HomeMy WebLinkAboutR-95-0569J-g5-722
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RESOLUTION NO. 95s 9
A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI, FLORIDA, AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED
$22,000,000 SPECIAL OBLIGATION NON -AD VALOREM
REVENUE BONDS, SERIES 1995 (ADMINISTRATION
BUILDINGS ACQUISITION PROJECT), OF THE CITY
FOR THE PURPOSE OF FINANCING THE ACQUISITION
OF AND CERTAIN IMPROVEMENTS TO ADMINISTRATIVE
BUILDINGS FOR THE USE BY THE CITY OF MIAMI AND
ITS AGENCIES; PROVIDING FOR THE PAYMENT OF THE
BONDS FROM NON -AD VALOREM REVENUES AVAILABLE
TO THE CITY, MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; APPOINTING
BOND COUNSEL; APPROVING A NEGOTIATED SALE OF
THE BONDS; DELEGATING TO THE CITY MANAGER, OR
HIS DESIGNEE, THE SELECTION OF AN UNDERWRITING
GROUP AND A REPRESENTATIVE THEREOF, THE
AUTHORITY TO AWARD A NEGOTIATED SALE OF THE
BONDS TO THE UNDERWRITING GROUP, THE APPROVAL
OF THE CONDITIONS AND CRITERIA OF SUCH SALE,
THE APPROVAL OF THE PRELIMINARY OFFICIAL
STATEMENT AND FINAL OFFICIAL STATEMENT WITH
RESPECT TO THE BONDS, AND THE APPROVAL OF A
BOND PURCHASE CONTRACT; SELECTING A BOND
INSURER, IF DEEMED NECESSARY, SELECTING A BOND
REGISTRAR AND PAYING AGENT; PROVIDING AN
EFFECTIVE DATE; AND PROVIDING CERTAIN OTHER
DETAILS.
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
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 Article I hereof.
"Additional Bonds" means additional obligations issued
under this resolution in compliance with the terms, conditions and
limitations contained herein, which will have a lien on h SSIOAT
Revenues ranking equally with the lien of the 1995 Bon s' G OF
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"Administration Buildings Acquisition Fund" means the
Administration Buildings Acquisition Fund established pursuant to
Section 7.01 of this Resolution.
"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 of a
designated Series, as established by resolution or ordinance of the
Issuer at or before the delivery of that Series of Term Bonds.
"Annual Budget" means the budget or budgets, as amended
and supplemented from time to time, prepared by the Issuer for each
Fiscal Year in accordance with the laws of the State of Florida.
"Authorized Depositary" means any bank, trust company,
national banking association, savings and loan association, savings
bank or other banking association selected by the Issuer as a
depositary, which is authorized under Florida law to be a
depositary of public funds of the Issuer and which has qualified
with all applicable state and federal requirements concerning the
receipt of Issuer funds.
"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 Insurer" means with respect to any Series of Bonds,
the issuer of a municipal bond insurance policy insuring the
payment, when due, of the principal of and interest on such Series
of Bonds.
"Bond Obligation" means, as of the date of computation,
the sum of: (i) the principal amount of all Current Interest Bonds
then Outstanding and (ii) the Compounded Amount on all Capital
Appreciation Bonds then Outstanding.
"Bondholders" means the registered owners (or their
authorized representatives) of Bonds.
"Bonds" means the 1995 Bonds and any Additional Bonds
authorized to be issued pursuant to Article X below.
111995 Bonds" means The City of Miami, Florida Special
Obligation Non -Ad Valorem Revenue Bonds, Series 1995
(Administration Buildings Acquisition Project), or Bonds of such
-other designation as authorized by Section 5.01 hereof, authorized
to be issued pursuant to this resolution in the aggregate principal
amount of not to exceed $22,000,000.
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111995 Bonds Reserve Requirement" means the lesser of (i)
the Maximum Bond Service Requirement with respect to the 1995
Bonds; (ii) 1251; of the average Bond Service Requirement with
respect to the 1995 Bonds, or (iii) ten percent (3.0%) of the
proceeds (within the meaning of Section 148 (d) (2) of the Code) of
the 1995 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 Bonds during that Bond Year, including the
accreted interest component of the Compounded Amount of
Capital Appreciation Bonds coming due during that Bond
Year,
(2) The amount required to pay the principal of
Serial Bonds and the principal of Term Bonds, including
the principal component of the Compounded Amounts of
Capital Appreciation Bonds maturing in that Bond Year
that are not included in the Amortization Installments
for such Term Bonds, and
(3) The Amortization Installment for all series of
Term Bonds for that Bond Year.
The interest rate for Variable Rate Bonds shall be calculated
as follows:
(A) For purposes of determining (i) the amount
required to be budgeted pursuant to Section 6.03 below,
and (ii) the Bond Service Requirement for purposes of
Section 10.02(1) hereof; (x) to the extent that the
principal amount of all outstanding variable rate debt
payable from one or several of the sources of legally
available non -ad valorem revenues is less than 25% of all
indebtedness secured in whole or in part by one or
several of the sources of legally available non -ad
valorem revenues, the Maximum Bond Service Requirement
shall be calculated assuming an interest rate equal to
the greater of 12% per annum or the Bond Buyer 40 Index
published. immediately prior to making such determination,
(y)- to the extent that the principal amount of all
outstanding variable rate debt payable from one or
several of the sources of legally available non -ad
valorem revenues is greater than 25% of the principal
amount of all indebtedness secured in whole or in part by
one or several of the legally available non -ad valorem
revenues, the Maximum Bond Service Requirement shall be
calculated assuming the maximum permissible rate, and (z)
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for purposes of such calculations, Variable Rate Bonds
shall be assumed to be amortized in up to 20 years with
level debt service; and
(B) For purposes of calculating the Reserve
Requirement, Variable Rate Bonds shall be assumed to bear
interest at a rate of 9.296.
"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 same year; provided that when such term is used to
describe the period during which deposits are to be made pursuant
to Article VII hereof to amortize the principal and interest on the
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.
"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.
"Capital Appreciation Bonds" means Bonds that bear
interest, compounded semiannually, that is payable only at maturity
or upon redemption prior to maturity in amounts determined by
reference to the Compounded Amounts.
"City Manager" means the City Manager of the Issuer or
any Assistant City Manager or other designee of the City Manager.
"Clerk" means the City Clerk or any Deputy City Clerk of
the Issuer.
"Closing Date" means, with respect to a particular Series
of Bonds issued hereunder, the date of issuance and delivery of
such Bonds to the original purchaser or purchasers thereof.
"Code" means the Internal Revenue Code of 1986, as
amended, or any corresponding provisions of any future laws of the
United States of America relating to federal income taxation, and
except as otherwise provided herein or required by the context
thereof,, includes interpretations thereof contained or set forth in
the applicable regulations of the Department of the Treasury
(including applicable final regulations, temporary regulations and
proposed regulations), the applicable rulings of the Internal
Revenue Service (including published Revenue Rulings and private
letter rulings) and applicable court decisions.
"Composite Reserve Requirement" means the lesser of (i)
ten percent (10%) of the proceeds (within the meaning of Section
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148(d),(2) of. the Code) of the Bonds secured thereby, (ii) 125% of
the average Bond Service Requirement with respect to the Bonds
secured thereby and (iii) the Maximum Bond Service Requirement with
respect to the Bonds
"Composite Reserve Account" means the account in the
Reserve Fund established pursuant to Section 7.01 hereof.
"Compounded Amounts" means the principal amount of the
Capital Appreciation Bonds plus the amount of interest that has
accreted on such Bonds, compounded semiannually, to the date of
calculation, determined by reference to accretion tables contained
in each such Bond or an. offering circular with respect thereto.
The Compounded Amounts for such Bonds as of any date not stated in
such tables shall be calculated by adding to the Compounded Amount
for such Bonds as of the date stated in such tables immediately
preceding the date of computation a portion of the difference
between the Compounded Amount for such preceding date and the
Compounded Amount for such Bonds as of the date shown on such
tables immediately succeeding the date of calculation, apportioned
on the assumption that interest accretes during any period in equal
daily amounts on the basis of a year of twelve 30-day months.
"Cost of the Project" means those costs described in
Section 5.01 hereof.
"Covenant Revenues" means the legally available non -ad
valorem revenues budgeted and appropriated to pay the principal of,
premium, if any, and interest on the Bonds of a particular series
pursuant to Section 6.03 hereof.
"Current Interest Bonds" means Bonds that bear interest
which is payable annually, semiannually or monthly, or such more
frequent_ interval as the Issuer may determine.
"Dated Date" means the date of authentication or issuance
of a Bond.
"Director of Finance" means the Director of Finance of
the Issuer or his designee.
"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 Issuer pursuant to general law.
"Governing Body" means the City Commission of The City of
Miami, Florida.
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"Investment Obligations" means, to the extent provided 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 States; 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 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;
uLctt.u.L Li-_.C,;1 uL rive more Lnan Jbb nays) or 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 CD1' 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;
(7) investments in money-market funds rated "AAAm" or
- "AAAm-G" by S&P;
(8) repurchase agreements collateralized by Direct
obligations, GNMAs, FNMAs or FHLMCs with 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 11A3" or better by Moody's, and "A-11' 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 ( "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 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.
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350.0 et seq. in such securities is created for the
benefit of the Trustee; and
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
e. 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%.
investment agreements, the issuer, form and substance of
which, so long as the 1995 Bonds are outstanding, are
specifically approved by the Series 1995 Bond Insurer.
"Issuer" means The City of Miami, Florida.
"Manager's Certificate" means a certificate signed by the
City Manager which establishes the terms and conditions of each
series of the Bonds.
"Mayor" means the Mayor or, in his or her absence or
inability to perform, the Vice -Mayor of the Governing Body of the
Issuer.
"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 Bonds for which Amortization Installments have been
established, the amount of principal coming due on the final
maturity date with respect to such Bonds shall be reduced by the
aggregate principal amount or Compounded Amounts, as the case may
be, of such Bonds that are to be redeemed or paid from Amortization
Installments to be made in prior Bond Years. For purposes of this
resolution, the Maximum Bond Service Requirement shall be
calculated at least annually as of the first day of each Bond Year
and as of the date of issuance of any Series of Bonds hereunder.
"Moody's" means Moody's Investors Service, and its
successors.
"Outstanding" or "Bonds outstanding" means all Bonds
which have been issued pursuant to this resolution except:
(a) Bonds cancelled after purchase in the open
marked or because of payment at or redemption prior to
maturity;
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(b) Bonds for the payment or redemption of which
pursuant to Section 13.02 of this resolution cash funds
or Direct Obligations or any combination thereof shall
have been theretofore irrevocably set aside in a special
account with the Paying Agent of an Authorized Depositary
acting as an escrow agent (whether upon or prior to the
maturity or redemption date of any such Bonds) in an
amount which, together with earnings on such Direct
Obligations, will be sufficient to pay the principal of
and interest on such Bonds at maturity or upon their
earlier redemption; provided that, if such 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 and
interest on all Bonds at such redemption dates shall have
been given to the Paying Agent; and
(c) Bonds which are deemed paid pursuant to Section
5.08 hereof or in lieu of which other Bonds have been
issued under Section 5.04 hereof.
"Paying Agent" means the Issuer or any Authorized
Depositary designated by the Issuer to serve as a Paying Agent or
place of payment for the Bonds issued hereunder that shall have
agreed to arrange for the timely payment of the principal of,
interest on and redemption premium, if any, with respect to the
Bonds to the registered owners thereof, from funds made available
therefor by the Issuer, and any successors designated pursuant to
a resolution or ordinance.
"Pledged Revenues" means the Covenant Revenues and income
received from the investment of moneys deposited in the funds and
accounts established hereunder.
"Project" means the acquisition of, and certain
improvements to, administrative buildings for the use by the Issuer
and its agencies. In particular, the Project shall include:
(1) the acquisition of, and capital improvements to, real
property, and any structures thereon, described as follows:
Tracts 1,-2, and 3 of "RIVERSIDE PLAZA", according to the
Plat thereof, recorded in Plat Book 139, at Page 43 of
the Public Records of Dade County, Florida
located generally at 400 S.W. 2nd Avenue Miami, Florida 33131
and known as the FPL Building Acquisition;
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(2) capital improvements to the facilities generally located
at 1300 N.W. 50th Street, Miami, Florida 33142 and known as Hadley
Park;
(3) the acquisition of and capital improvements to an
administration building at a site to be determined by the Governing
Body in the area known as Southeast Overtown/Parkwest for use by
the community redevelopment agency responsible for such areas or
the Issuer; and
(4) any other acquisition or capital improvement to an
administration building selected by the Governing Body and approved
by subsequent resolution.
"Qualified Independent Consultant" means one or more such
qualified and recognized independent consultants, having favorable
repute, skill and experience with respect to the acts and duties
required of 'a Qualified Independent Consultant by a particular
section or sections hereof, as shall from time to time be retained
by the Issuer for the purposes hereof.
"Rebate Year" means, with respect to a particular Series
of Bonds issued hereunder, the period selected by the Issuer with
respect to such Series of Bonds pursuant to the Code.
"Rebate Amount" shall have the meaning ascribed to that
term in Section 13.03 of this resolution.
"Registrar" means the Issuer or any agent designated from
time to time by the Issuer, by ordinance or resolution, to maintain
the registration books for the Bonds issued hereunder or to perform
other duties with respect to registering the transfer of Bonds.
111995 Reserve Account" means the 1995 Reserve Account
established pursuant to Section 7.01 of this Resolution.
"Reserve Fund" means the Reserve Fund established
pursuant to Section 7.01 of this Resolution.
111995 Reserve Product" means the Reserve Fund Policy
_issued to the Issuer by the 1995 Reserve Product Provider with
respect to the 1995 Reserve Account in an available amount equal to
the 1995 Bonds Reserve Requirement.
111995 Reserve Product Provider" means any Reserve Product
Provider designated by the City Manager or his designee.
"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 Composite Reserve Account or any other account in
the Reserve Fund and meeting the terms and conditions of Section
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7.03 (4) of this resolution and, with respect to the 1995 Reserve
Account, the terms and conditions of Section 13.01C hereof.
"Reserve Product Provider" means a reputable and
nationally recognized bond insurance provider or a bank or other
financial institution providing a Reserve Product, whose bond
insurance policies insuring, or whose letters of credit, surety
bonds or other credit facilities securing, the payment, when due,
of the principal of and interest on bond issues by public entities
results in such issues (as of the date of issuance of the Series of
Bonds for which the Reserve Product is to be utilized) being rated
in one. of.the two highest full rating categories by S&P and
Moody's.
"Reserve Requirement" means, with respect to the
Composite Reserve Account, the Composite Reserve Requirement and
with respect to each Series of Bonds issued hereunder that is not
secured by the Composite Reserve Account, the amount of money, if
any, or available amount of Reserve Product, if any, required by
subsequent resolution or ordinance adopted or enacted prior to the
issuance of such Series of Bonds to be maintained in the account in
the Reserve Fund with respect to such Series of Bonds pursuant to
Section 7.01 hereof, and which amount shall be available for use
only with respect to such Series of Bonds.
"S&P" means Standard & Poor's Ratings Group and its
successors.
"Serial Bonds" means all Bonds of a Series other than
Term Bonds.
"Series" means the 1995 Bonds and any portion of the
Bonds of an issue authenticated and delivered in a single
transaction, payable from an identical source of revenue and
identified pursuant to the supplemental ordinance or resolution
authorizing such Bonds as a separate Series of Bonds, regardless of
variations in maturity, interest rate, Amortization Installments or
other provisions, and any Bonds thereafter authenticated and
delivered in lieu of or in substitution of a Series of Bonds issued
pursuant to this resolution.
"Series 1995 Bond Insurance Policy" means the municipal
bond new issue insurance policy issued by the Bond Insurer that
guarantees payment of principal of and interest on the 1995 Bonds.
"Series 1995 Bond Insurer" means such bond insurer as selected
by the City Manager in accordance with the terms hereof.
"Sinking Fund" means the Sinking Fund established pursuant to
Section 7.01 of this resolution.
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"Taxable Bonds" means Bonds the interest on which is not
intended at the time of the issuance thereof to be excluded from
the gross income of the holders thereof for federal tax purposes.
"Term Bonds" means Bonds of a Series for which
Amortization Installments are established, and such other Bonds of
a Series so designated by supplemental ordinance or resolution of
the Issuer enacted or adopted on or before the date of delivery of
such Bonds.
"Variable Rate Bonds" means Bonds issued with a variable,
adjustable, convertible or other similar rate which is not fixed in
percentage at the date of issue for the entire term thereof.
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.
ARTICLE III
FINDINGS
It is hereby ascertained, determined and declared that:
A. The issuance of the 1995 Bonds for the purpose of
financing the Project will serve a public purpose.
B. The Issuer is authorized and empowered by the Act to
issue the 1995 Bonds and use the proceeds thereof to pay the Costs
of the Project.
C. The principal of, premium, if any, and interest on
the Bonds and all required sinking fund, reserve and other payments
with respect thereto shall be payable from the proceeds of Bonds
and from moneys deposited in the funds and accounts pledged by this
resolution, which the Issuer has full authority to irrevocably
pledge. The Issuer shall never be required to levy ad valorem
taxes on any real or personal property to pay the principal of,
interest on or any premium with respect to the Bonds or to make any
of the required sinking fund, reserve or other payments required
herein, and the Bonds shall not constitute a lien on any real or
personal property owned by or situated within the limits of the
Issuer.
D. The Issuer has been advised by its Director of
Finance as to the market appropriateness regarding the sale of the
1995 Bonds to members of an underwriting group (the
"Underwriters"), to be appointed by the City Manager or his
designee, through a negotiated sale in light of current market
"levels and conditions and as to acceptance of a Bond Purchase
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Contract to be entered into by the Issuer and the Underwriters, a
form of which will be approved by the City Manager (the "Bond
Purchase Contract") setting forth the details of the sale pursuant
to the criteria set forth herein.
E. Due to the nature and complexity of the transactions
relating to the Bonds, it is in the best interest of the Issuer
that the Bonds be sold by a negotiated sale to the Underwriters,
allowing market entry at the most advantageous time, rather than at
a specified advertised date, thereby obtaining the best possible
price and interest rate for the Bonds.
ARTICLE IV
THIS INSTRUMENT TO CONSTITUTE CONTRACT
In consideration of the acceptance of the Bonds
authorized to be issued hereunder by those who shall hold the same
from time to time, this resolution shall be deemed to be and shall
constitute a contract between the Issuer and the Bondholders. The
covenants and agreements herein, set forth to be performed by the
Issuer shall be for the equal benefit, protection and security of
the Bondholders and all 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 FUNDING OF AN ADMINISTRATION
BUILDINGS ACQUISITION FUND; DESCRIPTION, FORM AND TERMS
OF BONDS
SECTION 5.01. Authority for the Funding of an
Administration Buildings Acquisition Fund and the Issuance of
Bonds. The issuance of the 1995 Bonds for the purpose of financing
all or any portion of the Costs of the Project is hereby authorized
by the Issuer. Subject and pursuant to the provisions hereof, 1995
Bonds (or Bonds to be designated by the year in which they are to
be issued) to be known as "The City of Miami, Florida Special
Obligation Non. -Ad Valorem Revenue Bonds, Series 1995
(Administration Buildings Acquisition Project)" or to be known by
such other designation specified by subsequent ordinance or
resolution of the Issuer prior to the sale of the 1995 Bonds, are
hereby authorized to be issued, in one or more Series, in an
aggregate principal amount of not to exceed Twenty -Two Million
Dollars ($22,000,000), for the purpose of funding the
Administration Buildings Acquisition Fund hereinafter created, the
funding o.f an account in the Reserve Fund and the payment of the
costs of issuance of the 1995 Bonds. Additional Bonds in excess of
the principal amount of the first Series of 1995 Bonds issued
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pursuant to this resolution may be issued from time to time
pursuant to the terms of Article X hereof.
The Cost of the Project shall include, without limiting
the items of cost permitted under the Act, the following items to
the extent they relate to any such Project: (i) all payments for
realproperty, personal property, or capital improvements to the
Project, including expenditures for architects, surveyors,
appraisers and other professionals and "soft costs" as permitted by
Code; -(ii) all costs of issuance of Bonds, including, without
limitation, the fees and costs of municipal bond insurance, bond
counsel, underwriter and financial advisors, printing costs, rating
agency fees, initial acceptance fees of paying agents, registrars,
trustees, depositaries and all fees and costs of financial
institutions providing special credit facilities with respect to
one or more Series of Bonds; (iii) all fees of special advisors and
consultants associated with one or more aspects of such Project;
" (iv) all amounts required to be paid by this resolution, or any
supplemental ordinance or resolution authorizing the issuance of
Bonds, into the. Reserve Fund or Sinking Fund upon the issuance of
any Series of Bonds; (v) the reimbursement to the Issuer of all
such eligible costs of such Project that have been advanced by the
Issuer from its available funds or on behalf of the Issuer before
the delivery of a Series of Bonds issued to finance such costs;
(vi) the principal, interest, premium, if any, and costs related
thereto, payable with respect to any note or other obligation
issued by the Issuer to pay any part of the Cost of the Project
enumerated in this Section; (vii) all amounts required to be
rebated to the United States of America in order to preserve the
exclusion from gross income for federal income tax purposes of
interest on Bonds other than Taxable Bonds; and (viii) such other
costs and expenses which shall be necessary or incidental to the
financing herein authorized.
SECTION 5.02. Description of obligations. of Obligations. The Issuer
shall by supplemental ordinance or resolution specify for each
Series of Bonds the following: the authorized principal amount of
Bonds needed to pay the Cost of the Project for which such Series
of ,Bonds is issued; the date and terms of maturity or maturities of
the Bonds, provided that each maturity date shall be February 1
(or, in the event of semiannual maturities of principal, February
l and August 1) and that interest payment dates shall be February
1 and August 1, except as may be otherwise provided by subsequent
ordinance or resolution enacted or adopted prior to the issuance of
such 'Bonds; the interest rate or rates of the Bonds, which may
include variable, dual, convertible or other rates, compound
interest, Capital Appreciation Bonds, original issue discount and
zero interest rate bonds, provided that the average net interest
cost rate on such Bonds shall never exceed the maximum interest
rate permitted by law in effect at the time such Bonds are issued;
andprovidedfurther that in the event original issue discount,
zero interest rate, Capital Appreciation Bonds, or similar Bonds
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are issued, only the original principal amount of such Bonds shall
be deemed to be issued on the date of issuance for the purposes of
the maximum amount of Bonds authorized hereunder; the
denominations, numbering and lettering of such Bonds, provided that
the Bonds shall be in the denominations of $5,000, or any integral
multiple thereof, or in the case of Capital Appreciation Bonds,
$5,000 amount due at maturity or any integral multiple thereof, or
any other denomination designated by ordinance or resolution of the
Issuer enacted or adopted prior to the issuance of such Bonds; the
Paying Agent and place or places of payment of such Bonds; the
redemption prices for such Bonds and any terms of redemption or any
formula for accretion upon redemption, not inconsistent with the
provisions of this resolution, which may include mandatory
redemptions or purchases at the election of the holder or
registered owner thereof; the amount and date of each Amortization
installment,if any, for such Term Bonds, provided that each
Amortization Installment shall fall due on February 1 or August 1,
or both, of a Bond Year; the use of proceeds of such Bonds not
inconsistent with this resolution, and any other terms or
provisions applicable to the Bonds, not inconsistent with the
provisions of this resolution or the Act. The supplemental
ordinance or resolution authorizing a Series of Bonds shall
designate whether or not such Series of Bonds shall be secured by
the Composite Reserve Account. All of the foregoing may be added
by supplemental resolution or resolutions (or supplemental
ordinance or ordinances) adopted (or enacted) at any time and from
time to time prior to the issuance of any Series of such Bonds.
Unless otherwise so provided, each Bond shall bear interest from
the later of the Dated Date or original issue date shown thereon or
the most recent interest payment date to which interest has been
paid, until payment of the principal sum or until provision for the
payment thereof on or after the maturity or redemption date has
been duly provided for. The 1995 Bonds may be issued in one or
more series and the series designation of such Bonds may be changed
to reflect the date and sequence of issuance, and the particular
terms thereof.
Except as otherwise provided by subsequent ordinance or
resolution, all Bonds issued hereunder shall be in registered form,
shall be payable in lawful money of the United States of America
and shall bear interest from their date, or from such other date as
the Issuer may determine, which in the case of Current Interest
Bonds shall be paid by check or draft of the Paying Agent mailed to
the registered owner thereof unless otherwise provided by
subsequent ordinance or resolution. Principal, and any interest on
Capital. Appreciation Bonds, shall be payable at maturity or earlier
redemption thereof upon presentation and surrender of such Bonds at
the principal office of the Registrar by check or draft unless
otherwise provided by subsequent ordinance or resolution. To the
extent the Issuer under then applicable law may issue any Series of
Bonds in coupon form, the interest on which, in the opinion of Bond
Counsel, is excluded from gross income for federal income tax
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M - n
41 Pig ,
purposes, or, to the extent that such Bonds are to be issued as
Taxable Bonds, the Issuer may amend this resolution, including the
"forms of the Bonds, to authorize and provide for the issuance and
payment of coupon Bonds. In addition, notwithstanding the
foregoing, if and to the extent permitted by applicable law, the
Issuer may establish a system of registration and may issue
thereunder uncertificated registered public obligations (not
represented by instruments) commonly known as book -entry
obligations, certificated registered public obligations
(represented by instruments), combinations thereof, or such other
obligations as may then be permitted by law. The Issuer shall
appoint such registrars, transfer agents, depositaries or other
agents as may be necessary to cause the registration, registration
of transfer and reissuance of the Bonds within a commercially
reasonable time according to the then current industry standards
and to cause the timely payment of interest, principal and
premiums, if any, payable with respect to the Bonds. Registration
and registration of transfer of the 1995 Bonds shall be subject to
the terms set forth in the forms of the 1995 Bonds in Section 5.09
hereof. If the Issuer adopts a system for the issuance of
uncertificated registered public obligations, it may permit
thereunder the conversion, at the option of a holder of any Bond
then outstanding, of a certificated registered public obligation to
an uncertificated registered public obligation, and the
reconversion of the same. A list of the names and addresses of the
registered owners of the Bonds shall be maintained at all times by
the Registrar.
The registration of the Bonds may be transferred upon the
registration books therefor upon delivery to the Registrar,
accompanied by a written instrument or instruments of transfer in
form and with guaranty of signature satisfactory to the Registrar,
duly executed by the registered owner of such Bonds or by his
attorney -in -fact or legal representative, containing written
instructions as to the details of transfer of such Bonds, along
with the social security number or federal employer identification
number of such transferee. In all cases of a transfer of the
Bonds, the Registrar shall at the earliest practical time in
accordance with the provisions of this resolution enter the
transfer of ownership in the registration books for the Bonds and
(unless uncertificated registration shall be requested and the
Issuer has a registration system that will accommodate
uncertificated registration) 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
sources of funds. Neither the Issuer nor the Registrar shall be
required to register the transfer of any Bond during the fifteen
(15) days next preceding an interest payment date on the Bonds or,
in the case of any proposed redemption of Bonds, after such Bonds
or any portion thereof have been selected for redemption. The
Registrar or the Issuer may charge the registered owners of such
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Bonds for the registration of every such transfer of such Bonds
sufficient to reimburse it for any tax, fee or any other
governmental charge required to be paid, except for any such
governmental charge imposed by the Issuer, with respect to the
registration of such transfer, and may require that such amounts be
paid before any such new Bonds shall be delivered.
If any date for payment of the principal of, premium, if
any, or interest on any Bond is not a Business Day, then the date
for such payment shall be the next succeeding Business Day, and
payment on such day shall have the same force and effect as if made
on the nominal date of payment.
With respect to one or more Series of Bonds issued
hereunder, the forms of the Bonds may provide that the holder of
any such Bond may demand that the Issuer purchase such Bond by
payment of principal and interest within a stated period after
delivering notice to a designated agent for the Issuer and
providing a copy of the notice with the tender of the Bond to such
agent. The designated agent for the Issuer, in accordance with the
terms of a remarketing or replacement agreement, may provide for
the resale or redelivery of the Bonds on behalf of the Issuer at a
price provided for in the agreement. If the Bonds shall not be
resold or redelivered within a stated period, the agent for the
Issuer may be authorized to draw upon a previously executed credit
agreement between the Issuer and one or more banks or other
financial or lending institutions permitting the Issuer to borrow
amounts to be used for the purchase of the Bonds to which such
credit agreement shall pertain. The particular form or forms of
such demand provisions, the period or periods for payment of
principal and interest after delivery of notice, the appointment of
the agent for the Issuer, the terms and provisions of the
remarketing or replacement agreement, and the terms and provisions
of the credit agreement shall be as designated by a supplemental
ordinance or resolution of the Issuer adopted prior to the sale and
delivery of such Series of Bonds.
SECTION 5.03. Execution of Bonds. The Bonds shall be
executed in the name of the Issuer by the Mayor and the seal of the
Issuer shall be imprinted, reproduced or lithographed on the Bonds
and attested to and countersigned by the Clerk. The signatures of
the Mayor and the Clerk on the Bonds may be by facsimile, but one
such officer shall sign his manual signature on the Bonds unless
the Issuer appoints an authenticating agent, registrar, transfer
agent or trustee who shall be authorized and directed to cause one
ofitsduly authorized officers to manually execute the Bonds. If
any officer whose signature appears on the Bonds ceases to hold
office before the delivery of the Bonds, his signature shall
nevertheless be valid and sufficient for all purposes. In
j addition, any Bond may bear the signature of, or may be signed by,
such persons as at the actual time of execution of such Bond shall
be the proper officers to sign such Bond although at the date of
95 569
such Bond or the date of delivery thereof such persons may not have
been such officers.
SECTION 5.04. Bonds Mutilated, Destroyed, Stolen or
Lost. If any Bond is mutilated, destroyed, stolen or lost, the
Issuer or its agent may, in its discretion (i) deliver a duplicate
replacement Bond, or (ii) pay a Bond that has matured or is about
to mature. A mutilated Bond shall be surrendered to and cancelled
by, the Clerk of the Issuer or its duly authorized agent. The
Bondholder must furnish the Issuer or its agent proof of ownership
of any destroyed, stolen or lost Bond; post satisfactory indemnity;
comply with any reasonable conditions the Issuer or its agent may
prescribe; and pay the Issuer's or its agent's reasonable expenses.
Any such duplicate Bond shall constitute an original
contractual obligation on the part of the Issuer whether or not the
destroyed, stolen, or lost Bond be at any time found by anyone, and
such duplicate Bond shall be entitled to equal and proportionate
benefits and rights as to lien on, and source of and security for
payment from, the funds pledged to the payment of the Bond so
mutilated, destroyed, stolen or lost.
SECTION 5.05. Provisions for Redemption. Each Series of
Bonds shall be subject to redemption prior to maturity at such
times and in such manner as shall be established by subsequent
resolutions or ordinances of the Issuer adopted or enacted on or
before the time of delivery thereof.
Notice of redemption shall be given by publication in THE
BOND BUYER or CREDIT MARKETS or a financial journal or newspaper of
general circulation in the city of New York, New York, not more
than sixty (60) and not less than thirty (30) days prior to the
.redemption date, and by the deposit in the U.S. Mail of a copy of
the redemption notice, postage prepaid, at least thirty (30) and
not more than sixty (60) days before the redemption date to the
registered owner of each Bond or portion of Bonds to be redeemed at
their addresses as they appear on the registration books to be
maintained in accordance with provisions hereof; provided, however,
that if all Bonds to be redeemed shall be in registered form,
notice by mailing given as above prescribed shall be sufficient and
notice by publication need not be given. Failure to give such
notice, 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 failure or defect has occurred.
Each notice shall set forth the date fixed for redemption
for each Bond being redeemed, the rate of interest borne by each
Bond being redeemed, the redemption price to be paid, the date of
publication, if any, of a notice of redemption, the name and
address of the Registrar, and, if less than all of the Bonds then
outstanding shall be called for redemption, the distinctive numbers
and letters, including CUSIP numbers, if any, of such Bonds to be
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redeemed and, in the case of Bonds to be redeemed in part only, the
portion of the principal amount thereof to be redeemed. If any
Bond is to be redeemed in part only, the notice of redemption which
relates to such Bond shall also state that on or after the
redemption date, upon surrender of such Bond, a new Bond or Bonds
in a principal amount equal to the unredeemed portion of. such 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
ownerofsuch Bond receives such notice.
In addition to the publication and mailing of the notice
described above, each notice of redemption and payment of the
redemption price shall meet the requirements of this paragraph;
provided however, that failure of such notice or payment to comply
with the terms.of this paragraph shall not in any manner defeat the
effectiveness of a call for redemption if notice thereof is given
as prescribed above in this Section.
(a) Each notice of redemption shall be sent at
least thirty-five (35) days before the redemption date by
registered or certified mail or overnight delivery
service or telecopy to all registered securities
depositories then in the business of holding substantial
amounts of obligations of types comprising the Bonds
(such depositories now being The Depository Trust
Company, New York, New York, Midwest Securities Trust
Company, Chicago, Illinois, Pacific Securities Depository
Trust Company, San Francisco, California and Philadelphia
Depository Trust Company, Philadelphia, Pennsylvania) and
to one or more national information services that
disseminate notices of redemption of obligations such as
the Bonds.
(b) Each notice of redemption shall be published
one time in THE BOND BUYER of New York, New York or, if
such publication is impractical or unlikely to reach a
substantial number of the holders of the Bonds, in some
other financial newspaper or journal which regularly
carries notices of redemption of other obligations
similar to the Bonds, such publication to be made at
least thirty (30) days prior to the date fixed for
redemption.
(c) Upon the payment of the redemption price of
Bonds being redeemed, each check or other transfer of
funds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Bonds being
redeemed with the proceeds of such check or other
transfer.
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SECTION 5.06. Effect of Notice of Redemption. Notice
having been given in the manner and under the conditions
hereinabove provided, the Bonds or portions of 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 Bonds or portions of Bonds on such date. On the
date so designated for redemption, notice having been published
and/or mailed as required herein and moneys for payment of the
redemption price being held in separate accounts by the Paying
Agents in trust for the registered owners of the Bonds or portions
thereof to be redeemed, all as provided in this resolution,
interest on the Bonds or portions of Bonds so called for redemption
shall cease to accrue, such Bonds and portions of Bonds shall cease
to be entitled to any lien, benefit or security under this
resolution, and the holders or registered owners of such Bonds or
portions of Bonds shall have no right in respect thereof except to
receive payment of the redemption price thereof and, to the extent
provided in Section 5.07 of this Article, to receive Bonds for any
unredeemed portions of the Bonds.
SECTION 5.07. Redemption of Portion of Registered Bonds.
In case part but not all of an outstanding fully registered Bond
shall be selected for redemption, the registered owners thereof
shall present and surrender such Bond to the Issuer or its
designated Paying Agent for payment of the principal amount thereof
so called for redemption, and the Issuer 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
Bond so surrendered, a Bond or Bonds fully registered as to
principal and interest.
SECTION 5.08. Bonds Called for Redemption not Deemed
Outstanding. Bonds or portions of Bonds that have been duly called
for redemption under the provisions of this Article V, and with
respect to which amounts sufficient to pay the principal of,
premium, if any, and interest to the date fixed for redemption
shall be delivered to and held in separate accounts by any
Authorized Depositary or any Paying Agent in irrevocable 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 Authorized Depositary or
Paying Agent, as the case may be, for such redemption of the Bonds
and, to the extent provided in Section 5.07 of this Article, to
receive Bonds for any unredeemed portions of the Bonds.
SECTION 5.09. Form of Bonds. The text of the Bonds, the
form of assignment for such Bonds and the form for the Certificate
of Authentication, if any, and provisions for compound, zero and
dual interest rate bonds, if any, shall be in substantially the
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tine {�j�j !lpf
formattachedhereto as Exhibit I, with such omissions, insertions
and variations as may be necessary or desirable and authorized,
permitted by or not inconsistent with this resolution or by any
subsequent ordinance or resolution enacted or adopted prior to the
issuance thereof or as may be approved by the Mayor, including,
without limitation, such changes as may be required for the
issuance of Capital Appreciation Bonds, Taxable Bonds,
uncertificated public obligations or coupon Bonds to the extent
herein _authorized and for the execution of the Bonds by an
authenticating agent.
SECTION 5.10. Application of 1995 Bond Proceeds. Unless
otherwise provided to the contrary by subsequent ordinance or
resolution enacted or adopted coincident with or prior to the sale
of the 1995 Bonds the proceeds, including accrued interest and
premium, if any, received from the sale of the 1995 Bonds shall be
applied by the Issuer, simultaneously with the delivery of the 1995
Bonds, in the following order and priority:
(1) Accrued Interest. Accrued interest, if any,
shall be deposited in the Interest Account in the Sinking
Fund, hereinafter created, and used to pay the interest
on the 1995 Bonds next coming due.
(2) Reserve Fund. An amount equal to the Reserve
Requirement hereby established for the 1995 Bonds shall
be deposited into the 1995 Reserve Account with respect
to the 1995 Bonds in the Reserve Fund or, an amount equal
to the premium payable for the 1995 Reserve Product shall
be paid to the provider thereof and such 1995 Reserve
Product shall be held for the benefit of the 1995 Reserve
Account.
(3) Cost of Issuance. An amount equal to the costs
of issuance of the 1995 Bonds, including, without
limitation, the municipal bond insurance premium payable
to the Series 1995 Bond Insurer shall be deposited into
the 1995 Cost of Issuance Account, hereafter created, to
be held by the Issuer and shall be used to pay when due
the costs of issuance of the 1995 Bonds.
(4) All Remaining Funds. The balance of said
proceeds shall be deposited to the credit of the
Administration Buildings Acquisition Fund, hereinafter
created.
SECTION 5.11. Temporary Bonds. Pending the preparation
of definitive Bonds, the Issuer may execute and deliver temporary
Bonds. Temporary Bonds shall be issuable as registered Bonds
without coupons, of any authorized denomination, and substantially
in the form of the definitive Bonds but with such omissions,
insertions, and variations as may be appropriate for temporary
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ri��Rp'�fyA€
Bonds, all as may be determined by the Issuer. Temporary Bonds may
contain such reference to any provisions of this resolution as may
be appropriate. Every temporary Bond shall be executed and
authenticated upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Bonds. As
promptly as practicable the Issuer shall execute and shall furnish
definitive Bonds and thereupon temporary Bonds may be surrendered
in exchange for definitive Bonds without charge at the principal
office of the Registrar, and the Registrar shall authenticate and
deliver in exchange for such temporary Bonds a like aggregate
principal amount of definitive Bonds of authorized denominations.
Until so exchanged, the temporary Bonds shall be entitled to the
same benefits under this resolution as definitive Bonds.
SECTION 5.12. Delegation of Selection of Underwriters
and Award of Sale to Underwriters.
A. The City Manager shall select, or coordinate the
selection of, underwriters (the "Underwriters") and other
consultants and fiduciaries and consultants necessary or desirable
to facilitate the issuance of the Bonds from time to time. The
City Manager shall ensure the process of such selections conforms
in all respects to applicable law, including the Charter and Code
of the Issuer and resolutions of the Commission in force at the
time such selections are undertaken.
B. Notwithstanding any provision of this Resolution to
the contrary, unless otherwise provided by subsequent resolution of
the Issuer adopted prior to the award of the sale of the 1995
Bonds, the Mayor or the City Manager is hereby authorized and
directed to award the sale of the 1995 Bonds to the Underwriters
and to approve the terms thereof, including, without limitation,
the principal amount thereof, the date thereof, the first interest
payment date with respect thereto, the interest rate or rates with
respect thereto, the purchase price thereof and the redemption
provisions with respect thereto; provided, however, that in no
event shall (i) the principal amount of the 1995 Bonds exceed
$22,000,000, (ii) the true interest cost rate of the 1995 Bonds
(the "TIC") exceed 8.01 (the "Maximum TIC"); or (iii) the interest
rate on the 1995 Bonds exceed the maximum rate permitted by
applicable law; and provided further that (iv) the Mayor or City.
Manager shall have received from the Underwriters the disclosure
certificate required pursuant to Section 218.385, Florida Statutes,
and shall have been advised of and approved the costs of issuance
and payment of same from the proceeds of the 1995 Bonds. The 1995
Bonds shall have the terms and characteristics provided in a
Manager's Certificate to be signed by the City Manager.
C. Upon receipt from the Underwriters of a disclosure
statement required pursuant to Section 218.385(6), Florida
Statutes, and a financial analysis from the Director of Finance
evidencing compliance with the interest rate and the Maximum TIC
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95- 569
requirements set forth in Paragraph A above, and verifying the
principal amount of such 1995 Bonds, the Mayor or the City Manager
is hereby authorized to accept the offer of the Underwriters to
purchase the 1995 Bonds and to execute and deliver the Bond
Purchase Contract, in the form acceptable to the City Manager,
execution thereof to be conclusive evidence of the approval
thereof.
SECTION 5.13. Delectation of Authority to Approve
Official Statement. The Governing Body hereby authorizes the
preparation and distribution of the preliminary and final official
statements, offering or placement memoranda, other similar
disclosure materials and supplements thereto in substantially such
form as shall be attached to a Manager's Certificate and approved
by the City Manager, such approval to be set forth in such
Manager's Certificate. The Mayor or Vice Mayor is hereby
authorized to execute such materials where appropriate on behalf of
the City. The City Manager is hereby authorized and directed to
take such actions and make such certifications as may be necessary
to ensure or facilitate compliance by the City with SEC Rule 15c2-
12, including entering into a disclosure agreement with respect to
the requirements under such rule.
SECTION 5.14. Approval of Commitment for Series 1995
Bond Insurance Policy and 1995 Reserve Product. The Governing Body
hereby authorizes the City Manager to negotiate, approve and
execute any and all such instruments as may be necessary as to
provide for a Series 1995 Bond Insurance Policy and a 1995 Reserve
Product.
SECTION 5.15. Authorization to Execute Documents. The
Mayor and the City Manager are hereby charged with the
responsibility of taking all actions necessary to issue the 1995
Bonds upon the terms and conditions contained herein and the Mayor
or the City Manager is hereby authorized to sign all documents
necessary in connection with the issuance of the 1995 Bonds and to
_carry out the purposes of this Resolution.
ARTICLE VI
SOURCE OF PAYMENT OF BONDS;
SPECIAL OBLIGATIONS OF THE ISSUER
SECTION 6.01. Bonds Not to be General Obligation or
Indebtedness of the Issuer. The Bonds shall not be deemed to
constitute general obligations or a pledge of the faith and credit
of the Issuer, 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
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95 569
the exercise of the ad valorem taxing power of the Issuer or any
other political subdivision of the State of Florida or taxation in
any form on any real or personal property to pay such Bonds or the
interest thereon, nor shall any Bondholder be entitled to payment
of such principal and interest from any other funds of the Issuer
other than the Pledged Revenues, all in the manner and to the
extent herein provided. The Bonds and the indebtedness evidenced
thereby shall not constitute a lien upon any real or personal
property of the Issuer, or any part thereof, or any other tangible
personal property of or in the Issuer, 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,
premium, if any, and interest on the 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
Issuer does hereby irrevocably pledge such Pledged Revenues to the
payment of the principal of, premium, if any, and interest on the
Bonds, the funding and maintaining of the reserves therefor as
required herein, and for all other payments as provided herein, in
the order of priorities set forth herein. Notwithstanding the
foregoing, nothing herein provided shall be deemed to grant or
create a lien on any account in the Reserve Fund created with
respect to a particular Series of Bonds in favor of the owners of
Bonds of any other Series and each account in the Reserve Fund
shall secure only the Series of Bonds with respect to which it was
created.
SECTION 6.03. Covenant to Budget and to Budget and Appropriate. The
Issuer 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 Issuer in an amount which is equal to the Bond
Service Requirement with respect to all Bonds outstanding hereunder
for the. applicable Fiscal Year, plus an amount sufficient to
satisfy all other payment obligations of the Issuer hereunder for
the applicable Fiscal Year, including, without limitation, the
obligations of the Issuer to fund and cure deficiencies in any
accounts in the Reserve Fund created hereunder. Such covenant and
agreementonthe part of the Issuer to budget and appropriate
sufficient amounts of legally available non -ad valorem revenues
shallbe 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 Issuer's legally available
non -ad valorem revenues*or other revenues, nor shall it preclude
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In 1
the Issuer 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 Issuer 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 Issuer may
not expend moneys not appropriated or in excess of its current
budgeted revenues. The obligation of the Issuer 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 Issuer.
If Variable Rate Bonds are outstanding hereunder in any
Fiscal Year, the amounts to be included in the Bond Service
Requirement with respect to such Variable Rate Bonds for purposes
of this Section 6.03 only shall be initially determined in
accordance with the assumptions provided in paragraph (A) of the
definition of Bond Service Requirement in Section 2.01 hereof;
provided, however, that for the initial budget for a Fiscal Year,
such assumptions shall be applied and the assumed interest rates
shall be calculated using the interest rates and data as of the
March 1 preceding the commencement of such Fiscal Year. During
each Fiscal Year in which Variable Rate Bonds are outstanding, the
Issuer shall monitor the actual interest rates applicable thereto
in order to determine the sufficiency of the amounts budgeted and
appropriated in accordance with such assumed rates. If for any two
consecutive calendar months the actual average rate of interest on
such Bonds constituting Variable Rate Bonds, if continued to the
end of such Fiscal Year, would cause the average rate of interest
on such Bonds for such Fiscal Year to exceed the assumed interest
rate, the Issuer shall, in accordance with and subject to budgetary
procedures and limitations imposed by applicable law, initiate
proceedings to amend the Annual Budget to increase the amount of
the Covenant Revenues budgeted and appropriated pursuant to this
Section 6.03 for such Fiscal Year based upon a revised assumed
interest rate for such Variable Rate Bonds equal to 1100-. of the
average rate of interest on such Bonds during such preceding
calendar month; provided, however, that if the actual Variable Rate
is fixed for the remainder of the Fiscal Year, such amendment shall
be based upon 1001i of the actual Variable Rate. Notwithstanding
anything contained in this Section 6.03 with respect to the
calculation of interest on Variable Rate Bonds, for purposes of
calculating interest on Variable Rate Bonds for purposes of
deposits to the Sinking Fund in Section 7.03 hereof, the
assumptions provided in Section 7.03 hereof shall control.
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ARTICLE VII
CREATION AND USE OF FUNDS AND ACCOUNTS;
DISPOSITION OF REVENUES
SECTION 7.01. Creation of Funds and Accounts. There are
hereby created and established the "Administration Buildings
Acquisition Fund" and the account therein hereinafter authorized,
the "Sinking Fund" and the "Reserve Fund," with separate accounts
therein designated as the 111995 Reserve Account" and the "Composite
Reserve. Account."
The Administration Buildings Acquisition Fund, the
Sinking Fund and the Reserve Fund created hereunder and all
accounts therein hereafter created shall constitute trust funds for
the purposes 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
t- funds for the purposes hereof, and shall at all times be kept
f _ separate and distinct from all other funds of the Issuer and used
} only as herein provided. Moneys held in the Administration
Buildings Acquisition Fund, the Sinking Fund and the Reserve Fund
L and the accounts and subaccounts therein shall be subject to a lien
and charge in favor of the holders and registered owners of the
Bonds as herein provided.
SECTION 7.02. Administration Buildings Acquisition Fund.
There is hereby established a separate account in the
Administration Buildings Acquisition Fund designated as the 111995
Costs of Issuance Account" for receipt and disbursement of the
costs of issuance of the 1995 Bonds. The Issuer shall establish
similar accounts with respect to each Series of Additional Bonds
issued hereunder. Moneys in the Administration Buildings
Acquisition Fund and in each account thereof shall be kept separate
and apart from all other funds and accounts of the Issuer and
i funds initially deposited therein shall be withdrawn, used and
applied by the Issuer solely for the payment of the Cost of the
Project.
Any funds on deposit in the Administration Buildings
Acquisition Fund that in the opinion of the Issuer are not
immediately necessary for expenditure, as hereinabove provided, may
be invested in Investment Obligations, provided that such
investments mature or are redeemable at not less than par on or
before the date such funds are estimated to be needed for the
purposes hereof. Except as otherwise provided in this resolution,
all income derived from the investment of funds in the
j Administration Buildings Acquisition Fund shall be deposited into
the Administration Buildings Acquisition Fund.
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Any amounts remaining in the Administration Buildings
Acquisition Fund from proceeds of the 1995 Bonds after funds on
deposit therein are no longer needed to be expended for the purpose
for which such fund was created hereunder and which have not been
reserved by the Issuer for the payment of the Cost of the Project
shall be transferred at the option of the Issuer to the Sinking
Fund and used to redeem Bonds in the manner described in Section
7.04(3) below, or, upon receipt of an opinion from Bond Counsel
that the interest on the Bonds that are not Taxable Bonds will not
be required to be included in gross income for federal income tax
purposes as a result of such action, W shall be deposited into
the Sinking Fund and used to pay principal and interest next coming
due on the Bonds, or (ii) if needed, shall be deposited into the
applicable account in the Reserve Fund, or (iii) shall be paid to
the Issuer to be used for any lawful purpose.
SECTION 7.03. Disposition of Covenant Revenues.
(1) Commencing immediately following the issuance of the
1995 Bonds, and continuing thereafter so long as any Bonds shall be
Outstanding hereunder, the Issuer 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 budgeted and appropriated
for such purposes, 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 Sinking Fund an
amount which, together with any other amounts required to be
deposited therein pursuant to this Resolution, will equal one -sixth
(1/16th) of the interest maturing on the Bonds on the next
semiannual interest payment.date, with respect to Bonds that bear
interest payable semiannually, the amount of interest next becoming
due or maturing on Bonds that bear interest payable monthly, the
amount of interest accruing in such month on Bonds that bear
interest payable on other than a monthly.or semiannual basis (other
than Capital Appreciation Bonds), one -twelfth (1/12th) of all
principal and, with respect to Capital Appreciation Bonds, the
Compounded Amounts, maturing or becoming due during the current
Bond Year on the various Series of Serial Bonds that mature
annually, one -sixth (1/6th) of all principal and, with respect to
Capital Appreciation Bonds, the Compounded Amounts, maturing on the
next maturity date in such Bond Year on the various Series of
Serial Bonds that mature semiannually, and one -twelfth (1/12th) of
the Amortization Installments and unamortized principal balances of
Term Bonds coming due during the current Bond Year with respect to
the Bonds, until there are sufficient funds then on deposit equal
to the sum.of the interest, principal and redemption payments due
on the Bonds on the next interest, principal and redemption dates
in such Bond Year.
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Deposits shall be increased or decreased to the extent
required to pay principal and interest coming due, after making
allowance for any accrued and capitalized interest and taking into
account deficiencies in prior months' deposits. Additionally, if
Bonds constituting Variable Rate Bonds are outstanding on the date
amounts are required to be deposited pursuant to paragraph (1)
above, the Issuer shall deposit into the Sinking Fund in lieu of
the monthly interest deposit or the one -sixth (1/6th) semiannual
interest deposit described above, the interest actually accruing on
such Bonds for such month (plus any deficiencies in interest
deposits for the preceding month), assuming the interest rate
thereon on such date will continue through the end of such month.
On or before each interest payment date, the Issuer shall make up
any deficiencies in such interest deposit, based on the actual
interest accruing through such date.
(b) Second, by deposit pro rata into the separate
accounts in 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 each applicable Series of Bonds.
(c) Thereafter any remaining Covenant Revenues
shall be available to the Issuer 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 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 De
added to the amount otherwise required to be deposited in each
month thereafter until such time as all such deficiencies have been
cured.
(4) If the Issuer shall have determined, or be required,
to fund an account in the Reserve Fund with respect to a Series of
Bonds, notwithstanding the foregoing, the Issuer shall not be
required to fully fund such account in the Reserve Fund at the time
of issuance of such Series of Bonds hereunder if (i) it elects, by
resolution adopted prior to the issuance of such Series of Bonds,
subjectto the limits described below, to fully fund the applicable
account in the Reserve Fund over a period specified in such
resolution not to exceed sixty (60) months, during which it shall.
make substantially equal monthly installments in order that the
amounts on deposit therein at the end of such period shall equal
the Reserve Requirement for such Series of Bonds, or (ii) it
provides at any time with respect to such Series of Bonds in lieu
of such funds 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 (or required to be on
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�7k�7'r NFL'
deposit over a specified period as authorized above) in the
Applicable account in the Reserve Fund. Such Reserve Product as
provided above 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 Bonds of the Series secured
thereby 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 Bonds or any Series thereof. If the
applicable account in the Reserve Fund is to be funded in
installments pursuant to clause (i) above upon the issuance of any
Additional Bonds, the deposits required pursuant to the foregoing
may be limited to the amount which will be sufficient to pay the
required monthly installments specified in such resolution, plus an
additional amount necessary to make up any deficiencies caused by
withdrawals or resulting from the semiannual valuation of the funds
on deposit therein. If a disbursement is made from a Reserve
Product as provided pursuant to clause (ii) above, the Issuer 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 applicable account in the
Reserve Fund from the first Pledged 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 Issuer to such a Reserve Product
Provider shall be deemed required deposits into the applicable
Reserve Fund account, but shall be used by the Issuer to satisfy
its obligations to the Reserve Product Provider.
( 5 ) The Issuer 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 Bonds issued
pursuant to this resolution and then outstanding, plus the amount
of interest then due or thereafter to become due on said Bonds then
Outstanding, or if all Bonds then Outstanding have otherwise been
defeased pursuant to Section 13.02 below. For purposes of the -
preceding sentence, in determining that moneys held in the Sinking
Fund and Reserve Fund are at least equal to the principal of and
interest on a particular Series of Bonds, the Issuer shall take
into account moneys in the Reserve Fund only to the extent that
such moneys are held in an account therein related to such Series
of Bonds.
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SECTION 7.04. 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 Bonds; provided,
however, that if such principal and interest payments, or a portion
thereof, have been made on behalf of the Issuer by an insurer,
credit facility issuer, Reserve Product Provider or other entity
insuring, guaranteeing or providing a Reserve Product for the
payment of the Bonds, or any Series or maturity thereof, moneys on
deposit therein and allocable to such Series or maturity shall be
paid to such insurer, credit facility issuer or entity having
theretofore made a corresponding payment on the Bonds.
(2) At the maturity date of each Bond and at the due
date of such Amortization Installment and installment of interest
on such Bonds, the Issuer shall transfer from the Sinking Fund to
the Paying Agent for such Bonds sufficient moneys to pay all
,the
of, premium, if any, and interest then due and payable
with respect to such Bonds. Interest accruing with respect to any
fully registered 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 Bonds shall be applied to the retirement of Bonds
issued under the provisions of this resolution and then outstanding
in the following order:
(a) The Issuer shall first endeavor to purchase
Outstanding Term Bonds redeemable from Amortization
Installments during such Bond Year, and pro rata (based
on the principal amount of the Amortization Installments
due in such Bond Year for each such Series of Term Bonds)
among all such Bonds if more than one Series of such Term
Bonds are Outstanding, or if no such Term Bonds are then
Outstanding, the Issuer shall endeavor to purchase Serial
Bonds whether or not such 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 Bonds plus
accrued interest (or with respect to Capital Appreciation
Bonds, the Compounded Amount) but no such purchase shall
be made by the Issuer within a period of thirty (30) days
next preceding any interest payment date on which such
Bonds are subject to call for redemption under the
provisions of this resolution;
(b) Then, to the extent moneys remain on deposit in
the Sinking Fund that are held for the redemption of
Bonds, the Issuer shall call for redemption on each
interest payment date on which Bonds are subject to
redemption, with or without premium, from such moneys,
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such amount of Term Bonds subject to the Amortization
Installments for such Bond Year that have not been
purchased pursuant to clause (a) above; and
(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 Bonds, the
Issuer shall first call any remaining Bonds then subject
to redemption, in such order and by such selection method
as the Issuer, in its discretion, may determine, from
such funds as will exhaust the money then held for the
redemption of such 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 Bonds, the
Issuer may, in its discretion from time to time (i) use
such moneys to defease Bonds, pay the principal of or
interest on Bonds, or any other lawful purpose, or (ii)
keep such moneys on deposit in the Sinking Fund for
future use pursuant to this Section 7.04; provided,
however, that such moneys shall be used for any purpose
or purposes allowed pursuant to clause (i) above only if
the Issuer shall obtain an opinion of Bond Counsel to the
effect that such use will not cause the interest on any
Bond (other than any Taxable 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 Issuer may
determine and as may be reflected in the Issuer'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 Redemption Account in such Bond Year may be
applied as provided in clause (c) above.
SECTION 7.05. Designation of Reserve Requirements,
Application of Moneys in the Reserve Fund. Prior to the issuance
of each Series of Bonds, the Issuer may establish a separate
account, in addition to the Composite Reserve Account, in the
Reserve Fund with respect to any Series of Bonds and, by resolution
or ordinance designate any Reserve Requirement, if any, that it may
determine to be required with respect to such Series of Bonds and
the funding requirements with respect thereto. Any separate
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account within the Reserve Fund, including the Composite Reserve
Account, shall secure only those Series of Bonds as shall be
designated in a resolution or ordinance of the Issuer. Bonds of
each Series shall be secured by the Composite Reserve Account or,
if a separate account is established in the Reserve Fund for such
Series, only by the account in the Reserve Fund created and
established with respect to such Series of Bonds, in such case, and
shall have no lien on or right to payment from any other account in
the Reserve Fund, including the Composite Reserve Account. Funds
on deposit in the separate accounts in the Reserve Fund, if any,
shall be used solely to cure deficiencies in the Sinking Fund with
respect to those Series of Bonds to which such account pertains.
If funds on deposit in any account within the Reserve Fund exceed
the Reserve Requirement with respect to the Series of Bonds secured
thereby, 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 with respect to any Bonds, and
then shall be released to the Issuer to use for any lawful purposes
that, in the opinion of Bond Counsel, will not cause the interest
on any Bonds issued hereunder (other than Taxable Bonds) to become
includable in gross income for federal income tax purposes.
The 1995 Reserve Account created in Section 7.01 above
shall be held in trust only for the benefit of the Holders of the
1995 Bonds. The 1995 Reserve Account shall be funded at all times
at the 1995 Bonds Reserve Requirement. Upon issuance of the 1995
Bonds, there shall be deposited to the credit of the 1995 Reserve
Account either cash equal to the 1995 Bonds Reserve Requirement or
the 1995 Reserve Product.
SECTION 7.06. Payinct Agents. The Issuer shall transfer,
from the Sinking Fund, and to the extent necessary, the applicable
account or accounts in the Reserve Fund, to one or more Paying
Agents (which may include the Issuer itself) as shall be designated
by ordinance or resolution hereafter and from time to time enacted
or adopted by the Issuer on the Business Day preceding each
interest, principal and 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 1995 Bonds. Initially, unless
otherwise designated by the Mayor or City Manager prior to the
issuance of the 1995 Bonds, the Issuer shall act as Paying Agent
with respect to the 1995 Bonds.
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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 Issuer 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 Issuer.
All funds or other property which at any time may be
owned or held in the possession of or deposited with the Issuer
pursuant to this resolution, and any investment income thereon,
shall be continuously secured, for the benefit of the Issuer 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 and as may then be required or permitted by
applicable state and federal laws 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 accounts therein and the
accounts in the Reserve Fund shall be invested and reinvested by
the Issuer in Investment Obligations of the type described in
clauses (i) through (iii) and clause (v) of the definition of that
term. Moneys held for the credit of the other funds and accounts
established hereunder shall be invested and reinvested by the
Issuer in Investment Obligations. Such investments or
reinvestments shall mature or become available not later than the
respective dates, as estimated by the Issuer, 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 account in the Reserve Fund related to the 1995 Bonds shall
be invested only in Investment Obligations with a remaining
maturity of five years or less from date of purchase or subject to
redemption upon demand or a longer period with the consent of the
Bond Insurer.
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4,41
i
Obligations so purchased as an investment of moneys in
any such fund or account shall be deemed at all times to he 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 Series 1995 Bond Insurer, so long as the 1995 Bonds are
outstanding, 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. Investments purchased with funds on deposit in the
Reserve Fund shall have a term to maturity not greater than five
years Funds held in the 1995 Reserve Account in the Reserve Fund
established with respect to the 1995 Bonds shall be valued at
market value and funds held in an account in the Reserve Fund
established with respect to any Series of Bonds other than the 1995
Bonds may be valued in accordance with a method established by
ordinance or resolution of the Issuer enacted or adopted prior to
the issuance of such Series of Bonds.
Except as otherwise expressly provided herein, including
specifically the obligations of the Issuer 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
Administration Buildings Acquisition Fund and 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 applicable account therein until amounts on deposit in such
applicable account equal the applicable Reserve Requirement;
thereafter, such income and profits shall be deposited into the
Administration Buildings Acquisition Fund until the Issuer no
longer needs such funds to pay the Costs of the Project, and,
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 Issuer, be transferred
to the Issuer in order to pay the Rebate Amount.
All such investments shall be made in compliance with
Section 13.03 below.
ARTICLE IX
GENERAL COVENANTS OF THE ISSUER
SECTION 9.01. Anti -Dilution Test. The Issuer 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 maximum annual debt service
of all debt (including all long-term financial obligations
appearing on the Issuer's most recent audited financial statements
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1 �1
t
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 1995 Bonds are outstanding and the 1995 Reserve
Product is in effect, at least 1.00 times the obligation of the
Issuer to repay any Policy costs (as defined in Section 13.02
hereof) then due and owing to the 1995 Reserve Product Provider.
SECTION 9.02. Notice of Deposit Shortfall. If and for
so long as Bonds insured by a Bond Insurer are Outstanding
hereunder, the Issuer covenants that it will notify the Paying
Agent, such 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.
SECTION 9.03. Annual Audit.
(1) Annual Audit. The Issuer 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
hereunder 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 Issuer and shall be promptly furnished to the
underwriter of each Series of Bonds and mailed to any Bond Insurer,
Reserve Product Provider 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 Bonds or Other Obligations.
The Issuer will not issue any obligations (other than the 1995
Bonds authorized by Section 5.01 hereof) payable from the Pledged
Revenues or the Covenant 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 Bonds
issued pursuant to this resolution upon the Pledged Revenues or the
Covenant Revenues or any portion thereof, except to the extent
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permitted and upon the terms and conditions specified in Sections
- 10.02 and 10.03 below.
SECTION 10.02. Issuance of Additional Bonds. Except as
provided in Section 10.03 hereof, no Additional Bonds shall be
issued unless the Issuer shall have complied with the conditions
set forth below.
(1) There shall have been obtained and filed with the Governing
Body a certificate of an independent certified public accountant
evidencing compliance with the requirements of Section 9.01 hereof
upon the issuance of such Additional Bonds.
(2) No Default. The Director of Finance of the Issuer
shall certify that (i) the Issuer is not in default in the
performance of any of the covenants and obligations assumed by it
hereunder or under any ordinance, resolution or other enabling
instrument of the Issuer pursuant to which Additional Bonds have
been issued, and (ii) all payments herein required to have been
made into the funds and accounts provided by this resolution or by
such other ordinance, resolution or enabling instrument shall have
been made in full to the extent required.
(3) Due Authorization. The City Attorney of the Issuer
or a duly authorized assistant City Attorney shall submit an
opinion to the Governing Body of the Issuer to the effect that the
issuance of such Additional Bonds has been duly authorized and that
all conditions precedent to the delivery of such Additional Bonds
have been fulfilled.
(4) Covenants Applicable. Each ordinance, resolution or
enabling instrument authorizing the issuance of Additional Bonds
issued pursuant to Section 10.02 and, unless all Bonds outstanding
shall be refunded, Section 10.03 hereof will contain a provision to
the effect that all of the covenants herein contained (except as to
the details of such Additional Bonds) will be fully applicable to
such Bonds as if originally issued hereunder.
The 1995 Bonds, all Additional Bonds issued pursuant to
this Article X and any other additional debt secured by all or a
portion of the Covenant Revenues, regardless of time or times of
their issuance shall rank equally without preference of any 1995
Bonds or Additional Bonds over any other; provided however, that
any additional debt not issued as Additional Bonds hereunder shall
not be secured by or have any lien on the funds and accounts
created hereunder or any money or investments held hereunder for
the benefit of the holders of the Bonds and, provided further, that
if a separate account is established in the Reserve Fund with
respect to a Series of Bonds issued hereunder, the holders of such
Series of Bonds shall, with respect to the Reserve Fund, have
rights only to moneys therein in the account therein created with
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respect to such Series of Bonds and shall not have any rights with
respect to the Composite Reserve Account. Such accounts, if any,
in the Reserve Fund may be funded as determined by the Issuer or
may be insured substantially as authorized by section 7.03(4) of
this resolution.
(5) Opinion of Bond Counsel. An opinion of Bond Counsel
shall be delivered to the Governing Body to the effect that the
issuance of Additional Bonds will not impair the exclusion from
gross income for federal income tax purposes of interest paid on
any Bonds issued hereunder and then Outstanding that are not
Taxable Bonds.
SECTION 10.03. Refunding Bonds. In addition to the
foregoing, the Issuer may issue at any time and from time to time
Additional Bonds for the purpose of refunding the 1995 Bonds or any
other Series of Bonds, or any maturity of Bonds within a Series,
provided that prior to the issuance of such Additional Bonds there
shall be filed with the Governing Body of the Issuer a certificate
from a Qualified Independent Consultant to the effect that (i) the
net proceeds from such Additional Bonds will be sufficient to cause
the lien created by this resolution with respect to the Bonds to be
refunded to be defeased pursuant to Section 13.02 below and (ii)
unless all Bonds then Outstanding shall be refunded or the
conditions of Section 10.02 above shall be satisfied, the Bond
Service Requirement with respect to such Additional Bonds in each
Bond Year following the issuance thereof shall be equal to or less
than the Bond Service Requirement for such Bond Year with respect
to the Bonds which would have been Outstanding in that Bond Year -
had the same not been refunded pursuant to this section. Prior to
or concurrently with the issuance of such Bonds, there shall be
filed with a representative of the Issuer, an opinion of Bond
Counsel to the effect that (i) the net proceeds from the sale of
such Additional Bonds have been set aside in irrevocable escrow for
the payment of the Bonds to be refunded in the manner described in
Section 13.02 below and (ii) the issuance of such Additional Bonds
and the use of the proceeds thereof as described above will not
have the effect of causing the interest on any Bond then
outstanding under this resolution (other than any Taxable Bond)
including the Bonds to be refunded, to become includable in gross
income for federal income tax purposes.
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) payment of principal of any Bond shall not be
made when the same shall become due and payable, either
at maturity (whether by acceleration or otherwise) or on
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required payment dates by proceedings for redemption or
otherwise; or
(b) payment of any installment of interest shall
not be made when the same shall become due and payable;
or
(c) the Issuer 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
Issuer 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 Issuer, appointing a
receiver or receivers of the Issuer, or the filing of a
petition by the Issuer for relief under federal
bankruptcy laws or any other similar law or statute of
the United 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 Issuer, for the purpose of
effecting a composition between the Issuer 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 Issuer shall not be deemed in default
hereunder if such default can be cured within a reasonable period
of time and if the Issuer 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 Bond
Obligation and the Bond Insurer, if any, 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 Bonds then outstanding (the
"Default Trustee"). Notice of such appointment, together with
evidence of the requisite signatures of the Bond Insurer and the
holders of twenty-five percent (2591s) of the Bond Obligation and the
_trust instrument under which the Default Trustee shall have agreed
to serve shall be filed with the Issuer and the Default Trustee and
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�St
notice of such appointment shall be published in THE BOND BUYER or
a financial journal of general circulation in the City of New York,
- New York and mailed to the registered holders of the 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 Bond Obligation and the Bond Insurer, if any, acting jointly,
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 (250) of the Bond
Obligation and the Bond Insurer, if any, acting jointly, 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 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 Issuer 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 default becoming, and at any time remaining, due from the
Issuer for principal, interest or otherwise under any provisions of
this resolution or of such 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
Bonds, together with any and all costs and expenses of collection
and of all proceedings hereunder and under such 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 Issuer, but solely as provided herein and in such
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
Issuer, the Default Trustee and Bondholders shall be restored to
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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 Bond obligation,
the Reserve Product Provider and the Bond Insurer, if any, acting
jointly, 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 (2501) of the Bond Obligation
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
refused or neglected to comply with such request within a
reasonable 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 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.
9 5 — cl1.6 9
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 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. Subrogation. Notwithstanding anything in
this resolution to the contrary, if the principal, interest and
redemption premium, if any, with respect to any Series of Bonds are
paid by a Bond Insurer or Reserve Product Provider with respect to
such Series of 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 Issuer to the
Bondholders of such Series of Bonds shall continue to exist and the
Bond Insurer and/or the Reserve Product Provider, to the extent of
any payment by such entity with respect to such Series of Bonds,
shall be subrogated to the rights of such Bondholders.
ARTICLE XII
SECONDARY MARKET DISCLOSURE
Section 12.01 Continuing Disclosure Undertaking.
1. The Issuer hereby agrees, in accordance with the
provisions of Rule 15c2-12 (the "Rule"), promulgated by the
Securities and Exchange Commission (the "Commission") pursuant
to the Securities Exchange Act of 1934, to provide or cause to be
provided, to each nationally recognized municipal securities
information repository ('INRMSIR") designated by the Commission in
accordance with the Rule, and to the appropriate state information
depository ("SID"), if any, designated by the State of Florida, the
following annual financial information and operating data (the
"Annual Information"), commencing with the fiscal year ended
September 1996:
a. The amount of non -ad valorem revenues collected by
the Issuer, computation of direct and overlapping debt, all
generally consistent with such information as it is included in the
Official Statement for the Bonds.
b. The audited general purpose financial statements of
the Issuer utilizing generally accepted accounting principles
applicable to governmental units as described in the Official
Statement, except as may be modified from time to time and
described in such financial statements.
The information in a. above will be available on or before
June 1 of each year for the preceding fiscal year and will be made
available, in addition to the NRMSIR's and the SID, to each holder
of Bonds who requests such information. Audited financial
statements of the Issuer are expected to be available separately
95- qr.,'G �
A
from the information in a. above and will be provided as soon as
practical after acceptance of such statements from the auditors by
the Issuer. The audited financial statements are generally
available within eight months of the end of the fiscal year.
2. The Issuer agrees to provide or cause to be provided, in
a timely manner, to (i) each NRMSIR or to the Municipal Securities
Rulemaking Board ("MSRB") and (ii) the SID, notice of the
occurrence of any of the following events with respect to the
Bonds, if material:
(a) principal and interest payment delinquencies;
(b) non-payment related defaults;
(c) unscheduled draws on debt service reserves
reflecting financial difficulties;
(d) unscheduled draws on credit enhancements reflecting
financial difficulties;
(e) substitution of credit or liquidity providers, or
their failure to perform;
(f) adverse tax opinions or events affecting the
tax-exempt status of the Bonds;
(g) modifications to rights of holders of the Bonds;
(h) bond calls;
(i) defeasance;
(j) release, substitution, or sale of any security
securing repayment of the Bonds;
(k) rating changes.
3. The Issuer agrees to provide or cause to be provided, in
a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the
SID, notice of its failure to provide the Annual Information with
respect to itself on or prior to the date set forth in Subsection
1. above.
4. The obligations of the Issuer hereunder shall remain in
effect only so long as the Bonds are outstanding. The Issuer
reserves the right to terminate its obligation to provide the
Annual Information and notices of material events, as set forth
above, if and when the Issuer no longer remains an obligated person
with respect to the Bonds within the meaning of the Rule.
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5. The Issuer agrees that its undertaking pursuant to the
Rule set forth in this Section is intended to be for the benefit of
the holders of the Bonds and shall be enforceable by any holder of
the 'Bonds; provided that, the right of any such holder to enforce
the provisions of this undertaking shall be limited to a right to
obtain specific enforcement of the Issuer's obligations hereunder
and any failure by the Issuer to comply with the provisions of this
undertaking shall not be a default hereunder with respect to the
Bonds
6. Notwithstanding the foregoing, the NRMSIRs to which
information shall be provided shall include those NRMSIRs approved
by the Commission prior to the issuance of the Bonds. In the event
the Commission approves any additional NRMSIRs after the date of
issuance of the Bonds, the Issuer shall, if the Issuer is notified
of such additional NRMSIRs, provide such information to the
additional NRIVISIRs. Failure to provide information to any new
NRMSIR whose status as a NRMSIR is unknown to the Issuer shall not
constitute a breach of the foregoing covenant.
7. Additionally, the requirements of Subsection 1. above, do
not necessitate the preparation of any separate annual report
addressing only the Bonds. The requirements of Subsection 1. may be
met by the filing of a general annual information statement or the
Issuer's Comprehensive Annual Financial Report, provided such
report includes all of the required information and is available by
December 1. Additionally, the Issuer may incorporate any
information provided in any prior filing with each NRMSIR or
included in any final official statement of the Issuer, provided
such final official statement is filed with the MSRB.
8. The Issuer reserves the right to modify from time to time
the specific types of information provided or the format of the
presentation of such information, to the extent necessary or
appropriate in the judgment of the Issuer; provided that, the
Issuer agrees that any such modification will be done in a manner
consistent with the Rule
[Balance of page intentionally left blank]
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f,
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 completion of all appropriate
blanks and for the addition of terms, covenants and provisions in
the manner herein provided and as may further be necessary for the
issuance of the Bonds hereunder from time to time by supplemental
ordinance or resolution adopted concurrently with or prior to the
issuance of the 1995 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 Bondholders of a Series, the Bond Insurer
or the Reserve Product Provider, if any, may be made without the
consent in writing of both the Bond Insurer, if any, and the owners
of not less than a majority of the Bond Obligation of such Series
of Bonds, but no modification, amendment or supplemental ordinance
or resolution shall permit a change (a) in the maturity of the
Bonds or a reduction in the rate of interest thereon, (b) in the
amount of the principal obligation of any Bond, (c) that would
affect the promise of the Issuer to budget and appropriate legally
available non -ad valorem revenues of the Issuer for the payment of
the amounts provided herein pursuant to Section 6.03 hereof, or (d)
that would reduce such percentage of holders of the Bonds, required
above for such modifications or amendments, without the consent of
the Bond Insurer, if any, and all of the Bondholders. For the
purpose of Bondholders, voting rights or consents, the Bonds owned
by or held for the account of the Issuer, directly or indirectly,
shall not be counted. The Issuer may amend this resolution to
authorize the issuance of Bonds in coupon form pursuant to Section
5.02 prior to the sale of any Series of Bonds, and may make other
amendments not prohibited by the foregoing without the consent of
the Bond Insurer and the Bondholders.
SECTION 13.02. Defeasance. If, at any time after the
date of issuance of the Bonds, (a) all Bonds secured hereby or any
Series thereof or maturity of Bonds within a Series 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, or the Issuer gives the Paying Agents irrevocable
instructions directing the payment of the principal of, premium, if
any, and interest on such Bonds at maturity or at any earlier
redemption date scheduled by the Issuer, or any combination
thereof, (b) the whole amount of the principal, premium, if any,
and the interest so due and payable upon all of such Bonds or any
Series thereof or maturity of Bonds within a Series then
Outstanding, at maturity or upon redemption, shall be paid, or
sufficient moneys shall be held by a Paying Agent or other
AuthorizedDepositary acting as an escrow agent in irrevocable
- trust for the benefit of such Bondholders (whether or not in any
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accounts created hereby) which, when invested in Direct Obligations
maturing not later than the maturity or redemption dates of such
principal, premium, if any, and interest will, together with the
income realized on such investments, be sufficient to pay all such
principal, premium, if any, and interest on such Bonds at the
maturity thereof or the date upon which such Bonds are to be called
for redemption prior to maturity, and (c) provisions satisfactory
to the Registrar and Paying Agent shall also be made for paying all
fees, charges and expenses of the Registrar and Paying Agent
payable hereunder by the Issuer, then and in that case the right,
title and interest of such Bondholders hereunder and the pledge of
and lien on the Pledged Revenues, the covenant of the Issuer
pursuant to Section 6.03 hereof, and all other pledges and liens
created hereby or pursuant hereto, with respect to such Bondholders
shall thereupon cease, determine and become void, and if such
conditions have been satisfied with respect to all Bonds issued
hereunder and then Outstanding, all balances remaining in any other
funds or accounts created by this resolution other than moneys held
for redemption or payment of Bonds and to pay all other sums
payable by the Issuer hereunder shall be distributed to the Issuer
for any lawful purpose; otherwise this resolution shall be,
continue and remain in full force and effect. For purposes of this
Section 13.02, the amount of interest to accrue on Variable Rate
Bonds to maturity or redemption shall be determined by assuming
interest thereon will accrue at the maximum rate of interest on
such Variable Rate Bonds may bear pursuant to the ordinance or
resolution authorizing the issuance thereof, or the maximum rate
permitted by law if such authorizing ordinance or resolution
provides no maximum rate of interest.
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 Bonds.
SECTION 13.03. Tax Covenants. It is the intention of
the Issuer and all parties under its control that the interest on
each Series of Bonds issued hereunder that are not Taxable Bonds be
and remain excluded from gross income for federal income tax
purposes and to this end the Issuer hereby represents to and
covenants with each of the holders of the Bonds issued hereunder
that are not Taxable Bonds that it will comply with the
requirements applicable to it contained in Section 103 and Part IV
of Subchapter B of Chapter 1 of the Code to the extent necessary to
preserve the exclusion of interest on each Series of Bonds issued
hereunder are not Taxable Bonds from gross income for federal
income tax purposes. Specifically, without intending to limit in
any way the generality of the foregoing, the Issuer covenants and
agrees:
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(1) with respect to each Series of Bonds that are
not Taxable Bonds, to make or cause to be made all
necessary determinations and calculation or, and to pay
to the United States of America from the funds and
sources of revenues pledged to the payment of the Bonds,
and from any other legally available funds, at the times
and to the extent required pursuant to Section 148(f) of
the Code, the excess of the amount earned on all
nonpurpose investments (as defined in Section 148(f)(6)
of the Code) over the amount which would have been earned
if such nonpurpose investments were invested at a rate
equal to the yield on such Series of Bonds, plus any
income attributable to such excess (the "Rebate Amount");
(2) to maintain and retain all records pertaining
to the Rebate Amount with respect to each Series of Bonds
issued hereunder that are not Taxable Bonds and required
payments of the Rebate Amount with respect to each such
Series of Bonds for at lease six years after the final
maturity of each such Series of Bonds or such other
period as shall be necessary to comply with the Code;
(3) to refrain from using proceeds from the Bonds
issued hereunder that are not Taxable Bonds, in a manner
that might cause the Bonds or any of them, to be
classified as private activity bonds; and
(4) to refrain from taking any action that would
cause the Bonds issued hereunder that are not Taxable
Bonds, or any of them, to become arbitrage bonds under
Section 148 of the Code.
The Issuer understands that the foregoing covenants
impose continuing obligations on the Issuer that will exist as long
as the requirements of Section 103 and Part IV of Subchapter B of
Chapter 1 of the Code are applicable to the Bonds.
Notwithstanding any other provision of this resolution,
including in particular Section 13.02 hereof, the obligation to pay
over the Rebate.Amount to the United States and to comply with all
other requirements this Section 13.03 shall survive the defeasance
or payment in full of the Bonds.
SECTION 13.04 Bond Counsel. Pursuant to Resolution 95-
196 and bids submitted in compliance therof, the Issuer hereby
appoints Adorno & Zeder, P.A., Miami, Florida, as the Bond Counsel
in connection with the Bonds.
SECTION 13.05. 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 the
policy of express law, though not expressly prohibited, or against
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Mi
public policy, or shall for any reason whatsoever be held invalid,
then such covenants, agreements or provisions shall be null and
void and shall be deemed separate from the remaining covenants,
agreements or provisions of this resolution or of the Bonds issued
hereunder.
SECTION 13.06. 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 Bonds issued under and secured by
this resolution, any right, 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 Bonds issued hereunder.
SECTION 13.07. Controlling Law: Members of Issuer Not
Liable. All covenants, stipulations, obligations and agreements of
the Issuer contained in this resolution shall be deemed to be
covenants, stipulations, obligations and agreements of the Issuer
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 Issuer in
his individual capacity, and neither the members of the Issuer nor
any official executing the Bonds shall be liable personally on the
Bonds or this resolution or shall be subject to any personal
liability or accountability by reason of the issuance or the
execution by the Issuer or such members thereof.
SECTION 13.08. Effect of Covenants. All covenants,
stipulations, obligations and agreements of the Issuer contained in
this resolution shall be deemed to be covenants, stipulations,
obligations and agreements of the Issuer and of the Governing Body
and of each department and agency of the Issuer 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 Issuer 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.
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SECTION 13.09. Repeal of Inconsistent Resolutions. All
resolutions oz• parts thereof in conflict herewith are to the extent
of such conflict superseded and repealed.
SECTION 13.10. Effective Date. This resolution shall be
effective immediately upon its adoption.
PASSED AND ADOPTED this 13th ASTEP
f July , 1995.
�.�7.. ILL[....►►
EN P. CLARK, MAYOR
ATTEST:
AOL'_"
WALTER J. 0
CITY CLER
REVIEWED BY:
RAFAEY 0. DIAZ
DEPUTY CITY AT
APPROVED AS ,/TO FORM AND CORRECTNESS:
Adopted on , 1995.
EXHIBIT I
[FORM OF BOND]
UNITED STATES OF AMERICA
STATE OF FLORIDA
THE CITY OF MIAMI
SPECIAL OBLIGATION NON AD -VALOREM REVENUE BOND
SERIES
(ADMINISTRATION BUILDINGS ACQUISITION PROJECT)
Maturity Dater Original Dated
Date:
REGISTERED HOLDER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
The City of Miami, Florida (hereinafter called the
"Issuer"), for value received, hereby promises to pay to the
Registered Holder identified above, or to registered assigns or
legal representatives, but solely from the revenues hereinafter
mentioned, on the Maturity Date identified above (or earlier as
hereinafter provided), the Principal Amount identified above, upon
presentation and surrender hereof at the principal office of
, or its
successors, as Bond Registrar and Paying Agent (the "Registrar"),
and to pay, solely from such special revenues, 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 semiannually on the
first day of and the first day of of
each year, commencing on 1, 19 . Interest will be
paid by check or draft mailed to the Registered Holder hereof at
his address as it appears on the registration books of the Issuer
maintained by the 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 Bond subsequent to such Record Date
and prior to such interest payment date, unless the Issuer 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
95-- 569
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 Issuer to the
Registered Holders of Bonds not less than fifteen 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 and the interest hereon is payable solely from
and secured by a prior lien upon and pledge of certain revenues of
the Issuer held in the funds and accounts created pursuant to a
Resolution of the Issuer adopted by the Issuer on
199 (the "Resolution") and certain other funds
and 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 Issuer 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 Issuer in an amount which together with
other legally available revenues budgeted and appropriated for such
purpose equal to the Bond Service Requirement with respect to all
Bonds outstanding under the Resolution for the applicable Fiscal
Year, plus an amount sufficient to satisfy all other payment
obligations of the Issuer 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, premium, if any, and interest
on the Bonds of a particular Series pursuant to Section 6.03 of the
Resolution. Such covenant and agreement on the part of the Issuer
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 purposes, 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 Issuer's Covenant Revenues or other revenues, nor shall
it preclude the Issuer 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 Issuer 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
95- 569
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4A
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provided for therein. The Issuer may not expend moneys not
appropriated or in excess of its current budgeted revenues. The
obligation of the Issuer to budget, appropriate and make payments
hereunder from its Covenant Revenues is subject to the availability
of covenant Revenues of the Issuer 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 Issuer.
Reference is hereby made to the Resolution for the
provisions, among others, relating to the terms, lien and security
of the Bonds, the custody and application of the proceeds of the
Bonds, continuing disclosure obligations of the Issuer, the rights
and remedies of the Registered Holders of the Bonds, the extent of
and limitations on the Issuer's rights, duties and obligations, and
theprovisionspermitting the issuance of additional parity
indebtedness, to all of which provisions the Registered Holder
hereof for himself and his successors in interest assents by
acceptance of this Bond.
This Bond shall not be deemed to constitute a debt or a
pledge of the faith and credit of the Issuer, 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 Issuer, or permit or
constitute a mortgage or lien upon any assets owned by the Issuer.
It is expressly agreed by the Registered Holder of this Bond that
such Registered Holder shall never have the right, directly or
indirectly, to require or compel the exercise of the ad valorem
taxing power of the Issuer 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 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
Issuer which generate user service charges, regulatory fees or any
other Covenant Revenues, nor shall the Bonds constitute a charge,
lien or encumbrance, either legal or equitable, on any property,
.assets or funds of the Issuer.
Neither the members of the governing body of the Issuer
nor any person executing the Bonds shall be liable personally on
the Bonds by reason of their issuance.
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 signed by the Registrar.
95-- 5G9
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.
IN WITNESS WHEREOF, The City of Miami, Florida, has
issued this Bond and has caused the same to be signed by its Mayor
and attested to and countersigned by its City Clerk, either
manually or with their facsimile signatures, and its corporate seal
or a facsimile thereof to be reproduced hereon, all as of the first
day of 19�.
THE CITY OF MIAMI, FLORIDA
(SEAL)
By
Mayor
ATTESTED AND COUNTERSIGNED:
By - -
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and executed
under the provisions of the within mentioned Resolution.
By
Authorized Officer
[to be printed on the reverse side of Registered Bonds]
FURTHER BOND PROVISIONS
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 and interest rate, issued
to fund a Administration Buildings Acquisition fund of the Issuer
pursuant to the authority of and in full compliance with the
Constitution and laws of the State of Florida, including
particularly the Resolution, Article VIII, Section 2, Constitution
of the State of Florida, Chapter 166, Florida Statutes and the City
Charter of the Issuer. This Bond is also subject to the terms and
conditions of the Resolution.
The Bonds of this issue are subject to redemption prior
to their maturity (Insert Term Bond amortization provisions). The
Bonds of this issue shall be further subject to redemption prior to
their maturity at the option of the Issuer (Insert optional
redemption provisions, with appropriate accretion tables for
original issue discount and zero coupon Bonds).
Notice of such redemption shall be given in the manner
required by the Resolution.
The registration of this Bond may be transferred upon the
registration books upon delivery to the principal office of the
Registrar accompanied by a written instrument or instruments of
transfer in form and with guaranty of signature satisfactory to the
Registrar, duly executed by the 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 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 Issuer and the Registrar may
charge the owner of such Bond for the registration of every such
transfer of a Bond an amount sufficient to reimburse them for any
tax, fee or any other governmental charge required (other than by
the Issuer) to be paid with respect to the registration of such
transfer, and may require that such amounts be paid before any such
new Bond shall be delivered.
If the date for payment of the principal of, premium, if
any, or interest on this Bond shall be a Saturday, Sunday, legal
holiday or a day on which banking institutions in the city where
the corporate trust office of the Registrar is located are
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9�� �69
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.
It is hereby certified and recited that all acts,
conditions and things required to exist, to happen, and to be
performed precedent to and in 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, and that the issuance of the Bonds of this
Series does not violate any constitutional or statutory limitation
or provision.
(PROVISION FOR VARIABLE RATE BONDS]
The form of the Bonds may be modified as appropriate to
provide for a variable interest rate calculated initially and from
time to time by reference to an index or indices to be subsequently
designated by the Issuer by supplemental ordinance or resolution
pertaining to each Series of Bonds, provided that in no event shall
the interest rate calculated in accordance with such formula exceed
the maximum rate permitted by law.
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 as attorney
to register the transfer of the within Bond on the books kept for
registration and registration of transfer thereof, with full power
of substitution in the premises.
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9- 69
r�:
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 BOND]
CITY OF MIAMI. FLORIDA 4
INTER -OFFICE MUEMORANDUM 93
TO: Honorable Mayor and DATE: JUL - 6 1995 FILE:
Memb of the City Commission
SUBJECT: Issuance of Special Obligation
Non -Ad Valorem Revenue Bonds
for Administration Offices
FROM: Cesar H. Odio REFERENCES:
City Manager ENCLOSURES:
RECOMMENDATION
It is respectfully recommended that the City Commission adopt the attached resolution authorizing
the issuance of one or more series of Special Obligation Revenue Bonds, not to exceed $22 million,
in order to finance the acquisition of and improvements to an administration building and
administrative offices for the Community Redevelopment Agency (CRA). The proposed
administration building shall be located at 400 Southwest Second Avenue, known as the FPL
building, and the location of the CRA administrative offices will be determined.
BACKGROUND
For a long time the City Commission has recognized the need to consolidate the City's primary
administrative offices presently located in rented space at the Dupont Plaza Office Building and in
the City Administration Building at 275 Northwest Second Street. We now have the opportunity to
purchase from FPL the 200,000 square foot, ten -story building and adjacent seven -story parking
garage which was built in 1992. The most feasible means to accomplish this would be by issuing
Special Revenue Bonds.
Additionally, to provide maximum benefits for the City residents it will serve, the new CRA needs
to be located within or in close proximity to the areas it was established to redevelop;
Overtown/Park West and the Omni area. We propose using a portion of the proceeds from these
same Special Revenue Bonds to support the costs of establishing administrative offices for the
CRA.
951- 569