HomeMy WebLinkAboutR-94-0576f�
J-94-623
7/26/94
RESOLUTION N69 4 - 576
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A RESOLUTION OF THE CITY COMMISSION OF THE
CITY OF MIAMI, FLORIDA, AUTHORIZING AND
PROVIDING FOR THE ISSUANCE OF NOT EXCEEDING
$18,000,000 SPECIAL NON -AD VALOREM REVENUE
BONDS, SERIES 1994, OF THE CITY FOR THE
PURPOSE OF FINANCING THE FUNDING OF A SELF
INSURANCE CLAIMS RESERVE FUND OF THE CITY;
PROVIDING FOR THE PAYMENT OF THE BONDS FROM
NON -AD VALOREM REVENUES AVAILABLE TO THE CITY;
MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; DELEGATING TO THE MAYOR
OR THE CITY MANAGER THE AUTHORITY TO AWARD A
NEGOTIATED SALE OF THE BONDS TO WILLIAM R.
HOUGH & CO., AS REPRESENTATIVE OF THE
UNDERWRITING GROUP AND APPROVING THE
CONDITIONS AND CRITERIA OF SUCH SALE;
ACCEPTING A COMMITMENT FROM THE BOND INSURER
FOR A MUNICIPAL BOND INSURANCE POLICY TO
INSURE THE BONDS; ACCEPTING A COMMITMENT FROM
FINANCIAL GUARANTY INSURANCE COMPANY FOR A
RESERVE FUND INSURANCE POLICY FOR THE 1994
RESERVE ACCOUNT; APPROVING THE FORM AND
AUTHORIZING THE USE OF A PRELIMINARY OFFICIAL
STATEMENT AND THE EXECUTION AND DISTRIBUTION
OF A FINAL OFFICIAL STATEMENT WITH RESPECT TO
THE BONDS; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A
BOND PURCHASE CONTRACT; PROVIDING AN EFFECTIVE
DATE; AND PROVIDING CERTAIN OTHER DETAILS.
ARTICLE I
r- `,AUTHORITY FOR THIS RESOLUTION
0-
This resolution is adopted pursuant to Chapter 166,
Florida Statutes; Article VIII, Section 2 of the Constitution of
the State of Florida; the City Charter of the City of Miami,
Florida; and other applicable provisions of law (collectively, the
"Act").
ARTICLE II
DEFINITIONS
SECTION 2.01. Definitions.
context otherwise requires:
"Act" shall have the
Article I hereof.
As used herein, unless the
meaning ascribed �t �CO�?BSSIOH
l IIQ6n0F,
JUL 2 6 1994
x.: •Aesolu$etP$T0�
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"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 the Pledged
Revenues ranking equally with the lien of the 1994 Bonds thereon.
"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 isauthorized 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.
nationally recognized counsel_.
to the validity of, and the
federal income tax purposes of
states and their political
"Bond
experienced in
exclusion from
interest on,
subdivisions.
Counsel" means
matters relating
gross income for
obligations of
"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 1994 Bonds and any Additional Bonds
authorized to be issued pursuant to Article X below.
"1994 Bonds" means The City of Miami, Florida Special
Non -Ad Valorem Revenue Bonds, Series 1994, or Bonds of such other
designation as authorized by Section 5.01 hereof, authorized to be
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issued pursuant to this resolution in the aggregate principal
amount of not exceeding $18,000,000.
"1994 Bonds Reserve Requirement" means the lesser of
(i) the Maximum Bond Service Requirement with respect to the 1994
Bonds; (ii) 125% of the average Bond Service Requirement with
respect to the 1994 Bonds, or (iii) ten percent (10%) of the
proceeds (within the meaning of Section 148(d)(2) of the Code) of
the 1994 Bonds.
"Bond Service Requirement" means for a given Mond 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
die 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 (i) the Bond Service Requirement for purposes of
Section 10.02(1) hereof; (x) to the extent that the
principal amount of Variable Rate Bonds outstanding
(including all covenant to budget and appropriate debt
and any debt payable from one or several Pledged
Revenues) is less than 25% of all indebtedness secured in
whole or in part by the Covenant 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 Variable Rate Bonds outstanding is
greater than 25% of the principal amount of all
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indebtedness secured in whole or in part by the Covenant
Revenues, the Maximum Bond Service Requirement shall be
calculated assuming the maximum permissible rate, and (z)
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 9.2%.
"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 F
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
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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 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.
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"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 p
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
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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.
"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");
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(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");
j 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;
(5) federal funds, unsecured certificates of deposit, time
deposits or bankers acceptances (in each case having
maturities of not more than 365 days) of any' domestic
bank including a branch office of a foreign bank which
branch office is located in the United States, provided
legal opinions are received to the effect that full and
timely payment of such deposit or similar obligation is
enforceable against the principal office or any branch of
such bank, which, at the.time of purchase, has a short-
term "Bank Deposit" rating of "P-1" by Moody's and a
"Short -Term CD" rating of "A-1" or better by S&P;
(6) deposits of any bank or savings and loan association
which has combined capital, surplus and undivided profits
of not less than $3 million, provided such deposits are
continuously and fully insured by the Bank Insurance Fund
or the Savings Association Insurance Fund of the Federal
Deposit -Insurance Corporation;
(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 "A3" or better by Moody's, and "A-1" or
"A=" or better by S&P, provided:
a. a master repurchase agreement or specific written
repurchase agreement governs the transaction; and
b. the securities are held free and clear of any lien
by the Trustee or an independent third party acting
solely as agent ("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
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than $50 million or (iii) a bank approved in
writing for such purpose by Financial Guaranty
Insurance Company, 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
fC. a performed first security interest under the
Uniform Commercial Code, or book entry procedures
prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R.
350.0 et seq. in such securities is created .for the
benefit of the Trustee; and
d. the repurchase agreement has a term of 180 days or
less, and the Trustee or the Agent will value the
collateral securities no less frequently than
weekly and will liquidate the collateral securities
if any deficiency in the required collateral
percentage is not restored within two business days
of such valuation; and
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%.
(9) investment agreements, the issuer, form and substance of
which, so long as the 1994 Bonds are outstanding, are
specifically approved by the Series 1994 Bond Insurer.
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"Issuer" means The City of Miami, Florida.
"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.
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"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: Z.
(a) Bonds cancelled after purchase in the open
market or because of payment at or redemption prior to
maturity;
(b) Bonds for the payment or redemption of which
pursuant to Section 12.02 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 or 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 funding of a self insurance claims
reserve fund for the Issuer to be used for the payment of
liability settlements or judgments against the Issuer, including
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reserves therefor; medical claims liability, including reserves
therefor; workers, compensation claims or judgments against the
Issuer, including reserves therefor.
"Qualified Independent Consultant" means one or more such
y 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 12.03 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.
"1994 Reserve Account" means the 1994 Reserve Account
ti established pursuant to Section 7.01 of this Resolution.
"Reserve Fund" means the Reserve Fund established
pursuant to Section 7.01 of this Resolution.
"1994 Reserve Product" means the Reserve Fund Policy
issued to the Issuer by the 1994 Reserve Product Provider with
respect to the 1994 Reserve Account in an available amount equal to
the 1994 Bonds Reserve Requirement.
"1994 Reserve Product Provider" means Financial Guaranty
Insurance Company.
"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
7.03(4) of this resolution and, with respect to the 1994 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 Js 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 7.0l.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.
"Self Insurance Claims Reserve Fund" means the Self
Insurance Claims Reserve Fund established pursuant to Section 7.01
of this resolution.
"Serial Bonds" means all Bonds of a Series other than
Term Bonds.
"Series" means the 1994 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.
"SL97ries 1994 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 1994 Bonds.
"Series 1994 Bond Insurer" means Financial Guaranty
Insurance Company, a New York stock insurance company, or any
successor thereto.
"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 1994 Bonds for the purpose of
funding a self insurance claims reserve fund for the Issuer will
serve a public purpose.
B. The Issuer is authorized and empowered by the Act to
issue the 1994 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 mon4ys 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.
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D. The Florida League of Cities has developed and
administers a First Municipal Loan Program to assist cities and
counties with the issuance of tax exempt debt.
E. The Governing Body has determined that the terms -and
conditions of the First Municipal Loan Program are extremely
competitive and advantageous in many ways as the vehicle for
undertaking this issuance of the 1994 Bonds.
F. The Issuer has been advised by its Director of
Finance as to the market appropriateness regarding the sale of the
1994 Bonds to William R. Hough & Co. and any other underwriters
that are approved as members of the underwriting group (the
"Underwriters") through a negotiated sale in light of current
market levels and conditions and as to acceptance of a Bond
Purchase Contract to be entered into by the Issuer and the
Underwriters, a form of which has been presented on the date hereof
(the "Bond Purchase -Contract") setting forth the details of the
sale pursuant to the criteria set forth herein.
G. 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, F
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.
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ARTICLE V
AUTHORIZATION OF THE FUNDING OF A SELF INSURANCE
CLAIMS RESERVE FUND; DESCRIPTION,
FORM AND TERMS OF BONDS -
SECTION 5.01. Authority for the Funding of a Self
Insurance Claims Reserve Fund and the Issuance of Bonds. The
issuance of the 1994 Bonds for the purpose of funding ,a self
insurance claims reserve fund and the deposit of a portion of the
proceeds thereof into the Self Insurance Claims Reserve Fund
hereinafter created to be used for the purposes herein provided is
hereby authorized by the Issuer. Subject and pursuant to the
provisions hereof, 1994 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 Non -Ad Valorem Revenue Bonds, Series 1994"
or to be known by such other designation specified by subsequent
ordinance or resolution of the Issuer prior to the sale of the 1994
Bonds, are hereby authorized to be issued, in one or more Series,
in an aggregate principal amount of not exceeding Eighteen Million
Dollars ($18,000,000), for the purpose of funding the Self
Insurance Claims Reserve Fund hereinafter created, the funding of
an account in the Reserve Fund and the payment of the costs of r
issuance of the 1994 Bonds. Additional Bonds in excess of the:
principal amount of the first Series of 1994 Bonds issued 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 of
settlements or judgments, including reserves, for liability
settlements, medical claims, and workers' compensation claims in
the manner provided in the definition of the Project contained
herein; (ii) all costs of issuance of Bonds, including, without
limitation, the fees and costs of municipal bond insurance, bond
counsel, underwriter and underwriter's counsel, special tax counsel
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
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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. 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 September 1
(or, in the event of semiannual maturities of principal, March 1
and September 1) and that interest payment dates shall be
September 1 and March 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; and provided further that in the event original issue
discount, zero interest rate, Capital Appreciation Bonds, or
similar Bonds 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 March 1 or
September 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
15
94- 576
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 provisi6n for the
payment thereof on or after the maturity or redemption date has
been duly provided for. The 1994 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
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
16
94- Vr76
and registration of transfer of the 1994 Bonds shall be subject to
the terms set forth in the forms of the 1994 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. t,
The registration of the Bonds may be trans f erred, 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
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.
17
94- 576
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
of its duly 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
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
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
94- NU76
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
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.
19
94- E76
01
Any notice mailed as provided in this section shall be
conclusively presumed to have been duly given, whether or not the
owner of such 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.
(cf 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.
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
20
94- 576
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
following form, with such omissions, insertions and variations as
may be necessary or desirable and authorized, permitted by or not
21
94- %1�076
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:
[FORM OF BOND)
No . R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
THE CITY OF MIAMI
SPECIAL NON AD -VALOREM REVENUE BOND, SERIES
Interest Maturity Date: Original Dated CUSIP
Rate: Date:
REGISTERED HOLDER:
PRINCIPAL AMOUNT: 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 t e 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
22
94- S76
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 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 r
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
23
94- 576
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 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 Revenueq`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, 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 the provisions permitting 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.
24
94- 576
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 fore 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.
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
(SEAL)
ATTESTED AND COUNTERSIGNED:
By
City Clerk
THE CITY OF MIAMI, FLORIDA
By
Mayor
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and executed
under the provisions of the within mentioned Resolution.
Date of Authentication:
25
By
Authorized Officer
y
94- Ur76
[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 self insurance claims reserve 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).
• r
r
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.
26
94- 576
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
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")
r
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.
27
94- 576
Date:
Signature Guaranteed:
NOTICE: Signature(s) must
be guaranteed by a member
firm of the New York
Stock Exchange or a
commercial bank or
a trust company.
NOTICE: No transfer will be re-
gistered and no new Bond will
be issued in the name of the
Transferee, unless the signa-
ture(s) to this assignment
correspond(s) with the name ;as
it appears upon the face of the
within Bond in every particu-
lar 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]
SECTION 5.10. Application of 1994 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 1994 Bonds the proceeds, including accrued interest and
premium, if any, received from the sale of the 1994 Bonds shall be
applied by the Issuer, simultaneously with the delivery of the 1994
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 1994 Bonds next coming due.
(2) Reserve. Fund. An amount equal to the Reserve
Requirement hereby established for the 1994 Bonds shall
be deposited into the 1994 Reserve Account with respect
to the 1994 Bonds in the Reserve Fund or, an amount equal
to the premium payable for the 1994 Reserve Product shall
be paid to the provider thereof and such 1994 Reserve
Product shall be held for the benefit of the 1994 Reserve
Account.
(3) Cost of Issuance. An amount equal to the costs
of issuance of the 1994 Bonds, including, without
limitation, the municipal bond insurance premium payable
to the Series 1994 Bond Insurer shall be deposited into
the 1994 Cost of Issuance Account, hereafter created, to
28
94- 576
be held by the Issuer and shall be used to pay when due
the costs of issuance of the 1994 Bonds.
(4) All Remaining Funds. The balance of said
proceeds shall be deposited to the credit of the Self
Insurance Claims Reserve 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 anyauthorized denomination, and substantially
in the form of the definitive Bonds but with such omissions,
insertions, and variations as may be appropriate for temporary
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 r
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 Award of Sale to
Underwriters.
A. 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 1994
Bonds, the Mayor or the City Manager is hereby authorized and
directed to award the sale of the 1994 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 1994 Bonds exceed
$18,000,000, (ii) the true interest cost rate of the 1994 Bonds
(the "TIC") exceed 8.0% (the "Maximum TIC"); or (iii) the interest
rate on the 1994 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 1994 Bonds. The 1994
29
94- 576
Bonds shall have the terms and characteristics provided in the Bond
Purchase Contract executed pursuant to the authority of paragraph B
below and the Official Statement approved pursuant to Section 5.13
hereof.
B. 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
requirements set forth in Paragraph A above, and verifying the
principal amount of such 1994 Bonds, the Mayor or the City Manager
is hereby authorized to accept the offer of the Underwriters to
purchase the 1994 Bonds and to execute and deliver the Bond
Purchase Contract, substantially in the form presented to the
Governing Body on the date hereof, with such changes, insertions
and omissions as shall be approved by the officer executing the
Bond Purchase Contract, such execution to be conclusive evidence of
the approval thereof.
SECTION 5.13. Delegation of Authority to Approve
Official Statement. The Mayor or the City Manager is hereby
authorized and directed to approve a Preliminary Official,
Statement, substantially in the form presented to the Governing
Body on the date hereof, including for purposes of making any
findings required under Rule 15c2-12 of the Securities Exchange Act
of 1934, as amended, and to authorize the distribution in the name
and on behalf of the Issuer of the Preliminary Official Statement
by the Underwriters in connection with the initial offering and
sale of the 1994 Bonds. The Mayor or the City Manager is hereby
authorized to approve, execute and deliver, on behalf of the
Issuer, the final Official Statement relating to the 1994 Bonds as
in his sole discretion he may approve, such execution to be
conclusive evidence of such approval.
SECTION 5.14. Approval of Commitment for Series 1994
Bond Insurance Policy and 1994 Reserve Product. The commitments of
the Series 1994 Bond Insurer to provide the Series 1994 Bond
Insurance Policy and the 1994 Reserve Product are each hereby
accepted and the City Manager or his designee is hereby authorized
to take all actions and execute such documents as may be required
in connection therewith.
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 1994
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 1994 Bonds and to
carry out the purposes of this Resolution.
30
94- 576
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
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 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
31
94- 576
credit of the Sinking Fund, Covenant Revenues of the Issuer in an
amount which, together with other legally available revenues
budgeted and appropriated for such purpose, equal 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
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
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 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 to the contrary
notwithstanding, all obligations of the Issuer hereunder 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 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 Covenant Revenues
is subject to the availability of Covenant 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
32
94- 576
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 11.0* 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 100% 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.
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 "Self Insurance Claims Reserve
Fund" and the account therein hereinafter authorized, the "Sinking
Fund" and the "Reserve Fund," with separate accounts therein
designated as the "1994 Reserve Account" and the "Composite Reserve
Account."
The Self Insurance Claims Reserve 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 hn Authorized Depositary designated by the Director of
Finance), in each case who shall act as trustee of such funds for
the purposes hereof, and shall at all times be kept separate and
distinct from all other funds of the Issuer and used only as herein
provided. Moneys held in the Self Insurance Claims Reserve Fund,
the Sinking Fund and the Reserve Fund 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. Self Insurance Claims Reserve Fund. There
is hereby established a separate account in the Self Insurance
33
94- 576
Claims Reserve Fund designated as the "1994 Costs of Issuance
Account" for receipt and disbursement of the costs of issuance of
the 1994 Bonds. The Issuer shall establish similar accounts with
respect to each Series of Additional Bonds issued hereunder. Moneys
in the Self Insurance Claims Reserve Fund and in each account
thereof shall be kept separate and apart from all other funds and
accounts of the Issuer, and 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 Self Insurance Claims Reserve
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 Self Insurance Claims Reserve Fund
shall be deposited into the Self Insurance Claims Reserve Fund.
Any amounts remaining in the Self Insurance Claims
Reserve Fund from proceeds of the 1994 Bonds after funds on deposit r
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, (i) 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.
SEPTION 7.03. Disposition of Covenant Revenues.
(1) Commencing immediately following the issuance of the
1994 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:
34
94- 576
(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
(1/6th) 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 (1/12tha'iof 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.
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.
35
04= G-76
(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 be
added to the amount otherwise required to be deposited in each
month thereafter until such time as all such deficiencies have been
cured. f
(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,
subject to 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•oh
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 deficienciescaused 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
36
94- %r*7S
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 12.02 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.
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
37
94- qtji7S
principal 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 rats (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,
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
r
( 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
*1
94- 576
this resolution for the purpose of redeeming Bonds, the
Issuer may, in its discretion from time to time (i) use
such moneys to def ease 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 ony
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
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.
39
94- 576
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 purpose.
The 1994 Reserve Account created in Section 7.01 above
shall be held in trust only for the benefit of the Holders of the
1994 Bonds. The 1994 Reserve Account shall be funded at all times
at the 1994 Bonds Reserve Requirement. Upon issuance of the 1994
Bonds, there shall be deposited to the credit of the 1994 Reserve
Account either cash equal to the 1994 Bonds Reserve Requirement or
the 1994 Reserve Product.
SECTION 7.06. Paying 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 1994 Bonds. Initially, unless
otherwise designated by the Mayor or City Manager prior to the
issuance of the 1994 Bonds, the Issuer shall act as Paying Agent
with respect to the 1994 Bonds.
ARTICLE VIII
f. DEPOSITARIES OF FUNDS, SECURITY FOR
r 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
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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 1994 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.
OYtiigations so purchased as an investment of moneys in
any such fund or account shall be deemed at all times to be a part
of such fund or account, and shall at all times, for the purposes
of this resolution, be valued as frequently as deemed necessary by
the Series 1994 Bond Insurer, so long as the 1994 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 1994 Reserve Account in the Reserve Fund
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established with respect to the 1994 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 1994
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 12.03 hereof, all income
and profits derived from the investment of moneys in -the Self
Insurance Claims Reserve 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
Self Insurance Claims Reserve 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 F
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 12.03 below.
ARTICLE IX
GENERAL COVENANTS OF THE ISSUER
SECTION 9.01; Anti -Dilution Test. The Issuer may incur
additional debt that is secured by all or a portion of the Covenant
Revenues only if the total amount of Covenant Revenues for the
prior fiscal#year were 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
and the debt proposed to be incurred) to be paid from Covenant
Revenues (collectively, "Debt"), including any Debt payable from
one or several specific revenue sources and (b) so long as the. 1994
Bonds are outstanding and the 1994 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 1994 Reserve Product Provider.
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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 1994
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
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
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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 1994 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 1994
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
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
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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.
J*
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 1994 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 12.02 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 12.02 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
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at maturity (whether by acceleration or otherwise) or on
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 faik,,t'o
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
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evidence of the requisite signatures of the Bond Insurer and the
holders of twenty-five percent (25%) 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
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 (25%) 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 F
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 paymdnts 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.
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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
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 (25%) 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
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manner whatever by his or their action to affect, disturb or
prejudice the security of this resolution, or to enforce any right
hereunder, except in the manner herein provided, and that all
proceedings at law or in equity shall be instituted, had :and
maintained in the manner herein provided and for the benefit of all
Bondholders, and that any individual rights of action or any other
right given to one or more of such owners by law are restricted by
this resolution to the rights and remedies herein provided.
Nothing contained herein, however, shall affect,. 'or impair
the right of any Bondholder, individually, to enforce the payment
of the principal of and interest on his 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
MISCELLANEOUS PROVISIONS
SECTION 12.01. 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 1994 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
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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 12.02. 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 r.
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
Authorized Depositary acting as an escrow agent in irrevocable
trust for the benefit of such Bondholders (whether or not in any
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
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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 12.02, 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 12.02, the obligation to pay
over the Rebate Amount to the United States and to comply with all
other requirements of Section 12.03 hereof shall survive the
defeasance or payment in full of the Bonds.
SECTION 12.03. 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:
(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
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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 12.02 hereof, the obligation to pay r
over the Rebate Amount to the United States and to comply with all__.
other requirements this Section 12.03 shall survive the defeasance
or payment in full of the Bonds.
SECTION 12.04. Severability. If any one or more of the
covenants, agreements or provisions of this resolution should be
held contrary to any express provision of law or contrary to the
policy of express law, though not expressly prohibited, or against
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 12.05. No Third -Party Beneficiaries. Except as
herein otherwise expressly provided, nothing in this resolution
expressed or implied. is intended or shall be construed to confer
upon any person, firm or corporation other than the parties hereto
and the owners and holders of the 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.
52
94- 576
SECTION 12.06. 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 12.07. 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 r
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.
SECTION 12.08. Repeal of Inconsistent Resolutions. All
resolutions or parts thereof in conflict herewith are to the extent
of such conflict superseded and repealed.
r
SECTION 12.09. Effective Date. This resolution shall be
effective immediately upon its adoption.
53
94- 5'7C,
ARTICLE XIII
ADDITIONAL COVENANTS WITH RESPECT TO
THE SERIES 1994 BOND INSURANCE POLICY
AND THE 1994 RESERVE PRODUCT
SECTION 13.01. Covenants with Respect to Series 1994
Bond Insurance Policy. So long as any 1994 Bonds remain
outstanding or any amounts shall be due and owing the Series 1994
Bond Insurer by the Issuer in connection with the Series 1994 Bond
Insurance Policy, the Issuer agrees as follows:
A. The Issuer shall deliver the following information
to the Series 1994 Bond Insurer:
(a) A copy of the Issuer's budget for the
succeeding Fiscal Year, annual audited financial
statements for the current Fiscal Year, a statement of
the amount on deposit in the 1994 Reserve Account in the
Reserve Fund as of the most recent valuation, all within
one hundred twenty (120) days after the end of the
current Fiscal Year and, if not presented in the audited
financial statements, a statement of the Pledged Revenues
pledged to the payment of the 1994 Bonds in each such
Fiscal Year.
(b) A copy of any official statement or other
disclosure document prepared in connection with any debt
obligations hereafter issued by the Issuer and secured by
the Pledged Revenues, including Additional Bonds, within
thirty (30) days after the issuance of such obligations.
(c) Written notice of any draw upon or deficiency
in the 1994 Reserve Account in the Reserve Fund as a
result of fluctuation of the market value of the
investments therein.
(d) A copy of any optional redemption notices
related to the 1994 Bonds, or any advance refunding of
the 1994 Bonds, including therein the principal amounts,
maturities and CUSIP numbers thereof.
(e) Such additional information as the Series 1994
Bond Insurer may reasonably request from time to time.
B. The Issuer shall issue no Additional Bonds while a
default shall have occurred and be continuing hereunder.
54
94- "76
C. In addition to all other terms and conditions set
forth in this Resolution, other than as provided in Section 13.02
hereof with respect to the 1994 Reserve Product, any Reserve
Product related to the 1994 Bonds hereafter obtained by the Issuer
shall also comply with the following:
(a) The claims -paying ability of the Reserve
Product Provider, if a company licensed to issue an
insurance policy guarantying the timely payment of debt
service on bonds, shall be rated at least "AAA" or "Aaa"
by S&P or Moody's, respectively.
(b) The form and substance of the Reserve Product,
if issued by a surety company or insurance company other
than a company licensed to issue an insurance policy
guarantying the timely payment of debt service on bonds
shall be approved by the Series 1994 Bond Insurer.
(c) If the Reserve Product consists of an
unconditional -irrevocable letter of credit, the Reserve
Product Provider shall be rated at least "AA" by S&P,
such letter of credit shall be payable to the beneficiary
in one or more draws upon presentation by the beneficiary
of a sight draft accompanied by its certificate that it -:
then holds insufficient funds to make a required payment
of principal or interest on the 1994 Bonds, the draws
shall be payable within two days of presentation of the
sight draft, the letter of credit shall be for a term of
not less than three years, and the Reserve Product
Provider shall be required to notify the Issuer and the
beneficiary not later than 30 months prior to the stated
expiration date of the letter of credit, as to whether
such expiration date shall be extended, and if so, shall
indicate the new expiration date.
If such notice indicates that the expiration date
shall not be extended, the Issuer shall deposit in the
1994 Reserve Account in the Reserve Fund an amount
sufficient, together with any other Reserve Product
therein, to equal the Reserve Requirement on all
outstanding 1994 Bonds, such deposit to be paid in equal
installments on at least.a semi-annual basis over the
remaining term of the letter of credit, unless the
Reserve Product is replaced by a Reserve Product meeting
the requirements in any of subparagraphs a-c above. The
letter of credit shall permit a draw in full not less
than two weeks prior to the expiration or termination of
such letter of credit if the letter of credit has not
been replaced or renewed. The beneficiary shall draw
55
94- 57C
upon the letter of credit prior to its expiration or
termination unless an acceptable replacement is in place
or the 1994 Reserve Account in the Reserve Fund is fully
funded in its required amount.
(d) The use of any Reserve Product pursuant to the
terms hereof, other than the 1994 Reserve Product, shall
be subject to receipt of an opinion of counsel acceptable
to the Series 1994 Bond Insurer and in form and substance
satisfactory to the Series 1994 Bond Insurer as to. -,the
due authorization, execution, delivery and enforceability
of such instrument in accordance with its terms, subject
to applicable laws affecting creditors, rights generally,
and, in the event the Reserve Product Provider is not a
domestic entity, an opinion of foreign counsel in form
and substance satisfactory to the Series 1994 Bond
Insurer. In addition, the use of a Reserve Product
consisting of an irrevocable letter of credit shall be
subject to receipt of an opinion of counsel acceptable to
the Series 1994 Bond Insurer and in form and substance
satisfactory to the Series 1994 Bond Insurer to the
effect that payments under such Reserve Product would not
constitute avoidable preferences under Section 547 of the
U.S. Bankruptcy Code or similar state laws with avoidable
preference provisions in the event of the filing of a
petition for relief under the U.S. Bankruptcy Code or
similar state laws by or against the Issuer (or any other
account party under the Reserve Product).
(e) The obligation to reimburse the Reserve Product
Provider for any fees, expenses, claims or draws upon
such Reserve Product shall be subordinate to the payment
of debt service on the Bonds and the right of the Reserve
Product Provider to payment or reimbursement of its fees
and expenses shall be subordinated to cash replenishment
of the 1994 Reserve Account in the Reserve Fund, and,
subject, to the second succeeding sentence of this
subpard4raph e, its right to reimbursement for claims or
draws shall be on a parity with the cash replenishment of
the 1994 Reserve Account in the Reserve Fund. The
Reserve Product shall provide for a revolving feature
under which the amount available thereunder will be
reinstated to the extent of any reimbursement of draws or
claims paid. If the revolving feature is suspended or
terminated for any reason, the right of the Reserve
Product Provider to reimbursement will be further
subordinated to cash replenishment of the 1994 Reserve
Account in the Reserve Fund to an amount equal to the
difference between the full original amount available
56
94- 576
under the Reserve Product and the amount then available
for further draws or claims. If (i) the Reserve Product
Provider becomes insolvent or (ii) the Reserve Product
Provider defaults in its payment obligations thereunder
or (iii) the claims -paying ability of the Reserve Product
Provider falls below a S&P "AAA" or a Moody's "Aaa" or
(iv) the rating of the issuer of the letter of credit
falls below a S&P "AA," the obligation to reimburse the
Reserve Product Provider shall be subordinate to the cash
replenishment of the 1994 Reserve Account in the Reserve
Fund.
(f) If (i) the revolving reinstatement feature
described in the preceding paragraph a is suspended or
terminated or (ii) the rating of the claims paying
ability of the Reserve Product Provider falls below a S&P
"AAA" or a Moody's "Aaa" or (iii) the rating of the
issuer of the letter of credit falls below a S&P "AA,"
the Issuer shall either (1) deposit into the 1994 Reserve
Account in the Reserve Fund an amount sufficient to cause
'the cash or Investment Obligations on deposit in the 1994
Reserve Account in the Reserve Fund to equal the Reserve
Requirement on all outstanding 1994 Bonds, such amount to
be paid over the ensuing five years in equal installments -:
deposited at least semi-annually or (2) replace such
instrument with a Reserve Product meeting the
requirements in any of subparagraphs a-c above within six
months of such occurrence. In the event (i) the rating
of the claims -paying ability of the Reserve Product
Provider falls below "A," or (ii) the rating of the
issuer of the letter of credit falls below "A", or (iii)
the Reserve Product Provider defaults in its payment
obligations or (iv) the Reserve Product Provider becomes
insolvent, the Issuer shall either (1) deposit into the
1994, Reserve Account in the Reserve Fund an amount
sufficient to cause the cash or Investment Obligations on
deposit,in the 1994 Reserve Account in the Reserve Fund
to equal the Reserve Requirement on all Outstanding 1994
Bonds, such amount to be paid over the ensuing year in
equal installments on at least a monthly basis or (2)
replace such instrument with a Reserve Product meeting
the requirements in any of subparagraphs a-c above within
six months of such occurrence.
(g) Where applicable, the amount available for
draws or claims under the Reserve Product may be reduced
by the amount of cash or Investment Obligations deposited
in the 19'94 Reserve Account in the Reserve Fund pursuant
to the preceding subparagraph f.
57
94- 576
(h) If the Issuer chooses the above described
alternatives to a cash -funded 1994 Reserve Account in the
Reserve Fund, any amounts owed by the Issuer to the
Reserve Product Provider as a result of a draw thereon or
a claim thereunder, as appropriate, shall be included in
any calculation of debt service requirements required to
be made pursuant to this Resolution for any purpose.
(i) The Paying Agent shall ascertain the necessity
for a claim or draw upon the Reserve Product and provide
notice to the Reserve Product Provider in accordance with
its terms not later than two days (or such longer period
as may be necessary depending on the permitted time
period for honoring a draw under the Reserve Product)
prior to each interest payment date.
(j) Cash on deposit in the 1994 Reserve Account in
the Reserve Fund shall be used ( or investments purchased
with such cash shall be liquidated and the proceeds
applied as required) prior to any drawing on any Reserve
Product. If and to the extent that more than one Reserve
Product is deposited'in the 1994 Reserve Account in the
Reserve Fund, drawings thereunder and repayments of costs
associated therewith shall be made on a pro rata basis,
calculated by reference to the maximum amounts available
thereunder.
D. The Issuer shall not distribute or publish a notice
of redemption of any 1994 Bond, other than a redemption of term
bonds through the operation of a mandatory sinking fund or in
connection with 1994 Bonds that are being refunded through the
issuance of other 1994 Bonds; unless sufficient moneys have been
deposited with the Paying Agent by the Issuer on the date of such
notice to pay the principal of, interest on and redemption premium,
if any, with respect to such 1994 Bonds on the redemption date
thereof.
r
E. In determining whether a payment default has
occurred or whether a payment of the 1994 Bonds has been made, no
effect shall be given to payments made under the Series 1994 Bond
Insurance Policy.
F. The Issuer shall require the Paying Agent to provide
prompt notice to the Series 1994 Bond Insurer of any payment
default with respect to the 1994 Bonds and of any other default
with respect to the 1994 Bonds known to the Paying Agent within
thirty (30) days after it obtains knowledge of such default.
58
94- 576
G. Except with respect to the giving of notice of
default to Bondholders, the Series 1994 Bond Insurer shall be
deemed the holder of all 1994 Bonds for the purposes of Article XI
and Section 12.01 hereof.
H. Any successor to the Paying Agent for the 1994 Bonds
appointed by the Issuer shall have combined capital, surplus and
undivided profits of at least $50,000,000 unless the Series 1994
Bond Insurer shall otherwise approve in writing. No resignation or
removal of the Paying Agent for the 1994 Bonds shall be:permitted
by the Issuer to take effect until a successor has been appointed
and has accepted the duties of Paying Agent with respect to the
1994 Bonds. The Issuer shall furnish the Series 1994 Bond Insurer
with written notice of the resignation or removal of the Paying
Agent with respect to the 1994 Bonds and the appointment of a
successor.
I. The Series 1994 Bond Insurer shall be considered a
party in interest and as a party entitled to (i) notify the Paying
Agent of an event of default with respect to the 1994 Bonds and
(ii) request the Paying Agent to intervene in judicial proceedings
that affect the 1994 Bonds or the security therefor. The Paying,
Agent shall accept notice of default with respect to the 1994 Bonds__'
from the Series 1994 Bond Insurer.
J. (a) If, on the third day preceding any interest
payment date for the 1994 Bonds there is not on deposit with the
Paying Agent for the 1994 Bonds sufficient moneys available to pay
all principal of and interest on the 1994 Bonds due on such date,
the Paying Agent shall immediately notify the Series 1994 Bond
Insurer and State Street Bank and Trust Company, N.A., New York,
New York or its successor as its fiscal agent (the "Fiscal Agent")
of the amount of such deficiency. If, by said interest payment
date, the Issuer has not provided the amount of such deficiency,
the Paying Agent shall simultaneously make available to the Series
1994 Bond Insurer and to the Fiscal Agent the registration books.
for the 1994,Bonds maintained by the Paying Agent. In addition:
I-
(i) The Paying Agent shall provide the'Series 1994
Bond Insurer with a list of the holders of the 1994 Bonds
entitled to receive principal or interest payments from
the Series 1994 Bond Insurer under the terms of the
Series 1994 Bond Insurance Policy and shall make
arrangements for the Series 1994 Bond Insurer and its
Fiscal Agent (1) to mail, at the expense of the Series
1994 Bond Insurer or its Fiscal Agent, checks or drafts
to Bondholders entitled to receive full or partial
interest payments from the Series 1994 Bond Insurer, and
( 2 ) to pay principal of the 1994 Bonds surrendered to the
59
94- 576
Fiscal Agent by the Bondholders entitled to receive full
or partial principal payments from the Series 1994 Bond
Insurer; and
(ii) The Paying Agent for the 1994 Bonds shall, at
the time it makes the registration books available to the
Series 1994 Bond Insurer pursuant to (A) above, notify
holders of 1994 Bonds entitled to receive the payment of
principal of or interest thereon from the Series 1994
Bond Insurer (1) as to the fact of such entitlement, J 2 )
that the Series 1994 Bond Insurer will remit to then' all
or part of the interest payments coming due, (3) that,
except as provided in paragraph (b) below, in the event
that any Bondholder is entitled to receive full payment
of principal from the Series 1994.Bond Insurer, such
Bondholder must tender his 1994 Bond with the instrument
of transfer in the form provided in the 1994 Bond
executed in the name of the Series 1994 Bond Insurer, and
(4) that, except as provided in subparagraph (b) below,
in the event that such Bondholder is entitled to receive
partial payment of principal from the Series 1994 Bond
Insurer, such Bondholder must tender his 1994 Bond for
payment first to the Paying Agent, which shall note on
such 1994 Bond the portion of principal paid by the -:
Paying Agent, and then, with the form of transfer
executed in the name of the Series 1994 Bond Insurer, to
the Fiscal Agent, which will then pay the unpaid portion
of principal to the Bondholder, subject to the terms of
the Series 1994 Bond Insurance Policy.
(b) In the event that the Paying Agent for the 1994
Bonds has notice that any payment of principal of or interest
on a 1994 Bond has been recovered from a Bondholder pursuant
to the United States Bankruptcy Code by a trustee in
bankruptcy in accordance with the final, nonappealable order
of a court having competent jurisdiction, the Paying Agent
shall, Ot the time it provides notice to the Series 1994 Bond
Insurer; notify all holders of 1994 Bonds that in the event
that any Bondholder's payment is so recovered, such Bondholder
will be entitled to payment from the Series 1994 Bond Insurer
to the extent of such recovery, and the Paying Agent shall
furnish to the Series 1994 Bond Insurer its records evidencing
the payments of .principal of and interest on the 1994 Bonds
which have been made by the Paying Agent and subsequently
recovered from Bondholders, and the dates on which such
payments were made.
(c) The Series 1994 Bond Insurer shall, to the
extent it makes payment of principal of or interest on the
Cut
94- 576
1994 Bonds, become subrogated to the rights of the recipients
of such payments in accordance with the terms of the Series
1994 Bond Insurance Policy and, to evidence such subrogation,
(1) in the case of subrogation as to claims for past due
interest, the Paying Agent shall note the -Series 1994 Bond
Insurer's rights as subrogee on the registration books
maintained by the Paying Agent upon receipt from the Series
1994 Bond Insurer of proof of the payment of interest thereon
to the Bondholders of such 1994 Bonds and (2) in the case of
subrogation as to claims for past due principal, thg'Paying
Agent shall note the Series 1994 Bond Insurer's 'fights as
subrogee on the registration books for the 1994 Bonds
maintained by the Paying Agent upon receipt of proof of the
payment of principal thereof to the Bondholders of such 1994
Bonds. Notwithstanding anything in this resolution to the
contrary, the Paying Agent shall make payment of such past due
interest and past due principal directly to the Series 1994
Bond Insurer to the extent that the Series 1994 Bond Insurer
is a subrogee with respect thereto.
K. All notices required to be delivered to the Series
1994 Bond Insurer and the Fiscal Agent hereunder shall be delivered
as follows:
Financial Guaranty Insurance Company
115 Broadway
New York, New York 10006
Attention: Managing Counsel
and
State Street Bank and Trust Company, N.A.
61 Broadway
New York, New York 10006
Attention: Corporate Trust Department
L.,. Notwithstanding any other provision contained in
this resolution to the contrary:
(i) If the Series 1994 Bond Insurer shall be in
default in the due and punctual performance of its
obligations under its the Series 1994 Bond Insurer Bond
Insurance Policy or if such policy for whatever reason is
not then enforceable and in full force and effect; or
( ii ) If the Series 1994 Bond Insurer shall apply for
or consent to the appointment of a receiver, custodian,
trustee or liquidator of itself or of all or a
substantial part of its assets, or shall admit in writing
61
94- rv76
its inability, or be generally unable, to pay its debts
as such debts become due, or shall make a general
assignment for the benefit of its creditors, or commence
a voluntary case under the Federal Bankruptcy Code (as
now or hereafter in effect) or shall file a petition
seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts, or shall fail to
convert in a timely and appropriate manner, or acquiesce
in writing to, any other petition filed against, /'the
Series 1994 Bond Insurer in any involuntary case under
said Federal Bankruptcy Code, or shall take any other
action for the purpose of effecting the foregoing; or
(iii) If a proceeding or case shall be commenced
without the application or consent of the Series 1994
Bond Insurer, in any court of competent jurisdiction
seeking the liquidation, reorganization, dissolution,
winding up or composition or readjustment of debts of the
Series 1994 Bond Insurer or the appointment of a trustee,
receiver, custodian, or liquidator or the like of the
Series 1994 Bond Insurer or of all or a substantial part
of its assets, or similar relief with respect to the
Series 1994 Bond Insurer under any law relating to
bankruptcy, insolvency, reorganization, winding up or
composition or adjustment of debts, and such proceeding
or case shall continue undismissed and an order, judgment
or decree approving or ordering any of the foregoing
shall be entered and continue unstayed in effect for a
period of one hundred twenty (120) days from the
commencement of such proceedings or case, or any order
for relief against the Series 1994 Bond Insurer shall be
entered in an involuntary case under said Federal
Bankruptcy Code;
then and in any such event the Series 1994 Bond In:
be entitled to any rights specifically granted t4
consent to,'approve or participate in any actions
taken by the Issuer, a Bondholder, the Paying Agent
pursuant to this resolution or this Resolution o:
rights granted to the Series 1994 Bond Insurer undf
XIII.
purer shall not
> it herein to
proposed to be
or any of them
to any other
x this Article
M. Notice of redemption of any 1994 Bond shall be
conditioned upon there being on deposit on the redemption date
sufficient money to pay the full redemption price of the 1994 Bonds
to be redeemed.
62
94- 576
N. Any acceleration of the 1994 Bonds or any annulment
of any acceleration shall be subject to the prior written consent
of the Series 1994 Bond Insurer:
O. Any rating agency rating the 1994 Bonds must receive
notice of each amendment or modification to this Resolution and a
copy thereof at least 15 days in advance of its execution or
adoption, and the Series 1994 Bond Insurer shall be provided with
a full transcript of all proceedings relating to the execution of
any modification or amendment to this Resolution.
P. Notwithstanding the provisions of Section 12.02
hereof with respect to defeasance of bonds with Direct Obligations,
only cash, direct non -callable 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, to which direct obligation or guarantee the full faith
and credit of the United States of America has been pledged,
Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal
bonds rated "AAA" by S&P or "Aaa" by Moody's (or any combination
thereof) shall be used to effect defeasance of the 1994 Bonds
unless the Series 1994 Bond Insurer otherwise approves. In the
event of an advance refunding, the Issuer shall cause to be_.,
delivered a verification report of an independent nationally -
recognized certified public accountant. If a forward supply
contract is employed in connection with the refunding, (i) such
verification report shall expressly state that the adequacy of the
escrow to accomplish the refunding project relies solely on the
initial escrowed investments and the maturing principal thereof and
interest income thereon and does not assume performance under or
compliance with the forward supply contract, and (ii) the
applicable escrow agreement shall provide that in the event of any
discrepancy or indifference between the terms of the forward supply
contract and the escrow agreement, the terms of the escrow
agreement shall be controlling.
SECTION 13.02. Covenants with Respect to the 1994
Reserve Product. So long as the 1994 Reserve Product is in effect,
the Issuer agrees as follows:
A. The issuer's repayment of any draws under the 1994
Reserve Product and related reasonable expenses incurred by 1994
Reserve Product Provider (together with interest thereon at a rate
equal to the lower of (i) the prime rate of -Morgan Guaranty Trust
Company of New York in.effect from time to time plus 2% per annum
and (ii) the highest rate permitted by law) shall enjoy the same
priority as the obligation to maintain and refill the 1994 Reserve
Account. Repayment of draws, expenses and accrued interest with
respect to the 1994 Reserve Product (collectively, "Policy Costs")
63
94- 576
shall commence in the first month following each draw, and each
such monthly payment shall be in an amount at least equal to 1/12
of the aggregate of Policy Costsrelated to such draw. If and to
the extent that cash has also been deposited in the 1994 Reserve
Account, all such cash shall be used (or investments purchased with
such cash shall be liquidated and the proceeds applied as required)
prior to any drawing under the 1994 Reserve Product, and repayment
of any Policy Costs shall be made prior to replenishment of any
Policy Costs shall be made prior to replenishment of any such cash
amounts. If, in addition to the 1994 Reserve Product, any other
Reserve Product ("Additional Reserve Policy") is provided,; drawings
under the 1994 Reserve Product and any such Additional Reserve
Policy, and repayment of Policy Costs and reimbursement of amounts
due under the Additional Reserve Policy, shall be made on a pro
rata basis (calculated by reference to the maximum amounts
available thereunder) after applying all available cash in the 1994
Reserve Account and, except as provided in Section 13.01 hereof,
prior to replenishment of any such cash draws, respectively.
B. If the Issuer shall fail to repay any Policy Costs
in accordance with the requirements of Paragraph A hereof, the 1994
Reserve Product Provider shall be entitled to exercise any and all
remedies available at law or under this Resolution other than r
(i) acceleration of the maturity of the 1994 Bonds or (ii) remedies
which would adversely affect 1994 Bondholders.
C. This Resolution shall not be discharged until all
Policy Costs owing to 1994 Reserve Product Provider shall have been
paid in full.
D. As security for the Issuer's repayment obligations
with respect to the 1994 Reserve Product, the 1994 Reserve Product
Provider shall be granted a security interest (subordinate only to
that of the 1994 Bondholders) in all revenues and collateral
pledged as security for the 1994 Bonds.'
E. No additional Bonds may be issued without the prior
written consent of the 1994 Reserve Product Provider if any Policy
Costs are past due and owing to the 1994 Reserve Product Provider.
64
94- 576
PASSED AND ADOPTED this 26th day of July 1994.
• GpCp4
*STEN P.CLARK, MAYOR
ATTE
MATTY(HIRAI
CITY CLERK
REVIEWED-75Y :
RAFAEL 0. DIAZ
DEPUTY CITY AT ORNEY
r
APPROVED AS T FORM AND CORRECTNESS:
A. Q N J S, III
CITY ATTOpty
LAK-65108.5:717
32363-1
65
94- 576
BOND RESOLUTION
SPECIAL NON -AD VALOREM REVENUE BONDS
RESOLUTION
CITY OF MIAMI, FLORIDA
As Issuer
Adopted on July 26, 1994
r
r
94- 576
TABLE OF CONTENTS
Page
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
ARTICLE II
DEFINITIONS
SECTION 2.01. Definitions . . . . . . . . . . . . . 1
SECTION 2.02. Singular/Plural . . . . . . . . . . . . . 12
ARTICLE III
FINDINGS
ARTICLE IV
THIS INSTRUMENT TO CONSTITUTE CONTRACT
ARTICLE V
AUTHORIZATION OF THE FUNDING OF A SELF INSURANCE
CLAIMS RESERVE FUND; DESCRIPTION,
FORM AND TERMS OF BONDS
SECTION
5.01.
Authority for the Funding of a Self
Insurance Claims Reserve Fund and the
Issuance of Bonds . . . . . . . . .
14
SECTION
5.02.
Description of Obligations . . . . . . .
15
SECTION
5.03.
Execution of Bonds . . . . .
SECTION
5.04.
Bonds Mutilated,' Destroyed , st�l�nor
Lost . . . . . . . . . . . . .
18
SECTION
5.05.
Provisions for Redemption . . . . . . . .
19
SECTION
5.06.
Effect of Notice of Redemption . . . . .
20
SECTION
5.07.
Redemption of Portion of Registered
Bonds . .
21
SECTION
5.08.
Bonds Called for Redemption not Deemed
Outstanding . . . . . . . . . . . . . .
21
SECTION
5.09.
Form of Bonds .. . .. . . . . .
21
SECTION
5.10.
Application of1994 Bond Proceeds . . . .
28
SECTION
5.11.
Temporary Bonds . . . . . . . . . . . . .
29
(i)
94- 576
SECTION
5.12.
Delegation of Award of Sale to
Underwriters . . . . . . . . . . . . . .
29
SECTION
5.13.
Delegation of Authority to Approve
Official Statement . . . . . . . . . . .
.30
SECTION
5.14.
Approval of Commitment for Series 1994
Bond Insurance Policy and 1994 Reserve
Product . . . . . . . . . . . . . . .
30
SECTION
5.15.
Authorization to Execute Documents . . .
30
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 . . . . . . .. 31
SECTION 6.02. Pledge . . . . . . . . . . . . . 31
SECTION 6.03. Covenant to Budget and Appropriate . . . 31
ARTICLE VII
CREATION AND USE OF FUNDS AND ACCOUNTS;
DISPOSITION OF REVENUES
SECTION
7.01.
Creation of_ Funds and Accounts . . .
33
SECTION
7.02.
Self Insurance Claims Reserve Fund . . .
33
SECTION
7.03.
Disposition of Covenant Revenues . . . .
34
SECTION
7.04.
Use of Moneys in the Sinking Fund . . . .
37
SECTION
7.05.
Designation of Reserve Requirements;.
Application of Moneys in the Reserve
Fund. . . . . . . . . . . . . . . . . .
39
SECTION
7.06.
Paying Agents . . . . . . . . . . . . . .
40
r ARTICLE VIII
r
DEPOSITARIES OF FUNDS, SECURITY FOR
DEPOSITS AND INVESTMENT OF MONEYS
SECTION 8.01.. Deposits Constitute Trust Funds . . . . . 40
SECTION 8.02. Investment of Moneys . . . . . . . 41
94- 576
ARTICLE IX
GENERAL COVENANTS OF THE ISSUER
SECTION 9.01. Anti -Dilution Test . . . . . . . . . . .. 42
SECTION 9.02. Notice of Deposit Shortfall . . . . . . . 43
SECTION 9.03. Annual Audit . . . . . . . . . . . . . . 43
ARTICLE X
ISSUANCE OF ADDITIONAL INDEBTEDNESS
SECTION 10.01. Issuance of Bonds or Other Obligations 43
SECTION 10.02. Issuance of Additional Bonds . . . . . . 43
SECTION 10.03. Refunding Bonds . . . . . . . . . . . . . 45
ARTICLE XI
EVENTS OF DEFAULT; REMEDIES
SECTION
11.01.
Events of Default . . . . . . . . . .
45,
SECTION
11.02.
Enforcement of Remedies . . . . . . .
46--
SECTION
11.03.
Effect of Discontinuing Proceedings . . .
48
SECTION
11.04.
Directions to Default Trustee as to
Remedial Proceedings . . . . .
48
SECTION
11.05.
Restrictions on Actions by Individual
Bondholders . . . . . . . . . . . . . . .
48
SECTION
11.06.
Subrogation . . . . . . . . . . . . . . .
49
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION.12.01.
Modification or Amendment . . . . . . . .
49
SECTION-12.02.
Defeasance . . . . . . . . . . . . . . .
50
SECTION
12.03.
Tax Covenants . . . . . . . . . . . . .
51
SECTION
12.04.
Severability .. . . . . . . . .
52
SECTION
12.05.
No Third-PartyBeneficiaries . . . . . .
52
SECTION
12.06.
Controlling Law; Members of Issuer Not
Liable . . . . . . . . . . . . . . .
53
SECTION
12.07.
Effect of Covenants . . . . . . . . .
53
SECTION
12.08.
Repeal of Inconsistent Resolutions . . .
53
SECTION
12.09.
Effective Date . . . . . . . . . . . . .
53
94- 576
ARTICLE XIII
ADDITIONAL COVENANTS WITH RESPECT TO
THE SERIES 1994 BOND INSURANCE POLICY
AND THE 1994 RESERVE PRODUCT
SECTION 13.01. Covenants with Respect to Series 1994
Bond Insurance Policy . . . . . . . . . .
SECTION 13.02. Covenants with Respect to the 1994
Reserve Product . . . . . . . . . . .�
54
63
94- '76
TO :
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM T
Honorable Mayor and Members
of the City Commission
DATE : JUL 19 IOQ^ FILE :
SUBJECT:
Agenda Item
FROM REFERENCES:
Cesa o
City ENCLOSURES:
RECOMMENDATION;
It is respectfully recommended that the attached resolution be
approved, authorizing and providing for the issuance of not
exceeding $18,000,000 Special Non -Ad Valorem Revenue Bonds,
Series 1994, of the City for the purpose of financing the funding
of a Self Insurance Claims Reserve Fund of the City; providing
for the payment of the bonds from Non -Ad Valorem Revenues
available to the City; making certain covenants and agreements in
connection therewith; delegating to the Mayor the authority to
award a negotiated sale of the bonds to the Underwriters and
approving the conditions and criteria of such sale; delegating to
the Mayor the authority to negotiate a commitment from the bond
insurer for a municipal bond insurance policy to insure the
bonds; authorizing the approval and use of a preliminary offering
document and the execution and distribution of a final offering
document with respect to the bonds; authorizing the execution and
delivery of a bond purchase contract; providing an effective
date; and providing certain other details.
The City of Miami Commission approved an Interlocal Agreement
with the Florida League of Cities enabling the City to take
advantage of the attractive terms offered by the Florida League
of Cities' First Municipal Loan Council.
Resolution 94-95 of February 17, 1994 authorized the City Manager
to proceed with the purchase of a liability coverage contract
from the Florida League of Cities' First Municipal Loan Program
("The League"). Bond counsel to the League has recommended,
based on existing tax law, that the proposed transaction be
issued as Non -Ad Valorem Revenue Bonds for the purpose of
financing the funding of a liability coverage reserve fund in
amount not to exceed $18,000,000.
These bonds will be issued under the Capital Finance Assistance
Program of the League and will provide the resources necessary to
meet claim payments for fiscal years 94 and 95.
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
i
TO; Honorable Mayor and Members DATE : July 22, 1994 FILE
of the ty Commission
SUBJECT : Agenda Item No. 37
July 26, 1994 Meeting
FROM : Cep H. Odio REFERENCES:
City Manager ENCLOSURES:
Pursuant to the proposed resolution, scheduled as agenda item No. 37 of the July 26, 1994
City Commission meeting, authorizing and providing for the issuance of not exceeding
$18,000,000 Special Non -Ad Valorem Revenue Bonds, Series 1994, please find enclosed
its preliminary official statement and bond purchase contract, substantially in the form in
which they will be issued once the transaction is approved.
i .
i
L
i
I
r
94- 576
f .
PRELIMINARY OFFICIAL STATEMENT DATED JULY �, 1994
In the opinion of Bond Counsel, assuming continuing compliance with certain arbitrage rebate and other
tax requirements referred to herein, under existing law, interest on the Series 1994 Bonds is excluded from gross
income for federal income tax purposes and rill not be treated as an item of tax preference in computing the
alternative minimum tax. Interest on the Series 1994 Bonds will, however, be taken into account in computing
an adjustment made in determining a corporate Series 1994 Bondholder's alternative minimum tax based on such
Series 1994 Bondholder's adjusted current earnings, and holders of the Series 1994 Bonds could be subject to
the consequences of other provisions of the Internal Revenue Code of 1986, as amended, as further described
herein. In the opinion of Bond Counsel, under existing law, the Series 1994 Bonds are also exempt from present
intangible personal property taxes imposed by the State of Florida. See "Income Tax Effects" herein.
Dated: August 1, 1994
$18,000,000+
City of Miami, Florida
Special Non -Ad -Valorem Revenue Bonds, Series 1994 '
Due: July 1,
as shown below
The City of Miami, Florida Special Non -Ad -Valorem Revenue Bonds, Series 1994 (the "Series 1994
Bonds") are being issued by the City of Miami, Florida (the "Issuer" or the "City') for the purpose of funding
a Self Insurance Claims Reserve Fund for the City. See 7HE PROJECT' herein.
The Series 1994 Bonds are being issued as fully registered bonds in the denomination of $5,000 each,
or integral multiples thereof. Interest on the Series 1994 Bonds is payable semiannually on January 1 and on
July 1 of each year, commencing January 1,1995 by check or draft mailed to the registered Bondholders at their
addresses as they appear on the registration books maintained by [Insert name of Registrar] (the "Registrar").
Principal on the Series 1994 Bonds is payable upon presentation and surrender when due at the principal
corporate trust office of [Insert Name of Paying Agent] (the "Paying Agent"). The Series 1994 Bonds are subject
to optional and mandatory redemption as more fully described herein.
The Series 1994 Bonds are being issued pursuant to Chapter 166, Florida Statutes; Article VI]I, Section
2 of the Constitution of the State of Florida; the City Charter of the City and other applicable provisions of law
(collectively, the "Act") and Resolution No. adopted by the Issuer on July 26, 1994 (the "Resolution").
The Series 1994 Bonds are payable solely from and are secured by a prior lien upon and pledge of
certain revenues of the Issuer in the funds and accounts created pursuant to the Resolution and certain other
funds and investment earnings thereon, all in the manner and to the extent described in the Resolution. See
"SECURITY FOR THE SERIFS 1994 BONDS" herein.
Payment of the principal of and interest on the Series 1994 Bonds when due will be insured by a
furancial guaranty insurance policy to be issued by F'mancial Guaranty Insurance Company ("FGIC")
simultaneously with the delivery of the Series 1994 Bonds. See "SECURITY FOR THE SERIFS 1994 BONDS -
Municipal Bond Insurance" herein.
FGIC
The Series 1994 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 pledge of the Pledged Revenues, In the manner and to the extent described in the Resolution.
94- 5'76
No holder of the Series 1994 Bonds shall ever 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
j City or taxation In any form on any real or personal property to pay such aeries 1994 Bond or the interest
thereon, nor shall any Bondholder be entitled to payment of such Series 1994 Bond from any moneys of the
City other than the Pledged Revenues, all In the manner and to the extent described In the Resolution.
i
This cover and inside cover page contain certain information for quick reference only. tt is not a
summary of the issue. Investors must read the entire Official Statement to obtain information essential to the
4 making of an informed investment decision.
{ MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS"
Interest Price or Interest Price or
Arngun i
.Maturii Race Yield Amoula Mamfi Rate Yield
4
i
S % Term Bonds Due - Yield %
(Accrued interest to be added)
The Bonds are offered when, as and if issued and accepted by the Underwriters, subject to the approval
of legality by Holland & Knight, Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for
the Underwriters by their counsel Bryant, Miller and Olive, PA., Tallahassee, Florida Certain matters will be
passed on for the City by the City Attorney of the city of Miami. Howard Gary & Company, Miami, Florida
and Raymond James & Associates, Inc., St. Petersburg, Florida are serving as financial advisor to the City. It
is expected that the Series 1994 Bonds will be delivered to the Underwriters in New York, New York, on or
about
WIWam R. Hough & Co.
Guzman & Company
Smith, Mitchell & Associates, Inc.
Douglas James Securities, Inc.
Dated:
Preliminary, subject to change.
94- 576
1 `
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THE CITY OF MIAMI, FLORIDA
MEMBERS OF THE COMMISSION OF THE CITY '
i
The Honorable Stephen P. Clark
Mayor
The Honorable Miller J. Dawkins
Vice Mayor
j The Honorable Willie Gort
Commissioner
The Honorable Victor H. De Yuma
t Commissioner
The Honorable J. L. Plummer, Jr.
i( Commissioner
1
i
CITY OFFICIALS
City Manager Cesar H. Odio
City Attorney A. Quinn Jones, III, Esq.
Director of Finance Carlos E. Garcia, CYA.
City Clerk Matty Hirai
I
BOND COUNSEL
Holland & Knight
Miami, Florida
FINANCIAL ADVISORS
Howard Gary & Company
Miami, Florida
Raymond James & Associates, Inc.
St. Petersburg, Florida
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS 1
Deloitte & Touche
Miami, Florida
94- 576
No dealer, broker, salesperson or other person has been authorized by the City or the Underwriters to
give any information or to make any representations other than as contained herein, and, if given or made, such
information or representations must not be relied upon as having been authorized by any of the foregoing. This
Official Statement is not to be construed as a contract with the purchasers of the Series 1994 Bonds, This
Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of the Series 1994 Bonds by any person to make such offer, solicitation or sale. The information set
forth herein has been obtained from the City and other sources believed to be reliable, but is not guaranteed
as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriters or, as to
information from other sources, the City. The information and expressions of opinion stated herein are subject
to change without notice, and neither the delivery of this Official Statement nor any We made hereunder shall
create, under any circumstance, any implication that there has been no change in the affairs of the City since the
date hereof or the earliest date as of which such information is given. This Preliminary Official Statement is
in a form deemed final by the City, except for certain permitted omissions, for the purpose of SEC Rule 15c2-12
promulgated under the Securities Exchange Act of 1934, as amended.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES
1994 BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN
MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME
All summaries herein of documents and agreements are qualified in their entirety by reference to such
documents and agreements, and all summaries herein of the Series 1994 Bonds are qualified in their entirety by
reference to the form thereof included in the aforesaid documents and agreement.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 1994 BONDS HAS BEEN
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE COMMISSION) OR WITH
ANY STATE SECURITIES COMMISSION. THE SERIES 1994 BONDS HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY
MAY BE A CRIMINAL OFFENSE.
94- 576
INTRODUCTION................................................................ 1
General........................................... 1
The City of Miami.......................................................�;. 1
Purpose.................................................................. 1
Authority ................................................................. 2
Series1994 Bonds.......................................................... 2
Security.................................................................. 2
MunicipalBond Insurance Policy ............................................... 2
AdditionalBonds.......................................................... 2
Amendment of Resolution.................................................... 2
Miscellaneous............................................................. 3
THEPROJECT.................................................................. 3
DESCRIPTION OF THE SERIES 1994 BONDS ......................................... 3
General . 3
Optional Redemption........................................................ 4
Mandatory Redemption...................................................... 4
Notice of Redemption....................................................... 5
Effect of Notice of Redemption ................................................ 6
SECURITY FOR THE SERIES 1994 BONDS ........................................... 6
LimitedObligations......................................................... 6
PledgedRevenues.......................................................... 6
Creation of Funds and Accounts ................................................ 7
SelfInsurance Claims Reserve Fund ............................................. 7
{ Disposition of Covenant ` Revenues .............................................. 1 8 Reserve Fund 10
Additional Debt Payable From Covenant Revenues .................................. 10
Refunding Bonds .11
GENERAL INFORMATION REGARDING CITY AND COVENANT REVENUES ............. 11
BudgetDevelopment Process .................................................. 15
Budget Amendment Processes ................................................. 17
BudgetMonitoring Processes .................................... I ............. 17
Financial Structure......................................................... 18
MUNICIPAL BOND INSURANCE POLICY ............................................ 19
SOURCES AND USES OF FUNDS ...... 21
DEBT SERVICE SCHEDULE FOR THE SERIES 1994 BONDS .......... . ........ ........ 21
LITIGATION................................................................... 22
INCOME TAX EFFECTS........................................................ 22
LEGAL MATTERS ....................................................... 24
ENFORCEABILITY OF�REMEDIES........................................ . . . . . � 24
RATINGS .............................................. ........ ... 24
UNDERWRITING........................................................ ... 24
FINANCIAL ADVISORS ..•.................................................. ... 24
CONTINUING DISCLOSURE ......................................................
25
FINANCIAL STATEMENTS ................ .... ... .. .. .25
AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT •....... 25
MISCELLANEOUS............................................................... 25
Appendix A - Description of the City of Miami
Appendix B - Summaries of Resolution
Appendix C - Financial Statements
Appendix D - Opinion of Bond Counsel
e
4
OFFICIAL STATEMENT
Relating To
$18,000,0000
City of Miami, Florida
Special Non -Ad Valorem Revenue Bonds, Series 1994
INTRODUCTION
General
This introduction is subject in all respects to the more complete information and definitions contained
or incorporated in this Official Statement and should not be considered to be a complete statement of the facts
material to making an investment decision. The offering by the City of Miami, Florida (the "City") of its
$18,000,0001 Special Non -Ad Valorem Revenue Bonds, Series 1994 (the "Series 1994 Bonds"), to potential
investors is made only by means of the entire Official Statement, including all appendices attached hereto.
Capitalized terms used but not defined herein have the same meaning as when used in the hereinafter
described Resolution, as defined herein, unless the context would clearly indicate otherwise. A description of
certain terms and conditions of the Series 1994 Bonds are set forth in the Resolution, the summary of which is
contained in Appendix B of this Official Statement. The descriptions of the Series 1994 Bonds, the documents
authorizing and securing the same, and the information from various reports and statements contained herein
are not comprehensive or definitive. All references herein to such documents, reports and statements are
qualified by the entire, actual content of such documents, reports and statements. Copies of such documents,
reports and statements referred to herein that are not included in their entirety in this Official Statement may
be obtained as described under "MISCELLANEOUS" herein.
The City of Miami
The City of Miami, which had a 1992 estimated population of 380,700, covers an area of 343 square
miles of land and 19.5 square miles of water. It is located at the mouth of the Miami River on the western shore
of Biscayne Bay and is a main port of entry in Florida. The City is the County seat of Metropolitan Dade
County (the "County") which encompasses over 2,000 square miles of Southeastern Florida Miami is the
southern most city and seaport in the continental United States and the center of Pan-American trade and air
transportation.
The City has operated under the Commission -City Manager form of Government since 1921. The
Commission consists of five elected citizens, who are qualified voters in the City, one of whom serves as Mayor.
The Commission ads as the governing body of the City with powers to enact ordinances, adopt resolutions and
appoint a chief administrative officer known as the City Manager. The economy of the City is based upon a
combination of light manufacturing trade, commerce, wholesale and retail trade, and tourism. For additional
information regarding the City, See "APPENDIX A- GENERAL INFORMATION- CITY OF MIAMI
FLORIDA."
Purpose
The Series 1994 Bonds are being issued for the purposes of (1) funding a self-insurance claims reserve
fund for the City, (2) paying a premium for a surety bond to be deposited into the Reserve Account as described
herein, and (3) paying certain costs and expenses related to the issuance of the Series 1994 Bonds. The Series
1994 Bonds are not secured by revenues derived from the Project, but are payable as described herein under
"SECURITY FOR THE SERIES 1994 BONDS."
•Prtiellminary, subject to change.
94- 576
"
Authority
The Series 1994 Bonds are being issued pursuant to the Constitution of the State of Florida, the City
Charter of the City of Miami, Chapter 166, Florida Statutes, Article VIII, Section 2 of the Constitution of the
State of Florida and other provisions of law (collectively, the "Act") and Resolution No. adopted by the
City on July 26, 1994, as further amended and supplemented (the "Resolution").
Series 1994 Bonds
The Series 1994 Bonds shall be dated as of August 1, 1994 and shall be issued by the City as fully
registered bonds in the in the denomination of $5,000 or any integral multiple thereof. Interest on the Series
1994 Bonds is payable on January 1, 1995 and semiannually on each July 1 and January 1 thereafter. [Insert
Name of Paying Agent and Registrar] is serving as Paying Agent (the "Paying Agent") and as Registrar (the
"Registrar") for the Series 1994 Bonds. The Series 1994 Bonds are subject to optional and mandatory
redemption prior to maturity as more fully described herein. See "DESCRIPTION OF THE SERIES 1994
BONDS" herein.
Security
The Series 1994 Bonds are payable solely from and secured by a pledge of and a lien on (1) the
Covenant Revenues deposited in the funds and accounts created under the Resolution and income received from
the investment of moneys deposited in the funds and accounts established under the Resolution. Covenant
Revenues are defined in the Resolution as the legally available non -ad valorem revenues of the Issuer budgeted
and appropriated to pay the principal of, premium, if any, and interest on the Series 1994 Bonds. The lien on
the Covenant Revenues does not attach until such time as funds are on deposit in the Sinking Fund. Prior to
such time, the holders of the Series 1994 Bonds have no lien upon or pledge of the legally available non -ad
valorem revenues of the City. However, the City has covenanted and agreed to the extent permitted by and in
accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its Annual
Budget for each Fiscal Year, by amendment, if necessary, and to deposit to the credit of the Sinking Fund,
Covenant Revenues of the Issuer in an amount which, together with other legally available revenues budgeted
and appropriated for such purpose, equal the Bond Service Requirement with respect to the Series 1994 Bonds.
Such covenant on behalf of the City is subject to certain limitations and restrictions as more fully described
herein under "SECURITY FOR THE SERIES 1994 BONDS
Municipal Bond Wuraace Policy
Financial Guaranty Insurance Company ("FGIC") has committed to issue, effective as of the date on
which the Series 1994 Bonds are issued, a policy of insurance which guarantees the payment, when due, of
principal and interest on the Series 1994 Bonds. See "MUNICIPAL BOND INSURANCE' herein.
Additional Bonds
The City may issue additional obligations payable from the Covenant Revenues subject to certain
restrictive covenants set forth in the Resolution. See "SECURITY FOR THE SERIES 1994 BONDS -Additional
Debt Payable From Covenant Revenues' herein.
Amendment of Resolution
Pursuant to the Resolution, the City is granted the right to make certain amendments to the Resolution
without the consent of the Holders of the Series 1994 Bonds. See "APPENDIX B - SUMMARY OF CERTAIN
PROVISIONS OF THE RESOLUTION" herein.
2 94- 576
Miscellaneous
HoUand & Knight, Bond Counsel, will provide an opinion at closing with respect to the Series 1994
Bonds in substantially the form attached hereto as Appendix D. The professionals listed on the first page of this
Official Statement participated to varying degrees in the issuance of the Series 1994 Bonds.
This Official Statement speaks only as of its date and the information contained herein is subject to
change. This Official Statement contains certain information concerning (i) FGIC, its municipal bond insurance
policy and its hereinafter described 1994 Reserve Product which shall be deposited into the 1994 Reserve
Account. Such information has not been provided by the City and the City does not certify as to the accuracy
or sufficiency of the disclosure practices or content of information provided by FGIC and is not responsible for
the information provided by FGIC.
[The City has agreed with the Underwriters that while the Series 1994 Bonds are outstanding it will
provide such information in such manner as may be required pursuant to applicable rules or regulations of the
Securities and Exchange Commission or the Municipal Securities Rule -Making Board to enable brokers, dealers
or municipal securities dealers to effect transactions in the Series 1994 Bonds in the secondary market.]
Descriptions of the Series 1994 Bonds, the Resolution and other agreements and documents contained
herein constitute summaries of certain provisions thereof, and do not purport to be complete. Reference is made
to the Resolution and such other agreements and documents for a more complete description of such provisions,
copies of which may be obtained from the Finance Director of the City of Miami, 300 Biscayne Boulevard, Suite
210, Miami, Florida 33131; (305) 579-6350.
THE PROJECT
[Subject to Change] The proceeds of the Series 1994 Bonds will be used for the purpose of funding
a self-insurance claims reserve fund established under the Resolution (the "Self Insurance Claims Reserve Fund")
for the Issuer to be used for the payment of liability settlements or judgments against the City, including reserves
therefor, medical claims liability, including reserves therefor, workers' compensation claims or judgments against
the Issuer, including reserves therefor. It is expected that the proceeds deposited in the Self Insurance Claims
Reserve Fund will be expended by the Issuer [insert applicable period]. The City maintains a self-insurance
expendable trust fund to administer insurance activities relating to certain property and liability risk, group
accident and health and workers' compensation. The City is insured, subject to $100,000 deductible, for all
property loss exposure, except for wind peril, which is limited to S'ZS million. The trust fund as of September
30, 1993 had a deficit fund balance of $6,967,000.
DESCRIPTION OF THE SERIES 1994 BONDS
General
The Series 1994 Bonds will be dated and will mature in the years, and in the amounts and bear interest
at the rates and be payable on the dates set forth on the cover page hereof. The Series 1994 Bonds will be
issued in fully registered form, in the denomination of $5,000 and any integral multiple thereof, and, when issued,
will be registered in the name of the owners thereof.
Interest on the Series 1994 Bonds will be payable semiannually on each July 1 and January 1,
commencing January 1, 1995, and will be payable by check or draft of
, (the "Paying Agent") to the registered owner in whose name the Series 1994 Bond is
registered at the close of business on the date which is the Sfteenth day of the calendar month (whether or not
a business day) next preceding the month in which such interest payment is due as shown on the registration
books of the City maintained by ,, (the "Registrar"). The
3 94- 576
principal of and premium, if any, on the Series 1994 Bonds is payable at maturity or redemption to the registered
owner at the corporate trust office of the Paying Agent.
The registration of the Series 1994 Bonds 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 the Series 1994 Bonds
or by his attorney -in -fact or legal representative, containing written instructions as to the details of transfer of
the Series 1994 Bonds, along with the social security number or federal employer identification number of such
transferee. In all cases of a transfer of a Series 1994 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 Series 1994 Bond or Series
1994 Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate
principal amount and payable from the same source of funds. The City and the Registrar may charge the owner
of such Series 1994 Bonds for the registration of every such transfer of a Series 1994 Bonds 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 Series 1994 Bonds shall be delivered.
Optional Redemption
The Series 1994 Bonds maturing on or prior to July 1, are not redeemable prior to their respective
dates of maturity. The Series 1994 Bonds maturing July 1, and thereafter are subject to optional
redemption prior to their respective dates of maturity, on or after July 1, , at the option of the City from
any legally available source, in whole at any time or in part on any interest payment date (in inverse order of
maturities and by lot within a maturity if less than an entire maturity is to be redeemed), at the redemption
prices (expressed as percentages of principal amounts thereof), together with accrued interest to the redemption
date as follows:
Redemption Period
(Both Dates Ingl ,SiYc) B dem2tion Pn
July 1, through June 31, 102%
July 1, through June 31, 101
July 1, and thereafter 100
Mandatory Redemption
The Series 1994 Bonds maturing on July 1, will be subject to mandatory redemption prior to
maturity, by lot, in such manner as the Registrar may deem appropriate, at a redemption price equal to par plus
accrued interest to the redemption date, on July 1, and on each July 1 thereafter, from moneys deposited
in the Sinking Fund, in the following principal amounts in the years specified: ;
WM
Principal
ollllt
i
*Maturity i
' I
4 j
94- 576
Notice of Redemption
Notice of redemption shall be given by publication in THE BON? 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 Series 1994 Bond or portion of Series 1994 Bonds to be
redeemed at their addresses as they appear on the registration books to be maintained in accordance with
provisions of the Resolution; provided, however, that if all Series 1994 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 Series 1994 Bond being redeemed,
the rate of interest borne by each Series 1994 Bond being; redeemed, the redemption price to be paid, the date
of publication, if any, of a notice of redemption, thn name and address of the Registrar, and, if less than all of
the Series 1994 Bonds then outstanding shall be called for redemption, the distinctive numbers and letters,
including CUSIP numbers, if any, of such Series 1994 Bonds to be redeemed and, in the case of Series 1994
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 Series 1994 Bond or Series 1994 Bonds in a
principal amount equal to the unredeemed portion of such Series 1994 Bond will be issued.
Any notice mailed as provided in the Resolution shall be conclusively presumed to have been duly given,
whether or not the owner of such Series 1994 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 following requirements; provided however, that failure of such
notice or payment to comply with such terms shall not in any manner defeat the effectiveness of a call for
redemption if notice thereof is given as prescribed above.
(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 Series 1994 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 Series 1994 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
Series 1994 Bonds, in some other financial newspaper or journal which regularly carries notices of redemption
of other obligations similar to the Series 1994 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 Series 1994 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 Series 1994 Bonds being redeemed with the proceeds of such check or other transfer.
S
94- 576
Effect of Notice of Redemption
Notice having been given in the manner and under the conditions provided in the Resolution, the Series
1994 Bonds or portions of Series 1994 Bonds so called for redemption shall, on the redemption date designated
in such notice, become and be due and payable at the redemption price provided for redemption of such Series
1994 Bonds or portions of Series 1994 Bonds on such date. On the date so designated for redemption, notice
having been published and/or mailed as required in the Resolution and moneys for payment of the redemption
price being held in separate accounts by the Paying Agent in trust for the registered owners of the Series 1994
Bonds or portions thereof to be redeemed, all as provided in the Resolution, interest on the Series 1994 Bonds
or portions of Series 1994 Bonds so called for redemption shall cease to accrue, such Series 1994 Bonds and
portions of Series 1994 Bonds shall cease to be entitled to any lien, benefit or security under the Resolution, and
the holders or registered owners of such Series 1994 Bonds or portions of Series 1994 Bonds shall have no right
in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the
Resolution, to receive Series 1994 Bonds for any unredeemed portions of the Series 1994 Bonds.
SECURM FOR THE SERIES 1994 BONDS
Limited Obligations
The Series 1994 Bonds are limited obligations of the City, payable solely from and secured only by
Pledged Revenues as provided in the Resolution and as further described herein. The Series 1994 Bonds shall
not be deemed to constitute general obligations or a pledge of the faith and credit of the City, the State of
Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter
provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged
Revenues, in the manner and to the extent provided in the Resolution. No Bondholder shall ever have the right,
directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City or any other
political subdivision of the State of Florida or taxation in any form on any real or personal property to pay such
Series 1994 Bonds or the interest thereon nor shall any Bondholder be entitled to payment of such principal and
interest from any other funds of the City other than the Pledged Revenues, all in the manner and to the extent
provided in the Resolution. The Series 1994 Bonds and the indebtedness evidenced thereby shall not constitute
a lien upon any real or personal property of the City, or any part thereof~ or any other tangible personal property
of or in the City, but shall constitute a lien only on the Pledged Revenues, all in the manner and the extent
provided in the Resolution.
Pledged Revenues
The Series 1994 Bonds are limited obligations of the City payable solely from and secured by the
Pledged Revenues. All Series 1994 Bonds will be ratably secured by a lien upon and a pledge of the Pledged
Revenues. The Pledged Revenues consist of (1) Covenant Revenues deposited into the Sinking Fund established
under the Resolution, and (2) income received from the investment of moneys in the fund and accounts
established under the Resolution. No Covenant Revenues will be subject to the lien for the benefit of
Bondholders until they are deposited into the Sinking Fund. The City has covenanted in the Resolution, to the
extentpermitted by and in accordance with applicable law and budgetary processes, to prepare, approve and
appropriate in its annual budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit
of the Sinking Fund, Covenant Revenues in an amount which, together with other legally available revenues '
{ budgeted and appropriated for such purpose, equal the Bond Service Requirement with respect to all Bonds
f outstanding under the Resolution for the applicable Fiscal Year, plus an amount sufficient to satisfy all other
payment obligations of the City under the Resolution for such Fiscal Year, including, without limitation, the
obligations of the City to fund and cure deficiencies in any accounts in the Reserve Fund. Such covenant and
agreement on the part of the city to budget and appropriate sufficient amounts of Covenant Revenues shall be
i 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
6 94- 576
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 ; provide,d however, that such
covenant shall not constitute a lien, either legal or equitable, on any of the City;s Covenant Revenues or other
revenues, not shall it preclude the City from pledging in the future any of its Covenant Revenues or other
revenues to other obligations, nor shall it give the Bondholders a prior claim on the Covenant Revenues.
Anything in the Resolution to the contrary notwithstanding, all obligations of the City under the Resolution shall
be secured only by the Covenant Revenues and other legally available revenues actually budgeted and
appropriated and deposited into the funds and accounts created under the Resolution. The City may not expend
moneys not appropriated or in excess of its current budgeted revenues. The obligation of the City to budget,
appropriate and make payments under the Resolution from its Covenant Revenues appropriate and make
payments under the Resolution from its Covenant Revenues is subject to the availability of Covenant Revenues
after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and
after satisfying funding requirements for essential governmental services of the City. The Resolution defines
"Covenant Revenues" as the legally available non -ad valorem revenues of the City budgeted and appropriated
to pay the principal of, premium, if any, and interest on the Bonds of a particular series pursuant to the
Resolution.
Creation of Funds and Accounts
The Resolution provides that there shall be established the "Self Insurance Claims Reserve Fund" and
accounts therein for each series of Bonds authorized pursuant to the Resolution, the "Sinking Fund" and the
"Reserve Fund," with separate accounts therein designated as the "1994 Reserve Account' and the "Composite
Reserve Account!
The Resolution further provides that the Self Insurance Claims Reserve Fund, the Sinking Fund and the
Reserve Fund 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 funds for the purposes of the Resolution,
and shall at all times be kept separate and distinct from all other funds of the City and used only as provided
in the Resolution. Moneys held in the Self Insurance Claims Reserve Fund, the Sinking Fund and the Reserve
Fund and the accounts and subaccounts therein shall be subject to alien and charge in favor of the holders and
registered owners of the Series 1994 Bonds as provided in the Resolution.
Self Insurance Claims Reserve Fund
The Resolution provides that there shall be established a separate account in the Self Insurance Claim
Reserve Fund designated as the 01994 Costs of Issuance Account' for receipt and disbursement of the costs of
issuance of the Series 1994 Bonds. The City shall establish similar accounts with respect to each Series of
Additional Bonds issued under the Resolution. Moneys in the Self insurance Claims Reserve Fund and in each
account thereof shall be kept separate and apart from all other funds and accounts of the City, and funds initially
deposited therein shall be withdrawn, used and applied by the City solely for the payment of the Cost of the
Project.
Any funds on deposit in the Self Insurance Claims Reserve Fund that in the opinion of the City arc not
immediately necessary for expenditure, as provided in the Resolution, 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 purposes of the Resolution. Except as otherwise provided in the Resolution, all
income derived from the investment of funds in the Self Insurance Claims Reserve Fund shall be deposited into
the Self Insurance Claims Reserve Fund.
Any amounts remaining in the Self Insurance Claims Reserve Fund from proceeds of the Series 1994
Bonds after funds on deposit therein are no longer needed to be expended for the purpose for which such fund
7
94- 576
f
was created and which have not been reserved by the City for the payment of the Cost of the Project shall be
transferred at the option of the City to the Sinking Fund and used to redeem Series 1994 Bonds in the manner
described in the Resolution, or, upon receipt of an opinion from Bond Counsel that the interest on the Series
1994 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, (i) shall be deposited into the Sinking Fund and used to pay principal
and interest next coming due on the Series 1994 Bonds, or (ii) if needed, shall be deposited into the applicable
account in the Reserve Fund, or (W) shall be paid to the City to be used for any lawful purpose.
Disposition of Covenant Revenues
{1) Commencing immediately following the issuance of the Series 1994 Bonds, and continuing
thereafter so long as any Series 1994 Bonds shall be Outstanding, the City shall deposit to the credit of the Funds
and Accounts listed below on or before the twenty -.fifth day of each month, from Covenant Revenues 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 the Resolution, will equal one -sixth (1/6th) of the interest
maturing on the Series 1994 Bonds on the next semi-annual interest payment date, with respect to Series 1994
Bonds that bear interest payable semiannually, the amount of interest next becoming due or maturing on Series
1994 Bonds that bear interest payable monthly, the amount of interest accruing in such month on Series 1994
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 unamortired
principal balances of Term Bonds coming due during the current Bond Year with respect to the Series 1994
Bonds, until there are sufficient funds then on deposit equal to the sum of the interest, principal and redemption
payments due on the Series 1994 Bonds on the next interest, principal and redemption dates in such Bond Year.
f
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 iA prior
! months' deposits. Additionally, if Series 1994 Bonds constituting Variable Rate Bonds are outstanding on the
25th day of such month the City 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 Series
1994 Bonds for such month (plus any deficiencies in interest deposits for the preceding month), assuming the
interest rate thereon on the 25th day of such month will continue through the end of such month. On or before
each interest payment date, the City 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.
8
94- 576
(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 as described above shall be cumulative and the amount of any deficiency in
any month shall be added to the amount otherwise required to be deposited in each month thereafter until such
time as all such deficiencies have beer. cured.
(4) If the City 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 City shall not be required to fully fund such
account in the Reserve Fund at the time of issuance of such Series of Bonds under the Resolution if (i) it elects,
by resolution adopted prior to the issuance of such Series of Bonds, subject to 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 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 the Resolution and available for such purpose, and
which shall name the Paying Agent or an Authorized Depositary who has agreed to serve as trustee for the
benefit of the Bondholders as the beneficiary thereof. In no event shall the use of such Reserve Product be
permitted if it would cause an impairment in any existing rating on the Series 1494 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 City shall be obligated to reinstate the maximum limits of such Reserve Product
immediately following such disbursement or to replace such Reserve Product by depositing into the 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 Usuer to such a Reserve Product Provider shall be
deemed required deposits into the applicable Reserve Fund account, but shall be used by the City to satisfy its
obligations to the Reserve Product Provider.
(5) The City shall not be required to make any further payments into the Sinking Fund, including
the accounts therein, and the Reserve Fund when the aggregate amount of funds in the Sinking Fund and the
Reserve Fund, including the accounts therein, are at least equal to the aggregate principal amount of Series 1994
Bonds issued pursuant to the Resolution and then outstanding, plus the amount of interest then due or thereafter
to become dui on said Series 1994 Bonds then Outstanding, or if all Series 1994 Bonds then Outstanding have
otherwise been defeased pursuant to the Resolution. 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 City 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.
i
t
Reserve Fund
The Reserve Requirement for the Series 1994 Bonds will be funded by the 1994 Reserve Product to be
provided by FGIC to be delivered at the closing of the Series 1994 Bonds and which meets the qualifications
described above.
Additlonal Debt Payable From Covenant Revenues
The City will not issue any obligations (other than the Series 1994 Bonds) payable from the Pledged
Revenues or the Covenant Revenues, or any portion thereof, or voluntarily create or cause to be created any
debt, Gen, pledge, assignment, encumbrance or other charge, in each case, having priority to or being on a parity
with the lien securing any Series 1994 Bonds issued pursuant to the Resolution upon the Fledged Revenues or
the Covenant Revenues or any portion thereof, except to the extent permitted and upon the terms and conditions
specified in the Resolution.
Except as provided in the Resolution, no Additional Bonds shall be issued unless the City 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 requirement contained in the Resolution
that the total amount of Covenant Revenues for the prior fiscal year were at least 2.00 times the maximum
annual debt service of all debt (including all long-term financial obligations appearing on the City's most recent
audited financial statements and the debt proposed to be incurred) to be paid from Covenant Revenues
(collectively, "Debt"), including any Debt payable from one or several specific revenue sources.
(2) The Director of Finance of the City shall certify that (i) the City 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 City pursuant to which Additional Bonds have been issued, and (ii) all
payments required by the Resolution to have been made into the funds and accounts provided by therein or by
such other ordinance, resolution or enabling instrument shall have been made in full to the extent required
(3) The City Attorney or a duly authorized assistant City Attorney shall submit an opinion to the
Governing Body of the City 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) Each ordinance, resolution or enabling instrument authorizing the issuance of Additional Bonds
issued pursuant to the Resolution, and, unless all Bonds outstanding shall be refunded, the Resolution will
contain a provision to the effect that all of the covenants therein contained (except as to the details of such
Additional Bonds) will be sully applicable to such Bonds as if originally issued thereunder.
The Series 1994 Bonds, all Additional Bonds issued pursuant to the Resolution 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 Series 1994 Bonds or Additional Bonds over any other, provided however,
that any additional debt not issued as Additional Bonds under the Resolution shall not be secured by or have
any lien on the funds and accounts created thereunder or any money or investments held thereunder for the
benefit of the holders of the Series 1994 Bonds and, provided further, that if a separate account is established
in the Reserve Fund with respect to a Series of Bonds issued thereunder, the holden of such Series of Bonds
shall, with respect to the Reserve Fund, have rights only to moneys therein in the account therein created with
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 Yssuer or may be insured
substantially as authorized by the Resolution.
(5) 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,
Refunding Bonds
In addition to the foregoing, the City may issue at -ny time and from time to time Additional Bonds
for the purpose of refunding the Series 1994 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 City 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 the Resolution with respect
to the Series 1994 Bonds to be refunded to be defeased pursuant to the Resolution and (ii) unless all Series 1994
Bonds then Outstanding shall be refunded or the conditions of the Resolution 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 Series 1994 Bonds
which would have been Outstanding in that Bond Year had the same not been refunded pursuant to the
Resolution. Prior to or concurrently with the issuance of such Series 1994 Bonds, there shall be filed with a
representative of the City, 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 Series 1994 Bonds to
be refunded in the manner described in the Resolution and (ii) the issuance of such Additional Bonds and the
use of the proceeds thereof as described above will riot have the effect of causing the interest on any Bond then
Outstanding under the Resolution (other than any Taxable Bond) including the Series 1994 Bonds to be
refunded, to become includable in gross income for federal income tax purposes.
GENERAL INFORMATION REGARDING CITY AND COVENANT REVENUES
The City generally receives two primary sources of revenue, These include ad valorem taxes and non
ad valorem revenues. Ad valorem taxes may not be pledged for the payment of debt obligations of the City
without approval of the electorate of the City. The City has certain debt outstanding payable from ad valorem
taxation which is more fully described in Appendix C attached hereto.
The City is permitted by the Constitution of the State of Florida to levy ad valorem taxes up to $10 per
$1,000 of assessed valuation for general governmental services other than the payment of principal and interest
on general obligation long-term debt. The tax rate to finance general governmental services (other than the
payment of principal and interest on general obligation long-term debt) for the year ended September 30,1993
was $9.5995 per $1,000, Such rate for the period ended September 30,1994 is expected to be . The debt
service tax rate for the period ended September 30, 1993 was $2.3308 per $1,000.
The other primary source of revenue for the City is non ad valorem revenues. This includes a broad
category of revenues, including but not limited to revenues received from the State, investment income and
income produced from certain utilities of the City.
As more fully described herein, the city has covenanted, subject to certain restrictions and limitations,
to budget and appropriate sufficient non ad valorem revenues in each year to pay debt service on the Series 1994
Bonds. As described herein, the holders of the Series 1994 Bonds do not have a Lien on any non ad valorem
revenues of the City and the City has certain other debt obligations payable in the same manner as the Series
1994 Bonds and also has outstanding certain other debt obligations payable from a prior lien upon and pledge
of certain of the non ad valorem revenues of the City.
A large percentage of the revenues cf the City, including ad valorem taxes and non ad valorem revenues,
are deposited in the General Fund. The following table represents the ad valorem axes and non ad valorem
revenues deposited in the General Fund during the past ten years. All of the non ad valorem revenues deposited
11
94- 576
in the General Fund may not be available for the payment of debt service on the Series 1994 Bonds.
Furthermore, as described herein, under "SECURITY FOR THE SERIES 1994 BONDS", the obligation of the
city to budget and appropriate.non ad valorem revenues is subject to a variety of factors, including the payment
of essential governmental services of the City and the obligation of the City to have a balanced budget.
CITY OF MIAMI, FLORIDA
GENERAL FUND REVENUES AND OTHER FINANCING SOURCES
LAST TEN FISCAL YEARS
(in thousands)
City Business Inter- Licenses Charges Other Revenue
Fiscal Property & Excise Govern- and For and Financing
Year Taxes Tax(l) ment -,Permits 5eEv= . Sources(l) Total
1993 $100,091 $43,545 $30,456 $4,741 $ 4,726 M,669 $207,228
1992 99,635 42,013 31,910 4,697 4,116 21,318 203,689
1991 99,966 41,205 25,361 4,773 4,830 24,414 200,549
1990 98,36b 39,414 25,037(2) 6,003 3,856 25,716(2) 198,392
1989 94,001 39,624 29,739 6,330 3,297 18,353 191,343(3)
1988 89,396 42,743 30,225 6,399 1,648 11,283 181,694
1987 90,886 40,822 27,865(4) 6,082 1,974(5) 16,633 194,262
1986 88,138 36,511 33,094 6,016 18,410 6,934 189,103
1985 84,209 33,636 38,191 6,041 17,634 7,169 186,880
1984 78,968 27,186 35,514 5,853 14,834 5,610 167,965
(1) Transfers from other funds representing public utilities service taxes are presented in this schedule as
business and excise tax revenues, rather than as other financing sources, to more clearly depict sources
of revenues.
(2) A change in accounting of the $5.7 million Guaranteed Entitlement revenues pledged for debt
repayment decreased the Intergovernmental category and increased the Other Revenue and Financing
Sources.
(3) A capital lease for the purchase of computer equipment, net present value $5,769,000, has been excluded
from this schedule in order to provide a comparison consistent with prior years.
(4) Reflects loss of federal revenue sharing funds, which amounted to $7.1 million in 1986.
(5) Beginning in FY 1987 Charges for Services do not include revenues pertaining to solid waste collection
fees and Building and Zoning permits and fees, as these revenues are being recorded within their
respective enterprise fund.
As described above, approximately 50% of the revenues deposited in the General Fund come from ad
valorem taxes.
The primary sources of non ad valorem revenues deposited in the General Fund are more fully
described as follows:
[Insert Description of Revenues Deposited in General Fund]
The following table represent bonds and other debt obligations secured by non ad valorem revenues.
NOTE TO CITY - WOULD LIKE TO HAVE TWO TABLES HERE - ONE SHOWING DEBT PAYABLE
FROM REVENUES IN GENERAL FUND AND OTHER TABLE SHOWING DEBT PAYABLE FROM OTHER
NON AD VALOREM REVENUES. TABLE NEEDS TO BE UPDATED BY CITY TO REFLECT DEBT
ISSUED AFTER END OF FISCAL YEAR]
12 94- 576
A
C7IY OF AGAMI, FLORIDA
REVENUE AND SPECIAL OBLIGATION BONDS, NOIES AND LOAN5
PRINCIPAL AND WrERE r REQUUUDAENM
AS OF SEER 30,
1993
MSEA
Fiscal
Parking
Special
Special
Special
Year
System
Subordinated
Revenue
Obligation
Rental
Obligation
Ending
Revenue
Parking System Parking System
Refunding
Refunding
Revenue
First Refunding
September
Bonds
Revenue Bonds Revenue Bands
Bonds(1)
Bonds(1)
Bonds
Municipal Bonds
30th
Series 1986
Series 1986 Series 1992
Serves 1987
Series I
Sedes 1
-=n Series 1991A
1994
S 9M,000
S 215,000
$ 3,160,000
S 585,000
$ 300,000 S 670,000
1995
645,000
225,000
3,35S,000
625,000
500,000 695,000
1996
660,000
235,000
3,SM,000
670,000
15,100,000 730,000
1997
685,000
250,000
3,805,000
720,000
760,000
1998
715,0Cd
260,000
4,065,000
r,,5,000
800,000
1999
740,040
275,000
4,345,000
835,000
840,000
2000
775,000
290,000
4,660,000
895,000
$ 610,000
880,000
2001
810,000
310,000
4,755,000
459,821
WOW
930,000
2002
855,000
330,000
5,110,000
428,479
720,000
985,000
2003
895,000
350,000
5,490,000
403,3S8
780,000
2,040,000
2004
945,000
370,000
1,811,064
975,000
950,000
1,110,000
2005
990,000
395,000
1,653,829
1,050,000
925,000
1,180,000
2006
1,045,000
425,000
1,520,371
1,135,000
1,005,000
1,260,000
2007
11110,000
$2,000,000 450,000
096,353
1=1000
11090,000
1,335,000
2008
1,170,000
1,280,099
690,000
1,185,000
1,420,000
2009
1,235,000
1,150,359
1,2851000
11510,000
2010
1,3051000
1,063,Z29
1,395,000
1,600,000
2011
983,410
11520,000
1,700,000
2012
865,815
1,650,000
1=1000
2013
801,229
1,795,000
1,915,000
2014
731,160
1,950,000
2,035,000
2015
629,407
2,115,000
2,155,000
2016
2,300,000
2,290,000
2017
2400,000
2,430,000
2018
2,715,000
Z,580,000
2019
2,950,000
2,735,000
2M
.._,.__
.�..
2,,910.000
Total jgj.15 000
25XMM
S562OL325
Sly &LW I&Q.00M lg6900M
i
(1) Accretion on the Capital Appreciation Bonds portion of
the Series 1987 Special Revenue Refunding Bonds and the Series 1990
Special Obligation
Refunding Bonds are included as interest.
13 94- 576
CITY OF MIAMI, "RiDA
REVENUE AND SPECIAL OBLIGATION BONDS, NOTES AND LOANS
PRINCIPAL AND WEREST REQUIREMENTS
AS OF SEFIIME.R 30, 1993
MSEA
Fiscal
Parking
Special
Special
Special
Year
System
Subordinated
Revenue
Obligation
Rental
Obligation
Ending
Revenue
Parking System
Parking System
Refunding
Refunding
Revenue
First
Refunding
September
Bonds
Revenue Bonds
Revenue Bonds
Bonds(1)
Bonds(1)
Bonds
Municipal
Bonds
30th
Series 1986
Series 1 886
Series 1992_
§Srjes I987
Series 1
Se 'e 19
,oan
Series 1992A
1994
$ 935,000
S 215,000
$ 3,160,000
$ 585,000
3 300,000
$ 670,000
1995
645,000
225,000
3,355,000
625,000
500,000
695,000
1996
660,000
235,000
3,570,000
670,000
15,100,000
730,000
1997
685,000
250,000
3,W5,000
720,000
760,000
1998
715,000
260,000
4,065,000
775,000
800,000
1999
740,OW
275.000
4,345,000
835,000
840,000
2000
775,000
290,000
4,660,000
895,000
$ 610,000
880,000
2001
810,000
310,000
4,755,000
459,821
660,000
930,000
2002
8551000
330,000
5,110,000
428,479
720,000
985,000
2003
895,000
350,000
5,490,000
403,358
780,000
1,040,000
2004
945,000
370,000
1,811,064
975,000
S50,000
1,110,000
2005
990,000
395,000
1,653,829
1,Q50,000
925,000
1,180,000
2006
1,045,000
425,000
1,520,371
1,135,000
11005,000
1,260,000
2007
1,110,000
S2,WO,000
450,000
1,396,353
1,225,000
11090,000
1,335,000
2"
1,170,000
1,2W,099
680,000
1,185,000
1,420,000
2009
1,235,000
1,150,359
1,Y8S,000
1,510,000
2010
1,305,000
1,063,229
1,395,000
1,600,000
2011
983,410
1,520,000
1,700,000
2012
80,815
11650,000
1,8051000
2013
801,229
1,795,000
1,915,000
2014
731,160
11950,000
2,035,000
2015
629,407
4115,000
2,155,000
2016
2,3W,000
2,2W,000
2017
2,SW,000
2,430,000
2018
2,715,000
2,W,000
2019
2195010W
2,735,000
2020
T
2,910.000
o W 15 15 2 �00� t 380 0 AVAVw'WjaW511� A30� 15 900 0 300
wfiW
(1) Accretion on the Capital Appreciation Bonds portion of the Series 1987 Special Revenue Refunding Bonds and the Series 1990
Special Obligation Refunding Bonds are included as interest.
94-- 576
Special
Special
State
Obligation
Obligation
Obligation
Governmental
Guaranteed
Community
Refunding
Refunding
Bonds
Financing
Entitlement
Redevelopment
Revenue
Bonds
Series
Commission
Bonds
Bonds
Bonds
Total
Total
Principal
S�Ij a 19928
�!$6
L_ ns
Series 1989
Series 1990
Series 144j
ncioal
to t
gnd interest
$ 510,000
$ 170,000
S 710,400
S 210,000
S 190,000
S 945,000
$ 8,500,400
S 13,330,775
S 21,931,175
535,000
180,000
753,400
225,000
205,000
875,000
8,818,400
12,894,772
21,713,172
555,000
190,000
799,400
240,000
225,000
920,000
23,894,400
12,022,462
35,916,862
585,000
200,000
849,400
255,000
240,000
960,000
9,309,400
10,594,444
19,903,844
610,000
215,000
901,400
275,000
260,000
8,876,400
9,987,3.59
18,80,759
640,000
230,000
956,400
290,000
280,000
9,431,400
9,987,510
19,318,910
675,000
250,000
1,015,400
310,000
305,000
10,665,400
9,326,049
19,991,449
715,000
270,000
1,077,400
330,000
330,000
10,647,221
8,657,123
19,345,344
755,000
290,000
1,143,400
355,000
355,000
11,326,879
11,382,902
22,709,781
795,000
310,000
1,211,400
390,000
390,000
12,044,758
11,091,695
23,136,453
850,000
330,000
1,288,400
405,000
420,000
9,354,464
10,802,109
20,156,573
355,000
1,366,400
435,000
455,000
8,805,229
10,424,930
19,230,159
380,000
1,450,400
465,000
495,000
9,180,771
9,976,271
19,157,042
1,537,400
500,000
535,000
11,178,753
9,691,062
20,869,815
1,632,400
530,000
585,000
8,482,499
9,390,132
17,M,631
1,730,000
570,000
635,000
8,115,359
9,101,637
17,216,996
1,836,400
685,000
7,884,629
8,540,655
16,425,284
1,948,400
745,000
6,896,810
8,263,714
15,160,524
2,066,700
810,000
7,197,515
7,888,031
15,085,546
875,000
5,386,229
7,206,831
12,593,060
950,000
5,666,160
2,310,648
7,976,108
1,030,000
5,929,407
2,016,820
7,%6,227
4,590,000
1,701,340
6,291,340
4,930,000
1,361,555
6,291,555
5,295,000
995,960
6,2%,860
5,685,000
602,342
6.287,342
2,910.004
178,965
3.088.9F�5
57
E3
24 4
775
11 000 000
/y�
3Ig
1 002
09 627
630 476
The following is a listing of non -ad valorem revenues of the city which has been prepared by the City.
This listing represents funds the City had available to annually budget and appropriate for debt service and for
other governmental services. However, this listing is not intended to represent revenues of the City which would
necessarily be available to pay debt service on the Series 1994 Bonds.
14
Non -Ad Valorem Revenues
Source of Revenues [TO BE COMPLETED BY CITY]
Subtotal
I
Legally Available Revenues
From Enterprise Funds (1)
Non -Ad Valorem Revenues Available Before
General Operation and Maintenance Expenses (1)
General Operation and Maintenance Expenses
Not Supported by Ad Valorem Taxes(2)
Legally Available Cash Balances (1)
Total Net Available Non -Ad Valorem Revenues
for Debt Service and Other Commitments
i
Outstanding Commitments Payable From
Non -Ad Valorem Revenues(3)
j Total Net Available Non -Ad Valorem Revenues
i
(1) Represents historical numbers only. No implication should be made that such revenues will be available
in subsequent years.
(2) Total expenditures in General Fund times ratio of total of revenues deposited in General Fund to non -
ad valorem revenues deposited in General Fund.
(3) Includes all debt of the City payable in such years from non ad valorem revenues on deposit in the
General Fund. Does not include debt which has been incurred subsequent to such years.
` Budget Development Process
f
In general, the budget development process and content requirements of the City of Miami's annual
budget are stated in Section 27 of the City Charter. The City Manager prepares a proposed budget, consistently
j with these requirements. Detailed budget requests are made by each City department and agency, are reviewed
and analyzed by the Department of Management and Budget, and are approved by the City Manager.
The City Manager's proposed budget is considered by the City Commission and at least two public
hearings are scheduled Before September 30, the Commission must adopt a budget and this budget may be the
same as that proposed by the City Manager or may contain those amendments which the City Commission
approves. After Commission action, the proposed budget is revised, if necessary, and is published as the adopted
budget.
15
94- 576
0
The specific steps taken to prepare the annual budget are as follows:
1. The City Manager meets with Department Directors to outline the general philosophy for the
upcoming budget, to discuss budget management goals, and to establish budgetary guidelines.
(Apt)
2. The Department of Management and Bjdget (DMB) distributes the City Manager's
memorandum concerning the budget development schedule, budget forms and procedural
guidelines, and conducts a budget workshop for City departments and agencies. (May)
3. Municipal departments and agencies prepare budget forms and justification detail and submit
them to DMB. (May)
4. DMB reviews and organizes departmental forms and submits them for review, modification and
approval by the City Manager. (June)
5. DMB establishes budgetary limits and prepares departmental line -item budgets within the
constraints of available revenues. Based on established limits, departments will submit the final
copy of their budget request and budget justification detail forms to DMB. (June)
6. The City Manager submits the Final Budget Estimate to the City Commission. (By June 30)
7. The City receives Certification of Value from Property Appraiser which indicates the real and
personal property value in the City. (July 1)
& The City Manager submits proposed millage rates and public hearing dates On the proposed
budget to the City Commission. (By July 31)
9. The City advises Property Appraiser and Tax Collector of millage rates and the day, time and
place of first public hearing. (By August 5)
10. The Property Appraiser mails the notice of proposed property taxes and notification of time
and location of the first public hearing to property owners. (By August 24)
11. The first public hearing is held on the tentative budget and proposed millage. (Early
September)
12. The second public hearing is advertised. (Mid- September)
13. The second public hearing is held to adopt the final millage rate and budget. (Late September)
14. The Property Appraiser and Tax Collector are notified of the adopted millage rate. (By
October S)
15. A statement of compliance, a copy of the millage ordinance, a copy of DR420 and a copy of
public hearing advertisements are submitted to the State Department of Revenue within 30 days
after the adoption of the budget. (Late October)
16 94- 576
N
f�1
Budget Amendment Processes
There are two ways in. which an adopted budget can be modified during the fiscal year. These are as
follows:
1. The City Manager is authorized to transfer within a department any balance of an
appropriation to a purpose or object for which an appropriation for the current year is
insufficient. This is accomplished in the following manner:
• The department prepares a Transfer of Funds. Request Form outlining spec amount
and reasons for the transfer.
• The City Manager or his designee reviews and approves or disapproves the request.
• If approved, departmental appropriations are modified accordingly by the Department
of Management and Budget.
2. The City Commission is authorized to transfer between departments any balance of an
appropriation to a purpose or object for which an appropriation for the current year is
insufficient. This is accomplished in the following manner:
• The department prepares an amendatory ordinance outlining the specific purpose for
this action.
• The City Manager reviews the amendatory ordinance and, if approved, places it on the
City Commission meeting agenda.
• The City Commission must approve the ordinance by a majority vote.
e If approved, departmental appropriations are modified accordingly by the Department
of Management and Budget.
Budget Monitoring Processes
The City of Miami utilizes several methods to monitor the receipt of anticipated revenues and to control
budgetary spending during the fiscal year. One of these methods is the line -item allotment system which requires
the establishment of predetermined spending plans by departments as measure against previous years'
expenditures and permits the Department of Budget to monitor their adherence to this plan on a regular basis.
The preparation of quarterly financial reports by the Departments of Finance and Management and
Budget also provide for the periodic monitoring of expenditures and revenues during the fiscal year and provide
the information necessary to project the CiWs year-end financial situation and fund balance.
These revenue and expenditure analyses are further supported by monthly revenue projections, biweekly
salary savings projections, and the City's transfer of funds and expenditure control processes.
In addition to the financial controls mentioned above, the City of Miami maintains a Position
Authorization Request (PAR) System which provides for position control and the monitoring of salary -related
expenditures.
Financial Structure
The budgetary policies of the City of Miami conform to Generally Accepted Accounting Principles as
applicable to governments. The following is a summary of Miami's financial structure.
The accounts of the City are organized on the basis of funds and account groups, each of which is
considered a separate accounting entity. The operations of each fund are accounted for with a separate set of
self -balancing accounts that comprise its assets, liabilities, fund equity, revenues, and expenditures or expenses,
as appropriate. Government resources are allocated to and accounted for in individual funds based upon the
purposes for which they are to be spent and the means by which spending activities are controlled.
The funds used by the City are grouped by type into three broad fund categories and seven generic fund
types as explained below.
A. Gove mental Funds
Governmental Funds are those through which most governmental functions of the City are financed.
The acquisition, use, and balances of the City's expendable financial resources and the related current
liabilities (except those accounted for in Proprietary Funds) are accounted for through governmental
funds. The measurement focus is upon determination of financial position and changes in financial
position, rather than upon net income determination. The following are the City's governmental fund
types.
General Fund - The General Fund is the general Operating fund of the City. It is used to
account for all financial resources except those required to be accounted for in another fund.
-Special Revenue Funds - Special Revenue Funds are used to account for the proceeds of
specific revenue sources (other than special assessments, expendable trusts or major capital
projects) that are legally restricted to expenditures for specified purposes.
Debt Service Funds - Debt Service Funds are used to account for the accumulation of resources
for, and the payment of, general long-term debt principal, interest and related costs.
Capital Prgjcts Fun 4 - Capital Projects Funds used to account for financial resources to be
used for the acquisition or construction of major capital facilities (other than those financed by
Proprietary Funds).
B. Prophet= Funds
Proprietary Funds are used to account for a City's organizations and activities which are similar to those
often found in the private sector. This means that all assets, liabilities, equities, revenues, expenses and
transfers related to the City's business activities, where net income and capital maintenance are
measured, are accounted for through Proprietary Funds. The measurement focus is upon determination
of net income, financial positions, and changes in financial position.
$nteMrise Funds - Enterprise Funds are used to account for two types of operations:
1. Those that are financed and operated in a manner similar to private business
enterprises where the costs of providing goods or services to the general public on a
continuing basis are financed or recovered primarily through user charges.
1S
94- 576
IV
2. Those where the City has decided that periodic determination of revenues earned,
expenses incurred, and/or net income is appropriate for capital maintenance, public
policy, management control, accountability, or other purposes.
Internal Service Funds - Internal Service Funds are used to account for the financing of goods
or services provided by one department or agency to other departments or agencies of the City,
or to other governments on a cost -reimbursement basis. Where capital replacements are
necessary, particularly in the Fleet Management Division, user charges include an amount
necessary to provide for replacement of equipment.
I= and gengy Funds - Trust and Agency Funds are used to account for assets held by the
City in a trustee capacity or as an agent for individuals, private organizations, other
governments, and/or other funds. These include Expendable Trust, Pension Trust, and Agency
Funds. Pension Trust Funds are accounted for in essentially the same manner as proprietary
funds since capital maintenance is critical. The Citys Expendable Trust Funds (Self Insurance
and Pension Administration) are accounted for in essentially the same manner as Governmental
Funds.
D. _Fxed Assets and Lon¢ -
In addition to its fund structure, the City of Miami uses account groups to establish accounting control
and accountability for the City's general fixed assets and the unmatured principal of its general long-
term obligations. These accounts are not funds. They do not reflect available financial resources and
related liabilities, but are accounting records of the general fixed assets and general long-term
obligations. The two account groups used by the City are:
General Fixed Assets - This account group is used to account for all fixed assets of the City
other than those accounted for in the Enterprise Funds and Internal Service Funds.
Genera_t Long-term debt - This account group is used to account for the long-term portion of
claims payable, accrued compensated absences, lease purchase obligations and outstanding
principal balances of long-term debt, other than revenue and special obligation bonds payable
recorded in the Enterprise Funds.
NEED TO INSERT ADDITIONAL INFORMATION REGARDING PENSION LIABILITIES
MUNICIPAL BOND INSURANCE POLICY
Concurrently with the issuance of the Series 1994 Bonds, Financial Guaranty Insurance Company
("FGIC') will issue its Municipal Bond New Issue Insurance Policy for the Series 1994 Bonds (the "Policy"). The
Policy unconditionally guarantees the payment of that portion of the principal of and interest on the Series 1994
Bonds which has become due for payment, but shall be unpaid by reason of nonpayment by the City. FGIC will
make such payments to Citibank, N.A., or its successor as its agent (the 'Fiscal Agent% on the later of the date
on which such principal and interest is due or on the business day next following the day on which FDIC shall
have received telephonic or telegraphic notice, subsequently confirmed in writing, or written notice by registered
or certified mail, from an owner of Series 1994 Bonds or the Paying Agent of the nonpayment of such amount
by the City. The Fiscal Agent will disburse such amount due on any Series 1994 Bond to its owner upon receipt
by the Fiscal Agent of evidence satisfactory to the Fiscal Agent of the owner's right to receive payment of the
principal and interest due for payment and evidence, including any appropriate instruments of assignment, that
19
94- 576
all of such owner's rights to payment of such principal and interest shall be vested in FGIC. The term
"nonpayment" in respect of a Series 1994 Bond includes any payment of principal or interest made to an owner
of a Series 1994 Bond which has been recovered from such owner pursuant to the United States Bankruptcy
Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having competent
jurisdiction.
The Policy is non -cancellable and the premium will be fully paid at the time of delivery of the Series
1994 Bonds. The Policy covers failure to pay principal of the Series 1994 Bonds on their respective stated
maturity dates, or dates on which the same shall have been duly called for mandatory sinking fund redemption,
and not on any other date on which the Series 1994 Bonds may have been otherwise called for redemption,
accelerated or advanced in maturity, and covers the failure to pay an installment of interest on the stated date
for its payment.
Generally, in connection with its insurance of an issue of municipal securities, FGIC requires, among
other things, (i) that it be granted the power to exercise any rights granted to the holders of such securities upon
the occurrence of an event of default, without the consent of such holders, and that such holders may not
exercise such rights without FGICs consent, in each case so long as FGIC has not failed to comply with its
payment obligations under its insurance policy, and (ii) that any amendment or supplement to or other
modification of the principal legal documents be subject to FGIC's consent. The specific rights, if any, granted
to FGIC in connection with its insurance of the Series 1994 Bonds are set forth in the description of the principal
legal documents appearing elsewhere in this Official Statement. Reference should be made as well to such
description for a discussion of the circumstances, if any, under which the City is required to provide additional
or substitute credit enhancement, and related matters.
This Official Statement contains a section regarding the ratings assigned to the Series 1994 Bonds and
y reference should be made to such section for a discussion of such ratings and the basis for their assignment to
the Series 1994 Bonds. Reference should be made to the description of the City for discussion of the ratings,
if any, assigned to such entity's outstanding parity debt that is not secured by credit enhancement.
i
The Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of
i the 'New York Insurance Law.
FGIC is a wholly -owned subsidiary of FGIC Corporation (the "Corporation"), a Delaware holding
company. The Corporation is a wholly -owned subsidiary of General Electric Capital Corporation ("GE Capital").
Neither the Corporation nor GE Capital is obligated to pay the debts of or the claims against FGIC. FGIC is
a monoline financial guaranty insurer domiciled in the State of New York and subject to regulation by the State
of New York Insurance Department. As of September 30, 1993, the total capital and surplus of FGIC was
approximately 5744,722,000. FGIC prepares financial statements on the basis of both statutory accounting
principles and generally accepted accounting principles. Copies of such financial statements may be obtained
by writing to FGIC at 115 Broadway, New York, New York 10006, Attention: Communications Department
(telephone number: (212) 312.3000) or to the New York State Insurance Department at 160 West Broadway,
18th Floor, New York, New York 10013, Attention: Property Companies Bureau (telephone number: (212) 602-
0389).
20
SOURCES AND USES OF FUNDS
The proceeds to be received from the sale of the Series 1994 Bonds, excluding accrued interest, and
certain available City moneys are expected to be applied as follows:
SOURCES
Par Amount of Bonds
Less Original Issue Discount
Total Sources
USES
Deposit to Self Insurance Claims Reserve Fund
Costs of Issuance
Underwriter's Discount
Purchase of 1994 Reserve Product
1 Total Uses
,
DEBT SERVICE SCHEDULE FOR THE SERIES 1994 BONDS
,
[To Be Included]
j
i
i
ti
i
j
{
}
j
i
y
21 94- 576
LITIGATION
ISUBJECT TO CHANGE BY CITY ATTORNEY]
Except as provided below, there is no pending or to the knowledge of the City, any threatened litigation
against the City which in any way questions or affects the validity of the Series 1994 Bonds, or any proceedings
or transactions relating to their issuance, sale or delivery, or the adoption of the Resolution, or which may
materially adversely affect the imposition, collection and pledge of the Pledged Revenues, or which may
materially adversely affect the financial condition of the City.
There are a number of claims and lawsuits outstanding against the City, arising principally from personal
injuries incurred on City property, for which liability of $79,135,000, including an actuarially determined portion
for claims incurred but not reported, was recorded in General Long -Term Debt as of September 30, 1993.
Miami Marine Exposition, Inc. filed suit is the United States District Court claiming unlawful rejection
of its request for proposal relating to development of Watson Island and is requesting damages. The ultimate
outcome of this claim cannot presently be determined.
INCOME TAX EFFECTS
SUBJECT TO CHANGE BY HOLLAND do MIGHT]
In the opinion of Bond Counsel rendered in reliance upon various certificates and opinions, under
existing law, interest on the Series 1994 Bonds is excluded from gross income for federal income tax purposes.
The opinion of Bond Counsel is conditioned upon compliance by the City with covenants contained in the
Resolution to comply with certain arbitrage rebate and other tax requirements contained in the Code, to the
extent necessary to preserve the exclusion of interest on the Series 1994 Bonds from gross income for federal
income tax purposes. If the City fails to comply with such covenants, interest on the Series 1994 Bonds could
become includable in the gross income of the Registered Owners thereof for federal income tax purposes
retroactive to the date of issuance. Also in the opinion of Bond Counsel, under existing law, the Series 1994
Bonds are exempt from present Florida intangible personal property taxes.
An alternative minimum tax is imposed by the Code on both corporations and taxpayers other than
corporations. Interest on the Series 1994 Bonds will not be treated as an item of tax preference for purposes
of the alternative minimum tax Interest on the Series 1994 Bonds will therefore not be included in the
alternative minimum taxable income of taxpayers other than corporations. interest on the Series 1994 Bonds
received by a corporate Series 1994 Bondholder will be included in such Series 1994 Bondholder's adjusted
current earnings. A corporation's alternative minimum taxable income will be increased by seventy-five percent
(75%) of the corporation's adjusted current earnings not otherwise included in its alternative minimum taxable
income.
(The Series 1994 Bonds maturing in the years (collectively, the "Discount Bonds") were
sold to the public at an original issue discount from their value at maturity. The original issue discount is the
excess of the stated redemption price at maturity of such Discount Bonds, over the initial offering price to the
public (excluding underwriters and other intermediaries) at which price a substantial amount of that maturity
of the Discount Bonds was sold. Under existing law, an appropriate portion of any original issue discount,
depending in part on the period a Discount Bond is held by a purchaser thereof, will be treated for federal
income tax purposes as interest which is excludable from gross income rather than as taxable gain. Under
Section 1288 of the Code, original issue discount on tax-exempt bonds accrues on a compound basis. The
amount of original issue discount that accrues to an owner of a Discount Bond during any accrual period a
generally equals (i) the issue price of such Discount Bond plus the mount of original issue discount accrued in
all prior accrual periods, multiplied by (a) the yield to maturity of such Discount Bond (determined on the basis
of compounding at the close of each accrual period and properly adjusted for the length of the accrual period),
less (iii) any interest payable on such Discount Bond during such accrual period. The amount of original issue
22
94- 576
1 discount so accrued in a particular accrual period will be considered to be received ratably on each day of the
jaccrual period. Proceeds from the sale, exchange, payment or redemption of a Discount Bond in excess of the
owner's adjusted basis (as increased by the amount of original issue discount which has accrued and has been
treated as tax-exempt interest in his hands) will be treated as gain from the sale or exchange of such Discount
Bond and not as interest. The federal income tax consequences of the purcbase, ownership and redemption, sale
or other disposition of Discount Bonds which are not purchased in the initial offering at the initial offering price
may be determined according to rules which differ from those described above. Owners of Discount Bonds
should consult their own tax advisor with respect to the consequences of owning Discount Bonds, including the
effect of such ownership under applicable state and local laws.]
Reference is made to the proposed form of the opinion of Bond Counsel attached hereto as Appendix
D for the complete text thereof. Bond Counsel has expressed no opinion regarding other federal income tax
consequences which may arise with respect to the Series 1994 Bonds. For a description of some of the other
potential income tax consequences with respect to the Series 1994 Bonds, see the following paragraphs.
Other potential federal income tax consequences to holders of the Series 1994 Bonds include the
following:
1. BnAronmenlal Superfund Tax Section 59A of the Code imposes for taxable years beginning before
January 1, 1996, an additional tax on corporations at a rate of .12 percent on the excess over $2,000,000 of a
corporation's "modified alternative minimum taxable income." Interest on the Series 1994 Bonds received by a
corporate Series 1994 Bondholder will be included in the determination of such Series 1994 Bondholder's
"modified alternative minimum taxable income."
2. EinanciW Inslitudgm and Certain Insurance Companies. Section 265 of the Code provides that a
financial institution holding Series 1994 Bonds will be denied any deduction for its interest expense allocable to
such Series 1994 Bonds. Under Section 832(b)(5)(B) of the Code, insurance companies subject to the tax
imposed by Section 831 of the Code (including property and casualty insurance companies) will be required to
reduce the amount of their deductible underwriting losses by 15% of the amount of tax-exempt interest received
from investments made after August 7, 1986, including investments in the Series 1994 Bonds.
3. Sgdal Secun-'IX and Railroad Retirement Benefits. Under Section 86 of the Code, recipients of
certain social security benefits and railroad retirement benefits may be required to include a portion of such
benefits within gross income by reason of receipt of interest on the Series 1994 Bonds. For tax years beginning
after December 34 1994, the portion of such benefits which may be includable in a bondholder's gross income
will be increased.
4. S Cgrporations. Section 1375 of the Code imposes a tax on the income of an S corporation having
Subchapter C earnings and profits at the close of a taxable year, if greater than twenty-five percent (25%) of the
gross receipts of such S corporation is passive investment income. Interest on the Series 1994 Bonds will be
included in an S corporation's passive investment income.
5. Eore ¢a C=raMon 1Sranch Gffices Tax. Section 884 of the Code imposes a branch profits tax on
foreign corporations equal to 30 percent of the 'dividend equivalent amount" for the taxable year. Interest on
the Series 1994 Bonds would be taken into account in determining a foreign corporate Series 1994 Bondholder's
"dividend equivalent amount" to the extent such interest is effectively connected (or treated as effectively
connected) with the foreign corporate Series 1994 Bondholder's conduct of a trade or business within the United
States.
These and other provisions of the Code and the laws of various states may give rise to adverse federal
income tax or state tax consequences to particular Series 1994 Bondholders. Owners of the Series 1994 Bonds
should consult their own tax advisors with respect to the tax consequences to them of owning Series 1994 Bonds.
23
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i
I
LEGAL MATTERS
Certain legal matters in connection with the authorization, issuance and sale of the Series 1994 Bonds
are subject to the approval of Holland & Knight, Miami, Florida, Bond Counsel, the form of whose approving
opinion is attached hereto as Appendix D. Certain legal matters will be passed upon for the City by A. Quinn
Jones, AI, Esq., Miami, Florida, City Attorney. Certain legal matters will be passed upon for the Underwriters
by their Counsel, Bryant, Miller and Olive, PA., Tallahassee, Florida.
ENFORCEABILITY OF REMEDIES
The remedies available to the Holders of the Series 1904 Bonds upon an event of default under the
Resolution are in many respects dependent upon judicial actions which are often subject to discretion and delay.
Under existing constitutional and statutory law and judicial decisions, including specifically Title 11 of the United
States Code, the remedies specified by the Federal bankruptcy code, the Resolution and the Series 1994 Bonds
may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the
delivery of the Series 1994 Bonds (including Bond Counsel's approving opinion) will be qualified, as to the
enforceability of the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency
or other similar laws affecting the rights of creditors enacted before or after such delivery.
RATINGS
I
It is anticipated that Moodys Investors Service and Standard & Poor's Corporation shall assign
municipal bond ratings of "Aaa" and "AAA,' respectively, to the Series 1994 Bonds with the understanding that
upon delivery of the Series 1994 Bonds, a policy insuring the payment, when due, of the principal of and interest
on the Series 1994 Bonds will be issued by Financial Guaranty Insurance Company. Such ratings reflect only
the views of the respective rating agencies and an explanation of the significance of such ratings may be obtained
only from the rating agencies. There is no assurance that such ratings will be in effect for any given period of
time or that they will not be revised downward or withdrawn entirely by the rating agencies, 4 in the judgment
i of the agencies, circumstances so warrant. Any such downward revision or withdrawal of such ratings may have
j an adverse effect upon the market price of the Series 1994 Bonds.
i UNDERWRITING
i
The Series 1994 Bonds are being purchased by William R. Hough & Co., Guzman & Company, Smith,
Mitchell & Associates, Inc. and Douglas James Securities, Inc. (collectively, the "Underwriters"), at an aggregate
purchase price of S (which includes Underwriters' discount of $ and original issue
discount of $ ), plus accrued interest, subject to certain terms and conditions set forth in a Bond
Purchase Contract between the City and the Underwriters, including the approval of certain legal matters by
Bond Counsel and the existence of no material adverse change in the condition of the City from that set forth
j in this Official Statement. The Series 1994 Bonds may be offered and sold to certain dealers at prices lower than
such offering prices and such public offering prices may be changed from time to time by the Underwriters.
FINANCIAL ADVISORS
i
Raymond James & Associates, Inc, and Howard Gary & Company are serving as Co -Financial Advisors
4 to the City with respect to the sale of the Series 1994 Bonds. The Financial Advisors assisted in the preparation
of this Official Statement and in other matters relating to the planning, structuring and issuance of the Series
1994 Bonds and provided other advice. The Financial Advisors will not engage in any underwriting activities with
regard to the issuance and We of the Series 1994 Bonds.
i
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CONTINUING DISCLOSURE
The Agency has agreed with the Underwriters that while the Series 1994 Bonds are outstanding it will
provide such information in such manner as may be required pursuant to applicable rules or regulations of the
Securities and Exchange Commission or the Municipal Securities Rule -Making Board to enable brokers, dealers
or municipal securities dealers to effect transactions in the Series 1994 Bonds in the secondary market.
FINANCIAL STATEMENTS
The Audited General Purpose Financial Statements of the City of Miami, Florida, for the Fiscal Year
ended September 30, 1993 and report thereon of the Independent Certified Public Accountants are attached
hereto as Appendix C.
AUTHORIZATION OF AND CERTIFICATION CONCERNING OFFICIAL STATEMENT
The delivery of this Official Statement has been duly authorized by the City Commission of the City.
At the time of delivery of the Series 1994 Bonds, the Mayor will furnish a certificate to the effect that he has
no knowledge or reason to believe that this Official Statement, as of its date and as of the date of delivery of
the Series 1994 Bonds, makes any untrue statement of a material fact or omits to state a material fact necessary
in order to make the statements made herein, in light of the circumstances under which they are made, not
misleading.
MISCELLANEOUS
The references, excerpts and summaries of all documents referred to herein do not purport to be
complete statements of the provisions of such documents and reference is directed to all such documents for full
and complete statements of all matters of fact relating to the Series 1994 Bonds, the security for and the source
for repayment for the Series 1994 Bonds and the rights and obligations of the holders thereof. Copies of such
documents may be obtained from the Finance Director of the City of Miami, 300 Biscayne Boulevard, Suite 210,
Miami, Florida 33131; (305) 579-6350.
The information contained in this Official Statement has been compiled from official and other sources
deemed to be reliable, and is believed to be correct as of the date of the Official Statement, but is not
guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the
Underwriters.
Any statements made in this Official Statement involving matters of opinion or of estimates, whether
or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made
that any of the estimates will be realized. The information and expressions of opinion herein are subject to
change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall,
under any circumstances, create any implication that there has been no change in the affairs of the City since
the date hereofi
The City has deemed this Preliminary Official Statement final within the contemplation of Rule 15c2-12
of the Securities Exchange Commission except for the omission of certain information permitted by such Rule.
CITY OF MIAMI, FLORIDA
By,
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�1
DESCRIPTION OF THE CITY OF MIAMV
[Information In this Appendix requires updating throughout,
Including where Indicated by bracketed Information]
Geography
The City of Miami (the "City"), situated at the mouth of the Miami River on the western shore of
Biscayne Bay, is a main port of entry in Florida and the county seat of Metropolitan Dade County (the "County")
which encompasses over 2,QW square miles of Southeastern Florida. The City comprises 34.3 square miles of
land and 19.5 miles of water.
Miami is the southern -most major city and seaport in the continental United States and the center of
Pan-American trade and air transportation. The nearest foreign territory is the Bahamian island of Bimini,
situated approximately fifty miles off the coast of Florida. The County is often referred to herein as Greater
Miami.
Climate
Due to its location near the upper boundary of the tropical zone, Miami's climate is strongly influenced
by the Gulf Stream, trade winds and other local climactic factors. Its average yearly temperature is 75.5 degrees
Fahrenheit. Summer temperatures average 81.4 degrees Fahrenheit, and winter temperatures average 69.1
degrees Fahrenheit. Rainfall comes most frequently between the months of May and September, with the
heaviest in June, averaging nine inches.
Population
The U.S. Bureau of Census estimates the population of the City at [358,458] as of April 1, 1990. The
estimate is being challenged by the City. The City estimates that its population in [1992] was [380,700).
According to estimates of the City, the population is expected to increase to [400,000 by the year 2000].
Government of the City
The City has operated under the Commission -City Manager form of Government since 1921. The
Commission consists of five elected citizens, who are qualified voters in the City, one of whom serves as Mayor.
The Commission ads as the governing body of the City with powers to enact ordinances, adopt resolutions and
appoint a chief administrative officer known as the City Manager. The City Clerk and City Attorney, as well as
members of the Planning Advisory Board, the Zoning Board, The City of Miami Health Facilities Authority and
the Miami Sports and Exhibition Authority are also appointed by the City Commission. Members of the Off -
Street Parking Board and the Downtown Development Authority are appointed by the respective bodies and
ratified by the City Commission.
City elections are held in November every two years on a non -partisan basis. Candidates for Mayor
must run as such and not for the Commission in general. At each election, two or three members of the
Commission are elected for four-year terms. Thus, the terms are staggered so that there are always at least two
experienced members of the Commission.
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s
i
i
The City Manager serves as the administrative head of the municipal government, charged with the
responsibility of managing the City's financial operations and organizing and directing the administrative
infrastructure. The City Manager also retains full authority in the appointment and supervision.of department
directors, preparation of the Citys annual budget and initiation of the investigative procedures. In addition, the
City Manager takes appropriate action on all administrative matters.
Mayor and City Commissioners
Stephen P. Clark was elected Mayor in
Vice -Mayor Miller J. Dawkins was elected commissioner in November 1981, 1985, and 1989 for
respective four-year terms. Vice -Mayor Dawkins was elected as Vice -Mayor
. His current term expires in 1993. Vice -Mayor Dawkins is a graduate of
Florida Memorial College and holds a Master of Science degree from the University of Northern Colorado.
Commissioner Dawkins has retired from Miami Dade Community College where he had been employed for over
19 years.
Willie Gort was elected commissioner in
Victor H. De Yurre was elected commissioner in November 1987 and 1991, for respective four-year
terms. Commissioner De Yurre was elected as Vice -Mayor for a one year term commencing December 1,1992.
Commissioner Do Yurre is a graduate of the University of Miami and holds a Juris Doctorate from St. Marys
University School of Law and a Master of Laws degree in Taxation from the School of Law of the University
of Miami. Commissioner De Yurre has his own legal practice and has served on numerous advisory boards and
committees in the Miami area.
J.L. Plummer, Jr. was appointed commissioner in October 1970 and was elected commissioner in
November 1971, and re-elected in 1975, 1979, 19M, 1987, and 1991 for consecutive four-year terms.
Commissioner Plummer is a graduate of Miami Senior High School and the Cincinnati College of Mortuary
Science. Commissioner Plummer is Chairman of the Board of Ahern -Plummer Funeral Homes, Miami, Flurida.
Administration of the City
Cesar H. Odio was appointed City Manager, effective December 16,1985. Prior to his appointment to
the top administrative position in the City, Mr. Odio served as Assistant City Manager for the City since January
1980. Mr. Odio's responsibilities extended over the functions of parks and recreation, building and vector
maintenance, and public facilities. During the Mariel boatlift in 1980, Mr. Odio was appointed to the President's
Task Force on Refugee Affairs. Mr. Odio has a Bachelor of Science degree in Public Administration from
Florida Memorial College, Miami, Florida, and majored in Business Administration at the University of Santo
Tomas de Vi lanova, Havana, Cuba.
Carlos E. Garcia, CPA, was appointed Director of Finance in July 1980. Mr. Garcia joined the City in
November 1976 is Assistant Finance Director. Mr. Garcia had been previously employed in private industry in
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positions of Treasurer, Controller and Auditor. Mr. Garcia is a cum laude graduate of the University of Miami
with a B.B.A. and also holds a Master of Science degree in Management from Florida International University.
Mr. Garcia is licensed as a CPA in the State of Florida and is a member of the American and Florida Institutes
of Certified Public Accountants and the Government Finance Officer's Association of the United States and
Canada.
A. Quinn Jones, ffi, Esq. is the City Attorney for the City of Miami. Mr. Jones attended Howard
' University where he graduated magna cum laude with a bachelor of the arts degree in political science in 1973
and received his Juris Doctor degree in 1976. Mr. Jones was associate editor of the Howard Law Journal. Mr.
Jones served as attorney of counsel to Daniels & Roth where he handled public utility rate cases before the
District of Columbia Public Service Commission. Mr. Jones is a member of Phi Betta Kappa. Mr. Jones has
been a member of the Florida Bar since 1980 and is a member of the American and National Bar Associations
and the National Institute of Municipal Law Officers, Mr. Jones joined the City Attorneys office in 1983. Mr.
Jones served as the admin; trator of the Law Department and the Claims/Insurance Division before being
appointed City Attorney. The areas of law in which he practices include labor and employment, cable television
and general litigation.
Matty Hirai was appointed City Clerk on September 1, 1985. Ms. Hirai was the City's Assistant City
Clerk from September 1976 to August 1985. Ms. Hirai is a graduate of Edison High School and has completed
course work at Pasadena City College, University of California at Los Angeles, and Hunter College, New York.
Ms. Hirai attended specialized courses at Syracuse University and was awarded the three-year Municipal Clerk
Certificate. Ms. Hirai is a member of the International Institute of Municipal Clerks,
Scope of Services and Agency lFunctlons
The City provides certain services as authorized by its Charter. Such services include public safety
(police and fire), parks and recreational facilities, trash and garbage collection, street maintenance, construction
and maintenance of storm drain systems, planning and development functions, construction of capital
improvements, and building code, inspection and enforcement services.
The Police Department provides a full range of police services and presently has a uniformed force of
[1,114 and 4201 full-time, permanent civilian employees. The Fire Department is rated as Class I and provides
a full range of fire protection and emergency services as well as providing a full range of medical and rescue
services.
The City provides garbage and trash pick-up and enforces sanitation requirements. Disposal of trash
and garbage is performed by the County under contract with the City. The Department of Public Works
maintains certain streets and sidewalks and manages construction of sewers and the capital facilities required
by the City. The State of Florida and the County are responsible for maintaining most arterial streets and all
major highways within the City. The Department of Parks, Recreation and Public Facilities maintains and
operates all City -owned parks and administers various recreational and cultural programs associated with these
facilities.
Regional Government Services
The following information and data concerning the County describes the regional government services
the County provides for its residents, including residents of the City.
The County is, in effect, a municipality with governmental powers effective upon the 28 cities in, and
the unincorporated areas of, the County. The County does not displace or replace the cities but supplements
them by providing certain governmental services. The County can take over particular activities of a eity's
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operations (1) if the services fall below the minimum standards set by the Board of County Commissioners of
the County (the "County Commission"), or (2) with the consent of the governing body of the City.
Since its inception, the County government has assumed responsibility for a number of functions,
including delivery of county -wide police services, which complement municipal police services within the
municipalities, with direct access to the National Crime Information Center in Washington, D.C. and the Florida
Crime Information Center; provision of a uniform system of fire protection services, which complement municipal
fire protection services within four municipalities and provide full service fire protection for twenty-three
municipalities which have consolidated their fire departments with the County's fire department; management
of a consolidated two-tier court system pursuant to the revision of Article V of the Florida Constitution which
became effective on January 1, 1973; the development and operation of County -wide water and sewer system;
the coordination of the various surface transportation programs, including a consolidated public transportation
system and a unified rapid transit system; operation of a central traffic control system of the County and eighteen
municipalities, which together operate the main library, seventeen branches and six mobile units servicing forth -
four county -wide locations; centralization of the property appraiser and tax collector functions; furaishing of data
to municipalities, the Board of Public Instruction and several state agencies for the purpose of budget preparation
and for their respective governmental operations; collection by the County Tax Collector of all taxes and
distribution directly to the respective governmental entities according to their respective tax levies; and
development of minimum acceptable standards by the County Commission, enforceable throughout the County
in such areas as environmental resources management, building and zoning, consumer protection, health., housing
and welfare.
ECONOMIC AND DEMOGRAPHIC DATA
Introduction and Recent Developments
The City's diversified economic base is comprised of light manufacturing, trade, commerce, wholesale
and retail trade, and tourism. While the City's share of Florida's tourist trade remains an important economic
force, the great gains the City has made in the areas of banking, international business, real estate and
transshipment have fortified the economic base. In recent years, the local economy has been adversely impacted
by the bankruptcy of several institutions based in greater Miami, including Centrust Bank, Southeast Bank,
Eastern Airlines and Pan American Airlines.
Major capital improvements have allowed the City or the County to accommodate and foster rapid
expansion. The Port of Miami has almost doubled in size, from 325 acres to 600 acres through a $300 million
expansion program completed in 1981. The Port expansion program is designed to move 16 million tons of cargo
and 4 million cruise ship passengers a year by the year 2000.
Miami International Airport is undergoing a $1.0 billion expansion program. A seven -story 7,5W space
parking structure, directly across from the main terminal, has been completed An elevated pedestrian sky
bridge, opened in early 1985, connects the parking structure to the main terminal. Other projects include the
construction of a direct connector road to the airport expressway, and a cargo tunnel. Expansion and
modernization of passenger gate areas continues in order to accommodate the increase in domestic and
international passenger traffic.
Bayside
The Rouse Company, a leading builder of specialty marketplaces in downtown waterfront settings, has
developed the Bayside Specialty Center on twenty acres of City -owned property along the waterfront in
Downtown Miami. The project currently features 235,000 square feet of retail space. 'Total project cost was $M
million, with City participation limited to a $4 million investment in infrastructure improvements. The Bayside
Parking Garage, located adjacent to the Specialty Center, contains 1,200 parking spaces.
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1
Bayf runt Paris
Bayfront Park, adjacent to the Bayside project area, currently is being redeveloped at a total project cost
in excess of $20 million. More than fifty percent (50%) of the project financing has been secured by the City
through a variety of Federal, State and private funding sources.
Mlaml Arena
The County levies a 3% Convention Development Tax on hotel rooms, of which the City receives one-
third. This tax is received by the Miami Sports and Exhibition Authority to finance its operations and debt
service cost. The most significant project financed by the Authority is the Miami Arena located within the
Southeast Overtown/Parkwest redevelopment area, home to the Miami Heat and the University of Miami
Hurricanes. This 300,000 square feet multi -purpose facility, competed in 1988 at a total cost of $48 million,
accommodates up to 15,600 spectators.
f
Corporate Expansion
The favorable geographic location of Greater Miami, the trained commercial and industrial labor force
and the favorable transportation facilities have caused the economic base of the area to expand by attracting to
the area many national and international firms doing business in Latin America. In Greater Miami, over 100
international corporations have set up hemispheric operations. Among them are such corporations as Dow
Chemical, Gulf Oil Corporation, Owens-Corning Fiberglass Corporation, American Hospital Supply, Coca-Cola
Interamerican Corporation, Ocean Chemicals, Inc., a subsidiary of Rohm &%lass Company, Rowye Trading,
A.G., Mayr Brothers International and Abtron Corp.
Other national firms that have established international operations of office locations in greater Miami
are Alcoa International, Ltd., Atlas Chemical Industries, International Harvester, Johns Manville International,
Minnesota (3-M) Export, Inc., Pfizer Latin America Royal Export, United Fruit, Baccus Electronics and Kraft.
Industrial Development
Greater Miami contains over one hundred million square feet of industrial space. Manufacturing
concerns account for nearly half of the occupied industrial space and storage companies occupy an additional
35% of the City's industrial space. Transportation and service companies occupy the bulk of the remaining 15%
of the Citys industrial space.
The Industrial Development Authority (IDA) of the County reports that approximately two-thirds of
Greater Miami's industrial firms own their facilities. There are currently 37 industrial parks in Greater Miami.
Financial Institutions
The County ranks among the top metropolitan areas of the United States in the concentration of
international and Edge Act Banks. The Federal Reserve System has established a branch office in the County i
to assist the Atlanta office with financial transactions in the South Florida area.
The ten year summary presented below is for the County which includes the City of Miami. These
figures include national and state chartered banks which are FDIC insured. Non-insured state -chartered banks
are excluded.
A-5 94- 576
Jugs 30
Number
of Banks
Total Deposits
1993
1992
62
$22,681,503,000(1)
1991
68
22,087,323,000(1)
1990
69
22,783,647,000
1989
73
21,695,337,000
1988
76
20,070,796,000(2)
1987
69
25,958,000,000
1986
73
23,042,378,000
1985
75
21,615,733,000
1994
76
21,770,028,000
1983
74
19,2.%,681,000
(1) FDIC not available. The data was provided by Florida Bankers Association.
(2) Reduction in deposits is attributable to more stringent FDIC regulations, which have, caused a shift to
other investments not insured by the FDIC.
Source: City of Miami, Florida Comprehensive Annual F"mancial Report, Year Ended September 30, 1993.
Tourism
Greater Miami always has been a very attractive city for domestic and international tourists. Its climate
and beaches draw many thousands of visitors throughout the year. Local government and private interests have
cooperated in developing outstanding attractions and events including power boat races at Miami Marine
Stadium, the Orange Bowl Classic, the Seaquarium, Parrot Jungle, Monkey Jungle, the Orchid Jungle, dog and
horse race tracks, Jai Aiai, the Vizcaya Palace and Metrozoo. Other points of interest and activities include tours
o: the Everglades and the Florida Keys, major league professional sports events, and annual attractions such as
the Youth Fair, Graphics Miami, Coconut Grove Art Festival, Kwanzaa and Goombay Festivals, Hispanic
Heritage Week, and the Orange Bowl Festival events.
Major auto racing events are held in the City annually. The Miami Grand Prix auto rare has been run
annually in downtown Miami since [1983). Cars and drivers from around the world competed for more than
[S'300,000] in prize money in [19921.
During [1991], approximately [8.5] million out-of-state visitors stayed in over [53,980] hotel and motel
rooms in Greater Miami. Many of these visitors participated in international trade activities such as conventions
and conferences. Tourists and visitors expended approximately [$6.0] billion in Greater Miami in [1991],
according to the estimates of the County.
Medical Facilities
The (40] hospitals located in Greater Miami offer virtually all general and highly specialized medical
services. This progressive and growing health care delivery system provides educational opportunity for the
health care professional and places Miami in the forefront of communities with comprehensive medical
capabilities.
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Recreational Facilities
The Greater Miami area is famous for its sailing, deep sea fishing and boat races. There are [35] yacht
clubs and marinas, with [685] berthing facilities provided by City -owned marinas.
Athletics for spectator sports fans are held at the City -owned Orange Bowl Stadium, the Miami
Convention Center and the Miami Arena. Joe Robbie Stadium, which is used by the Miami Dolph;ns and the
Florida Marlins, is located in North Central Dade County. Sports competition includes professional and college
football, basketball, baseball and championship boat races. Other athletic events include amateur football,
basketball, soccer, baseball, motorcycle speedway racing and rowing events.
Golf is played year round at the Greater Miami area's [23] public and [14] private courses. Several open
golf tournaments arc held each year.
The Greater Miami Area's [403] public parks and playgrounds. cover [408,7101 acres, providing residents
and visitors with a wide range of subtropical nature settings unique only to South Florida in the continental U.S.
Each park has a combination of facilities that are enjoyed year round. The facilities include: public swimming
and boating, equestrian trails and baseball and softball fields.
The Greater Miami area's [22] public beaches comprise 11,4001 acres, which are freely accessible and
are enjoyed year round by residents and tourists.
Cultural Facilities and Affairs
The Greater Miami area has an extensive library system, several museums of art and history and art
galleries. A new cultural center built by the County at a cost of $26.6 million opened in downtown Miami in
1984. The complex, designed by Philip Johnson, is composed of a library, a fine arts center, and a historical
Museum.
Symphonic and pop concerts are performed regularly. Five theatres draw plays and concerts from
around the United States which appeal to all ages. Operas are performed by both amateurs and professionals.
Resident dance companies offer a full calendar of events.
Educational Institutions
The public schools of the County provide educational facilities on primary and secondary levels.
Public school enrollment, including both primary and secondary levels, since [1983] is as follows:
f _ ,
School Enrollment
ubtic School System
i
School
Year Dade
Ending County
June Miami Total
1993 N/A(1) 293,575
1992 N/A(1) 295,016
1991 64,615 285,831
1990 52,214 275,807
1989 50,757 265,3M
1988 41,521 250,977 '
1987 36,994 241,S8g
1986 38,345 231,761
1985 37,093 224,2W
1984 36,992 219,857
i
(1) Not available.
Source: City of Miami, Florida Finance Department; Dade County School Board. City of Miami information
is on a calendar year basis. Dade County information is on a school -year basis.
i
Over [120,0001 students are enrolled in the following colleges and universities located within the County
or Greater Miami Area:
Barry University
4 Florida International University
Florida Memorial College
International Fine Arts College
I Miami Christian College
Miami -Dade Community College
St. Thomas University
j University of Miami
Fllm Industry
The Dade Count film and televisions indust
ry try ranks high nationally behind New York and Los Angeles
in its annual dollar volume of production expenditures. As estimated by the State of Florida, the total production
{ expenditures for the State were $283 million in 1991 and the Greater Miami portion was estimated at
approximately $175 million.
i
Apiculture
The land area of Greater Miami includes large agricultural expanses on which limes, avocados, mangoes,
tomatoes and pole beans are grown for the fresh produce market. During the sunny and warm winter months,
the mild climate enables these crops to be grown and harvested. Many of the vegetables are shipped to the
j Northern United States during the winter. Exotic tropical fruits such as plantains, lychee fruit, papaya, sugar
apples and persian limes grow in the area and cannot be grown anywhere else in the United States.
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Forelgn Trade
More than 71% of Florida's export trade and 52% of Florida's import trade flowed through the port
of the City during the fiscal year 1989/1990, according to the Center for Banking and Fkancial Institutions at
Florida International University.
Further stimulation in the investment climate has resulted from the implementation of the 12-year
Caribbean Basin Initiative program, designed to boost the economics of 27 countries of Central American and
the Caribbean islands. The Caribbean Basin Initiative program, which grants duty-free entry into the U.S. of
material goods produced in the region, is also expected to bring greater economic stability to those countries.
Trade offices have been established in South Florida by several counties, in addition to economic affairs
conducted by the 37 foreign consulates located in the Greater Miami area. These trade offices include those
established by Belgium, Chile, Colombia, the Dominican Republic, Guatemala, Hong Kong, Jamaica, Korea,
Panama, Spain, the Philippines and Japan.
Miami International airport
The County is the owner of five separate airports within its boundaries. The responsibilities for their
operation are assigned to the Dade County Aviation Department. Miami International Airport (the "Airport")
ranks 8th in the nation and 10th in the world in the number of passengers using its facilities. It ranks 3rd in the
nation and 5th in the world in the movement of domestic and international air cargo.
The Airport's facilities include three runway§, a 7,500 car parking complex, approximately two million
square feet of warehouse and office space and maintenance shops. Approximately 40,000 individuals are
employed at the Airport.
In 1992, the Airport served over 26 million passengers and handled 2.0 billion pounds of cargo. Statistics
from 1983 are presented below.
Passengers
Cargo
Ys�'
f000'sl
,��Q'S� IllS�
1993
1992
26,484
2,075,198
1991
26,591
1,815,134
1990
25,837
1,815,374
1989
25,408
1,730,950
1988
24,224
1,429,944
1987
23,801
1,374,380
1986
21,357
1,200,270
1985
19,853
1,031,700
1984
19,328
1,130,184
Source: City of Miami, Florida Comprehensive Annual Financial
Report, Year Ended September 30, 1993.
Port of Nun!
The Port of Miami (the "Port") is
owned by the County and is operated by the Dade County Seaport
Department. From 1982 to 1991, the number of passengers sailing from the Port increased from 1,790,255 to
A-9
94- 576
2,928,532, an increase of 66%. This increased growth highlights the Port's emergence as the world's leading
j cruise ship port.
f
' The Port specializes in unitized trailer and contained cargo handling concepts. The most effective use
of equipment and the Ports convenient location combine to make the Port the nation's leading export port to
the western Hemisphere. From 1982 to 1991 the total cargo handled increased from approximately 2.7 million
I4 tons to over 3.8 million tons, an increase of 40%.
The summary of the growth in revenues, passengers and cargo for previous years is presented below:
revenues ,j'asseneers Cargo (Tonnage)
1993
1992 $35,754,515 3,095,457 4,959,648
1991 32,733,262 2,928,532 3,882,286
1990 25,736,465(l) 2,734,816 3,590,937
1989 30,036,869 3,100,055 3,206,417
1988 26,489,275 2,502,411 2,602,556
1987 19,933,917 2,633,041 2,425,937
1986 17,973,522 2,520,611 2,406,084
1985 17,135,048 2,326,685 2,333,026
1984 17,943,548 2,217,065 2,287,281
(1) Previous years data included Internal Revenue Service transfers. Actual revenue increased 7% over
the prior year.
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993.
Demographic Data
The following table indicates the distribution by age groups among the population of residents of the
City and of the County.
Year City of Miami metro -Dade County
0-4 25,627 139,714
5-17 56,868 328,296
18-20 13,804 82,000
21.24 19,811 111,876
25.44 105,524 609,719
45-54 38,898 212,098
55-59 19,004 91,769
60.64 19,665 90,816
65-74 32,460 146,131
75-84 20,603 94,556
85+ b.2&i 119
Total %L4 1
4i Source: City of Miami, Florida comprehensive Annual Financial Report, Year Ended September 30, 1993.
I A-10
94- 576
Retail Sales
Although the City contains 22 percent of the population of the County, almost half of the dollar volume
of sale transactions for the County are reported in the City. The following table presents five year of taxable
Wes information for the City and the County.
'i
Taxable Yeas
($ in thousands)
i Fiscal Year
Miami $ 8,814,453 $ 8,847,178
$8,614,429
$ 8,226,828
Dade County 19,435,493 18,312,80
8,207,737
18,089,189
f j Miami/Dade 45% 48%
47%
45%
1
Sourdhpartment of Revenue; State of Florida
Unemployment Rates
Annual Aver88,
1993 1992 1991
1990
1989
Miami 14.2% 10.7%
8.3%
7.9%
Dade County 10.0 8.7
6.7
6.4
U.S. 7.4 6.7
5.5
53
I
Source: United States Department of ]Labor, Bureau of Statistics
Building Permits
The dollar value of building permits issued in the City and in the unincorporated
areas of the County
since 1984 is as follows.
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94- 576
s
i
City of
Unincorporated
MW Miami
Dade
County
1993
1992 $216,266
$1,186,644
1991 208,914
1,493,522
1990 237,039
1,046,389
1989 308,941
2,731,505
1988 288,771
2,702,387
1987 238,513
1,190,493
1986 192,418
1,023,855
1985 322,785
864,862
1984 345,262
953,066
Source: City of Miami, Florida comprehensive Annual Financial
Report, Year Ended September 30, 1993.
i
New Residential Construction
1 New residential construction in the City since 1984 has been estimated as follows:
Number of
I Y
Units
1993
1992
119•
1991
380
1990
973
1989
1,624
II 1988
212
1 1987
1,425
1986
801
1985
603
1984
1,018
'Includes single, duplex, triple and multi -family housing.
i
i
Source: The City of N iami Department of Building and Zoning.
4
i
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A-n
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94- 576
CITY OF MU MI, FLORIDA
RATIO OF ANNUAL DEBT SERVICE EXPENDITURES
FOR GENERAL BONDED DEBT TO TOTAL GENERAL FUND EXPENDITURES
AND OTHER FINANCING USES
LAST TEN FISCAL YEARS
j
(in thousands)
General Bonded Total General Fund
Fiscal Bond Bond Debt Service Expenditures & Other
Year Principal Interest E_genditures Mancing Users Bxi,Q
1993
1992 $11,375 $12,620 $23,995 $204,863 11.71%
1991 10,995 12,363 23,358 200,316 11.66
1990 11,711 13,778 25,489 198,354 12.85
1989 11,280 13,659 24,939 193,018 12.92
1988 12,000 14,176 26,176 186,337 14.05
1987 11,400 13,609 25,009 187,700 1332
1986 10,800 13,281 24,081 189,424 12.71
1985 10,010 12,540 22,550 181,805 12.40
1984 9,570 7,924 17,494 166,880 10.48
{
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993.
CITY OF MIAMI, FLORIDA
f SCHEDULE OF DIRECT AND OVERLAPPING
GENERAL OBLIGATION DEBT
September 30, 1993
` (in thousands)
Amount Percentage "
Available Applicable City's Share
Uross Debt and Reseal Net 12ch 19 cill of Debt
City of Miami $ 185,430 $ 690 $ 184,740 100% $184,740
Metro -Dade County 489,171 37,993 451,178 19°b(1) 85,723
School Board(2) 394.020 20.326 323.694 19%0) 71.001
(1) Based Capon the percentage of the County tax roll valuation comprised of real and personal property
situated in the City of Miami. ;
(2) The amounts provided by the School Board are as of June 30, 1993.
E
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30,1992.
i
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j
A-13 94- 576
Debt Statistics and Various Debt Ratios
The following tables detail the City's debt statistics and significant comparative ratios of debt to
population and to the Citys tax base.
CITY OF MIAMI, FLORIDA
CURRENT DEBT RATIOS
SEPTEMBER 30, 1992
FACTORS:
Assessed Value(')
511.923.790.000
Net taxable valuation
510.955.540.000
City of Miami debt, net of reserve funds:
General obligation $184,740,000
Special obligation(2) .230•570,
Combined direct debt
$ 415,310,000
Overlapping debt, net of reserve funds:(3)
General obligation 5156,724,000
Special obligation 8.M6.000
Combined net overlapping debt
235.570.000
Total net direct and net overlapping debt
S 65�0.§N=
Population of Miami(4)
380,700
Net assessed valuation per capita
$ 31,321
Net taxable valuation per capita
$ 28,777
DEBT RATIOS:
Nat direct general obligation debt as a percent of
taxable assessed valuation
1.69%
Combined net direct and overlapping general obligation
debt as a percent of taxable assessed valuation
3.12%
Net direct general obligation debt per capita
$ 485.26
Combined net direct general and special obligation
debt per capita
$ 1,090.91
Combined net direct and overlapping general obligation
debt per capita
$ 896•94
Combined net direct and overlapping general and special
obligation debt per capita
S 1,709.69
(1) Assessed valuation as of the final tax roll from Metropolitan Dade County, using 100% of assessed value
as mandated by Florida law.
(2) Special obligation debt includes special obligation bonds as well as revenue bonds payable from revenue
sources other than ad valorem taxes.
(3) Based upon the percentage of the County's tax roll valuation comprised of real and personal property
situated in the City of MiamL
(4) Based on City of Miami estimate. The 1990 U.S. Bureau' of the Census preliminary
population count
of 358,455 is being challenged by the City and is expected to be adjusted
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993.
A-14
94- 576
RATIO OF NET GENERAL OBLIGATION BONDED DEBT
TO NET ASSESSED VALUE AND NET GENERAL OBLIGATION
T
BONDED DEBT PER CAPI A
(in thousands)
Net Net General
Fiscal Assessed Homestead Assessed Obligation
Year PoRwation(11 Value Exemption Value Bonded Debt Ratio ,_er Capita
1993
1992 383,700(2) $11,923,790 $968,250 $10,955,540 $184,740 1.69% $485.26
1991 383,000(2) 11,777,685 985,533 10,796,152 186,144 1.73 486.79
1990 383,000(2) 11,515,111 981,728 10,533,383 184,102 1.75 481.20
1989 371,444(2) 11,210,985 969,335 10,241,640 195,860 1.91 527.29
1988 369,002(2) 10,761,797 954,978 9,806,819 186,041 1.90 504.17
1987 368,210(2) 10,420,911 933,300 9,487,611 195,578 2.06 514.70
1986 371,975(2) 10,184,933 953,516 9,231,417 190,697 2.07 512.66
1985 380,446(2) 9,696,610 952,430 8,744,180 170,087 1.95 447.07
1984 383,027(2) 9,346,033 954,979 8,391,054 146,102 1.74 381.74
(1) Estimate provided by the State of Florida, Division of Population Studies, Bureau of Business and
Economic Research, University of Florida, except where noted
(2) Based on City estimate. The 1990 U.S. Bureau of the Census preliminary population count of 358,548
is being challenged by the City and expected to be adjusted
(3) Based on the July 1, 1982 population estimate used by the Office of Revenue Sharing of the Federal
Government.
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1992.
General Obligation Bonds Authorized But Not Issued
The following table outlines the date, type and amounts of general obligation bonds, other than the
Series 1993 Bonds, authorized but unissued as of June 30, 1993.
Date of
Voter Previously Balance
Approval d Dcb Authorized Unissued
10/1/80 Sanitary Sewer $45,000,000 $32,500,000 $12,500,000
0
.7�
BM&O DRAFT
07/20/94
i`2652
CITY OF MIAMI FLORIDA
SPECIAL NON -AD VALOREM REVENUE BONDS
SERIES 1994
BOND PURCHASE CONTRACT
July , 1994
City of Miami
300 Biscayne Boulevard Way
Suite 210
Miami, Florida 33131
Ladies,and Gentlemen:
William R. Hough & Co. , Guzman & Company, Smith Mitchell &
Associates, Inc. and Douglas James Securities, Inc. (collectively
the "Underwriters"), hereby offer to enter into this Bond Purchase
Contract with the City of Miami, Florida (the "Issuer"), for the
purchase by the Underwriters and the sale by the Issuer of the
Bonds referred to in Section 1 hereof. This offer is made subject
to acceptance by the Issuer of this Bond Purchase Contract,
evidenced by action taken by the Issuer on July 26, 1994, and by
the execution of this Bond Purchase Contract by duly authorized
officers of the Issuer forthwith after such action has been taken.
Upon such acceptance and execution, this Bond Purchase Contract
shall be in full force and effect in accordance with its terms and
shall be binding upon the Issuer and the Underwriters.
1. ,agreement to Pprebase and Selo Upon the terms and
conditions and in reliance on the representations, warranties and
covenants hereinafter set forth, the Underwriters hereby agree to
purchase from the Issuer, and the Issuer hereby agrees to sell to
the Underwriters, all (but not less than all) of $ in
aggregate principal amount of the Issuer's Special Non -Ad Valorem
Revenue Bonds, Series 1994, at an aggregate purchase price of
$ plus accrued interest thereon from August 1, 1994, to the
date of Closing (hereinafter defined) in the amount of $ .
The statement required by Section 218.385, Florida Statutes is
attachod hereto as Exhibit B.
94- 576
r
2. Description of Bonds. The Bonds are described in, and
will be issued and secured under and pursuant to Resolution No.
94- - adopted by the Issuer on July 26, 1994, as amended
and supplemented. Bonds shall mature in such years and ,in the
amounts, shall bear interest payable on July 1 and January 1 of
each year commencing on January 1, 1995 at the rates set forth in
Exhibit A attached hereto and shall be subject to optional and
mandatory redemption at the times and price set forth in Exhibit A
attached hereto. in addition, in connection with the issuance of
the Bonds, Financial Guaranty Insurance Company (the "Insurer")
will issue a municipal bond insurance policy (the "Insurance
Policy") insuring payment of the Bonds, dated the day of the
closing.
3. offering. The Underwriters intend to make an offering of
all of the Bonds at not in excess of the offering price (or yield)
set forth on the cover page of the Official Statement referred to
j in Section 4 hereof. The Underwriters, however, reserve the right
to change such offering price (or yield) as the Underwriters shall
deem necessary in connection with the marketing of the Bonds at any
! time.
4. Delivery of official Statementatnd Other Documents.
I
(a) Prior to the date hereof, you have provided to the
f Underwriters for their review the Preliminary Official State-
ment dated July —, 1994, that you deemed final as of its date
(the "Nearly Final Official Statement"), except for certain
permitted omissions (the "permitted omissions"), as contem-
plated by Rule 15c2-12 of the Securities and Exchange
Commission ("Rule 15c2-12" or the "Rule") in connection with
the pricing of the Bonds. The Underwriters have reviewed the
` Nearly Final Official Statement prior to the execution of this
Purchase Contract. The Issuer hereby confirms that the Nearly
Final Official Statement was final as of its date, except for
the permitted omissions.
(b) The Issuer shall deliver, or cause to be delivered,
at its expense to the Underwriters within seven (7) business
days after the date hereof or within such shorter period as
may be requested by the Underwriters in order to accompany any
confirmation that requests payment from any customer (i) cuf-
f icient copies of the Of f icial Statement ( the "Of f icial State-
ment") to enable the Underwriters to fulfill their obligations
I pursuant to the securities laws of Florida and the United
} States, in form and substance satisfactory to the Underwriters
and (ii) an executed original counterpart or certified copy of
the Official Statement and the Ordinance. In determining
I whether the number of copies to be delivered by the Issuer are
reasonably necessary, at a minimum the number shall be suffi-
cient to enable the Underwriters to comply with the require-
ments of Rule 15c2-12, all applicable rules of the Municipal
2
94- 576
Securities Rulemaking Board ("MSRB") and to fulfill its duties
and responsibilities under Florida and federal securities laws
generally.
The Underwriters agree to file the Official Statement
with at least one Nationally Recognized Municipal Securities
Information Repository ("NRMSIR") which has been so designated
by the Securities and Exchange Commission pursuant to Rule
15c2-12 and with the MSRB (accompanied by a completed Form
G-36) not later than two (2) business days after the Closing,
and will furnish a list of the names and addresses of each
such NRMSIR receiving a copy to the Issuer. The filing of the
Official Statement with each such NRMSIR shall be in accor-
dance with the terms and conditions applicable to such NRMSIR.
The Issuer authorizes the use and distribution of the
Official Statement in connection with the public offering and
sale of the Bonds. The Underwriters agree that they will not
confirm the sale of any Bonds unless the confirmation of sale
requesting payment is accompanied or preceded by the delivery
of a copy of the Official Statement. The Senior Managing
Underwriter (hereinafter defined) shall notify the Issuer of
the occurrence of the "end of the underwriting period," as
such term is defined in the Rule, on the date which is one day
thereafter and of the passage of the date after which the
Underwriters no longer remain obligated to deliver Official
Statements pursuant to paragraph (b) (4) of the Rule on the
date which is one day thereafter.
(c) From the date hereof until the time when the Offi-
cial Statement is available to any person from a NRMSIR (but
in no case less than 25 days following the end of the under-
writing period), if any event occurs which may make it neces-
sary to amend or supplement the Official Statement in order to
make the statements therein, in the light of the circumstances
under which they were made, not misleading, the Issuer shall
notify the Underwriters and if, in the opinion of the Issuer
or the Underwriters, such event requires the preparation and
publication of an amendment or supplement to the Official
Statement, the Issuer, at its expense, promptly will prepare
an appropriate amendment or supplement thereto (and file, or
cause to be filed, the same with each NRMSIR having the
Official Statement on file, file with the MSRB if the MSRB is
requiring or permitting the filing of continuing disclosure
information, and mail such amendment or supplement to each
record owner of Bonds) so that the statements in the Official
Statement as so amended or supplemented will not, in light of
the circumstances under which they were made, be misleading,
in a form and in a manner approved by the Underwriters. The
Issuer will promptly notify the Underwriters of the occurrence
of any event of which it has knowledge, which, in its opinion,
is an event described in the preceding sentence. The
q
94- 576
Is
amendments or supplements that may be authorized for use with
respect to the Bonds are hereinafter included within the term
"Official Statement."
(d) The Issuer hereby agrees, to the extent provided by
law, to provide ongoing disclosure to owners of the Bonds, and
the NRMSIR's in which the official Statement has been filed.
Such ongoing disclosure shall include audited financial state-
ments of the Issuer, notification of deficiencies in any of
the funds and accounts established under the Resolution and
such other matters that would have required disclosure if such
events had occurred prior to the publication of the Official
Statement. The Issuer further agrees to provide any addi-
tional disclosure that becomes customary or required in order
for the Underwriters to comply with applicable rules of the
MSRB, the SEC or any other applicable state or federal agency.
5. Good Faith Deposit. Delivered to the Issuer herewith is
a corporate check payable to the order of the Issuer, in the amount
of $ (such check or proceeds thereof being hereinafter
referred to as the "Good Faith Deposit"). If the Issuer accepts
this offer, the Issuer shall hold the check for said Good Faith
Deposit uncashed as security for the performance by the Under-
writers of their obligations to accept and pay for the Bonds at the
Closing. In the event of the Underwriters' compliance with such
obligations, the Issuer shall return such check to the Underwriters
at the Closing. In the event the Issuer does not execute this Bond
Purchase Contract, the Good Faith Deposit shall be immediately
returned to the Underwriters without interest. In the event the
Issuer fails to deliver the Bonds at the Closing, or in the event
the Issuer is unable to satisfy the conditions of its obligations
to the Underwriters as set forth in this Bond Purchase Contract, or
in the event such obligations of the Underwriters are terminated
for any reason permitted by this Bond Purchase Contract, this Bond
Purchase Contract shall terminate, and the Good Faith Deposit,
uncashed, shall be immediately returned to the Underwriters without
interest. In the event that the Underwriters fail (other than for
a reason permitted hereunder) to purchase, accept delivery of and
pay for the Bonds at the Closing as herein provided, the Issuer may
present said Good Faith Deposit for payment and the amount of the
Good Faith Deposit may be retained as full liquidated damages for
such failure and for any defaults hereunder on the part of the
Underwriters. Such retention shall constitute a full release and
discharge of all claims by the Issuer against the Underwriters out
of the transactions contemplated hereby.
6. Representations. Warranties and Covenants of Issuer. The
Issuer hereby represents and warrants to, and covenants with, the
Underwriters as follows:
(a) The Issuer is and will be at the date of Closing
duly organized and validly existing as a municipal corporation
4
94- 576
with the powers and authority set forth in Chapter 166,
Florida Statutes, Article VIII, Section 2 of the Constitution
of the State of Florida, as amended, its Charter and any other
applicable law (collectively, the "Act").
(b) The Issuer has full legal right, power and authority
to: (i) enter into this Bond Purchase Contract, (ii) adopt the
Resolution, (iii) sell, issue and deliver the Bonds to the
Underwriters as provided herein, and (iv) carry out and con-
summate the transactions contemplated by this Bond Purchase
Contract, the Bonds, the Resolution and the official Statement
and any and all other agreements and documents as may be
required to be executed and delivered by the Issuer in order
to carry out, give effect to and consummate the transactions
contemplated hereby, and by the Resolution and the official
Statement.
(c) The Issuer has complied and at the Closing will be
in compliance with all provisions of the Constitution and laws
of the State of Florida including, without limitation, the Act
and with its obligations pertaining to and in connection with
the issuance and sale of the Bonds.
(d) The information contained in the official Statement
will be true and correct in all material respects and will not
contain any untrue statement of a material fact and will not
omit to state a material fact that should be stated therein or
is necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
The Official Statement in its entirety has been authorized and
approved by the Issuer. The Issuer will not amend or supple-
ment the Official Statement without the prior written consent
of the Underwriters. For a period of sixty (60) days after
the date of the Closing, the Issuer will promptly notify the
Underwriters of any material adverse change in its financial
cgndition or legal status or of any other event, which could
have a material adverse effect on the Bonds of which it shall
become aware.
(e) The Issuer has duly adopted the Resolution and has
or prior to the date of Closing, will have duly authorized all
necessary action to be 'taken by the Issuer for (i) the issu-
ance and sale of the Bonds upon the terms set forth herein, in
the Resolution and in the Official Statement; (ii) the use of
the Official Statement; (iii) the execution, delivery, receipt
and due performance of this Bond Purchase Contract, the Bonds
and any and all such other agreements and documents as may be
required to be executed, delivered and received by the Issuer
in order to carry out, dive effect to and consummate the
transactions contemplated hereby, by the Resolution and the
Official Statement; and (iv) the carrying out, giving effect
5
94- 576
21
to and consummation of the transactions contemplated hereby
and by the Official Statement and the Resolution.
(f) There is no action, suit, proceeding, inquiry or
investigation to which the Issuer is a party at law or in
equity or before or by any court, public board or body pending
or, to the best knowledge of the Issuer, threatened against or
affecting the Issuer (or, to the best knowledge of the Issuer,
any meritorious basis therefor), where an unfavorable deci-
sion, ruling or finding would adversely affect (i) the trans-
actions contemplated hereby or by the Resolution or the
Official Statement or the validity or enforceability of the
Bonds, the Resolution, this Bond Purchase Contract or any
agreement or instrument to which the Issuer is or is expected
to be a party and which is used or contemplated for use in the
consummation of the transactions contemplated hereby or by the
Resolution or the Official Statement, (ii) the imposition or
collection of the non -ad valorem revenues described in the
Resolution, (iii) the pledge or lien on the Pledged Revenues
pursuant to the Resolution or (iv) the exclusion from gross
income of interest on the Bonds for federal income tax
purposes.
(g) The execution and delivery by the Issuer of the
Official Statement, the Bonds, this Bond Purchase Contract,
and the other agreements contemplated hereby and by the
Resolution or the Official Statement, and compliance with the
provisions thereof, will not conflict with or constitute on
the Issuer's part a breach of or a default under (i) its
Charter or any other governing instruments; (ii) any inden-
ture, mortgage, lease, resolution, ordinance, bond or other
agreement or instrument to which the Issuer is a party or by
which the Issuer is bound; or (iii) any constitutional
provision or statute or any order, rule or regulation of any
court or governmental agency or body having jurisdiction over
the Issuer or any of its activities or property. All con-
sents, approvals, authorizations and orders of governmental or
regulatory authorities, if any, which are required to be
obtained by the Issuer in connection with the issuance and
sale of the Bonds have been obtained and remain in full force
and effect; provided, however, that no representation is
hereby made as to compliance with federal or state securities
laws.
(h) This Bond Purchase Contract, when executed and
delivered, and the Resolution when adopted, will constitute
valid, legally binding and enforceable obligations of the
Issuer (subject in case of the Bond Purchase Contract and the
Resolution to usual equity principles and to any applicable
bankruptcy, reorganization, insolvency, moratorium or other
laws affecting the enforcement of creditors' rights generally
from time to time in effect). The Bonds, when issued,
2
94- 576
authenticated, delivered and paid for as herein provided, will
have been duly authorized, executed, authenticated, issued and
delivered in accordance with the terms of the Resolution and
will, constitute valid and legally binding limited obligations
of the Issuer enforceable in accordance with and entitled to
the benefits and security of the Resolution (subject to usual
equitable principles and any applicable bankruptcy, reorgani-
zation, insolvency, moratorium or other laws affecting the
enforcement of creditors' rights generally from time to time
in effect) and the Resolution will provide, for the benefit
and security of the holders from time to time of the Bonds, a
legally valid and binding pledge of and the first lien on the
Pledged Revenues pledged under the Resolution.
(i) The Issuer has not been notified of any listing or
proposed listing by the Internal Revenue Service to the effect
t4at the Issuer is a bond issuer whose arbitrage certifica-
tions may not be relied upon.
( j ) The Issuer agrees to cooperate with the Underwriters
and their counsel in any endeavor to qualify the Bonds for
offering and sale under the securities laws of such states or
jurisdictions as the Underwriters may request. The Issuer
authorizes and consents to the use by the Underwriters of the
Official Statement, and drafts thereof, in obtaining such
qualifications; provided, that the Issuer shall not be
required to execute a general or special consent to service of
process or qualified to do business in connection with any
such qualification.
(k) The issuance and sale of the Bonds is not subject to
any transfer or other documentary stamp taxes of the State of
Florida or any political subdivision thereof.
(1) On or prior to the date of delivery of the Official
Statement the issuer will furnish to the Underwriters a letter
from Aeloitte & Touche, certified public accountants, or any
other f irm retained by the Issuer as its independent auditors,
to the effect that: (i) they are independent certified public
accountants engaged by the Issuer, (ii) they consent to the
inclusion of their audit report in the official Statement and
to the use of their name in the Official Statement, and
(iii) based upon specified procedures, they have verified the
information set forth in the debt service coverage table.
(m) Neither the Issuer nor anyone acting on its behalf
has, directly or indirectly, offered the Bonds for sale to, or
solicited any offer to buy the same from, anyone other than
the Underwriters.
7
94- 576
y
.i
(n) The official Statement prior to the Closing as pro-
vided above will have been duly authorized, executed and
delivered, by the Issuer.
(o) Any certificate signed by any of the Issuer's
authorized officers and delivered to the Underwriters shall be
deemed to be a representation and warranty by the Issuer to
the Underwriter, as to the statements made therein.
(p) The Issuer shall take no action between the date
hereof and the date of the initial issuance of the Bonds which
will cause any of the representations or warranties made in
this Section 5 to be untrue as of the initial issuance of the
Bonds.
(q) The Issuer will not take any action or, to the
extent the Issuer has control over such action, permit any
action to be taken which might result in the loss of the
Federal tax exempt status of interest on the Bonds.
i (r) The Issuer is not in default and has not been in
default at any time after December 31, 1975, as to principal
or•interest with respect to any obligation issued by the
Issuer, except as disclosed in the official Statement.
i
7. Closinct. At 10: 00 a.m. , New York time, on August
j 1994, or at such other time or at such other date as shall have
been mutually agreed upon by the Issuer and the Underwriters, the
Issuer will deliver, or cause to be delivered, to the Underwriters
the Bonds, in definitive form, duly executed and authenticated,
together with the other documents herein required; and the Und-
erwriters will accept such delivery and pay the purchase price of
the Bonds by delivering to the Issuer either immediately available
funds by wire transfer or a Federal funds check payable to the
order of the Issuer as required by the Issuer. Such payment and
delivery is herein called the "Closing." If at the Closing the
Issuer fails to deliver the Bonds to the Underwriters as provided
herein, or if at the Closing any of the conditions specified in
Section 8 hereof shall not have been fulfilled to the satisfaction
of the Underwriters, the Underwriters may elect to be relieved of
any further obligations under this Bond Purchase Contract without
j thereby waiving any other rights the Underwriters may have by
reason of such failure or nonfulfillment.
Payment for and delivery of the Bonds as aforesaid shall be
made at such place or places as shall have been mutually agreed
upon by the Issuer and the Underwriters. The Bonds will be
delivered at the Closing as definitive fully registered bonds in
such authorized denominations and registered in such names as the
Underwriters may request not less than two business days prior to
the Closing. The Bonds to be delivered at the Closing will be wade
available to the Underwriters for checking and packaging in New
8
94- 576
0
York, New York, not later than the day prior to the Closing. After
execution by the Issuer, authentication by the Registrar and Paying
Agent and completion of checking and packaging, the Bonds shall be
transferred to and held in safe custody by the Underwriters, or
their designated agent; provided that the Issuer shall receive a
receipt of safekeeping from the Underwriters or their designated
agent, in form satisfactory to the Issuer. The Issuer shall
release or authorize the release of the Bonds at the Closing from
safe custody to the Underwriters upon receipt of payment for the
Bonds as described above.
a. conditions to Closing. The Underwriters have entered
into this Bond Purchase Contract in reliance upon the representa-
tions and warranties of the Issuer contained herein, and in
reliance upon the representations and warranties to be contained in
the documents and instruments to be delivered at the Closing and
upon the performance by the Issuer of its respective obligations
hereunder, both as of the date hereof and as of the date of the
Closing. Accordingly, the Underwriters' obligations under this
Bond Purchase Contract to purchase, to accept delivery of and to
pay for the Bonds are conditioned upon the performance by the
Issuer of its obligations to be performed hereunder and under such
documents and instruments at or prior to the Closing, and are also
subject to the following additional conditions:
(a) The representations and warranties of the Issuer
contained herein shall be true, complete and correct on the
date hereof and on and as of the date of the Closing, as if
made on the date of the Closing;
(b) At the time of the Closing, the Resolution shall be
in full force and effect in accordance with its terms and
shall not have been further amended, modified or supplemented,
and the Official Statement shall not have been supplemented or
amended, except in any such case as may have been agreed to by
the Underwriters;
(c) At the time of the Closing, all necessary official
action of the Issuer and the other parties thereto relating to
this Bond Purchase Contract, the Official Statement and the
Bonds shall be in full force and effect in accordance with
their respective terms and shall not have been amended, modi-
fied or supplemented in any material respect, except in each
case as may have been agreed to by the Underwriters; and
(d) At or prior to the Closing, the Underwriters shall
have received copies of each of the following documents:
(1) The Official Statement and each supplement or
amendment, if any, thereto, executed on behalf of the
Issuer by its Mayor and City Manager;
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94- 576
(2) The Resolution certified by the City Clerk
under seal as having been duly adopted by the City
Commission and as being in effect, with such supplements
or amendments as may have been agreed to by the
Underwriters;
(3) The opinion of Bond Counsel addressed to the
Issuer and to the Underwriters, dated the date oe Clos-
ing, in form and substance acceptable to the Underwriters
that under existing law, regulations, judicial decisions
and rulings, the interest on the Bonds is excluded from
gross income for federal income tax purposes and does not
constitute an item of tax preference for purposes of the
federal alternative minimum tax imposed on individuals
and corporations, accompanied by a supplementary opinion,
dated the date of Closing and addressed to the Under-
writers, substantially to the effect that: (a) this Bond
Purchase Contract and the Bonds, have been duly autho-
rized, executed and delivered by the Issuer and consti-
tute valid, binding and enforceable agreements of the
Issuer in accordance with their terms, except to the
extent that the enforceability thereof may be limited by
bankruptcy, insolvency or other laws affecting creditors'
rights generally and subject to general principles of
equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law) and are
entitled to the benefits of the Resolution and the Act;
(b) the Issuer has authorized the distribution of the
Official Statement; (c) the information in the Official
Statement under the headings "DESCRIPTION OF THE 1994
BONDS," "SECURITY FOR THE 1994 BONDS," "INCOME TAX
EFFECTS," and in Appendix B and Appendix D are accurate
statements or summaries of the matters set forth therein
and fairly present the information purported to be shown;
and (d) the Bonds are exempt from registration pursuant
to the Securities Act of 1933, as amended, and the
Resolution is exempt from qualifications pursuant to the
Trust Indenture Act of 1939, as amended.
(4) An opinion, dated the date of the Closing and
addressed to the Underwriters, of the City Attorney, or
his designee, to the effect that (i) the Issuer is a
public body corporate and politic, duly organized and
validly existing under the laws of the State of Florida;
(ii) the Issuer has full legal right, power and authority
to enter into this Bond Purchase Contract, to adopt the
Resolution, to sell, issue and deliver the Bonds as pro-
vided in this Bond purchase Contract and to carry out and
consummate the transactions contemplated by this Bond
Purchase Contract, the Bonds, the Resolution and the
Official Statement; (iii) this Bond Purchase Contract has
been duly authorized, executed, and delivered by the
Issuer and constitutes a valid, binding and enforceable
agreement of the Issuer in accordance with its terms
except to the extent that the enforceability of the
rights and remedies set forth herein may be limited by
bankruptcy, insolvency or other laws affecting creditors'
rights generally or general principles of equity (regard-
less of whether enforcement is sought in a proceeding in
equity or at law); (iv) the Issuer has duly authorized,
executed, and delivered the Official Statement and has
duly authorized the distribution of the Official State-
ment; (v) the information in the Official Statement as to
legal matters (excluding tax treatment of interest on the
Bonds, Blue Sky or other securities registration matters,
and financial and statistical information, as to which
such counsel need not opine) relating to the Issuer, the
Act, the Bonds, the Fledged Revenues and the Resolution,
is correct in all material respects, as to matters of law
and facts relating thereto, and does not omit any state-
ment, as to matters of law and facts relating thereto,
which, in his opinion, should be included or referred to
therein, and, in addition, such counsel shall state that,
based upon his participation in the preparation of the
Official Statement as City Attorney and without having
undertaken to determine independently the accuracy,
completeness or fairness of the statements contained in
the Official Statement (except to the extent expressly
set forth in this subparagraph (v)), as of the date of
the Closing nothing has come to his attention causing him
to believe that (A) the Official Statement as of its date
contained any untrue statement of a material fact or
omitted to state a material fact required to be stated
therein or necessary to make the statements therein, in
the light of the circumstances under which they were
made, not misleading (except for the financial and
statistical information contained in the Official State-
ment as to all of which no view need be expressed), or
(B) the Official Statement (as supplemented and amended
in accordance herewith, if applicable) as of the date of
the Closing contains any untrue statement of a material
fact or omits to state a material fact required to be
stated therein or necessary to make the statements
therein, in the light of the circumstances under which
they were made, not misleading (except as aforesaid);
(vi) the Issuer is not in material breach of or material
default under any applicable constitutional provision,
law or administrative regulation of the State or the
United States or any applicable judgment or decree,
applicable to it and by which it may be obligated, or any
loan agreement, indenture, bond, note, ordinance, resolu-
tion, material agreement or other material instrument tc
which the Issuer is a party or to which the Issuer or any
of its property or assets is otherwise subject,
11
94- 576
applicable to it and by which it may be obligated, and no
event has occurred and is continuing which with the
passage of time or the giving of notice, or both, would
constitute a default or event of default under any such
instrument, except in each case as disclosed 'in the
Official Statement; and the execution and delivery of the
Bonds, this Bond Purchase Contract and the adoption of
the Resolution and compliance with the provisions on the
issuer's part contained therein, will not conflict with
or constitute a breach of or default under any consti-
tutional provision, law, administrative regulation,
judgment, decree, loan agreement, indenture, bond, note,
ordinance, resolution, agreement or other instrument to
which the Issuer is a party or to which the Issuer or any
of its property or assets is otherwise subject, nor will
any such execution, delivery, adoption or compliance
result in the creation or imposition of any lien, charge
or other security interest or encumbrance of any nature
whatsoever upon any of the property or assets of the
Issuer or under the terms of any such law, regulation or
instrument, except as expressly provided by the Bonds and
the Resolution; (vii) the Issuer has the right and power
under the Act to adopt the Resolution and the Resolution
has been duly and lawfully adopted by the Issuer, is in
full force and effect and constitutes the legal, valid
and binding obligation of the Issuer, enforceable in
accordance with its terms, subject to applicable bank-
ruptcy, insolvency and similar laws affecting creditors'
rights generally .and subject, as to enforceability, to
general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law), and no other authorization is required; (viii) the
Bonds are valid and binding special obligations of the
Issuer, enforceable in accordance with their terms and
the terms of the Resolution, subject to applicable bank-
ruptcy, insolvency and similar laws affecting creditors'
rights generally and subject, as to enforceability, to
general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at
law) and are entitled to the benefits of the Resolution
and the Act; (ix) there is no action, suit, proceeding,
inquiry or investigation to which the Issuer is a party
at law or in equity before or by any court, government
agency, public board or body, pending or, to the best of
his knowledge, threatened against or affecting the
Issuer, nor, to the best of his knowledge, is there any
basis for any such action, suit, proceeding, inquiry or
investigation, wherein an unfavorable decision, ruling or
finding would have a materially adverse effect upon the
transactions contemplated by the Official Statement, the
validity of the Bonds, the Resolution or this Bond
Purchase Contract, except as described, in the Official
12
94- 576
.
Ll
Statement; and (x) all authorizations, consents,
approvals and reviews of governmental bodies or regula-
tory authorities then required for the Issuer's adoption,
execution or performance of the Bonds, the Resolution and
this Bond Purchase Contract have been obtained or
effected; and, in addition, he shall give his opinion to
the same effect set forth under the caption "Litigation"
in the official Statement.
• (5) An opinion of general counsel of Financial
Guaranty Insurance Company, dated the date of Closing and
addressed to the Underwriters, in form and substance
satisfactory to the 'Underwriters, to the effect that:
(i) the Insurer is duly qualified to do business in the
State of Florida, (ii) the Insurer has full corporate
power and authority to execute and deliver the insurance
policy for the Bonds (the "Policy") and the Policy has
been duly authorized, executed and delivered by the
Insurer and constitutes a legal, valid and binding
obligation of the Insurer enforceable in accordance with
its terms, and (iii) the information contained in the
Official Statement under the heading "Municipal Bond
Insurance" is true and correct in all material respects
and does not omit any statement which in his opinion
should be stated therein in order to make the statements
made therein in light of the circumstances in which made,
not misleading.
(6) An opinion of counsel to the Underwriters,
dated the date of Closing and addressed to the Under-
writers, in form and substance satisfactory to the
Underwriters.
(7) Letters from Counsel for the Underwriters,
indicating the jurisdictions in which the Bonds have been
qualified or exempted under the securities laws of such
jurisdictions, and the legality of the Bonds as invest-
ments for certain entities.
(8) A certificate of the Issuer dated the date of
the Closing signed by its Mayor and City Manager, in form
and substance satisfactory to the Underwriters, to the
effect that (i) the representations and warranties of the
Issuer contained herein are true and correct in all
material respects as of the date of Closing, as if made
on the date of Closing; (ii) the Issuer has performed all
obligations to be performed hereunder as of the date of
Closing; (iii) the Bond Purchase Contract has been duly
authorized, executed and delivered by the Issuer and
constitutes a valid, binding and enforceable agreement of
the Issuer in accordance with its terms; (iv) the Resolu-
tion has been duly and lawfully adopted by the Issuer, is
13
94- 576
in full force and effect, has not been modified, amended
or repealed and constitutes a legal, valid and binding
obligation of the Issuer, enforceable in accordance with
its terms subject to applicable bankruptcy, insolvency
and similar laws affecting creditors' rights generally;
(v) the Bonds have been duly authorized, executed and
delivered by the Issuer and constitute valid and binding
obligations of the Issuer, enforceable in accordance with
their terms and the terms of the Resolution subject to
applicable bankruptcy, insolvency, and similar laws
affecting creditors' rights generally, are entitled to
the benefits and security of the Resolution and the Act
and are payable from and secured by the Pledged Revenues;
(vi) except as disclosed in the Official Statement no
litigation is pending or threatened (A) to restrain or
enjoin the issuance or delivery of the Bonds, (B) in any
way contesting or affecting any authority for the
issuance of the Bonds or the validity of the Bonds, the
Resolution or this Bond Purchase Contract, (C) in any way
contesting the corporate existence or powers of the
Issuer, (D) which may result in any material adverse
change in the business, properties, assets or financial
condition of the Issuer, or (F) asserting that the
Official Statement contains any untrue statement of a
material fact or omits to state anv material fact
necessary to make the statements therein, in light of the
circumstances under which they were made not misleading;
(vii) since September 30, 1993, no material and adverse
change has occurred in the financial position of the
Issuer except as set forth in or contemplated by the
Official Statement; and (viii) the Nearly Final Official
Statement did not, as of its date, and the Official
Statement did not as of its date, and does not as of the
date of Closing, contain any untrue statement of a
material fact or omit to state a material fact which
should be included therein for the purposes for which the
Official Statement is to be used, or which is necessary
in order to make the statements contained therein, in
light of the circumstances in which they were made, not
misleading.
(9) copies of the Official Statement executed
on behalf of the Issuer by its Mayor and City Manager.
(10) An insurance policy of the Insurer, insuring
payment when due, of all regularly scheduled payments of
principal of and interest on the Bonds and a debt service
reserve fund policy of the Insurer all as contemplated by
the Official Statement,
(11) Evidence that Moody's Investors Service has
issued a Aaa rating for the Bonds, that Standard & Poor's
14
94- 576
Corporation has issued a AAA rating for the Bonds and
that such ratings are in full force and effect as of the
date of Closing,
(12) A certificate executed by the appropriate
officer of the Issuer, dated the date of Closing, satis-
factory to Bond Counsel setting forth the facts, esti-
mates and circumstances which establish that it is not
expected that the proceeds of the Bonds will be used in
a manner that would cause the Bonds to be "arbitrage
bonds" within the meaning of the Internal Revenue Code of
1986, as amended, and to the best of the knowledge and
belief of such officer, such expectations are reasonable.
(13) Such additional legal opinions, certificates,
proceedings, instruments and other documents as Counsel
for the Underwriters or Bond Counsel may reasonably
request to evidence compliance by the Issuer with legal
requirements, the truth and accuracy, as of the time of
Closing, of the respective representations of the Issuer
herein contained and the due performance or satisfaction
by the Issuer at or prior to such time of all agreements
then required to be satisfied by the Issuer.
All the opinions, letters, certificates, instruments and other
documents mentioned above or elsewhere in this Bond Purchase Con-
tract shall be deemed to be in compliance with the provisions
hereof only if they are in a form and substance satisfactory to the
Underwriters.
9. Undeaexriterg' Right to Cancel. The Underwriters shall
have the right to cancel their obligations to purchase and accept
delivery of the Bonds hereunder by notifying the Issuer, in writing
or by telegram, of its election to do so between the date hereof
and the Closing if prior to the Closing:
(a) legislation shall be adopted or be actively con-
sidered for adoption by the Congress, or recommended to the
Congress for passage by the President of the United States, or
favorably reported for passage to either chamber of the
Congress by a committee of such chamber to which such legis-
lation has been referred for consideration, a decision by a
court of the United States or the United States Tax Court
shall be rendered, or a ruling, regulation or official state-
ment (including a press release) by or on behalf of the
Treasury Department of the United States, the Internal Revenue
Service or other governmental agency shall be made or proposed
to be made with respect to federal taxation upon revenues or
other income of the general character to be derived by the
Issuer or by any similar body, or upon interest on obligations
of the general character of the Bonds, or other action or
events shall have transpired which have the purpose or effect,
15
94- 576
directly or indirectly, of changing the federal income tax
consequences of any of the transactions contemplated in con-
nection herewith, which, in the reasonable opinion of the
Underwriters,* materially and adversely affects the market
f price of the Bonds or the market price generally of obliga-
tions of the general character of the Bonds; or
(b) any legislation, ordinance or regulation shall be
adopted or be actively considered for adoption by any govern-
mental body, department or agency of the State of Florida, or
a decision by any court of competent jurisdiction within the
State of Florida shall be rendered which, in the reasonable
opinion of the Underwriters, materially and adversely affects
the market price of the Bonds, or
(c) a stop order, ruling, regulation or official state-
ment by or on behalf of the Securities and Exchange Commission
shall be issued or made to the effect that the issuance,
offering or sale of the Bonds, or of obligations of the
general character of the Bonds as contemplated hereby, is sub-
ject to registration or qualification under the Securities Act
of 1933, as amended, or the Trust Indenture Act of 1939, as
amended, or is in violation of any provision of either of such
acts or the Securities Exchange Act of 1934, as amended; or
(d) any event shall have occurred or shall exist which,
in the reasonable opinion of the Underwriters, either
(i) makes untrue or incorrect in any material respect any
statement or information contained in the official Statement,
or (ii) is not reflected in the official Statement and should
be reflected therein in order to make the statements and
information contained therein not misleading in any material
respect; or
(e) any amendment to the official Statement is proposed
by the Issuer or deemed necessary by Bond Counsel or Counsel
to the Underwriters pursuant to Section 4(c) hereof which
materially adversely affects the market for the Bonds or the
sale, at the contemplated offering prices, by the Underwriters
of the Bonds to be purchased by them; or
(f) there shall have occurred any outbreak or escalation
of hostilities or other national or international calamity or
crisis or a financial crisis, the effect of such outbreak,
calamity or crisis on the financial markets of the United
States being such as, in the reasonable opinion of the Und-
erwriters, would affect materially and adversely the ability
of the Underwriters to market the Bonds; or
(g) trading shall be suspended, or new or additional
trading or loan restrictions shall be imposed by the New York
Stock Exchange or other national securities exchange or
16
94- 576
J it
is
governmental authority with respect to obligations of the
general character of the Bonds or a general banking moratorium
shall be declared by federal, Florida or New York authorities;
or
(h) any litigation shall be instituted, pending or
threatened to restrain or enjoin the issuance or sale of the
Bonds or in any way protesting or affecting any authority for
or the validity of the Bonds, the Resolution, the Insurance
Policy, this Bond Purchase Contract or the existence or powers
of the Issuer; or
(i) there shall have occurred a default with respect to
the debt obligations of, or the institution of proceedings
under any federal bankruptcy laws by or against, any state of
the United States or any city located in the United States
having a population of over 500,000, the effect of which, in
the opinion of the Underwriters and the Financial Advisors (as
defined in the Official Statement), would materially and
adversely affect the ability of the Underwriters to market the
Bonds; or
(j) any rating of the Bonds shall have been downgraded
or withdrawn by a national rating service, which materially
adversely affects the market for the Bonds or the sale, at the
contemplated offering prices, by the Underwriters of the Bonds
to be purchased by them; or any proceeding shall be pending or
threatened by the Securities and Exchange Commission against
the Issuer; or
(k) The Insurer shall inform the Issuer or the Under-
writers that it will not insure payment of the principal of or
interest on the Bonds as described in the Official Statement.
10. Failure to Satisfy conditions; Waiver of Conditions. If
the Issuer shall be unable to satisfy the conditions to the obliga-
tions of the Underwriters contained in this Bond Purchase Contract,
or if the obligations of the Underwriters to purchase and accept
delivery of the Bonds shall be terminated for any reason permitted
by this Bond Purchase Contract, this Bond Purchase Contract shall
terminate and neither the Underwriters nor the Issuer shall be
under further obligation hereunder. The Underwriters may, in their
discretion, waive any one or more of the conditions imposed by this
bond Purchase Contract for the protection of the Underwriters and
proceed with the Closing.
11. Notification by,Yseuer. During the offering period or
for a period of not exceeding sixty (60) days after the Closing,
the Issuer will (a) not adopt any amendment of or supplement to the
Official Statement to which after having been furnished with a
copy, the Underwriters or their counsel shall reasonably object in
writing and (b) notify the Underwriters of any matter which shall
17
94- 576
cause the Official Statement to contain any untrue statement of a
material fact or omit to state a material fact that should be
stated therein or that is necessary to make the statements therein,
in the light of the circumstances under which they were made, not
misleading.
12. Survival. of Representations Warranties and Agreements.
All representations, warranties and agreements of the Issuer set
forth in or made pursuant to this Bond Purchase Contract shall
remain operative and in full force and effect, regardless of any
investigations made by or on behalf of the Underwriters and shall
survive the delivery of and payment for the Bonds.
13. Bxpgnses.
(a) The Underwriters shall be under no obligation to
pay, and the Issuer shall pay, any expense incident to the
performance of the Issuer°s obligations hereunder including,
but not limited to: (i) the cost of preparation, printing,
delivery and distribution of the Resolution, the Official
Statement; (ii) the cost of preparation and printing of the
Bonds; (iii) the fees and disbursements of Bond Counsel, and,
if any, of the City Attorney; (iv) the fees and disbursements
of' the Financial Advisors to the Issuer; (v) the fees and
disbursements of Deloitte & Touche for their services as cer-
tified public accountant for the Issuer; (vi) the fees and
disbursements of any other accountants, and other experts,
consultants or advisors retained by the Issuer; (vii) fees for
bond ratings; (viii) bond insurance premiums; and (ix) any
other fees or costs in connection with the issuance of the
Bonds which have been authorized or are otherwise customarily
and reasonably attributable to the Issuer, except as provided
in (b) below.
(b) The Underwriters shall pay: (i) the cost of pre-
paration and printing of this Bond Purchase Contract and the
Blue Sky and Legal Investment Surveys; (ii) all advertising
expenses and Blue Sky filing fees in connection with the
public offering of the Bonds; and (iii) all other expenses
incurred by them or any of them in connection with the public
offering of the Bonds, including the fees and disbursements of
counsel retained by them.
14. AuEhoritg of the Senior Managing undeMitgr. William R.
Hough & Co. (the "Senior Managing Underwriter") has been duly
authorized to execute this Purchase Contract and has been duly
authorized to act hereunder by and on behalf of the other
Underwriters.
15. successors & Assigns, This Bond Purchase Contract shall
inure to the benefit of and be binding upon the Issuer and the
Underwriters and their respective successors. Nothing herein is
18
94- 576
intended or shall be construed to give any person, firm or cor-
poration, other than the parties hereto and their respective
i successors and assigns, any legal or equitable right, remedy or
claim under or in respect of this Bond Purchase Contract or any
provisions herein contained. This Bond Purchase Contract And all
conditions and provisions hereof are intended to be for the sole
and exclusive benefit of the parties hereto and their respective
successors and assigns, and for the benefit of no other person,
firm or a corporation. No Underwriters of the Bonds from any of
the Underwriters or other persons or entity shall be deemed to be
a successor merely by reason of such purchase.
16. notices. Any notice or other communication to be given
to the Issuer under this Bond Purchase Contract may be given by
delivering the same in writing at the address set forth above, and
any notice or other communication to be given to the Underwriters
under this Bond Purchase Contract may be given by delivering the
same in writing to William R. Hough & Co., 100 Second Ave. S.,
Suite 800, St. Petersburg, Florida 33701, Attention: Edwin M.
Bulleit.
17. Governing Lag. This Bond Purchase Contract shall be
governed by and construed in accordance with the laws of the State
of Florida.
s
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18. Effective Date. This Bond Purchase Contract shall become
effective upon your mutual acceptance hereof.
19. Counterparts. This Bond Purchase Contract may be exe-
cuted in several counterparts, each of which shall be regarded as
an original and all of which shall constitute one and the same
document.
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94- 576
EXHIBIT B
CITY OF MIAMI, FLORIDA
SPECIAL NON -AD -VALOREM REVENUE BONDS
SERIES 1994
DISCLOSURE STATEMENT
August , 1994
City Commissioners of
City of Miami, Florida
Miami, Florida
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Miami,
Florida (the "Issuer") of $ principal amount of the issue
of bonds referred to above (the "Bonds"), William R. Hough & Co. on
behalf of itself, Guzman & Company, Smith, Mitchell & Associates,
Inc. and Douglas James Securities, Inc. (the "Underwriters"), have
agreed to underwrite a public offering of the Bonds. Arrangement
for underwriting the Bonds will include a Bond Purchase Contract
between the Issuer and the Underwriters.
The purpose of this letter is to furnish, pursuant to the pro-
visions of Section 218.385(4), Florida Statutes, as amended, cer-
tain information in respect to the arrangement contemplated for the
underwriting of the Bonds as follows:
(a) The nature and estimated amount of expenses to be
incurred by the Underwriters and paid by the Underwriters in
connection with the purchase and reoffering of the Bonds are set
forth on Schedule I attached hereto.
(b) No person has entered into an understanding with the
Underwriters, or to the knowledge of the Underwriters, with the
Issuer for any paid or promised compensation or valuable consider-
ation, directly or indirectly, expressly or implied, to act solely
as an intermediary between the Issuer and the Underwriters or to
exercise or attempt to exercise any influence to effect any trans-
action in the purchase of the Bonds.
s
EXHIBIT B
CITY OF MIAMI, FLORIDA
SPECIAL NON -AD -VALOREM REVENUE BONDS
SERIES 1994
DISCLOSURE STATEMENT
August , 1994
city Commissioners of
City of Miami, Florida
Miami, Florida
Ladies and Gentlemen:
In connection with the proposed issuance by the City of Miami,
Florida (the "Issuer") of $ principal amount of the issue
of bonds referred to above (the "Bonds"), William R. Hough & Co. on
behalf of itself, Guzman & Company, Smith, Mitchell & Associates,
Inc. and Douglas James Securities, Inc. (the "Underwriters"), have
agreed to underwrite a public offering of the Bonds. Arrangement
for underwriting the Bonds will include a Bond Purchase Contract
between the Issuer and the Underwriters.
The purpose of this letter is to furnish, pursuant to the pro-
visions of Section 218.385(4), Florida Statutes, as amended, cer-
tain information in respect to the arrangement contemplated for the
underwriting of the Bonds as follows;
(a) The nature and estimated amount of expenses to be
incurred by the Underwriters and paid by the Underwriters in
connection with the purchase and reoffering of the Bonds are set
forth on Schedule I attached hereto.
(b) No person has entered into an understanding with the
Underwriters, or to the knowledge of the Underwriters, with the
Issuer for any paid or promised compensation or valuable consider-
ation, directly or indirectly, expressly or implied, to act solely
as an intermediary between the Issuer and the Underwriters or to
exercise or attempt to exercise any influence to effect any trans-
action in the purchase of the Bonds.
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94- 576
(c) The amount of underwriting spread, including the
management fee, expected to be realized is as follows:
Per $1,000
pond
Takedown
Underwriting Risk
Management Fee
Underwriters' Expenses
Total Underwriting Spread
(d) No other fee, bonus or other compensation is estimated to
be paid by the Underwriters in connection with the issuance of the
Bonds to any person not regularly employed or retained by the
Underwriter (including any "finder", as defined in Section
218.386 (1) (a) , Florida Statutes, as amended) , except as specifi-
cally enumerated as expenses to be incurred and paid by the Under-
writers, as set forth in Schedule I attached hereto.
(e) The names and addresses of the Underwriters are set forth
below:
William R. Hough & Co.
100 Second Avenue South, Suite 800
St. Petersburg, Florida 33701
Guzman & Company
Smith, Mitchell & Associates, Inc.
Douglas James Securities, Inc.
(f) The Issuer is proposing to issue $ of debt or
obligations for the purpose of funding a self-insurance claims
reserve fund for the Issuer, paying a premium for a surety bond to
be deposited into the Reserve Account and to pay costs of issuance
of the. Bonds. This debt or obligation is expected to be repaid
over a period of years. At a forecasted true interest cost rate
of %, total interest paid over the life of the debt or
ga obli'�ti n will be $ .
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94- 576
t
(g) The source of repayment or security for the proposed
obligations is the Pledged Revenues (as defined in the Resolution)
including certain Covenant Revenues. Authorizing this debt or
obligation will not result in any material adverse change in the
amount of Issuer moneys available to finance the other services of
the Issuer.
We understand that you do not require any further disclosure
from the Underwriters, pursuant to Section 218.385(4), Florida
Statutes, as amended.
f
Very truly yours,
WILLIAM R. HOUGH & CO.
GUZMAN & COMPANY
SMITH, MITCHELL & ASSOCIATES, INC.
DOUGLAS JAMES SECURITIES, INC.
t
By: WILLIAM R. HOUGH & CO.