HomeMy WebLinkAboutR-93-0481J-93-506 rr��
7/7/93 RESOLUTION NOP 3 — 481
A RESOLUTION, INCLUDING EXHIBITS A, B AND C,
OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING
THE ISSUANCE OF THE CITY'S GENERAL OBLIGATION
REFUNDING BONDS, SERIES 1993 IN THE AGGREGATE
PRINCIPAL AMOUNT NOT TO EXCEED $32,0001000
FOR THE PURPOSE OF ADVANCE REFUNDING ALL OR A
PORTION OF THE CITY'S $10,000,000 GENERAL
OBLIGATION BONDS, DATED AUGUST 1, 1987,
$18,400,000 GENERAL OBLIGATION BONDS DATED
NOVEMBER 1, 1988, AND $10,000,000 GENERAL
OBLIGATION BONDS DATED JULY 1, 1991; FIXING
CERTAIN DETAILS OF SAID BONDS, INCLUDING
THEIR FORM; PROVIDING THAT SUCH BONDS SHALL
CONSTITUTE GENERAL OBLIGATIONS OF THE CITY
AND THAT THE FULL, FAITH CREDIT AND TAXING
POWER OF THE CITY SHALL BE IRREVOCABLY
PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF
AND INTEREST ON SUCH BONDS; AGREEING TO
COMPLY WITH CERTAIN TAX REQUIREMENTS;
DIRECTING AND AUTHORIZING SALE OF THE BONDS
BY A NEGOTIATED SALE; MAKING CERTAIN
COVENANTS AND AGREEMENTS; APPROVING THE USE
OF BOND INSURANCE AS REQUESTED BY THE
PURCHASER OR DETERMINED BY THE CITY TO BE
DESIRABLE; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION OF A BOND PURCHASE
AGREEMENT AND ESCROW DEPOSIT AGREEMENT;
AUTHORIZING THE CITY MANAGER OR THE MAYOR OR
THEIR RESPECTIVE DESIGNEES TO AWARD THE SALE
OF THE BONDS AND TO DESIGNATE AN ESCROW
AGENT, PAYING AGENT AND BOND REGISTRAR;
APPROVING THE CONDITIONS AND CRITERIA OF SUCH
SALE; APPROVING THE FORM OF A PRELIMINARY
OFFICIAL STATEMENT AND OFFICIAL STATEMENT;
AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES
OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE ISSUANCE OF SAID BONDS;
AND PROVIDING AN EFFECTIVE DATE.
BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
SECTION 1. Authority. This Resolution is enacted by
The City of Miami, Florida (the "City") pursuant to Chapter 166
and 132, Florida Statutes, the Constitution of the State of
Florida, including, but not limited to Article VII, Section 2
thereof, the Charter of the City of Miami, Florida and other
applicable provisions of law.
SECTION 2. Definitions. As used he
context otherwise requires: ---I
ATTACHMENT (S)
CONTAINED
MEETING OF
J U L 2 2 1993
Resolution No.
93- 481
"Act" means the Charter of the City of Miami, but only
to the extent not inconsistent with and not repealed by the
provisions of Section 166.021, Florida Statutes; Chapter 166,
Florida Statutes; Sections 132.33 -- 132.47, Florida Statutes;
the Constitution of the State of Florida, including, but not
limited to, Article VII, Section 2 thereof; and other applicable
provisions of law.
"Authorized Depository" means any bank, trust company,
national banking association, savings and loan association,
savings bank or other banking association selected by the City as
a depository, which is authorized under Florida law to be a
depository of municipal funds and which has complied with all
applicable state and federal requirements concerning the receipt
of City funds.
"Bondholder" or "registered owner" means the person in
whose name any Bond is registered on the registration book
maintained by the Bond Registrar.
"Bond Purchase Agreement" means that certain Bond
Purchase Agreement between the City and the Original Purchaser
substantially in the form attached hereto as Exhibit "A".
"Bond Registrar" means the City, any agent appointed by
the City Manager hereunder, or any other agent designated from
time to time by the City, by ordinance or resolution, to maintain
the registration book for the Bonds issued hereunder or to
perform other duties with respect to registering the transfer of
the Bonds.
"Bonds" means the City of Miami, Florida General
Obligation 'Refunding Bonds, Series 1993, authorized to be issued
pursuant to this Resolution in an aggregate principal amount
which shall not exceed $32,000,000.
"City" means The City of Miami, Florida.
"City Manager" means the City Manager or any Assistant
City Manager of the City or the designee of the City Manager.
"Clerk" means the City Clerk or any Deputy City Clerk
of the City.
"Code" means the Internal Revenue Code of 1986, as
amended, and all temporary, proposed or permanent implementing
regulations promulgated or applicable thereunder.
"City Attorney" means the City Attorney of the City or
any Deputy City Attorney or Assistant City Attorney.
"Director of Finance" means the Director of Finance of
the City or his designee.
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"Escrow Agent" means the bank or trust company
appointed by the City Manager hereunder, or such other bank or
trust company as shall be designated by the City by subsequent
ordinance or resolution adopted prior to issuance of the Bonds,
to serve as escrow agent under the Escrow Deposit Agreement.
"Escrow Deposit Agreement" means the Escrow Deposit
Agreement, a proposed form of which is attached to this
Resolution as Exhibit "B", pursuant to which the proceeds of the
Bonds, together with investment earnings thereon and certain
other funds and investments will be held in irrevocable escrow
for the payment of the principal of and interest on the Refunded
Bonds.
"Financial Plan" means the plan showing the items
required by and compiled in accordance with Section 132.36(d),
Florida Statutes.
"Fiscal Year" means the period commencing on October 1
of each year and ending on the succeeding September 30, or such
other consecutive 12-month period as may hereafter be designated
as the fiscal year of the City.
"Governing Body" means the City Commission of the City.
"Government Obligations" means non -callable direct
obligations of the United States of America, or obligations which
are fully and unconditionally guaranteed by the United States of
America, provided, that the full faith and credit of the United
States of America has been pledged to such direct obligation or
guarantee.
"Mayor" means the Mayor of the City or in his absence
or inability to perform, the Vice Mayor of the City.
"Official Statement" means that certain Official
Statement with respect to the issuance of the Bonds.
"Original Purchaser" means the First Boston
Corporation, First Equity Corporation of Florida, Artemis Capital
Group, Inc., Pryor McClendon Counts & Co., Inc. and Samuel A.
Ramirez & Co., Inc.
"Outstanding" or "Bond Outstanding" means all Bonds
which have been issued pursuant to this Resolution except:
(a) Bonds cancelled after purchase in the open market
or because of payment at or redemption prior to maturity;
(b) Bonds the payment or redemption for which cash
funds or Government Obligations or any combination thereof
shall have been theretofore irrevocably set aside in a
special amount with the Paying Agent, whether upon or prior
to the maturity of redemption date of any such Bond, in any
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amount which, together with earnings on such Government
Obligations, will be sufficient to pay the principal or
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 Agents;
(c) Bonds which are deemed paid pursuant to
Section 5.H hereof; and
(d) Bonds in exchange for or in lieu of which other
Bonds have been authenticated and delivered pursuant to this
Resolution.
"Paying Agent" means the Authorized Depository
appointed by the City Manager hereunder to act as Paying Agent,
or any other Authorized Depository designated by the City to
serve as a Paying Agent for the Bonds issued hereunder that shall
have agreed to arrange for the timely payment of the principal
of, interest or and redemption premium, if any, with respect to
the Bonds to the registered owners thereof, from funds made
available therefor by the City, and any successors designated
pursuant to this Resolution.
"Preliminary Official Statement" means the Preliminary
Official Statement with respect to the issuance of the Bonds,
substantially in the form attached as Exhibit "C".
"Refunded Bonds" means all or a portion, as set forth
in the Bond Purchase Agreement, of the City's $10,000,000 General
Obligation Bonds, dated August 1, 1987, $18,400,000 General
Obligation Bonds, dated November 1, 1988, and $10,000,000 General
Obligation Bonds dated July 1, 1991.
"Tax Exempt Obligations" means obligations of states
and their political subdivisions the interest on which is, under
the Code, excluded from gross income for federal income tax
purposes, including, but not limited to, stock of qualified
regulated investment companies as such term is used in Internal
Revenue Service Advance Notice 87-22, released on February 24,
1987.
Words in this Resolution importing singular numbers
shall include the plural number in each case and vice versa, and
words importing persons shall include firms, corporations or
other entities including governments or governmental bodies.
Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders.
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SECTION 3. ,Findings and Determin ions, It is hereby
ascertained, determined and declared that:
A. Pursuant to Ordinance No. 9781, enacted on January
26, 1984, as supplemented by Ordinance No. 9782, enacted on
January 26, 1984, and as supplemented and amended by
Ordinance No. 9905, enacted on March 21, 1985, and Ordinance
No. 9977, enacted on April 11, 1985, and as supplemented by
Resolution No. 84-319, adopted on March 29, 1984, Resolution
No. 85-289, adopted on March 21, 1986, Resolution No.
84-628, adopted on June 14, 1984, Resolution No. 85-353,
adopted on March 28, 1985, and Resolution No. 86-437,
adopted on June 12, 1986 (collectively, the "Storm Sewer
Bond Ordinances and Resolutions"), the City authorized the
issuance of general obligation bonds in the aggregate
principal amount of $30,000,000 for the purpose of paying
the cost of storm sewer improvements (the "Storm Sewer
Improvement Bonds"), which issuance was approved by the
citizens of the City through a referendum held on March 13,
1984.
B. Pursuant to Ordinance No. 9129, enacted on July
10, 1980, as amended by Ordinance No. 9131, also enacted on
July 10, 1980, and Ordinance No. 10093, enacted on April 10,
1986, and as supplemented by Resolution No. 80-740, adopted
on October 9, 1980, Resolution No. 80-774, adopted on
October 30, 1980, Resolution No. 86-174, adopted on March
18, 1986, and Resolution No. 86-437, adopted on June 12,
1986 (collectively, the "Street Bond Ordinances and
Resolutions"), the City authorized the issuance of
$30,000,000 Street and Highway Improvement Bonds (the
"Street Bonds") which issuance was approved by the citizens
of the City through a referendum held on October 7, 1980.
C. Pursuant to Ordinance No. 9787, enacted on January
26, 1984, as supplemented by Ordinance No. 9788, enacted on
January 26, 1984, as amended by Ordinance No. 9904, enacted
on October 10, 1984, and as supplemented by Resolution No.
84-318, adopted on March 29, 1984, Resolution No. 85-312,
adopted on March 21, 1985, and Resolution No. 86-437,
adopted on June 12, 1986 (collectively, the "Police Bond
Ordinances and Resolutions"), the City authorized the
issuance of its $20,000,000 Police Headquarters and Crime
Prevention Facilities Bonds (the "Police Bonds"), which
issuance was approved by the citizens of the City through a
referendum held on March 13, 1984.
D. Pursuant to Ordinance No. 9128, enacted on July
10, 1980, and Ordinance No. 10094, enacted on April 10,
1986, as supplemented by Ordinance No. 9130, enacted on July
10, 1980, as supplemented and amended by Ordinance No. 9977,
enacted on April 11, 1985, and as supplemented by Resolution
No. 80-740, adopted on October 9, 1980, Resolution No.
80-773, adopted on October 30, 1980, Resolution No. 86-175,
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adopted on March-18, 1986, Resolution No. 84-628, adopted on
June 14, 1984, Resolution No. 85-353, adopted on March 28,
1985, and Resolution No. 86-437, adopted on June 12, 1986
(collectively, the "Sanitary Sewer Bond Ordinances and
Resolutions"), the City authorized issuance of its
$45,000,000 Sanitary Sewer Improvement Bonds (the "Sanitary
Sewer Bonds"), which issuance was approved by the citizens
of the City through a referendum held on October 7, 1980.
E. Pursuant to Ordinance No. 9296, enacted on
July 23, 1981, as supplemented by Ordinance No. 9295,
enacted on July 23, 1981, as amended by Ordinance No. 9406,
enacted on April 1, 1982, Ordinance No. 9977, enacted on
April 11, 1985, Ordinance No. 10291, enacted on July 9, 1987
and Ordinance No. 10487, enacted on October 6, 1988 and as
supplemented by Resolution No. 81-1020, adopted on December
10., 1981, Resolution No. 81-766, adopted on September 10,
1981, Resolution No. 81-923, adopted on November 11, 1981,
and Resolution No. 82-304, adopted on April 1, 1982
Resolution No. 88-1003, adopted on November 3, 1988 and
Resolution No. 88-1043, also adopted on November 3, 1988
(collectively, the "Fire Facilities Bond Ordinances and
Resolutions"), the City authorized the issuance of its
$21,000,000 Fire Fighting, Fire Prevention and Rescue
Facilities Bonds (the "Fire Facilities Bonds"), which
issuance was approved by the citizens of the City through a
referendum held on November 3, 1981.
F. The City issued its $18,400,000 General Obligation
Bonds dated November 1, 1988 consisting of $1,500,00 Police
Headquarters and Crime Prevention Facilities Bonds,
$5,000,000 Storm Sewer Improvement Bonds, $5,000,000
Sanitary Sewer System Bonds, $3,900,000 Street and Highway
Improvement Bonds and $3,000,000 Fire Fighting, Fire
Prevention and Rescue Facilities Bonds (the 111988 Bonds"),
pursuant to Ordinance No. 10487 enacted on October 6, 1988
as supplemented by Resolution No. 88-1043 adopted on
November 3, 1988 (collectively, the "1988 Bond Ordinance");
G. The City issued its $10,000,000 General Obligation
Bonds, dated July 1, 1991, consisting of $7,000,000 Sanitary
Sewer System Bonds and $3,000,000 Fire Fighting, Fire
Prevention and Rescue Facilities Bonds (the 111991 Bonds")
pursuant to Resolution No. 91-449 adopted on June 20, 1993,
as supplemented by Resolution No. 91-516 adopted on July 11,
1991 (collectively, the "1991 Bond Resolution");
H. The City issued its $10,000,000 General Obligation
Bonds, dated August 1, 1987, consisting of $5,000,000 Street
and Highway Improvement Bonds, $1,500,000 Police
Headquarters and Crime Prevention Facilities Bonds,
$1,000,000 Storm Sewer Improvement Bonds and $2,500,000
Sanitary Sewer System Bonds (the 111987 Bonds") pursuant to
Ordinance No. 10291, enacted on July 9, 1987 as supplemented
am
93- 481
by Resolution No. 87-719 adopted on July 23, 1987
(collectively, the "1987 Bond Ordinance").
I. It is in the best interest of the City and its
citizens and residents that there shall be issued and sold
at this time its General Obligation Refunding Bonds, Series
1993 (the "Bonds") in an aggregate principal amount not to
exceed $31,000,000, such Bonds to be dated, to be numbered,
to be redeemable prior to their respective maturities, to be
payable at the banks and to be sold, all as hereinafter
provided.
J. The proceeds of the Bonds will be used to advance
refund the Refunded Bonds and to pay the cost of issuing the
Bonds.
K. The City Manager or Mayor, or their respective
designee shall have the authority to fix the final details
of the Bonds including the approval of certain documents in
final form pursuant to the parameters set forth in this
Resolution.
L. Because of the characteristics of the Bonds,
prevailing and anticipated market conditions and additional
savings to be realized from an expeditious sale of the
Bonds, it is in the best interest of the City to accept
Original Purchaser's offer to purchase the Bonds at a
private negotiated sale.
M. The Original Purchaser will provide the City with
a disclosure statement containing the information required
by Section 218.385(2) and Section 218.385(6), Florida
Statutes, prior to acceptance by the City of the Original
Purchaser's offer to purchase the Bonds.
N. the City is authorized under the Act to issue
refunding bonds and to deposit the proceeds thereof in
escrow to provide for the payment when due of the principal
of, interest on and redemption premiums, if any, in
connection with the Refunded Bonds.
O. The Bonds shall only be issued at a lower net
average interest cost rate than the net average interest
cost rate of the Refunded Bonds, and the rate of interest
borne by the Bonds shall not exceed the maximum interest
rate established pursuant to the terms of Section 215.84,
Florida Statutes. It is estimated that the present value of
the total debt service savings anticipated to accrue to the
City from the issuance of the Bonds, calculated in
accordance with Section 132.35(2), Florida Statutes, shall
be at least $1,000,000.
P. The principal amount of the Bonds shall not exceed
an amount sufficient to pay the sum of the principal amount
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of the Refunded Bonds that are outstanding on the date of
issuance of the' Bonds, the aggregate amount of unmatured
interest payable on the Refunded Bonds to and including
either the applicable maturity date thereof or the date that
they are called for redemption, the applicable redemption
premiums, if any, related to the Refunded Bonds that are
called for redemption, and the costs of issuance of the
Bonds, including, but not limited to, costs of bond
insurance, if any, all in accordance with Section 132.35,
Florida Statutes.
Q. The sum of the present value of the total payments
of principal and interest to become due on the Bonds
(excluding all such principal and interest payments as will
be made with moneys held by the Escrow Agent under the
Escrow Deposit Agreement) and the present value of costs of
issuance of the Bonds, if any, not paid with proceeds of the
Bonds, will be less than the present value of the principal
and interest payments to become due at their stated
maturities, or earlier mandatory redemption dates, on the
Refunded Bonds.
R. The first installment of principal of the Bonds
shall mature not later than the first stated maturity of the
Refunded Bonds occurring after the issuance of the Bonds.
S. The Bonds shall not be issued until such time as
the Director of Finance of the City shall have filed a
Financial Plan with the Governing Body setting forth the
present value of the total debt service savings which will
result from the issuance of the Bonds to refund the Refunded(
Bonds, computed in accordance with the terms of Section'
132.35(2) Florida Statutes, and demonstrating mathematically
that the Bonds are issued at a lower net average interest
cost rate than the Refunded Bonds.
SECTION 4. Auth rization of Issuance and Sale of th
Bonds. There shall be issued and sold General Obligation
Refunding Bonds entitled The City of Miami, Florida, General
Obligation Refunding Bonds, Series 1993 in an aggregate principal
amount not to exceed $32,000,000. Said Bonds shall be dated,
shall mature, and be subject to redemption all as approved by the
City Manager or Mayor or their respective designee pursuant to
the terms of this Resolution, provided, however, that none of the
Bonds shall mature later than the maturity date of the
corresponding Refunded Bond, to which it relates.
The City further hereby authorizes (i) the execution of
the Escrow Deposit Agreement with the Escrow Agent, (ii) the
deposit and pledge of a portion of the proceeds of the Bonds in
an amount which, together with interest earnings thereon, and
certain other funds of the City, if necessary, shall be
sufficient to pay the principal of, redemption premiums, if any,
and interest on the Refunded Bonds, (iii) the investment and
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reinvestment of a portion of the proceeds from the sale of Bonds
in Government Obligations for the purpose of effecting the
defeasance of the Refunded Bonds, (iv) the calling of the
Refunded Bonds prior to their dates of maturity as set forth in
the call schedule in the Escrow Deposit Agreement, (v) the
disbursement of unneeded principal and income, if any, from the
funds and accounts created and established pursuant to the Escrow
Deposit Agreement to the City and the application of those funds
for the payment of the principal of or interest on or for the
redemption of the Refunded Bonds.
SECTION 5. Details of Bonds.
A. The Bonds shall be numbered consecutively from 1
upward preceded by the letter "R" prefixed to the number. The
principal of and redemption premium, if any, on the Bonds shall
be payable upon presentation and surrender, at the office of the
Bond Registrar and Paying Agent. Interest on the Bonds shall be
paid by wire transfer (as provided below) or by check or draft
drawn upon the Bond Registrar and Paying Agent, and mailed to the
registered owners of the Bonds at the addresses as they appear on
the registration books maintained by the Bond Registrar and
Paying Agent 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 Bonds subsequent to such Record Date and prior
to such interest payment date, unless the City shall be in
default in payment of interest due on such interest payment date.
Each owner of bonds aggregating not less than $1,000,000 shall be
entitled to the payment of such interest by wire transfer to a
bank or other financial institution located within the
continental United States, provided that wire instructions and
name of bank and account therein have been provided to the Paying
Agent by the owner prior to the Record Date. In the event of any
such default, such defaulted interest shall be payable to the
persons in whose names such Bonds are registered at the close of
business on a special record date (which date shall also be the
date for the payment of such defaulted interest) as established
by notice deposited in the U.S. mail, postage prepaid, by the
City to the registered owners of the Bonds not less than fifteen
(15) days preceding such special record date. Such notice shall
be mailed to the persons in whose names the Bonds are registered
at the close of business on the fifth (5th) day (whether or not a
business day) preceding the date of mailing. The registration of
any Bond may be transferred upon the registration books upon
delivery thereof to the principal office of the Bond Registrar
and Paying Agent accompanied by a written instrument or
instruments of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar and Paying Agent, duly
executed by the registered owner of the Bond or his attorney -in -
fact or legal representative, containing written instructions as
to the details of the transfer of such 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
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Bond Registrar and Paying Agent shall at the earliest practical
time in accordance with the terms hereof enter the transfer of
ownership in the registration books and shall deliver in the name
of the new transferee or transferees a new, fully registered Bond
or Bonds of the same maturity and of authorized denomination or
denominations, for the same aggregate principal amount and
payable from the same source of funds. The City and the Bond
Registrar and Paying Agent may charge the registered owner of the
Bond for the registration of every transfer or exchange of a Bond
an amount sufficient to reimburse them for any tax, fee or any
other governmental charge required (other than by the City) to be
paid with respect to the registration of such transfer, and may
require that such amounts be paid before any such new Bond shall
be delivered.
The City and the Bond Registrar and Paying Agent may
deem and treat the registered owner of any Bond as of the
applicable Record Date as the absolute owner of such Bond for the
purpose of receiving payment of the principal thereof and the
interest and premiums, if any, thereon. Bonds may be exchanged
at the office of the Bond Registrar and Paying Agent for a like
aggregate principal amount of Bonds, of other authorized denom-
inations of the same series and maturity.
B. The City Manager or the Mayor or their respective
designee is hereby authorized and directed to award the sale of
the Bonds to the Original Purchaser pursuant to and in accordance
with the terms of the Bond Purchase Agreement and in the manner
provided in Section 218.385, Florida Statutes, at an aggregate
purchase price as approved by the City Manager or the Mayor or
their respective designee of not less than 99% of the original;
principal amount of the Bonds (excluding original issue
discounts) (the "Minimum Purchase Price") and at a true interest
cost rate ("TIC"), as approved by the City Manager or the Mayor
or their respective designee not to exceed 5.90% (the "Maximum
TIC").
C. The Bonds shall be dated such date, shall bear
interest from the date thereof, payable semiannually, commencing
on such date, at the rates, and shall mature in accordance with
the maturity schedule, set forth or incorporated by reference in
the Bond Purchase Agreement or the final Official Statement, as
such dates, rates and maturity schedule may be approved by the
City Manager or the Mayor or their respective designee, provided
that the TIC shall not exceed the Maximum TIC, unless otherwise
provided by a subsequent ordinance or resolution enacted or
adopted, as the case may be, on or before delivery of the Bonds.
The Bonds shall be issued as fully registered bonds in the
denomination of $5,000 each or any integral multiple thereof.
D. CUSIP numbers will be
however, the validity, sale, delivery
will not be affected in any manner by
numbers on any of the Bonds.
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imprinted on the Bonds;
or acceptance of the Bonds
any error in printing CUSIP
93-- 481
E. The Bonds shall be executed in the name of the
City by the Mayor or'Vice Mayor of the City and the seal of the
City shall be imprinted, reproduced or lithographed on the Bonds
and attested to and countersigned by the Clerk or any Deputy
Clerk of the City. In addition, the City Attorney or any
Assistant City Attorney shall sign the Bonds, showing approval of
the form and correctness thereof. The signatures of the Mayor,
Vice Mayor, Clerk, Deputy Clerk, City Attorney and Assistant City
Attorney on the Bonds may be by facsimile. 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.
only such of the Bonds as shall have endorsed thereon a
certificate of authentication substantially in the form set forth
in Section 5.L below, duly executed by the Bond Registrar and
Paying Agent, shall be entitled to any right or benefit under
this Resolution. No Bond shall be valid or obligatory for any
purpose unless and until such certificate of authentication shall
have been duly executed by the Bond Registrar and Paying Agent,
and such certificate of the Bond Registrar and Paying Agent upon
any such Bond shall be conclusive evidence that such Bond has
been duly authenticated and delivered under this Resolution. The
Bond Registrar and Paying Agent's certificate of authentication
on any Bond shall be deemed to have been duly executed if signed
by an authorized officer of the Bond Registrar and Paying Agent,
but it shall not be necessary that the same officer sign the
certificate of authentication on all of the Bonds that may be
issued hereunder at any one time.
F. If any Bond is mutilated, destroyed, stolen or
lost, the City 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
canceled by the Clerk of the City or his duly authorized agent.
The registered owner of a Bond must furnish the City or its agent
proof of ownership of any destroyed, stolen or lost Bond, post
satisfactory indemnity, comply with any reasonable conditions the
City or its agent may prescribe and pay the City or its agent' s
reasonable expenses.
Any such duplicate Bond shall constitute an original
contractual obligation on the part of the City whether or not the
destroyed, stolen or lost Bond shall 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
payment of and security for payment from, the funds pledged to
the payment of the Bond so mutilated, destroyed, stolen or lost.
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G. The Bonds shall be subject to redemption prior to
their maturity at such times and in such manner as is set forth
or incorporated by reference in the Preliminary Official
Statement and/or the Bond Purchase Agreement or as shall be
subsequently provided in the final Official Statement and/or the
Bond Purchase Agreement approved by the City Manager pursuant to
the authority and guidelines described herein or as established
by subsequent resolution or ordinance of the Issuer adopted on or
before the time of delivery of the Bonds.
Notice of redemption shall be given by deposit in the
U.S. mail of a copy of a redemption notice, postage prepaid, at
least thirty (30) and not more than sixty (60) days before the
redemption date to all registered owners of the Bonds or portions
of the Bonds to be redeemed at their addresses as they appear on
the registration books to be maintained in accordance with the
provisions hereof. Failure to mail any such notice to a regis-
tered owner of a Bond, or any defect therein, shall not affect
the validity of the proceedings for redemption of any Bond or
portion thereof with respect to which no failure or defect
occurred.
Such notice shall set forth the date fixed for
redemption, the rate of interest borne by each Bond being
redeemed, the date of publication, if any, of a notice of
redemption, the name and address of the Bond Registrar and Paying
Agent, the redemption price to be paid 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.
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 mailing of the notice described
above, each notice of redemption and payment of the redemption
price shall meet the requirements set forth in (i), (ii) and
(iii) below; provided, however, that notwithstanding any other
provision of this Resolution to the contrary, 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 otherwise prescribed
above in this Section 5.G:
(i) 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
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93- 481
service or, telecopy to all registered securities
depositories then in the business of holding substan-
tial amounts of obligations of types comprising the
Bonds and to one or more national information services
that disseminate notices of redemption of obligations
such as the Bonds.
(ii) Each notice of redemption shall be published
one time in THE BOND BUYER, 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.
(iii) Upon the payment of the redemption price of
the 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.
The Bond Registrar and Paying Agent shall not be
required to transfer or exchange any Bond after the publication
and mailing of a notice of redemption nor during the period of
fifteen (15) days next preceding publication and mailing of a
notice of redemption.
H. Notice having been given in the manner and underl
the conditions hereinabove provided, the Bonds or portions of
Bonds so called for redemption shall, on the redemption date
designated in such notice, become and be due and payable at the
redemption price provided for redemption for such Bonds or
portions of Bonds on such date. On the date so designated for
redemption, moneys for payment of the redemption price being held
in separate accounts by the Bond Registrar and Paying Agent 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 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 the next subsection, to receive Bonds for any
unredeemed portions of the Bonds.
I. In case part but not all of an outstanding fully
registered Bond shall be selected for redemption, the registered
owner thereof shall present and surrender such Bond to the City
or the Bond Registrar and Paying Agent for payment of the
principal amount thereof so called for redemption, and the City
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93- 481
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 in an authorized
denomination.
J. Bonds or portions of Bonds that have been duly
called for redemption under the provisions hereof, 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 an escrow
agent, any bank, trust company, national banking association,
savings and loan association, savings bank or other banking
association which is authorized under Florida law to be a
depositary of municipal funds and which has qualified with all
applicable state and federal requirements concerning the receipt
of the City's funds (an "Authorized Depositary") or the Bond
Registrar and Paying Agent in trust for the registered owners
thereof, as provided in this Resolution, shall not be deemed to
be outstanding under the provisions of this Resolution and shall
cease to be entitled to any lien, benefit or security under this
Resolution, except to receive the payment of the redemption price
on or after the designated date of redemption from moneys
deposited with or held by the escrow agent, Authorized Depositary
or Bond Registrar and Paying Agent, as the case may be, for such
redemption of the Bonds and, to the extent provided in the
preceding subsection, to receive Bonds for any unredeemed portion
of the Bonds.
K. If the date for payment of the principal of,
premium, if any, or interest on the Bonds shall be a Saturday,
Sunday, legal holiday or a day on which banking institutions in
the city where the principal corporate trust office of the Bond
Registrar and Paying Agent is located are authorized by law or
executive order to close, then the date for such payment shall be
the next succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions are so
authorized to close, and payment on such day shall have the same
force and effect as if made on the nominal date of payment.
L. The text of the Bonds and the form of assignment
for such Bonds, the authentication certificate and the validation
certificate to be endorsed thereon, shall be substantially in the
following form, with such omissions, insertions and variations as
may be necessary or desirable and authorized by this Resolution
or by any subsequent resolution or ordinance adopted prior to the
issuance thereof, or as may be approved and made by the officers
of the City executing the same, such execution to be conclusive
evidence of such approval, including, without limitation, such
changes as may be required for the issuance of uncertificated
public obligations:
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93- 481
No. R-
[Form of Bond]
UNITED STATES OF AMERICA
STATE OF FLORIDA
THE CITY OF MIAMI
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1993
Interest Maturity Date:
Rate:
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Original Dated: CUSIP NO:
DOLLARS
The City of Miami, Florida (hereinafter called the
"City"), for value received, hereby promises to pay to the
Registered Owner identified above, or to registered assigns or
legal representatives, on the Maturity Date identified above (or
earlier as hereinafter provided), the Principal Amount identified
above, upon presentation and surrender hereof, at the office of
�.�. a o ALLI.I C.3.7V1.`i ul a5s1yi15,
as Bond Registrar and Paying Agent (the "Bond Registrar"), at the
office of the Bond Registrar in , Florida, and to pay
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 the first day of ,
Interest will be paid by wire transfer (as provided
below), or by check or draft mailed to the Registered Owner
hereof at his address as it appears on the registration books of
the City maintained by the Bond Registrar at the close of
business on the fifteenth (15th) day (whether or not a business
day) of the month next preceding the interest payment date (the
"Record Date"), irrespective of any transfer or exchange of such
Bond subsequent to such Record Date and prior to such interest
payment date, unless the City shall be in default in payment of
interest due on such interest payment date. Each owner of bonds
aggregating not less than $1,000,000 shall be entitled to the
payment of such interest by wire transfer to a bank or other
financial institution located within the continental United
States, provided that wire instructions and name of bank and
account therein have been provided to the Paying Agent by the
_15_
93- 431
owner prior to the Record 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 (which date shall also be the date for the
payment of such defaulted interest) as established by notice by
deposit in the U.S. mail, postage prepaid, by the City to the
Registered Owners of Bonds not less than fifteen (15) days
preceding such special record date. Such notice shall be mailed
to the persons in whose names the Bonds are registered at the
close of business on the fifth (5th) day (whether or not a
business day) preceding the date of mailing.
This Bond is one of an authorized issue of bonds in the
initial aggregate principal amount of $ of like date,
tenor and effect, except as to number, maturity (unless all bonds
mature on the same date) and interest rate, issued to provide for
the advance refunding of the City's, pursuant to the authority of
and in,full compliance with the Constitution and laws of the
State of Florida, including particularly Article VII, Section 2
of the Constitution; Chapters 166 and 132, Florida Statutes;
Resolution No. , duly adopted by the City on ,
and certain other resolutions of the City (collectively, the
"Resolution"), and other applicable provisions of law. This Bond
is subject to all the terms and conditions of the Resolution.
For the prompt payment of the principal of, redemption
premium, if any, and interest on this Bond as the same shall
become due, the full faith, credit and taxing power of the City
are hereby irrevocably pledged.
The Bonds of this series scheduled to mature one
, or thereafter, shall be subject to redemption
prior to their maturity at the option of the City on or after
, in whole at any time or in part on any interest
payment date, in inverse order of maturities and by lot within a
maturity, at par, plus accrued interest from the most recent
interest payment date to the redemption date.
Notice of redemption is to be given by mailing a copy
of the redemption notice by registered or certified mail at least
thirty ( 30 ) but not more than sixty ( 60 ) days prior to the date
fixed for redemption to the registered owner of each Bond to be
redeemed at the address shown on the Bond Registrar's
registration books. Failure to give such notice by mailing to
any Bondholder, or any defect therein, shall not affect the
validity of the proceedings for the redemption of any Bond or
portion thereof with respect to which no such failure or defect
has occurred. All such Bonds called for redemption and for the
retirement of which funds are duly provided will cease to bear
interest on such redemption date.
Reference is made to the Resolution for the provisions,
among others, relating to the terms, lien and security for the
Bonds, the custody and application of the proceeds of the Bonds,
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99- 481
the rights and remedies of the holders of the Bonds, and the
extent of and limitations on the City's rights, duties and
obligations, to all of which provisions the registered owner
hereof assents by acceptance hereof.
This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security benefit under the
Ordinance until the Certificate of Authentication endorsed hereon
shall have been signed by the Bond Registrar.
The registration of this Bond may be transferred upon
the registration books upon delivery thereof to the principal
office of the Bond Registrar accompanied by a written instrument
or instruments of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar, duly executed by the owner of
this Bond or by his attorney -in -fact or legal representative,
containing written instructions as to the details of transfer of
this Bond, along with the social security number or federal
employer identification number of such transferee. In all cases
of a transfer of a Bond, the Bond Registrar shall at the earliest
practical time in accordance with the provisions of the Ordinance
enter the transfer of ownership in the registration books and
shall deliver in the name of the new transferee or transferees a
new fully registered Bond or Bonds of the same maturity and of
authorized denomination or denominations, for the same aggregate
principal amount and payable from the same source of funds. The
City and the Bond Registrar may charge the owner of such Bond for
the registration of every transfer or exchange of a Bond an
amount sufficient to reimburse them for any tax, fee or any other
governmental charge required (other than by the City) to be paid
with respect to the registration of such transfer, and may
require that such amounts be paid before any such new Bond shall
be delivered.
If the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday,
legal holiday or a day on which banking institutions in the city
where the corporate trust office of the Bond 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 so 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 this Bond is
authorized by and is issued in conformity with the requirements
of the Constitution and statutes of the State of Florida, that
all acts, conditions and things required to exist, to happen, and
to be performed precedent to the issuance of this Bond exist,
have happened and have been performed in regular and due form and
time as required by the laws and Constitution of the State of
Florida applicable hereto, and that the issuance of the Bonds of
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93- 481
this issue does not violate any constitutional or statutory
limitation or provision.
IN WITNESS WHEREOF, the City of Miami, Florida, has
issued this Bond and has caused the same to be signed by its
Mayor either manually or with his facsimile signature, and
attested and countersigned by the manual or facsimile signature
of its City Clerk, and a facsimile of its seal to be reproduced
hereon, all as of the first day of ,
(SEAL)
ATTESTED AND COUNTERSIGNED:
By
City Clerk
-18-
THE CITY OF MIAMI, FLORIDA
By:
Mayor
APPROVED AS TO FORM:
By:
City Attorney
93- 481
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and
executed under the provisions of the within mentioned Ordinance.
as Bond Registrar
Bv:
Authorized Officer
Date of Authentication:
[Form of Abbreviations for Bonds]
The following abbreviations, when used in the
inscription on the face of the within Bond, shall be construed as
though they were written out in full according to the applicable
laws or regulations.
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with the right of sur-
vivorship and not as tenants in common
UNIFORM GIFT MIN ACT - Custodian
(Cust)
(Minor)
under Uniform Gifts to Minors
Act
(State)
Additional abbreviations may also be used
though not in the above list.
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93- 481
[Form of Assignment for Bonds]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the
"Transferor"), hereby sells, assigns and transfers unto
the ("Transferee").
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably
constitutes and appoints 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.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must
be guaranteed by a member
firm of the New York
Stock Exchange or a
member firm of any other
recognized national
securities exchange or
a commercial bank or a
trust company.
NOTICE: No transfer will be re-
gistered and no new Bond will
be issued in the name of the
Transferee, unless the signa-
tures) 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]
-20-
SECTION 6. Application of Bond Proceeds. The
proceeds, including accrued interest and premium, if any,
received from the sale of the Bonds shall be applied by the City
simultaneously with delivery of The Bonds, as follows:
(a) Accrued interest, if any, shall be deposited
with the Paying Agent, who shall apply such moneys to
pay interest on the Bonds as the same becomes due.
(b) An amount which, together with investment
earnings thereon and any other available funds of the
City, is equal to the principal of and interest and
redemption premiums, if any, on the Refunded Bonds when
due in accordance with the schedules to be attached to
the Escrow Deposit Agreement shall be transferred to
the Escrow Agent for deposit into the Escrow Deposit
Trust Fund created and established pursuant to the
Escrow Deposit Agreement and shall be used and applied
pursuant to and in the manner described in the Escrow
Deposit Agreement to pay the principal and interest on
the Refunded Bonds and to pay redemption premiums and
costs with respect thereto.
(c) The remainder of the proceeds shall be
transferred to the Paying Agent and deposited in a
separate fund designated "Cost of Issuance Fund" and
shall be disbursed (i) for payment of expenses incurred
in issuing the Bonds (including payment of the expenses
of the City), and (ii) for the payment of the fees and
expenses of the Escrow Agent. Any balance remaining
after paying or provision for payment of such costs and
expenses has been made shall be used solely to pay
principal of and interest on the Bonds.
SECTION 7. Investment of Proceeds of the Bonds. All
proceeds of the Bonds held by the Escrow Agent shall be invested
only in Government Obligations, as provided by the Escrow Deposit
Agreement. Proceeds of the Bonds representing accrued interest
on the Bonds transferred to the City pursuant to the provisions
of Section 6 above may be invested by the City in Tax Exempt
Obligations or such other investments as are permitted by
applicable law.
SECTION 8. Levy of Ad Valorem Tax; Payment and Pledge;
Appropriation. In each fiscal year while any of the Bonds are
outstanding, there shall be assessed, levied and collected a tax,
without limitation as to rate or amount, on all taxable property
within the corporate limits of the City (excluding homestead
exemptions as required by applicable law), sufficient in amount
to pay the principal of, premium, if any, and interest on the
Bonds as the same shall become due. The tax assessed, levied and
collected for the security and payment of the Bonds shall be
assessed, levied and collected in the same manner and at the same
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93- 481
time as other taxes are assessed, levied and collected and the
proceeds of said tax shall be applied solely to the payment of
principal of, premium, if any, and interest on the Bonds. The
full faith, credit and taxing power of the City are irrevocably
pledged to the payment of the principal of, premium, if any, and
interest on the Bonds.
The City will diligently enforce its right to receive
tax revenues and will diligently enforce and collect such taxes.
the City will not take any action that will impair or adversely
affect its rights to levy, collect and receive said taxes, or
impair or adversely affect in any manner the pledge made herein
or the rights of the holders of the Bonds.
The City will appropriate from its general fund, not
later than the twenty-ninth (29th) day of each month next
preceding the dates upon which payments of the principal of,
premium, if any, and interest on the Bonds shall be due, an
amount sufficient to pay such principal of, premium, if any, and
interest on the Bonds, as the case may be, and shall transfer
such payments to the Paying Agent for payment to the Bondholders.
SECTION 9. Compliance With Tax Requirements. The City
hereby covenants and agrees, for the benefit of the owners from
time to time of the Bonds, to comply with the requirements
applicable to it contained in Section 103 and Part IV of
Subchapter B of Chapter 1 of the Internal Revenue Code of 1986,
as amended (the "Code"), to the extent necessary to preserve the
exclusion of interest on the Bonds from gross income for federal
income tax purposes. Specifically, without intending to limit in
any way the generality of the foregoing, the City covenants and;
agrees:
(1) 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 required pursuant to Section 148(f) of the Code, the
excess of the amount earned on all non -purpose investments
(as defined in Section 148(f)(6) of the Code) over the
amount which would have been earned if such non -purpose
investments were invested at a rate equal to the yield on
the Bonds, plus any income attributable to such excess (the
"Rebate Amount");
(2) to maintain and retain all records pertaining to
and to be responsible for making or causing to be made all
determinations and calculations of the Rebate Amount and
required payments of the Rebate Amount as shall be necessary
to comply with the Code;
(3) to refrain from using proceeds from the Bonds in a
manner that would cause the Bonds, or any of them, to be
classified as private activity bonds under Section 141(a) of
the Code; and
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93- 481
t'\
(4) to refrain from taking any action that would cause
the Bonds, or any of them, to become arbitrage bonds under
Section 103(b) and Section 148 of the Code.
The City understands that the foregoing covenants
impose continuing obligations on the City to comply with the
requirements of Section 103 and Part- IV of Subchapter B of
Chapter 1 of the Code so long as such requirements are
applicable.
SECTION 10. Compliance With Refunded Bonds Ordinances
and Resolutions. With respect to the Bonds, the City covenants
and agrees that, except to the extent inconsistent herewith, it
will perform and comply with all of the covenants, conditions,
agreements or provisions applicable to the Refunded Bonds
contained in the ordinances and resolutions pursuant to which the
Refunded Bonds were issued as set forth in 3.A, 3.B, 3.C, 3.D and
3.E above and in particular, the 1987 Bond Ordinance, the 1988
Bond Ordinance and the 1991 Resolution and in the Refunded Bonds.
The City further covenants and agrees that it will not modify or
amend such ordinances and resolutions in any respect which will
have an adverse affect on any of the Refunded Bonds.
Notwithstanding the foregoing, however, nothing herein is
intended to require the City to comply, in connection with the
terms and provisions of the Bonds, with the covenants,
conditions, agreements or provisions of such ordinances and
resolutions that might apply to the Bonds unless the same be set
forth in this Resolution or otherwise required by law, and to the
extent that such ordinances and resolutions purport to affect the
terms and provisions of the Bonds, such ordinances and
resolutions are hereby amended to comply herewith with respect to
the Bonds.
SECTION 11. Bond Insurance. If it is determined to be
in the best interest of the City, the Mayor or the City Manager,
or their respective designee, is hereby authorized to negotiate
with bond insurers to provide insurance for the Bonds, and to
obtain a municipal bond insurance policy for the Bonds pursuant
to terms, conditions, covenants and agreements required but such
bond insurance, provided such terms, conditions, covenants and
agreements do not adversely affect the interest of the owners of
the Refunded Bonds, and such terms, conditions, covenants and
agreements are approved by the City Attorney. Upon approval by
the City Attorney, such terms, conditions, covenants and
agreements to be set forth in the bond insurance policy shall be
incorporated herein by reference and deemed a part hereof.
SECTION 12. Approval of Bond Purchase Agreement. The
form of the Bond Purchase Agreement presented by the Original
Purchaser and attached hereto as Exhibit "A" is hereby approved,
subject to such changes, insertions and omissions and such
filling of blanks therein as may be approved and made in such
Bond Purchase Agreement by the officers of the City executing the
same, in a manner consistent with the provisions of this
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93- 481
Resolution, such execution to be conclusive evidence of such
approval. Upon receipt of a disclosure statement, the City
Manager or the Mayor or their respective designee are hereby
authorized to accept the offer of the Original Purchaser to
purchase the Bonds in the aggregate principal amount of not
exceeding $31,000,000, at an average true interest cost rate not
to exceed the Maximum TIC, and at a purchase price of not less
than the Minimum Purchase Price, plus accrued interest thereon to
the date of delivery, upon the terms and conditions set forth in
the Bond Purchase Agreement. The Mayor or City Manager and the
Clerk, or their respective designee, are hereby authorized to
execute the Bond Purchase Agreement for and on behalf of the City
pursuant to the terms hereof and of the Bond Purchase Agreement.
SECTION 13. Approval of Form of Escrow De op sit
Agreement; Aut,hori zati on of Appointment of Escrow Agent-. The
form of the Escrow Deposit Agreement attached hereto as Exhibit
"B" is -hereby approved, subject to such changes, insertions and
omissions and filling of blanks therein as may be approved and
made in such form of Escrow Deposit Agreement by the officers of
the Issuer executing the same, in a manner consistent with the
provisions of this Resolution, such execution to be conclusive
evidence of such approval. The City Manager or the Mayor or
their respective designee is hereby authorized and directed to
appoint an Escrow Agent to act under the terms of the Escrow
Deposit Agreement prior to the issuance of the Bonds, and the
Mayor or City Manager and the Clerk are hereby authorized to
execute the Escrow Deposit Agreement on behalf of the City with
the Escrow Agent. Upon appointment of the Escrow Agent, the
Mayor or City Manager is hereby authorized and directed to notify
the Escrow Agent of its appointment as such prior to the issuances
of the Bonds.
SECTION 14. Appointment of Paying Agent and Bons]
Registrar. The City Manager or the Mayor or their respective
designee is hereby authorized and directed to appoint an initial
Paying Agent and initial Bond Registrar (which can be the same
entity) for the Bonds prior to the issuance of the Bonds. The
Mayor or the City Manager and the Clerk are hereby authorized to
execute an agreement or agreements for and on behalf of the City
with the Paying Agent and the Bond Registrar in connection with
such services.
SECTION 15. Official Statement. The City hereby
approves the form and content of the Preliminary Official
Statement attached hereto as Exhibit "C". The use of such
Preliminary Official Statement in connection with the marketing
of the Bonds is hereby authorized. The Mayor or the Vice Mayor,
or their respective designee is hereby authorized to approve and
execute, on behalf of the City, an Official Statement relating to
the Bonds with such changes from the Preliminary Official
Statement, within the authorizations and limitations contained
herein, as the Mayor or the City Manager, in their sole
discretion, may approve, such execution to be conclusive evidence
-24-
93- 481
f.) "N'
of such approval. The Director of Finance, the Mayor or the City
Manager, or their respective designee, are hereby authorized to
deem the Preliminary Official Statement final for the purposes of
Rule 15c2-12 of the Securities and Exchange Commission.
SECTION 16. Election to Call Refunded Bonds; Puhliga-
t on of Notice of Refundinq,. The City hereby elects to call and
redeem the Refunded Bonds in accordance with the call schedule to
be set forth in the Escrow Deposit Agreement as approved by the
Mayor or the City Manager or their respective designee or as
established by subsequent resolution of the City adopted on or
before the time of delivery of the Bonds. Within 30 days after
the delivery of the Bonds, the City will, and hereby authorizes
and directs the Escrow Agent to, cause to be published one time
in a newspaper published and of general calculation in Dade
County, Florida and a financial journal of general circulation in
the Borough of Manhattan, County and State of New York, a notice
of refunding of the Refunded Bonds and the call schedule with
respect thereto as set forth in the Escrow Deposit Agreement.
The Escrow Agent is hereby authorized and directed, in the name
of the City, to cause notice of such call to be given as required
by law and by the terms of the Refunded Bonds.
SECTION 17. Authorizations. The Mayor, the City
Manager, the City Clerk, the City Attorney and the Director of
Finance of the City and their respective designee are each
designated as agents of the City in connection with the sale,
issuance and delivery of the Bonds and are authorized and
empowered, collectively or individually, to take all actions and
steps and to execute all instruments, documents and contracts on
behalf of the City that are necessary or desirable in connection
with the sale, execution, issuance and delivery of the Bonds and
which are not inconsistent with the terms and provisions of this
Resolution.
SECTION la. Modification or Amendment. This Resolu-
tion may be modified and amended and all appropriate blanks
appearing herein may be completed by the City from time to time
prior to the issuance of the Bonds. Thereafter, no modification
or amendment of this Resolution or of any resolution or ordinance
amendatory hereof or supplemental hereto materially adverse to
the holders of the Bonds may be made without the consent in
writing of the owners of not less than a majority in aggregate
principal amount of the outstanding Bonds, but no modification or
amendment shall permit a change (a) in the maturity of the Bonds
or a reduction in the rate of interest thereon, (b) in the amount
of the principal obligation of any Bond, (c) that would affect
the unconditional promise of the City to levy and collect taxes
as herein provided, or (d) that would reduce such percentage of
holders of the Bonds required above for such modifications or
amendments, without the consent of all of the holders of the
Bonds. For the purpose of Bondholders' voting rights or consents,
the Bonds owned by or held for the account of the City, directly
or indirectly, shall not be counted.
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SECTION 19. Defe nce and Release. If, at any time
after the date of issuance of the Bonds (a) all Bonds secured
hereby or any maturity thereof shall have become due and payable
in accordance with their terms or otherwise as provided in this
Resolution, or shall have been duly called for redemption, or the
City gives the Bond Registrar and Paying Agent irrevocable
instructions directing the payment of the principal of, premium,
if any, and interest on such Bonds at maturity or at any earlier
redemption date scheduled by the City, or any combination
thereof, (b) the full amount of the principal, premium, if any,
and the interest so due and payable upon all of such Bonds then
outstanding, at maturity or upon redemption, shall be paid, or
sufficient moneys shall be held by the Bond Registrar and Paying
Agent, any escrow agent or an Authorized Depositary in
irrevocable trust for the benefit of such holders of the Bonds
(whether or not in any accounts created hereby) which, when
invested in direct obligations of the United States of America
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 said Bonds at
the maturity thereof or the date upon which such Bonds are to be
called for redemption prior to maturity, and (c) provision shall
also be made for paying all other sums payable hereunder by the
City, then and in that case the right, title and interest of
Bondholders hereunder shall thereupon cease, determine and become
void; otherwise, this Resolution shall be, continue and remain in
full force and effect. Notwithstanding anything in this Section
19 to the contrary, however, the obligations of the City under
Section 7 hereof shall remain in full force and effect until such
time as such obligations are fully satisfied.
SECTION 20. Severility. If any one or more of the
covenants, agreements or provisions of this Resolution shall be
held contrary to any express provisions 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
issued Bonds hereunder.
SECTION 21. 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.
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SECTION 22., Controlling Law; Members of Commission and
Officials of City Not Liable. All covenants, stipulations,
obligations and agreements of the City contained in this
Resolution shall be deemed to be covenants, stipulations,
obligations and agreements of the City to the full extent
authorized 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 Commission or the City in his individual
capacity, and neither the members of the Commission 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 Commission or such members thereof.
SECTION 23. Qualification For The Depository Trust
Company'. Notwithstanding any other provision hereof, the City,
the Bond Registrar and Paying Agent are hereby authorized to take
such actions as may be necessary from time to time to qualify the
Bonds for deposit with The Depository Trust Company, including
but not limited to those actions as may be set forth in a letter
of representations prepared in such form as is customarily
required from The Depository Trust Company, wire transfers of
interest and principal payments with respect to the Bonds,
utilization of electronic book entry data received from The
Depository Trust Company in place of actual delivery of Bonds and
provisions of notices with respect to Bonds registered by The
Depository Trust Company (or any of its designees identified to
the Issuer, the Bond Registrar or the Paying Agent) by overnight
delivery, courier service, telegram, telecopy or other similar
means of communication. No such arrangements with The Depository
Trust Company may adversely affect the interests of any of the
owners of the Bonds, provided, however, that the City and the
Bond Registrar and Paying Agent shall not be liable with respect
to any such arrangements they may make pursuant to this section.
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SECTION 24., Effective Date. This Resolution shall be
effective immediately upon its adoption.
PASSED AND ADOPTED this 22nd day of , 1993.
By:
avier L. S arez
Mayor
ATTES
By:
M ty Hirai, City Clerk
APPROVED AS TO FORM AND CORRECTNESS:
By.IzAe"e,j)
A QxUn o es II
City Att ey
147CP1109H
062393/3/er
IME
PREPARED AND APPROVED BY:
RAFAEL 0. DIAZ
Deputy City A �ey
93- 481
EXHIBIT "A"
THE CITY OF MIAMI, FLORIDA
GENERAL OBLIGATION REFUNDING BONDS
SERIES 1993
BOND PURCHASE AGREEMENT
, 1993
Honorable Mayor and Members
of the City Commission of
The City of Miami, Florida
3006 Pan American Drive
Miami, Florida 33133
Ladies and Gentlemen:
The undersigned, The First Boston Corporation (the "Senior Managing Underwriter"),
acting on behalf of itself and First Equity Corporation of Florida, Artemis Capital Group, Inc.,
Pryor, McClendon, Counts & Co. and Samuel A. Ramirez & Co., Inc. (collectively with the
Senior Managing Underwriter, the "Underwriters"), hereby offer to enter into the following Bond
Purchase Agreement with The City of Miami, Florida (the "City"), which, upon acceptance of
this offer by the City, will be binding upon the City and the Underwriters.
This offer is made subject to acceptance by the City by execution of this Bond Purchase
Agreement prior to 5:00 p.m., New York City time, on the date hereof, and, if not so accepted,
will be subject .to withdrawal by the Senior Managing Underwriter upon written notice to the
City at any time prior to acceptance hereof by the City.
The Senior Managing Underwriter represents that it is authorized on behalf of itself and
the other Underwriters to enter into this Bond Purchase Agreement and that it is authorized to
execute this Bond Purchase Agreement and to take any other actions which may be required
hereby on behalf of the other Underwriters.
All capitalized terms not otherwise defined herein shall have the same meanings as set
forth in the Resolution (as hereinafter defined), and if not set forth in the Resolution, the same
meanings as set forth in the Official Statement (as hereinafter defined).
1. Purchase and Sale of Bonds.
(a) Subject to the terms and conditions and upon the basis of the
representations, warranties and covenants hereinafter set forth, the Underwriters, jointly and
severally, hereby agree to purchase from the City, and the City hereby agrees to sell to the
Underwriters all (but not less than all) of the $ aggregate principal amount of The City
of Miami General Obligation Refunding Bonds, Series 1993 (the "Series 1993 Bonds"), at the
aggregate purchase price of $ (representing the principal amount of $
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less an original issue discount of $ less an underwriters discount of $ ),
plus accrued interest from , 1993, to the Closing Date (as hereinafter defined). The
Series 1993 Bonds shall bear interest at the rates, be sold to the public at the prices and mature
on the dates all as set forth on Schedule 1, attached hereto, and on the cover of the Official
Statement. The Official Statement of the City relating to the Series 1993 Bonds, dated the date
hereof, including the cover page, financial and statistical information included therein, and
appendices thereto presented herewith, with such additional changes and amendments as shall be
approved by the Senior Managing Underwriter and the City, acting through its City Manager or
his designee, is hereinafter referred to as the "Official Statement." The Underwriters agree to
make a bona fide public offering of the Series 1993 Bonds, solely pursuant to the Official
Statement, at the initial offering prices set forth in the Official Statement, reserving, however,
the right to change such initial offering prices as the Senior Managing Underwriter shall deem
necessary in connection with the marketing of the Series 1993 Bonds and to offer and sell the
Series 1993 Bonds to certain dealers (including dealers depositing the Bonds into investment
trusts) at concessions to be determined by the Senior Managing Underwriter. The Underwriters
also reserve the right to overallot or effect transactions that stabilize or maintain the market
prices of the Series 1993 Bonds at levels above that which might otherwise prevail in the open
market and to discontinue such stabilizing, if commenced, at any time.
(b) The Series 1993 Bonds shall be substantially in the form described in, and
issued and secured pursuant to, Resolution No. adopted by the Board of City
Commissioners of the City (the "City Commission") on , 1993 (the "Resolution"). The
Series 1993 Bonds are authorized to be issued pursuant to the Charter of the City, but only to
the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida
Statutes; Chapter 166, Florida Statutes, Sections 132.33-132.47, as amended; the Constitution!
of the State of Florida, including, but not limited to, Article VII, Section 2 thereof; the'
Resolution; and other applicable provisions of law (collectively, the "Act").
(c) The Underwriters have delivered to the City a letter containing the
information required by Section 218.385 of the Florida Statutes, which letter is in the form
attached hereto as Schedule II, and Public Entity Crimes Affidavits, which Public Entity Crimes
Affidavit is in the form attached hereto as Schedule III.
(d) The Series 1993 Bonds are being issued to advance refund a all or a portion
of the City's $10,000,000 General Obligation Bonds, dated August 1, 1987 consisting of those
bonds maturing on or after August 1, 1998, a portion of the City's $18,400,000 General
Obligation Bonds, dated November 1, 1988 consisting of those bonds maturing on or after
November 1, 1999 and a portion of the City's $10,000,000 General Obligation Bonds, Series
1991, dated July 1, 1991 consisting of those bonds maturing on or after July 1, 2002
(collectively, the "Refunded Bonds"), and to pay costs of issuance of the Series 1993 Bonds,
including the premium for municipal bond insurance for the Series 1993 Bonds.
The monies required to refund the Refunded Bonds will be derived from the
proceeds of the sale of the Series 1993 Bonds [and other legally available funds of the City].
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Such monies will be irrevocably deposited with , as escrow agent for the
Refunded Bonds (the "Escrow Agent") pursuant to an Escrow Deposit Agreement dated as of
, 1993 (the "Escrow Deposit Agreement"), by and between the City and the
Escrow Agent. The Escrow Deposit Agreement requires the Escrow Agent to use certain of the
amounts escrowed thereunder to purchase direct obligations of the United States of America
(such direct obligations of the United States of America to be purchased by the Escrow Agent
with such monies being referred to collectively as the "Government Obligations"). The
Government Obligations will mature at such times and in such amounts so that sufficient monies
will be available from such maturing principal, together with interest income from the
Government Obligations, and cash balances, if any, to make payments of interest on the
Refunded Bonds, as they become due, and to redeem the Refunded Bonds in accordance with
the terms of the Escrow Deposit Agreement.
(e) Concurrently with the delivery of the Series 1993 Bonds,
(the "Bond Insurer") will deliver to the Trustee for the benefit of the holders of the
1993 Bonds, a policy of insurance guaranteeing the timely payment of principal of and interest
on the Series 1993 Bonds (the "Bond Policy").
(f) The City shall deliver to the Senior Managing Underwriter a copy of the
Official Statement, attached as Exhibit A hereto and incorporated by reference herein, which
shall be manually signed on behalf of the City by a duly authorized officer of the City on the
date of execution of this Bond Purchase Agreement. Upon receipt by the Senior Managing
Underwriter of the Series 1993 Bonds, an executed Escrow Deposit Agreement, an executed
Official Statement, and an executed Bond Purchase Agreement and subject to the other conditions
set forth herein, the Underwriters agree to purchase the Series 1993 Bonds at the Closing.
(g) The City authorizes the Underwriters to use and distribute copies of the
Official Statement and the information contained therein and copies of the Resolution in
connection with the public offering and sale of the Series 1993 Bonds and agrees not to
supplement or amend or cause to be supplemented or amended the Resolution, Escrow Deposit
Agreement or the Official Statement, at any time prior to the Closing (as hereinafter defined),
without the consent of the Senior Managing Underwriter.
(h) The Preliminary Official Statement dated , 1993 relating to the
original issuance of the Series 1993 Bonds has been prepared for use in connection with the
public offer, sale and distribution of the Series 1993 Bonds by the Underwriters. The City
hereby "deems final" (except for permitted omissions) the Preliminary Official Statement as of
its date for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended,
("Rule 15c2-12"), and the Underwriters were and are authorized to use the Preliminary Official
Statement in their marketing efforts.
(i) Subject to Section 8 hereof, the City agrees to deliver, in a form
acceptable to the Underwriters, such reasonable quantities of the printed Official Statement and
the Resolution as the Underwriters may request for use in connection with the offering and sale
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of the Series 1993 Bonds and to comply with the rules of the Municipal Securities Rulemaking
Board and Rule 15c2-12. The printed Official Statement will be available to the Underwriters
within seven (7) business days of the execution of this Bond Purchase Agreement and in
sufficient time to accompany any confirmation that requests payment from any customer of the
Underwriters. Delivery of such copies of the printed Official Statement within such seven (7)
business day period shall constitute the City's representation that such printed Official Statement
is complete as of the date of its delivery.
The Underwriters agree to file the Official Statement with at least two
Nationally Recognized Municipal Securities Information Repositories ("NRMSIR") which have
been so designated by the Securities and Exchange Commission pursuant to Rule 15c2-12 not
later than two business days after the Closing (as hereinafter defined), and will furnish a list of
the names and addresses of each NRMSIR receiving a copy to the City. The filing of the
Official Statement with each NRMSIR shall be in accordance with the terms and conditions
applicable to such NRMSIR. The City hereby agrees and covenants to furnish ongoing reports
and information to the Underwriters as are or may become customary in the industry for
municipal obligations similar to the 1993 Bonds, and specifically to furnish to the Underwriters
a copy of the City's audited financial statements. The City further hereby agrees and covenants
to furnish to the Underwriters such other information as becomes available from time to time as
would have been included in the Official Statement had the information been known at the time
of the preparation thereof or if the event from which the information arises had occurred. The
obligations of the City contained in this paragraph shall terminate 25 days after the End of the
Underwriting Period (as defined in 5(w)(ii) hereof).
The Underwriters shall give notice to the City on the date which is one day
after the End of the Underwriting Period (as defined in 5(w)(ii) hereof) and the date after which
the Underwriters no longer remain obligated to deliver Official Statements pursuant to paragraph
(b)(4) of Rule 15c2-12.
0) If, prior to the End of the Underwriting Period (as defined in 5(w)(ii)
hereof), any event known to the City relating to or affecting the City, the Resolution, or the
1993 Bonds shall occur which might affect the correctness or completeness of any statement of
a material fact contained in the Official Statement, the City will promptly notify the Underwriters
orally as soon as practicable to be followed in writing of the circumstances and details of such
event. If, as a result of such event or any other event, it is necessary, in the opinion of Co -Bond
Counsel (as hereinafter defined) or Co -Counsel to the Underwriters (as hereinafter defined), to
amend or supplement the Official Statement in order to state any material fact necessary in order
to make the statements made therein, in light of the circumstances under which they were made,
not misleading and any such Counsel shall have so advised the City, the City will forthwith
prepare and furnish to the Underwriters a reasonable number of copies of an amendment of or
a supplement to such Official Statement, in form and substance satisfactory to the Underwriters,
which will so amend or supplement such Official Statement so that, as amended or supplemented,
it will not contain any untrue statement of a material fact or omit to state any material fact
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necessary in order to make the statements made therein, in light of the circumstances under
which they were made, not misleading.
2. Events Requiring Disclosure. If at any time prior to Closing and within the
Disclosure Period (as defined in Section 5(w)(i) hereof) any event known to the City relating to
or affecting the City, the Resolution or the Series 1993 Bonds shall occur which might affect the
correctness or completeness of any statement of a material fact contained in the Official
Statement (an "Event Requiring Notification"), the City will promptly notify the Senior
Managing Underwriter in writing of the circumstances and details of such event. If, as a result
of such event or any other event, it is necessary, in the opinion of the City Attorney, the City
Manager, Co -Bond Counsel (as hereinafter defined), the Senior Managing Underwriter or
Co -Counsel to the Underwriters (as hereinafter defined), to amend or supplement the Official
Statement in order to state any material fact necessary in order to make the statements made
therein, in .light of the circumstances under which they were made, not misleading and any such
counsel shall have so advised the City, the City will, at its expense, take all actions necessary
to carry out the full purpose and intent and to fully comply with Section 5(z) hereof.
3. Good Faith Check. The City hereby acknowledges receipt from the Senior
Managing Underwriter of a corporate check in the aggregate amount of $ (the "Good
Faith Check"), which is being delivered to the City as security for the performance by the
Underwriters of their obligation to accept and pay for the Series 1993 Bonds at the Closing (as
hereinafter defined) in accordance with the provisions of this Bond Purchase Agreement. The
City agrees not to cash the Good Faith Check unless the Underwriters default on their obligations
under this Bond Purchase Agreement. Upon compliance by the Underwriters with their
obligations under this Bond Purchase Agreement, the Good Faith Check shall be returned to the 1
Underwriters at the Closing. If the City does not accept this offer, the Good Faith Check shall
be immediately -returned to the Senior Managing Underwriter. In the event of the City's failure
to deliver the Series 1993 Bonds at the Closing, or if the City shall be unable at or prior to the
Closing to satisfy the conditions to the obligations of the Underwriters contained herein, or if the
obligations of the Underwriters shall be terminated for any reason permitted by this Bond
Purchase Agreement, the Good Faith Check shall be immediately delivered to the Senior
Managing Underwriter. If the Underwriters fail other than for a reason permitted hereunder to
accept and pay for the Series 1993 Bonds upon tender thereof by the City at the Closing as
herein provided, the City may cash the Good Faith Check and retain the funds represented by
such Good Faith Check as full liquidated damages, and not as a penalty, for such failure and for
any and all defaults hereunder on the part of the Underwriters, and the retention of such funds
shall constitute a full release and discharge of all claims, rights and damages for such failure and
for any and all such defaults, it being understood by both the City and the Underwriters that
actual damages in such circumstances may be difficult or impossible to compute.
If the City shall be unable to satisfy the conditions or obligations contained in this Bond
Purchase Agreement, or if the obligations of the Underwriters to purchase and accept delivery
of the Series 1993 Bonds shall be terminated for any reason permitted by this Bond Purchase
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Agreement, this Bond Purchase Agreement shall terminate and neither the Underwriters nor the
County shall be under further obligation hereunder.
4. Closing
(a) The Closing (as hereinafter defined) will occur before 1:00 p.m., New
York City time, on , 1993 or at such other time or on such earlier or later date as shall
have been mutually agreed upon by the City and the Senior Managing Underwriter. Prior to the
Closing on the Series 1993 Bonds, the City will deposit with The Depository Trust Company
("DTC") one Series 1993 Bond Certificate per maturity registered in the name of DTC's
nominee, Cede & Co. representing 100% of the principal amount of such Series 1993 Bonds.
The City shall provide DTC with a letter of representations prior to the issue being made eligible
for deposit at DTC in the form required by DTC. The Senior Managing Underwriter, on behalf
of the Underwriters, will accept such delivery and pay the purchase price of the Series 1993
Bonds by delivering to the City a check or checks or wire transfer payable to the order of the
City in immediately available federal funds. Payment for and delivery of the Series 1993 Bonds
as aforesaid shall be made at such place as shall be agreed upon between the City and the Senior
Managing Underwriter. Such payment and delivery is herein called the "Closing" and the date
of the Closing is herein called the "Closing Date."
5. Representations. Warranties. and Covenants of the City. The City, by its
acceptance hereof, represents, warrants and covenants to each of the Underwriters as of the date
hereof and the Closing Date that:
(a) the City is, and will be on the Closing Date, duly organized and validly
existing as a municipal corporation under the Constitution and laws of the State of Florida with
the power and authority set forth in the Act;
(b) the City had, has and will have, as the case may be, full legal right, power
and authority (i) to adopt the Resolution and to execute and deliver this Bond Purchase
Agreement, the Official Statement, the Escrow Deposit Agreement and any other agreement or
instrument to which the City is a party, used or contemplated for use in consummation of the
transactions contemplated hereby or by the Official Statement; (ii) to issue, sell, execute and
deliver the Series 1993 Bonds to the Underwriters as provided in this Bond Purchase Agreement;
(iii) to secure the Series 1993 Bonds in the manner contemplated by Resolution; and (iv) to carry
out and consummate all other transactions contemplated by the aforesaid documents and
instruments; and the City has complied or will have complied as of the Closing Date with all
provisions of applicable law in all matters relating to such transactions; provided, however, that
the City makes no representation as to the qualification of the Series 1993 Bonds under the Blue
Sky laws of the various states or the legality of the Series 1993 Bonds for investment under the
laws of the various states;
(c) the City has duly adopted the Resolution and has duly authorized or ratified
(i) the execution, delivery and performance of this Bond Purchase Agreement, the Escrow
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Deposit Agreement and the issuance, sale, execution and delivery of the Series 1993 Bonds; (ii)
the distribution of the Official Statement; and (iii) the taking of any and all such action as may
be required on the part of the City to carry out, give effect to and consummate the transactions
contemplated by the aforesaid documents and instruments; provided, however, that no
representation is made concerning compliance with the federal securities laws or securities or
Blue Sky laws of the various states;
(d) this Bond Purchase Agreement and the Escrow Deposit Agreement, when
executed and delivered by the parties thereto, will, and the Resolution does constitute the legal,
valid and binding obligations of the City enforceable in accordance with their terms, except as
the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws
affecting creditor's rights generally or subject to the exercise of the state's police power and to
judicial discretion in appropriate cases;
(e) the City has complied, or will at the Closing be in compliance, in all
respects with the Resolution;
(f) when paid for by the Underwriters at the Closing in accordance with the
provisions of this Bond Purchase Agreement, the Series 1993 Bonds will be duly authorized,
executed, issued and delivered and will constitute legal, valid and binding obligations of the City
enforceable in accordance with their terms and the terms of the Resolution, except as may be
limited by bankruptcy, insolvency, moratorium or other laws affecting creditor's rights generally
or subject to the exercise of the state's police power and to judicial discretion in appropriate
cases;
s
(g) at the Closing, all approvals, consents and orders of and filings with any'
governmental authority or agency which would constitute a condition precedent to the issuance
of the Series 1993 Bonds or the execution and delivery of or the performance by the City of its
obligations under this Bond Purchase Agreement, the Escrow Deposit Agreement, the Series
1993 Bonds or the Resolution will have been obtained or made and any consents, approvals and
orders so received or filings so made will be in full force and effect; provided, however, that
no representation is made concerning compliance with the federal securities laws or the securities
or Blue Sky laws of the various states;
(h) other than as disclosed in the Official Statement, the adoption and
performance by the City of the Resolution and the authorization, execution, delivery and perfor-
mance of this Bond Purchase Agreement, the Escrow Deposit Agreement, the Series 1993 Bonds,
and any other agreement or instrument to which the City is a party, used or contemplated for use
in consummation of the transactions contemplated hereby or by the Official Statement, and, to
the best of the City's knowledge, compliance with the provisions of each such instrument, do not
and will not conflict with, or constitute or result in (i) a violation of the Constitution of the State
of Florida, or any existing law, administrative regulation, rule, decree or order, state or federal,
or the City Charter or the City Code; or (ii) a breach of or default under a material provision
of any agreement, indenture, mortgage, lease, note or other instrument to which the City, or its
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properties or any of the officers of the City as such is subject; or (iii) the creation or imposition
of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the
revenues, credit, property or assets of the City under the terms of the Constitution of the State
of Florida or any law, instrument or agreement;
(i) the Preliminary Official Statement and Official Statement (including the
financial and statistical data included therein and the Appendices thereto) will at all times prior
to and including the Closing Date be true, correct and complete in all material respects and will
not contain any untrue statement of a material fact or omit to state any material fact necessary
in order to make the statements made therein, in light of the circumstances under which they
were made, not misleading;
0) at the Closing, the financial statements and other historical financial and
statistical information contained in the Official Statement will fairly present the financial position
and results of operations of the City as of the dates and for the periods therein set forth in
accordance with generally accepted accounting principles applied consistently;
(k) there shall not have been any material adverse change since September 30,
1992 in the results of operations or financial condition of the City or in the physical condition
of the City, other than changes in the ordinary course of business or in the normal operation of
the City;
(1) between the date of this Bond Purchase Agreement and the time of Closing,
the City will not execute any bonds, notes or other obligations for borrowed money, other than
the proposed issuance or those the incurring of which is referred to explicitly in the Official ;
Statement, without giving prior written notice thereof to the Senior Managing Underwriter.
(m) the City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriters as the Underwriters may reasonably
request to qualify the Series 1993 Bonds for offer and sale and to determine the eligibility of the
Series 1993 Bonds for investment under the Blue Sky or other securities laws and regulations of
such states and other jurisdictions of the United States as the Senior Managing Underwriter may
designate, provided that in connection therewith the City shall not be required to file a general
consent to service of process or qualify to do business in any jurisdiction or become subject to
service of process in any jurisdiction in which the City is not now subject to such service;
(n) to the best of the City's knowledge and belief, other than as described in
the Official Statement, as of the date hereof, there is no claim, action, suit, proceeding, inquiry
or investigation, at law or in equity, or before or by any court, public board or body pending,
or, to the best knowledge of the City, threatened against or affecting the City: (i) to restrain or
enjoin the issuance or delivery of any of the Series 1993 Bonds; (ii) in any way contesting or
affecting: (1) the authority for the issuance of the Series 1993 Bonds; (2) the validity or
enforceability of the Series 1993 Bonds, the Resolution, the Escrow Deposit Agreement, or this
Bond Purchase Agreement; or (3) the power of the City to adopt the Resolution and to execute
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and deliver the Series 1993 Bonds, the Escrow Deposit Agreement, this Bond Purchase
Agreement, or to consummate the transactions relating to the City contemplated by the
Resolution, the Escrow Deposit Agreement and this Bond Purchase Agreement; (iii) in any way
contesting the existence or powers of the City or the City Commission or the title to office of
any member of the City Commission; or (iv) contesting in any way the completeness, accuracy
or fairness of the Preliminary Official Statement or Official Statement.
(o) no authorization, approval, consent or order of or filing or registration with
any court or governmental agency or body is required for the valid authorization, execution,
issuance, sale or delivery of the Series 1993 Bonds or the exclusion from gross income of interest
thereon for federal income tax purposes or the valid adoption by the City of the Resolution or
the execution and delivery of this Bond Purchase Agreement or Escrow Deposit Agreement,
except such action as may be required to qualify the Series 1993 Bonds for sale under the Blue
Sky or securities laws of any jurisdiction;
(p) the City will not knowingly take or omit to take any action, which action
or omission would adversely affect the exclusion from gross income for federal income tax
purposes of the interest on the Series 1993 Bonds under the Internal Revenue Code of 1986, as
amended;
(q) to the best of the City's knowledge, since December 31, 1975, the City
has not been in default in the payment of principal of, premium, if any, or interest on, any
material direct City indebtedness or other obligations in the nature of material direct City
indebtedness which it has issued, assumed or guaranteed as to payment of principal, premium,
if any, or interest, other than described in the Official Statement;
(r) any certificate signed by any official of the City and delivered to the
Underwriters in connection with the issuance, sale and delivery of Series 1993 Bonds shall be
deemed to be a representation and warranty by the City to each of the Underwriters as to the
statements made therein;
(s) the description of the Series 1993 Bonds in the Official Statement conforms
in all material respects to the Series 1993 Bonds;
(t) the City will apply the proceeds of the Series 1993 Bonds in accordance
with the Resolution, and as contemplated by the Official Statement and Escrow Deposit
Agreement, and upon the deposit of monies required by the Escrow Deposit Agreement, the
Refunded Bonds will be deemed paid, and all payments due under the Refunded Bonds will be
made solely from the moneys or securities deposited pursuant to the Escrow Deposit Agreement.
(u) neither the City nor anyone authorized to act on its behalf, directly or
indirectly, has offered the Series 1993 Bonds for sale to, or solicited any offer to buy, the Series
1993 Bonds from anyone other than the Underwriters;
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(v) all proceedings of the City Commission relating to the adoption of the
Resolution, the approval and authorization of the execution and delivery of the Escrow Deposit
Agreement, this Bond Purchase Agreement and the Official Statement, and the approval and
authorization of the issuance and sale of the Series 1993 Bonds were, or will be prior to Closing,
conducted at duly convened meetings of the City Commission, with respect to which all required
notices were duly given to the public at which quorums were at all material times present, and
no authority or proceeding for the issuance of the Series 1993 Bonds has been or will be
repealed, rescinded, or revoked.
(w) (i) For the purposes of this Bond Purchase Agreement, the term "Disclosure
Period" shall mean the earlier of (1) ninety (90) days from the End of the Underwriting Period,
or (2) the time when the Official Statement is available to any person from a nationally
recognized municipal securities information repository, but in no case less than twenty-five (25)
days following the End of the Underwriting Period.
(ii) For the purposes of this Bond Purchase Agreement, the term "End of the
Underwriting Period" shall mean the later of such time as (1) the Closing, or (2) the time at
which the Underwriters do not retain, directly or as members of an underwriting syndicate, an
unsold balance of the Series 1993 Bonds for sale to the public.
(iii) Both at the time of acceptance hereof by the City and (unless amended or
supplemented as described in Section 5(z) hereof) at all times during the Disclosure Period the
statements and the information contained in the Preliminary Official Statement and the Official
Statement pertaining to the City and the use and application of the proceeds of the Series 1993
Bonds are and will be true, correct and complete in all material respects and the Official !
Statement, to the knowledge of the City, does not as of the date of acceptance hereof and will '
not (unless amended or supplemented as described in Section 5(z) hereof) at all times during the
Disclosure Period, contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements and information therein, in light of the circumstances
under which they were made, not misleading in any material respect.
(x) prior to the execution of this Bond Purchase Agreement, the City delivered
to the Underwriters copies of the Preliminary Official Statement which the City deemed to be
final for purposes of Rule 15c2-12 as of the date thereof, except for the omission of no more
than the following information: the offering price(s), interest rate(s), selling compensation,
aggregate principal amount, principal amount per maturity, delivery date, ratings, and other
terms of the Series 1993 Bonds depending on such matters.
(y) if the Official Statement is supplemented or amended pursuant to Section
5(z) hereof, at the time of each supplement or amendment thereto and (unless subsequently again
supplemented or amended pursuant to Section 5(z) hereof) at all times during the Disclosure
Period, the Official Statement as so supplemented or amended will not contain any untrue
statement of a material fact or omit to state a material fact necessary in order to make the
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statements contained therein, in the light of the circumstances under which they were made, not
misleading.
(z) during the Disclosure Period, the City will (i) not adopt any amendment
of or supplement to the Official Statement to which, after having been furnished with a copy,
the Underwriters shall reasonably object in writing, unless the City has obtained the opinion of
Co -Bond Counsel (as hereinafter defined), stating that such amendment or supplement is
necessary in order to make the Official Statement not misleading in light of the circumstances
existing at the time that it is delivered to a purchaser, and (ii) if any event relating to or affecting
the City shall occur which would or might cause the information contained in the Official
Statement, as then supplemented or amended, to contain any untrue statement of a material fact
or to omit to state a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading,
the City shall notify the Underwriters thereof, and if as a result of which it is necessary, in the
opinion of Co -Counsel to the Underwriters (as hereinafter defined), to amend or to supplement
the Official Statement in order to make the Official Statement not misleading in light of the
circumstances existing at the time it is delivered to a purchaser, the City shall forthwith prepare
and furnish to the Underwriters (at the expense of the City) a reasonable number of copies of an
amendment of or supplement to the Official Statement (in form and substance satisfactory to the
Underwriters and the City) which will amend or supplement the Official Statement so that such
Official Statement, as amended or supplemented, will not contain an untrue statement of a
material fact or omit to state a material fact necessary in order to make the statements therein,
in light of the circumstances existing at the time the Official Statement is delivered to a
purchaser, not misleading in any material respect. Unless otherwise notified in writing by the
Underwriters on or prior to the Closing Date, the End of the Underwriting Period for the Series ;
1993 Bonds for all purposes of Rule 15c2-12 and Section 5(w)(ii) herein above, is the Closing
Date. In the event such notice is given in writing by the Underwriters, the Underwriters agree
to notify the City in writing following the occurrence of the End of the Underwriting Period for
the Series 1993 Bonds.
6. Conditions of Closine. The Underwriters have entered into this Bond Purchase
Agreement in reliance on the representations and agreements of the City herein. The obligations
of the Underwriters hereunder shall be subject to the performance by the City of its obligations
to be performed hereunder at or prior to the Closing, to the accuracy of and compliance with the
representations, warranties and covenants of the City herein, in each case as of the time of
delivery of this Bond Purchase Agreement and as of the Closing, and are also subject, in the
discretion of the Senior Managing Underwriter, to the following further conditions:
(a) at the Closing, (i) the Resolution, the Escrow Deposit Agreement and this
Bond Purchase Agreement shall be in full force and effect and shall not have been repealed,
amended, modified or supplemented, except as may have been agreed to in writing by the Senior
Managing Underwriter, and the City shall have executed and there shall be in full force and
effect and there shall have been taken in connection therewith and in connection with the issuance
of the Series 1993 Bonds all such action as shall, in the opinion of A. Quinn Jones, City
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Attorney of the City ("City Attorney"), Fine, Jacobson, Schwartz, Nash & Block, P.A. and the
Law Offices of Manuel Alonso-Poch, P.A. ("Co -Bond Counsel") or Ruden, Barnett, McClosky,
Smith, Schuster & Russell, P.A. and Kubicki, Draper, Gallagher & McGrane, P.A.
("Co -Counsel to the Underwriters"), be necessary in connection with the transactions
contemplated hereby, (ii) the Series 1993 Bonds shall have been duly authorized, executed and
delivered, (iii) the Official Statement shall not have been amended, modified or supplemented,
except as may have been agreed to in writing by the Senior Managing Underwriter, and (iv) the
City shall perform or have performed all of its obligations under or specified in this Bond
Purchase Agreement, the Escrow Deposit Agreement, the Official Statement, and the Resolution;
(b) At or prior to the Closing Date, the Underwriters shall have received the
following:
(i) the final approving opinion of Co -Bond Counsel, dated the Closing Date in
substantially the form attached to the Official Statement as Appendix D and a letter of
such Co -Bond Counsel, dated the Closing Date and addressed to the Senior Managing
Underwriter on behalf of the Underwriters, to the effect that the foregoing opinion may
be relied upon by the Underwriters to the same extent as if such opinion were addressed
to them;
(ii) the supplemental opinion of Co -Bond Counsel, dated the Closing Date and
addressed to the Senior Managing Underwriter on behalf of the Underwriters, to the
effect that: (1) the City is duly organized and validly existing as a political subdivision
under the Constitution and laws of the State of Florida, with full legal right, power and
authority to issue the Series 1993 Bonds and to perform all of its obligations under this
Bond Purchase Agreement, the Series 1993 Bonds and the Resolution; (2) the City has
duly authorized the execution and approved the distribution of the Official Statement; (3)
this Bond Purchase Agreement and the Escrow Deposit Agreement have been duly
authorized executed and delivered by the City and, assuming due authorization, execution
and delivery by the other parties thereto, each constitute the legal, valid and binding
agreement of the City enforceable in accordance with its terms, except as enforcement
may be limited by bankruptcy and other laws affecting creditors' rights and to the
exercise of judicial discretion; (4) the Series 1993 Bonds and the Resolution are legal and
valid obligations of the City which are binding and enforceable against the City in
accordance with their terms; (5) the Refunded Bonds have been defeased and the pledge
of ad valorem taxes for the repayment of the Refunded Bonds have been released; (6) any
original issue discount on the Series 1993 Bonds is excluded from gross income for
federal income tax purposes; (7) the Series 1993 Bonds constitute exempt securities within
the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended, and Section
304(a)(4)(B) of the Trust Indenture Act of 1939, as amended, and are not subject to the
registration requirements of the Securities Act of 1933, as amended, and the Resolution
is exempt from qualification as a Trust Indenture pursuant to the Trust Indenture Act of
1939, as amended; (8) the statements contained in the Official Statement under the
captions "DESCRIPTION OF THE SERIES 1993 BONDS" (excluding the information
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under the subheading "Book -Entry Only System"), "AUTHORIZATION AND
SECURITY," "LEGAL DEBT LIMITATIONS," "TAX TREATMENT," "ORIGINAL
ISSUE DISCOUNT," and "APPENDIX D - Summary of the Resolution," to the extent
such statements purport to summarize portions of the Resolution, the Series 1993 Bonds,
the law referred to therein, or the Escrow Deposit Agreement, constitute fair summaries
of the portions of such documents and the law purported to be summarized therein, it
being understood that in rendering such opinion, Co -Bond Counsel shall not be required
to express an opinion with respect to other sections of the Official Statement and financial
statements and other financial or statistical data included under any caption or in any
appendix of the Official Statement;
(iii) the opinion of Co -Counsel to the Underwriters dated the Closing Date, to the
effect that the Series 1993 Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Resolution is exempt from qualification
under the Trust Indenture Act of 1939, as amended. Such opinion shall also state that,
based upon their participation in the preparation of the Official Statement as Co -Counsel
to the Underwriters and without having undertaken to determine independently the
accuracy or completeness of the contents of the Official Statement, nothing has come to
the attention of such counsel which has caused them to believe that the Official Statement
(except for the financial and statistical data included therein to which no view need be
expressed) as of its date contained, or as of the Closing Date contains, any untrue
statement of a material fact or omits to state any material fact necessary in order to make
the statements made therein, in light of the circumstances under which they were made,
not misleading;
(iv) the opinion of the City Attorney, dated the Closing Date, addressed to the
City and to the Underwriters, in form and substance satisfactory to the Senior Managing
Underwriter and Co -Counsel to the Underwriters to the effect that: (1) the City is a
municipal corporation of the State of Florida duly organized and validly existing and has
full legal right, power and authority to adopt and perform its obligations under the
Resolution and to authorize, execute and deliver and to perform its obligations under this
Bond Purchase Agreement and the Escrow Deposit Agreement; (2) the City has duly
authorized, executed and delivered the Bond Purchase Agreement and the Escrow Deposit
Agreement, and assuming the due authorization, execution and delivery of the Bond
Purchase Agreement and the Escrow Deposit Agreement by the other parties thereto, such
instruments constitute legal, binding and valid obligations of the City, enforceable in
accordance with their respective terms; provided, however, the enforceability thereof may
be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws
affecting creditors' rights generally and subject, as to enforceability thereof, to the
exercise of judicial discretion in accordance with general principles of equity, (3) with
respect to the information in the Preliminary Official Statement and the Official Statement
contained under the headings "INTRODUCTORY STATEMENT," "PLAN OF
REFUNDING," "AUTHORIZATION AND SECURITY," "LEGAL DEBT
LIMITATIONS," "DEBT SUMMARY," "RECENT DEVELOPMENTS,"
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"LITIGATION" and "APPENDIX A - Description of the City of Miami," and based
upon participation in the preparation of the Preliminary Official Statement and the
Official Statement, the City Attorney has no reason to believe such information contains
any untrue statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements made therein, in light of the circum-
stances under which they were made, not misleading, it being understood that in
rendering such opinion, the City Attorney shall not be required to express an opinion with
respect to other sections of the Official Statement and financial statements and other
financial or statistical data included under any caption or in any appendix of the Official
Statement; (4) the Official Statement has been duly authorized, executed and delivered
by the City, and the City has consented to the use of the Preliminary Official Statement
and the Official Statement by the Underwriters, (5) the adoption of the Resolution and
the authorization, execution and delivery of the Bond Purchase Agreement, Escrow
Deposit Agreement and the Series 1993 Bonds, and compliance with the provisions hereof
and thereof, will not conflict with, or constitute a breach of or default under any law,
administrative regulation, consent decree, ordinance, resolution or any agreement or other
instrument to which the City was or is subject, as the case may be, nor will such
enactment, adoption, execution, delivery, authorization 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 City, except as set forth
in the Official Statement, or under the terms of any law, administrative regulation,
ordinance, resolution or instrument except as expressly provided by the Resolution, (6)
all approvals, consents, authorizations and orders of any governmental authority or
agency having jurisdiction in any matter which would constitute a condition precedent to
the performance by the City of its obligations hereunder and under the Resolution, the
Bond Purchase Agreement and the Escrow Deposit Agreement have been obtained and
are in full force and effect, (7) the City is lawfully empowered to pledge its full faith,
credit and taxing power to the repayment of the Series 1993 Bonds, and the Series 1993
Bonds are valid, binding and enforceable, in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or
affecting the enforcement of creditors' rights generally and to the exercise of judicial
discretion in accordance with general principles of equity, (8) except as disclosed in the
Official Statement, as of the date of such opinion, there is no action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court, government agency,
public board or body (state or federal), pending or, to the knowledge of City Attorney
threatened against the City, nor is there any basis therefor, (A) affecting the corporate
existence of the City or the title to office of any officer of the City or affecting or seeking
to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 1993 Bonds or
the application of the proceeds thereof, or contesting or affecting as to the City the
validity or performance of, or in any respect relating to, the Series 1993 Bonds, the
Resolution, this Bond Purchase Agreement, the Escrow Deposit Agreement, or the pledge
of the full faith, credit and taxing power of the City or the levy, assessment or collection
of ad valorem taxes pledged to the payment of the Series 1993 Bonds, or contesting the
exclusion from gross income for federal income tax purposes of interest on the Series
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1993 Bonds, or contesting the completeness or accuracy of the Official Statement or any
supplement or amendment thereto or contesting the powers of the City or any authority
for the issuance of the Series 1993 Bonds, the adoption of the Resolution, or the
execution and delivery by the City of this Bond Purchase Agreement or the Escrow
Deposit Agreement; or (B) involving any of the property or assets under the control of
the City that involves the possibility of any judgment or uninsured liability that would
result in any material adverse change in the business, properties, assets or the condition,
financial or otherwise, of the City which could adversely affect the transactions
contemplated hereby, and (9) such other matters as Co -Bond Counsel or Co -Counsel to
the Underwriters shall reasonably request.
(c) at the Closing, the Official Statement shall not have been amended,
modified, or supplemented, except as may have been agreed to by the Underwriters;
(d) at the Closing, the Underwriters shall receive a certificate or certificates,
dated the Closing Date, signed by the Mayor or Vice Mayor, the City Manager and the Director
of Finance of the City, in form and substance satisfactory to Co -Bond Counsel, the Senior
Managing Underwriter and Co -Counsel to the Underwriters, in which such officials, to the best
of their knowledge, state: (1) that the representations and warranties of the City herein contained
are true and correct in all material respects as of the Closing, that the City has satisfied all
conditions on its part to be performed or satisfied hereunder at or prior to the Closing, and that
the information and statements with respect to the City contained in the Official Statement are
true, correct and complete in all material respects for the purposes for which such Official
Statement is to be used, and nothing has come to their attention that would lead them to believe
that such information in the Official Statement includes any untrue statement of a material fact
or omits to state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; (2) that no event affecting the City
has occurred since the date of the Official Statement which should be disclosed in the Official
Statement for the purposes for which it is to be used or which it is necessary to disclose therein
in order to make the statements and information therein not misleading in any material respect;
(3) that the financial statements and the other financial and statistical data relating to the City
included in the Official Statement are true and correct as of the date of such certificate; (4) that
no obligations issued or guaranteed by the City are in default as to payment of principal or
interest or have been in default as to payment of principal or interest at any time after December
31, 1975;
(e) at the Closing, the Underwriters shall receive a copy of the Resolution
certified by the City Clerk or Deputy Clerk of the City as a true and correct copy of the original
thereof, as currently in full force and effect and as not having been otherwise amended since its
adoption, except as provided herein;
(f) at the Closing, the Underwriters shall receive a copy of the executed Bond
Policy from the Bond Insurer guaranteeing the scheduled payment of the principal of and interest,
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when due, on the Series 1993 Bonds, consistent with the description of such policy in the Official
Statement;
(g) at the Closing, the Underwriters shall receive an opinion of counsel to the
Bond Insurer, dated the Closing Date and addressed to the Underwriters, to the effect that (1)
the Bond Insurer is a stock insurance corporation validly existing and in good standing under the
laws of the State of and qualified to do business therein and is licensed and authorized
to issue its Bond Policy under the laws of the State of Florida; (2) the Bond Policy is valid and
binding upon the Bond Insurer and enforceable in accordance with its terms, subject to applicable
laws affecting creditors' rights generally; (3) the Bond Insurer, as an insurance company, is not
eligible for relief under the federal bankruptcy laws; any proceedings for the liquidation,
conservation or rehabilitation of the Bond Insurer would be governed by the provisions of the
insurance law of the State of ; and (4) the statements described in the Official Statement
relating to the Bond Insurer and the Bond Policy accurately and fairly present the summary
information set forth therein and do not omit any material fact with respect to the description of
the Bond Insurer relative to the material terms of the Bond Policy or the ability of the Bond
Insurer to meet its obligations under the Bond Policy.
(h) at the Closing, the Underwriters shall receive a report in form and
substance satisfactory to the Senior Managing Underwriter and Co -Counsel to the Underwriters,
dated the Closing Date from , independent certified public accountants,
verifying the accuracy of (1) the mathematical computations of the adequacy of the maturing
principal amounts and interest of the Government Obligations held under the Escrow Deposit
Agreement to pay, when due, the principal of, redemption premium, if any, and interest on the
Refunded Bonds and to redeem the Refunded Bonds, (2) schedules furnished to such firms
showing the outstanding principal amount, interest rates and redemption provisions of the`
Refunded Bonds (such schedules to be verified by review of the original source documents), and
(3) the mathematical computations supporting the conclusion that the Series 1993 Bonds are not
"arbitrage bonds" under Sections 103(b) and 148 of the Internal Revenue Code of 1986, and the
regulations prescribed or proposed thereunder;
(i) at the Closing, the Underwriters shall receive a letter from Deloitte &
Touche, independent certified public accountants, addressed to the City, dated the Closing Date,
to the effect that they consent to the inclusion of the audited financial statement for fiscal year
1991-1992, or their most recent financial statement, as the case may be, of the City in the
Preliminary Official Statement and the Official Statement and to the references made to them in
the Preliminary Official Statement and the Official Statement;
[0) at the Closing, the Underwriters shall receive a comfort letter from Deloitte
& Touche, independent certified public accountants, addressed to the City to the effect that they
have performed certain procedures with respect to the period from September 30, 1992, through
a date not earlier than five days prior to the Closing Date and that on the basis thereof, nothing
came to their attention that indicates that there has occurred any changes in the long term debt
of any of the funds or account groups of the City, other than as disclosed in the Official
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Statement or as occasioned by repayments of such indebtedness, and except for the changes dis-
closed in "Appendix B - Financial Section of the Comprehensive Annual Financial Report of the
City for the Fiscal Year ended September 30, 1992" included in the Official Statement or that
there were any decreases, as compared with the corresponding period in the preceding year, in
revenues of the various governmental funds of the City, except in all instances for decreases that
the Official Statement discloses have occurred or may occur;]
(k) at the Closing, the Underwriters shall receive an opinion of counsel to the
Escrow Agent or a certificate of an officer of the Escrow Agent, dated the date of Closing and
addressed to the Underwriters, to the effect that (1) the Escrow Agent is duly incorporated and
validly existing in good standing under the laws of the United States of America as a national
banking association, with full power and authority (corporate and other) to conduct its business
and affairs as Escrow Agent, (2) the Escrow Agent has full right, power and authority to enter
into the Escrow Deposit Agreement and to perform its obligations under, and carry out and
consummate all of the transactions contemplated by the Escrow Deposit Agreement, (3) the
Escrow Deposit Agreement has been duly authorized, executed and delivered by, the Escrow
Agent, and assuming the due authorization, execution and delivery by the City of such
instrument, the Escrow Deposit Agreement constitutes a legal, valid and binding obligation of
the Escrow Agent enforceable in accordance with its terms, and (4) the execution and delivery
by the Escrow Agent of the Escrow Deposit Agreement is not, and the performance of its
obligations thereunder will not be, inconsistent with its charter or bylaws, do not and will not
contravene any law, governmental rule or regulation, judgment or order applicable to it, and
does not and will not contravene any provision of, or constitute a default under, any indenture,
mortgage, contract or other instrument to which it is a party or by which it is bound or require
the consent or approval of, the giving of notice to, the registration with or the taking of any
action in respect of or by, any governmental authority or agency of the United States or the State'
of Florida, or any subdivision or agency thereof, except such as have been obtained, given or
accomplished;
(1) at the Closing, the Underwriters shall receive letters from Moody's
Investors Service and Standard & Poor's Corporation confirming that they have rated the Series
1993 Bonds "Aaa" and "AAA", respectively, and that such ratings are in effect on the date of
Closing;
(m) at the Closing, the Underwriters shall receive two copies of the Official
Statement executed by a duly authorized officer of the City;
(n) At the Closing, the Underwriters shall receive a copy of a certificate
required by Section of the Resolution certified by a duly authorized clerk of the City;
(o) at the Closing, the Underwriters shall receive at least two transcripts of the
proceedings relating to the authorization and issuance of the Series 1993 Bonds that shall include
certified or executed copies of the Resolution;
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(p) the representations and warranties of the City contained in Section 5 hereof
shall be true on and as of the Closing Date with the same effect as if such representations and
warranties had been made on and as of the Closing Date and the City shall not be in default
under this Bond Purchase Agreement;
(q) at the Closing, the Underwriters shall receive such additional legal
opinions, certificates (including such certificates as may be required by regulations of the Internal
Revenue Service in order to establish the exclusion from income, for federal income tax
purposes, of the interest on the Series 1993 Bonds, which certificates shall be satisfactory in form
and substance to Co -Bond Counsel) and other evidence as the Senior Managing Underwriter,
Co -Bond Counsel, or Co -Counsel to the Underwriters may reasonably deem necessary, provided
such additional legal opinions, certificates and other evidence is requested by the Senior
Managing Underwriter at least two business days before the Closing;
If between the date of this Bond Purchase Agreement and the date of the Closing,
an Event Requiring Notification shall have occurred, the City shall have notified the Senior
Managing Underwriter as set forth in Section 2 hereof and furnished any documents required to
be furnished by Section 2 hereof.
The foregoing opinions, certificates and other evidence shall be in form and
substance satisfactory to the Senior Managing Underwriter.
If the City shall be unable to satisfy the conditions to the obligations of the
Underwriters contained in this Bond Purchase Agreement, or if the obligations of the
Underwriters shall be terminated for any reason permitted by this Bond Purchase Agreement, this s
Bond Purchase Agreement shall terminate and neither the Underwriters nor the City shall be'
under any further obligation hereunder, except as provided in Section 7 hereof and except that
the Good Faith Check shall be returned to the Senior Managing Underwriter by the City.
7. Termination of Bond Purchase Agreement. The Senior Managing Underwriter
may terminate this Bond Purchase Agreement, without liability therefor, by written notification
to the City, if at any time subsequent to the date of this Bond Purchase Agreement and at or
prior to the Closing:
(a) the marketability of the Series 1993 Bonds or the market price thereof, in
the opinion of the Senior Managing Underwriter, has been materially adversely affected by an
amendment to the Constitution of the United States or by any legislation (other than any actions
taken by either House of Congress on or prior to the date hereof) (i) enacted or adopted by the
United States, (ii) recommended to the Congress or otherwise endorsed for passage, by press
release, other form of notice or otherwise, by the President of the United States, the Chairman
or ranking minority member of the Committee on Finance of the United States Senate or the
Committee on Ways and Means of the United States House of Representatives, the Treasury
Department of the United States or the Internal Revenue Service, or (iii) favorably reported out
of the appropriate Committee for passage to either House of the Congress by any full Committee
93- 481
of such House to which such legislation has been referred for consideration, or by any decision
of any court of the United States or by any order, rule or regulation (final, temporary or
proposed) on behalf of the Treasury Department of the United States, the Internal Revenue
Service or any other authority or regulatory body of the United States, or by a release or
announcement or communication issued or sent by the Treasury Department or the Internal
Revenue Service of the United States, or any comparable legislative, judicial or administrative
development affecting the federal tax status of the City, its property or income, obligations of
the general character of the Series 1993 Bonds, as contemplated hereby, or the interest thereon,
or any tax exemption; or
(b) any legislation, rule, or regulations shall be introduced in, or be enacted
or adopted by any department or agency in 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 Senior Managing Underwriter, materially adversely affects the market for the
Series 1993 Bonds or the sale, at the contemplated offering prices, by the Underwriters of the
Series 1993 Bonds to be purchased by them; or
(c) any amendment to the Official Statement is proposed by the City or deemed
necessary by Co -Bond Counsel, or the Senior Managing Underwriter which, in the reasonable
opinion of the Senior Managing Underwriter, materially adversely affects the market for the
Series 1993 Bonds or the sale, at the contemplated offering prices, by the Underwriters of the
Series 1993 Bonds to be purchased by them; or
(d) a national or international calamity or crisis shall have occurred or escalated
which, in the sole opinion of the Senior Managing Underwriter adversely affects the market for
the Series 1993 Bonds or the sale, at the contemplated offering prices, by the Underwriters of
the Series 1993. Bonds to be purchased by them; or
(e) legislation shall be enacted or adopted, or any action shall be taken by, or
on behalf of, the Securities and Exchange Commission which, in the reasonable opinion of
Co -Counsel to the Underwriters, has the effect of requiring the contemplated distribution of the
Series 1993 Bonds to be registered under the Securities Act of 1933, as amended, or the
Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or any laws
analogous thereto relating to governmental bodies, and compliance therewith cannot be
accomplished prior to the Closing; or
(f) legislation shall be introduced by amendment or otherwise in or be enacted
by, the House of Representatives or the Senate of the Congress of the United States, or a
decision by a Court of the United States of America shall be rendered, or a stop order, ruling,
release, regulation, official statement or no -action letter by or on behalf of the Securities and
Exchange Commission or any other governmental agency having jurisdiction of the subject matter
of the Series 1993 Bonds shall have been proposed, issued or made (which is beyond the control
of the Senior Managing Underwriter or the City to prevent or avoid) to the effect that the
issuance, offering or sale of the Series 1993 Bonds, including all the underlying obligations as
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contemplated hereby or by the Official Statement, or any document relating to the issuance,
offering or sale of the Series 1993 Bonds is or would be in violation of any of the federal
securities laws at Closing, including the Securities Act of 1933, as amended and then in effect,
the Securities Exchange Act of 1934, as amended and then in effect, or the Trust Indenture Act
of 1939, as amended and then in effect, or with the purpose or effect of otherwise prohibiting
the offering and sale of obligations of the general character of the Series 1993 Bonds, or the
Series 1993 Bonds, as contemplated hereby; or
(g) there shall have occurred, after the signing hereof, either a financial crisis
or a default with respect to the debt obligations of the City or proceedings under the federal or
State of Florida bankruptcy laws shall have been instituted by the City, in either case the effect
of which, in the reasonable judgment of the Senior Managing Underwriter, is such as to
materially and adversely affect (i) the market price or the marketability of the Series 1993 Bonds,
or (ii) the ability of the Underwriters to enforce contracts for the sale of the Series 1993 Bonds;
or
(h) a general banking moratorium shall have been declared by the United
States, New York or Florida authorities, which in the reasonable opinion of the Senior Managing
Underwriter, materially adversely affects the market for the Series 1993 Bonds or the sale, at the
contemplated offering prices, by the Underwriters of the Series 1993 Bonds to be purchased by
them; or
(i) any national securities exchange, or any governmental authority, shall
impose, as to the Series 1993 Bonds or obligations of the general character of the Series 1993
Bonds any material restrictions not now in force, or increase materially those now in force, with,
respect to the extension of credit by, or the charge to the net capital requirements of the'
Underwriters, or the establishment of material restrictions upon trading of securities, including
limited or minimum prices, by any governmental authority or by any national securities
exchange; or
(j) legal action shall have been filed against the City wherein an adverse ruling
would adversely affect the transactions contemplated hereby or by the Official Statement or the
validity of the Series 1993 Bonds, the Resolution, this Bond Purchase Agreement, or the Escrow
Deposit Agreement; provided, however, that as to any such litigation, the City may request and
the Senior Managing Underwriter may accept an opinion by Co -Bond Counsel, or of other
counsel acceptable to the Senior Managing Underwriter, that in such counsel's opinion the issues
raised by any such litigation or proceeding are without substance or that the contentions of any
plaintiffs therein are without merit; or
(k) the rating of any of the Series 1993 Bonds shall have been downgraded
below "AAA" by Standard & Poor's Corporation or "Aaa" by Moody's Investors Service after
the date hereof, the effect of which, in the opinion of the Senior Managing Underwriter, is to
affect materially and adversely the market prices of the Series 1993 Bonds or trading in any
securities of the City shall have been suspended on any national securities exchange; or any
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proceeding shall be pending or threatened by the Securities and Exchange Commission against
the City; or a general suspension of trading on the New York Stock Exchange or the American
Stock Exchange or other national securities exchange; or
(1) any information shall have become known which, in the Senior Managing
Underwriter's reasonable opinion, makes untrue, incorrect or misleading in any material respect
any statement or information contained in the Official Statement, as the information contained
therein has been supplemented or amended by other information, as of the date furnished or
supplied to the Underwriters and until the end of the Disclosure Period thereafter, or causes the
Official Statement, as so supplemented or amended, to contain an untrue, incorrect or misleading
statement of a material fact or to omit to state a material fact required or necessary to be stated
therein in order to make the statements made therein, in light of the circumstances under which
they were made, not misleading and upon the receipt of notice of same by the City, the City fails
to promptly amend or supplement the Official Statement in a manner which is reasonably
acceptable in form and content to the Senior Managing Underwriter; or
(m) an event occurs as a result of which the Official Statement, as then
amended or supplemented, would include an untrue statement of a material fact or omit to state
any material fact which is required or necessary to be stated therein in order to make the
statements made therein, in the light of the circumstances under which they were made, not
misleading which, in the opinion of the Senior Managing Underwriter, requires an amendment
or supplement to the Official Statement and, in the reasonable opinion of the Senior Managing
Underwriter, materially adversely affects the marketability of the Series 1993 Bonds or the
contemplated offering prices thereof and upon the receipt of notice by the City, the City fails to
promptly amend or supplement the Official Statement in a manner which is reasonably acceptable
in form and content to the Senior Managing Underwriter.
8. Expenses.
(a) The City agrees to pay all expenses incident to the performance of its
obligations hereunder, including, but not limited to, (i) the cost of the preparation, printing or
other reproduction (for distribution prior to, on, or after the date of acceptance of this Bond
Purchase Agreement) of copies of the Official Statement and Preliminary Official Statement, as
provided herein, (ii) charges made by rating agencies for the rating of the Series 1993 Bonds,
(iii) the fees and disbursements of Co -Bond Counsel, the Financial Advisor, the Fiscal Agent,
the Escrow Agent and of any other experts or consultants retained by the City and (iv) the cost
of any consent letters delivered by the City's accountants or consultants.
(b) The Underwriters shall pay all expenses incident to their performance
hereunder, including, but not limited to, (i) the cost of delivering the Series 1993 Bonds from
New York, New York, to the purchasers thereof, (ii) the fees and disbursements of Co -Counsel
to the Underwriters, and (iii) all other expenses incurred by them or any of them in connection
with their offering and distribution of the Series 1993 Bonds and for the preparation, printing
and separate distribution, if any, of the Blue Sky memoranda and legal investment surveys.
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(c) In the event either the City or the Underwriters shall have paid obligations
of the other as set forth in this Section, appropriate reimbursements and adjustments shall be
made.
[9. Escrow Deposit Agreement
The Underwriters hereby agree to sell the Government Obligations identified on Schedule
V hereof (the "Initial Escrow Securities") to the Escrow Agent for the account of the City, for
settlement delivery on the Closing Date, and for deposit with the Escrow Agent under the
Escrow Deposit Agreement.
If the Underwriters are unable to deliver any or all of the Initial Escrow Securities, the
Underwriters may deliver, and the City shall accept, or shall direct the Escrow Agent to accept
in substitution for any or all of the Initial Escrow Securities an equal or greater principal amount
of an earlier maturity of Government Obligations which provide payments of principal and
interest to be received at the same time or earlier and in amounts equal to or greater than the
corresponding payments that would have been received on the Initial Escrow Securities for which
the substitution is made (the "Substitute Securities"), the principal of and interest on which,
together with the principal and interest on the other Authorized Investments and any cash balance
to be held by the Escrow Agent under the Escrow Deposit Agreement, will meet the
requirements for payment of all principal of and interest on the Refunded Bonds when due in
accordance with the terms of the Resolution and the Escrow Deposit Agreement.]
10. Truth in Bonding Statement
The following truth -in -bonding statement prepared pursuant to Section 218.385, Florida
Statutes, is for. informational purposes only and shall not alter or control the actual terms and
conditions of the debt or obligations.
The City is proposing to issue $ of its General Obligation Refunding
Bonds, Series 1993 for the purpose of refunding certain General Obligation Bonds referred to
as the Refunded Bonds herein. This debt or obligation is expected to be repaid over a period of
( ) years. At a forecasted interest rate of —%, total interest paid over the life of the
debt or obligation will be $
The Series 1993 Bonds are general obligations of the City for which its full faith, credit
and taxing power have been irrevocably pledged. Authorizing this debt or obligation will result
in a reduction of the City's an amount of ad valorem revenues being able to finance the other
services of the City each year for _ years.
11. Miscellaneous.
(a) All notices, demands and formal actions hereunder shall be in writing and
mailed, telegraphed, or delivered to:
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The Underwriters:
The First Boston Corporation
Park Avenue Plaza, 37th Floor
55 East 52nd Street
New York, New York 10055
Attention: D. Jeffrey Penney
The City:
The City of Miami
Department of Finance
300 Biscayne Boulevard Way, Suite 210
Miami, Florida 33131
Attention: Finance Director
(or such other addresses as may be designed in writing to the other party).
(b) This Bond Purchase Agreement will inure to the benefit of and be binding
upon the parties and their successors and assigns, and will not confer any rights upon any other
person. The terms "successors" and "assigns" shall not include any purchaser of any of the
Series 1993 Bonds from the Underwriters merely because of such purchase.
(c) All the representations, warranties, covenants and agreements of the City
in this Bond Purchase Agreement shall remain operative and in full force and effect as if made
on the date hereof and the date of Closing, regardless of (i) any investigation made by or on
behalf of any of the Underwriters, or (ii) delivery of and any payment for the Series 1993 Bonds
hereunder.
(d) The agreements contained in Sections 3 and Y thereof shall survive any
termination of this Bond Purchase Agreement.
(e) Section headings have been inserted in this Bond Purchase Agreement as'
a matter of convenience of reference only, and it is agreed that such section headings are not a
part of this Bond Purchase Agreement and will not be used in the interpretation of any provisions
of this Bond Purchase Agreement.
(0 If any provision of this Bond Purchase Agreement shall be held or deemed
to be, or shall in fact be, invalid, inoperative or unenforceable as applied in any particular case
in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions
of any constitution, statute, or rule of public policy, or for any other reasons, such circumstances
shall not have the effect of rendering the provision in question invalid, inoperative or
unenforceable in any other case or circumstances, or of rendering any other provision or
provisions of this Bond Purchase Agreement invalid, inoperative or unenforceable to any extent
whatever.
(g) This Bond Purchase Agreement may be executed 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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(h) This Bond Purchase Agreement shall be governed by and construed in
accordance with the laws of the State of Florida.
(i) This Bond Purchase Agreement shall become effective upon the execution
by the appropriate City officials of the acceptance hereof by the City and shall be valid and
enforceable at the time of such acceptance.
The First Boston Corporation
By:
Accepted as of the date
first above written:
THE CITY OF MIAMI, FLORIDA
[SEAL] By:
Attest: Clerk
Approved as to form:
BY:
City Attorney
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City Manager
93- 481
Aggregate Principal Amount:
Dated as of , 1993
SCHEDULEI
BOND TERMS
Due: , as shown below
Maturities and Interest Schedule
$ Serial Bonds
Principal Interest Price Principal Interest Price
Year Amounts Rates or Yield Year Amoun Rates r4 Yield
$ _% Term Bonds due , Price %
(Accrued interest from , 1993 to be added)
First Interest Payment Date: 1993
Optional Redemption Provisions:
t
Redemption Dates (dates uutusive) Redemption Price
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Mandatory Redemption
Net To City at Closing
Face Amount
Less: Original Issue Discount
Less: Underwriters Discount
Plus: Accrued Interest
Net to City at Closing
Schedule I-2
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SCHEDULE II
DISCLOSURE LETTER
Honorable Mayor and Members
of the City Commission of
The City of Miami, Florida
3006 Pan American Drive
Miami, Florida 33133
Re: $ THE CITY OF MIAMI, FLORIDA
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1993
Ladies and Gentlemen:
Pursuant to Section 218.385, Florida Statutes, and in reference to the issuance of the
above -referenced bonds (the "Bonds"), The First Boston Corporation (the "Senior Managing
Underwriter"), acting on behalf of itself and First Equity Corporation of Florida, Artemis Capital
Group, Inc., Pryor, McClendon, Counts & Co. and Samuel A. Ramirez & Co., Inc.
(collectively with the Senior Managing Underwriter, the "Underwriters") as named in the Bond
Purchase Agreement (the "Bond Purchase Agreement"), dated , 1993, by and among
the Underwriters and The City of Miami (the "City"), hereby makes the following disclosures
to the City.
The Underwriters are acting as investment bankers to the City for the public offering of(
its General Obligation Refunding Bonds, Series 1993, issued in the aggregate principal amount
of $ (the "Bonds").
1. Expenses estimated to be incurred by the Underwriters in connection with the
issuance of the Bonds:
Co -Underwriters' Counsel Fees and Expenses
Fed funds
Day loan
MSRB/PSA
SPC Processing/clearing
DTC Cusip
Munifacts
Travel
Communications/computer misc.
Total
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2. Names, addresses and estimated amounts of compensation of any person who is
not regularly employed by, or not a partner or officer of, an underwriter, bank, banker or
financial consultant or advisor and who enters into an understanding with either the City or the
Underwriters, directly, expressly or impliedly, to act solely as an intermediary between the City
and the Underwriters for the purpose of influencing any transaction in the purchase of the Bonds:
3. The amount of underwriting spread expected to be realized:
Risk $_/ 1000
Average Takedown / 1000
Management fee charged by the Underwriters / 1000
Expenses �/1000
Total: _/ 1000
4. Any other fee, bonus and other compensation estimated to be paid by the
Underwriters in connection with the Bonds to any person not regularly employed or retained by
the Underwriters:
5. The name and address of the Underwriters connected with the Bonds:
See attached list
Very truly yours,
The First Boston Corporation
As Senior Managing Underwriter acting on behalf of the Underwriters, including itself
Schedule II-2 9 3_ 481
NAMES AND ADDRESSES OF THE UNDERWRITERS
The First Boston Corporation
200 South Biscayne Boulevard
Suite 2940
Miami, Florida 33131-2307
First Equity Corporation of Florida
1400 Miami Center
201 South Biscayne Boulevard
Miami, Florida 33131
Artemis Capital Group, Inc.
One Boca Place, Ste 319A
2255 GIades Road
Boca Raton, Florida 33431
Pryor, McClendon, Counts & Co., Inc.
2875 N.E. 191 Street, Suite 904
North Miami Beach, Florida 33180
Samuel A. Ramirez & Co., Inc.
61 Broadway, Suite 2924
New York, New York 10006
Schedule II-3 g 3- 481
SCHEDULE I[I
SWORN STATEMENT UNDER SECTION 287.133(3)(a),
FLORIDA STATUTES ON PUBLIC ENTITY CRIMES
THIS FORM MUST BE SIGNED IN THE PRESENCE OF A NOTARY PUBLIC OR OTHER OFFICER AUTHORIZED TO ADMINISTER
OATHS.
This sworn statement is submitted with Bid, Proposal or Contract No.
for
2. This sworn statement is submitted
(name of entity submitting sworn statement)
whose business address is
(If applicable) its Federal Employer Identification Number (FEIN) is
(If the entity has no FEIN, include the Social Security Number of the individual signing this sworn
statement:
3. My name
(please print name of individual signing)
entity named above is
and
my relationship to the
4. 1 understand that a "public entity crime' as defined in Paragraph 287.133(1)(g), Florida Statutes, means a violation of any state or
federal law by a person with respect to and directly related to the transaction of business with any public entity or with an agency
or political subdivision of any other state or with the United States, including, but not limited to, any bid or contract for goods or
services to be provided to any public entity or an agency or political subdivision of any other state or of the United States and
involving antitrust, fraud, theft, bribery, collusion, racketeering, conspiracy, or material misrepresentation.
S. I understand the "convicted' or "conviction" as defined in Paragraph 287.133(1)(b), Florida Statutes, means a finding of guilt or a
conviction of a public entity crime, with or without an adjudication of guilt, in any federal or state trial court of record relating to
charges brought by indictment or information after July 1, 1989, as a result of a jury verdict, nonjury trial, or entry of a plea of
guilty or nolo contendere.
6. 1 understand that an "affiliate' as defined in Paragraph 287.133(1)(a), Florida Statutes means:
1. A predecessor or successor of a person convicted of a public entity crime; or
2. An entity under the control of any natural person who is active in the management of the entity and who has been convicted of
a public entity crime. The term "affiliate" includes those officers, directors, executives, partners, shareholders, employees, members,
and agents who are active in the management of an affiliate. The ownership by one person of shares constituting a controlling
interest in another person, or a pooling of equipment or income among persons when not for fair market value under an arm's length
agreement, shall be a prime facie case that one person controls another person. A person who knowingly enters into it joint venture
with a person who has been convicted of a public entity crime in Florida during the proceeding 36 months shall be considered an
affiliate.
7. 1 understand that a "person" as defined in Paragraph 287.133(1)(e), Florida Statutes, means any natural person or entity organized
under the laws of any state or of the United States with the legal power to enter into a binding contract and which bids or applies
to bid on contracts for the provision of goods or services let by a public entity, or which otherwise transacts or applies to transact
business with a public entity. The term "person" includes those officers, directors, executives, partners, shareholders, employees,
members, and agents who are active in management of an entity.
8. Based on information and belief, the statement which 1 have marked below is true in relation to the entity submitting this sworn
statement. (Please indicate which statement applies).
93- 481
Neither the entity submitting this Sworn statement, nor any officers, directors, executives, partners, shareholders, employees,
members, or agents who are active in management of the entity, nor any affiliate of the entity have been charged with and convicted
of a public entity crime subsequent to July 1, 1989.
The entity submitting this sworn statement, or one or more of the officers, directors, executive partners, shareholders,
employees, members, or agents who are active in management of the entity, or an affiliate of the entity has been charged with and
convicted of a public entity crime subsequent to July 1, 1989, AND (Please indicate which additional statement applies).
There has been a proceeding concerning the conviction before a hearing officer of the State of Florida, Division of
Administrative Hearings. The final order entered by the hearing officer did not place the person or affiliate on the convicted vendor
list. (Please attach a copy of the final order.)
The person or affiliate was placed on the convicted vendor list. There has been a subsequent proceeding before a hearing
officer of the State of Florida, Division of Administrative Hearings. The final order entered by the hearing officer determined that
it was in the public interest to remove the person or affiliate from the convicted vendor list. (Please attach a copy of the final order).
The person or affiliate has not been placed on the convicted vendor list. (Please describe any action taken by or pending with
the Department of General Services).
STATE OF
City OF,
(signature)
Date:
PERSONALLY APPEARED BEFORE ME, the undersigned authority,
who, after first being sworn by me, affixed his/her signature in the space provided
above on this day of , 19
My commission expires:
Form PUR 7068 (Rev. 11/89)
NOTARY PUBLIC
93- 481
SCHEDULE IV
93- 481
OFFICIAL STATEMENT
EXHIBIT A
93- 481
EXHIBIT "B"
THIS ESCROW DEPOSIT
1993, by and between The City
"Escrow Agent").
AGREEMENT is dated ,
of Miami, Florida (the "City") and
Florida, as Escrow Agent (the
WHEREAS, The City has previously authorized and issued
its general obligation bonds (the "Outstanding Obligations"),
which mature in the amounts and on the dates and bear interest,
all as more particularly described in Schedule A attached to, and
made a part of, this Agreement; and
WHEREAS, the City desires to refund and defease the
Outstanding Obligations; and
WHEREAS, pursuant to the terms of a Resolution adopted
by the City on [ 1993 (the "Resolution"), the City has
authorized the issuance of its City of Miami General Obligation
Refunding Bonds, Series 1993 (the "Bonds"), a portion of the
proceeds of which is to be deposited with the Escrow Agent to
provide, together with other available moneys, and investment
earnings thereon, for the advance refunding and defeasance of the
Outstanding Obligations through the purchase of Governmentt
Obligations (as such term is hereinafter defined), which will
mature and produce investment income and earnings at such times
and in such amounts, as will be sufficient to pay when due, upon
the maturity or redemption thereof the principal of, redemption
premium, if any, and interest on the Outstanding Obligations; and
WHEREAS, in order to provide for the proper and timely
application of the moneys deposited with the Escrow Agent along
with, the maturing principal amount of the Government Obligations
purchased with such monies, and investment income and earnings
derived therefrom to the payment of the Outstanding Obligations,
it is necessary for the City to enter into this Agreement with
the Escrow Agent;
NOW, THEREFORE, the City, in consideration of the
foregoing and the mutual covenants herein set forth and in order
to secure the payment of the principal of, redemption premium, if
any, and interest on all of the Outstanding Obligations according
to their tenor and effect, does by these presents hereby grant,
warrant, remise, release, convey, assign, transfer, alien,
pledge, set over and confirm unto the Escrow Agent and to its
successors in the trust hereby created, and to it and its assigns
forever, all and singular the property hereinafter described, to
wit:
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DIVISION I
All right, title and interest in and to $[_,000,000.00
deposited with the Escrow Agent and derived from the proceeds of
the Bonds upon issuance and delivery of the Bonds and execution
of and delivery of this Agreement and $[ ] deposited
with the Escrow Agent and derived from other available moneys
provided by the City.
DIVISION II
All right, title and interest in and to the Government
Obligations described in Schedule B attached hereto and made a
part hereof, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature
from time to time hereafter, by delivery or by writing of any
kind, conveyed, pledged, assigned or transferred as and for
additional security hereunder by the City or by anyone in its
behalf to the Escrow Agent for the benefit of the Outstanding
Obligations.
DIVISION IV
All property which is by the express provisions of this
Agreement required to be subject to the pledge hereof and any
additional Property that may, from time to time hereafter, by
delivery or by writing of any kind, by the City or by anyone int
its behalf, be subject to the pledge hereof.
TO HAVE TO HOLD, all and singular the Trust Estate (as
such term is hereinafter defined), including all additional
property which by the terms hereof has or may become subject to
the encumbrances of this Agreement, unto the Escrow Agent, and
its successors and assigns, forever in trust, however, for the
benefit and security of the holders from time to time of the
Outstanding Obligations, but if the principal of, redemption
premium, if any, and interest on all of the Outstanding
Obligations shall be fully and promptly paid when due, upon the
maturity or redemption thereof, in accordance with the terms
thereof, then this Agreement shall be and become void and of no
further force and effect; otherwise the same shall remain in full
force and effect; and upon the trusts and subject to the
covenants and conditions hereinafter set forth.
ARTICLE I
DEFINITIONS
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93- 481
Section 1.01. In addition to words and terms elsewhere
defined in this Agreement, the following words and terms as used
in this Agreement shall have the following meanings, unless some
other meaning is plainly intended. Capitalized terms not
otherwise defined in this Agreement shall have the meanings set
forth in the Resolution.
"Government Obligations" shall mean non -callable direct
obligations of the United States of America, or obligations which
are fully and unconditionally guaranteed in the United States of
America, provided, that the full faith and credit of the United
States of America has been pledged to such direct obligation or
guarantee.
"Trust Estate", "trust estate" or "pledged property"
shall mean the property, rights and interests described or
referred to under Divisions I, II, III and IV, above.
Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter
genders. Words importing the singular number shall include the
plural number and vice versa unless the context shall otherwise
indicate. The word "person" shall include corporations,
associations, natural persons and public bodies unless the
context shall otherwise indicate. Reference to a person other
than a natural person shall include its successors.
ARTICLE II
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;
FLOW OF FUNDS
Section 2.01. Creation and Funding of Escrow Deposit
Trust Fund. There is hereby created and established with the
Escrow Agent a special and irrevocable trust fund designated the
"City of Miami General Obligation Refunding Bonds, Series 1993
Escrow Deposit Trust Fund (the "Escrow Deposit Trust Fund"), to
be held by the Escrow Agent and accounted for separate and apart
from other funds of the City and of the Escrow Agent.
Concurrently with the delivery of this Agreement, the
City deposits or will cause to be deposited with the Escrow Agent
and the Escrow Agent acknowledges receipt of immediately
available moneys for deposit in the Escrow Deposit Trust Fund in
the amount of $ [_, 0 ] , consisting of $ [_, ,_]
from the proceeds of the Bonds and $[ , ] in other
available moneys provided by the City which, when invested in
Government Obligations will provide moneys sufficient to pay the
principal of, redemption premium, if any, and interest on the
Outstanding Obligations, when due and payable, whether at
maturity or upon their redemption, as more particularly described
in Schedule C attached to, and made a part of, this Agreement.
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93- 481
Section 2.02. Payment of Outstanding Qbligations. The
Bond Proceeds and other available moneys received by the Escrow
Agent will be sufficient to purchase $[_ , , ._] par amount
of Government Obligations, all as listed in Schedule B attached
to, and made a part of, this Agreement, which will mature in
principal amounts and earn income at such times, all as described
in Schedule B, so that sufficient moneys will be available to
pay, as the same mature or are redeemed and become due, all
principal of, redemption premium, if any, and interest on the
Outstanding Obligations. Notwithstanding the foregoing, if the
amounts deposited in the Escrow Deposit Trust Fund are
insufficient to make said payments of premium, if any and
redemption interest, the City shall deposit into the Escrow
Deposit Trust Fund the amount of any deficiency immediately upon
notice from the Escrow Agent.
Section 2.03. Irrevocable Trust Created. The deposit
of moneys and Government Obligations or other property hereunder
in the Escrow Deposit Trust Fund shall constitute an irrevocable
deposit of said moneys and Government Obligations and other
property hereunder for the benefit of the holders of the
Outstanding Obligations, subject to the provisions of this
Agreement. The holders of the Outstanding Obligations shall,
subject to the provisions of this Agreement, have an express lien
on all moneys and principal of and earnings on the Government
Obligations and other property in the, Escrow Deposit Trust Fund.
The moneys deposited in the Escrow Deposit Trust Fund and the
matured principal of the Government Obligations and other
property hereunder and the interest thereon shall be held in
trust by the Escrow Agent, and shall be transferred in the,
necessary amounts as hereinafter set forth, to the Paying Agent
(as defined in the Resolution) for the Outstanding Obligations
for the payment of the principal of, redemption premium, if any,
and interest on the Outstanding Obligations as the same become
due and payable, whether at maturity or upon the redemption
thereof, as more specifically set forth in Schedule C hereto.
Section 2.04. Purchase of Government Obligations. The
Escrow Agent is hereby directed immediately to purchase the
Government Obligations listed on Schedule B, [Part I, with the
proceeds of the Bonds described in Section 2.01 hereof and the
Government Obligations listed on Schedule B, Part II, with the
other available moneys described in Section 2.01 hereof.] The
Escrow Agent shall purchase the Government Obligations solely
from the moneys deposited in the Escrow Deposit Trust Fund as
provided in Sections 2.01 and 2.02 hereof. The Escrow Agent
shall apply the moneys deposited in the Escrow Deposit Trust Fund
and the Government Obligations purchased with such moneys,
together with all income or earnings in accordance with the
provisions of this Agreement. The Escrow Agent shall have no
power or duty to invest any moneys held hereunder or to take
substitutions of the Government Obligations held hereunder or to
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93- 481
sell, transfer or otherwise dispose of the Government Obligations
held hereunder except as provided in this Agreement.
Section 2.05. Substitution of Certain GovernMeen._t
(a) If so directed by the City on the date of delivery
of this Agreement, the Escrow Agent shall accept in substitution
for all or a portion of the Government Obligations listed in
Schedule B, Government Obligations (the "Substituted
Securities"), the principal of and interest on which, together
with any Government Obligations listed in Schedule B for which no
Substitution is made and moneys held uninvested by the Escrow
Agent, will meet the requirements of payment of all principal of,
redemption premium, if any, and interest on the Outstanding
Obligations as set forth in Schedule C hereof. The foregoing
notwithstanding, the substitution of Substituted Securities for
any of the Government Obligations listed in Schedule B may be
effected only upon compliance with Section 2.05(b) (1) and (2)
below.
(b) If so directed by the City at any time during the
term of this Agreement, the Escrow Agent shall sell, transfer,
exchange or otherwise dispose of, or request the redemption of,
all or a portion of the Government Obligations then held in the
Escrow Deposit Trust Fund and shall substitute for such
Government Obligations other Government Obligations, designated
by the City, and acquired by the Escrow Agent with the proceeds
derived from the sale, transfer, disposition or redemption of or
by the exchange of, such Government Obligations held in thet
Escrow Deposit Trust Fund, but only upon the receipt by the
Escrow Agent of:
(1) an opinion of nationally recognized counsel
in the, field of law relating to municipal bonds stating that
such substitution will not adversely affect the exclusion from
gross income for federal income tax purposes of interest on the
Outstanding Obligations and the Bonds and is not inconsistent
with the statutes and regulations applicable to the Outstanding
Obligations and the Bonds; and
(2) verification from an independent certified
public accountant stating that the principal of and interest on
the substituted Government Obligations, together with any
Government Obligations and any uninvested moneys remaining in the
Escrow Deposit Trust Fund will be sufficient, without
reinvestment, to pay the remaining principal of, redemption
premium, if any, and interest on the Outstanding Obligations as
set forth in Schedule C hereof.
Any moneys resulting from the salel transfer,
disposition or redemption of the Government Obligations held
-5-
93- 481
hereunder and the substitution therefor of other Government
Obligations not necessary for the payment of such principal of,
redemption premium, if any, and interest on the Outstanding
Obligations, shall be deposited in the Interest Fund created and
established in the Resolution.
Section 2.06. Transfers from Escrow D=osit Trust
Fund. As the principal of the Government Obligations shall
mature and be paid, and the investment income and earnings
thereon are paid, the Escrow Agent shall, no later than each
interest or principal payment or redemption date for the
Outstanding Obligations, as specified in Schedule C hereof,
transfer from the Escrow Deposit Trust Fund to the Paying Agent
for the Outstanding Obligations amounts sufficient to pay the
principal of, redemption premium, if any, and interest on the
Outstanding Obligations coming due, as specified in Schedule C
hereof.
Section 2.07. Investment of Certain Moneys Remaining
in Escrow Deposit Trust Fund. Subject to the provisions of
Section 2.04, the Escrow Agent shall invest and reinvest, at the
written instruction of the City, in Government Obligations any
moneys remaining from time to time in the Escrow Deposit Trust
Fund until such time as they are needed. Such moneys shall be
reinvested in such Government Obligations, maturing no later than
the next interest payment date or principal payment date of the
Outstanding Obligations, or for such shorter periods or at such
interest rates, as the Escrow Agent shall be directed to invest
by the City, which periods and interest rates shall be set forth
in an opinion from nationally recognized counsel in the field of
law relating to municipal bonds, to the City and to the Escrow
Agent which opinion shall also be to the effect that such
reinvestment of such moneys in such Government Obligations for
such Period and at such interest rates will not, under the
statutes and regulations applicable to the Outstanding
Obligations and the Bonds, cause the interest on such Outstanding
Obligations or Bonds to be included in gross income for federal
income tax purposes and that such investment is not inconsistent
with the statutes and regulations applicable to the Outstanding
Obligations and the Bonds. Any interest income resulting from
reinvestment of moneys pursuant to this Section 2.07 shall be
deposited in the Interest Fund established under the Resolution
and used for the purposes described therein.
Section 2.08. Escrow Deposit Trust Fund Constitutes
Trust. The Escrow Deposit Trust Fund created and established
pursuant to this Agreement shall be and constitute a trust fund
for the purposes provided in this Agreement and shall be kept
separate and distinct from all other funds of the City and of the
Escrow Agent and used only for the purposes and in the manner
provided in this Agreement.
93- 481
Section 2.09. Transfer of Funds After All Paymen a
Required by this Agreement are Made. After all of the transfers
by the Escrow Agent to the Paying Agent for payment of the
principal of, redemption premium, if any, and interest on the
Outstanding Obligations provided in Schedule C have been made,
all remaining moneys and securities, together with any income and
interest thereon, in the Escrow Deposit Trust Fund shall be
deposited in the Interest Fund established under the Resolution
and used for the purposes described therein; provided, however,
that no such transfers except transfers made in accordance with
Sections 2.05 and 2.07 hereof shall be made until all of the
principal of, redemption premium, if any, and interest on the
Outstanding Obligations have been paid.
ARTICLE III
CONCERNING THE ESCROW AGENT
Section 3.01. Liability of Escrow Agent. The Escrow
Agent shall not be liable for the accuracy of the calculations as
to the sufficiency of moneys and of the principal amount of the
securities and the earnings thereon to pay the Outstanding
Obligations. So long as the Escrow Agent applies any moneys,
Government Obligations and interest earnings therefrom to pay the
Outstanding Obligations as Provided herein, and complies fully
with the terms of this Agreement, the Escrow Agent shall not be
liable for any deficiencies in the amounts necessary to pay the
Outstanding Obligations caused by such calculations.
The Escrow Agent shall have no lien, security interest%
or right .of set-off whatsoever upon any of the moneys or
investments in the Escrow Deposit Trust Fund for the payment of
fees or expenses for services rendered by the Escrow Agent under
this Agreement.
Section 3.02. Permitted Acts. The Escrow Agent and
its affiliates may become the owner of or may deal in the
Outstanding Obligations as fully and with the same rights as if
it were not the Escrow Agent.
Section 3.03. indemnification of Escrow Agent. The
City hereby agrees to indemnify the Escrow Agent and hold it
harmless from any and all claims, liabilities, losses, actions,
suits or proceedings at law or in equity or any other expense,
fee or charges of any character or nature, which it may incur or
with which it may be threatened by reason of its acting as Escrow
Agent, under this Agreement, except in the case of the Escrow
Agents own negligence or willful misconduct.
Section 3.04. Payment to Escrow Agent. The City shall
pay to the Escrow Agent reasonable compensation for all services
rendered by it hereunder and also all its reasonable expenses,
-7-
93- 481
charges and other disbursements and those of its attorneys,
agents and employees incurred in and about the administration and
execution of the trusts hereby created, and the performance of
its powers advances, counsel fees and other expenses reasonably
made or incurred by the Escrow Agent in connection with such
services.
ARTICLE IV
MISCELLANEOUS
Section 4.01. Amendments to this Agreement. This
Agreement is made for the benefit of the City and the holders
from time to time of the Outstanding Obligations and it shall not
be repealed revoked, altered or amended without the written
consent,of all such holders, the Escrow Agent, [ I
(the "Insurer") and the City, provided, however, that the City
and the Escrow Agent may, without the consent of, or notice to,
such holders, but with the written consent of the Insurer, enter
into such agreements supplemental to this Agreement as shall not
adversely affect the rights of such holders and shall not be
inconsistent with the terms and provisions of this Agreement, for
any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission
in this Agreement; and
(b) to grant to or confer upon the Escrow Agent for
the benefit of the holders of the Outstanding Obligations any
additional rights, remedies, powers or authority that may,
lawfully be granted to or conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an
unqualified opinion of a nationally recognized counsel in the
field of law relating to municipal bonds with respect to
compliance with this section.
Prior to any repeal, revocation, alteration or
amendment of this Agreement, the City shall provide written,
notice of such proposed repeal, revocation, alteration or
amendment to [ Moody's Investors Service, Inc.] at
the address set forth below:
99 Church Street
New York, New York 10007
Attn: Municipal Rating Desk/Refunded Bonds
Section 4.02. Severability. If any one
covenants or agreements provided in this Agreement
the City or the Escrow Agent to be performed should
:
or more of the
on the part of
be determined
93- 481
by a court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be
severable from the remaining covenants) and agreements herein
contained and shall in no way affect the validity of the
remaining provisions of this Agreement.
Section 4.03. Ngtice of Refundi". The Escrow Agent
shall, as soon hereafter as practicable, but in any event within
thirty (30) days after the delivery of the Bonds, cause the
notice attached hereto as Schedule D to be mailed to the
registered holders of the Outstanding Obligations.
Section 4.04. Agreement Binding. All the covenants,
promises and agreements in this Agreement contained by or on
behalf of the City or by or on behalf of the Escrow Agent shall
bind and inure to the benefit of their respective successors and
assigns, whether so expressed or not.
Section 4.05. Termination. This Agreement shall
terminate when all transfers and payments required to be made by
the Escrow Agent under the provisions hereof shall have been
made.
Section 4.06. Execution by Counterparts. This
Agreement may be executed in several counterparts, all or any of
which shall be regarded for all purposes as one original and
shall constitute and be but one and the same instrument.
Section 4.07. Governing Law. This Agreement shall be
governed by the laws of the State of Florida.
IN WITNESS WHEREOF, each of the parties hereto has
caused this Agreement to be executed by its duly authorized
officers and its corporate seal to be hereunto affixed and
attested as of the date first above written.
147CP1172H
The City of Miami, Florida
By.
[Escrow Agent]
By.
IM
93- 481
SCHEDULE A
OUTSTANDING OBLIGATIONS
98- 481
SCHEDULE B
Part I
INVESTMENT OF BOND PROCEEDS
Part II
INVESTMENT OF OTHER AVAILABLE MONIES
93- 481
s
SCHEDULE C
SCHEDULE OF PAYMENTS ON OUTSTANDING OBLIGATIONS
93- 481
SCHEDULE D
NOTICE OF DEFEASANCE
THE CITY OF MIAMI GENERAL OBLIGATION REFUNDING BONDS, SERIES 1993
1993]
Principal Maturity Interest
Amount Rate CUSIP
NOTICE IS HEREBY GIVEN to the owners of the above -
described outstanding City of Miami General Obligation Refunding
Bonds, Series 1993 (the "Bonds") that there has been deposited
with [ ], as escrow
agent solely for the holders of the Bonds (the "Escrow Agent"),
pursuant to the terms of an Escrow Deposit Agreement dated as of
[ , 1993 (the "Escrow Deposit Agreement") The City of
Miami, Miami, Dade County, Florida, (hereafter The City) and the
Escrow Agent, Government Obligations (as defined in the Escrow
Deposit Agreement), the principal of and investment earnings
thereon which, when due, will provide moneys sufficient to pay
the principal of, redemption premium, if any, and interest on the
Bonds, when due and payable, as more particularly described
below, and that the Bonds are deemed to be paid in accordance
with the terms of the Resolution providing for the issuance of
the Bonds, adopted by the City on [ , 1993] (the
"Resolution"), will no longer be outstanding and will no longer
be entitled to the lien, benefit or security of the Resolution
except to receive payments of principal of, redemption premium,
if any, and interest from moneys provided pursuant to the Escrow
Deposit Agreement.
Pursuant to the terms of the Escrow Deposit Agreement, the
Bonds maturing prior to [ 1, ] will be paid
on their respective maturity dates at par, together with accrued
interest thereon, and the Bonds maturing on and after [
2000] shall be called for redemption on [ ,
] at a redemption price of [ %] of par plus accrued
interest thereon.
Dated this day of
FOR: The City of Miami
BY: [ ]
as Trustee
and Escrow Agent
, 1993.
93- 481
EXHIBIT "C" RBMSS&A PA
PRELIMINARY OFFICIAL STATEMENT DK ri 1993 DRAFT: St2V93
E NEW ISSUE - BOOK ENTRY A RATINGS: See'Rathps' herein
c Y THE CITY OF MIAIM, KbRIDA
~ GENERAL OBLIGATION REFUNDING BONDS, SERIES 1993
g , o Dated: .1993 Due: 1,
N ss a wn`6aiow
a.-
" u Interest on The CRY of Miami, Florida General Obligation Refunding Bonds, Series 1993 the'Sodoe 1993 Bonds Is sennianrw
o6 on 1 and 1, commendrq 1, 1 M (the 'Interest Payment Dates'. The Series I M Bonds are being Inregistereedd
• boan--only form�anominations of SS 00 4 n�al amount, or any integral multiple thend. When executed and delvsred dw Series I
Bonds w10 ., as norninw for The Doposkory Trust Company ('DTC'. Beneficial owners o� to 1 �9ci
be registered M the name of Cede d Co
g wBonds wit not receive certificates representing their Interests In the Swiss 190 Bonds purchased. Principal and Interest on the Series 1903
w Bonds will be paid to DTC or Its nominee, as the registered owner thereof, by a check of as Reglsirar and Paying the
- O 'Registrar and Paying Agent'), maNed to the registered owner. The reyMered owner will r�such payments to DTC Participant. OTC
" ;, P nts ", In turn, remit such payments to the beneficial owners of the Series 1993 Bonds. Sw 'THE SERIES 1993
g d BONDS -Book -Entry -Only System• herein.
rU The Swiss 1993 Bonds are subject to optional redemption and scheduled mandatory redemption as provided herein.
# The Series 1993 Bonds are being Issued to advance rehmd certain outstanding General Obligation Bonds of the C14v and to psy
costs of Issuance of the Series 1993 Bonds, all as more fully described herein. Subject to the 111mlia contained In "AUTHORIZATION
AND SECURITY" herein, the Series 1993 Bonds are general obllpatlo a of the City, for which No kit fallh. credp and taxing power are
• Pl
edged edand are payable from unlimited ad valorem Lxee on anIsutable property wlthhn the City (excluding homestead exemptkns as
iogAred by Florlds low).
PZment of the princlpd of and tatered on the Series 1993 Bonds wife be Insured by a manktpet boat tasareace polky to be Issued stnraltsaeeasl)
c � with the delivery of the Series 1"3 Bonds by
[Logo]
5 g See "Municipal Bond Insurance' herein.
Y
C
9 MATURITIES, AMOUNTS, INTEREST RATES AND PRICE OR YIELDS
Ell(Accrued Interest to be added)
0° = Serial Bonds
oL:
u w " Interest Prices or
0 Amount Rate Yields
..g
%
.�CaE
e c = % Term Bonds Due 1,
w e>^ Traced at r% to Yield
This cover page contains certain information for quk_k reference only. n Is not a summary. Potential purchasers should not ray upon this
page independent of the body of this Official Statement, which must be read In its entirety before making an kdormed Investment decision.
MThe Series i993 Bonds are offered when, as and N Issued and moelved by the Underwriters, suthject to the approval of legality
by Fine Jacobson Schwartz Nash 8 Block Miami Florida and the Law Offices d Manuel Alonzo -Poch, PA. Mlaml� CoBond Counsel,
e g " and to certain other codltions, and the of certain legal matters for fie Underwriters by their Co -Counsel. Ruden, Barnett, Mcdosky,
u H Yc Smith, Schuster 6 Russel PA, Fort I , Florida and ublcid, Draper, Gallagher i Mcarans, PA. Miami, Flondda. Certain legal matters
q in connection with the Saves 1993 Bonds will be passed upon for the City by A. OuFn Jones, 111, Esq. City Attorney. Howard Gary It Compa
a• Miami, Florida and Raymond James d Associates. Inc., St. Petersburg, Flo&& are serving as Financial Advisors to tie City. It is expected thit
$ the Series 1993 Bonds will be available for delivery in New York, New York, on or about . 1993.
o c : In the opinion of Co -Bond Counsel, under exist statutes and court decisions, Interest on the Series 1993 Bonds Is not
s w included In gross Income for federal Income taxpurposes, assuming compliance by the City with certain covenants and
e ~ o o procedures, and Is not treated as an Item of tax preference for purposes of the aftemadve minimum tax imposed on kx#Wduals
1j w and corporations under the Internal Revenue Code of 1986, as amended. See however, 'TAX TREATMENT" herein for a
c further discussion of certain other tax aspects. Co -Bond Counsel are further of the opinion that the Series 1993 Bonds and the
a t Interest thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes Imposed
by Chapter 220, Florida Statutes, as amended, on Interest, Income or profits on debt obligations owed by corporations, banks
$ o `o and savings associations, as defined therein.
r y
a M THE FIRST BOSTON CORPORATION FIRST EQUITY CORPORATION OF FLORIDA
g M ^ ARTEMIS CAPITAL GROUP, INC. PRYOR McCLENDON COUNTS 6 CO., INC. SAMUEL A. RAMIREZ & CO., INC.
02o0
0
g �r `o Dated: 1999
i 3 $ Z • naryge
, subject to char".
0.
93— 481
• Y O q
�-155
THE CITY OF MIAMI, FLORIDA
MEMBER3 OF THE COMMISSION OF THE CITr
The Honorable Xavier L. Suarez
Mayor
The Honorable Victor H. De Yurre
Vice Mayor
The Honorable Dr. Miriam Alonso
Commissioner
The Honorable Miller J. Dawkins
Commissioner
The Honorable J. L. Plummer, Jr.
Commissioner
CITY OFFICIALS
City Manager Cesar H. Odio
City Attorney A. Quinn Jones, III, Esq.
Director of Finance Carlos E. Garcia, C.P.A.
City Clerk Matty Hirai
CO -BOND COUNSEL
Fine Jacobson Schwartz Nash & Block
Miami, Florida
Law Offices of Manuel Alonzo -Poch, P.A.
Miami, Florida
FINANCIAL ADVISORS
Howard Gary & Company
Miami, Florida
Raymond Jame• & Associates, Inc.
St. Petersburg, Florida
INDEPENDENT +CERTIFIED PUBLIC ACCOUNT
Deloitte & Touche
Miami, Florida
f/1518DJG
93- 481
No dealer, broker,'salesperson or other person has been authorised by the
City or the Underwriters to give any information or to sake any
representations other than as contained herein, and, if given or made, such
information or representations must not be relied upon as having been
authorised by any of the foregoing. This Official Statement is not to be
construed as a contract with the purchasers of the Series 1993 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 1993 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, an to inforsation
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 sale made hereunder shall create, under any
circumstances, 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 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 1993
BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THX OPEN MAR]IT.
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 aummaries
herein of the Series 1993 Bonds are qualified in their entirety by reference
to the form thereof included in the aforesaid documents and agreements.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 1993 BONDS HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION (THE -COMMISSION-) OR WITH ANY
STATE SECURITIES COMMISSION. THE SERIES 1993 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.
F/15188Ja 3 3- 481
Wax OF DOKTZwT8
Page
Introductory statements, .........so............ 4........o..........
Plan of Refunding ....................................................
Estimated sources and Uses of Funds.....................stood........
Description of the series 1993 Bonds ............ #.so .................
General.... **t. o . . . . . d d t . . • . • . . . . . . d . . . d ... • . .. . . • .. t . d ....
•• **"so
.. •so
Redemption Provisions..o... ......... o... od.do..............o.....
Optional Redemption .... 0....... 0.0......... 0................
Mandatory Sinking Fund Redemption ..... stood, .................
Notice of Redemption ........................................
Book -Entry -only System .... too ............ 0.0.0...................
Authorization and Security...................ot....0.0...od.......a..
Authorization....o..d..................... d.......
...............
Pledge of Ad Valorem Taxes.......*............ o.... d.d... so.... to
Tax Tables....t.............................. o........... 0.......
Debt Service on the series 1993 Bonds ................................
Legal Debt Limitations....o....... o..................................
The Florida Constitution ............... 0..... 0.0............. salt
The city Charter .. . . . • . • . . ... . . . . . . . . . . t .... . . . . . . • .. • .0..0.0.0.6
Debt Summary, ... o....d.... ....... ........ ..... ..................d....
Selected Debt Data ................ o... .... do ........... o......
...
Debt statistics and Various Debt Rations.... 9....... *.also.......
General obligation Bonds Authorized But Not Issued ...............
Additional Finance Information Relating to the
City of Miami.o ............. ...... o........... 0.................. 0.
General Description of Financial Practices ..............salt.....
Description of Revenues ...................... 0........... d.......
Municipal Bond Insurance ............. o ....... t....... ......d........ .
Recent Developments ...................................... d...... t....
Employee Benefits Liability.......... 0....... 0.............. 0...0
State Assessment Cap.* .......................................... *
Tax Treatment.t...... .................... ......... s...... 000.d.ltoo..
Original Issue Discount ............... 0....... 0....... .... .l.o/..... 0
Ratings.... o ...................................... 0 .... o..o.000..o..o
Litigation........................o.......................0..........
Financial Statements ...................... o................... *too ...
Legal Matters ............. ...... d...... ................ oat/la/.... /dl
Underwriting...........o...........o... .................... t.........
Financial Advisors .... ....... ..o............... t.............. 0......
Authenticity of Financial Information ... *..so ........................
Arithmetical Accuracy of Certain Computations..o.....................
Disclosure Required by Florida Blue sky Regulations ..................
Certain Closing Certificates.................stood...................
Approval of Official Statemento.t... ................. odto... o........
(i)
93- 481
f/15180JG
Apr ICt8
Appendix A - Description of the City of Miami ........................
Appendix B - General Purpose Financial Statement of the
City for the Fiscal Year Ended September 30, 1992.......
Appendix C - Form of Resolution............ 0.........................
Appendix D - Proposed Form of Co -Bond Counsel Opinion ................
Appendix $ - Specimen of Municipal Bond Insurance policy .............
P/15160JG
Page
A-1
93- 481
OFFICIAL STATEliM
•
TBE CIT! OF MIAUX, FXORIDA
GMMRAL 013LICATION RZFMMXM BONDS,
SERIES 1993
This Official Statement, which includes the cover page and appendices
attached hereto, sets forth information concerning The City of Kiami, Florida
(the "City") and its General Obligation Refunding Bonds, Series 1993 to be
issued in the aggregate principal amount of * to advance refund a
portion of the City's $10,000,000 General Obligation Bonds, dated August 1,
1987 consisting of all or a portion of those bonds maturing on or after
August 1, 1998, a portion of the City's $18,400,000 General Obligation Bonds,
dated November 1, 1988 consisting of all or a portion of those bonds maturing
on or after November 1, 1999 and a portion of the City's $10,000,000 General
Obligation Bonds, Series 1991, dated July 1, 1991 consisting of all or a
portion of those bonds maturing on or after July 1, 2002 (collectively, the
"Refunded Bonds"), and to pay costs of issuance of the Series 1993 Bonds. The
Refunded Bonds were previously approved by the Commission of the City (the
"Commission") and by the qualified electors of the City.
PLA1 OF RE1rU1®ING
The Series 1993 Bonds are being issued to enable the City to effect the
advance refunding of the Refunded Bonds, such Refunded Bonds being currentxy
outstanding in the aggregate principal amount of $27,205,000.
The advance refunding is being undertaken for the purpose of effectuating
debt service cost savings to the City. The monies required to refund the
Refunded Bonds will be derived from the proceeds of the sale of the Series
1993 Bonds [and other legally available funds of the city.] Such monies will
be irrevocably deposited with , as escrow agent for the Refunded
Bonds (the "Escrow Agent") pursuant to an Escrow Deposit Agreement dated as
of , 1993 (the "Escrow Deposit Agreement"), by and between the City
and the Escrow Agent. The Escrow Deposit Agreement requires the Escrow Agent
to use certain of the amounts escrowed thereunder to purchase direct
obligations of the United States of America (such direct obligations of the
United States of America to be purchased by the Escrow Agent with such monies
being referred to collectively as the "Government Obligations"). The
Government obligations will mature at such times and in such amounts so that
sufficient monies will be available from such maturing principal, together
with interest income from the Government Obligations, and cash balances, if
any, to make payments of interest on the Refunded Bonds, as they become due,
* Preliminary, subject to change.
F/15180,IG/1
1 93- 481
and to redeem the Refunded Bonds at their respective first optional payment
dates. The Government Obligations will not be available to pay the principal
of, redemption premium, if any, or interest on the Series 1993 Bonds.
The Series 1993 Bonds shall be issued at a lower net average interest cost
rate than the net average interest cost rate of the Refunded Bonds and, as a
result of the advance refunding of the Refunded Bonds, the City will realise
economic benefits.
ZSTDLATRD SOURCMS Alm U8ZS 07 Ffl M
The following table note forth the estimated sources and uses of funds,
net of accrued interest, for the Series 1993 Bonds:
Sources:
Principal Amount ........................ $
(Other Legally Available Funds)
Total Sources ....................... $
Uses:
gecrow Account for Refunded Bonds (1).... $
Original Issue Discount ..................
Underwriters' Discount ...................
Cost of Issuance (2)...............4.....
Total Uses $
See "PLAN OF REFUNDING" herein.
(2) Includes a premium for the Municipal Bond Insurance Policy.
DBSCRIPTIOK OF TBZ SERI=S 1993 BOMB
General
The Series 1993 Bonds are being issued in the aggregate principal amount
of * and are dated , ,1993. The Series 1993 Bonds will
be initially issued in fully registered book -entry form in denominations of
$5,000 principal amount or any integral multiple thereof. Interest on the
Series 1993 Bonds will be payable to The Depository Trust Company ("DTC")
semiannually on 1, 1993 and each 1 and 1
thereafter (the "Interest Payment Dates"), by check
of , the Registrar and Paying Agent.
* Preliminary, subject to change.
2
W 5180JO/3
93- 481
Payment of such interest to the beneficial owners of the Series 1993 Bonds is
the responsibility of the DTC Participants as more fully described below under
"THZ SERIES 1993 BONDS--Book-Entry-Only system.0 Principal of and redemption
premium, if any, on the Series 1993 Bonds will be payable upon presentation
and surrender thereof by the registered owners thereof at the designated
corporate trust office of the Bond Registrar and Paying Agent. The series
1993 Bonds bear interest at the rates per anus not forth on the cover page of
this Official Statement, and mature on 1 in the years and principal
amounts set forth on the cover page of this Official Statement.
Redemption Provisions
optional Redemption. The Series 1993 Bonds maturing on or prior
to _ , , are not redeemable prior to their stated date of
maturity. The Series 1993 Bonds maturing on or after
are subject to redemption prior to their maturity, at the option of the City
in whole or in part at any time, in such manner as shall be determined by the
city and by lot within a maturity if less than a full maturity, on and
after , , from any legally available monies at the redemption
prices (expressed as percentages of the principal amount of Series 1993 Bonds
to be redeemed) set forth belows
Redemption
Redemption Periods (inclusivel Price
through , •
through , s
and thereafter
Mandatory Sinking Fund Redemption. The Series 1993 Bonds maturing
on , , are subject to mandatory sinking fund redemption prior
to maturity in part by lot at a redemption price equal to the principal amount
thereof and accrued interest thereon to the date fixed for redemption, without
premium, on 1 in each of the following years in the following
aggregate principal amounts
Principal
Year Amount
S
(1)
(1) Final futurity
xotice of Redemption. At least thirty (30) days and not more than sixty
(60) days before the redemption date, a notice of any such redemption, either
in whole or in part, shall be given by deposit in the U.B. mail of a copy of a
redemption notice, postage prepaid, to all registered owners of Series 1993
Bonds or portions thereof to be redeemed at their addresses as they appear on
the registration books provided for in the Resolution. Failure to so mail any
3 93- 481
F/151eaJG/3
ouch notice to the registered owner of any Boris* 1993 Bonds, or any defect
therein, shall not affect the validity of any proceedings for the redemption
of any Series 1993 Bond or portion thereof for which no such failure or defect
has occurred. All such series 1993 Bonds or portions thereof called for
redemption and for the retirement of which funds are fully provided will cease
to bear interest on such redemption date.
Notice of redemption of any Series 1993 Bond shall set forth the date
fixed for redemption, the rate of interest borne by each Series 1993 Bond
being redeemed, the date of publication, if any, of a notice of redemption,
the name and address of the Registrar and Paying Agent, the redemption price
to be paid and, if less than all of the Series 1993 Bonds then outstanding
shall be called for redemption, the distinctive numbers and letters, including
CusIP numbers, if any, of such Series 1993 Bonds to be redeemed and, in the
came of Series 1993 Bonds to be redeemed in part only, the portion of the
principal amount thereof to be redeemed. If any Series 1993 Bonds are to be
redeemed in part only, the notice of redemption which relates to such Series
1993 Bond shall also state that on or after the redemption date, upon
surrender of such Series 1993 Bond, a new Series 1993 Bond or Series 1993
Bonds in a principal amount equal to the unredeemed portion of such Series
1993 Bond will be issued.
The Resolution also requires all notices of redemption to be sent to all
registered securities depositories holding substantial amounts of obligations
similar in type to the Series 1993 Bonds and publication of such notice in The
Bond Buyer, New York, New York but failure of any notice of redemption to
comply with such additional requirements shall not in any manner affect the
effectiveness of a call for redemption otherwise in conformance with the
Resolution.
Book -Entry -Only System '
The Series 1993 Bonds will be issued in registered book -entry form only.
Beneficial Owners (hereinafter defined) of the Series 1993 Bonds will not
receive delivery of bond certificates. The Depository Trust Company ("DTC"),
New York, New York, will act as securities depository for the Series 1993
Bonds. The Series 1993 Bonds will be issued as fully registered securities in
the name of Cede s Co. (DTC's partnership nominee).
THE DESCRIPTION WHICH FOLLOWS OF THE PROCEDURES AND RECORDKEEPING WITH
RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 1993 BONDS, PAYMENT OF
INTEREST AND PRINCIPAL ON THE SERIES 1993 BONDS TO DTC PARTICIPANTS (AS
HEREINAFTER DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 1993 -BONDS,
CONFIRMATION AND'TRANSFER OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES' 1993
BONDS AND OTHER RELATED TRANSACTIONS BY AND BETWEEN DTC, THE DTC PARTICIPANTS
AND BENEFICIAL OWNERS OF THE SERIES 1993 BONDS IS BASED SOLELY ON INFORMATION
FURNISHED BY DTC TO THE CITY FOR INCLUSION IN THIS OFFICIAL STATEMENT.
ACCORDINGLY, THE CITY NEITHER MAKES NOR CAN MAKE ANY REPRESENTATIONS
CONCERNING THESE MATTERS.
4 93- 481
1. The Dsnository Trust env. DTC will act as securities depository
for the Series 1993 Bonds. DTC is a limited -purpose trust company organised
under the New York Banking Law, a "banking organization" within the meaning of
the New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended. DTC holds securities that its
participants (the "DTC Participants") deposit with DTC. DTC also facilitates
the settlement among Participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic book -entry
changes in accounts of the DTC Participants, thereby eliminating the need for
physical movement of securities certificates. "Direct participants" include
securities brokers and dealers, banks, trust companies, clearing corporations,
and certain other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers Inc. Access
to the DTC system is also available to others such as securities brokers and
dealers, banks and trust companies that clear through or maintain a custodial
relationship with a Direct Participant, either directly or indirectly (the
"Indirect Participants").
2. Pgrchas• of the Series 1993 Bonds. Purchases of Series 1993 Bonds
under the DTC system must be made by or through Direct Participants, which
will receive a credit for such series 1993 Bonds on DTC'* records. The
ownership interest of each actual purchaser of each Series 1993 Bond (the
"Beneficial Owner") is, in turn, to be recorded on the records of the Direct
and Indirect Participants. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well #s
periodic statements of their holding, from the Direct or Indirect participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Series 1993 Bonds will be accomplished by entries
on the books of Participants acting on behalf of the Beneficial Owners.
SO LONG AS CEDE i CO. IS THE REGISTERED OWNER OF THE SERIES 1993 BONDS, AS
NOMINEE OF DTC, REFERENCES HEREIN TO THE SERIES 1993 BONDHOLDERS OR REGISTERED
OWNERS OF THE SERIES 1993 BONDS SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE
SERIES 1993 BONDS.
3. Subsequent Transfers by Beneficial Owners. To facilitate subsequent
transfers, all Series 1993 Bonds deposited by Participants with DTC are
registered in the name of DTC's partnership nominee, Cede Q Co. The deposit
of Series 1993 Bonds with DTC and their registration in the name of Cede is Co.
effect no change in beneficial ownership. DTC has no knowledge of the actual
Beneficial Owners of the Series 1993 Bonds. DTC'■ records reflect only the
identity of the Direct Participants to whose accounts such Series 1993 Bonds
are credited, which may or may not be the Beneficial Owners. The Participants
will remain responsible for keeping account of their holdings on behalf of
their customers.
93- 481
i/15180JG/3
4. Noticest Consents. Conveyance of notices and other communications by
DTC to Direct Participants, by Direct Participants to Indirect Participants,
and by Direct Participants and Indirect Participants to Beneficial Owners sill
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Redemption notices shall
be sent to Cede i Co. if less than all of the Series 1993 Bonds are being
redeemed. OTC's practice is to determine by lot the amount of the interest of
each Direct Participant in such issue to be redeemed. Neither DTC nor Cede i
Co. will consent or vote with respect to the Series 1993 Bonds. Under its
usual procedures, DTC nails an Omnibus Proxy to the City as soon as possible
after the record date. The Omnibus Proxy assigns Cede i Co.'s consenting or
voting rights to those Direct Participants to whose accounts the Series 1993
Bonds are credited on the record date (identified in a listing attached to the
Omnibus Proxy).
S. - payment of the Series 1993 Bonds. Principal and interest payments on
the Series 1993 Bonds will be made to OTC. DTC's practice is to credit the
accounts of the Direct Participants on the payable date in accordance with
their respective holdings shown on the records of DTC unless DTC has reason to
believe that it will not receive payment on the payable date. Payments by
Participants to Beneficial Owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts
of customers in bearer form or with securities held for the accounts of
customers in bearer form or registered in "street name,• and will be the
responsibility of such Participant and not of OTC, the Bond Registrar and
Paying Agent or the City, subject to any statutory and regulatory requirements
as may be in effect from time to time. Payment of principal and interest to
DTC is the responsibility of the City and/or the Registrar and Paying Agent
for the Series 1993 Bonds, disbursement of such payments to Diregt
Participants is the responsibility of OTC, and disbursement of such payments
to the Beneficial Owners is the responsibility of the Direct and Indirect
Participants.
THE CITY RILL NOT HAVE ANY RESPONSIBILITY OR OBLIGATION TO SUCH DIRECT OR
INDIRECT PARTICIPANTS, OR THE PERSONS FOR WHOM THEY ACT AS VOMINEES, WITH
RESPECT TO THE PAYMENTS TO OR THE PROVIDING OF NOTICZ FOR TBZ DIRECT OR
INDIRECT PARTICIPANTS, OR THE BENEFICIAL OWNERS OF THE SERIES 1993 bonds.
6. Procedure in the Event of Revision or Discontinuation of Book -Entry
Transfer System. The City shall provide for issuance of Series 1993 Bonds
(the "Replacement Bonds') directly to owners of the Series 1993 Bonds other
than OTC, or it nominee, but only in .the event that (i) DTC determines not to
continue to act as securities depository for the Series 1993 Bonds; or (Li)
the City has determined in it sole discretion not to continue the book -entry
system of transfer. Upon the occurrence of (i) or (ii) above, the City may
attempt to locate another qualified securities depository. If the City does
not or determines not to locate another qualified securities depository to
replace OTC, the City shall have authenticated and delivered Replacement Bonds
in certificate form. In the event the City makes the determination to issue
Replacement Bonds, and has made provision to notify the Beneficial Owners of
Series 1993 Bonds by mailing an appropriate notice to OTC, it shall issue
Replacement Bonds to any DTC Participant making such a request. Interest on
6 93- 481
f/15180JQ/3
the Replacement Bonds shall be payable by the Bond Registrar and Paying Agent,
by check or draft mailed to each owner of such Replacement Bond at the address
of such owner as it appears in the registration books maintained by the Bond
Registrar and Paying Agent, by check or draft mailed to each owner of such
Replacement Bond at the address of such owner as it appears in the
registration books maintained by the Bond Registrar and Paying Agent and
principal on the Series 1993 Bonds will be payable when due upon presentation
and surrender of such Series 1993 Bonds at the designated office of the bond
Registrar and Paying Agent. Replacement Bonds will be transferable only by
presentation and surrender at the designated office of the Bond Registrar and
Paying Agent, duly endorsed for transfer or accompanied by an assignment duly
executed by the registered owner of the Replacement Bond, or by his attorney
duly authorized in writing, in form satisfactory to the Bond Registrar and
Paying Agent and subject to the other conditions set forth in the Bond
Resolution.
DTC may determine to discontinue providing its service with respect to the
Series 1993 Bonds at any time by giving reasonable notice to the City. Under
such circumstances, Series 1993 Bonds are required to be delivered as
described above unless a successor securities depository is used. The
Beneficial Owner, upon registration of Series 1993 Bonds in the Beneficial
Owner's name, will become the registered owner of the Series 1993 Bonds.
7. DTC Practices. The City can make no assurances that DTC, the Direct
and Indirect Participants or other nominees of the Beneficial Owners of the
Series 1993 Bonds will distribute payments of principal of, or interest on the
Series 1993 Bonds, to the Beneficial Owners of such Series 1993 Bonds or that
they will do so on a timely basis, or that DTC or any of its Participants will
act in a manner described in this Official Statement. The City is nqt
responsible or liable for the failure of DTC, DTC Participants or others to
make any payment or give any notice to a Beneficial Owner with respect to the
Series 1993 Bonds or any error or delay relating thereto.
In the event of any insolvency of DTC, or if DTC has insufficient
securities to satisfy the claims of the Direct and Indirect Participants, with
respect to deposited securities, Direct and Indirect Participants may not be
able to obtain all of their deposited securities.
e. Transfer of Beneficial Interests under State Law. The rights of
holders of beneficial interests in the Series 1993 Bonds and the manner of
transferring or pledging those interests is also subject to applicable state
law. Beneficial Owners of the Series 1993 Bonds may wish to discuss the
manner of transferring or pledging their interest in the Series 1993 Bonds
with their legal advisors.
7 93- 481
F/151e0JO/3
AUTEMI ZATION AND SXCX= i r
Authorisation
The Series 1993 Bonds shall be issued under and pursuant to the Charter of
the City, but only to the extent not inconsistent with and not repealed by the
provisions of Section 166.021, Florida Statutes; Chapter 166, Florida
Statutes; Sections 132.33-132.47, Florida Statutes; the Constitution of the
State of Florida, including, but not limited to, Article VII, Section 2
thereof; Resolution No. I of the City adopted on , 1993
(the "Resolution")) and other applicable provisions of law. The Refunded
Bonds were approved by the qualified electors of the City.
Pledge of ad Valorem Taxes
The Series 1993 Bonds are general obligations of the City for which its
full faith, credit and taxing power have been irrevocably pledged. The Series
1993 Bonds are payable from unlimited ad valorem taxes levied on all taxable
property located in the City (excluding homestead exemptions as required by
applicable law). The taxes assessed, levied and collected for the security
and payment of the Series 1993 Bonds are required, pursuant to the terms of
the Resolution, to be assessed, levied and collected in the same manner and at
the same time as other taxes are assessed, levied and collected and the
proceeds of said taxes, except as described above and in the Resolution, are
to be applied solely to the payment of the principal of, premium, if any, and
interest on the Series 1993 Bonds.
Under Florida law, all taxable real property and personal property must be
assessed at fair market value, with some exceptions. Real and personal
property valuations are determined each year as of January 1 by the Dade
County Property Appraiser's office. The assessment roll for real property is
prepared between January and July 1, and each taxpayer is given notice by mail
of its proposed assessed property value.
The property owner has the right to file an appeal with the Value
Adjustment Board, which considers petitions relating to assessments and
exemptions. A property owner who objects to a determination by the Value
Adjustment Board may file an appeal in Circuit Court. The Value Appraisal
Adjustment Board certifies the assessment roll upon completion of the hearing
of all appeals, other than those to the Circuit Court. !tillage rates are then
computed by the various taxing authorities and certified to the Property
Appraiser, who applies the millage rates to the assessment roll to create the
tax• roll. The tax roll in then turned over to the Tax Collector for
collection.
The Florida Constitution entitles each real property owner who is a
permanent resident of the State as of January 1 to a $25,000 homestead
exemption on his or her primary residential property. In addition, the
following uses of real property are generally exempt from ad valorem
taxation: religious, educational, charitable, scientific, literary and
governmental. There axe also special exemptions for widows, aged persons and
® 93- 481
f/1518040/3
disabled veterans. The, tax on personal property covers only tangible personal
property and exempts, among other things, household goods and personal effects
and inventory.
All real and personal property taxes are due and payable on November 1 of
each year, or as soon thereafter as the tax roll is certified and delivered to
the Tax Collector. A notice is mailed to each property owner on the tax roll
for taxes levied by the County, school board and other taxing authorities.
Taxes may be paid upon receipt of such notice, with discounts at the rate of
4• if paid in the month of November; 3• if paid in the month of December; 2%
if paid in the month of January; and 1• if paid in the month of February.
Taxes paid during the month of March are without discount. All unpaid real
and personal property taxes become delinquent on April 1 of the year following
the year in which the taxes are levied.
Delinquent real property taxes bear interest at the rate of 18% per year
from April 1 until a certificate is sold at auction, from which time the
interest rate shall be as bid by the buyer of the certificate but in no event
may be higher than 18% per year. Delinquent personal property taxes also bear
interest at a rate of 18% per year form April 1 until paid or barred under
Chapter 95, Florida Statutes. Delinquent personal property taxes must be
advertised within forty-five days after delinquency, and after May 1 of the
following year the property is subject to levy, seizure and sale.
State law provides that tax liens are superior to all other liens, except
prior United States Internal Revenue Service liens. The Tax Collector
advertises once each week for four (4) consecutive weeks and sells tax
certificates on or before July 1 for unpaid tax bills. Tax certificates not
sold at auction become the property of the City.
(THIS SPACE INTENTIONALLY LEFT BLANK)
9
F/15180JO/3
93- 481
Tax Tables
The following table details the assessed value (in thousands) of all taxable
property located within the City's municipal boundaries as of September 30 for
the past ten fiscal years.
CITr OF MIAM, rLORIDA
ASSESS?D VAL= OF ALL TAZA= PROP'ERT!
L#BT Tzx rIscAL YYAR9
(in thousands)
Net
Fiscal
Year
Real
Proverty
Personal
property
Total
Homestead
Exe=tions
Assessed
value
1992
$10,660,223
$1,263,567
$11,923,790
$968,250
$10,955,540
1991
10,534,602
1,243,083
11,777,685
985,533
10,792,152
1990
10,243,901
1,271,210
11,515,111
981,728
10,533,383
1989
9,997,529
1,213,466
11,210,985
969,335
10,241,650
1988
9,519,461
1,242,316
10,761,797
954,978
9,806,819
1987
9,210,476
1,210,435
10,420,911
933,300
9,487,611
1986
8,979,226
1,205,707
10,184,933
953,516
9,231,417
1985
8,538,398
1,158,212
9,696,610
952,430
8,744,160
1984
8,230,309
1,115,724
9,346,033
954,979
8,391,054
1983
7,616,829
1,042,452
8,659,281
920,895
7,738,386
Sources Metropolitan Dade County Property Appraiser's office s
(The City has been notified by the Dade County Property Appraiser that the
1993 net assessed value estimate for purposes of developing the fiscal year
1993-94 budget is $ , or a • (increase/reduction) from the
prior year's assessment.)
(THIS SPACE INTENTIONALLY LEFT BLANK)
10 93- 481
F/15180JQ/3
The following table lists the ten largest tax assessments in the City of
Miami as of September 30, 1992.
CITY OF KIAMI, FLORIDA
Txx LUWNST TAX ASS=SSHXXT8
1992 A88tSSYD VALU=8
(in thousands)
Name of Taxvaver
1. City National Bank
2. Southern Bell Telephone
3. Equitable Life Assurance
4. Florida Power i Light
S. SEFC Buildings
6. Brickell Associates
7. Inter -Continental, Florida
S. one Biscayne Tower
9. Knight Ridder/Miami Herald
10. Terremark, Inc.
Assessed
Bank/Trustee
$254,038
utility
213,455
Real Estate Investment
185,336
utility
180,370
Office Buildings
162,971
Office Building
68,960
Hotel/Building
67,602
Office Building
61,600
Newspapers
55,598
Real Estate Investments
51,532
Source: Metropolitan Dade County Property Appraiser's Office
9
[THIS SPACE INTENTIONALLY LEFT BLANK)
11 93- 481
F/tstaoJc/s
The City has levied certified millage■ of 11,9303 mills for fiscal year
1992-1993 beginning October 1, 1992, consisting of 9.5995 mills for general
government and 2.3308 mills for debt service. The following tables show the
tax levies and collections in thousands of the City for each of the last ton
completed fiscal years.
CITY or KE AKI, l7.ORIDA
PROPERTY TAX LEVIER AND COLLECTIONB
LIST TEN ?ISCAL YEARS
(in thousands)
Collection Percent Collection
Total
of Current of
of
Fiscal
Tax
Year's Levy Delinquent
Taxes
Year
1992
Levy 111
$130,702
Taxes Collected
$118,369
90.56%
$5,780
1991
128,832
119,036
92.40
7,419
1990
125,743
119,363
94.93
4,592
1989
122,260
114,535
93.68
3,710
1988
115,935
107,908
93.08
2,356
1987
116,612
111,740
95.82
1,606
1986
109,938
105,457
95.92
944
1985
104,135
100,976
96.97
722(3)
1984
93,340
88,982
95.33
3,036
1983
83,025
78,815
94.93
1,209
Outstanding
Delinquent
Collections
Taxes
Total
As Percentage
Outstanding
as Percent
Fiscal
Tax
of Current Delinquent
of Current
City
Year
Collections Levy
Taxes (21
Lew
Millaae 111
1992
$124,149
99.98• $5,077
3.88%
11.9303
1991
126,455
98.16 5,059
3.93
11.9376
1990
123,955
98.58 5,162
4.11
11.9376
1989
118,245
96.72 5,742
4.70
11.9376
1988
110,264
95.11 4,621
3.99
11.8219
1987
113,346
97.20 2,894
2.48
12.2910
1986
106,401
96.83 3,318
3.01
11.9091
1985
101,698
97.66 3,970
3.81
11.9091
1984
92,018
98.58 3,367
3.61
11.1238
1983
80,024
96.38 2,925
3.52
10.7290
Includes levies for general operations and debt service.
(2) Net reserve of approximately 5% of total tax levy.
(3) Starting in fiscal year 1985, current year's delinquent tax collections
are included with collection of current year's taxes. Prior years'
collection of delinquent taxes included both current year's and prior
years' delinquent tax collections.
Sources City of Miami, Florida Comprehensive Annual Financial Report, Fiscal
Year Ended September 30, 1992.
12
f/1S18DJG/3
93- 481
DEBT SSRVIC= ON THR SSRIZS 1993 BONDS
The following tables sets forth the scheduled annual debt service on the
Series 1993 Bonds.
Fiscal Year
Ending Principal Total Debt
September, 30._ Amount Interest Service
S S S
TOTAL
LEGAL DEBT LIMITATIONS
The Florida Constitution
Article viI, Section 12 of the Florida Constitution requires the approval
of a majority of all qualified electors residing within the municipal
boundaries of a municipality prior to the issuance by that municipality of
bonds payable from ad valorem taxes assessed by the municipality and maturing
more than 12 months after the bonds are issued. Once the bonds, referred to
as general obligation bonds, are approved by referendum, the Floria
Constitution does not provide a limit on the amount of ad valorem taxes t s
City may levy to pay principal and interest on such bonds.
The City Charter
The City Charter limits general obligation debt of the City to 15% of the
assessed valuation of all real and personal property within the City limits an
shown by the last preceding assessment roll of the City and provides that
bonds for street, sewer, sidewalk and other public improvements which are paid
from special asmess&Ants shall not be subject to much limitation of amount nor
be considered when computing the amount of general obligation bonds that may
be issued.
(The debt limitation for general obligation bonds as of September 30, 1992
was $1,643,331,000 based on the net assessed valuation of $10,955,540,000.
Outstanding general obligation debt applicable to the City's debt limitation
as of September 30, 1992 totaled $185,430,000 which is approximately 1.69• of
the net assessed valuation.)
13 93- 481
F/15180JG/3
DEBT SUMMAM
The information under this heading is subject in all respects to the more
detailed financial information in the audited financial statements of the
City. See, "General Purpose Financial Statements of the City for the Fiscal
Year Ended September 30, 1992" attached hereto as Appendix B.
Selected Debt Data
The following tables provide a description of the City's outstanding
general obligation bonds, including their principal and interest requirements
as of (September 30, 1992,1 and information regarding its overlapping debt
with Dade County, Florida (the "County").
(THIS SPACE INTENTIONALLY LEFT HLANR)
14 93- 431
F/15180JQ/3
(GBNERAL OBLIGATION OWDS OUTSTANDING OM SIPTiIB23E 30, 19924,
Final
Dated Maturity Amount Amount
Genersl obligation Issue QUL year It>ES1s61 Qutetandin2 M
Fire Fighting .................................
6/1/72
1992
S 1,100,000
Sanitary Sewer ................................
6/1/72
1992
5,000,000
Police Headquarters ...........................
6/1/72
1992
1'500,000
Stores Sewer Improvement .......................
6/1/72
1992
3,000,000
Street and Highway Improvement ................
6/1/72
1992
2,000,000
Public Park 9 Recreational Facilities.........
10/1/72
1997
28.350,000
Storm Sewer Improvement .......................
9/1/73
1993
2,000,000
Police Headquarters ...........................
9/1/73
1993
4,000,000
Storm Sewer Improvement .......................
3/1/75
1995
3,000,000
Police Headquarters ...........................
3/1/75
1995
8,000,000
Sanitary Sewer ................................
10/1/75
1995
5,000,000
Police Headquarters ...........................
10/1/75
1995
2,000,000
Sanitary Sewer ................................
5/1/77
1977
13,000,000
Fire Fighting .................................
5/1/77
1977
5,000,000
Police Headquarters ...........................
5/1/77
1977
3,000,000
Storm Sewer Improvement .......................
5/1/77
1977
2,000,000
Fire Fighting .................................
12/1/77
1998
1,000,000
Public Park 6 Recreational Facilities.........
12/1/77
2003
11,540,000
Housing .......................................
12/1/77
2008
1,500,000
Street 9 Highway Improvement ..................
12/1/78
1998
5,000,000
Sanitary Sewer ................................
12/1/78
1998
6,000,000
Fire Fighting, Prevention 9 Rescue Facilities.
12/1/78
1998
2,250,000
Storm Sewer Improvement .......................
12/1/78
1998
5,000,000
Fire Fighting, Prevention i Rescue Facilities.
8/1/81
2001
1,750,000
Storm Sewer Improvement .......................
VIM
2001
3,000,000
Housing .......................................
VIM
2011
4,400,000
Fire Fighting, Prevention i
Rescue Facilities(2).........................
5/1/83
2003
8,000,000
Storm Sewer Improvement(2)....................
5/1/83
2003
4,000,000
Sanitary Sewer(2).............................
5/1/83
2003
6,000,000
Street Highway Improvement(2).................
5/1/83
2003
6,000,000
Housing(2)....................................
5/1/83
2013
1,000,000
Fire Fighting ..............•••••••••••••••.•••
6/1/85
1998
2,075,000
Sanitary Sewer ................................
WAS
1996
4,205,000
Storm Sewer ...................................
4/1/85
19"
2,265,000
HighwayImprovement ...........................
4/1/85
1998
2,785,000
Police Headquarters ...........................
4/1/85
1998
2.145,000
Police Headquarters (3)........................
6/1/86
2005
12,000,000
Storm Sewer(3)................................
6/1/86
2011
5,000,000
Sanitary Sewer(3).............................
6/1/86
2006
3,000,000
Street 9 Highway(3)...........................
6/1/86
2006
2,000,000
(CHART CONTINUED ON FOLLOWING PAGE)
15
F/15180JG/3
93- 481
conaral Obligation Refunding ..................
8/1/86
20%
38,355,000
Pollution Control Facilities ..................
10/1/66
2006
4,000.000
Street i Highway IsprWASIent..................
10/l/86
2006
2,375,000
Police Headguartars(3)........................
8/l/87
2007
1,500,000
Storm Sewer(3)................................
8/i/81
2007
1,000,000
Sanitary Sawr isproveeent(3).................
9/l/87
2007
2,500,000
street i Highway isprovesnnt(3)...............
8/l/87
2007
5,000,000
Police Headquarters(3)........................
11/1/88
2008
1,S00,000
Stour Sewer leprovement(3)....................
11/i/88
2013
5.000.000
Sanitary Sewr(3).............................
11/l/88
2008
5,000,000
Street i Highway Isprovement(3)...............
ll/l/88
2008
3,900,000
Fire Fighting Prevention & Rescue
Facilities(b ...............................
ll/l/lib
2008
3,000,000
General Obligation Refunding ..................
4/l/89
Zola
22,605,000
General Obligation Refunding ..................
5/1/91
2013
16,135.000
Fire Fighting(3)..............................
7/1/91
2011
3,000,000
Sanitary Sewr(3).............................
7/1/91
2011
7,000,000
General Obligation Refunding ..................
11/15/92
TOTAL
HiLwam 3,���
* Does not include the City's $10,000,000 General Obligation Bonds (Sanitary
Sewer Improvements) due 2017 dated August 1, 1992.
(1) Includes an October 1, 1991 principal payment in the amount of $1,600,000
that was recorded as an accrual in the City's Financial Statements as of
September 30, 1991.
(2) These bonds were partially refunded by $16,135,000 General Obligation
Refunding Bonds, Series 1991 issued on April 30, 1991.
(3) To be refunded in part, with proceeds of the Series 1993 Bonds.)
Sources (To follow]
(THIS SPACE INTENTIONALLY LEFT BLANK)
16
f/15180JG/3
93- 481
(CITY OF MIAMI, FLORIDA
GENERAL OBLIGATION HORDED
INDEBTEDM M
PRINCIPAL AND INTBREST R1WIRZMZMTfi
AS Or Riapma ER 30,
1992
Endina Se2tember_30
principal
Interest
Total
1993
9,945,000
10,819,184
20,764,184(1)
1994
11,980,000
11,S84,558
23,564,558
1995
12,345,000
10,787,537
13,132,537
1996
12,245,000
10,010,142
22,255,142
1997
12,355,000
9,240,512
21,59S,512
1998
11,585,000
8,482,890
20,067,890
1999
10,810,000
7,743,633
18,553,633
2000
10,160,000
6,962,619
17,122,619
2001
10,740,000
6,194,993
16,934,993
2002
10,850,000
5,594,765
16,444,165
2003
11,385,000
4,834,641
16,219,641
2004
9,660,000
4,037,171
13,697,171
2005
9,270,000
3,342,984
12,612,984
2006
7,590,000
2,663,616
10,253,616
2007
6,260,000
2,125,383
8,385,383
2008
5,355,000
1,704,642
7,059,642
2009
5,470,000
1,367,415
6,837,415
2010
4,395,000
1,065,359
5,460,359
2011
3,805,000
785,914
4,590,914
2012
2,295,000
557,419
2,852,419
2013
2,385,000
413,696
2,798,696
2014
2,415,000
263,986
2,678,986
2015
670,000
128,865
798,865
2016
710,000
88,330
798,330
2017
750,000
45.375
795,375
TOTAL S185,430.000
$110,845.629
S296,275.629
(1) Excludes October 1, 1992 installment in the amount of $13,319,460 recorded
in the general obligation debt service fund.)
Sources City of Miami, Florida Comprehensive Annual Financial Report, Year
Ended September 30, 1992.
17 93- 481
F/151&DJG/3
r
CITY OF MIAMI, FLORIDA
RATIO OF AWWAL DEBT SKRYiCZ X PMWrTMM
FOR GENERAL BONDZD DZ9T TO TOTAL GENERAL FU K PZNDI%V"S
AND OTMM FIXANCING OSKS
LAST TEX FISCAL Y=ARS
(in thousands)
General Handed
Total General Fund
Fiscal
Bond
bond
Debt Service
Expe ciltures i Other
Year
Prineical
interest
Ex iturst
Finwmins Uses
Sotto
1992
$11,375
$12,620
523,995
5204,863
11.71%
1991
10,995
12,363
23.358
200,316
11."
1990
11.711
13,M
25,489
198,354
12.85
1989
11,280
13,659
24.939
193.018
12.92
1988
12,000
14,176
26.176
186.337
14.05
1987
11,400
13,609
25,009
187,700
13.32
1986
10,800
13,281
24,081
189,424
12.71
1985
10.010
12,540
22,550
181,805
12.40
1984
9,570
7,924
17,494
166,880
10.48
19a
9,990
6,570
16,560
151,740
10.91
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year
Ended September 30, 1992.
CITY OF MIAMI, FLORIDA
SCiiBDM OF DIRECT AND OVZRLAPP13IG
GENERAL OBLIGATION DEBT
September 30, 1992
(in thousands)
Aaount
Percentage
Available
Appliablt
City$@ Share
Gross Debt
And Reserves Not Debt
To City
of Debt
City of Kiwi S 185,430
S 690 S 164,740
100%
$164,740
Metro -Dade County 4",In
37,993 451,178
19it17
$5,723
School Ooardi2l 394,020,
20.326 373,694
1920)
71.001
$5�009 S1 009
53411,W
Based upon 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, 1992.
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year
Ended September 30, 1992.
s
F/15180JG/3
18 93- 481
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 City's tax base.
CITY OF KIAMI, FLORIDA
CURRENT DEBT RATIOS
SEPTMU= 30, 1992
FACTORS:
Assessed Valua(i)
Net taxable valuation
City of Niswi debt, not of reserve furls:
General obligation
Special obligation(2)
Combined direct debt
overlapping debt, net of reserve funds:(3)
General obligation
Special obligation
Combined net overtopping debt
Total net direct and net overlapping debt
Population of Mimi(4)
Net assessed valuation per capita
Net taxable valuation per capita
DEBT RATIOS:
Net direct general obligation debt as a percent of
taxable assessed valuation
Combined net direct and overlapping general obligation
debt as a percent of taxable assessed valuation
Net direct general obligation debt per capita
$184,740,000
230,570,000
$156,724,000
78,846,000
Combined net direct general and special obligation debt per capita
Combined net direct and overlapping general obligation debt per capita
Combined net direct and overlapping general and special
obligation debt per capita
S11
S 10.9 LL442M
S 415,310,000
235,570,000
S 65. O 880 0�00
390,700
S 31,321
S 28,777
1.69X
3.121
S 485.26
S 1,090.91
$ 896.94
S 1,709.69
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 Miami.
(4) Based on City of Miami estimate. The 1990 U.S. Bureau of the Census
preliminary population count of 358,458 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, 1992.
19 93- 481
F/15180 4/3
RATIO OF NST G81i8RAL OBLIGATION 8OKD19D DNB?
TO 119T ASSESSED VALUs AND MST GXXXRAL OBLIGATION
BONDED DEBT P19R CAPITA
(in thousands)
Mot
Not General
Fiscal
Assessed
Marstood
Assessed
obligation
Year
Poculationt1l
value
Exaction
Value
220M Debt
Wig
Car Cmite
1992
383,700(2)
$11,923,790
$968,250
$10,955,540
$154,740
1.69%
$485.26
1991
383,000(2)
11,M.685
985,533
10,796.152
156,144
1.73
486.79
1990
393,OOO(2)
11,515,111
981,728
10,533,383
154,302
1.75
461.20
1989
371,444(2)
11,210,985
969,335
10,241,"0
195,560
1.91
527.29
1988
369,007(2)
10.761.797
954,978
9,806.819
186,041
1."
504 A 7
198T
3681210(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
1995
380,446(2)
9,696,610
952,430
8,744,180
1?0,087
1.95
447.07
1934
383,027(2)
9,346,033
954,979
8,391,054
1",102
1.74
381.74
1953
382,726(3)
8,659,281
920.695
7,738,386
124,955
1.61
326.49
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, Fiscal
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 ► 19—.
Date of Previously
voter Approval Type of Debt Authorized Issued
110/1/80 Sanitary Sewer $45,000,000 $32,500,000
20
F/15168JQ/3
Balance Unissued
$12,500,0001
93- 481
ADDITIONAL FINANCIAL INFORMATIOU RELATING
TO T13E CITT OF XIAKI
General Description of Financial Practices
The City Charter requires the City Manager to submit a budget estimate not
later than one month before September 30 of each fiscal year. Each department
prepares its own budget request for review by the City Manager. The City
Commission holds public hearings on the budget plan and must adopt the budget
not later than October 1. The City Commission adopted a budget for the
1993-1994 fiscal year on September 24, 1992.
The financial statements of the City are audited annually by a firm of
Independent certified public accountants. For the fiscal year ending
September 30, 1992, the City employed Deloitte Touche and their opinion is
included with the City's audited financial statements for the fiscal year
ending September 30, 1992 in Appendix B, "General Purpose Financial
Statements."
The following table presents certain financial information of the City
derived from its General Purpose Financial Statements (and a summary of
information from the budgets of the City for its 1991-1992 and 1992-1993
fiscal years).
[THIS SPACE INTENTIONALLY LEFT BLANK)
21
F/15180JG/3
93- 481
(Susasary of Revenues, Ixpenditures and Year -Ind Lund Balances
General Fund
and General
Obligation Debt Service fund
Fiscal Years
Inded September 30
($ in
thousands)
Budget
Budget(1)
1993
19921 �41 1?3.4
19�.9
General Fund:
Revenues and Other
Financing Sources
$195,558
$200,391 $200,549 $198,392
$191,343
Expenditures and Other Uses
195,558
201,365 200,572 198.522
193.018 (2)
Excess (Deficiency) of Revenues
and Other Financing Sources
Over Expenditures and Other
Uses
��e
(974) (23) 0 30)
(1,675)
Equity Transfer -Net
Year -End Fund Balance
(29)
S.I.a.ill
Genersl Obligation Debt
Service Fund:
Revenues S 25,250 S 25,763 S 24,852 S 26,913 S 25.761
Expenditures and Other Uses 25,250 25,763 25,313 27,065 25,360
Excess (Deficiency) of Revenues
Over Expenditures and Other
Uses � .0- (461) (152) 381
Equity Transfer; Net (713)
Year -End Fund Balance ..Ja 51M 1.690
Budget appropriated fund balances to cover projected deficit.
(2) Accounting transaction for a capital lease/purchase of computer equipment,
net present value of $5,769,000, has been excluded from this schedule to
provide a comparison consistent with other years.]
Sources (TO FOLLOW)
Description of Revenues
The following is a description of the revenues which comprise the City's
General Fund.
Property Taxes. Article VII, Section 9 of the Florida Constitution
provides that except for taxes levied for payment of bonds and certain voter
approved levies, municipalities in the State many not levy ad valorem taxes in
excess of ten mills ($10 per $1,000) of assessed valuation upon real estate
and tangible personal property having a situs within the taxing city, when the
tax is being imposed to generate monies for municipal purposes.
22 93- 481
F/1518DJG/3
Both Dade County and the City tax real and tangible personal properties
within the City.
Dade County and its twenty-eight incorporated municipalities, including
the City, do not levy personal income tax, gross receipts tax, inheritance
tax, gift tax or commuter tax.
LPublic Service Taxes. These taxes are deposited in the Public Service
Tax Special Revenue Fund, and subsequently transferred to other funds,
including the General Fund.)
(Franchise Taxes. The City has entered into franchise agreements with
utilities to generate revenues for the City based on the dollar volume of
services rendered to City residents. The most significant of these agreements
is with Florida Power G Light Company for a 30-year period, with an estimated
revenue of $12.8 million in fiscal year 1992-1993.)
(Local Option Gas Tax. This is a tax levied on the sale of gasoline. The
funds generated are to be used for transportation systems and for street and
highway maintenance.)
jgccupational Licenses. The City levies a license tax for business
privilege licenses. License taxes vary according to the type of business.
The exception to this are the contractors licenses, which are collected only
by the Dade County Tax Collector. There is a not contractor's fee for all
contractors within the County. After collection, Dade County returns to the
cities its pro rata share of revenue collected. The pro rata share due each
city depends on the number of contractors dong business within each cityll's
limits.)
(State Revenue Sharino. The revenues distributed to the municipalities by
the State of Florida under the State's revenue sharing program are derived
from a percentage of its collection of the State cigarette tax, the State
motor fuel tax and the State road tax. Its guaranteed entitlement component,
$5.7 million annually, is pledged for the payment of debt and recorded in
other funds. Unused funds are transferred to the General Fund as other
financing sources.)
Sales Taxes. The State of Florida levies a 6 percent sales tax. A
portion of this tax, one half of one percent of the 6 percent levied, is
shared by municipalities based on their population.
The City's General Fund receives revenues from a variety of sources. The
following table lista the revenues received by the City from these sources for
the past five fiscal years. Certain financing ■ounces presented as "Operating
Transfers In" in Appendix B, "General Purpose Financial Statements" are
reclassified in this table according to their sources of origin.
23 9 3 - 4.8 1
F/15180 4/3
(General Fund Revenue and other Financing Sources
($ in thousands)
(Budget)(') (Budget)(')
1993 19g2 1991 1990 1989
Taxes:
Property Taxes
Public Service Taxes
Franchise Taxes
License and Permits
Intergovernmental:
State Revenue Sharing
Sales Taxes
other Grants
Intrrgovernmental
Charges for Services
Interest
Other Revenues and
Financing Sources
Total
$100,012 $104,548 $99,966 $98,366 $94,001
22,876 22,302 22,771 21,410 22,067
14,085 19.0661 18,00j 17,557
S136,M 6145,916 S141,448 $137,780 S133,635
4,595 4,609 4,773 6,003 6,330
2,825 3,235 4,361 4,947(2) 10,873
15,748 15,352 15,406 15,501 15,407
10,808 5,637 5.594 4.589 3i458
3,178 4104 6.471 2,657 2,720
6,031 6.822 4.830 3,856 3,227
1,270 2,763 3,438 2,234 1,822
$195,558 $201,365 $200,549 $198,392 $191,343
Budgets adopted by City Commission.
(2) Effective in 1990, guaranteed entitlement revenues of $5.7 million have
been recorded annually in debt service and enterprise funds as pledged for
debt repayment. Unused funds approximating $5.5 million are transferred
annually to the General Fund as other financing sources. In prior years
Guaranteed Entitlement Revenues were recorded in the General Fund as part
of State Revenue Sharing.)
Source: (To Follow)
NUNICIPAL BOLD IASURANCZ
(TO FOLLOW)
24 93- 481
Fits1eoJc/a
:N
i
RXCZNT DYVZWPXR TS
E*ployee Benefits Liability
The City is a party to a number of cases involving the City's pension fund
and workers' compensation. Prior to 1973, Florida statutory law as well as
the City's Code permitted the City to deduct from employees' pension payments
the amount that employees received from worker's compensation. In 1973,
Florida statutory law was repealed, but the City continued to offset its
pension payments against workers' compensation payments of its employees
pursuant to the City Code. In 1989, the Supreme Court of Florida ruled that
the City's pension offset was improper. As a result, the City is or may be
subject to an additional 56 pension offset cases. (To date, the Judge of
Compensation Claims Court has issued 18 orders against the City which total in
the aggregate $2,543,312. The City took an appeal from each of those orders
and has lost at the appellate court on most of them. The City has employed
legal counsel to seek review of those decisions by the Supreme Court. In
addition to the 18 orders, 23 other cases are currently in litigation, and the
remaining 16 cases have not been pursued to date. If all 57 cases are decided
against the City, the total cost is estimated to be $6.4 million for which the
City does not have reserves.
In the event that the City is successful in its efforts at the Florida
Supreme Court level, the financial impact on the City may be significantly
reduced. Otherwise, it will need to consider other alternatives such as a
structured payment over a number of years in order to try to mitigate the
financial impact that these decisions would have if the City were required to
pay all the claims within a short period of time. I
State Asseeeaent Cap
On November 3, 1992, the voters of the State of Florida passed an
amendment to Article VII, Section 4 of the Florida Constitution establishing a
limitation of the lesser of 3s or the increase in the Consumer Price Index
during the relevant year, on the annual increase in assessed valuation of
homestead (primary residence) property, except in the event of a sale thereof
during such year, and except as to improvements thereto during such year.
Because the amendment did not become effective until January 5, 1993,
assessments as of January 1, 1993 will not be subject to the foregoing
limitation. The amendment did not alter any caps on millage rates otherwise
set forth in the Florida Constitution.
Since the City has authority to increase the millage levy for voter
approved general obligation debt to the amount necessary to satisfy the
related debt service requirements, the amendment is not expected to adversely
effect the ability of the City to pay the principal of or interest on the
Series 1993 Bonds. However, in periods of high inflation, those
municipalities whose operating millage levies are approaching the
constitutional cap and whose tax base consists largely of residential real
estate, may, as a result of the above -described amendment, need to place
25 93- 481
f/15160JG/3
greater reliance on non -ad valorem revenue sources to most their operating
needs. At the present time, approximately two-thirds of the City's ad valorem
tax revenues are levied on commercial real estate.
U IN
In the opinion of Co -Bond Counsel, under existing statutes and court
decisions, interest on the Series 1993 Bonds is not included in gross income
for federal income tax purposes, assuming compliance by the City with certain
covenants and procedures and is not treated as an item of tax preference for
purposes of the alternative minimum tax imposed on individuals and
corporations under the Internal Revenue Code of 1986, as amended (the
*Codes). The Series 1993 Bonds and the income thereon are exempt from
taxation under the laws of the State of Florida, except for estate taxes and
taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits
and debt obligations owned by corporations, banks and savings associations, an
defined therein.
The opinion on tax matters is based on certain representations set forth
in the Tax Certificate delivered by the City upon the issuance of the Series
1993 Bonds and the City's covenant contained in the Resolution that it will do
and perform all acts and things necessary to assure that interest on the
Series 1993 Bonds is not included in the gross income of each registered owner
pursuant to the Code. Co -Bond Counsel did not independently verify the
accuracy of the representations made by the City.
The Code prescribes a number of qualifications and conditions for the
interest on local government obligations to be excluded from gross income for
federal income tax purposes, some of which, including provisions for potential
payments by the City to the federal government, require future or continued
compliance after issuance in order for the interest to be and continue to be
so excluded from the date of issuance. lion -compliance with these requirements
could cause the interest on the Series 1993 Bonds to be included in the gross
income for federal income tax purposes of its registered owners and to be
subject to federal income tax retroactively to the date of their issuance.
There are Code provisions applicable to corporations, as defined for
federal income tax purposes, that impose an alternative minimum tax of
seventy-five percent (75%) of the excess of adjusted current earnings over
other alternative minimum tax income which may subject a portion of the
Interest on the Series 1993 Bonds earned by affected corporations to that
corporate alternative minimum tax. Under the Code, interest on the Series
1993 Bonds may be subject to an environmental tax imposed on corporations for
certain taxable years, a branch profits tax imposed on certain foreign
corporations doing business in the United States, and a tax imposed on excess
net passive income on certain subchapter S corporations. In addition, under
the Code, the exclusion of interest from gross income for federal income tax
purposes can have certain adverse federal income tax consequences on items of
income or deductions for particular taxpayers, including among them, financial
institutions, some insurance companies, recipients of social security and
railroad retirement benefits, and those that are deemed to incur or continue
26 93- 48 1
f/151aD,IG/3
indebtedness to acquire or carry tax exempt obligations. The applicability
and extent of these and other tax consequences will depend upon the particular
tax status of each bondholder. For that reason, they should consult their tax
advisors before purchasing the series 1993 Bonds to determine to what extent,
if any, the foregoing tax provisions will have on them. Bond counsel does not
express and has not expressed an opinion on these matters.
(ORIGIXAL ISSO= DISCOUNT)
(To Follow]
RATINGS
Standard and Poor's Corporation and Moody's Investors Service Inc. have
assigned their municipal bond ratings of and , respectively, to
the series 1993 Bonds with the understanding that upon delivery of the series
1993 Bonds, a policy insuring the payment when due of the principal of and
interest on the Series 1993 Bonds will be issued by In
connections with such ratings, certain information was supplied by the City to
such rating agencies to be considered in evaluating the Series 1993 Bonds.
Such ratings reflect only the respective views of such rating agencies, and
any explanation of the significance of such ratings should be obtained from
the rating agency furnishing the same. There is no assurance that any of such
ratings will be retained for any given period of time or that the same will
not be revised downward, suspended or withdrawn entirely by the rating agency
furnishing the same if, in its judgment, circumstances so warrant. The City
undertakes no responsibility with to bring to the attention of owners of this
Series 1993 Bonds any downward revision, suspension or withdrawal of any such
rating or to impose any such revision. suspension or withdrawal of such
ratings, or any of them, may have an adverse effect on the market price of the
Series 1993 Bonds.
LITIGATION
(There is not now pending any litigation restraining or enjoying the
issuance or delivery of the Series 1992 Bonds or the levy or collection of ad
valorem taxes to pay the principal of premium, if any, and the interest on the
Series 1993 Bonds, or questioning the proceedings or authorization under which
the Series 1993 Bonds are to be issued, or affecting the validity of the
Series 1993 Bonds.
The City is a defendant, from time to time in various lawsuits. In the
opinion of the City Attorney, any such pending litigation which represents
potential liability for the City will not have a material effect on its
ability to pay the principal of, premium, if any, or interest on the Series
1993 Bonds.)
27 93- 481
F/1518OJQ/3
FINANCIAL STATZMZXTS
The financial atatements of the City set forth in this Official statement
have been examined by Deloite & Touch*, independent certified public
accountants, for the fiscal year ended September 30, 1992, as stated in their
report to the City Commission dated March 30, 1993 and are an integral part of
this Official statement. Both the accountants report and the City's audited
financial statements are included as Appendix B to this Official Statement.
LEGAL MATTERS
Legal matters incident to the authorisation, delivery and sale of the
Series 1993 Bonds, and with regard to the tax status thereof under existing
laws, regulations, rulings and judicial decisions, are subject to the
unqualified approving opinion of Fine Jacobson Schwartz Nash & Block, Miami,
Florida and the Law Office of Manuel AlonBo-Poch, P.A., Miami, Plorida,
Co -Bond Counsel which opinion shall be substantially in the form attached to
this official Statement as Appendix D. Certain legal matters will be passed
on for the City by A. Quinn Jones III, Esq., City Attorney. Certain other
legal matters will be passed on for the Underwriters by their Co -Counsel,
Ruden, Barnett, McClosky, Smith, Schuster & Russell, P.A., Fort Lauderdale,
Florida and Kubicki, Draper, Gallagher & McGrane, P.A., Miami, Florida.
UNDERWRITING
The First Boston Corporation, First Equity Corporation of Florida, PrySor
McClendon Counts & Co., Inc., Artemis Capital Group, Inc. and Samuel %.
Ramirez & Co., Inc. (collectively, the "Underwriters") have agreed, subject to
certain conditions, to purchase the Series 1993 Bonds from the City at an
aggregate purchase price of $ (which represents the par amount of the
Series 1993 Bonds less an original issue discount and an Underwriters'
discount), plus accrued interest. The Underwriters' obligations are subject
to certain conditions precedent, and they will be obligated to purchase all
the Series 1993 Bonds if any Series 1993 Bonds are purchased. The Series 1993
Bonds may be offered and sold to certain dealers (including dealers depositing
such Series 1993 Bonds into investment trusts) at prices lower than such
public offering prices, and such public offering prices may be changed, from
time to time, by'the Underwriters.
71MANCIAL ADVISORS
The City has retained Howard Gary & Company, Miami, Florida, and Raymond
James & Associates, Inc., St. Petersburg, Florida, as Financial Advisors (the
"Financial Advisors") in connection with the preparation of the City's plan of
financing and with respect to the authorization and issuance of the Series
1993 Bonds. The Financial Advisors are not obligated to undertake and have
not undertaken to make, an independent verification or to assume
responsibility for the accuracy, completeness, or fairness of the information
28 93- 481
f/151s0JG/3
contained in this Official Statement.
& Associates, Inc., are full service
financial advisory and underwriting
throughout the nation.
Howard Gary i Company and Raymond Janes
investment banking firms which provide
services to governmental entities
AUTSEHTICITY Or >riNAItCIAL INFORMATION
The financial data and other information set forth in this Official
Statement have been obtained for the City and other sources which are believed
to be reliable, but no guarantee is made as to the accuracy or completeness
thereof, and the inclusion of such information herein is not to be construed
as a representation to that effect. There is no guarantee or representation
that any of the assumptions or estimates contained in this Official statement
will ever be realized. All of the summaries or excerpts of statutes,
resolutions or other documents contained herein do not purport to be complete
statements and are made subject to all provisions of such statutes,
resolutions and documents. Reference should be made to such original sources
In all respects.
ARITSMETICAL ACCURACY OF CERTAIN COMPUTATIONS
The arithmetical accuracy of certain computations included in the
schedules provided by The first Boston Corporation, Howard Gary 6 Company and
Raymond James S Associates, Inc., relating to (a) computation of forecasted
receipts of principal and interest on certain acquired obligations and the
forecasted payments of principal and interest to redeem the Refunded Bonds,
and (b) computation of the yields on the Series 1993 Bonds and cert*in
restricted acquired obligations was examined by , certified public
accountants. Such computations were based solely on assumptions and
information supplied by the City and its representatives. has
restricted its procedures to examining the arithmetical accuracy of certain
computations and has not made any study or evaluation of the assumptions and
information on which the computations were based and, accordingly, has not
expressed an opinion on the data used, the reasonableness of the assumptions
or the achievability of the forecasted outcome.
DISCLOSURE REQUIRED BY FI.ORIDA BLUE SXT REGULATIONS
Rule 3E-400.003, Florida Administrative Code, requires the City to
disclose each and every default as to payment of principal and interest after
December 31, 1975 with respect to obligations issued or guaranteed by the
City. Rule 3E-400.003 further provides, however, that if the City in good
faith believes that such disclosure would not be considered material by
reasonable investors, such disclosure may be omitted. Certain obligations
issued by the City in which the City has acted merely as a conduit for payment
do not constitute an actual debt, liability or obligation of the City, but are
instead secured by payments to be made from certain users of bond -financed
property. Because such other obligations are not dependent upon the City for
repayment, they do not affect or reflect the financial strength of the City.
29 93- 481
F/1518VJG/3
Accordingly, any prior default with respect to such obligations issued by the
City would in the City's judgment be considered material by reasonable
Investors in the Series 1993 Bonds. Accordingly, the City has not taken
affirmative steps to contact the various trustees of conduit bond issues of
the City to determine the existence of prior defaults.
Notwithstanding the foregoing, to the beat knowledge of the Director of
Finance of the City, the City has not received actual notice of any default in
the payment of principal or interest after December 31, 1975 on any obligation
Issued or guaranteed by the City. Nevertheless, given the number of bond
Issues of the City and the turnover in administrative personnel since
December 31, 1975, there is no assurance that no obligations issued by the
City were ever in default with respect to the payment of principal and/or
interest.
CERTAIN CLOSING CERTIFICATES
Concurrently with the delivery of the Series 1993 Bonds, the City Manager
and the Director of Finance will furnish their certificate to the effect that,
to the best if their knowledge, this Official Statement, as of its date and as
of the date of the delivery of the Series 1993 Bonds, did not and does not
contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements contained therein, in the light if the
circumstances under which they were made, not misleading.
In addition, at the time of delivery of the Series 1993 Bonds to the
Underwriters, the City will provide to the Underwriters a certificate (which
may be included in a consolidated closing certificate of the City describedtin
this section immediately above), signed by those City officials who signed
this Official Statement, relating to the accuracy and completeness of this
Official Statement and to its being a wfinal official statement" in the
judgment of the City for the purposes of Rule 15c2-12(b)(3) of the Securities
and Exchange Commission.
APPROVAL OF OFFICIAL STATZK1Xi
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 1993 Bonds, the
security for the payment of the Series 1993 Bonds and the rights and
obligations of the holders thereof. Copies of such documents may be obtained
from the City's Director of Finance at 300 Biscayne Boulevard Way, Suite 210,
Miami, Florida, 33131, telephone number (305) 579-6350, or from its Financial
Advisors, Howard Gary 4 Company, 3050 Biscayne Boulevard, Suite 603, Miami,
Florida 33137-4163, telephone number (305) 571-1380, and Raymond James &
Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida, 33716,
telephone number (813) 573-8169.
30 93-- 481
f/15180JG/3
The execution of this Official Statement has been duly authorized by the
Commission of the City of Miami.
THE CITY OF MIAMI, FLORIDA
$y=
f/15160JG/3
Kayor
31 93- 481
Appendix a
Description of the city of Miami
93- 481
F/151ED.la
DESCRIPTION OF THX CITY OF KIAMI*
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 2,000 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 Bahamiam 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 us strongly influenced by the Gulf Stream, trade winds and other local
climactic factors. Its average yearly temperature is 75.5 degrses
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 358,456
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
acts 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
*Sources City of Miami, Florida.
A-1
F/151WJG
93- 481
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.
The City Manager serves as the administrative head of the municipal
government, charged with the responsibility of managing the City's financial
operations and organizing and directing the administrative infrastructure.
The City Manager also retains full authority in the appointment and
supervision of department directors, preparation of the City's annual budget
and initiation of the investigative procedures. In addition, the City Manager
taken appropriate action on all administrative matters.
Mayor and City Commissioners.
Xavier L. Suarez was elected Mayor in November 1985 and 1987 for
respective two-year terms and re-elected in 1989 to a four-year term. Mayor
Suarez is a summa cum laud* graduate of Villanova University, and holds a
Masters Degree in Public Policy from John F. Kennedy School of Government of -
Harvard University and a Juris Doctorate from Harvard Law School. Mayor
Suarez is currently a partner in the Miami law firm of Jordon S Schulte.
Mayor Suarez has actively served the Miami community for a number of years
through participation on numerous advisory boards and committees.
Vice -Mayor Victor H. De Yurre was elected Commissioner in November 1987
and 1991,•for respective four-year terms. Vice -Mayor De Yurre was elected as
Vice Mayor for a one year term commencing December 1, 1992. Vice -Mayor
De Yurre is a graduate of the University of Miami and holds a Juris Doctorate
from St. Mary's University School of Law and a Master of Laws degree in
Taxation from the School of Law of the University of Miami. Vice -Mayor
De Yurre has his own legal practice and has served on numerous advisory boards
and committees in the Miami area.
Miller J. Dawkins was elected Commissioner in November 1981, 1985, and
1989 for respective four-year terms. Commissioner 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.
Dr. Miriam Alonso was elected Commissioner in November 1989 for a
four-year term. Commissioner Alonso in a graduate of the Catholic University
of America and holds degrees in International and Comparative education and a
Doctorate in Philosophy. Commissioner Alonso has a real estate investment
company and has served on several civic and community boards.
„-z 93- 481
P/15180J9
J.L. Plummer, Jr. was appointed Commissioner in October 1970 and was
elected Commissioner in November 1971, and re-elected in 1975, 1079, 1983,
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, Florida.
Administration of the City
Cesar H. Odic was appointed City Manager, effective December 16, 1985.
Prior to his appointment to the top administrative position in the City,
Mr. Odic served as Assistant City Manager for the City since January 1980.
Mr. Odic'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 Villanova, Havana,
Cuba.
Carlos E. Garcia, CPA, was appointed Director of Finance in July 1980.
Mr. Garcia joined the City in November 1976 as Assistant Finance Director.
Mr. Garcia had been previously employed in private industry in'positions of
Treasurer, Controller and Auditor. Mr. Garcia is a cum lauds 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 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. Qyinn Jones, III, Seq. is the City Attorney for the City of Miami.
Mr. Jones attended Howard University where he graduated magna cum lauds 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 i Roth where he
handled public utility rate cases before the District of Columbia Public
Service Commission. Mr. Jones is a member of Phi Bette 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 Attorney's office in 1983. Mr. Jones
served as the administrator 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.
A-3 93- 481
F/15180JG
Scope of Services and Agency Functions
The City provides certain services as authorised 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 420 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 Goverment 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 29 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 city's operations (1) if the services fall below the minimum
standards met 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 rational Crime Information Center in Washington, D.C. and
the Florida Crim 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, 19731 the development and operation of
County -wide water and sewer systeml the coordination of the various surface
f/15180�G A-4 93- 481
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; furnishing 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 DXY=RAPHIC 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 bass. 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 7,500 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
FJ15180JC A-5 93- 481
project currently features 235,000 square feet of retail space. Total project
cost was $128 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.
Sayfront Park
(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.
Southeast Overtown/Parkwest
The Southeast Overtown/Parkwest Redevelopment Program entails the
redevelopment of 200 acres of prime real estate, adjacent to the central
business district, for new residential commercial activity. The general
redevelopment concept for the project area is the provision of a wide range of
housing opportunities, with supporting commercial uses, to serve the area's
future population. By the end of the century the project area is envisioned
to have the capacity to support over 9,000 residential units and over one
million square feet of commercial space. The City has been delegated limited
redevelopment powers involvement will focus on land acquisition, resident,
relocation, demolition, project marketing, infrastructure improvements and.
construction and, in some instances, the provision of *gap" financing. '(The
City has estimated that over $1.0 billion in private investment will occur
during the next 20 years. Phase I development started in the fall of 1988
with 860 units. Public infrastructure work, including utilities, street
improvements and pedestrian amenities, is now being designed for
implementation in conjunction with the private development. Total public
investment in Phase I Redevelopment is over $58 million. New private
construction in the amount of $200 million is planned to occur over the next
five years for a total of 1,100 residential units and 250,000 square feet of
commercial space.]
Miami Arena
(The County levies a 3% Convention Development Tax on hotel roams, 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.
Corporate Bzpansion
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
F/1518DJ0 A-6 93- 431
Miami, over 100 international corporations have not 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 S Bass 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 (35s) of the
City's industrial space. Transportation and service companies occupy the bulk
of the remaining 115%) of the City's 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 Resgrve
System has established a branch office in the County to assist the Atlanta
office with financial transactions in the South Florida area.
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A-7 93- 481
F/15180JG
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.
Number
June 30
5f Banks
Total Detsosits
1992
62
$22,581,503,000)l)
1991
68
22,087,323,000(1)
1990
69
22,783,647,000
1989
73
21,695,337,000
1988
75
20,070,795,000(2)
1987
69
25,958,000,000
1986
73
23,042,378,000
1985
75
21,6150733,000
1984
76
21,770,028,000
1983
74
19,256,581,000
1982
70
16,158,326,000
11) FDIC not available. The data was provided by Florida Hankers 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 Financial Report, Year
Ended September 30, 1992.
Tourim
Greater Miami always has been a very attractive city for domestic and
international tourists. Its climate and beaches draw many thousand 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 Alai, the Vizcaya Palace and Metrozoo. Other points of interest and
activities include tours of 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 race has been run annually in downtown Miami since 1983. Cars and
drivers from around the world competed for more than $300,000 in prize money
in 1992.
(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.)
A-8 93- 481
F/15180JG
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.
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 Dolphins and the Florida Marlins, is located in
North Central Dade County. Sports competition includes professional and
college football, basketball, baseball and championship boat races. Other
athletic events include amateur football, basketball, soccer, baseball,
motorcycle speedway racing and rowing events.
Golf is played year round at the Greater Miami area's 23 public and 14
private courses. Several open golf tournaments are held each year.
The Greater Miami Area's 403 public parks and playgrounds cover 408,710
acres, providing residents and visitors with a wide range of subtropical
nature settings unique only to South Florida in the continental U.S. Bach
park has a combination of facilities that are enjoyed year round. T�e
facilities include: public swimming and boating, equestrian trails and
baseball and softball fields.
The Greater Miami area's 22 public beaches comprise 1,400 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.
F/15180J0
A-9 93- 481
Public school enrollment, including both primary and secondary lever,
since 1983 is as follows:
School Enrollment
Public School System
School
Year
Ending
June.
1993
1992
1991
1990
1989
1988
1987
1986
1985
1984
1983
Source: Dade County School Board
Dade
County
Tgtal
293,578
295,016
285,631
275,807
265,384
250,977
241,588
231,761
224,280
219,857
218,879
over 120,000 students are enrolled in the following
universities located within the County or Greater Miami Areas
Barry University
Florida International University
Florida Memorial College
International Fine Arts College
Miami Christian College
Miami -Dade Community College
St. Thomas University
University of Miami
Film Industry
colleges and
s
. The Dade County film and televisions industry 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.)
Agriculture
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
A-10
F/15180JG 9 3 - 481
climate enables these crops to be grown and harvested. Many of the vegetables
are shipped to the 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 also in the United States.
Foreign 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 Financial 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.
Kiami International Airport
The county is the owner of five separate airports within its boundaries.
The responsibilities for their operation are assigned to the Dade Co4ty
Aviation Department. Miami International Airport (the "Airport") ranks 8th in
the nation and loth 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 runways, 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.
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A-11 93- 481
f/15180JG
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
yR"
(000'01
(Q001J lbol
1992
26,484
2,075,198
1991
26,591
1,81S,S34
1990
25,837
1,815,374
1989
25,408
1,730,850
1988
24,224
1,429,944
1987
23,801
1,374,360
1986
21,357
1,200,270
1985
19,853
1,031,700
1984
19,328
1,130,184
1983
19,322
1,184,526
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year
Ended September 30, 1992.
Port of Kiasii
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 2,928,532, an
increase of 66%. This increased growth highlights the Port's emergence as the
world's leading cruise ship port.
The Port specializes in unitized trailer and contained cargo handling
concepts.- The most effective use of equipment and the Port's 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 tons to over 3.8 million tons, an increase of 40%.
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A-12 93- 481
F/151"Ja
The summary of the growth in revenues, passengers and cargo for previous
years is presented below:
Yeas Revenues Passengers Cargo (Tonnacel
1992
$35,754,515
3,095,457
4,959,648
1991
32,733,262
2,928,532
3,882,286
1990
25,736,465(1)
2,734,816
3,590,937
1989
30,035,859
3,100,055
3,206,417
1988
26,489,275
2,502,411
2,602,556
1987
19,933,917
2,633,041
2,425,937
1966
17,973,522
2,520,511
2,406,084
1985
17,135,048
2,326,685
2,333,026
1984
15,943,548
2,217,065
2,287,281
1983
14,201,008
2,002,654
2,305,645
Previous years data included internal Revenue Service transfers. Actual
revenue increased 7% over the prior year.
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year
Ended September 30, 1992.
Destographic Data
The following table indicates the distribution by age groups among the
population of residents of the City and of the County.
0-4
25,627
139,714
5-17
56,868
328,296
18-20
13,804
82,000
21-24
29,822
111,876
25-44
105,524
609,719
45-54
38,896
212,098
55-59
19,004
91,769
60-64
19,665
90,816
65-74
32,460
146,131
75-84
20,603
94,356
85+
6.284
30,119
Total
53 8�
1.93�7®
Source: City of Miami, Florida Comprehensive Annual Financial Report, Year
Ended September 30, 1992.
A-13 93- 481
F/t518oJa
Retail Bales
Although
the City contains
22 percent of the
population of
the County,
almost half
of the dollar
volume of sale transactions for the
County are
reported in
the City. The
following table presents
five years
of taxable
sales information for the City and the County.
Taxable Years
(S in thousands)
12n
Fiscal Year
1m
IM i
im Im
8,814,453
58,847,178 S 8,614,429
S 8,226,828
S 8,708,334
Dade County
19.435,493
18,312,885 8,207,737
18,089,189
18,401,045
MiW /Dade
45X
48X 47%
45%
47%
Includes amounts received from the State of Florida on the sale of
professional services which became effective in July, 1967 and was
repealed in December, 1987.
Source: Department of Revenue; State of Florida
Unemployment Rates
Annual Average
1991 1990 1989$
.Miami 14.2 1s
10.7% 8.3% 7.9%
6.7•
Dade County 10.0
8.7 6.7 6.4
5.4
U.S. 7.4
6.7 5.5 5.3
5.5
Source: United States Department of Labor, Bureau of Statistics
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A-14 93-- 481
F/15/8DJ0
Building Peraits
The dollar value of building permits issued in the City and in the
unincorporated areas of the County since 1983 is as follows:
City of
unincorporated
YA"
MLaMi
Dade County
1992
$216,266
$1,166,644
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
1,023,858
1985
322,785
864,862
1984
345,262
953,055
1983
299,941
903,706
Source: City of Miami, Florida Comprehensive Annual financial Report, Year
Ended September 30, 1992.
New Residential Construction
New residential construction in the City since 1983 has been estimated as
follows:
Number of
Yea
units
1992
119*
1991
380
1990
973
1989
1,624
1988
212
1987
1,425
1986
801
1985
603
1984
1,018
1983
661
*Includes single, duplex, triple and multi -family housing.
Source: The City of Miami Department of Building and Zoning.
F/15180JG A-15 93- 481
Appendix e
General purpose Financial Statement
of the
city for the fiscal Year Ended September 30, 1992
S-1
F/1SiSOJO
93— 481
Appendix C
Form of Revolution
C-1 93- 481
F11S16DJG
Appnndiz D
Proposed Form of Co -Bond Counsel Opinion
D-1
F/ISISDJG
9- 3 - 481
Appends: !
Specimen of Municipal Bond Insurance Policy
s-1
F/1518DJQ
93- 481
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
Honorable Mayor and Members
TO of the City Commission GATE : U! 1 n 1993 FILE
J
SUBJECT : IssuuancLe of Bonds to
Refund Outstanding
General Obligation
FROM : Ces dio REFERENCES: Bonds
Ci er
_.P.
e ENCLOSURES:
23
It is respectfully recommended that the City Commission adcrc the
attached resolution, including Exhibits A, B and 'C, of the City
of Miami, Florida, authorizing the issuance of the City's General
Obligation Refunding Bonds, Series 1993 in the aggregate
principal amount not to e.a.Ceed $3.2,000,000 for the purpose of
advance refunding all or a portion of the City's $10,000,000
General Obligation Bonds, dated August 1, 1987, $18,400,000
General Obligation Bonds, dated November 1, 1988, and $10,000,000
General Obligation Bonds, dated July 1, 1991; fixing certain
details of said bonds, including -their form; providing that such
bonds shall constitute General Obligations of the City and that
f_the full, faith credit and taxing power of the City shall be
irrevocably pledged for the payment of the principal of and
interest on such bonds; agreeing to comply with certain tax
requirements; directing and authorizing sale of the bonds by a
.-negotiated sale; making certain covenants and agreements;
approving the use of bond insurance as requested by the purchaser
or determined by the City to be desirable; approving the,form of
and authorizing the execution of a bond purchase agreement and
escrow deposit agreement; authorizing the City Manager or the
Mayor or their respective designees to award the sale of the
bonds; designating an escrow agent, a paying agent and a bond
registrar; approving the conditions and criteria of such sale;
approving the form of a Preliminary Official Statement and
Official Statement; authorizing certain officials and employees
of the City to take all actions required in connection with the
issuance of said bonds; and providing an effective date.
The City Commission adopted resolution 93-288 on May 13, 1993
authorizing the City Manager to take necessary and appropriate
actions to effect the issuance of the City's General Obligation
Refunding Bonds, Series 1993, to refund certain City bonds issued
in prior years.-
_I-
93- 481
no -
Honorable Mayor and Members
of the City Commission
Page -2-
The attached resolution authorizes the issuance of the General
Obligation Refunding Bonds, Series 1993, in an amount not to
exceed $32,000,000 to partially refund general obligation bonds
originally issued as follows:
$10,00�',000 ';n bcnds; dated August 1, 1987
$1r,400',00r, in bcnds, dated November 1, 1988
$10,000.,000 in bonds, crated July 1, 1991
Resolution No. 91-885, adopted on December .5, 1991, appointed a
rotating list of underwriting. teams for negotiated issues for a
two-year period. The Team designated by such resolution as Team
B has been appointed as underwriters for this sale and confirmed
by resolution 93-288. The team is composed by the following
firms:
The First Boston Corporation (Local presence)
First Equity Corp. of Florida (Local
Artemis Capital Group, Inc. (Female owned)
Pryor, McClendon, Counts & Co. Inc. (Black owned)
Samuel A. Ramirez & Co. Inc. (Hispanic owned)
The comiAned principal and interest payments for the new bonds
will be approximately $1,000,000 lower than those for the old
refunded bonds. These savings will reduce debt service property
taxes by more than $1 million during the life of the bonds.
The Finance Department recommends the adoption of the attached
resolution authorizing the issuance of the bonds and the specific
actions and documents .required to effectuate the sale.
93- 481