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HomeMy WebLinkAboutR-92-0731J-92-767 11/12/92 RR80LUTION NO* 9 2 ,ft 731 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $90,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 1992 , OF THE CITY FOR THE PURPOSE OF REFUNDING ALL OR A PORTION OF THE CITY"S OUTSTANDING (I) GENERAL OBLIGATION BONDS CONSISTING OF POLICE HEADQUARTERS AND CRIME PREVENTION FACILITIES BONDS, STORM SEWER IMPROVEMENT BONDS, SANITARY SEWER SYSTEM BONDS AND STREET AND HIGHWAY IMPROVEMENT BONDS, ALL DATED DUNE 1, 1986, (II) GENERAL OBLIGATION REFUNDING BONDS, SERIES 1986, (III) GENERAL OBLIGATION BONDS, SERIES 1986A, CONSISTING OF POLLUTION CONTROL AND INCINERATOR FACILITIES BONDS, AND (IV) GENERAL OBLIGATION REFUNDING BONDS, SERIES 1987; PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS SHALL, SUBJECT TO CERTAIN LIM- ITATIONS, CONSTITUTE GENERAL OBLIGATIONS OF THE CITY, AND THAT, SUBJECT TO SUCH LIMITA- TIONS, THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTER- EST ON SUCH GENERAL OBLIGATION REFUNDING BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; APPROVING THE FORM OF AN ESCROW DEPOSIT AGREEMENT; AUTHORIZING THE NEGOTIATED SALE OF SUCH GENERAL OBLIGATION REFUNDING BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO AWARD THE SALE OF THE BONDS AND TO APPOINT 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. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: 6M41LE%-REbh1f19.1v 1/24/ff CITY Ct3W7MISS1014 IIVEI T l c- G����.; 2. .Inn j„ 9 2 - 731 SECTION 1. Authority. This Resolution is enacted pursuant to the Charter of the City of Miami, but only to the extent not incon- sistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; Sections 132.33 -- 132.47, Florida Statutes; the Constitution of the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. SECTION 2. Definitions. As used herein, unless the context otherwise requires: "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 Issuer as a depository, which is authorized under Florida law to be a deposi- tory of municipal funds and which has complied with all applicable state and federal requirements concerning the receipt of Issuer funds. "Bondholder" or "registered owner" means the person in whose name any Series 1992 Bond is registered on the registration book maintained by the Bond Registrar. "Bond Purchase Agreement" means that certain Bond Pur- chase Agreement between the Issuer and the Original Purchaser sub- stantially in the form attached hereto as Exhibit "A". "Bond Registrar" means the Issuer, any agent appointed by the City Manager hereunder, or any other agent designated from time to time by the Issuer, by ordinance or resolution, to maintain the registration book for the Series 1992 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 1992 Bonds. "City Manager" means the City Manager or any Assistant City Manager of the Issuer or the designee of the City Manager. -2- 92- 731 "Clerk" means the City Clerk or any Deputy City Clerk of the Issuer. "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 Issuer or the Deputy City Attorney. "Director of Finance" means the Director of Finance of the Issuer or his designee. "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 Issuer by subsequent ordinance or resolution adopted prior to issuance of the Series 1992 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 Series 1992 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. "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 Issuer. "Governing Body" means the City Commission of the Issuer. "Government Obligations" means direct obligations of the United States of America. "Issuer" means The City of Miami, Florida. "Mayor" means the Mayor of the Issuer or in his absence or inability to perform, the Vice Mayor of the Issuer. "Official Statement" means that certain Official State- ment with respect to the issuance of the Series 1992 Bonds. -3- t7K&IM41tM151t.1%11/ 1{/ft 92- 731 "Original Purchaser" means Goldman, Sachs & Co., as senior book -running managing underwriter, M.R. Beal & Company, as co -senior managing underwiter, AIBC Investment Services Corporation, Barnett Securities, Inc. and Smith Mitchell Investment Group Inc., as co -managing underwriters, and Argyle Securities, First Equity Corporation of Florida, and Guzman & Company, as special selling group members. "Outstanding" or "Bonds outstanding" means all Series 1992 Bonds which have been issued pursuant to this Resolution except: (a) Series 1992 Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Series 1992 Bonds the payment or redemption for which cash funds or Government Obligations or any combination thereof shall have been theretofore irrevo- cably set aside in a special account with the Paying Agent or an Authorized Depository, whether upon or prior to the maturity or redemption date of any such Series 1992 Bond, in an amount which, together with earnings on such Government Obligations, will be sufficient to pay the principal of and interest and redemption premium, if any, on such Series 1992 Bonds at maturity or upon their earlier redemption; provided that, if such Series 1992 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 giving of such notice and directing the payment of the principal of and interest on all Series 1992 Bonds at such redemption dates shall have been given to the Paying Agent; (c) Series 1992 Bonds which are deemed paid pursuant to Section 6G hereof; and (d) Series 1992 Bonds in exchange for or in lieu of which other Series 1992 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 -4- 92- 731 Authorized Depository designated by the Issuer to serve as a Paying Agent for the Series 1992 Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, interest on and redemption premium, if any, with respect to the Series 1992 Bonds to the registered owners thereof, from funds made available therefor by the Issuer, and any successors designated pursuant to this Resolution. "Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance of the Series 1992 Bonds, substantially in the form attached as Exhibit "C." "Prior Bonds" means such portion of the Issuer"s (I) General Obligation Bonds, Series 1984, and (II) General Obligation Bonds dated April 1, 1985 as shall have been advance refunded by the Issuer utilizing proceeds of the Refunded Bonds. "Refunded Bonds" means all or a portion of the Issuer's outstanding (I) $22,000,000 General Obligation Bonds consisting of $12,000,000 Police Headquarters and Crime Prevention Facilities Bonds, $5,000,000 Storm Sewer Improvement Bonds, $3,000,000 Sanitary Sewer System Bonds and $2,000,000 Street and Highway Improvement Bonds, all dated June 1, 1986, (II) $38,35-9,000 General Obligation Refunding Bonds, Series 1986, (III) $6,375,000 General Obligation Bonds, Series 1986A, consisting of $4,000,000 Pollution Control and Incinerator Facilities Bonds and $2,375,000 Street and Highway Improvement Bonds, and (IV) $22,605,000 General Obligation Refunding Bonds, Series 1987. "Series 1992 Bonds" means The City of Miami, Florida General Obligation Refunding Bonds, Series 1992, authorized to be issued pursuant to this Resolution in one or more series in the aggregate principal amount of not exceeding $90,000,000. "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 invest- ment 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 CtM\CILLf-14[II/\Ii1�.1\if/l�Mt - 5 _ 92- 731 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. SECTION 3. Findings and Determinations. It is hereby ascer- tained, determined and declared that: A. The Refunded Bonds were issued in 1986 and 1989, and the full faith, credit and taxing power of the Issuer are pledged to the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds. B. It is in the best interest of the Issuer, its citizens and taxpayers to take advantage of the existing favorable market conditions and the prevailing low interest rates through the issuance of the Series 1992 Bonds in order to provide funds to refund the Refunded Bonds. C. Because of the characteristics of the Series 1992 Bonds, prevailing and anticipated market conditions and additional savings to be realized from an expeditious sale of the Series 1992 Bonds, it is in the best interest of the Issuer to accept Original Purchasers offer to purchase the Series 1992 Bonds at a negotiated sale. D. The Original Purchaser will provide the Issuer with a disclosure statement containing the infor- ' mation required by Section 218.385, Florida Statutes, prior to acceptance by the Issuer of the Original Pur- chaser's offer to purchase the Series 1992 Bonds. E. The Issuer 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. F. The Series 1992 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 Series 1992 Bonds shall not exceed the maximum interest rate established pursuant to 4TK41UM UM%191.. i%uln.iu - 6 - 92- 731 the terms of Section 215.84, Florida Statutes. It is estimated that the present value of the total debt ser- vice savings anticipated to accrue to the City from the issuance of the Series 1992 Bonds, calculated in accord- ance with Section 132.35(2), Florida Statutes, shall be at least $1,000,000. G. The principal amount of the Series 1992 Bonds shall not exceed an amount sufficient to pay the sum of the principal amount of the Refunded Bonds that are outstanding on the date of issuance of the Series 1992 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 Series 1992 Bonds, including, but not limited to, costs of bond insurance, if any, all in accordance with Section 132.35, Florida Statutes. H. The sum of the present value of the total payments of principal and interest to become due on the Series 1992 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 Series 1992 Bonds, if any, not paid with proceeds of the Series 1992 Bonds, will be less than the present value of the princi- pal and interest payments to become due at their stated -` maturities, or earlier mandatory redemption dates, on the Refunded Bonds. I. The Series 1992 Bonds shall in no event mature later than forty ( 40 ) years from the date of issu- ance of the Refunded Bonds, and the maturity of the Series 1992 Bonds shall not be later than thirty (30) years after the dated date of the Series 1992 Bonds or longer than the probable life of the improvements financed with the proceeds of the Refunded Bonds (or obligations of the Issuer refunded with proceeds of the Refunded Bonds). -7- 92-- 731 1 J. The first installment of principal of the Series 1992 Bonds shall mature not later than the first stated maturity of the Refunded Bonds occurring after the issuance of the Series 1992 Bonds. K. The Series 1992 Bonds shall not be issued until such time as the Director of Finance of the Issuer shall have filed a certificate with the Governing Body setting forth the present value of the total debt service savings which will result from the issuance of the Series 1992 Bonds to refund the Refunded Bonds and which shall be at least $1,000,000, computed in accordance with the terms of Section 132.35, Florida Statutes, and demon- strating mathematically that the Series 1992 Bonds are issued at a lower net average interest cost rate than the Refunded Bonds. SECTION 4. Contract. In consideration of the acceptance of the Series 1992 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Bondholders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protec- tion and security of the Bondholders, and all Series 1992 Bonds shall be of equal rank and without preference, priority or distinc- tion over any other thereof, except as expressly provided herein. 1992 Bonds: Authorization of Escrow Deposit Agreement. The refund- ing of the Refunded Bonds is herebyauthorized. Subject and pur- suant to the provisions hereof, Series 1992 Bonds to be known as "The City of Miami, Florida, General Obligation Refunding Bonds, Series 1992" are hereby authorized to be issued at one time or as needed in series in an aggregate principal amount of Ninety Million Dollars ($90, 000, 000) , or such lesser amount as shall be authorized by subsequent ordinance or resolution or as may be approved by the City Manager or the Mayor for the purpose of refunding the Refunded Bonds. The City Manager, the Director of Finance, the Mayor or the respective designee of any such officer is hereby authorized and directed to determine, upon the advice of the Issuer's financial advisor, whether such refunding shall constitute a full or partial refunding as is in the best interest of the Issuer. In the event that the City shall issue the Series 1992 Bonds after the 1992 calendar year, the City may change the series designation of the -8- 92- 731 J. The first installment of principal of the Series 1992 Bonds shall mature not later than the first stated maturity of the Refunded Bonds occurring after the issuance of the Series 1992 Bonds. K. The Series 1992 Bonds shall not be issued until such time as the Director of Finance of the Issuer shall have filed a certificate with the Governing Body setting forth the present value of the total debt service savings which will result from the issuance of the Series 1992 Bonds to refund the Refunded Bonds and which shall be at least $1,000,000, computed in accordance with the terms of Section 132.35, Florida Statutes, and demon- strating mathematically that the Series 1992 Bonds are issued at a lower net average interest cost rate than the Refunded Bonds. SECTION 4. Contract. In consideration of the acceptance of the Series 1992 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Bondholders. The covenants and agreements herein set forth to be performed by the Issuer shall be for the equal benefit, protec- tion and security of the Bondholders, and all Series 1992 Bonds shall be of equal rank and without preference, priority or distinc- tion over any other thereof, except as expressly provided herein. SECTION 5. Authority for Refunding and Issuance of series 1992 Bonds: Authorization of Escrow Deposit Agreement. The refund- ing of the Refunded Bonds is herebyauthorized. Subject and pur- suant to the provisions hereof, Series 1992 Bonds to be known as "The City of Miami, Florida, General Obligation Refunding Bonds, Series 1992" are hereby authorized to be issued at one time or as needed in series in an aggregate principal amount of Ninety Million Dollars ($90,000,000), or such lesser amount as shall be authorized by subsequent ordinance or resolution or as may be approved by the City Manager or the Mayor for the purpose of refunding the Refunded Bonds. The City Manager, the Director of Finance, the Mayor or the respective designee of any such officer is hereby authorized and directed to determine, upon the advice of the Issuer's financial advisor, whether such refunding shall constitute a full or partial refunding as is in the best interest of the Issuer. In the event that the City shall issue the Series 1992 Bonds after the 1992 calendar year, the City may change the series designation of the -8- 92- 731 Series 1992 Bonds to correspond to the year or years in which they are issued and all references in this Resolution to the Series 1992 Bonds shall apply with equal force and effect to the Series 1992 Bonds as so redesignated. The Issuer 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 Series 1992 Bonds in an amount which, together with interest earnings thereon, and certain other funds of the Issuer, if necessary, shall be suffi- cient to pay the principal of, redemption premiums, if any, and interest on the Refunded Bonds, (iii) the investment and reinvest- ment of a portion of the proceeds from the sale of Series 1992 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 Issuer and the application of those funds for the payment of the principal of or interest on or for the redemption of Series 1992 Bonds. SECTION 6. Award of Series 1992 Bonds; Terms. Redemption and Form of Series 1992 Bonds. A. The City Manager is hereby authorized and directed to award the sale of the Series 1992 Bonds to the Original Purchaser pursuant to and in accordance with the terms of the Bond Purchase Agreement and in the man- ner provided in Section 218.385, Florida Statutes, at an aggregate purchase price as approved by the City Manager of not less than the original principal amount of the Series 1992 Bonds (excluding original issue discounts) less $450,000.00 (the "Minimum Purchase Price") and at a true interest cost rate ("TIC"), as approved by the City Manager not to exceed 7.00% (the "Maximum TIC"). B. The Series 1992 Bonds shall be numbered con- secutively from 1 upward preceded by the letter "R" pre- fixed to the number or as the Director of Finance shall otherwise determine to be appropriate. The principal of and redemption premium, if any, on the Series 1992 Bonds shall be payable upon presentation and surrender at the ot+M�us-acn�u�s. ��unu+a — 9 — 92- 731 principal corporate trust office of the Bond Registrar and Paying Agent or as the Director of Finance shall otherwise determine to be appropriate. Interest on the Series 1992 Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series 1992 Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 1992 Bonds subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the persons in whose names such Series 1992 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Series 1992 Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 1992 Bonds are regis- tered at the close of business on the fifth day (whether or not a business day) preceding the date of mailing. The registration of any Series 1992 Bond may be trans- ferred upon the registration books upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney -in -fact or legal representative, containing written instructions as to the details of the transfer of such Series 1992 Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 1992 Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the trans- fer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 1992 Bond or Bonds of the same maturity and of authorized denomination or denomi- nations, for the same aggregate principal amount and pay- 92- 731 able from the same source of funds. The Issuer and the Bond Registrar may charge the Bondholder for the regis- tration of every transfer or exchange of a Series 1992 Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the Issuer) to be paid with respect to the registra- tion of such transfer, and may require that such amounts be paid before any such new Series 1992 Bond shall be delivered. The Issuer, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Series 1992 Bond as the absolute owner of such Series 1992 Bond for the purpose of receiving payment of the principal thereof and the interest and premiums, if any, thereon. Series 1992 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 1992 Bonds, of other authorized denominations of the same series and maturity. C. The Series 1992 Bonds: (i) shall be issued in the form of current interest bonds, capital apprecia- tion bonds, capital appreciation and income bonds, stepped coupon bonds, any other form acceptable to the purchasers thereof or any combination thereof, (ii) shall be issued in such denominations, (iii) shall be dated such date, (iv) shall bear interest from the date thereof, payable on such dates of each year, commencing on such date, at the rates (which may be fixed or vari- able or floating or inverse variable or floating or any combination thereof), and (v) shall mature in accordance with the maturity schedule, set forth or incorporated by reference in the Bond Purchase Agreement or the final official Statement or a certificate executed by the Mayor, the City Manager or the Director of Finance, all as such forms dates, rates and maturity schedule may be approved by the City Manager, provided that the TIC shall not exceed the Maximum TIC, unless otherwise provided by a subsequent ordinance or resolution adopted on or before delivery of the Series 1992 Bonds. D. The Series 1992 Bonds shall the name of the Issuer by the Mayor and Issuer shall be imprinted, reproduced or -11- be executed in the seal of the lithographed on 92- 731 the Series 1992 Bonds and attested to and countersigned by the Clerk. In addition, the City Attorney shall sign the Series 1992 Bonds, showing approval of the form and correctness thereof, and the Mayor shall, if applicable, sign the validation certificate with respect to the Series 1992 Bonds. The signatures of the Mayor, the Clerk and the City Attorney on the Series 1992 Bonds may be by facsimile, but either the Mayor or the City Clerk shall sign his manual signature on the Series 1992 Bonds. If any officer whose signature appears on the Series 1992 Bonds ceases to hold office before the delivery of the Series 1992 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 1992 Bond may bear the signature of, or may be signed by, such persons as at the actual time of execu- tion of such Series 1992 Bond shall be the proper offi- cers to sign such Series 1992 Bond although at the date of such Series 1992 Bond or the date of such Series 1992 Bond or the date of delivery thereof such persons may not have been such officers. only such of the Series 1992 Bonds as shall have endorsed thereon a certificate of authentication sub- stantially in the form hereinafter set forth in Section 6.K hereof, duly executed by the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Series 1992 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentica- tion shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 1992 Bond shall be conclusive evidence that such Series 1992 Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Series 1992 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certifi- cate of authentication on all of the Series 1992 Bonds that may be issued hereunder at any one time. E. If any Series 1992 Bond is mutilated, des- troyed, stolen or lost, the Issuer or its agent may, in its discretion (i) deliver a duplicate replacement Series 1992 Bond, or (ii) pay a Series 1992 Bond that has .�u..u�.�..�����►. -12- 92- 731 matured or is about to mature. A mutilated Series 1992 Bond shall be surrendered to and cancelled by the Bond Registrar. The Bondholder must furnish the Issuer or its agent proof of ownership of any destroyed, stolen or lost Series 1992 Bond; post satisfactory indemnity; comply with any reasonable conditions the Issuer or its agent may prescribe; and pay the Issuer's or its agent's rea- sonable expenses. Any such duplicate Series 1992 Bond shall constitute an original contractual obligation on the part of the Issuer whether or not the destroyed, stolen or lost Series 1992 Bond be at any time found by anyone, and such duplicate Series 1992 Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Series 1992 Bond so mutilated, destroyed, or stolen or lost. F. The Series 1992 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 es- tablished by subsequent resolution or ordinance of the Issuer adopted on or before the time of delivery of the Series 1992 Bonds. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and not more than sixty (60) days before the redemption date to all registered owners of the Series 1992 Bonds or por- tions of the Series 1992 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 registered owner of a Series 1992 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 1992 Bond or portion thereof with respect to which no failure or defect occurred. cnMno.acf�.p.. N. �n.n. -13 - 92- 731 4W do"\ Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 1992 Bond being redeemed, the date of publication, if any, of a notice of redemption, the name and address of the Bond Registrar, the redemption price to be paid and, if less than all of the Series 1992 Bonds then outstand- ing shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Series 1992 Bonds to be redeemed and, in the case of Series 1992 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 1992 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 1992 Bond shall also state that on or after the redemp- tion date, upon surrender of such Series 1992 Bond, a new Series 1992 Bond or Series 1992 Bonds in a principal amount equal to the unredeemed portion of such Series 1992 Bond will be issued. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Series 1992 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 6F. (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 service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Series 1992 Bonds (such depositories now being The Depository Trust Company, New York, New York, acnhun.1%11116n. -14- 92- 731 Midwest Securities Trust Company, Chicago, Illinois, Pacific Securities Depository Trust Company, San Francisco, California and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. (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 Series 1992 Bonds, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Series 1992 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 Series 1992 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 1992 Bonds being redeemed with the proceeds of such check or other transfer. The Bond Registrar shall not be required to transfer or exchange any Series 1992 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. G. Notice having been given in the manner and under the conditions hereinabove provided, the Series 1992 Bonds or portions of Series 1992 Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemp- tion price provided for redemption for such Series 1992 Bonds or portions of Series 1992 Bonds on such date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts -15- 92- 731 by the Paying Agent in trust for the registered owners of the Series 1992 Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Series 1992 Bonds or portions of Series 1992 Bonds so called for redemption shall cease to accrue, such Series 1992 Bonds and portions of Series 1992 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution, and the registered owners of such Series 1992 Bonds or portions of Series 1992 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 subparagraph, to receive Series 1992 Bonds for any unredeemed portions of the Series 1992 Bonds. H. In case part but not all of an outstanding fully registered Series 1992 Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Series 1992 Bond to the Issuer or its designated Paying Agent for payment of the principal amount thereof so called for redemption, and the Issuer shall execute and deliver to or upon the order of such registered owner, without charge therefor, for the un- redeemed balance of the principal amount of the Series 1992 Bonds so surrendered, a Series 1992 Bond or Series 1992 Bonds fully registered as to principal and interest. I. Series 1992 Bonds or portions of Series 1992 Bonds that have been duly called for redemption under the provisions hereof, and with respect to which amounts suf- ficient to pay the principal of, premium, if any, and interest to the date fixed for redemption shall be deli- vered to and held in separate accounts by an escrow agent, any Authorized Depository or any 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 Depository or Paying Agent, as the case may be, for such redemption of the Series 1992 Bonds and, to the extent provided in the preceding sub- .,,�.T�c.���.�..����n.n. -16- 92- 731 section, to receive Series 1992 Bonds for any unredeemed portion of the Series 1992 Bonds. J. If the date for payment of the principal of, premium, if any, or interest on the Series 1992 Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the cor- porate 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 neat succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. K. The text of the Series 1992 Bonds, the form of assignment for such Series 1992 Bonds, the authentica- tion certificate and the validation certificate, if any, to be endorsed thereon shall be substantially in the fol- lowing form, with such omissions, insertions and varia- tions as may be necessary or desirable and authorized by this Resolution or by any subsequent resolution or ordi- nance adopted prior to the issuance thereof , or as may be approved and made by the officers of the Issuer 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 uncerti- ficated public obligations: No. R- Interest Rate: [Form of Series 1992 Bond] UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI GENERAL OBLIGATION REFUNDING BOND, SERIES 1992 Original Dated Maturity Date: Date: $ 1, REGISTERED OWNER: 199 CUSIP NO: PRINCIPAL AMOUNT: DOLLARS The City of Miami, Florida (hereinafter called the "Issuer"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representa- tives, to the extent and from the sources pledged therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the principal office of , Florida, or its successors, as Bond Registrar and Paying Agent (the "Bond Registrar"), and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent inter- est 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 , 199. Interest will be paid by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the Issuer 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 .nhuus-ncn.�uu. ��. t/une -18- 92- 731 transfer or exchange of such Bond subsequent to each Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is regis- tered at the close of business on a special record date for the payment of such defaulted interest as established by notice by de- posit in the U.S. mails, postage prepaid, by the Bond Registrar to the Registered Owners of Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. Bonds of this series are subject to mandatory redemption prior to their respective stated dates of maturity (insert mandatory redemption provisions, if any]. The Bonds of this series scheduled to mature on of the years to shall be further subject to redemption prior to their maturity at the option of the Issuer on or after , as a whole at any time or in part on any interest payment date (less than all of such maturity to be selected by lot), at the redemption prices (expressed as percen- tages of principal amount) set forth in the following table, plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods Redemption (Dates Inclusivgl Prices Notice of call for redemption is to be given by mailing a copy of the redemption notice by registered or certified mail at least thirty (30) 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 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 pro- 9M\91ti9-RLlltl\ 1i19.1\t I/ Ii/9i =Vs 92- 731 1 ceedings 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. This Bond is one of an authorized issue of bonds in the aggregate principal amount of $ of like date, tenor and effect, except as to number, maturity (unless all bonds mature on the same date) and interest rate, issued to provide for the refunding of [all] [a portion] of the Issuer's outstanding (I) General Obligation Bonds consisting of Police Headquarters and Crime Prevention Facilities Bonds, Storm Sewer Improvement Bonds, Sanitary Sewer System Bonds and Street and Highway Improvement Bonds, all dated as of June 1, 1986, (II) General Obligation Refunding Bonds, Series 1986, (III) General Obligation Bonds, Series 1986A, consisting of Pollution Control and Incinerator Facilities Bonds and Street and Highway Improvement Bonds, and (IV) General Obligation Refunding Bonds, Series 1987 (the "Refunded Bonds"), 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, the Charter of the Issuer (but only to the extent not repealed by the provisions of Section 166.021, Florida Statutes), Chapter 166, Florida Statutes, Sections 132.33 -- 132.47, Florida Statutes, Resolution No. duly adopted by the Issuer on , 1992 (the "Resolution"), and other applicable provisions of law. Certain of the Refunded Bonds were, in turn, issued by the Issuer to advance refund other then outstanding general obligation bonds of the Issuer (the "Prior Bonds"). This Bond is subject to all the terms and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. The Issuer has established with as Escrow Agent under an Escrow Deposit Agreement, dated as of 1992 (the "Escrow Deposit Agreement"), an escrow fund and has caused to be deposited therein cash and Government Obliga- tions the principal of and investment earnings on which shall be sufficient to provide for the full and timely payment of the prin- cipal of and the redemption premium, if any, and interest on the Refunded Bonds when due, all as more fully set forth in the Escrow 92- 731 Deposit Agreement. so long as the funds on deposit under the Escrow Deposit Agreement and the escrow deposit agreements securing the repayment of the Prior Bonds, together with investment earnings thereon, are sufficient for the full and timely payment of the Refunded Bonds and the Prior Bonds, as appropriate, the full faith, credit and taxing power of the Issuer are irrevocably pledged for the prompt payment of the principal of, premium, if any, and inter- est on this Bond. However, if at any time, the funds on deposit under the Escrow Deposit Agreement and the escrow deposit agree- ments securing the repayment of the Prior Bonds, together with investment earnings thereon, shall be inadequate to fully satisfy all of the principal, interest and redemption premium,if any, requirements of the Refunded Bonds and the Prior Bonds, as appro- priate, when due upon maturity or earlier redemption, the Refunded Bonds and the Prior Bonds, to the extent of any such deficiency, are secured by and payable from the full faith, credit and taxing power of the Issuer and, to the extent such payment of the Refunded Bonds and the Prior Bonds must be made by the Issuer from such source, this Bond shall no longer be entitled to payment from, or the benefit and security of, the pledge of the full faith, credit and taxing power of the Issuer to such extent. In the event that the funds available for payment of the Refunded Bonds or the Prior Bonds under the Escrow Deposit Agreement or the escrow deposit agreements securing repayment of the Prior Bonds, as appropriate, are inadequate to fully satisfy the Issuer's obligations in respect of the Refunded Bonds or the Prior Bonds, as appropriate, the registered owner hereof agrees that, to the extent of such deficit, it shall have no rights whatsoever to demand, enforce or receive payment on account of this Bond from the Issuer. 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, the rights and remedies of the holders of the Bonds, and the extent of and limitations on the Issuer's rights, duties and obligations, to all of which provisions the registered owner hereof assents by accep- tance hereof. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication endorsed hereon Al shall have been signed by the Bond Registrar. -21- 92- 731 0 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE. This Bond is and has all the qualities and incidents of, an investment security under the Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, The City of Miami, Florida, has issued this Bond and has caused the same to be signed by its Mayor and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and a facsimile of its seal to be reproduced hereon. THE CITY OF MIAMI, FLORIDA (SEAL) By: Mayor ATTESTED AND COUNTERSIGNED: By. City Clerk APPROVED AS TO FORM: By. City Attorney .nn.na .a�nh,sn.��nn.ro —2 2 — 92— 73 a x5 ECSRTIPIC Irs or I NTICATION] This Bond is one of the bonds designated in and executed under the provisions of the within mentioned Resolution. Date of Authentication: mrS�ius.n[ur�uis. i�urtya Hy: Authorized Officer -23- 9 2My -" 731 [To be printed on the reverse side of Registered Bonds] ADDITIONAL BOND PROVISIONS This Bond may be transferred upon the registration books of the Issuer upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Bond or by his attorney -in -fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identifi- cation number of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. The Issuer 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 Issuer) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the corpo- rate 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 authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. a It is hereby certified and recited that this Bond is autho- rized 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 -2 4 - 92- 731 as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or — provision. tFors of Abbriviatiobe for Dorian 1992 Bonds] WA 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 regula- tions. TEN COX - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Gust) (Minor) under Uniform Gifts to Minors Act (state) Additional abbreviations may also be used though not in the above list. (Form of Validation Certificate, if applicable] VALIDATION CERTIFICATE This Bond is one of a Series of bonds that were validated and confirmed by judgment of the Eleventh Judicial Circuit in and for Dade County, Florida, rendered on , 1992. Mayor -26- 92- 731 [Porn of Assignment for Series 1992 Bonds] ASSIONMENT 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 registered and no new Bond will be issued in the name of the Transferee, unless the signa- tures) to this assignment cor- respond(s) with the name as it appears upon the face of the within Bond in every particu- lar, without alteration or en- largement or any change what- ever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [End of Form of Series 1992 Bond) 92- 731 SECTION 7 . Application of Bond proceeds. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 1992 Bonds shall be applied by the Issuer, simultaneously with delivery of the Series 1992 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 Series 1992 Bonds as the same becomes due. (b) An amount which, together with investment earnings thereon, 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 trans- ferred 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 trans- ferred to the Paying Agent and deposited in a separate fund designated "Cost of Issuance Fund" and shall be dis- bursed (i) for payment of expenses incurred in issuing the Series 1992 Bonds (including payment of the expenses of the Issuer), (ii) for payment of any costs, payments, or expenses of entering into, or otherwise due from the City under, any agreement entered into in connection with the issuance of the Series 1992 Bonds or the refunding of the Refunded Bonds, and (iii) for the payment of the fees and expenses of the Escrow Agent. Any balance remaining after payment or provision for payment of such costs and expenses has been made shall be used solely to pay prin- cipal of and interest on the Series 1992 Bonds. SECTION 8. Investment of Proceeds of the Series 1992 Bonds. All proceeds of the Series 1992 Bonds held by the Escrow Agent shall be invested only in Government Obligations, as provided by the Escrow Deposit Agreement. Proceeds of the Series 1992 Bonds representing accrued interest on the Series 1992 Bonds transferred a�M.tus-.uah�sts. �U Ut.na -28- 92- 731 11, to the Issuer pursuant to the provisions of Section 7 above may be invested by the city in Tax Exempt Obligations or such other investments as are permitted by applicable law. SECTION 9. Levy of Ad Valorem Tax; Payment and Pledge. In each Fiscal Year while any of the Series 1992 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 Issuer (excluding homestead exemptions as required by applicable law), sufficient in amount to pay the prin- cipal of and interest on the Series 1992 Bonds as the same shall become due; provided, however, if at any time the funds held by he Escrow Agent for payment of the Refunded Bonds or the funds held under the escrow deposit agreements for the Prior Bonds, together with investment earnings thereon, shall be insufficient to meet the payment requirements thereof in accordance with the terms and conditions thereof, the holders or owners of the Refunded Bonds or the Prior Bonds, as appropriate, shall be entitled to receive payment from the Issuer from the aforesaid tax revenues, and, in that event, to the extent of any such payment in favor of the Refunded Bonds or the Prior Bonds, the right, title and interest of the registered owners of the Series 1992 Bonds in such appropriated tax revenues and to such extent the pledge thereof made herein for the benefit of the Series 1992 Bonds, shall be null and void, and, to such extent, the Series 1992 Bonds shall not be entitled to any payment from the Issuer from any source whatsoever. Any such deficiency in the amount held by the Escrow Agent shall be promptly paid by the Issuer upon its receipt of a request by the Escrow Agent for such payment. The tax assessed, levied and collected for the security and payment of the Series 1992 Bonds shall 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 tax, except as herein provided, shall be applied solely to the payment of the principal of and interest on the Series 1992 Bonds. To the extent that the principal of and interest on the Series 1992 Bonds is payable from the Issuer's tax revenues as herein provided, on or before each interest or principal payment date for the Series 1992 Bonds, the Issuer shall transfer to the Paying Agent an amount sufficient to pay the principal of and interest on the Series 1992 Bonds then due and payable and the Paying Agent is hereby author- ized and directed to apply such funds to said payment. 92- 731 To the extent the Series 1992 Bonds are payable from tax revenues of the Issuer as herein provided, the full faith, credit and taxing power of the Issuer are hereby irrevocably pledged to the payment of the principal of, interest on and redemption pre- mium, if any, with respect to the Series 1992 Bonds. The Issuer will diligently enforce its right to receive tax revenues and will diligently enforce and collect such taxes. The Issuer 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 Bondholders. SECTION 10. Compliance With Tax Reggirements. The Issuer hereby covenants and agrees, for the benefit of the owners from time to time of the Series 1992 Bonds, to comply with the require- ments applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Series 1992 Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: (1) to pay to the United States of America from the funds and sources of revenues pledged to the payment of the Series 1992 Bonds, and from any other legally available funds, at the times required pursuant to Sec- tion 148(f) of the Code, the excess of the amount earned on all nonpurpose investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose investments were invested at a rate equal to the yield on the Series 1992 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 E Series 1992 Bonds in a manner that would cause the Series 0*Z GM4LIL-=IM%tsu.MW/u/" 92- 731 0 �n 1992 Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and (4) to refrain from taking any action that would cause the Series 1992 Bonds, or any of them, to become arbitrage bonds under Section 103(b) and Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer to comply with the require- ments of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable. SECTION 11. Compliance With Prior Bond Resolutions and Resolutions. The Issuer 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 and the Prior Bonds contained in the ordi- nances and resolutions pursuant to which the Refunded Bonds and the Prior Bonds were issued and in the Refunded Bonds and the Prior Bonds. The Issuer 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 or the Prior Bonds. Notwithstanding the foregoing, however, nothing herein is intended to require the Issuer to comply, in connection with the terms and provisions of the Series 1992 Bonds, with the covenants, conditions, agreements or provisions of such ordinances and resolutions that might apply to the Series 1992 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 Series 1992 Bonds, such ordinances and resolutions are hereby amended to comply herewith with respect to the Series 1992 Bonds. 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 Issuer executing the same, in a manner con- sistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval. Upon receipt of a dis- closure statement, the City Manager is hereby authorized to accept a7NlalLn-ni10%01a. M IJIa/sa — 3 1- 92- 731 the offer of the original Purchaser to purchase the Series 1992 Bonds in the aggregate principal amount of not exceeding $90,000,000, 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 are hereby authorized to execute the Bond Purchase Agreement for and on behalf of the Issuer pursuant to the terms hereof and of the Bond Purchase Agreement. SECTION 13. Afiroval of Form of Escrow Deposit Agreement: Authorization 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 Reso- lution, such execution to be conclusive evidence of such approval. The City Manager 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 Series 1992 Bonds, and the Mayor or City Manager and the Clerk are hereby authorized to execute the Escrow Deposit Agreement on behalf of the Issuer with the Escrow Agent. Upon appointment of the Escrow Agent by the City Manager, the Mayor or City Manager is hereby authorized and directed to notify the Escrow Agent of its appointment as such prior to the issuance of the Series 1992 Bonds. SECTION 14. Authorization of Appointment of Paving Agent and Bond Registrar. The City Manager is hereby authorized and directed to appoint an initial Paying Agent and initial Bond Registrar (which can be the same entity) for the Series 1992 Bonds prior to the issuance of the Series 1992 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 Issuer with the Paying Agent and the Bond Registrar appointed by the City Manager hereunder in connection with such services. SECTION 15. Official Statement. The Issuer hereby approves the form and content of the Preliminary Official Statement attached hereto as Exhibit "C." The use of such Preliminary Official State- ment in connection with the marketing of the Series 1992 Bonds is -32- emalL y"M151..1%,Ut./112 92- 731 hereby authorized. The Mayor is hereby authorized to approve and execute, on behalf of the Issuer, an Official Statement relating to the Series 1992 Bonds with such changes from the Preliminary Official Statement, within the authorizations and limitations con- tained herein, as the Mayor and the City Manager, in their sole discretion, may approve, such execution to be conclusive evidence of such approval. The Director of Finance is 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: Publication of Notice of Refunding. The Issuer 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 either of them or as established by subsequent resolution or ordinance of the Issuer adopted on or before the time of delivery of the Series 1992 Bonds. Within 30 days after the delivery of the Series 1992 Bonds, the Issuer 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 circula- tion 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 Issuer, to cause notice of such call to be given as required by law and by the terms of the Refunded Bonds. SECTION 17. Authorizations. A. The Mayor and the City Manager or either of them and the Clerk of the Issuer are hereby authorized, subject to the terms hereof, to sign the Bond Purchase Agreement at the places provided therein and the Mayor or City Manager is hereby authorized and directed to initial or otherwise approve such changes to the Bond Purchase Agreement as he may deem advisable. The signature of the Mayor or City Manager and of the Clerk on the Bond Purchase Agree- ment shall be conclusive evidence of the acceptance thereof, and the initials of the Mayor or City Manager at any change shall be conclusive evidence that such change has been duly authorized. The Mayor or City Manager is hereby authorized and directed to deliver the Bond Purchase Agreement following execution thereof in accord- •+�n.«a -3 3 - 92- 731 1 ance with this Resolution to the representatives of the Original _ Purchaser. B. The Mayor and the Clerk are hereby authorized and directed on behalf of the Issuer to execute the Series 1992 Bonds (including any temporary bond or bonds) as provided herein and either of such officers is hereby authorized and directed upon the execution of the Series 1992 Bonds in the form and manner set forth herein to deliver the Series 1992 Bonds in the amounts authorized to be issued hereunder to or upon the order of the Original Pur- chaser pursuant to the Bond Purchase Agreement, upon payment of the purchase price and upon compliance by the Original Purchaser with the terms of the Bond Purchase Agreement. The City Attorney is hereby authorized and directed to execute the Series 1992 Bonds (including any temporary bond or bonds) to signify approval of the form and correctness thereof. C. The Mayor and the City Manager or either of them and the Clerk are hereby authorized to execute and deliver the Escrow Deposit Agreement, with such changes, insertions and omissions and the filling of blanks therein as may be approved and made in such form of Escrow Deposit Agreement by the officers executing the same, in a manner consistent with the provisions of this Resolu- tion, such execution to be conclusive evidence of such approval. D. The Mayor and the City Manager or either of them and the Clerk and such other officers and employees of the Issuer as may be designated by the Mayor and the City Manager or either of them are each designated as agents of the Issuer in connection with the issuance and delivery of the Series 1992 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the Series 1992 Bonds, and which are specifically authorized in this Resolution to be taken by the Issuer or such officials, officers or employees or are not incon- sistent with the terms and provisions of this Resolution or any action relating to the Series 1992 Bonds heretofore taken by the Issuer or the Governing Body, including, but not limited to, (i) the procurement of a municipal bond insurance policy to secure the Series 1992 Bonds and (ii) the appointment of such agents (includ- ing, without limitation, market agents, remarketing agents, index agents, tender agents and broker -dealers) and the entry into such ann.�us wcu.�uu.��nr�.ni -34- 92- 731 7 1 agreements (including, without limitation, interest rate swap agreements, interest rate cap agreements or other hedge arrange- ments) as will facilitate the issuance of the Series 1992 Bonds or the refunding of the Refunded Bonds. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 1992 Bonds and the refunding of the Refunded Bonds. E. The Mayor, the City Manager or the Director of Finance or any of them, are authorized to arrange for municipal bond insurance on the Series 1992 Bonds from any recognized bond insurer, to pay the premium with respect thereto, and to take all actions and execute such documents as may be required in connection therewith. SECTION 18. Modification or Amendment. This Resolution may be modified and amended and all appropriate blanks appearing herein may be completed by the Issuer from time to time prior to the issuance of the Series 1992 Bonds. Thereafter, no modification or amendment of this Resolution or of any resolution or ordinance amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made without the consent in writing of the owners of not less than a majority in aggregate principal amount of the Outstanding Series 1992 Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Series 1992 Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 1992 Bond, (c) that would affect the unconditional promise of the Issuer to levy and collect taxes as herein provided, or (d) that would reduce such percentage of holders of the Series 1992 Bonds required above for such modifications or amendments, without the consent of all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Series 1992 Bonds owned by or held for the account of the Issuer, directly or indirectly, shall not be counted. SECTION 19. Defeasance and Release. If, at any time after the date of issuance of the Series 1992 Bonds (a) all Series 1992 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 Issuer gives the Paying Agent irrevocable instructions direct- ing the payment of the principal of, premium, if any, and interest on such Series 1992 Bonds at maturity or at any earlier redemption date scheduled by the Issuer, or any combination thereof, (b) the Isis.,%3,n.n. —35- 92- 731 full amount of the principal, premium, if any, and the interest so due and payable upon all of such Series 1992 Bonds then Outstand- ing, at maturity or upon redemption, shall be paid, or sufficient moneys shall be held by the Paying Agent in irrevocable trust for the benefit of such Bondholders (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 Series 1992 Bonds at the maturity thereof or the date upon which such Series 1992 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 Issuer, then and in that case the right, title and interest of Bondholders hereunder shall there- upon cease, determine and become void; otherwise, this Resolution shall be, continue and remain in full force and effect. Notwith- standing anything in this Section 19 to the contrary, however, the obligations of the Issuer under Section 10 hereof shall remain in full force and effect until such time as such obligations are fully satisfied. SECTION 20. Severability. 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 Series 1992 Bonds issued 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 Series 1992 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 Series 1992 Bonds issued hereunder. .nn.nca actr�uu.t�tt/ta�f. —36- 92- 731 SECTION 22. Controlling Law: Members of Goyerninct Body of Issuer Not Liable. All covenants, stipulations, obligations and agreements of the Issuer contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the Issuer to the full extent authorized by the Act and provided by the Constitution and laws of the State of Florida. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the Governing Body or the Issuer in his individual capacity, and neither the members of the Governing Body nor any official executing the Series 1992 Bonds shall be liable personally on the Series 1992 Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Governing Body or such members thereof. SECTION 23. Validation. The City Attorney is hereby author- ized, in his discretion, to institute appropriate proceedings in the Circuit Court of the Eleventh Judicial Circuit for the valida- tion of the Series 1992 Bonds, and the appropriate officers of the Issuer are hereby authorized to verify on behalf of the Issuer any pleadings in such proceedings. SECTION 24. oualification For The Depository Trust Company. Notwithstanding any other provision hereof, the Issuer, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary from time to time to qualify the Series 1992 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 Series 1992 Bonds, utiliza- tion of electronic book entry data received from The Depository Trust Company in place of actual delivery of Series 1992 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 deliv- ery, 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 Series 1992 Bonds, provided, however, that the Issuer, the Bond Registrar and the Paying Agent shall not be liable with respect to any such arrangements they may make pursuant to this Section. 92- 731 r r, SECTION 25. EUOCtiy�Date. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 12th day of November, 1992. THE CITY F MI I, LORIbA 3By• Xavier L arez, Mayor (SEAL) ATTJHirv By. ai City Clerk APPROVED AS TO FORM AND CORRECTNESS: By: City A PREPARED ANb APPROVED BY: Assistant City Atto ey -38- 92- 731 y O CITY OF MIAMI, FLORIDA 10 INTER -OFFICE MEMORANDUM TO : Honorable Mayor and Members DATE : FILE of the City Commission K' ; _ 3 1992 Sua►ECT : Issuance of Bonds to Refund outstanding General Obligation FROM : Cesar H. Qdio REFERENCES Bonds City Manager ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached resolution authorizing the issuance of not to exceed $90,000,000 in aggregate principal amount of General Obligation Refunding Bonds, Series 1992, of the City for the purpose of refunding all or a portion of the City's outstanding (I) General Obligation Bonds consisting of Police Headquarters and Crime Prevention Facilities Bonds, Storm Sewer Improvement Bonds, Sanitary Sewer System Bonds and Street and Highway Improvement Bonds, all dated June 1, 1986, (II) General Obligation Refunding Bonds, Series 1986, (11I) General Obligation Bonds, Series 1986A, consisting of Pollution Control and Incinerator Facilities Bonds, and (IV) General Obligation Refunding Bonds, Series 1987; providing that such General Obligation Refunding Bonds shall, subject to certain limitations, constitute General Obligations of the City, and that, subject to such limitations, the full faith, credit and taxing power of the City shall be irrevocably pledged for the payment of the principal of and the interest on such General Obligation Refunding Bonds; making certain covenants and agreements in connection therewith; approving the form of an escrow deposit agreement; authorizing the negotiated sale of such General Obligation Refunding Bonds; approving the form of and authorizing the execution of a bond purchase agreement; authorizing the City Manager or his designee to award the sale of the bonds and to appoint 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 92-562 on September 10, 1992 authorizing the City Manager to take necessary actions to effect the issuance of the City's General Obligation Refunding Bonds, Series 1992, in an aggregate principal amount not to exceed $90,000,000 to refund certain City bonds issued in 1986 and 1987. This transaction will produce at least $1,000,000 in net savings to the City. The new bonds will not extend the life of the grXgin�k�, fonds. t. ,_, 9 2 731 Resolution No. 91-885 appointed teams for negotiated issues. resolution has been appointed composed by the following firms. a rotating list of underwriting Team A, designated by such to this sale. This team is Goldman, Sachs & Co. (Local presence) M. R. Beal & Company (Black owned) AIBC Investment Corp. (Hispanic owned, Local presence) Barnett Capital Markets Group (Local presence) Smith Mitchell & Associates (Female owned) In addition the following local firms have been added to the selling group to increase local participation: Argyle Securities (Black owned) First Equity Corp. of Florida Guzman & Company (Hispanic owned) The attached resolution authorizes the sale of the bonds and the specific actions and documents required to effectuate the sale.