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 2002B Bonds, the security for the payment of the Series 2002B
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 from the date hereof.
FORWARD-LOOKING STATEMENTS
This Preliminary Official Statement contains certain "forward-looking statements" concerning the City's
operations, performance and financial condition, including its future economic performance, plans and objectives and
43
02-- 741
the likelihood of success in developing and expanding. 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. 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 2002B Bonds.
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 2002B 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 Preliminary Official Statement (other than information herein
related to the Insurer, the Municipal Bond Insurance Policy, 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 2002B Bonds, contain 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:
44
City Manager
APPENDIX A
GENERAL INFORMATION REGARDING THE CITY OF MIAMI
General
Now 106 years old, the City of Miami, Florida (the "City") is part of the nation's eleventh 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 with more than 362,000 residents, 60% of them foreign born. In physical size the City is not large,
encompassing only 34.3 square miles. The City is situated at the mouth of the Miami River on the western shore of
Biscayne Bay, the main port entry in Florida. The City is the southernmost major city and seaport in the continental
United States. The nearest foreign territory is the Bahamian Island of Bimini, 50 miles from the City's coast. In
population, the City is the largest of the 31 municipalities that make up Miami -Dade County and is the county seat.
Year
1960
1970
1980
1990
2000
2010
2015
City of
Miami
291,688
331,553
346,865
358,648
362,470
N/A
N/A
Percent
Change
13.6
4.6
3.4
1.0
N/A
N/A
Population
Miami -Dade
County
935,047
1,267,792
1,625,509
1,937,194
2,253,362
2,196,100
2,173,300
Source: University of Florida, Florida Statistical Abstract 2001
Government
Percent
Change
35.6%
28.2
19.2
16.3
-2.5
-1.0
State of
Florida
4,951,560
6,791,418
9,746,961
12,938,07
15,982,37
8
17,760,00
0
18,690,30
0
Percent
Change
37.2%
43.5
32.7
23.5
11.1
5.2
Since 1997, the City has been governed by a form of government known as the "Mayor -Commissioner plan."
There are five Commissioners elected 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 Commission. The Mayor
appoints the City Manager who functions as chief administrative officer.
City elections are held in November every two years on a non-partisan basis. Candidates for Mayor must run
as such and not for the Commission in general. At each election, two or three members of the Commission are elected
for four-year terms. Thus, the terms are staggered so that there are always at least two experienced members of the
Commission.
The City Manager serves as the administrative head of the municipal government, charged with the
responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure.
The City Manager also retains full authority in the appointment and supervision of department directors, preparation
of the City's annual budget and initiation of the investigative procedures. In addition, the City Manager takes
appropriate action on all administrative matters.
02- 741
Climate
Miami's climate is sub -tropical -marine, characterized by long summers with abundant rain fall and mild, dry
winters. The average temperature in the summer is 81.4 degrees Fahrenheit and 69.1 degrees Fahrenheit in the winter,
with an average annual temperature of 75.3 degrees.
Parks and Recreation
Outdoor recreational activities like golf, tennis, running, bicycling, rollerblading, boating and fishing can be
enjoyed year-round. Altogether, Miami -Dade County has 327 parks and recreational areas totaling 1.05 million acres,
including Everglades and Biscayne National Parks. Sixteen public golf courses and 590 public tennis courts are
available throughout the county.
Miami -Dade County's area's 22 public beaches comprise 1,400 acres, which are freely accessible and are
enjoyed year round by residents and tourists.
Athletics for spectator sports fans are held at the City -owned Orange Bowl Stadium, the Miami Convention
Center and the Miami Arena. Pro Player Stadium, which is used by the Miami Dolphins and the Florida Marlins, is
located in North Central Dade County. Sports competition includes professional and college football, basketball,
baseball and championship boat races. Other athletic events include amateur football, basketball, soccer, baseball,
motorcycle speedway racing and rowing events.
Education
Miami -Dade County's public school system is the fourth largest in the United States. The countywide school
district offers a wide variety of programs to meet the needs of its 350,000 -plus students. For example, Miami-Dade's
magnet schools provide intensive levels of instruction in subjects like science and technology, foreign languages, health
care, architecture, the performing arts and marine sciences. Other public school programs serve students with
different academic, physical or emotional needs, including gifted, advanced and remedial courses.
More than 68 percent of graduating seniors continue their education, and approximately 78,000 residents
pursue vocational and adult education studies.
Miami -Dade County is also noted for its high quality private schools, which include Guliver Academy, Miami
Country Day School and Ransom Everglades, as well as numerous schools affiliated with religious organizations.
Approximately 107,000 college students are studying at institutions of higher learning. Miami -Dade
Community College is the largest comprehensive community college in the United States. Florida International
University has two convenient and highly rated academic programs. The University of Miami, a private undergraduate
and graduate institution, includes diversified research facilities and exceptional schools of law, music, medicine, and
marine sciences. Barry University, St. Thomas University, and Florida Memorial College offer degrees in a variety of
subjects.
Medical
Miami -Dade County has the largest concentration of medical facilities in Florida, with 28 hospitals and more
than 29,000 licensed health care professionals. Nursing homes, adult congregate living facilities and home health care
services also serve the region.
The University of Miami Jackson Memorial Medical Center, the second-largest public hospital in the nation,
forms the hub of the region's medical centers, which includes world-renowned specialized facilities like Bascom
A-2
Palmer Eye Institute, the Mailman Center for Child Development and the Sylvester Comprehensive Cancer Center.
Miami -Dade County has an extensive network of community hospitals, such as Mount Sinai Medical Center,
Cedars Medical Center, Baptist Hospital, Mercy Hospital and Miami Children's Hospital. Nine area hospitals have
formed the Miami Medical Alliance, a cooperative effort to serve patients from Latin America and the Caribbean.
Transportation
Miami -Dade County has a comprehensive transportation network designed to meet the needs of residents,
travelers and area businesses. The county's internal transportation system includes Metrorail, a 21.1 mile above-
ground system linking Kendall, South Miami, Coral Gables, Brickell Avenue, Downtown Miami, the Medical Center,
Northwest Dade and Hialeah. Metromover, a 4.4 mile automated loop, carries passengers around downtown Miami,
Brickell Avenue and the Omni shopping center areas. More than 500 square miles of Miami -Dade County are covered
by Metrobus, which carries about 200,000 passengers daily. A new express bus route connects Cutler Ridge with
Metrorail. Cargo rail service is available from both the airport and seaport, and Amtrak has a passenger station in the
City. Tri -Rail, a 67 -mile train system, links West Palm Beach, Boca Raton, Fort Lauderdale, Hollywood and Miami
International Airport.
Miami International Airport. Miami International Airport is one of the busiest airports in the world for both
passengers and cargo traffic. It ranks second in the nation and ninth in the world in passenger traffic through the,
airport. The airport ranks second in the nation and fourth in the world in tonnage of domestic and international cargo
movement. In 2000 over 33 million air travelers were serviced by Miami International Airport, and approximately 3.6
billion pounds of cargo were handled. More than 120 airlines serve Miami International Airport, flying passengers to
more than 175 destinations on four continents. Miami International Airport is in the midst of a one billion dollar
expansion planned to service over 45 million passengers by the year 2005.
Port of Miami. The Port of Miami, known as the "cruise capital of the world," is operated by the Seaport
Department of the Miami -Dade County. From 1991 to 2000, the number of passengers sailing from the Port increased
from 2,928,532 to 3,364,643, and increase of 15%. The Port is currently the world's most active port in number of
passengers and frequency of sailings. Cargo movement through the Port has increased by 101 % in the last ten years of
operation. The Port's operating revenues are increasing, reaching an estimated $64.5 million in 1999. With tighter
fiscal control, new long-term contracts with major port customers and diligent collection of fees and rents, the revenue
stream should remain strong into the next century. The Port's fiscal health is important to the local economy,
contributing in excess of $8 billion annually and supporting 45,000 jobs. The Port has begun a five year, $346 million
capital improvement program.
Economy
The economic base of the City has diversified in recent years, shifting from reliance on the tourism industry to
a combination of manufacturing, services industries and international trade. The area's advantages in terms of climate,
geography, low taxes and skilled labor have combined to make the Miami area a prime relocation area for major
manufacturing firms and international corporate headquarters.
The following major companies have their Latin American headquarters located in the City :
The Gap, Inc. Caterpillar Americas Co. Les Must de Cartier International
Federal Express Corporation Ericsson, Inc. Eastman Chemical Latin America
Lucent Technologies Telefonica International USA, Inc. Polaroid Corporation
Barclays Bank PLC IBM Corporation Epson Latin America
Oracle Corporation Canon Latin America Credit Lyonnais
ABN AMRO Bank Acer Latin America Telia Swedtel
A-3
02- 741
Sony Latin America Mercedes Benz Latina AIB Financial Group
Eastman Chemical Latin America Sanofi Beaute Miami Nera Latin America
Volkswagen Group Latin America, Inc. Olympus America
Distribution of Major Employment Classifications
for City of Miami, Florida
Occupational Title
Executive/Managerial
Professional
Technician
Sales
Administrative Support including Clerical
Private Household
Protective Services
Other Service Occupations
Farming, Forestry & Fishing
Precision Production, Craft and Repair
Occupations
Machine Operators; Assemblers and
Inspectors
Transportation & Material Moving
Occupations
Handlers, Equipment Cleaners, Helpers
and Laborers
Total Employed
Source: Miami -Dade County, Florida
A-4
Employees Percentage
18,471 12.1
13,448 8.9
6,891 4.6
9,076 6.0
151.446 100.0
U2._. 741
of
Total
13,215
8.7
13,065
8.6
3,573
2.4
17,378
11.5
22,618
14.9
2,784
1.8
3,060
2.0
25,037
16.5
2,830
2.0
18,471 12.1
13,448 8.9
6,891 4.6
9,076 6.0
151.446 100.0
U2._. 741
Source: University of Florida, Florida Statistical Abstract 2001
Public Employers:
Name
Major Employers
Miami -Dade County Public Schools
Miami -Dade County
U.S. Federal Government
State of Florida
Public Health Trust/Jackson Memorial Hospital
City of Miami
Florida International University
Miami -Dade Community College
Miami Veteran Affairs Medical Center
Private Employers:
Name
American Airlines
Precision Response Corporation
University of Miami
Baptist Health Systems of South Florida
Bell South Telecommunications
Publix Super Markets
Florida Power & Light Company
Mount Sinai Medical Center of Greater Miami
Winn Dixie Stores
Royal Caribbean International/Celebrity Cruises
First Union National Bank of Florida
United Airlines
MasTec
United Parcel Service
Miami Herald Publishing
A-5
Florida
Unemplovment Rate
Number of Employees
4.8
4.3
3.9
3.6
35,469
30,000
18,276
18,100
8,191
3,400
2,591
2,345
2,000
Number of Employees
9,000
8,000
7,800
7,500
4,240
4,000
3,823
2,868
2,672
2,500
2,500
2,488
2,400
2,400
2,108
®2- 741
Labor Force and Employment Statistics
City of Miami, Florida
Civilian Unemployment
Period
Em to entLaho_
r Force Rate
1997
163,174
181,785 10.4%
1998
162,951
179,732 7.3
1999
165,324
180,502 8.4
2000
167,648
181,589 7.7
Source: University of Florida, Florida Statistical Abstract 2001
Public Employers:
Name
Major Employers
Miami -Dade County Public Schools
Miami -Dade County
U.S. Federal Government
State of Florida
Public Health Trust/Jackson Memorial Hospital
City of Miami
Florida International University
Miami -Dade Community College
Miami Veteran Affairs Medical Center
Private Employers:
Name
American Airlines
Precision Response Corporation
University of Miami
Baptist Health Systems of South Florida
Bell South Telecommunications
Publix Super Markets
Florida Power & Light Company
Mount Sinai Medical Center of Greater Miami
Winn Dixie Stores
Royal Caribbean International/Celebrity Cruises
First Union National Bank of Florida
United Airlines
MasTec
United Parcel Service
Miami Herald Publishing
A-5
Florida
Unemplovment Rate
Number of Employees
4.8
4.3
3.9
3.6
35,469
30,000
18,276
18,100
8,191
3,400
2,591
2,345
2,000
Number of Employees
9,000
8,000
7,800
7,500
4,240
4,000
3,823
2,868
2,672
2,500
2,500
2,488
2,400
2,400
2,108
®2- 741
Source: The Beacon Council -2000/2001 Miami Business Profile
Miami, Florida
Bank Deposits, 1996 - 2000
Miazili-Dade County is second only to New York in the greatest concentration of international and Edge Act
Banks in North America with 61 foreign bank agencies operating in the community. There are 12 Edge Act Banks that
are located in Miami -Dade County. These include: Banco Cafetero International, Banco de Bogota International,
Banco de Venezuela International, Banco Latino International, Banco Santander International, Bank of Boston
International, Citibank International, Coutts & Company (U.S.A.) International, I.B.J. Schroder International,
Republic International Bank of New York, American Express Bank International and Riggs International Corp. The
Federal Reserve Edge Act Amendment adopted in 1979, permits banks to open international banking subsidiaries
outside their home state. The Federal Reserve System has established a branch office in Miami -Dade county to assist
the Atlanta office with financial transactions in the South Florida area.
JUNE 30
Florida
NUMBER OF BANKS
TOTAL DEPOSIT
2000
25,894
72
$40,543,000,000
1999
1999 24,733
69
39,633,149,000
1998
67
28,996,024,000
1997
69
28,229,233,000
1996
72
26,748,125,000
Source: (1) F.D.I.C. was not available.
This data was provided by the Florida Bankers Association.
Record of Building Permits, 1997 through 2000
City of Miami, Florida
Commercial
Residential
Fiscal Year
Building Permits
Estimated Cost
Building Permits Estimated Cost
1997-98
3,199
$322 million
4,285 $44.2 million
1998-99
2,918
$697 million
4,552 $50.5 million
1999-00
2,370
$302 million
3,631 $33.0 million
(through
6/20/00)
Source: City of Miami, Florida
Per Capita Personal Income
Year Miami(')
Florida
US
1997 23,020
25,721
25,894
1998 23,972
26,931
27,321
1999 24,733
27,781
28,546
Source: University of Florida, Florida Statistical Abstract 2001
A-6
U2 741
(" Data is for Metropolitan Statistical Area
A-7
02- "7 41
Millage Rates
The following table shows millage rates for the City for fiscal years ending September 30, 1993 through
September 30, 2002.
The City of Miami, Florida
Property Tax Rates
Fiscal Year City Operations
Debt ServiceE'l
Total
2002 8.9950
1.2180
10.2130
2001 8.9950
1.2800
10.2750
2000 9.5000
1.4000
10.9000
1999 10.000
1.7900
11.7900
1998 9.5995
1.9200
11.5195
1997 9.5995
1.9200
11.5195
1996 9.5995
2.1060
11.7055
1995 9.5995
2.1060
11.7055
1994 9.5995
2.1060
11.7055
1993 9.5995
2.2126
11.8121
t13 Millage for voted debt service on general obligation bonds is excluded from the 10 mill cap set forth in Article
VII, Section 9(b) of the Florida Constitution.
0
Source: The City of Miami, Florida FY 1999, FY 2000, FY 2001 and FY 2002 Budgets
Assessed Valuations
The following table shows the assessed valuations for the City for fiscal years ending September 30, 1993
through September 30, 2002.
The City of Miami, Florida
Assessed Value of Taxable Property
1995 Real 07
Personal
1,241,431,7
Fiscal
1994 Property
Property
53
1993 $ 10,216,460,668
$1,758,100,
1,258,998,8
Year
14,619,965,442
101
20
['12002
13,143,276,381
1,657,551,5
12,655,367,
19
200
383
1,750,211,2
1
12,054,384,
83
200
369
1,334,992,6
0
11,383,265,
53
199
849
1,329,476,7
9
11,039,083,
97
199
007
1,323,876,6
8
10,702,353,
00
199
382
1,301,197,4
7
10,232,545,
62
199
197
1,264,806,5
6
9,991,788,8
33
A-8
0 '2 � �
Tota
1
$16,
378,06
5,543
14,8
00,827
,900
14,4
05,578
,666
13,3
89,377
,022
12,7
12,742
,646
12,3
62,959
,607
12,0
03,550
,844
11,4
97,351
,730
11,2
33,220
,560
11,4
75,459
,488
Homestead
Net Assessed
Exemptions
Value
$1,031,970,
$15,346,094
914
,629
1,029,461,5
13,771,366,
71
329
1,022,522,3
13,383,056,
56
310
1,013,367,2
12, 376, 009,
39
783
1,015,773,0
11,696,969,
92
554
1,013,566,8
11,349,392,
13
794
1,012,060,2
10,991,490,
07
637
1,007,531,5
10,489, 820,
94
136
1,006,367,1
10,226,853,
33
427
1,005,657,2
10,469,802,
30
258
Source: Miami -Dade County Property Appraiser's Office
W Subject to final adjustment
Tax Collection
It is the Miami -Dade County Tax Collector's duty on or before June 1 of each year to advertise and sell tax
certificates on real property delinquencies extending from the previous April 1. The tax certificates must not be less
than the amount of the taxes plus interest from April 1 to the date of sale, together with the cost of advertising and
expense of sale. Delinquent real property taxes bear interest at the rate of 18 % per year from April I until a certificate
is sold at auction, at which time the interest rate is as bid by the buyer of the certificate. Delinquent taxes may be
redeemed prior to sale of the tax certificates upon payment of all costs, delinquent taxes, and interest. The minimum
interest for delinquent taxes paid prior to the sale of a certificate is 3 %.
A tax certificate may be redeemed by paying the Miami -Dade County Tax Collector the face value of the
certificate, interest, costs, charges and omitted taxes, if any, plus a redemption fee of $5. The redeemer must pay the
interest rate due on the certificate or 5 % of the face amount of the certificate, whichever amount is greater, unless the
A-9
02- 741
certificate was bid at no interest.
Florida law provides a different method for the collection of delinquent tangible personal property taxes,
which includes the possible seizure and sale of the tangible personal property.
Tax Deeds
After two years from April l of the year of issuance of the tax certificate and before seven years of the date of
issuance, a private holder of any unredeemed tax certificate may apply for a tax deed to the property. Miami -Dade
County, for tax certificates that it has acquired, also has a two-year minimum wait for purchase of a tax deed,
beginning April 1 of the year of issuance of the certificate. Such procedures are governed by State law applicable to all
Florida counties.
The request for a tax deed is referred to the Clerk of the Circuit Court of Miami -Dade County who will hold
an auction after the proposed sale of the tax deed has been advertised for four consecutive weeks in a newspaper as
prescribed by law.
[Remainder of page intentionally left blank.]
A-10
02- 741
Tax Levies and Collections
The following table shows tax levies and tax collections in the City for the last ten fiscal years.
The City of Miami, Florida
Property Tax Levies and Collections
A-11
02- 741
COLLECTION
PERCENT
COLLECTION
FISCAL
TOTAL TAX
OF
OF LEVY
OF
YEAR
LEVY[']
CURRENT
COLLECTED
DELINQUENT
2001
$141,425,410
YEAR'S TAXES
95.13%
TAXES
2000
142,932,314
$134,535,715
95.17
$2,291,707
1999
145,913,155
136,028,063
98.36
2,255,654
1998
134,743,241
143,515,000
94.93
2,522,000
1997
132,850,000
127,911,000
96.94
2,496,000
1996
128,661,000
128,783,000
93.67
2,990,000
1995
120,805,000
120,519,000
95.97
2,945,000
1994
125,169,000
115,936,000
91.05
3,707,000
1993
130,702,000
113,966,000
88.56
5,754,000
1992
128,832,000
115,746,000
91.90
5,631,000
1992
121,377,000
118,396,000
1,673,000
5,780,000
A-11
02- 741
TOTAL
OUTSTANDI
COLLECTION
OUTSTANDI
NG
FISCAL
TOTAL TAX
S
NG
DELINQUENT
YEAR
COLLECTION
AS % OF
DELINQUEN
TAXES AS %
2001
S
CURRENT
T
OF
2000
$136,827,422
LEVY
TAXES121
CURRENT
1999
138,283,717
96.7500
$2,255,654
LEVY
1998
143,485,898
96.7500
3,633,429
1.59%
1997
130,407,000
98.3365
2,427,257
2.54
1996
131,773,000
96.7818
1,666,079
1.66
1995
123,464,000
99.1893
4,067,000
3.22
1994
119,643,000
95.9607
1,552,000
0.81
1993
119,720,000
99.0381
2,683,000
4.04
1992
121,377,000
95.6467
1,673,000
0.96
124,176,000
92.8654
3,942,000
4.35
96.3860
5,077,000
7.13
3.61
(1) Includes levies for general operations and debt service.
(2) Net of reserve
of approximately 5 % of total tax levy.
Source: The City of Miami, Florida
A-11
02- 741
A -Y2
02- 741
TAXPAYER
1.
SRI AETNA Life Insurance
Co.
2.
Florida Power & Light
3.
Metropolitan Life Insurance
4.
Bellsouth
5.
Prudential Insurance Co.
6.
Brickell Associates
7.
Cedeara Healthcare Group
LTD
8.
NOP LLC
9.
Brickell Equities Corp.
10,
Brickell Square
All Others
TOTAL
Ten Largest Tax Assessments
2001 Assessed Values
NATURE OF
ACTIVITY
Real Estate Investments
Utility
Real Estate Investments
Utility
Real Estate Investments
Office Building
Medical
Real Estate Investments
Real Estate Investments
Office Building
Various
A-13
ASSESSED
VALUE
PERCENT
$178,100,000
149,163,031
135,950,000
133,972,769
117,000,000
83,000,000
60,750,852
60,100,000
57,015,028
51,190,595
13,774,585,62
5
$14,800.827.9
00
1.20%
1.01
0.92
0.91
0.79
0.56
0.41
0.41
0.39
0.35
93.07
100.00%
02- 741
APPENDIX B
FORM OF THE BOND RESOLUTION
U2 741
APPENDIX C
GENERAL PURPOSE AUDITED FINANCIAL STATEMENTS OF THE CITY OF MIAMI
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2001
02- 741
APPENDIX D
FORM OF BOND COUNSEL OPINION
o2- 741
APPENDIX E
SPECIMN MUNICIPAL BOND INSURANCE POLICY
02_, 741.
APPENDIX F
FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT
02- 741.
Exhibit "E"
Continuing Disclosure Agreement
Miami; Document #: 95370 02- ( 4 1
DISCLOSURE DISSEMINATION AGENT AGREEMENT
This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of
2002, is executed and delivered by The City of Miami, Florida (the "Issuer") and Digital
Assurance Certification, L.L.C., as exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent"
or "DAC") for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to
provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States
Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from
time to time (the "Rule").
SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall
have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement
(hereinafter defined). The capitalized terms shall have the following meanings:
"Annual Report" means an Annual Report described in and consistent with Section 3 of this Disclosure
Agreement.
"Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to be filed
with the Repositories.
"Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i)
of the Rule and specified in Section 3(a) of this Disclosure Agreement.
"Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior fiscal year,
certified by an independent auditor as prepared in accordance with generally accepted accounting principles or
otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure
Agreement.
"Bonds" means the bonds as listed on the attached Exhibit A, with the 9 -digit CUSIP numbers relating thereto.
"Certification" means a written certification of compliance signed by the Disclosure Representative stating
that the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice delivered to the
Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event
notice required to be submitted to the Repositories under this Disclosure Agreement. A Certification shall accompany
each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the
Bonds and the 9 -digit CUSIP numbers for all Bonds to which the document applies.
"Disclosure Representative" means Finance Director or his designee, the senior member of the Issuer or his
or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent
from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent.
"Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting in its capacity as
Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by
the Issuer pursuant to Section 9 hereof.
"Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or
to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other
intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes.
"Information" means the Annual Financial Information, the Audited Financial Statements (ii; any) the Notice
Event notices, and the Voluntary Reports.
"Notice Event" means an event listed in Sections 4(a) of this Disclosure Agreement.
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the
Securities Exchange Act of 1934.
"National Repository" means any Nationally Recognized Municipal Securities Information Repository for
02- 741
purposes of the Rule. The list of National Repositories maintained by the United States Securities and Exchange
Commission shall be conclusive for purposee cf determining National Repositories. Currently, the following are
National Repositories:
DPC Data Inc.
One Executive Drive
Fort Lee, New Jersey 07024
(201) 346-0701 (phone)
(201) 947-0107 (fax)
Email: nrmsir@dpcdata.com
FT Interactive
Attn: NMSIRS
100 Williams Street
New York, New York 10038
(212) 771-6999 (phone)
(212) 771-7390 (fax for secondary market information)
(212) 771-7391 (fax for primary market information)
Email: NRMSIR@FTID.com
Bloomberg Municipal Repositories
100 Business Park Drive
Skillman, New Jersey 08558
(609)279-3225 (phone)
(609) 279-5962 (fax)
Email: Munis@Bloomberg.com
Standard & Poor's J.J. Kenny Repository -
55 Water Street
45' Floor
New York, New York 10041
(212) 438-4595 (phone)
(212) 438-3975 (fax)
Email: nrmsir repository@sandp.com
"Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds, as
listed on Appendix A.
"Repository" means the MSRB, each National Repository and the State Depository (if any).
"State Depository" means any public or private depository or entity designated by the State of Florida as a
state information depository (if any) for the purpose of the Rule. The list of state information depositories maintained
by the United States Securities and Exchange Commission shall be conclusive as to the existence of a State Depository.
Currently, the following depositories are listed by the Securities and Exchange Commission as available State
Depositories:
Municipal Advisory Council of Michigan
1445 First National Building
Detroit, Michigan 48226-3517
(313) 963-0420 (phone)
(313) 963-0943 (fax)
2. Municipal Advisory Council of Texas
600 W. Eighth Street
PO Box 2177
Austin, TX 78701
02-- 741
(512) 476-6947 (phone)
(512) 476-6403 (fax)
Ohio Municipal Advisory Council
9321 Ravenna Road, Unit K
Twinsburg, OH 44087-2445
(330) 963-7444 (phone)
(800) 969-OMAC (6622) (phone)
(330) 963-7553 (fax)
"Voluntary Report" means the information provided to the Disclosure Dissemination Agent by the Issuer
pursuant to Section 7.
SECTION 2. Provision of Annual Reports.
(a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the
Disclosure Dissemination Agent, together with a copy for the Paying Agent, not later than 30 days prior to the Annual
Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure
Dissemination Agent shall provide an Annual Report to each National Repository and the State Depository (if any) not
later than not later than June 30s' of each year, commencing with the fiscal year ending September 30, 2002. Such date
and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or
as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of
this Disclosure Agreement.
(b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has
not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the
Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking
to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either
(i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification) no
later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in
writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure
Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure
Dissemination Agent that a Notice Event as described in Section 4(a)(12) has occurred and to immediately send a notice
to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as Exhibit
B.
(c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 12:00
noon on the first business day following the Annual Filing Date for the Annual Report, a Notice Event described in
Section 4(a)(12) shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to
immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially
the form attached as Exhibit B.
(d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing
Date, the issuer shall, when the Audited Financial Statements are available, provide in a timely manner an electronic
copy to the Disclosure Dissemination Agent, accompanied by a Certificate, for filing with each National Repository
and the State Depository (if any).
(e) The Disclosure Dissemination Agent shall:
(i) determine the name and address of each Repository each year prior to the Annual Filing
Date;
(ii) upon receipt, promptly file each Annual Report received under Section 2(a) with each
National Repository, and the State Depository, (if any);
(iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d)
with each National Repository, and the State Depository (if any);
02- 741
(iv) upon receipt, promptly file the text of each disclosure to be made with each National
Repository or the MSRB and the State Depository (if any) together with a completed copy
of the MSRB Material Event Notice Cover Sheet in the form attached as Exhibit C,
describing the event by checking the box indicated below when filing pursuant to the
Section of this Disclosure Agreement indicated:
"Principal and interest payment delinquencies," pursuant to Sections 4(c) and
4(a)(1);
2. "Non -Payment related defaults," pursuant to Sections 4(c) and 4(a)(2);
3. "Unscheduled draws on debt service reserves reflecting financial difficulties,"
pursuant to Sections 4(c) and 4(a)(3);
4. "Unscheduled draws on credit enhancements reflecting financial difficulties,"
pursuant to Sections 4(c) and 4(a)(4);
5. "Substitution of credit or liquidity providers, or their failure to perform," pursuant
to Sections 4(c) and 4(a)(5);
6. "Adverse tax opinions or events affecting the tax-exempt status of the security,"
pursuant to Sections 4(c) and 4(a)(6);
7. "Modifications to rights of securities holders," pursuant to Sections 4(c) and
4(a)(7);
8. "Bond calls," pursuant to Sections 4(c) and 4(a)(8);
9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9);
10. "Release, substitution, or sale of property securing repayment of the securities,"
pursuant to Sections 4(c) and 4(a)(10);
11. "Ratings changes," pursuant to Sections 4(c) and 4(a)(11);
12. "Failure to provide annual financial information as required," pursuant to Section
2(b)(ii) or Section 2(c), together with a completed copy of Exhibit B to this
Disclosure Agreement;
13. "Other material event notice (specify)," pursuant to Section 7 of this Agreement,
together with the summary description provided by the Disclosure Representative.
(v) provide the Issuer evidence of the filings of each of the above when made, which shall be
by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent
under this Disclosure Agreement.
(f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing written
notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the Repositories,
provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one
year.
SECTION 3. Content of Annual Reports.
(a) Each Annual Report shall contain Annual Financial Information with respect to the Issuer, including the
information provided in the Official Statement under the headings:
a)
b)
C)
02_ 741
d)
e)
f)
g)
h)
. (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles
("GAAP") will be included in the Annual Report; provided, however, if the audited financial statements of the Issuer
are not completed prior to June 30P of any year, the Issuer shall provide unaudited financial statements on such date
and shall provide the audited financial statements as soon as practicable following their completion. Audited Financial
Statements (if any) will be provided pursuant to Section 2(d).
Any or all of the items listed above may be included by specific reference from other documents, including
official statements of debt issues with respect to which the Issuer is an "obligated person" (as defined by the Rule),
which have been previously filed with each of the National Repositories or the Securities and Exchange Commission. If
the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer
will clearly identify each such document so incorporated by reference.
SECTION 4. Reporting of Notice Events.
(a) The occurrence of any of the following events, if material, with respect to the Bonds constitutes a
Notice Event:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; '
Modifications to rights of Bond holders;
Bond calls;
Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds;
11. Rating changes on the Bonds;
12. Failure to provide annual financial information as required; and
The Issuer shall promptly notify the Disclosure Dissemination Agent in writing upon the occurrence of a Notice Event.
Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c). Such
notice shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of
the Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires for
the Disclosure Dissemination Agent to disseminate the information.
(b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure
Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so
notifies the Disclosure Representative, the Disclosure Representative will within five business days of receipt of such
notice, instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made
or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to
subsection (c), together with the text of the disclosure that the Issuer desires to make, the written authorization of the
o2- 741
Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires for the
Disclosure Dissemination Agent to disseminate the information.
(c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection
(a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall
promptly file a notice of such occurrence with the State Depository (if any) and (i) each National Repository, or (ii) the
MSRB.
SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent,
including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited
Financial Statements, notices of Notice Events, and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall
indicate the full name of the Bonds and the 9 -digit CUSIP numbers for the Bonds as to which the provided information
relates.
SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state
and federal laws, including but not limited to the Securities Act of 1933 and Rule lOb-5 promulgated under the
Securities Exchange Act of 1934, may apply to the Issuer, and that the failure of the Disclosure Dissemination Agent to
so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and
responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the
Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as
described in this Disclosure Agreement.
SECTION 7. Voluntary Reports.
(a) The Issuer may instruct the Disclosure Dissemination Agent to file information with the Repositories, from
time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a "Voluntary
Report").
(b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other
information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure
Agreement or including any other information in any Annual Report, Annual Financial Statement, Voluntary Report or
Notice Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any
information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice in addition to
that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this
Disclosure Agreement to update such information or include it in any future Annual Report, Annual Financial
Statement, Voluntary Report or Notice Event notice.
SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure
Dissemination Agent under this Disclosure Agreement shall terminate with respect to an issue of the Bonds upon the
legal defeasance, prior redemption or payment in full of all of the Bonds of such issue, when the Issuer is no longer an
obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure
Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no
longer required.
SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification,
L.L.C. as exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty
days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure
Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of
the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to
assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the
Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable
until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure
Dissemination Agent may resign at any time by providing thirty days' prior written notice to the Issuer.
SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure
Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders' rights to enforce the
provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to
02 741
compel performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in
accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document
relating to the Bonds, and all rights and remedies shall be limited to those expressly stated herein.
SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent.
(a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this
Disclosure Agreement. The Disclosure Dissemination Agent's obligation to deliver the information at the times and
with the contents described herein shall be limited to the extent the Issuer has provided such information to the
Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall
have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The
Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other
information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary
capacity for the Issuer, the Holders of the Bonds or any other parry. The Disclosure Dissemination Agent shall have
no responsibility for the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to
determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for
failing to determine, whether the Issuer has complied with this Disclosure Agreement. The Disclosure Dissemination
Agent may conclusively rely upon certifications of the Issuer at all times.
THE ISSUER AGREES TO INDEMNIFY AND SAVE THE DISCLOSURE DISSEMINATION AGENT AND ITS
RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS AGAINST ANY LOSS,
EXPENSE AND LIABILITIES WHICH THEY MAY INCUR ARISING OUT OF OR IN THE EXERCISE OR
PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER, INCLUDING THE COSTS AND
EXPENSES (INCLUDING ATTORNEYS FEES) OF DEFENDING AGAINST ANY CLAIM OF LIABILITY, BUT
EXCLUDING LIABILITIES DUE TO THE DISCLOSURE DISSEMINATION AGENT'S GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.
The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination
Agent and defeasance, redemption or payment of the Bonds.
(b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-
house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the
construction of any of the provisions hereof or its respective duties hereunder, and neither of them shall incur any
liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The fees and
expenses of such counsel shall be payable by the Issuer.
SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement,
the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this
Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in
federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such
amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself,
cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but
taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer or the
Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or
obligations without their consent thereto.
Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt
amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the
provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less
than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No
such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a
notice to the Disclosure Dissemination Agent in writing that it objects to such amendment.
SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the
Trustee of the Bonds, the Disclosure Dissemination Agent, the underwriter, and the Holders from time to time of the
Bonds, and shall create no rights in any other person or entity.
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SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of
New York (other than with respect to conflicts of laws).
SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same instrument.
The Disclosure Dissemination Agent and the Issuer have caused this Continuing Disclosure Agreement to be
executed, on the date first written above, by their respective officers duly authorized.
DIGITAL ASSURANCE CERTIFICATION, L.L.C., as
Disclosure Dissemination Agent
By:
Name:
Title:
THE CITY OF MIAMI, FLORIDA,
as Issuer
By:
Name:
Title:
02- 741
EXHIBIT A
Name of Issuer
Obligated Person(s)
Name of Bond Issue:
Date of Issuance:
Date of Official Statement
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
NAME AND CUSIP NUMBERS OF BONDS
The City of Miami, Florida
The City of Miami, Florida
Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2002B
, 2002
, 2002
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
CUSIP Number:
(12— '74"
EXffiBIT B
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Issuer
The City of Miami, Florida
Obligated Person: The City of Miami, Florida
Name of Bond Issue: The City of Miami, Florida Special Obligation Non -Ad Valorem Revenue Refunding
Bonds, Series 2002B
Date of Issuance: .2002
NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to
the above-named Bonds as required by the Disclosure Agreement, dated as of , between the
Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the
Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by
Dated:
cc: Issuer
Obligated Person
Digital Assurance Certification, L.L.C., as Disclosure
Dissemination Agent, on behalf of the Issuer
02 741
TO
CITY OF MIfM1, FLORIDA
INTER -OFFICE MEMORANDUM
The Honorable Mayor and
Members of the City Commission
FROM: Apw, *r^'•"" -"'V Ad
Carlos A. Gimenez
City Manager
Administrative Recommendation:
DATE:
SUBJECT:
15A
Issuance of Bonds
FILE:
To Refund Outstanding
REFERENCES: Special Obligation Bonds
ENCLOSURES:
It is respectfully recommended that the City Commission adopt the attached resolution
authorizing the issuance of the not to exceed $15,000,000 in aggregate principal of
Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2002 B. (the
"Series 2002 B Bonds"). The Series 2002B Bonds are being issued for the purpose of (i)
refunding all or a portion of the City's outstanding $18,000,000 Special Non -Ad Valorem
Bonds, Series 1994 on an advanced refunding basis and (ii) paying certain costs and
expenses incurred in connection with the issuance of the Series 2002B Bonds, including
the premium for a municipal bond insurance policy. The resolution delegates to the City
Manager the determination of certain matters and details concerning the bonds including
negotiating and obtaining a municipal bond insurance policy and a debt service reserve
surety for the bonds. The resolution also authorizes the negotiated sale of the bonds.
BACKGROUND:
The resolutions set the parameters under which the City Manager may execute a bond
purchase agreement for both transactions. Those parameters relate to the size of the
issuance and the percentage of saving that must be realized for the issuance to be
finalized. Attached to the respective resolutions are the Bond Purchase Agreement, the
Escrow Deposit Agreement, the Registrar and Paying Agent Agreement, The Preliminary
Official Statement and the Continuing Disclosure Agreement applicable to each
refunding. All of these documents have been drafted by or reviewed by our Bond
Counsel, Squire, Sanders & Dempsey, L.L.P. and our Disclosure Counsel, Bryant, Miller
and Olive, P.A.
The issuance of the Series 2002 A Bonds in conjunction with the issuance of the Series
2002 B Bonds will restructure a significant portion of the City's outstanding bonds
payable from non -ad valorem revenues to provide for a level debt service, uniform
interest and principal payment dates and net present value debt service savings.
Because of Federal Income tax considerations it is in the City's interest to sell the Series
2002 B no less than fifteen days following the sale of the Series 2002 A Bonds. Taken in
the aggregate, the sale of both the Series 2002 A and Series 2002 B, as proposed, will
02- 741
meet the City Finance Committee's stated criteria with regard to these bond refundings of
maximizing present value savings, leveling the annual debt service requirements for the
refunded bonds and generating gross cash savings. The City's Finance Committee also
approved the negotiated sale of the refunding bonds.
Based on market conditions as of June 14, 2002, the par amount of the Series 2002 A
Bonds is expected to be approximately $27,000,000 and the par amount of the Series
2002B is expected to be $13,500,000. It is expected that the combined net present value
savings from both transactions will exceed 3% of the par amount of the refunded bonds
or approximately $1.2 million.
CAGJN/SS
02-1