The URL can be used to link to this page

Home My WebLink AboutR-91-0215J-91-232 ~ 3/14/91 A RESOLUTION OF THE +''ITY OF MIAMI, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $191000,000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 1991, OF THE CITY FOR THE PURPOSE OF REFUND- ING ALL OR A PORTION OF THE CITY'S FIRE FIGHT- ING, FIRE PREVENTION NIND RESCUE FACILITIES BONDS, HOUSING BONDS, INAANITARY SEWER SYSTEM BONDS, STORM SEWER IMPROVEMENT BONDS AND STREET AND HIGHWAY IMPROVEMENT BONDS, ALL DATED MAY 11 1983; PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS SHALL, SUBJECT TO CERTAIN LIMITATIONS, CONSTITUTE GENERAL OBLI- GATIONS 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. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. Authority. This Resolution is enacted pursuant to the Charter of the City of Miami, but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; Sections 132.33 -- 132.47, Florida Statutes; the Constitution of the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. 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otherwise requires: "Act" means the Charter of the City of Miami, but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes; Chapter 166, Florida Statutes; Sections 132.33 -- 132.47, Florida Statutes; the Constitution of the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 ATTACHMENTS CONTAINED cm CONUMM= CMGo ... MAR 14 91— w bank or other banking association selected by the Issuer as a depository, which is authorized under Florida law to be a deposi� Cory 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 1991 Bond is registered on the registratit�n 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 1991 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 1991 Bonds. "City Manager" means the City Manager or any Assistant City Manager of the Issuer or the designee of the City Manager. "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 any 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 i resolution adopted prior to issuance of the Series 1991 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,Exhibt''�8", pursuant to which the proceeds. of the Series 1991 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. ;,:::_ i ,s -� "Fiscal Year" means the. period commencing on October l Qf.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's means the City Commission of the Issuer, 7 , 1 � "Government Obligations" means direct. obligations of_ahe united, State$ Qf '1�caex�aa, ., _ � , ' �. „Issuer" �a�ans The Clay of Miami, Florida.. r- -2- r �, —}}� r . .,�".,, �� 4 r, � - 4 V �Sc_.� �' � f h '.f � � � � Oyu '�2's�_ � � art . �� Ltd' ��' k'"" � � ��J j � �2q�s(y 9��'T 1 i`�"k" T{ 4: '.� k.},1 Sw� �� ,�3171 E�af R�.d�L' t2'�i .. -, ii .�}��`.��. "' �� n."�. t,3 � :. 4 .� �. '� ... �_� �� .: .. '. _— �_ 11�inT—`-' — - ��yt k £1.' _ — t i i I "Mayor" means the Mayor of the Issuer or in his absence 3 or inability to perform, the Vice Mayor of the Issuer. }. i 4 "Official Statement" means that certain Official State- a sent with respect to the issuance of the Series 1991 Bonds. "Original Purchaser" means Chase Securities, Inc., M.R. Beal & Company and American Government Certificates and Funds Corp. "Outstanding" or "bonds outstanding" means all Series 1991 Bonds which have been issued pursuant to this Resolution s except: (a) Series 1991 Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity; - (b) Series 1991 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, whether upon or prior to the maturity or redemp- tion date of any such Series 1991 Bond, in an amount which, together with earnings on such Government Obliga- tions, will be sufficient to pay the principal of and interest on such Series 1991 Bonds at maturity or upon their earlier redemption; provided that, if such Series 1991 Bonds are to be redeemed before the maturity there- of, 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 Series 1991 Bonds at such redemp- tion dates shall have been given to the Paying Agents; (c) Series 1991 Bonds which are deemed paid pursuant to Section 6G hereof; and (d) Series 1991 Bonds in exchange for or in lieu of which other Series 1991 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 Issuer to serve as a Paying Agent for the Series 1991 Bonds issued hereunder that shall have ' agreed to arrange for the timely payment of the principal of, intereston and redemption premium, if any, with respect to the Series 1991 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 1991 `t �i Bonds, substantially in the form attached as Exhibit "C." ;. Xf E "Refunded Bonds" means all or a portion of the Issuer's $81000"000 Fire Fighting, Fire Prevention and Rescue` Facilities Bonds, $1`,000,000 Housing Bands, $6,000,000 Sanitary Sewer System } i i(y i> fy. - z r ) z3 d,k ✓N.'+KM%�v Yx�+fPWaR 'a."4+. _ _.J4 ^,r.4rP'di$•'„—K',.L:.., ,F. 13a +lkik ."b.�tt'{st��` - - Bonds, $4,000,000 Storm Sewer Improvement Bonds and $6,000,000 Street and Highway Improvement bonds, all dated May 11 1983. "Series 1991 Bonds" means The City of Miami, Florida General Obligation Refunding Bonds, Series 1991, authorized to be issued pursuant to this Resolution in one or more series in the aggregate principal amount of not exceeding $19,000,000. "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 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. Findinccs and Determinations. It is hereby ascer- tained, determined and declared that: A. The Refunded Bonds were issued in 1983, 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 1991 Bonds in order to provide funds to refund the Refunded Bonds. C. This Resolution is hereby declared to be an emergency measure on the grounds of urgent public need for the preservation of peace, health, safety and the property of The City of Miami. D. Because of the characteristics of the Series 1991 Bonds, prevailing and anticipated market conditions and additional savings to be realized from an expeditious sale of the Series 1991 Bonds, it is in the best interest of the Issuer to accept Original Purchaser's offer to purchase the Series 1991 Bonds at a private negotiated - sale. E. The Original Purchaser will provide the Issuer with a disclosure statement containing the infor- mation required by Section 218.385(6), Florida Statutes, prior to acceptance by the Issuer of the Original Pur- chaser's offer to purchase the Series 1991 Bonds. F. 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. -r4 - t, j k 9.1M 2 #5 d a G. The Series 1991 Bonds shall only be issued -_ at a lower average net interest cost rate than the aver- age net interest cost rate of the Refunded Bonds, and the rate of interest borne by the Series 1991 Bonds shall not exceed the maximum interest rate established pursuant x to 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 1991 Bonds, calculated in accord- ance with section 132.35(2), Florida Statutes, shall be at least $500,000. H. The principal amount of the Series 1991 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 1991 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 1991 Bonds, including, but not limited to, costs of bond insurance, if any, all in accordance with Section 132.35, Florida Statutes. I. The sum of the present value of the total payments of principal and interest to become due on the Series 1991 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 1991 Bonds, if any, not paid with proceeds of the Series 1991 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. J. The Series 1991 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 1991 Bonds shall not be later than thirty (30) years after the dated date of the Series 1991 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). K. The first installment of principal of the Series 1991 Bonds shall mature not later than the first stated maturity of the Refunded Bonds occurring after the issuance of the Series 1991 Bonds. L. The Series 1991 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 1991 Bonds to refund the Refunded Bonds, computed in accordance with the terms of Section 132.35, Florida -5- Statutes, and demonstrating mathematically that the Series 1991 Bonds are issued at a lower net average in- terest cost rate than the Refunded Bonds. SECTION 4. Contract. In consideration of the acceptance of the Series 1991 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, pro- tection and security of the Bondholders, and all Series 1991 Bonds shall be of equal rank and without preference, priority or dis- tinction over any other thereof, except as expressly provided herein. SECTION 5. 1991 Bonds; Authorization of Escrow Deposit Agreement. The refund- ing of the Refunded Bonds is hereby authorized. Subject and pur- suant to the provisions hereof, Series 1991 Bonds to be known as "The City of Miami, Florida, General Obligation Refunding Bonds, Series 1991" are hereby authorized to be issued at one time or as needed in series in an aggregate principal amount of Nineteen Million Dollars ($19,000,000), 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 or the Mayor is hereby authorized and directed to deter- mine, 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. 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 1991 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 1991 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 1991 Bonds. • • • _ _ • o • _ - ,vn _ _ • : u • 4FRoWMR1 A. The City Manager is hereby authorized and directed to award the sale of the Series 1991 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 98.8% of the original principal amount of the Series 1991 Bonds (excluding original issue dis- counts) (the "Minimum Purchase Price") and at a true -G- interest cost rate ("TIC"), as approved by the city Manager not to exceed 7.00% (the "Maximum TIC"). B. The Series 1991 Bonds shall be numbered con- secutively from I upward preceded by the letter "R" pre- fixed to the number. The principal of and redemption pre- mium, if any, on the Series 1991 Bonds shall be payable upon presentation and surrender at the principal cor- porate trust office of the Bond Registrar and Paying Agent. Interest on the Series 1991 Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series 1991 Bonds at the addresses as they appear on the registration books main- tained 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 1991 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 1991 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 1991 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 1991 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 1991 Bond may be transferred upon the registration books upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his .attorney -in -fact or legal representative, containing written instructions as to the details of the transfer of such Series 1991 Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 1991 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 1991 Bond or Bonds of the same maturity and of authorized denomination or denomi- nations,. for the same aggregate principal amount and payable 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 1991 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 1991 Bond shall be delivered. -7- The Issuer, the Bond Registrar, and the paying Agent may deem and treat the registered owner of any Series 1991 Bond as the absolute owner of such Series 1991 Bond for the purpose of receiving payment of the principal thereof and the interest and premiums, if any, thereon. Series 1991 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 1991 Bonds, of other authorized denominations of the same series and maturity. C. The Series 1991 Bonds shall be dated such date, shall bear interest from the date thereof, payable semiannually on the first day of May and the first day of November of each year, 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, 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 1991 Bonds. The Series 1991 Bonds shall be issued as fully registered bonds in the denomi- nation of $5,000 each or any integral multiple thereof. D. The Series 1991 Bonds shall be executed in the name of the Issuer by the Mayor and the seal of the Issuer shall be imprinted, reproduced or lithographed on the Series 1991 Bonds and attested to and countersigned by the Clerk. In addition, the City Attorney shall sign the Series 1991 Bonds, showing approval of the form and correctness thereof, and the Mayor shall, if applicable, sign the validation certificate with respect to the Series 1991 Bonds. The signatures of the Mayor, the Clerk and the City Attorney on the Series 1991 Bonds may be by facsimile, but either the Mayor or the City Clerk shall sign his manual signature on the Series 1991 Bonds. If any officer whose signature appears on the Series'1991 Bonds ceases to hold office before the delivery of the Series 1991 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 1991 Bond may bear the signature of, or may be signed by, such persons as at the actual time of execu- tion of such Series 1991 Bond shall be the proper offi- cers to sign such Series 1991 Bond although at the date of such.Series 1991 Bond or the date of such Series 1991 Bond or the date of delivery thereof such persons may not have been such officers. ,Only such of the Series 1991 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 Resolu- tion. No Series 1991 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 such certificate of the Bond Registrar upon any ;such Series 1991 Bond shall be conclusive evidence that such. Series-1991 Bond has been duly authen- ticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any series 1991 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Series 1991 Bonds that may be issued hereunder at any one time. E. If any Series 1991 Bond is mutilated, des- troyed, stolen or lost, the Issuer or its agent may, in its discretion (i) deliver a duplicate replacement Series 1991 Bond, or (ii) pay a Series 1991 Bond that has matured or is about to mature. A mutilated Series 1991 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 1991 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 1991 Bond shall consti- tute an original contractual obligation on the part of the Issuer whether or not the destroyed, stolen or lost Series 1991 Bond be at any time found by anyone, and such duplicate Series 1991 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 1991 Bond so mutilated, destroyed, or stolen or lost. F. The Series 1991 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 1991 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 1991 Bonds or por- tions of the Series 1991 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 1991 Bond, or any defect therein, shall not affect. the validity of the proceedings for redemption of any Series 1991 Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 1991 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 1991 Bonds then outstand- ing shall be called for redemption, the distinctive -9- numbers and letters, including CUSIP numbers, if any, of such Series 1991 Bonds to be redeemed and, in the case of Series 1991 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 1991 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 1991 Bond shall also state that on or after the redemp- tion date, upon surrender of such Series 1991 Bond, a new Series 1991 Bond or Series 1991 Bonds in a principal amount equal to the unredeemed portion of such series 1991 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 1991 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 1991 Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois, Pacific Securities Depository Trust Company, San Francisco, California and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as - the Bonds. fi (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 1991 Bonds, in some other financial newspaper or -_ journal which regularly carries notices of redemption of other obligations similar to the Series 1991 Bonds, such publication to be made at least thirty (30) days prior to the date fixed for redemption. (iii) Upon the payment of the redemp- tion price of Series 1991 Bonds being re- deemed, each check or other transfer of funds -10- ter issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 1991 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 1991 Bond after the publication and mailing of a notice of redemption nor during the period, of f ifteen (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 1991 Bonds or portions of Series 1991 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 1991 Bonds or portions of Series 1991 Bonds on such date. On the date so designated for redemption, moneys for pay- ment of the redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Series 1991 Bonds or portions thereof to be redeemed, all as provided in this Resolution, inter- est on the Series 1991 Bonds or portions of Series 1991 Bonds so called for redemption shall cease to accrue, such Series 1991 Bonds and portions of Series 1991 Bonds shall cease to be entitled to any lien, benefit or secur- ity under this Resolution, and the registered owners of such Series 1991 Bonds or portions of Series 1991 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 1991 Bonds for any unredeemed portions of the Series 1991 Bonds. H. In case part but not all of an outstanding fully registered Series 1991 Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Series 1991 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 1991 Bonds so surrendered, a Series 1991 Bond or Series 1991 Bonds fully registered as to principal and interest. I. Series 1991 Bonds or portions of Series 1991 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 -11- escrow agent, Authorized Depository or Paying Agent, as the case may be, for such redemption of the Series 1991 Bonds and, to the extent provided in the preceding sub- section, to receive Series 1991 Bonds for any unredeemed portion of the Series 1991 Bonds. _ J. If the date for payment of the principal of, premium, if any, or interest on the Series 1991 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 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. K. The text of the Series 1991 Bonds, the form of assignment for such Series 1991 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 execu- ting 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: UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI GENERAL OBLIGATION REFUNDING BOND, SERIES 1991 interest Original Dated Rates Maturity Date: Dates CUBIP Not May 1, , 199_ REGISTERED OWNER: 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 F the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent inter- sst-payment date _to which interest has been paid, at the Interest ro 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 -May and the first day of November ofeachyear-,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 pay- ment date, (the'"Record Date"), irrespective of any transfer or 5 exchange of such -_ Bond subsequent toeach` 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. registered at the close of :.business ;on a special record date::.,for the payment Of such defaulted:,: interest. as ;established by notice by- deposit in -.the U.S. t mails, postage prepaid, by the Bond Registrar to the Registered y„ -Owners ,..*f, :Bonds not less :than fifteen . (15) days preceding such F sp9ciala record date.. -Such notice shall be mailed to the persons in whos e an►est:the Bonds are registered at the close of business on k` the fifth (5th) day '(whether or . not .a < business: day) preceding,".. -the date of mailing;. eds of� this series are subject to mandatory redemption prior � t1olit-11t, zoit reepeot3ve ,:ttated� dates .: oP maturity ) (insert .mandatory r``6dem�ition provisions h Y f{ t s 9 to is w+ Ott,•, � t atT z . Y Z'es- '� j ' k''.tau �+.rt 'W i "i*t- { yf b,.k r�'t`) •x . The hands of this series scheduled to mature on - of the years to shall be further subject to redemption prior to tMi maturity at the option of the Issuer on or after as a whole at any time or in part on any . merest p&yment date (less than all of such maturity to be selected by lot), at the redemption prices (expressed as percen- tages of principal amount) not forth in the following table, plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods Redemption (Dates Inclusive) 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- 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 Fire Fighting, Fire Prevention and Rescue Facilities Bonds, Housing Bonds, Sanitary Sewer System Bonds, Storm Sewer Improvement Bonds and Street and Highway "Improvement Bonds, all dated as of May 1, 1983 (the "Refunded Bonds"), pursuant to the authority of and in full com- pliance with the Constitution and laws of the State of Florida, p 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 enacted by the Issuer on , 1991 (the "Resolution"), and other applicable provisions of law. 4 This Bond is subject to all the terms and conditions of the Reso- lution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. r The Issuer has established with as Escrow Agent under an Escrow Deposit Agreement, dated as of 1991 (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 Deposit Agreement. So long as the funds on deposit under the -14 r , *..21 F c ,'I--5 f�I �- Escrow Deposit Agreement, together with investment earnings there- on, are sufficient for the full and timely payment of the Refunded Bonds, 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 interest on this Bond. However, if at any time, the funds on deposit under the Escrow Deposit Agreement, together with investment earnings thereon, shall be inadequate to fully satisfy all of the principal, interest and redemption pre- mium,if any, requirements of the Refunded Bonds when due upon maturity or earlier redemption, the Refunded 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 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 under the Escrow Deposit Agreement are inadequate to fully satisfy the Issuer's obligations in respect of the Refunded Bonds, the regis- tered owner hereof agrees that, to the extent of such deficit, it shall have no rights whatsoever to demand, enforce or receive pay- ment 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 shall have been signed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE. This Bond is and has all the qualities and incidents of, an investment security under the Uniform Commercial Code -Investment Securities Law of the State of Florida. -15- i IN WITNESS WiMREOF, The City of Miami, Florida, has issued f this bond and has caused the same to be signed by its Mayor and attested and oountarsigned by its City Clerk, either manually or with their facsimile signatures, and a facsimile of its seal to be reproduced hereon, all as of the _ day of , 1901. THE CITY OF MIAMI, FLORIDA (SEAL) BY: Mayor ATTESTED AND COUNTERSIGNED: By: • City Clerk APPROVR-D AS - TO FORM: BY: City Attorney [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. 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 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. -18- 91- 215 trorm of Abbreviations for series 1991 sondsl 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 COM - 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) t. f Additional abbreviations may also be used though not in the above list. a [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 , 1991. Mayor [Form of Assi9ment for Series 1991 sonde] ABSIGUMM 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 1991 Bond) V 'fir 'T -20- ;'j, SECTION 7 . "olication _ of.._ Bond_ Proceeds. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 1991 Bonds shall be applied by the Issuer, simultaneously with delivery of the Series 1991 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 1991 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 1991 Bonds (including payment of the expenses of the Issuer), and (ii) 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 1991 Bonds. SECTION 8. Investment of Proceeds of the Series 1991 Bonds. All proceeds of the Series 1991 Bonds held by the Escrow Agent shall be invested only in Government Obligations, as provided by the Escrow Deposit Agreement. Proceeds of the Series 1991 Bonds representing accrued interest on the Series 1991 Bonds transferred 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. LM of Ad Valorem Tax: Payment and Pledge. In each Fiscal Year while any of the Series 1991 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 1991 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, together with investment earnings thereon, shall be insufficient to meet the pay- ment requirements thereof in accordance with the terms and condi- tions thereof and of the Escrow Deposit Agreement, the holders or owners of the Refunded Bonds 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, the right, title and interest of the registered owners of the Series 1991 Bonds in such appropriated tax revenues and to such extent the pledge thereof made herein for the benefit of the Series -21 K 1991 Bonds, shall be null and void, and, to such extent, the Series 1991 Bonds shall not be entitled to any payment from the Issuer from any source whatsoever. Any si,ch 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 1991 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 1991 Bonds. To the extent that the principal of and interest on the Series 1991 Bonds is payable from the Issuer's tax revenues as herein provided, on or before each interest or principal payment date for the Series 1991 Bonds, the Issuer shall transfer to the Paying Agent an amount sufficient to pay the principal of and interest on the Series 1991 Bonds then due and payable and the Paying Agent is hereby author- ized and directed to apply such funds to said payment. To the extent the Series 1991 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 1991 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. ComDi;ance With Tax Reuuirements. The Issuer hereby covenants and agrees, for the benefit of the owners from time to time of the Series 1991 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 1991 Bonds from gross income £or 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 1991 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 1991 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; -22- .04. (3) to refrain from using proceeds from the Series 1991 Bonds in a manner that would cause the series 1991 Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and (4) to refrain from tatting any action that would cause the Series 1991 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. cC fiance 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 contained in the ordinances and resolutions pursuant to which the Refunded Bonds were issued and in the Refunded 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 tte Refunded 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 1991 Bonds, with the covenants, conditions, agreements or provisions of such ordinances and resolutions that might apply to the Series 1991 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 1991 Bonds, such ordinances and resolutions are hereby amended to comply herewith with respect to the Series 1991 Bonds. SECTION 12. 8ggroval 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 the offer of the Original Purchaser to purchase the Series 1991 Bonds in the aggregate principal amount of not exceeding $19,000,000, 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. ARproval, of Form sf Escrow Deoosit Agreement; Authorization of Aouointm+ent 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 -23- .4b 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 1991 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 1991 Bonds. SECTION 14. Authorization of Annointment 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 1991 Bonds prior to the issuance of the Series 1991 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 1991 Bonds is hereby authorized. The Mayor is hereby authorized to approve and execute, on behalf of the Issuer, an Official Statement relating to the Series 1991 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 1991 Bonds. Within 30 days after the delivery of the Series 1991 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 -24- 9 - 215 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- 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 1991 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 1991 Bonds in the form and manner set forth herein to deliver the series 1991 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 1991 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 1991 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, including, but not limited to, the procure- ment of a municipal bond insurance policy to secure the Series 1991 Bonds, that are necessary or desirable in connection with the exe- cution and delivery of the Series 1991 Bonds, and which are speci- fically authorized or are not inconsistent with the terms and pro- visions of this Resolution or any action relating to the Series 1991 Bonds heretofore taken by the Issuer or the Governing Body. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 1991 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 1991 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 completed by the Issuer from time to time prior to the issuance of the Series 1991 Bonds. Thereafter, no modification or amendment of this Resolution or of any resolution or ordinance -25- amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made without the consent in writing of the owners of not legs than a majority in aggregate principal amount of the outstanding Series 1991 bonds, but no modification or amend- ment shall permit a change (a) in the maturity of the series 1991 Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 1991 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 1991 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 1991 Bonds owned by or held for the account of the Issuer, directly or indirectly, shall not be counted. SECTION 19. Qefeasance and Release. If, at any time after the date of issuance of the Series 1991 Bonds (a) all Series 1991 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 1991 Bonds at maturity or at any earlier redemption date scheduled by the Issuer, 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 Series 1991 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 1991 Bonds at the maturity thereof or the date upon which such Series 1991 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 1991 Bonds is- sued 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 1991 Bonds issued under and -26- 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 1991 Bonds issued hereunder. SECTION 22. Controlling Law; Members of Governing 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 1991 Bonds shall be liable personally on the Series 1991 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 1991 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. Qualification 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 1991 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 1991 Bonds, utiliza- tion of electronic book entry data received from The Depository Trust Company in place of actual delivery of Series 1991 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 1991 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. SECTION 25. Effective Date. This Resolution shall be effective immediately upon its adoption. -27- � 1 avier L. �uare , ayOr City Clerk APPROVED AS TO FORM AND CORRE�SN / 1 'J. RGE L . Ci hc Att PREPARED AND APPROVED BY: k-' Draft of March 7 p 1991 ftr_ DimCAINsios i►u1'tl i�. 9.. _onl'St - 8_Llb��t�t _ o_ C!$irtnae Deposit (hereinafter defined), plus accrued interest on the Series 1991 Bonds from [*DOCDATE*) 1, 1991 to the day of Closing (hereinafter defined), payable to or to the order of the City, by wire transfer in immediately available federal funds. The Underwriters agree to make a bona fide public offering of substantially all of the Series 1991 Bonds to the public at initial public offering prices not greater than (or yields not less than) the initial public offering prices (or yields) set forth in the Official Statement (hereinafter defined); provided, however, that the Underwriters reserve the right to make concessions to certain dealers, certain dealer banks and banks acting as agents, and to change such initial public offering prices as the Underwriters shall deem necessary in connection with the marketing of the Series 1991 Bonds. 2. Good Faith Deposit, Delivered to the City herewith, as a good faith deposit, are New York Clearinghouse Funds payable to the order of the City in the amount of 1% of the aggregate principal amount of the Series 1991 Bonds ($000,000)(the "Good Faith Deposit"), as security for the performance by the Underwriters of their obligation to accept and pay for the Series 1991 Bonds at Closing in accordance with the provisions hereof. In the event that the City accepts this offer, said New York Clearinghouse Funds may be negotiated by the City. At the Closing, the amount of the Good Faith Deposit shall be applied in partial payment of the purchase price of the Series 1991 Bonds. In the event you do not accept this offer, the Good Faith Deposit shall be immediately returned to the Underwriters. If the Underwriters fail (other than for a reason permitted hereunder) to accept and pay for the Series 1991 Bonds at the Closing as provided herein, the Good Faith Deposit, together with any interest earnings thereon, shall be retained by the City as and for 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 amounts shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults hereunder on the part of the Underwriters, it being understood by the parties hereto in the event of a default by the Underwriters hereunder, actual damages may be difficult or impossible to compute. In the event that the City fails to deliver the Series 1991 Bonds at the Closing, or if the City is unable at or prior to the Closing Date to satisfy or cause to be satisfied the conditions of the obligations of the Underwriters contained in this Bond Purchase Agreement, or if the obligations of the Underwriters contained herein shall be cancelled or terminated for any reason permitted by this Bond Purchase Agreement, the City shall be obligated to make immediate payment to the Representative, for the account of the Underwriters, in the amount of the Good Faith Deposit, together with any interest earned thereon. 3. The Series 1991 Bonds, The Series 1991 Bonds shall be issued and secured 2 Draft of March 7, 1991 for Discussion Purooisos. Only Buhiiat to oti cr 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, as amended; the Constitution of the State of Florida, including, but not limited to, Article VII, Section 2 thereof; Resolution No. of the City enacted by the City Commission (the "Commission") of the City on March 14, 1991 (the "Bond Resolution"); and other applicable provisions of law (collectively, the "Act"). The Series 1991 Bonds shall mature on such dates, and ' shall bear interest at such rates, as are set forth in Exhibit A attached hereto and made a part hereof and shall be subject to redemption as set forth in the Official Statement attached as Exhibit C hereto and made a part hereof. In connection with the public offering of the Series 1991 Bonds, the Underwriters have delivered to the City a letter containing the information required by Chapter 218.385 of the Florida Statutes; which letter is in the form attached hereto as Exhibit B. It shall be a condition of the obligation of the City to sell and deliver the Series 1991 Bonds to the Underwriters, and the obligation of the Underwriters to purchase and accept delivery of the Series 1991 Bonds, that the entire aggregate principal amount of the Series 1991 Bonds shall be sold and delivered by the City and paid for by the Underwriters at the Closing. 4. Use of Documents. The City has caused to be prepared and circulated by the Underwriters a Preliminary Official Statement relating to the Bonds, dated [*POSDATE*], 1991 (such Preliminary Official Statement, including the cover page and all appendices, exhibits, reports and statements included therein or attached thereto and any amendments and supplements thereto that may be authorized by the City for use with respect to the Bonds being herein called the "Preliminary Official Statement"), and the City consents to and ratifies the use of the Preliminary Official Statement by the Underwriters prior to the date hereof in connection with the offering of the Bonds. The City further represents that the Preliminary Official Statement is deemed final except for that information permitted to be omitted by Rule 15c2-12(b)(4) ("Rule 15") of the Securities and Exchange Commission ("SEC"). The City hereby agrees to furnish, and authorizes the use of, a reasonable number of printed copies in sufficient quantity to comply with Rule 15 and the rules of the Municipal Securities Rulemaking Board (the WSW') of the final Official Statement, dated the date hereof, with respect to the Series 1991 Bonds (including the cover page and any appendices contained therein, the "Official Statement"), executed by the City in substantially the form attached hereto as Exhibit C, within seven (7) business days of the date hereof and in time to accompany any confirmation that requests payment from any customer. The City agrees to supplement the Official Statement upon request by the Underwriters when, in the reasonable judgment of the Underwriters, such supplementation is required due to a change in the affairs of the City. The reasonable cost of any such supplementation required within 90 days of the Closing Date or during such lesser time allowed by Rule 15 or the rules of 3 RN Draft of March 1# 1991 Jubieck _to —chancre the MSRB shall be borne by the City. S. Conditions Precedent to Execution of this Aareew the Representative, On or before the acceptance by the City of this Agreement, the City shall deliver to the Representative together with such reasonable number of copies thereof as the Representative may request: (a) A marked -up copy of the Official Statement which shall be deemed final by the City, and, within seven days from the date of this Bond Purchase Agreement, a clean copy Official Statement of the City, dated [*OSDATE*], 1991, relating to the Series 1991 Bonds; and (b) A copy of the duly executed commitment from the Bond Insurer (hereinafter defined), in form and substance satisfactory to the Representative and counsel to the Underwriters to the effect that the Bond Insurer shall issue the Bond Insurance Policy (hereinafter defined) for the Series 1991 Bonds, subject to the terms of such commitment. 6. ReRresentations and Warranties of the City. The City represents and warrants to the Underwriters as follows: (a) Both at the time of acceptance hereof and at the time of Closing, the statements contained in the Preliminary Official Statement (other than as modified in the Official Statement) and in the Official Statement, insofar as they relate to the City, the Bond Resolution, the Escrow Deposit Agreement dated as of [*DOCDATE*] 1, 1991 (the "Escrow Deposit Agreement!'), between the City and (the "Escrow Agent"), as Escrow Agent for the refunding of $ in aggregate principal amount of the City's previously issued and outstanding General Obligation Bonds, Series 1983, as described more particularly in the Official Statement (collectively, the "Refunded Bonds"), and this Bond Purchase Agreement, are and will be accurate in all material respects for the purposes for which their use is authorized, and do not and will not contain any untrue ,statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (b). When executed and delivered by the City in accordance with the provisions of this Bond Purchase Agreement, the Series 1991 Bonds will have been duly authorized by the City, in the manner required under 4 °"' 215 f Draft of Karate 7, 1991 ft-r.%gu` ii- _ - "I'll lis.-Otll'1►_ _ .._Aub'�Abt __tO_ �111LbCr� applicable law, executed, issued and delivered and will constitute valid and binding obligations of the City, enforceable against the City in accordance with their terms, in conformity with the Bond Resolution, such enforceability being 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. (c) The adoption by the City of the Bond Resolution and the execution and delivery by the City of this Bond Purchase Agreement, the Series 1991 Bonds, the Escrow Deposit Agreement, and all other documents executed and delivered by the City in connection with the issuance cf the Series 1991 Bonds (collectively the "Bond Documents") and the compliance by the City with the provisions thereof will not in any material respect conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any agreement or other instrument to which the City is a parry or by which the City is bound, or any existing law, administrative regulation, court order or consent decree to which the City or its property is subject. (d) The City will furnish such information, execute such instruments and take such other action in cooperation with the Representative as the Representative may reasonably request, to (i) qualify the Series 1991 Bonds for offer and sale under the Blue Sky or other securities laws and regula- tions of such states and other jurisdictions of the United States of America as the Representative may designate and (ii) determine the eligibility of the Series 1991 Bonds for investment under the laws of such states and other jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the Series 1991 Bonds. This paragraph shall not however require the City to submit to the jurisdiction of a court of any state other than Florida. (e) During the period from the date hereof to and including a date which is ninety (90) days or twenty-five (25) days if the Official Statement is deposited with a nationally recognized municipal securities information repository, following "the end of the underwriting period" (hereinafter defined) for the Series 1991 Bonds, the City will (a) not adopt any amendment of or supplement to the Official Statement to which, after having been furnished with a copy, the Representative shall reasonably object in writing, unless the City has obtained an opinion of counsel which 5 0 0 Draft of March 7, 1001 Por _DiaouNraion r oeaa Bubiect _to chabai may be the City Attorney (hereinafter defined), Co -Bond Counsel (hereinafter defined), or any other counsel retained by the City and generally recognized as knowledgeable in the field of municipal bonds, 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 (b) if any event relating to or affecting the City or the Series 1991 Bonds 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 the City or Counsel to the Underwriters (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 Chase 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. For the purpose of this section, the City will furnish such information with respect to itself as the Underwriters may from time to time reasonably request. Unless otherwise notified in writing by the Representative on or prior to the Date of Closing, the City can assume that the "end of the underwriting period" for the Series 1991 Bonds for all purposes of Rule 15c2-12 of the Exchange Act is the date of the Closing. In the event such notice is given in writing by the Representative, the Representative agrees to notify the City in writing following the occurrence of the "end of the underwriting period" for the Series 1991 Bonds as defined in Rule 15c2-12. Therefore, the "end of the underwriting period" for the Series 1991 Bonds as used in this Bond Purchase Agreement shall mean the Date of Closing or such later date as to which notice is given by Chase in accordance with the preceding sentence. (f) Between the date of this Bond Purchase Agreement and the time of 6 0 Mkl 0 Draft of lurch 70 14Di sr piscussi o , act —to, CWWU Closing, the City will not execute any bonds, notes or other obligations for borrowed money, other than those the proposed issuance or incurring of which is referred to explicitly in the Official Statement, without giving prior written notice thereof to the Representative. (g) The City is, and will be at the date of Closing, 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 (as defined in the Bond Resolution). (h) The City (i) has full legal power and authority to adopt the Bond Resolution; to execute and deliver this Bond Purchase Agreement, the Escrow Deposit Agreement and the other Bond Documents; to issue, sell and deliver the Series 1991 Bonds; and to carry out and consummate the transactions contemplated by this Bond Purchase Agreement, the Escrow Deposit Agreement, the Official Statement and the other Bond Documents; (ii) has in full force and effect • all consents, approvals, permits or other actions by or filings with any governmental authority required for the execution and delivery by the City of this Bond Purchase Agreement, the Escrow Deposit Agreement, and the other Bond Documents, and for the performance by the City of the transactions contemplated thereby; (III) represents that from the time of acceptance by the City hereof through the date of the Closing, except as contemplated by the Official Statement, the City will not incur any material liabilities, direct or contingent, or enter into any transaction that could adversely affect the transactions contemplated hereby or by the Bond Documents, and there shall not have been any material adverse change in the condition, financial or physical, of the City other than changes in the ordinary course of business or in the normal operation of the facilities operated by the City that could adversely affect the transactions contemplated hereby; (iv) represents that the execution and delivery by the City of the Series 1991 Bonds and the Bond Documents, the compliance by the City with the provisions thereof, and the carrying out and consummation by the City of its obligations under such documents and instruments will not conflict with or constitute a breach of or a default under any law, administrative regulation, court decree, instrument or agreement to which the City is subject or by which the City is or any of its properties are bound. (i) If between the date of this Bond Purchase Agreement . and the date of Closing any event shall occur which, in the opinion of the City, would 7 9a- Draft of March 7, 1991 Por b3.scuss3 on PU pars ono ..lytlaliQlt cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Representative, and if in the opinion of the City and the Representative such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its expense supplement or amend the Official Statement in a form and in a manner approved by the Representative. Q) Except as disclosed in the Official Statement, to the best knowledge of the City, as of the date hereof, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, govern. ment agency, public board or body, pending or threatened against the City, affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 1991 Bonds or contesting or affecting as to the City the validity or enforceability of the Act in any respect relating to authorization for the issuance of the Series 1991 Bonds, the Escrow Deposit Agreement or the Bond Resolution, or contesting the exclusion from gross income of interest on the Series 1991 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 its authority for the issuance of the Series 1991 Bonds, the adoption of the Bond Resolution, or the execution and delivery by the City of this Bond Purchase Agreement. 7. Closing. At 10:00 a.m., New York City time, on , 1991, or such other time and date as the City and the Representative may agree in writing (the "Closing Date"), the City will cause the Series 1991 Bonds to be delivered to the Underwriters in definitive form, duly executed and authenticated at the offices of the Depository Trust Company, New York, New York ("DTC'). The other documents mentioned in this Agreement will be delivered on the Closing Date at the offices of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida, or such other place as the Representative may specify and the City may approve. On the Closing Date, the Underwriters shall pay the purchase price of the Series 1991 Bonds by wire transfer of federal funds payable to the order of the City.. The Series 1991 Bonds shall be issued only as one fully registered Bond for each maturity of the Series 1991 Bonds and shall be delivered to DTC registered in the name of DTC's nominee, Cede & Co., or such other name as DTC may request at least two (2) business days before the Closing Date. It is anticipated that CUSIP identification numbers will be printed on the Series 1991 Bonds, but neither the failure to print the numbers on any of the Series 1991 CI Draft of Maroh 7 * 1991 Ft� it-Ouggi on Pure Bonds nor any error in the numbers or the printing will constitute cause for a failure or refusal by the Underwriters to accept delivery and pay the purchase price of the Series 1991 Bonds. 8. Conditions of _Closing. The Underwriters have entered into this Agreement in reliance upon the representations and warranties of the City herein contained and the performance by the City of its obligations hereunder both as of the date hereof and as of the time of Closing. The obligations of the Underwriters hereunder are subject to the following conditions: (a) At the time of the Closing, (i) the Bond Documents and any other documents deemed necessary in connection with the issuance of the Series 1991 Bonds shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect prior to the Closing, except as may have been agreed to in writing by the City and the Representative, and the City shall have duly adopted and there shall be in full force and effect the Bond Resolution and such additional resolutions, or ordinances or agreements as shall, in the opinion of Jorge L. Fernandez, City Attorney of the City ("City Attorney'); the Representative; Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary & Dove ("Co - Bond Counsel"); and Arrington & Hollowell, P.C., Kubicki, Draper, Gallagher & McGrane, P.A., and Armando J. Bucello, Jr., Esq. C'Co-Counsel to the Underwriters") be necessary in connection with the issuance of the Series 1991 Bonds; (ii) the representations and warranties of the City herein shall be true and accurate in all material respects and (ui) the City shall perform or have performed all obligations required under or specified in this Bond Purchase Agreement to be performed at or prior to the Closing. (b) At or prior to the Closing, the Representative shall have received the following documents: (i) The unqualified approving opinion of Co -Bond Counsel, dated the day of Closing, substantially in the form appended to the Official Statement as Appendix _ and a letter of such Co -Bond Counsel, dated the date of Closing and addressed to the Representative on behalf of the Underwriters, to the effect that the foregoing opinion addressed to the City may be relied upon by the Underwriters to the same extent as if such opinion were addressed to them. (ii) A supplemental opinion of Co -Bond Counsel, dated the date Y. s 9 1 - ' 2 } S Draft of March 7, 1441 �of._._��_aataa; oo.��oai+as_--�nlr�_ , : __6�►�Liot__ to—oh�tta of the dosing and addressed to the Representative on behalf of the Underwriters, to the effect that: (1) the Series 1991 Bonds are not subject to the registration _ requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification as a Trust Indenture pursuant to the Trust indenture Act of 1939, as amended; (2) the statements contained in the Official Statement under the captions "Description of the Series 1991 Bonds", "Authorization and Security", "Legal Debt Limitations" and "Tax Exemption; Income Tax Effects",• to the extent such statements purport to summarize portions of the Bond Resolution, the Series 1991 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 including any caption recited earlier in this clause (2); (3) the Escrow Deposit Agreement has been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by the Escrow Agent, constitutes a valid and binding agreement between the parties thereto, enforceable in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws relating to the enforcement of creditors' rights; and (iii) A certificate or certificates, dated the date of Closing, 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 Representative and Co -Counsel to the Underwriters, in which such officials, to the best of their knowledge, state: so Y Dram of March I # tiros, Zgr Di� _-Omy _� _A0` *ct _.tb---chanao (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 M 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. (iv) An opinion, dated the day of Closing, of the City Attorney, addressed to the City and to the Underwriters, in form and substance satisfactory to the Representative 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 11 9 1 — Draft of March ` # 1991 U D31iattasion =os►_sa _on"aubiiat _to eth u�a obligations under the Bond Resolution and the Bond Documents, and to authorize, execute and deliver and to perform its obligations under this Agreement, (2) the City has duly authorized, executed and delivered the Bond Documents, and assuming the due authorization, execution and delivery of the Bond Documents 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", "Description of the City of Miami - Government of the City", "Description of the City of Miami - •Regional Government Services", "Description of the City of Miami - Scope of Services and Agency Functions", "Legal Debt Limitations" and "Litigation", and based upon participation in the preparation of the Preliminary Official Statement and the Official Statement, City Attorney has no reason to believe such information contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not mis- leading, (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 Bond Resolution and the authorization, execution and delivery of the Bond Documents and the Series 1991 Bonds, and compliance with the provisions hereof and thereof, will not conflict with, or e -tl e:. f .. 12 y tT Draft of March 7, 1991 »or Discussion Puruoaaa . cn 40 we Alubiacat to ehanCre constitute a breach of or default under any law, administra- tive 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 Bond 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 Bond Resolution and the other Bond Documents 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 1991 Bonds, and the Series .1991 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, (1) 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 1991 Bonds or the application of the proceeds thereof, or contesting or affecting as to the City the validity or 13 a s Draft of March 7, 1991 l-orDiscus$ion l+urs _ 4* _ B � rat _ to _chanve performance of, or in any respect relating to, the Series 1991 Bonds, the Bond 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 1991 Bonds, or contesting the exclusion from gross income for federal income tax purposes of interest on the . Series 1991 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 1991 Bonds, the adoption of the Bond Resolution, or the execution and delivery by the City of this Bond Purchase Agreement or the Escrow Deposit Agreement; or (2) 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 Counsel to the Underwriters shall reasonably request. (v) The municipal bond insurance policy from Municipal Bond Investors Assurance Corporation (the "Bond Insurer") guaranteeing the scheduled payment of the principal of and interest, when due, on the Series 1991 Bonds, consistent with the description of such policy in the Official Statement. (vi) A certificate of the Bond Insurer dated the date of Closing, addressed to the Underwriters in form and substance satisfactory to the Representative and Co -Counsel to the, Underwriters, to the effect that (1) the Bond Insurer is duly qualified to do business in the State of Florida; and (2) the Bond Insurer has full corporate power and authority to execute and deliver the Bond Insurance Policy for the Series 1991 Bonds, (3) the Bond Insurance Policy has been duly authorized, executed and delivered by the Bond Insurer and constitutes a legal, valid and binding obligation of the Bond Insurer enforceable in accordance with its terms, and (4) statements in the Official Statement relating to the Bond Insurer and the Bond Insurance Policy are correct in all material respects and do not omit any statement which should be included therein and such statements fairly and 14 fi ; Dr&t't Of Ukrah 7 # 1991 F-Or Djo-gussign- pu caps- r►l.v__- ubi. jet__ to_ akUn accurately describe the Bond Insurer. (vii) A report in form and substance satisfactory to the Representative and Counsel to the Underwriters, dated the date of the Closing from Deloitte & Touche, independent certified public accountants, veri4ing the accuracy of (1) the mathematical computations of the adequacy of the maturing principal amounts and interest of the United States government obligations held under the Escrow Deposit Agreement to pay, when due, the principal of and interest on the Refunded Bonds and to redeem the Refunded Bonds, (2) schedules furnished to such firm 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 1991 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. (viii) The written approval of Deloitte & Touche of the use of its report in the Preliminary Official Statement and the Official Statement in "Appendix A, Financial Section of the Comprehensive Annual Financial Report of the City for the Fiscal Year ended September 30, 1990", and the use of their name therein and a letter to the effect that, based on their review of the Official Statement and of minutes of the meetings of the City Commission and their discussions with officials of the City responsible for accounting and financial matters, nothing has come 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 Statement or as occasioned by repayments of such indebtedness, and except for the changes disclosed in "Appendix A, Financial Section of the Comprehensive Annual Financial Report of the City for the Fiscal Year ended September 30,1990" 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. (ix) 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 is /00 91- 215 3 Draft of March y, it9i for_Discus aion __puragmes_ only- __-. aub-irct tc."Ohanag United States of America as a national banking association, with frill 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. (x) Letters of rating agencies evidencing that Moody's Investors Service has issued an "Aaa" rating for the Series 1991 Bonds and that Standard & Poor's Corporation has issued an "AAA" rating for the Series 1991 Bonds. (xi) An opinion of counsel to the Bond insurer, dated the date of Closing 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 New York and qualified to do business therein and is licensed and authorized to issue its policy of municipal bond insurance on the Bonds (the "Bond Insurance Policy") under the laws of the State of Florida; (2) the Bond Insurance 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 New York; and (4) the statements 3.6 /01 Draft of Karoh y, 1901 r-or—b se asiors PItact _.to__ahantte described in the Official Statement relating to the Bond insurer and the Bond Insurance 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 insurance Policy or the ability of the Bond Insurer to meet its obligations under the Bond insurance Policy. (xii) The opinions of Co -Counsel to the Underwriters, dated the date of the Closing, addressed to the Underwriters, to the effect, among other things, that assuming that the Series 1991 Bonds are exempt from taxation, (i) the Series 1991 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualifications as an indenture under the Trust Indenture Act of 1939, as amended; and (ii) based upon the examination that they have made as Co -Counsel for the Underwriters and their participation in certain meetings held in connection with the preparation of the Official Statement, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Official Statement, nothing has come to their attention that would lead them to believe that the Official Statement (except the economic, financial statements and other financial and statistical data included therein as to which no view is expressed) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, ( which circumstances do not include the the Series 1991 Bonds are insured by MBIA) not misleading (xiii) Such additional certificates, instruments or opinions as the City Attorney, Co -Bond Counsel or the Underwriters and their counsel may deem necessary or desirable. 9. Termination. The Underwriters, through the Representative, may terminate this Agreement by notification to the City, if at the time of or prior to the Closing (a) (i) legislation shall be enacted by the Congress of the United States (the U.S. Congress) or adopted by either the United States Senate (the "U.S. Senate") or the United States House of Representatives (the "U.S. House") or recommended by the President of the United States to the U.S. Congress for passage or favorably reported for passage to either the U.S. Senate or the U.S. House, or by any committee thereof, or (ii) a decision by a Court of the United States, including the United States Tax Court, shall be rendered, or (W—) a ruling, regulation or official statement by or on behalf of the Treasury Department of s 17 IDS Draft of March 7, 1991 for biaauedio�a _lsuraosse dtti+v - �ubiaot _to ahanem the United States, the internal Revenue Service, or other governmental agency shall be made, with respect to federal taxation upon interest on the Series 1991 Bonds, or Uv) other action or events shall have occurred which have the purpose or effect, directly or indirectly, of materially adversely affecting the federal income tax consequences of any of the transactions contemplated in connection herewith, and in the reasonable opinion of the Representative, materially adversely affects the market for the Series 1991 Bonds or the sale by the Underwriters of the Series 1991 Bonds; or (b) legislation shall be enacted or any action shall be taken by the Securities and Exchange Commission which, in the reasonable opinion of the Representative and counsel to the Underwriters, has the effect of requiring the contemplated distribution of the Series 1991 Bonds to be registered under the Securities Act of 1933, as amended, or the Bond Resolution to be qualified under the Trust Indenture Act of 1939, as amended, or there shall exist a stop order, ruling or regulation by the Securities and Exchange Commission the effect of which is that the issuance, offering or sale of the Series 1991 Bonds, as contemplated hereby or by the Official Statement, is in violation of any provision of the Securities Act of 1933, as amended and as then in effect, or of the Securities Exchange Act of 1934, as amended and as then in effect, or that the Bond Resolution is not exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended and as then in effect; or (c) there shall occur any event which in the reasonable judgment of the Representative either (i) makes untrue or incorrect in any material respect any Statement or information contained in the Official Statement or (ii) is not reflected in the Official Statement but should be reflected therein or in an attachment thereto in order to make any material statements and information contained therein not misleading in any material respect; or (d) there shall have occurred any new outbreak or escalation of hostilities or resurgence of a prior hostility, including a recession of the current cease fire in the Persian Gulf region, or other national or international calamity or crisis, the effect of such outbreak, calamity or crisis on the financial markets or the United States being such as to materially adversely affect the marketability of the Series 1991 Bonds; or (e) there shall be in force a general suspension of trading on the New York Stock Exchange or minemum or maximum prices for trading shall have been fixed and be in force, or maximum ranges for prices for securities shall have been required and be in force on the New York Stock Exchange whether by virtue of a determination by the New York Stock Exchange or by order of the Securities and Exchange Commission or any other governmental authority having jurisdiction; or (f) a general banking moratorium shall have been declared by either federal, Florida or New York authorities having jurisdiction, and then in force, the effect of which on the financial markets of the United States is such as, in the reasonable judgment of the Representative, would materially adversely affect the market for the Series 1991 Bonds or the sale by the Underwriters of the Series 1991 Bonds; or (g) any litigation shall be instituted or be pending at Closing, to restrain or enjoin the issuance, sale or delivery of the Series 1991 Bonds, or that in any i8 /013 Draft of March 7, 1901 souse on purposas oniv - subiact_ tb__ ohaftva way contests or affects any authority for the validity of the Series 1991 Bonds or any of the Bond Documents, the pledge or application of any moneys or securities provided for the payment of the Series 1991 Bonds, or the existence or powers of the City; or (h) the Underwriters have been advised that W the Bond insurer has revoked its commitment to issue the Bond Insurance Policy on the Series 1991 Bonds or that Moody's Investors Service or Standard & Poor's Corporation has announced that bonds insured by the Bond Insurer are no longer rated Aaa and AAA respectively, or (ii) there has been an adverse change of a material nature in the financial position, results or operation or condition, financial or otherwise, of the City in either case other than in the ordinary course of its business, or other than as contemplated in the Official Statement which change could adversely affect the transactions contemplated hereby. If the City shall be unable to satisfy the conditions precedent to the obligation of the Underwriters to purchase, to accept delivery of and to pay for the Series 1991 Bonds contained in this Agreement and the Underwriters do not waive such inability in writing, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Agreement, this Agreement shall be terminated and neither the Underwriters nor the City shall have any further obligations hereunder, except as provided in Sections _ and _ hereof. However, the Representative may, in its discretion, waive, by written notice, one or more of the conditions imposed by this Agreement and proceed with the Closing. 10. Enenses. (a) The Underwriters shall be under no obligation to pay, and the City shall pay, all expenses incident to the performance of the City's obligations under this Agreement, including, without limitation, (i) the cost of preparation and printing of the Official Statement (including any Preliminary Official Statements, or amendments or supplements thereto), (ii) the cost of the preparation, printing and execution of the Series 1991 Bonds, (iii) the fees and disbursements of Co -Bond Counsel and City Attorney, (iv) the fees and disbursements of the Trustee, the Bond Registrar, the Paying Agent, the City's Financial Advisor, the City's independent public accountants, and of any other experts, advisors or consultants retained to assist the City, (v) fees for bond ratings, (vi) the fees and expenses of the Escrow. Agent, as defined in the Escrow Deposit Agreement, (vii) the cost of the verifications required hereunder, (viii) the cost of obtaining the Bond Insurance on the Series 1991 Bonds from the Bond Insurer, (ix) the cost of reproducing all necessary copies of any of the Bond Documents, and (x) all travel and other out-of-pocket expenses of the City's staff and officials as 19 91 �Q Draft of March 7 # 1991 Par ..i53icuaaiot► _flubiaot to dhan" incurred in connection with the Closing; all such expenses to be paid by the City as issuance costs. (b) The Underwriters shall pay (i) all underwriting. and advertising expenses in connection with the public offering and distribution of the Series 1991 Bonds, (ii) the fees and disbursements of Counsel to the Underwriters, (iii) the cost of preparation and printing of the blue sky memorandum, and legal investment survey, (iv) the cost of the preparation and printing of any agreement among underwriters or selling group agreement and this Bond Purchase Agreement, and (v) all travel and out. of -pocket expenses of the Underwriters. 11. Survival of Contract. The respective agreements, representations and warranties and other statements of the City, the Representative and their respective officials, officers and partners set forth in, or made pursuant to, this Bond Purchase Agreement will remain in full force and effect regardless of any investigation, or statement as to the results thereof, made by or on behalf of the City, the Representative or any of their respective officials, officers, partners or directors or any controlling person, and will survive delivery of and payment of the Series 1991 Bonds. 12. Benefit. This Bond Purchase Agreement is made for the benefit of the parties hereto (including the successors or assigns of the Representative). No other = person shall acquire or have any right hereunder or by virtue hereof. 13. Execution in Counterparts. This Bond Purchase Agreement may be executed } in any number of counterparts, all of which taken together shall be one and the same instrument, and any parties hereto may execute this Bond Purchase Agreement by signing any such counterpart. The execution of this Bond Purchase Agreement has been duly authorized by the Commission, and the Commission has delegated the authority for execution of this Bond Purchase Agreement to the Mayor or the City Manager. r. 14. Notice. Any notices or other communications to be given to the City c; under this Bond Purchase Agreement may be given by mailing the same to: malled to the Representative: (lose Securities, Inc. One Chase Manhattan Plaza, 21 st Floor New York, New 'York 10081 Attention: Short -Term Municipal Bond Desk. IS. Severability. The invalidity or enforceability of any provision of this Bond Purchase Agreement as to any one or more jurisdictions shall not affect the validity or enforceability of the balance of this Bond Purchase Agreement as to such jurisdiction or jurisdictions, or affect in any way such validity or enforceability as to any other jurisdiction. 16. Waiver or Modification. No waiver or modification of any one or more of the terms and conditions of this Bond Purchase Agreement shall be valid unless in writing and signed by the party or parties making such waiver or agreeing to such modification. 17. Governing Law. This Bond Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Very truly yours, CHASE SECURITIES, INC., for itself and as Representative of the Underwriters � 44 ACCEPTED, local time on [*SALEDATE*], 1991. THE CITY OF MIAMI, FLORIDA [SEAL] By Attest: Clerk City Manager ;,. 21 j � 3 1 { s 0� To i 01 46 THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and entered Into as of 1, 1991, by and between THE CrN OF M1AK FLORMA (the "City"), and _ as Escrow Agent (the "Escrow Agent"). WIMNESSEzx: WHEREAS, pursuant to the Constitution and the laws of the State of Florida, in particular Chapter 166, Florida Statutes, as amended from time to time, and pursuant to the Charter of the City of Miami, as amended (the "Act"), the City of Miami, Florida (the "City"), issued on May 26, 1983 its obligations identified on Schedule A hereto (the "Prior Bonds"); and WHEREAS, the City desires to refund and defease the Prior Bonds; and WHEREAS, on . 1991, the City Commission (the "Commission"), of the City adopted Resolution No. (the "Bond Resolution"), which authorized the issuance of not more than S19,000,65VII aggregate principal amount of the City's General Obligation Refunding Bonds, Series 1991 (the "Series 1991 Bonds"), to advance refund the Prior Bonds; and WHEREAS, a portion of the proceeds derived from the sale of the Series 1991 Bonds will be applied to the purchase of Government Obligations (as such term is hereinafter defined), which principal amount of Government Obligations will mature and produce investment income and earnings at such times and in such amounts as will be sufficient, to pay when due the maturing principal of, and upon optional redemption thereof on May 1,1993, all of the unpaid principal of and redemption premium, if any, on the Prior Bonds, together with interest thereon until the dates of such maturity or optional redemption; and WHEREAS, in order to provide for the proper and timely application of the moneys deposited hereunder, the maturing principal amount of the Government Obligations purchased therewith, and investment income and earnings derived therefrom to the payment of the Prior Bonds, it is nec ossary 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 princip9.i of, redemption premium, if any, and interest on all of the Prior Bonds according to their tenor and effect, does by these presents hereby grant, warrant, demise, 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: w 0 DIVISION I AU right, title and Interest in and to $. deposited with the Escrow Agent and derived from the proceeds of the Series 1991 Bonds upon issuance and delivery of the Series 1991 Bonds and execution of and delivery of this Agreement. DIVISION II All right, title and interest in and to the Government Obligations described in Schedule B 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 prior Bonds. 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 in its behalf, be subject to the pledge hereof. TO HAVE AND 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 Prior Bonds, but if the principal of redemption premium, if any, and interest on all of the Prior Bonds shall be fully and promptly paid when due, prior to and 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. 43 u' uY ham. - 6 +, 4 ARTIC1S 1 DEFINMONS Section 1.1 aids. 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 Bond Resolution. "Goverment Obligations" shall mean direct, non -callable obligations of the United States of America. 'Trust Estate", "trust estate" or "pledged property" shall mean the property, rights and interests descnIxd or referred to under Divisions 1, 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 2 ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND; FLOW OF FUNDS Section 2.1 Creation of Escrow Deposit Trust Fund and DeMit of Moneys. Tbere is hereby created and established with the Escrow Agent a special and irrevocable trust fund designated the 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, to the extent required by law, of the Escrow Agent. Concurrently with the delivery of this Agreement, the City herewith deposits or causes to be deposited with the Escrow Agent and the Escrow Agent acknowledges receipt of immediately available moneys for deposit in the Escrow Deposit Trust Fund in the amount of $ from the proceeds of the Series 1991 Bonds which, when invested in Government Obligations, will provide moneys sufficient to pay the principal of, redemption premium, if my, and interest on the Prior Bonds, when due and payable, prior to and upon the maturity thereof or the optional redemption thereof on May 1, 1993, as more particularly described m Schedule C attached hereto and made a part hereof, Section 2.2 Payment of Prior Bonds. The Series 1991 Bond proceeds will be sufficient to purcbase $ principal amount of Government Obligations, all as listed in Schedule B attached hereto and made a part hereof; which will mature in principal -3 - s 0 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 become due upon maturity or redemption, all principal of, redemption premium, if any and interest on the Prior Bonds. Notwithstanding the foregoing, if the amounts deposited in the Escrow Deposit Trust Fund are insufficient to make said payments of principal, redemption premium, if any, and interest, the City shall deposit into the Escrow Deposit Trust Fund from the ad valorem taxes originally pledged to the payment of the Prior Bonds, the amount of any deficiency immediately upon notice from the Escrow Agent. Section 23 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 Prior Bonds, subject to the provisions of this Agreement. The holders of the Prior Bonds 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, for the payment of the principal of, redemption premium, if any, and interest on the Prior Bonds as the same become due and payable, and upon the maturity thereof or the optional redemption thereof on May 1, 1993, as more specifically set forth in Schedule C hereto. Section 2.4 Purchase of Government ObU a to t. The Escrow Agent is hereby directed immediately to purchase the Government Obligations listed on Schedule B. The Escrow Agent shall purchase the Government Obligations solely from the moneys deposited in the Escrow Deposit Trust Fund as provided in Section 2.2 hereof. The Escrow Agent shall apply the moneys deposited in the Escrow Deposit Trust Fund and the Government Obligations purchased therewith, together with all income or earnings thereon, in accordance with the provisions hereof. The Escrow Agent shall have no power or duty to invest any moneys held hereunder or to make substitutions of the Government Obligations held hereunder or to sell, transfer or otherwise dispose of the Government Obligations held hereunder except as provided in this Agreement, nor shall the Escrow Agent have any liability with respect to such investments, including, without limitation, any losses or taxes thereon. of .. . I.• . fell I • . : .. . 25.1 If so directed by the City on the date hereof, 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, will meet the requirements of payment of all principal of and interest on the Prior Bonds 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 2.52(a) and (b) below. •4- 91- 215 2.5.2 If so directed by the City at any time during the term of this Agreement, the Escrow Agent shall, upon receipt of the opinion and verification required by (a) and (b) respectively, below, sell, transfer, exchange or otherwise dispose of or request the redemption of all or a portion of the Government Obligations then held in the Escrow Deposit Trust Fund and shall substitute for such Government Obligations other Government Obligations, designated by the City, and acquired by the Escrow Agent with the proceeds derived from the sale, transfer, disposition or redemption of or by the exchange of such Government Obligations held in the Escrow Deposit Trust Fund: (a) The Escrow Agent shall have received 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 Prior Bonds and the Series 1991 Bonds and is not inconsistent with the statutes and regulations applicable to the Prior Bonds and the Series 1991 Bonds; and (b) The Escrow Agent shall have received 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 a stated dollar amount of cash remaining in the Escrow Deposit Trust Fund, if any, will be sufficient without reinvestment, to pay the remaining principal of, redemption premium, if any, and interest on the Prior Bonds as set forth in Schedule C hereof Any moneys resulting from the sale, transfer, disposition or redemption of the Government Obligations held hereunder and the substitution therefor of other Government Obligations not necessary for the payment of principal of redemption premium, if any, and interest on the Prior Bonds, shall be deposited in the Principal Account of the Sinking Fund created and established in the Bond Resolution. Section 2.6 Transfers from Escrow Deposit Trust Fund. As the principal of the Government Obligations set forth in Schedule B shall mature and be paid, and the investment income and earnings thereon are paid, the Escrow Agent shall, no later than the redemption date for the Prior Bonds, as specified in Schedule C hereof, transfer to the paying agent for the Prior Bonds from the Escrow Deposit Trust Fund amounts sufficient to pay the principal of, redemption premium, if any, and interest on the Prior Bonds coming due, as specified in Schedule C hereof. So long as the Escrow Agent shall also serve as registrar and paying agent for the Prior Bonds, the Escrow Agent shall perform its responsibilities, described in the Award Resolution, in connection with the redemption of the Prior Bonds including the giving of notice of redemption as required therein. Section 2.7 Escrow Deposit Trust Fund Constitutes Trust Fund. The Escrow Deposit Trust Fund created and established pursuant to this Agreement shall be and constitutes a trust fund for the purposes provided in this Agreement and shall be kept separate and distinct from all other funds of the City and, to the extent required by law, of -5- 0 91— 215 the Escrow Agent and used only for the purposes and in the manner provided in this Agreement. Section 2.8 Tr nder_of_ Funds _After ._All Payment. Required -Dyer cement are de. After all of the transfers by the Escrow Agent for payment of the principal of redemption premium, if any, and interest on the Prior Bonds provided in Schedule C have been trade, all remaining moneys and securities, together with any income and interest thereon, in the Escrow Deposit 'Trust Fund shall be deposited in the Principal Account of the Sinking Fund created and established by the Bond Resolution and used for the purposes described therein; provided, however, that no such transfers (except transfers made in accordance with Section 2.5 hereof) shall be made until all of the principal of and interest on the Prior Bonds have been paid. ARTICLE 3 CONCERNING TITLE ESCROW AGENT Section 3.1 Duties of Escrow Agent. The Escrow Agent shall have no duties or responsibilities whatsoever except such duties and responsibilities as are specifically set forth in this Agreement, and no covenant or obligation shall be implied in this Agreement against the Escrow Agent. 3.2.1 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 Prior Bonds. So long as the Escrow Agent applies any moneys, securities and interest earnings therefrom to pay the Prior Bonds 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 Prior Bonds caused by such calculations. 3.2.2 The Escrow Agent shall have no lien, security interest or right of set-off whatsoever upon any of the moneys or investment in the Escrow Deposit Trust Fund for the payment of fees or expenses for services rendered by the Escrow Agent under this Agreement. 3.2.3 The Escrow Agent shall not be liable for any loss or damage, including counsel fees and expenses, resulting from its actions or omissions to act hereunder, except for any loss or damage arising out of its own bad faith, negligence or willful misconduct. Without limiting the generality of the foregoing, the Escrow Agent shall not be liable for any action taken or omitted in reliance on any notice, direction, consent, certificate, affidavit, statement, designation or other paper or document reasonably believed by it to be genuine and to have been duly and properly signed or presented to it by the City. .6- 3� G 3.2.4 Notwithstanding any other provision elsewhere contained in this Agreement, the Escrow Agent is acting solely as agent of the City and does not assume any obligation or relationship of agency or trust for or with any owners or holders of Series 1991 Bonds. 3.3.1 The City shall pay to the Escrow Agent for its performance hereunder: (a) such compensation as may mutually be agreed upon in writing; and (b) its reasonable out-of-pocket expenses (including counsel fees and expenses) incurred in connection with this Agreement. 3.3.2 To the extent permitted by law, the City shall indemnify and exonerate, save and hold harmless the Escrow Agent from and against any and all claims, demands, expenses (including counsel fees and expenses) and liabilities of any and every nature which the Escrow Agent may sustain or incur or which may be asserted against the Escrow Agent as a result of any action taken or omitted by the Escrow Agent hereunder without bad faith, negligence or willful misconduct. At any time, the Escrow Agent may apply to the City for written instructions with respect to any matter arising under this Agreement and shall be fully protected in acting in accordance with such instructions. In addition, the Escrow Agent may, as reasonably necessary, consult counsel to the City or its own counsel, at the expense of the City, and shall be fully protected with respect to any action taken or omitted in good faith in accordance with such advice or opinion of counsel to the City or its own counsel. Section 3.4 permitted Acts. The Escrow Agent and its affiliates may become the owner of or may deal in the Series 1991 Bonds as fully and with the same rights as if it were not the Escrow Agent. ARTICLE 4 MISCELLANEOUS Section 4.1 Amendments to this Agreement. This Agreement is made for the benefit of the City and the holders from time to time of the Prior Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Escrow Agent and the City; provided, however, that the City and the Escrow Agent may, without the consent of, or notice to, such holders, enter into such agreements supplemental to this Agreement 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 -7- M 0 91 215 0 (b) to grant to or confer upon the Escrow Agent for the benefit of the holders of the Prior Bonds any additional rights, remedies or powers 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. Section 4.2 SWrability. If any one or more of the covenants or agreements provided in this Agreement on the part of the City or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. Section 43 Agreement Bindin¢. 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. l �1.• -1 T1-V 11W t- • �f 1 4.4.1 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. The provisions of Sections 3.2 and 33 of this Agreement shall survive the termination of this Agreement. 4.4.2 The Escrow Agent may evidence its intent to resign by giving written notice to the city. Such resignation shall take effect only upon delivery of the Trust Estate to a successor Escrow Agent designated in writing by the City, and the Escrow Agent shall thereupon . be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Trust Estate without unreasonable delay after receiving the City's designation of a successor Escrow Agent and upon payment of all of its fees and expenses. 4.4.3 The City may evidence its intent to remove the Escrow Agent by giving written notice to the Escrow Agent. Such removal shall take effect only upon delivery of the Trust Estate to a successor Escrow Agent designated in writing by the City, and the Escrow Agent shall thereupon be discharged from all obligations under this Agreement and shall have no further duties or responsibilities in connection herewith. The Escrow Agent shall deliver the Trust Estate without unreasonable delay after receiving the City's designation of a successor Escrow Agent and upon payment of all of its fees and expenses. 4.4.4 If after thirty (30) days from the date of delivery of its written notice of intent to resign or of the City's notice of intent to remove, the Escrow Agent has not received a written designation of a successor Escrow Agent, the Escrow Agent's sole responsibility shall be in its sole discretion either to retain custody of the Trust Estate and 3. A.e lM1ti apply the Trust Estate in accordance with this Agreement without any obligation to reinvest any part of the ''trust Estate until it receives such designation, or to apply to a court of competent jurisdiction for the appointment of a successor Escrow Agent and after such appointment to have no further duties or responsibilities in connection herewith. Section 4.5 Execution by. _Gnunterparts. 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 4.6 &gces. Any notice, instruction, request for instructions or other instrument in writing authorized or required by this Agreement to be given to either party shall be deemed given if addressed and mailed certified mail to it at its offices at the address set forth below, or at such other place as such party may from time to time designate in writing: (a) if to the City, at: Department of Finance The City of Miami, Florida 3006 Aviation Avenue, Third Floor Miami, Florida 33133 Attention: Director of Finance (b) if to the Escrow Agent, at: i t f 1 P 4 STATE OF FLORWA ) COUNTY OF DAUE � S5► On the day of , in the year iS�)I, before me personally came , to me Down, who, bad by me Wy wrn, did depose and say that he resides in the City of Dade County, Florida; that he is the of the City of Miami, Florida; that he IMOWS the seal thereof; that the seal M@ to`s' ild instrument is the seal of said City; that it was so affixed by order of Board of Commissioners of said City; and that he signed his name thereto by like order. My Commission Expires: STATE OF FLORMA ) ) SS. COUNTY OF NOTARY PUBLIC, STATE OF FLORMA [NOTARIAL SEAL] On the day of , in the year 1991, before me personally came - to me own, who, being by me duly sworn, did depose and say that he resides in . Florida; that he is a Vice President of the banking corporation described in and whicE executed tEe a ve mst meat; tit he knows the seal of said corporation: that the seal affixed to said 11 � sad 9CHBDULE C SMDUIS 8P PX l\ 3 S ON PR IOR. BONDS The City of Nam!, Florida, General Obligation Bonds, dated May 19 1983. Principal .A Payment Daw .i ' 3, .. Gi 1 Y k i { i a c � _,. 3: q� f� UR 9 1 i w � ./i,:11�c T.Yc�� .1��Aro'nf�{�L"RF F�� ' S�v4t� I•.i_ _ _ — _ A.. P1111UVI1V OFFICIAt STATEMENT DATMD A=L Is 1991 `o 24 NEW ISSUE RATINGS: Moody's: Ara o YMB ENTRY 5ltruidard & Poor`*: AAA irI (MUTA INSURED) See "RATINGS" herein g In the opinion of Co -Bond Counsel, assuming, continuing compliance with certain covenants, interest on the Series 1991 Bonds is excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions. 8 = However, see "PAX EXEMPTION" herein for a description of the alternative minimum tax imposed on corporations and .8 o certain other federal tax consequences of ownership of the Series 1991 Bonds. Co -Bond Counsel are further of the ht opinion that the Series 1991 Bonds and the interest thereon are exempt from taxation under the laws of the State = o p 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 owned by corporations, as defined therein. o $1497151000* 5 d THE CITY OF MIAMI, FLORIDA General Obligation Refunding Bonds, Series 1991 go'S Dated: April 1, 1991 Due: May 1, as shown below Interest on the Series 1991 Bonds is payable semi-annually on May I and November 1 in each year, commencing November 1,1991. The J H 2 Series 1991 Bonds are issuable as fully registered bonds in the denomination of $ 5,000 or integral multiples themoll Upon initial issuance, the 8 13 Series 1991 Bonds will be registered in the name of and held by Cede & Co., as nominee for The Depository Trust Company ("DTC" ), an is :0 automated depository for securities and clearing house for securities transactions. Interest on the Series 1991 Bonds will be payable (in the o Q manner described herein) to the registered owners shown on the registration books of The City of Miami, Florida (the "City") maintained by Barnett Banks Trust Company, N.A. ("Paying Agent") in Jacksonville, Florida, as Registrar and Paying Agent, on the fifteenth day of the omonth preceding an interest payment date, by check or draft mailed by first class mail to such registered owners by the Registrar and Paying = Agent. The principal of, and premium, ifany, on the Series 1991 Bonds are payable upon presentation and surrender of the Series 1991 Bonds at the principal corporate trust office of the Registrar and Paying Agent. So long as DTC or its nominee, Cede & Co., is the registered owner of or a $ itseSeries 1991 nominee, Cede & Cpayments rwhich is the to remit such of, to thany, DTC Participants (a defined heand interest on the Series 1991 rein)which m turn ands will be made �rre toyto reraitTs h Fa € o payments to the Beneficial Owners of the Series 1991 Bonds. oThe Series 1991 Bonds are subject to optional redemption and scheduled mandatory redemption as provided herein. { y v The Series 1991 Bonds are being issued to advance refund a portion of certain general obligation bonds originally issued by the City, in d .s original aggregate principal amounts consisting of $8,000,000 Fire Fighting, Fire Prevention and Rescue Facilities Bonds, $1,000,000 Housing rE V Bonds, $6,000,000 Sanitary Sewer System Bonds, $4,000,000 Storm Sewer Improvement Bonds, and $6,000,000 Street and Highway �_ Improvement Bonds, all dated May 1, 1983, and to pay the costs of issuance of the Series 1991 Bonds. See "PLAN OF REFUNDING" E herein. `o E Subject to the limitations contained in "AUTHORIZATION AND SECURITY" herein, the Series 1991 Bonds are general obligations of the City, payable from unlimited ad valorem taxes on all taxable property within the City (excluding homestead exemptions as required by l- Florida law). E $ Payment of the principal of and interest on the Series 1991 Bonds, when due, will be insured by a municipal bond insurance policy issued 8 H by MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION simultaneously with the delivery of the Series 1991 Bonds. See y $ "INSURANCE ON THE SERIES 1991 BONDS" herein. !tj o /NOW MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION :sA vm MATURITIES, AMOUNTS, INTEREST RATES AND PRICES OR YIELDS - H $14,140,000 Serial Bonds* _ Interest Price or Interest Price or = Maturity* Amount* Rate Yield Maturity Amount* Rate Yield 1993 S 125,000 % % 1999 $1,680,000 % % B 1994 220,000 2000 1,700,000 8 1995 230,000 2001 1,730,000 8 w - 1996 1,605,000 2002 1,760,000 _ = 1997 1,635,000 2003 1,800,000 E 1998 1,655,000 r $ $575,000 % Term Bonds due May 1, 2013*—Price % d (Plus Accrued Interest) = a. This cover page contains certain information for quick reference only. It is Rot a summary of this issue. Investors must read the entire `= ofiicid statement to obtain Information essential to the making of an informed investment decision. E E The Series 1991 Bonds are offered when, as and if issued and accepted by the Underwriters, subject to the receipt of the unqualified 1gS p approving opinions of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. and McCrary & Dove, each of Miami, Florida, Co -Bond rn ;, Counsel, as to the validity and federal tax status of the interest on the Series 1991 Bonds. Certain legal matters in connection with the -� Series 1991 Bonds will be passed upon for the City by Jorge L. Fernandez, City Attorney, and for the Underwriters by their Co -Counsel, Arrington & Hollowell, P.C., Atlanta, Georgia, Kubicki, Draper, Gallagher & McGrane, P.A., Miami, Florida and Armando J. Bucelo, Jr., Esq., Miami, Florida. Howard Gary & Company, Miami, Florida, and Raymond James & Associates, Inc., St. Petersburg, Florida are serving as Financial Advisors to the City. It is expected that the Series 1991 Bonds will be available for delivery in New York, New York, on or about 11991. two CHASE SECURITIES, INC. M.R. BEAL & COMPANY C_ AMERICAN GOVERNMENT CERTIFICATES AND FUNDS CORP. 21 PMimiu, subject to change. ary 00 THE CITY OF MIAMI, FLORIDA MEMBERS OF BOARD OF CITY COMMISSIONERS XAVIER L, SUAREZ, MAYOR j J. L. PLUMMERO Jlt � VICE MAYOR is MiRIAM ALONSO MILLER J. DAWKINS VICTOR DE YURRE CITY OFFICIALS City Manager ...................... . ... . ............ CESAR H. ODIO City Attorney......... 6........ ...JORGE L. FERNANDEZ, ESQ. Director of Finance ...................CARLOS E. GARCIA, CPA City Clerk ............................................. MAITY HIRAI j 1t 1 Co -Bond Counsel _ GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN & QUENTEL, P.A. AND McCRARY & DOVE Financial Advisors HOWARD GARY & COMPANY AND RAYMOND JAMES AND ASSOCIATES, INC. Independent Certified Public Accountants DELOITTE & TOUCHE NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTH(}, RIZED By THE CITY OR ANY UNDERWRITER TO GIVE ANY INFORMATION OR To MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN lq"S OFFICIAL STATEMENT, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION op REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORjZrsl). BY ANY OF THE FOREGOING. THIS OFFICIAL STATEMENT DOES NOT CONSTrrM AN OFFER TO SELL OR THE SOLICITATION OF ANY OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THE SERIES 1991 BONDS BY ANY PERSON IN ANY, JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE stlair OFFER, SOLICITATION, OR SALE. THE INFORMATION SET FORTH HEREIN HAS BEEN OBTAINED FROM THE CITY OF MIAMI, FLORIDA, AND OTHER SOURCE WHICH ARE BELIEVED TO BE RELIABLE. THE DELIVERY OF THIS OFFICIAL, STATEMENT AT ANY TIME DOES NOT IMPLY THAT ANY INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. THE SERIES 1991 BONDS HAVE NOT BEEN REGISTERED UNDER 'THE SECURITIES ACT OF 1933 NOR HAS THE RESOLUTION FOR THE SERIES 1991 BONDS BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939. THE SERIES 1991 BONDS ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY ENTM: INTO OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARnr PRICE OF THE SERIES 1991 BONDS OFFERED HEREBY AT A LEVEL ABOVE. THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDER MAY OFFER AND SELL THE SERIES 1991 BONDS TO CERTAIN DEALERS CERTAIN DEALER BANKS AND BANKS ACTING AS AGENTS AT PRICES THAN THE PUBLIC OFFERING PRICES STATED. z P 91- 215 TABLEDE.CONIM 9,A i. ODUC ORY STATEMENTi i • i i . % . { ,�i i i i , • • i i i i i i • { i i • • i • i • • • • i • • • i i. � l PLAN OF RE"MING ......... . .......... . .......................... • . , 1 SOURCES AND USES OF FUNDS ..........................................• � DESCRIPTION'OF THE SERIES M BONDS ....... 6 ....... • .... • . i • .::. i ..: , . . General.....i{................. ........ ................ .. ., 3 Interest Payment Dates i........................................... • • :1 Book -Entry -Only System ... i . i ........ i ................... • .... .. . 4 Redemption Provisions ........................................ ... 6 Optional Redemption ............ ......................... .. 6 MandatoryRedemption ........................................ 6 Notice of Redemption ......................................... 6 AUTHORIZATION AND SECURITY ......................................... 7 INSURANCE ON THE SERIES 1"I BONDS .................................... 7 DEBT SERVICE ON THE SERIES 1991 BONDS .................................. 10 LEGAL DEBT LIMITATIONS .............................................. 10 The Florida Constitution ............................................. 10 TheCity Charter ................................................. 11 I DEBT SUMMARY................. ....... ....... ...... . 11 ! Selected Debt Data .. ............ ....... .. .. .... 11 I Debt Statistics and Various Debt Ratios ........... . ..................... 15 General Obligation Bonds Authorized But Not Issued ..... • .................... 17 Capital Improvement Plan ........................................... 17 Leases and Other Commitments ........................................ IS RATINGS ....... ........ ... ......... 19 LITIGATION......... ................................................ 19 FINANCIAL STATEMENTS ......................................... .... M APPROVAL OF LEGAL PROCEEDINGS ...................... . .. ... 20 TAX EXEMPTION .. .... 20 UNDERWRITING ........................................ .. .. .... 21 FINANCIAL ADVISORS .....................................:........... 22 CLOSING CERTIFICATE ................................................ 22 VERIFICATION OF MATHEMATICAL COMPUTATIONS ..................... M Q� . 91 �tl f: G t� APPROVAL 8P O1 CtAI. STATEMENT ... ..... i .... i . . At NtU A DesCrip lion of the City of Mam .... . 1 . . Purpw i' lna al Staten ' c r AIX Cent. of the City for the Viiscal year Ended September 30,1990 ......... { .. Form of Co-Dond Counsel Op { AppBf�I� C - proposed: APMNDIXSonmary of the Bond Resolution ........ i ... . E Specimen of Municipal APMNDI f Bond Insurance Policy ....... i i t xr. Lti -, PRELIMINARY OFFICIAL STATEMENT $149715,000* THE CITY OF MIAMI, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES 1991 INTRODUCTORY STATEMENT The purpose of this Official Statement of The City of Miami, Florida (the "City"), which includes the cover page and appendices attached hereto, is to set forth information concerning the City and its General Obligation Refunding Bonds to be issued in the total principal amount of $14,715,000* (the "Series 1991 Bonds"), to advance refund a portion of certain general obligation bonds originally issued by the City in original aggregate principal amounts consisting of $8,000,000 Fire Fighting, Fire Prevention and Rescue Facilities Bonds, $1,000,000 Housing Bonds, $6,000,000 Sanitary Sewer System Bonds, $4,000,000 Storm Sewer Improvement Bonds, and $6,000,000 Street and Highway Improvement Bonds, all dated May 1, 1983 (the portion of such bonds being refunded by the Series 1991 Bonds are hereinafter referred to as the "Refunded Bonds"), and to pay costs of issuance of the Series 1991 Bonds. The Refunded Bonds were previously approved by the Commission of the City (the "Commission") and by the qualified electors of the City, and were previously validated by judgments of the Circuit Court of Dade County, Florida. PLAN OF REFUNDING The Series 1991 Bonds are being issued to enable the City to effect the advance refunding of the Refunded Bonds, such Refunded Bonds being currently outstanding in the aggregate principal amount of $12,845,000*. The advance refunding is being undertaken for the purpose of effectuating debt service savings to the City. The monies required to refund the Refunded Bonds will be derived from the proceeds of the sale of the Series 1991 Bonds. Such monies will be irrevocably deposited with Barnett Banks Trust Company, N.A. of Jacksonville, Florida, as escrow agent for the Refunded Bonds (the "Escrow Agent") pursuant to an Escrow Deposit Agreement dated as of April 1, 1991 (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 shall be 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 * Priliminary, subject to change. 0 91- 215 they become due, and to redeem the Refunded Bonds on May 1, 1993, at a redemption price equal to 103 % of the principal amount thereof; provided, however, that if at any time amounts held by the Escrow Agent under the Escrow Deposit Agreement are insufficient to make such payments in accordance with the terms of the Escrow Deposit Agreement, the holders or owners of the Refunded Bonds shall be entitled to receive payment from the City from the tax revenues appropriated to the payment of the Series 1991 Bonds to the extent of any deficiency. In such event, the registered owners of the Series 1991 Bonds shall not be entitled to payment from the City to the extent of such deficiency from any source whatsoever. See "AUTHORIZATION AND SECURITY" herein. The Government Obligations will not be available to pay the principal of, redemption premium, if any, or interest on the Series 1991 Bonds. The Series 1991 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 realize economic benefits. SOURCES AND USES OF FUNDS The following table sets forth sources and uses of funds for the Series 1991 Bonds: Sources: Principal Amount ................... $ Less Discount or Plus Premium....... Accrued Interest .................... Total Sources -------- — e Uses: Deposit to Escrow Fund for Purchase of Government Obligations (1)..... Cash Deposit to Escrow Fund......... Accrued Interest .................... Costs of Issuance....... .......... Premium for Municipal Bond Insurance Policy....... ... Underwriters' Discount .............. TotalUses .................... (1) See "PLAN OF REFUNDING" herein. General The Series 1991 Bonds are being issued in the aggregate principal amount of $14,715,000*, are dated April 1, 1991, and are issuable as fully registered bonds in the denomination of $5,000 or integral multiples thereof. Interest on the Series 1991 Bonds will be payable to the registered owners shown on the registration books of the City held by Barnett Banks Trust Company, N.A. of Jacksonville, Florida, as registrar and paying agent for the Series 1991 Bonds (the "Bond Registrar and Paying Agent"), on the fifteenth day (whether or not a business day) of the month next preceding an interest payment date (the "Record Date"), by check or draft mailed by first class mail to such registered owners by the Bond Registrar and Paying Agent, irrespective of any transfer or exchange of any Series 1991 Bond subsequent to such Record Date and prior to such interest payment date, unless the City defaults in the payment of interest due on such interest payment date. In the event of any such default, such defaulted interest will be payable to the person in whose name such Series 1991 Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the City to the registered owners of the Series 1991 Bonds not less than 15 days preceding such special record date. Such notice shall be mailed to the person in whose name the Series 1991 Bonds are registered at the close of business on the fifth day (whether or not a business day) preceding the date of mailing of such notice. The principal of, and premium, if any, on the Series 1991 Bonds are payable upon presentation and surrender of the Series 1991 Bonds at the principal corporate trust office of the Bond Registrar and Paying Agent. So long as The Depository Trust Company, New York, New York ("DTC") or its nominee, Cede & Co., is the registered owner of the Series 1991 Bonds, payments of the principal of, premium, if any, and interest on the Series 1991 Bonds will be made directly to Cede & Co. Disbursement of such payments to the participants of DTC (the "DTC Participants") is the responsibility of DTC and disbursement of such payments to the beneficial owners of the Series 1991 Bonds is the responsibility of the DTC Participants. See "DESCRIPTION OF THE SERIFS 1991 BONDS - - Book -Entry -Only System" herein. Interest Payment Dates The Series 1991 Bonds bear interest at the rates per annum set forth on the cover page of this Official Statement, payable semiannually on May 1 and November 1 of each year, commencing November 1, 1991, and mature on May 1 in the years and principal amounts set forth on the cover page of this Official Statement. T tinunary, subject to change. 3 91-- 215 91- Book -Entry -Only System The Depository Trust Company ("D.T.C. "), New York, New York will act as a securities depository for the Series 1991 Bonds. The ownership of one fully registered Series 1991 Bond for each maturity as set forth on the cover page of this Official Statement, each in the aggregate principal amount or original principal amount of such maturity, as the case. may be, will be registered in the name of Cede & Co., as nominee for DTC. DTC is a limited purpose trust company organized under the laws of the State of New York, 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 was created to hold securities of its participants (the "Participants") and to facilitate the clearance and settlement of securities transactions among Participants in such securities through electronic book -entry changes in accounts of the Participants, thereby eliminating the need for physical movement of securities certificates. Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations, some of whom (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a cuss: -dial relationship with a Participant, either directly. or indirectly (the "Indirect Participants"). The Series 1991 Bonds will be available in book -entry form only, with bond certificates evidencing ownership of the Series 1991 Bonds, and will be immobilized at DTC- (and not available for distribution to the public). Transfers of ownership of the Series 1991 Bonds will be effected on the records of DTC and its Participants. So long as DTC or its nominee is the sole registered owner of the Series 1991 Bonds, principal of, premium, if any, and interest on the Series 1991 Bonds will be paid when due, either at maturity, upon earlier redemption or otherwise, to DTC or its nominee by the Paying Agent. Disbursement of principal, premium, if any, and interest to DTC Participants will be the responsibility of DTC; disbursement of principal, premium, if any, and interest to beneficial owners of the Series 1991 Bonds ("Beneficial Owners") by DTC Participants will be the responsibility of such Participants and Indirect Participants. So long as DTC or its nominee is the sole registered owner of the Series 1991 Bonds, references herein to the Bondholders or registered owners or holders of the Series 1991 Bonds shall mean DTC or its nominee and not the Beneficial Owners. For every transfer and exchange of ownership interest in the Series 1991 Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto. So long as the book -entry system is used for the Series 1991 Bonds, the City shall send any notice of redemption to DTC, or its nominee, as registered owner of the Series 1991 Bonds. Forwarding of such notice to the Participants and Indirect Participants is the responsibility of DTC. Forwarding of such notice to Beneficial Owners by Participants and indirect Participants H Dss;:�, 91- 215 $ 10 is the responsibility of the Participants and Indirect Particpants. Any failure of DTC to mail such notice to any Participant or Indirect Participant will not affect the validity of the redemption of the Series 1991 Bonds, The City can make no assurances that DTC, the Participann Indirect Participants or other nominees of the Beneficial Owners of the Series 1991 Bonds will distribute such redemption notices to the Beneficial Owners of Series 1991 Bonds, or that they will do so on a timely basis, or that DTC will act as described in this Official Statement. See "Notice of Redemption"'below. If less than all of the Series 1991 Bonds of any one maturity shall be called for redemption, the particular Series 1991 Bonds or portions of Series 1991 Bonds of such maturity to be redeemed shall be selected by lot or in any customary manner of selection by DTC, Participants and Indirect Participants in such manner as DTC, Participants and Indirect Participants may determine. DTC may elect to discontinue providing its services with respect to the Series 1991 Bonds at any time by giving notice to the City and the Bond Registrar and Paying Agent and discharging its responsibilities with respect thereto under applicable law. Under such circumstances (if there is no successor securities depository), the City is obligated to deliver fully registered Series 1991 Bond certificates, as provided in the Resolution. The City may elect to discontinue the book -entry system. In the event the' City makes such a determination, the Bond Registrar and Paying Agent will so notify DTC and if there is no successor depository, fully registered Series 1991 Bonds in certificated form will be delivered' to Participants and Indirect Participants. In the event that the book -entry only system is discontinued, the following requirements of the Resolution will apply: principal or premium, if any, of the Series 1991 Bonds will be payable at the corporate trust office of the Paying Agent and interest on the Series 1991 Bonds will be payable by check or draft by the Paying Agent mailed to each registered owner of the Series 1991 Bonds at the address of such registered owner as it appears in the registration books which will be maintained by the Bond Registrar. The Series 1991 Bonds will be transferable only by presentation and surrender thereof to the Bond Registrar together with an assignment duly executed by the registered owner of the Series 1991 Bonds or his duly authorized representative in form satisfactory to the Bond Registrar and containing information required by the Bond Registrar in order to effect such transfer and upon payment of any charge, made as reimbursement for any tax, fee or other governmental charge imposed with respect thereto. Series 1991 Bonds may be exchanged for an equal aggregate principal amount of Series 1991 Bonds of the same maturity and interest rate in other authorized denominations upon surrender thereof at the 'corporate trust office of the Bond Registrar. The Bond Registrar will' not be required to transfer or exchange any Series 1991 Bond: (i) during a period beginning 15 days prior to the selection of Series 1991 Bonds for redemption and ending on the date -of first publication of notice (or the mailing thereof if there is no publication) of redemption or (ii) called for redemption, S S,2 91- 215 Redemption ProVisiOM Optional Redemption. The Series 1991 Bonds maturing on May 1, , and t a t subject to redemption prior to their maturity at the option of the City on or after on any interest payment date in such order of as a whole at any time or in part be selected by lot at the rep as the, City may direct, (less than all of an ma amurin of 991 Bonds to be r6 prime (expressed as percentages of the u P al set forth in the following table, plus accrrued interest from the. most recent interest pays to the redemption dater Redemption Periods 1 Redemption May 1, through April 30, May 1, _ through April 309 May 1, -_ and thereafter, Mandatory Redemption. The series 1991 Bonds maturing on May 1, 201.3 (1), will required to be redeemed in part, by lot, before maturity on May 1 in the years and in'.1 amounts set forth below, at a t�demption price equal to I oo % of the principal amount of,, i Series 1991 Bonds to be redeemed plus accrued interest to the redemption date: 144. i 2007 2008 2009 2010 2011 2012 2013* (1), pceliMWNY, Subjed to,ChK8a + Final Mahuity. Notice of Redemption, At least thirty(M) days and not more than sixty (tScl) before the redemption elate, a notice of any, such redemption, either in whole or in pact; SiV on behalf of the City by the Bond Registrar shall be maned, postage prepaid, to all owners of Series 1991 Bonds to be re deemed at their addresses as they appear on the reg i books provided for in the Resolution, but failure so ,to; mail any such notice to the owner of any Searies 1991 Band shalt not affed the validity of the proceedings fbr retie of any other Series 1991 Bonds. Each sach notice shall set forth the date fixed for redo the redemption price to be paid and, if Iess than all of the Series 1991 Bonds then Oo shall be called for redempti4an, the numbers of such Series 1991 Bonds. W 4 10 Provided that on the redemption date sufficient monies for payment of the redemption price are being held in trust for the registered owners by the Paying Agent, interest will cease to accrue on the Series 1991 Bonds to be redeemed and the registered owners of such bonds will cease to be entitled to any benefit or security under the Resolution except to receive the redemption price. AUTHORIZATION AND SECURITY The Series 1991 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. 91-215 of the City adopted on March 14, 1991, (the "Resolution"); and other applicable provisions of law. The Refunded Bonds were approved by the qualified electors of the City and were validated by judgments of the Circuit Court of the Eleventh Judicial Circuit of the State of Florida in and for Dade County, Florida, from which judgments no appeals were taken. The Series 1991 Bonds are general obligations of the City for which its full faith, credit and taxing power have been pledged. The Series 1991 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); provided, however, that if at any time the funds held by the Escrow Agent for payment of the Refunded Bonds, together with the investment earnings thereon, shall be insufficient to meet the payment required thereof in accordance with the terms and conditions thereof and of the Escrow Deposit Agreement, the holders or owners of the Refunded Bonds shall be entitled to receive payment from the City from the appropriated ad valorem tax revenues. To the extent any payment is made from the appropriated ad valorem tax revenues in favor of the Refunded Bonds, the right, title and interest of the registered owners of the Series 1991 Bonds in such appropriated tax revenues shall be null and void and,- to such extent, the Series 1991 Bonds shall not be entitled to any payment from the City from any source whatsoever. The taxes assessed, levied and collected for the security and payment of the Series 1991 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 ad valorem taxes are assessed 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 general obligation bonds of the City. INSURANCE ON THE SERIES 1991 BONDS The following information has been furnished by Municipal Bond Investors Assurance Corporation (the "Insurer") for use in this Official Statement. Reference is made to Appendix "E" for a specimen of the Insurer's policy. 7 9.1- 215 The Insurer's policy unconditionally and irrevocably guarantees the full and cornpl payment required to be made by or on behalf of the City to the Paying Agent or its suftft of an amount equal to (i) the principal of (either at the stated maturity or by an advanceth", maturity pursuant to a mandatory sinking fund payment) and interest on, the Series 1991 as such payments shall become due but shall not be so paid (except that in the event o(j acceleration of the due date of such principal by reason of mandatory or optional redemptiob acederation resulting from default or otherwise, other than any advancement of maturity pub to a mandatory sinking fund payment, the payments guaranteed by the Insurer's policy s1o. made in such amounts ant, at such times as such payments of principal would have been duet there not been any such acceleration); and (ii) the reimbursement of any such payment which subsequently recovered from any owner of the Series 1991 Bonds pursuant to a final Jud9ft by a court of competent jurisdiction that such payment constitutes an avoidable preference to 14 oNkTw N%ithin the meaning of any applicable bankruptcy law (a "Preference"). The Insurer's policy does not insure against loss of any prepayment premium which M at any time be payable with respect to any Series 1991 Bond. The Insurer's policy does U( under any circumstance, insure against loss relating to: (i) optional or mandatory redenq* (other than nwdatory sinking fund redemptions); (ii) any payments to be made on an accelerA basis; (iii) payments of the purchase price of Series 1991 Bonds upon tender by a regigm Owner thereof; or (iv) any Prefemnce relating to (i) through (iii) above. The Insurer's pofi al-v does Tk-4 insure against nonpayment of principal of or interest on the Series 1991 am resulting from the insobvvmy, negligence or any other act or omission of the Paying Agent,, any other paying agent for the Series 1991 Bonds. UPM, receipt of telephoziic or telegraphic noticv,- such notice subsequently confirr-, "ting by reggistered orcerfiW rnail. or upon receipt of vi-fitten notice by reentered or,!Z-7 mail. by the Insurer from the ftYing Agent or any ownff of a Series 1991 Bond the 7ry—" of an insuzvd amount fcv,%tich is dm due, that such mqxdmd payment has not been madk Insurer ca the due date Of sLxh pa)vxst or aiddn om business dkv after receipt of $101 nMPaYVWM, Whichever is Ulm will make a deposit of funds. in am account With dvj-ft�. Y*& N�ew york. or its successor. sufficient for the pa)mwa of aj�v sod amotmts **Aich are tben due- UpOn prehet inient arid surrender of uwh Senm 1991 niab PMSMUXW Of such Odw PrWf of O%mM** of the Serim 1991 Bonds� ioreaRT 3PPVPMW iv-��ts of as*nmew to e-widence the assignment of the hmured a A �, I 10 ds a,= h the Series 1991 Bcods as am paid kv the bmwer, and appropriaft tsIxtuments ID 2ffEd a the hosm as agem for sm* rMislefed owners of the Series 1991 Bmsk U PMOOkl-&� TehW 10 PQ)Fmmt of w=ed amaum cm the Senes 199 Banch. r-- i2 2 fOM UddWWY- 10 Odibmikgun OWV&M cr t1k-1 P*VM' Agm Pa)=eWt of the imand - am due on =Ch SedM1 Wvdl- im WIV. Mmu held by tbe 11*ypa�g Agem Jor t* pWm= of Uw* ksured Is --J Inc., subsidiaries of CIGNA Corporation, and Credit Local de France, CAECL S.A., and they own approximately 67% of the outstanding common stock of M131A Inc. Neither MBIA Inc. nor its shareholders are obligated to pay the debts of or claims against the Insurer. The Insurer is a limited liability corporation rather than a several liability association. The Insurer is domiciled in the State of New York and licensed to do business in all 50 states, the District of Columbia and the Commonwealth of Puerto Rico. Effective December 31, 1989, MBIA Inc. acquired Bond Investors Group, Inc. On January 5, 1990, the Insurer acquired all of the outstanding stock of Bond Investors Group, Inc., the parent of Bond Investors Guaranty Insurance Company ("BIG"), now known as MBIA Insurance Corp of Illinois. Through a reinsurance agreement, BIG has ceded all of its net insured risks, as well as its unearned premium and contingency reserves, to the Insurer and the Insurer has reinsured BIG's net outstanding exposure. As of December 31, 1989, the Insurer had admitted assets of $1.299 billion (audited), total liabilities of $907 million (audited), and total capital and surplus of $392 million (audited) I prepared in accordance with statutory accounting practices prescribed or permitted by insurance f regulatory authorities. As of September 30, 1990, after giving effect to the acquisition of BIG, the Insurer had admitted assets of $1.747 billion (unaudited), total liabilities of $1.184 billion (unaudited), and total capital and surplus of $563 million (unaudited) determined in accordance with statutory accounting practices prescribed or permitted by insurance regulatory authorities. Copies of the Insurer's financial statements prepared in accordance with statutory accounting practices are available from the Insurer. The address of the Insurer is 113 King Street, Armonk, New York 10504. Moody's Investors Service rates all bond issues insured by the Insurer and BIG "Aaa" and short term loans "MIG 1," both designated to be of the highest quality. Standard & Poor's Corporation rates all new issues insured by the Insurer and BIG "AAA" Prime Grade. The,Moody's Investors Service rating of the Insurer should be evaluated independently of the Standard & Poor's Corporation rating of the Insurer. No application has been made to any other rating agency in order to obtain additional ratings on the Series 1991' Bonds. ` The ratings reflect the respective rating agency's current assessment of the creditworthiness of the Insurer and its ability to pay claims on its policies of insurance. Any further explanation as to the significance of the above ratings may be obtained only from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold the Series 1991 Bonds, and such ratings may be subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of either or both ratings may have an adverse -effect on the market price of the Series 1991 Bonds. The insurance provided by this Policy is . not covered by the Florida Insurance Guaranty Association created under chapter 631, Florida I Statutes. 9 S 6 91- 215 --- __ �,� , { j II : i i, ! i 'I .4 �� jj �� ; `� ::. 4 �' i jj l: f� f� �, .� � 3�3 i { �' }: � i� ¢p i j � ij i i ,` � k `, �: 1t 5} t F i.. j -::! t ., � �" . 01 remainder of the relevant section of the Florida Constitution providing for ad valorem taxation _ has been held valid and remains operative. 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 as shown by the last pteee cling assessment roll of the City and provides that bonds for street, sewer, sidewalk and other public - v' improvements which are paid from special assessments shall not be subject to such limitation of amount nor be considered when computing the amount of general obligation bands that nay be issued The debt limitation for general obligation bonds as of September 300 1990 was $1,580,007,572, based on the net assessed valuation of $10,533,383,819. Outstanding goneral obligation debt applicable to the City's debt limitation as of September 30, 1990 . touted $185,840,000, which is approximately 1.75 % of the net assessed valuation. DEBT SUMMARY 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 the General Purpose Financial . Statements of the City for the Fiscal Year Ended September 30, 1990 attached `hereto as Appendix B. T Selected Debt Data 3 The following several tables provide details of the City's principal and interest requirements on general obligation bonds, principal and interest requirements on revenue and special obligation bonds and overlapping debt of the County. f [Balance of this page intentionally left blank] 1. fi i ;I ti 91-- 215 General obligation Bonds Outstanding on September 30) 1990 it Final Issue Maturity General.Obliaatioe,Issue -- -� Storm Sewer Impnvemwnt.......... ......... .... 2�1371 - 9 1�-71 ';` 1ii91 1991. Highway Improvement .............................,. 9�1=1i i991 Sanitary Sewer .................................... 1942 Fire Fighting ............ •,:••...... b-1=72 i992 Sanitary Sewer. ... . ..... .......... Police Headquarters.... ....... ............... 6-1-72 b�1-72 1992 1992 - I Storm Sewer Improvement........................6.. Street and Highway improvement:. ........ 6-1-72 1992 Public Park and Recreational Facilities........... 10-1-12 1997 Storm Sewer Improvement ........................... 1+-73 1993 Police Headquarters.......... ............. ....... 9-1-73 1943 Storm Sewer Improvement ........................... 3yi-75 190 Police Headquarters.......... .................. ,. 3-ii75 1995 Sanitary Sewer .................................... 10-1-75 1995 Police Headquarters ............ I ............. I..... 10-1-75 1993 Sanitary Sewer .................................... 5-1-77 1997 Fire Fighting. ................................. 5-1-77 1997 Police Headquarters.. .......................... 5-1-77 1997 Storm Sewer Improvement ........................... 5-1-77 1997 Fire Fighting... 12-1-77 1998 Public Park and Recreational Facilities........... 12-1-77 2003 Housing ........................................... 12-1-77 2008 Street and Highway improvement .................... 12-1-78 1996 Sanitary Sewer. .. .... 12-1-78 1998 Fire Fighting, Prevention and Rescue Facilities.. 12-1-78 1998 Storm Sewer Improvement.... .... .... 12-1-78 1998 Fire Fighting, Prevention and Rescue Facilities... 8-1-81 2001 Storm Sewer Improvement ........................... 8-1-81 2001 Housing. • .. ... ... ......... .... 8-1-81 2011 Fire Fighting,Prevention and Rescue Facilities(1) 5-1-83 2003 Storm Sewer Improvement(1)........................ 5-1-83 2003 Sanitary Sewer(i)................................. 5-1-83 2003 Street and Highway improvement(1)................. 5-1-83 2003 Housing(i)........................................ 5-1-83 2013 Fire Fighting ..................................... 4-1-85 1998 Sanitary Sewer ...................................... 4-1-85 1998 Storm'Sewer.............I.......................... 4-1-85 1998' Highway Improvement ............................... 4-1-85 1998. Police Headquarters ............................... 4-1-85 1998 Police Headquarters .............................. 6-1-86 2005 Storm Sewer ....................................... 6-1-86 2011 Sanitary Sewer .................................... 6-1-86 2006 Street and Highway ................................ 6-1-86 2006 General Obligation Refunding ...................... 8-1-86 2014 Pollution Control Facilities ...................... 10-1-86 2006 Street and Highway Improvement .................... 10-1-86 '2006 Police Headquarters ............................... 8-1-87 2007 Storm Sewer ....................................... 8-1-87 2007 Sanitary Sewer Improvement ........................ 8-1-87 2007 Street and Highway Improvement .................... 8-1-87 2007 Police Headquarters.. .......................... 11-1-88 2008 Storm Sewer Improvement ........................... 11-1-88 2013 Sanitary Sewer ....• ............................... 11-1-88 2008 Street and HighwayImprovement.................... 11-1-88 2008 Fire Fighting, Prevention and Rescue Facilities... 11-1-88 2008 General Obligation Refunding ...................... 4-1-89 2010 TOTAL ........................................ Amount 'AftUht issued--- Outstanding 3f-i,500,00b � 80,Otltl 2,Otl0,0tl0 100,000 5,000,OOb 110,Otltl f= 1,100,060 120,000 5,006 000 160,000 61,500,00b i9b,0btl r 3,006,000 310,000 2,000,000 00,000 20,350,000 8,225,`000 2.000,000 325,000 = 4,600,000 615,000 3,OOb,000 175,000 8,000000 2;075,000 f_ 5,000:000 8b5,000 '. 21000,000 .' 47tl,'000 13,000,000 4,4201'000 s 5,006,600 1,820600 ;- 3,000,000 1:130*000 2,000.000 740:000 1,000,000 440,000 11,540,000 6,240,000 1,500,000 1,210,000 5,000,000 2,050,000 6,000,000 2,790.000 $' 2,250,000 1,000,000 5,000,000 3,0056,000 1,750,000 1,005,,000 3.000,000 2,120.000 4,400,000 3,795.000 8,000,000 5,980,000 4,000,000 3,175,000 6,000,000 4050,000 6,000,000 4,990,000 1,000,000 905,000 2,0J5,000 1,695,000 4,105,000 3,090,000 2,265,000 '11:760;000 2,785,000:'' 2,220,,000 2,145,000 1,670,000 12,000,000 11,045,000 5,000.000 4,735,000 ` 3,000,000 -.';'2,835,000' 2,000,000 1,645,000 - 38,355,000 13,385,000 4,000,000 3,370,000 2,375,000 .1,955,000 1,500,000 1,425,000 1,000,000 970,000 2,500,000 2,430,000 5,000,000 4,865,000 1,500,000 1,500,000 Air 5,000,000 5,000,000 5.000,000 5,000:000 3,900,000 3,900,000 3,000,000 3,000,000 22,605,000 22,605,000 294.1�WOOO 185 8y (1) Does not reflect the refunding of such bonds pursuant to the issuance of the Series 1991 Bonds. 12 Sq 91- 215 fs ' General Obligation Bonded Indebtedness Principal and Interest Requirements as of September 30, 1990 Fiscal Year Ending 9/30 Frinip Interest Total 1991(1) 1992 $ 8-655,000 $ 11,317,525 $ 19,972,525 1993 11,915,000 12,251,774 24,166,774 1994 11,270,000 11,423,490 220603,490 1995 11,205,000 10,578,279 21,783,279 1996 11,530,000 9,828,419 21,358,419 1997 11,425,000, 9,065,429 20,490,429 11,525,000 8,310,893 19,835,893' 1998 1999 10,745,000 7,568,964 18,313,964 F 2000 9,965,000 6,845,202 16,810,202, 9,300,000 6,079,556 15,379,556 2001 9,875,000 5,327,630 15,202,630 2002 9,970,000 4,742,100 14,712,100 2003 10,490,000 3,996,946 14,486,946 2004 8,750,000 3,215,,336 11,965,336 2005 8,300,000 2,579,221 10,879,221 2006 6,565,000 1,961,511 8,526,511 2007 5,160,000 1,488,913 6,648,913 2008 4:190,000 1,138,467 5,328,467 2009 4,225,000 876,615 5,101,615 2010 3,070,000 655,184 . 39725,184 2011 2,395,000 461,404 2,856,404`` 2012 1,735,000 324,169 2,059,169 2013 1,795,000 212,681 2,007,681 2014 1,785,000 97,006 1.882.006 , TOTAL S185.840:000 $120,346,714 5306.186.714 k (1) Amounts presented are for a 9 month period. 3•�, � 13 �O r: 215 Net Direct and Overlapping Debt as of September 30, 1990 (Amounts rounded to nearest thousands) General Special obligation obligation Combined Debt Debt MOM Debt City of Miami $185,840,000 $217,378,000 (2) $ 403,2180000 r Dade Oounty(3)(4)(5) $520,182,000 $315,411,000 $ 835,593,000 TOTAL $706,022,000 $532.1789;000 $1,238,811,000 (1) Special obligation debt is payable from revenue sources other than ad valorem taxes and includes special obligation bonds and revenue bonds. (2) Amount shown does not include accretion of the portion of the City's Special Revenue, Refunding Bonds, Series 1987 issued as capital appreciation bonds, *which accretion amounted to approximately $4,674000 r as of September 30, 1990. (3) Excludes $80,873,000 Waterworks System Bonds which are outstanding and -are secured by revenues of the Miami Dade Water and Sewer Authority as well as a pledge of the County to make payments,�from ad valorem taxes,. if necessary. _ (4) As of September 30, 1990, Dade County's total General Obligation Debt was $520,182,000, its total Special Obligation Debt was $315,411,000, and its r total Combined Debt was $835,593,000. The City's share of Dade County's Debt based on assessed valuation is 19% of the County total. (5) The issuance of $980,000,000 of general obligation bonds by the School Board of Dade County was approved by referendum on March 8, 1988. As of the date hereof, the Board has issued $200,000,000 of such bonds. Such'.,, bonds are not included as part of the general obligation debt of the i County. 14 j 91- 215 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 flie City's tax base. bebt patios of the City of Miami September 30, 1990 Factorb: Net Assessed Value(1)(2)...,. ......... $11,515,111,000 Net Taxable Assessed Valuation for Operating Purposes (2)(3).................................... $10,533,381,000 City of Miami Debt Net General Obligation(2)(5)......................$184,302,000 Net Special Obligation(2)(4)(6) ...................$217,378,000 Combined Net, Direct Debt(2).................................... $401,680,000 Overlapping Debt General Obligation(2) .....................a......$98,834,000 Special Obligation(2)(6)........................$59,928,000 Combined Net Overlapping Debt(2) ............................... $158,762,000 Total Combined Net Direct and Net Overlapping Debt(2)...................................... $560,442,000 Population of Miami(8)...................................... 383,000 Assessed Valuation Per Capita ................. a................ $30,066 Net Taxable Assessed Valuation Per Capita ...................... $27,502 Debt Ratios: Net Direct General Obligation Debt as a Percent of Net Taxable Assessed Valuation....' aluation................. ............. Combined Net Direct and Overlapping General Obligation Debt as Percent of Net Taxable Assessed Valuation ............................. ......... Net Direct General Obligation Debt Per Capita.................. Combined Net Direct General and Special Obligation Debt per Capita .............................................. Combined Net Direct and Overlapping General Obligation Debt per Capita. .......................................... Combined Net Direct and Overlapping General and Special Obligation Debt Per Capita ................................... P •i#� J W t, 15 Ratio of Net General Obligation Bonded Debt to Net Assessed Value and Net General Obligation Bonded Debt Per Capita ($ in thousands) Net General — Assessed Homestead Net Assessed Obligation Fiscal l Year _population yaly E2i4mdtio3 value Bonded Debt Ratio Per Cadita 1990 $383,000(4) %11,515,111 $981,728 $10,533,383 $184,302 1r7S% $461.90 1999 371,444(1) 11,210,985 069,333 10,241,650 193,660 1.91 527.29 1988 369,007(1) 10,761,797 954,978 9,406,819 186,041 1.90 504.17 1987 368,210(1) 10.420.911 933,300 9,487.611 195,578 2.06 531.13 1986 311,975(1) 10,184,933 953,S16 9,231,417 190,697 2.07 512.66 1985 380,446(1) 9,696,610 9S2,430 8,744,180 170,087 1.95 447.07 1984 383,027(1) 9,346,033 954,979 8,391,054 146,102 1.74 381.44_ 1983 382,726(2) 8,659,281 920,693 1,738,386 124,955 1.61 326.49 1982 382,726(2) 7,962,129 750,665 7,211.464 109,398 1.52 285.84 1981, 399,995(3) 6,622,365 564,238 6,058,127 118,038 1.95 295,09 (1) Based on annual population estimates provided by the State of Florida, Division of Population Studies, Bureau of Business and Economic Research, University of Florida. (2) Based on the July 1, 1982 population estimate used by the Office of Revenue Sharing of the Federal Government. (3) The City was involved in litigation with the Federal Census Bureau challenging the 346,865 population count of 1980; as a result, during 1981 the population count was adjusted upward to 399,995 for Federal Revenue Sharing purposes. (4) Estimated by the City on the basis of added electric and water connections and new dwelling units con- structed. The 1990 U.S. Bureau of Census preliminary population count of 356,458 is being challenged by the City and is expected to be adjusted. General Obligation Bonds Authorized But Not Issued The following table outlines the date, type and amounts of general obligation bonds authorized but not issued as of September 30, 1990. Date of Voter A02roval Type of Debt Authorized Issued Balance Unissued 10/1/80 Sanitary Sewer $45,000,000 $15,500,000 $29,500,000 11/3/81 Fire Fighting 21,000,000 18,000,000 3,000,000 3/13184 Storm Sewers 30,000,000 20,000,000 10,000,000 $96,000,000 $53,500,000 $42,500,000 Capital Improvement Plan The City's Capital Improvement Ordinance has identified ongoing and future projects totaling $296,900,000. Major emphasis is placed on maintaining and expanding the City's infrastructure. The majority of the funds for capital improvement projects are directed to housing programs, street and sewer improvements, park facilities and transportation related efforts. The community redevelopment projects Bare designed to assist in neighborhood revitalization and the expansion of the City's economic base. shown below is a functional breakdown of the Capital Improve Ordinance and proposed funding sources, excluding _ and Exhibition projects financed by the Department of Off -Street Parking and the MiamExhibition Authority: FUNCTIONAL CATEGORY HOUSINGPROGRAMS$ STREET IMPROVEMENTS 17,79,000 41,610,000 PARKS FACILITIES 31,34,000 STORM SEWERS 23,225,000 COMMUNITY REDEVELOPMENT 14,5$,000 SANITARY SEWERS 15,580,000 POLICE FIRE 16,309,000 MARINAS { 1$,440,000 SOLID WASTE ~,; 3,789,000 AUDITORIUM 8,521,000 STADIUMS 11,602,000_ ECONOMIC DEVELOPMENT 5,482,000 GENERAL GOVERNMENT 44,324,000 �= MASS TRANSIT3,808,000 PARKING 21,757,000 b TOTAL CAPITAL IMPROVEMENT PROGRAM " $296,900,000 .. h PROPOSED SOURCES OF FUNDING CITY: General Obligation Bonds103754;b00 I Revenue and Special Obl. Bond 95,874,000 Interest earnings and other .57,804,000 +' NON -CITY: Federal Grants 30,747,000 State Grants 6,169,000 - Private Developer Contribution 2,552,000 The City maintains a Self-insurance Expendable Trust Fund to administer insurance activities relating to certain property and liability risks, group accident and health and workers' compensation. Charges to participating operating departments are based upon amounts determined by management to be necessary to meet the required annual payouts during the fiscal Year, The estimated liability for insurance claims include the estimated future liability on a case - by -case basis for all pending claims and an actuarially determined amount for claims incurred but not reported. The unfunded long-term portion of the total estimated liability, which is expected to be funded from future operations, is reflected in the General Long -Term Debt account group and amounted to approximately $50,092,000 as of September 30, 1990. See Note 10 in the General Purpose Financial Statements of the City for the Fiscal Year Ended September 30, 1990 attached hereto as Appendix B for additional information related to the City's Self - Insurance Expendable Trust Fund. In 1986 the City issued $16,175,000 Certificates of Participation to finance the acquisition of police vehicles, fleet vehicles and heavy equipment through August 1, 1990, of which $7,575,000 were outstanding as of September 30, 1990, maturing as follows: Date of Maturity Principal Amount September 1, 1991.......................... $ 2,335,000 September 1, 1992.......................... $ 5,240,000 RATINGS In connection with the sale of the Series 1991 Bonds, the City has received a commitment from Municipal Bond Investors Assurance Corporation ("MBIA"), for a policy of insurance guaranteeing the timely repayment.of principal of and interest on the Series 1991 Bonds. The City intends to purchase such insurance policy from MBIA which will be issued at the time of delivery of the Series 1991 Bonds. Moody's Investors Service, Inc. and Standard. & Poor's Corporation (the "Rating Agencies") rate all new issues insured by MBIA "Aaa" and "AAA" respectively. An explanation of the significance of the rating may be obtained from the Rating Agencies. The ratings reflect only the respective views of the Rating Agencies and the City makes no representation as to the appropriateness of the ratin s. There is no assurance that the pratings. ratings assigned will continue for any given period of time or that they will not be changed, suspended or withdrawn by either of the Rating Agencies. Any change, suspension' or withdrawal of the ratings may have an effect on the market price of the Bonds. LITIGATION There is not now pending any litigation restraining or enjoining the issuance or delivery of the Series 1991 Bonds or the levy or collection of ad valorem takes to 'pay the principal of premium, if any, and the interest on the Series 1991 Bonds, or questioning the proceedings or 19 .a 91— 215 authorization under which the Series 1991 Bonds are to be issued, or affecting the validity of the 1991 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 pity will not have a material effect on its ability to pay the principal of, premiums, if anys or interest on the Series 1991 Bonds. FINANCIAL STATEMENTS The financial statements of the City set forth in this Official Statement have been examined by Deloitte & Touches independent certified public accountants, for the fiscal year ended September 30, 1990, as stated in their report to the City Commission dated March 25, a° 1991, and are an integral part of this Official Statement. See Appendix B "General Purpose Financial Statements of the City for the Fiscal Year Ended September 30, 1990". APPROVAL OF LEGAL PROCEEDINGS Legal matters incident to the authorization, delivery and sale of the Series 1991 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 Greenberg, Traurig,, Hoffman, Lipoff, .Rosen & Quentel, P.A. and McCrary & Dove, each of Miami, Florida, Co -Bond Counsel. The form of such opinion is attached hereto as Appendix C. Certain legal matters will be passed on for the City by Jorge L. Fernandez, City Attorney, and for the Underwriters, by k Arrington & Hollowell, P.C., Atlanta, Georgia, and Kubicki, Draper, Gallagher & McGrane P.A. and Armando J. Bucelo, Jr., Esq., each of Miami, Florida. 0 TAX EXEMPTION The.. Internal Revenue Code of 1986, as amended (the "Code"), includes requirements which the City must continue to meet after the issuance of the Series 1991 Bonds in order that interest on the Series 1991 Bonds not be included in gross income for federal income tax purposes. The City's failure to meet these requirements may cause interest on the Series 1991 Bonds to be included in gross income for federal income tax purposes retroactive to their date of issuance. The City has covenanted in the Resolution, to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of interest on the Series 1991 Bonds. In the opinion of Co -Bond Counsel, assuming continuing compliance with the tax covenants referred to above, under existing statutes, regulations, rulings, and court decisions, I _ 20 b x_ 91-- 215- 4 6� ..:.tom interest on the Series 1991 Bonds is excluded from gross income for federal income tax purposes. Interest on the Series 1991 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, however, interest on the Series 1991 Bonds is taken into account in determining adjusted current earnings for the purposes of computing the alternative minimum tax imposed on corporations. Co -Bond Counsel are further of the opinion that the Series 1991 Bonds and the 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 owned by corporations, as defined therein. Except as described above, Co -Bond Counsel will express no opinion regarding the federal income tax consequences resulting from the ownership of, receipt or accrual of interest on, or the disposition of the Series 1991 Bonds. Prospective purchasers of the Series 1991 Bonds should be aware that the ownership of the Series 1991 Bonds may result in other collateral federal tax consequences, including (i) the denial of a deduction for indebtedness incurred or continued to purchase or carry the Series 1991 Bonds or, in the case of a financial institution, that a portion of the owner's interest expense allocable to interest on a Series 1991 Bond, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by 15 percent of certain items, including interest on the Series 1991 Bonds, (iii) for taxable years beginning before 1996, the inclusion of interest on the Series 1991 Bonds in "modified alternative minimum taxable income" for purposes of the environmental tax imposed on corporations, (iv) the inclusion of interest on the Series 1991 Bonds in the earnings of certain foreign corporations doing business in the United States for purposes of a branch doing business in the United States for purposes of a branch profits tax, (v) the inclusion of interest on the Series 1991 Bonds in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter C earnings and profits at the close of the taxable year, and (vi) the inclusion in gross income of interest on the Series 1991 Bonds by recipients of certain Social Security and Railroad Retirement benefits. UNDERWRITING Chase Securities, Inc., M.R. Beal & Company and American Government Certificates and Funds Corp. (the "Underwriters") have agreed to purchase the Series 1991 Bonds under a Bond Purchase Agreement at an underwriting discount equal to $ ( %) of the principal amount of the Series 1991 Bonds) and an original issue discount of $ . The Underwriters are committed to take and pay for all of the Series 1991 Bonds if any are taken. The Series 1991 Bonds are being offered for sale to the public at the prices shown on the cover of this Official Statement. r 21 9 FINANCIAL ADVISORS The City has utilized the services of Howard Gary & Company, Miami, Florida, and Raymond lames & Associates, Inc., St. Petersburg, Florida, as independent financial advisor9 to the City in connection' with the issuance, sale and delivery of the Series 1991 Fonds t CLOSING CERTIFICATE Concurrently with the delivery of the Series 1991 Bonds, the City Manager and the Director of Finance will furnish their certificate to the effect that, to the best of their knowledge, this Official Statement, as of its date and as of the date of the delivery of the Series 1991 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 of the circumstances under which they were made, not misleading. VERIFICATION OF MATHEMATICAL COMPUTATIONS z TY The mathematical accuracy of (a) the mathematical computations of the adequacy of the maturing principal of and interest earnings on the Government Obligations purchased with the I proceeds of the Series 1991 Bonds held by the Escrow Agent to pay, when due, the principal of interest on and redemption premium, if any, on the Refunded Bonds to the date of their redemption on May 1, 1993, and (b) the mathematical computations supporting the conclusion of Co -Bond Counsel that interest on the Series 1991 Bonds is excluded from gross income for federal income tax purposes under the Code, will be verified for the City by Deloitte & Touche, independent certified public accountants. APPROVAL OF OFFICIAL STATEMENT 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 1991 Bonds, the security for the payment of the Series 1991 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 3006 Aviation Avenue, Miami, Florida 33133, telephone number (305) 579-6350, or from its Financial Advisors, Howard Gary & 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)- 573-8189. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of this date, but is not 22 91- 215 i! 1 guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Financial Advisors or the underwriters. l Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information p p J g r and expressions of opinion herein are subject to change without notice and neither the delive ry of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. The execution of this Official Statement has been duly authorized by the Commission of the City of Miami. THE CITY OF MIAMI, FLORIDA 'tit t - i� , + yt LEFT BLANK THIS PAGE INTENTIONALLY 4 t t t, 1 f�; 1' ry � 4 ,i t II ^� y 215 { PPBh1bI_A 1� "SCRIPTION OF TM CITY OF MIAMI 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 bade County (the "County") which encompasses over 2,000 square miles of Florida's southeastern region. The City comprises 34.3 square miles of land and 19.5 square miles of water, Miami is the southern -most major city and seaport in the continental United States and the center of Pan-American trade and air transportation. The nearest foreign territory is the Bahamian island of Bimini, situated approximately fifty miles off the coast of Florida. The County is often referred to herein as Greater Miami. Climate Due to its location near the upper boundary of the tropical zone, Miami's climate is strongly influenced by the Gulf Stream, trade winds and other local climatic factors. Its average yearly temperature is 75.5 degrees Fahrenheit. Summer temperatures average 81.4 degrees Fahrenheit, and winter temperatures average 69.1 degrees Fahrenheit. Rainfall comes most frequently between the months of May and September, with the heaviest in June, averaging nine inches. k x Population The U.S. Bureau of Census estimated the population of the City at 358,458 as of April 1, 1990. This estimate is being challenged by the City. The City estimates that its population as of April 1, 1990 was 383,000. According to estimates of the City, the population is expected to increase to 400,000 by the year 2000. i 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 is 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 1 Miami Sports and Exhibition Authority are also appointed by the City Commission. ' Members 4 of the Off -Street Parking Board and the Downtown Development Authority are appointed by the respective bodies and ratified by the Commission. y 15 91- 2t a a` F '- 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 of 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 on the Commission, The City Manager serves as the administrative head of the municipal government, e City's financial operations and organising and charged with the responsibility of managing th 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 r initiation of investigative procedures. In addition, the City Manager takes 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 Laude graduate of Villanova University, and holds a Masters Degree in Public Policy from the John F. Kennedy School of Government of Harvard University and a Juris Doctor from Harvard Law School. He is currently a partner in the Miami law firm of Jorden &c Schulte. Mayor Suarez actively has served the Miami community for a number of years through participation or numerous advisory boards and committees. Dr. Miriam Alonso was elected Commissioner in November, 1989 for a four-year term. Commissioner Alonso is 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. Commissioner Alonso has served on several civic and community boards. Miller J. Dawkins was elected Commissioner in November, 1981 and re-elected in 1985 and 1989 for four-year terms. He is a graduate of Florida Memorial College and holds a Master of Science degree from the University of Northern Colorado. Commissioner Dawkins has been employed for over 19 years at Miami Dade Community College. Victor H. De Yurre was elected Commissioner in November, 1987 for a four-year term. - Mr. 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. He has his own legal practice and has served on numerous advisory boards and committees in the Miami area. J.L. Plummer, Jr., was appointed Commissioner in October, 1970 and was elected Commissioner in November, 1971, and re-elected in 1975, 1979, 1983 and 1987 for four-year terms. Commissioner Plummer is a graduate of Miami Senior High School and the Cincinnati College of Mortuary Science. He is Chairman of the Board of Ahern -Plummer Funeral Homes, A-2 I 91- 2 5 ;h. Ay T Miami, Florida. Commissioner Plummer was elected Vice Mayor for a one-year term ' commencing December 1, 1990, Administration of the City Cesar H. Odio was appointed City Manager, effective December 16, 1985. Prior to his appointment to the top administrative position in the City, Mr. Odio served as Assistant City Manager for the City since January, 1980. His responsibilities extended over the functions of ` parks and recreation, building and vehicle maintenance, and public facilities. During the Mariel Boat -lift in 1980, he was appointed to the President's Task Force on Refugee Affairs. Mr. Odio t 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 was appointed Director of Finance in June 1980. He joined the City in November, 1976 as Assistant Finance Director. He has been previously employed in private industry in positions of Treasurer, Controller and Auditor. Mr. Garcia is a Cum Laude graduate of the University of Miami with a B.B.A. and also holds a Master of Science degree in Management from Florida International University. He is licensed as a CPA in the State of Florida and is a member of the American and Florida Institutes of Certified Public Accountants, and of the Government Finance Officers' Association of the United States and Canada. Jorge L. Fernandez, the City Attorney, has been with the City Attorney's Office since 1982. Mr. Fernandez graduated from Calvin College with a degree in History and Education and received a Masters Degree in Administration and Supervision from Florida International University. He received his J.D. degree from Wayne State University School of Law, Detroit, Michigan, and is active in several professional and community organizations including the ; Florida Bar Local Government Law Section, the American Bar Association's Urban, State and Local Government Law Section, the National Institute of Municipal Law Officers, the Dade County Bar Association and the Cuban -American Bar Association. Matty Hirai was appointed City Clerk on September, 1, 1985. She was the City's , Assistant City Clerk from September, 1976 to August, 1985. She 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. She. attended specialized courses at Syracuse, University and was awarded the three-year Municipal Clerk Certificate. Ms. Hirai is a member of the International Institute of Municipal Clerks. Scope of Services and Agency Functions The City provides certain services as authorized by its Charter. Such services include public safety (police and fire), parks and recreational facilities, trash. and igarbage, collection; street maintenance, construction and maintenance of storm drain systems, planning and - A-3 % ra Xr J .._..j f 91- 215 t develo meat functions, construction of capital improvements, and building code, inspection and p enforcement services. The police Department provides a full range of police services and presently has a uniformed force of 1,114 and 449 full-time, permanent civilian employees. The Fire Departmett 1 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 pickup and enforces sanitation requirements, y the County under contract with the City. The Disposal of trash and garbage is performed b Department of Public Works maintains certain streets and sidewalks and manages construction of sewers and other capital facilities required by the City. The State of Florida and the County, are responsible for maintaining most arterial streets and all major highways within the City. The" Department of Parks, Recreation and Public Facilities maintains and operates all City owned parks and administers various recreational and cultural programs associated with these facilities. Regional Government Services The following information and data concerning the County describes the regional government services the County provides for its residents, including residents of the City. The County is, in effect, a municipality with governmental powers effective upon the 27 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 minimum standards set by the Board of County Commissioners of the County (the "County Commission") or (2) with the consent of the governing body of the City. Since its inception, the County government has assumed responsibility for a number of functions, including delivery of County -wide police services, which complement municipal police services within the municipalities, with direct access to the National Crime Information Center in Washington, D.C. and the Florida Crime Information Center; provision of a uniform system of. fire protection services, which complement municipal fire protection services within four municipalities and provide full service fire protection for twenty-three municipalities which -have consolidated their fire departments with the County's fire department; management °of "a - consolidated two-tier court system pursuant to the revision of Article V of the Florida Constitution which became effective on January 1, 1973; the development and operation of a' County -wide water and sewer system; the coordination of the various surface transportation programs, including a consolidated public transportation system and a unified rapid transit system; operation of a central traffic control computer system; implementation of a combined public library system of the County and eighteen municipalities, which together operate the main library, seventeen branches and six mobile units servicing forty-four County -wide locations; centralization of the property appraiser and tax collector functions; furnishing' of data to A-4 91- 1 - -- ---- ---- -- --- municipalities, the Board of Public Instruction and several state purpose of agencies for the u budget preparation and for their respective governmental operations; collection by the County Tax Collector of all taxes and distribution directly to the respective governmental entities according to their respective tax levies, and development of minimum acceptable standards by the County Commission, enforceable throughout the County in such areas as .environmental resources management, building and zoning, consumer protection, health, housing and welfare. ECONOMIC AND DEMOGRAPHIC DATA Introduction and Recent Developments The City's diversified economic base is comprised of light manufacturing,; trade, commerce, wholesale and retail trade, and tourism. While the City's share of Florida's tourist trade remains an important economic force, the great gains the City has made in the areas of banking, international business, real estate and transhipment have fortified the economic base. 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 r acres through a $250 million expansion program completed in 1981. The Port expansion program is designed to move 16 million tons of cargo and four 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 andinternational passenger traffic. Downtown Miami experienced unprecedented growth during the 1980's, particularlyin the development -of commercial office space. Completed projects represent an estimated investment of , public and private funds in excess of $2.4 billion. 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 -owed property along the waterfront in Downtown Miami. The 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. Bayfrotrt lark a front Park, adjacent to the $ayside project area, currently is being redeveloped at .8 total project cost in excess of $20 million. More than fifty percent of the project financing hay been secured by the City through a variety of federal, State and private funding sources. Southeast overtownftrkwest 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 and } 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 for the implementation of the redevelopment plan. Public sector 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 is underway, with 1,200 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 programmed to occur over the next five years for a total of 1,900 residential units and 250,000 square feet of commercial space. Miami Arena The County levies a 3 % Convention Development Tax on hotel rooms, of which the City receives one-third. This tax is received by the Miami Sports and Exhibition Authority to finance its operations and debt service cost. The most significant project financed by the Authority is the Miami Arena located within the Southeast Overtown/Park West "redevelopment area, home to the Miami Heat and the University of Miami Hurricanes. This 300,000 square feet multi- purpose facility, completed in 1988 at a total cost of $48 million, accommodates up to 15,600 spectators. Corporate Expansion The favorable geographic location of Greater Miami, the trained commercial and industrial labor force and the favorable transportation facilities have caused the economic base of the area to expand by attracting to the area many national and international firms doing business in Latin America. In Greater Miami, over 100 international corporations have set up i A-6 91- 215 y_. k hemispheric operations. Among them are such corporations as Dory Chemical, Gulf Oil Corporation, Owens-Corning Fiberglass Corporation, American Hospital Supply, Coca-Cola Interamerican Corporation, Ocean Chemicals, Inc., a subsidiary of Rohm & Haas Company, Itowye Trading, A.G., Mayr Brothers International and Abtron Corp. Other national firms that have established international operations or office locations in Greater Miami are Alcoa International, Ltd., Atlas Chemical Industries, International Harvester, Johns Manville International, Minnesota (3-M) Export, Inc., Pfizer Latin America Royal Export, United Fruit, Baccus Electronics and Kraft. Industrial Development Greater Miami contains over one hundred million square feet of industrial space. Manufacturing concerns account for nearly half of the occupied :industrial space and storage companies occupy an additional 35 percent of the City's industrial space. Transportation and service companies occupy the bulk of the remaining 15 % 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. Greater Miami's apparel industry is one of the largest in the nation, primarily consisting of numerous small firms rather than a few large operations. Approximately 30,000 jobs are provided by nearly 500 manufacturers. Florida apparel firms, most of which have their principal facilities in the Miami area, shipped $849 million of merchandise in 1980, a 56 percent increase over 1970 figures. Financial Institutions The County is second only to New York in the concentration of international and Edge Act Banks in North America; approximately 41 foreign bank branches and 10 representative offices operating in the County. Additionally, there are 29 Edge Act Banks that are located in the Miami area. These include: BankAmerica International, Bankers Trust International, Banco de Santander International, Chase Bank International,. Citibank International, Irving Trust, American Express Bank International, Manufacturer's Hanover International, and Morgan Guaranty, international. The Federal Reserve System has established, a branch. office in the .County to assist the Atlanta office with financial transactions in the South Florida area. The ten year summary presented below is for the County which includes the City. of Miami. These figures include national and state chartered banks which are FDIC insured. Non- insured state charted banks are excluded. A-7 7S 91 215 � r ` ;. 69 $22,7$ ,647,00 } 1990 73 695,337 ,OOCf 1989 75 20 $ 070; 7l5 0000) 1988 69 1987 _ 23U42378,bt10 73 198b 75 21,615,733#000 19821,770,02S t 0 76 1984 19,25,5$1,000 74 1983 16,158, 326, 0t10 70 1982 65 13,498 246,666,. _ 1981 r Source: FDIC Atlanta, GA { (1) Reb ion in deposits is attributable to none stringent FDIC regulafi , which h ' caused a shift to other investments not insured by the FDIC. men Tourism Greater Miami always has been a very attractive city far domestic and international Mi tourists. Its climate and beaches draw many thousands of visitors thn00gh6ut 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 Seagwdutn Parrot Jungle Monkey Jungle, the Orchid Jungle, dog and horse race traclis JaiAlai, "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 Fair, Orange Bowl Marathon, Calle Ocho Open House, .: Carnival Miami, Coconut Grove Art Festival, Kwanza and Goombay Festivals,WLVaniC Heritage Week, and the Orange Bowl festival events. Major auto racing events are held in the City annually. The 1Vliam Grand'Prix"auto roe has been run annually in downtown Miami since 1983. Cars and drivers from around the wOd competed for more than $3W,000 in prize money in 1"0. During 1990, approximately 8.1 million out -of -state -visitors stayed in over 33,9W Intel --_ and motel rooms in Greater Miami. Many of these visitors participated in `international activities such as conventions and conferences. Tourists and visitors expended approximately $6.0 billion in Greater Miami in 1990, according to the estimates of the County. it A-8 y 91- 215 1 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 Arena, the Bobby Maduro Baseball Stadium, the Marine Stadium and the. Miami Convention Center. Joe Robbie Stadium, which is used by the Miami Dolphins, 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. Each park has a combination of facilities that are enjoyed year round. These facilities include: public swimming pools, tennis courts, handball courts, boat ramps, vita courses, picnic areas, lakes for swimming and boating, equestrian trails and baseball and softball fields. The Greater Miami area's 22 public beaches comprise' 1,4.00 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. Anew 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; fine arts center, and a historical museum. Symphonic and pop concerts are performed regularly. Five theaters 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. A-9 0 51- 215 Iducation l institutions facilities oil`m y�y and seeNdwy The public schools of the County pro vide educational levels. Public school enrollment, including both primary and secondary levels, since 191� 1 Is as :. follows: School F,nrollment >a►.�ht�► �hnoi' Svstett� bade County YEar Miami Tom 52,214 29 11 2,4 _ 1990. ............ 50,757 275233 r 1989 ............................. 41,521 262,213 1988 ............................. 36,994 244,734 1987 ............................. 38,345 23b,127 1 1986 ............................. 37,093 227,906 1985 ............................. 36,992 223,884 1984....... ............. 35,394 223,948 — 1983 ............................. 35,662 226,324 1982 ............................. 1981 36,430 233,$86 ............................. Source: Dade County School Board. <r Over 70,000 students are enrolled in the following colleges and universities located within the County or Greater Miami area: Barry University Florida International University Florida Memorial College International Fine Arts College Miami Christian College Miami -Dade Community College r. 7 St. Thomas University University of Miami 17 4, ,iY A-10 _ 91- 215 „ Film Industry The Dade County film and television industry ranks third 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 $250 million in' 1990 and the Greater Miami portion was estimated at approximately $150 million. Agriculture The land area of Greater Miami includes large agricultural expanses on which limes, avocadoes, mangoes, tomatoes, and pole beans are grown for the fresh produce market. During.' the sunny and warm winter months, the mild climate enables these crops to be grown and harvested. Many of the vegetables are shipped to the northern United States during the winter. Exotic tropical fruits such as plantains, lychee fruit, papaya, sugar apples and persian limes grow in the area and cannot be grown anywhere else in this country. Foreign Trade More than 71 % of Florida's export trade and 52% of Florida's import trade flowed through the ports 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 economies of 27 countries of Central America 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 countries, in addition to , economic affairs conducted by the 37 foreign consulates located in the Greater Miami area. These trade offices include those established by Belgium, Chile,. Colombia, the Dominican Republic, Guatemala, Hong Kong, Jamaica, Korea, Panama, Spain, the Philippines.and Japan. Miami International Airport The County is the owner of five separate airports within its boundaries. The responsibilities for their operation are assigned to the Dade County Aviation Department. Miami International Airport (the "Airport") ranks 8th in the nation and 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 3 The Airport's facilities include three runways, a 7,500 ng complex,- approximately two million square feet of warehouse and office space and maintenance shop Approximately 40,000 individuals are employed at the Airport. In 1990, the Airport served 2.g million passengers and handled 14-bl ion pounds of cargo. Statistics from 1g81 are presented below: 'y :. i. x' " Pa Cotoeit r�0 1990.............. 25,837 1,815,374XF 1989 ..........:.: 25,408 1730ASO 1,429,9d4 1988 ... I ......... . 24,224 ' 1997 23,801 1,374,380 21,357 1,200,270 1985 ............. 19,853 1'031,700 1984 ............. 19,328 1,130,184_ 1983 ............. 19322 1,184,526 y ,n. 1982 ............. 19,388 1,246,700 1981 199849 1,170,009 Source: Dade County Aviation Department. Cz Port of Miami } The Port of Miami (the "Port") `is owned by the County, and is operated by thes.Dade County Seaport Department. From 1981 to 1990, the number of passengers sailing froth the Port increased from 1,567,709 to 2,734,816, an increase of 74%. This increased growth ' highlights the Port's emergence as the world's leading cruise ship port. ri The Port specializes in unitized trailer and contained cargo handling concepts The most ` effective use of equipment and the Ports" convenient location combine to' make the Porgy°the nation's leading export port to the Western Hemisphere. From 1981. to 1990 the total cargo •r handled increased from approximately 2.7 million tons to over 3.5 million tons; an increase of 30%. Vi k A->z 91 _ 215 AU U j 31?ry A summary of the growth in revenues, passengers and cargo for previous yew is r . presented below: Y; ki ' y1rE # ..: (iy 1�aS8eA C'.Afion. ("pcu►ns�ei :. ... � 'ti sY, ai.7xs iLf2L - .j . 1990........ $25,736,465 (t) 2,734,816 3,590,937 ,1 1989........ 30,035,859 31100,055 3,206,417 } 1988 ...... 26,489,275 2,502,411 2,602,556 1987........ 19,933,917 2,633,041 2f 425f 937 i } t 1986........ 17,973,522 2,520,511 2f406f0 4 f( 1985...,.... 17,13S,048 2,326,685 2,333,026 1984........ 15,943,548 2,217,065 2,287,2817. p 14,201,008 2,002,654 2,3059645 1983..,...,. t 1982........ 12,949,687 1,760,255 2,665,921 2,757,374. i f 1981........ 12,468,522 1,567,709411 r l` u Source: Dade County Seaport Department. ,t I— (1) Previous years data included Internal Revenue Service transfers. Actual revenue increased;. 7% over the prior year. 4 x i i Demographic Data The following table indicates the distribution by' age groups among the population of ;; �``�„ , residents of the City and of the County. Age Group as a Percentage of Total Population .. ` 1980 Dade g Miami etan Number Percentaee umbe-- e Grou � x— 796 1 r ,23,459 113,544 w � t 0 5 ...... 330,738 y r „ 6 19...... 61,826 22 374,176 23 .. , 20-34..... 75,919 471 351 29 ; r 31 35-59...... 106,569 230,136 14 .. 16 60-75...... 55,924 7 105,736= " 75+...,:... .fig 1,625,781 10096 100% 346,865' I j Source: 1980 U.S. Ceases of population and Housing. - of the Tinting date of this report The 1990 data was not available as P A-13 9 215 r;�5 aY: } a€ �-- R- Retail Stiles F - Although the City contains 22 percent of the population of the County, allttost half of the volume of sates transactions for the County are reported In the City., The following table presents _ - years of taxable sales information for the City and the County Taxable Sales ($ In thousands) N- h_. 19�6=, 1990 1989 1988tiI _.1987(1) _. Miami............ * 8,614,429 S 6,926,626 S 8,708,334 Dade County...... 11,217,731 $16,069,189 $18,401,04S i1-6,686,603 3 d,40t1,$S2 $19,660,S03 14,5Sd 90 "tamilDede...,... 47% 45% 47% 42% 44% Source: Department of Revenue; State of Florida (1) Includes amounts received from the State of Florida tax on the sale of professional services which became 6116cliv July, 1987 and was repealed in December, 1987. Employment The tables below indicate the scope of employment throughout the City, and; the County... Employed Persons by Industry Type., 1980 Miami Percentage Dade County Percentage Agriculture, Forestry, Fishing Nining...................... 1,590 1X Construction... ••••••••••••••• 11,150 7 14,850 44,560 2X 6 =, Manufacturing ................. 27,070 17 103,970 14'` Transportation, Communication, Public Utilities............ 12,740 8 81,690 11 Wholesale Trade.. 9,550 6 44,560 6 Retail Trade ............•..... 27,070 F 17 Finance, insurance, Real 133,670 18 5;-- Estate.......... • 11,140 7 Business and RepairServices.. 9,550 6 59,410 37,130 8 5 " Personal Entertainment and Services .................... 15,920 10 Heatth Services............ 12,740 8 510980 7 Educational Services .......... 7,960 5 59 44,560, 8 6 Other Professional Services... 6,3to 4 37,130 5 Public Administration......... 6,360 4 Total, 2_ 9 710 ....................... 159,210 1��X 42 63 _� 1=0x Source: 1980 Census of the Population and Housing. y The 1990 data was not available as of the printing date of this report. i A-14 I , 91- 215= 4- t F �p iAve��ge 1G 198Y 19g.7-c. 4'yy i3 �1,','..♦.♦..,.•.,:. 8.31 7.9% 6.7X 7.2% 8.2X a eittlty. .. ► : ♦ ... ,' ' 6.7 6.4 5 ♦ 4 5.8 6.7 °`�.•...♦...•i..•.i• 5.5 5.3 5.5 6.2 7.0 F( u S United Stites Department of Libor, $urmu of Libor Statistics, t pt r _.} The U•S. Census figures for 1980 show that the median value of owner occupied housing was 04 [6h is an increase of 171 % of the median value of $17,500 per owner occupied housing as outlined in the 1970 k� j L Census figures. f The following tables detail the characteristic of housing by units in the City and the County. f r�; Values of Owner Occupied, P - Non -Condominium Housing Units } E' 1980 Miami Percentage Dade Percentage ;¢ Sao than $25,000....... $ 3,690 11% $ 14,156 6% ;25000-39,999......... 8,283 25 43,732 18 f6, 40;000-49,999......... 6,3'26 19.. 39,978 17 1 11,012 33 81,130 35 ;. 1,684 5 21,211 9 #' ,;80000-99,999......... 100,000 and over....... 2.462 --7 34.658 1`5 Total 33 45 1.�: 23 5 .............. .;.:Median Value......... $47,517 $ 57,200., A ,. Wi* 1980 U.S. Census of the Population and Housing. date of this repod. — ia;1990 data was not available as of the printing /� A-15 i�l31'ctinta 'e Owner occupied.......:... 43,i58 36% Reenter occupied..:....: , . .-77+. .5 Total............... 120,393 Source: 1970 and 1980 U.S. Census of the Population and Housing. The 1990 data was not available as of the printing date of this report. Building Permits 34% ArL The dollar value of building permits issued in the City and in the unincorporated areas of the COunty' 1981 is as follows: t Building Permits Issued ($ in thousands) City of Unincorporated —eax Miami _ Dade Count 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 4 1984.................. 345,262 953,055 1983.................. 299,941 903,706 1982.................. 358,676 659,160 _ 1981.................. 532,205 901,'676 Source: The City of Miami Department of Building and Zoning and { 1 1 New residential construction in the City since 1981 his been estimated as follows: � Year Number of g990/� 1.7 9 V ♦ . ♦ • ♦ • • • • •�• • i i • ♦ . • ♦ i i ♦ . • • . • • • • • • • • • .. • i • • • 1989 9 / 3 +i K �j �j • .. • . • • ♦ ♦ i ♦ • i • ► . ♦ ♦ i . • • . ♦ ► ♦ • . ♦ • . ♦ • • . . . • ♦ • • • 1 9 8 6 ► . ♦ . • . • . ♦ ♦ . ♦ . It 624 ♦ ♦ • • ♦ • • . • ♦ • • • • • • . . ♦ i . • . • • . i . • • 19876 9 7 1� 212 2 • . . . . .. • • . ♦ • • . • • • ♦ ♦ • . • . ♦ • • • . • . • • • ♦ . .. . • . . • i 1986 9 8 6 1 , 4.25 1 • . • • • • . . • . • • • • .. • • . • . • . i • • . ♦ • • . • • • ♦ i i • ♦ . • . 1985 • . . ♦ • • • . . • . 801 • • y . ♦ . • . • . . . . . i . • . • • . • . . . . . • • . . 1984 . . . • . . • . 603 (� . • • • • • . . . . . • • ... . . .. . . . . • . .. . . . . . . 1983.........••.....i.....•....•i...•....•.... it 0 1 O 1982 • . • • ♦ • • . . 661 . . . . . . ♦ . . . . . . . . . . • . . . . • . .. . . . . . . • 1981 1 , 753 . . . . • • • • • • • Is . . . • • • • • . . • • . . • • ♦ • • . • . • . • • • • . . 3 , 164 A-17 r yeti *f T x Al AL .. x Aw AA I; THIS PAGE INTENTIONALLY LEFT BLANK _ t �t A 4Y fit{ 2 1 at �y j) Y. APPENDIX B-GENERAL PURPOSE FINANCIAL STATEMENTS t IT i.. is 1 r. Yu 4 �r a s Tt 51 THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX 8 CITY OF MIAMI, FLORIDA GENERAL PURPOSE FINANCIAL STATEMENTS For the Fiscal Year Ended September 39, 1990 TABLE OF CONTENTS Exhibit/ Schedule page Independent Auditors' Report ............................................... General Purpose Financial Statements Combined Balance Sheet —All Fund Types and Account Groups ................................................... I B-6 " Zvi Combined Statement of Revenues, Expenditures and Changes in Fund Balances —All Governmental Fund Types and Expendable Trust Funds ...................................... 11 B-8 Combined Statement of Revenues, Expenditures and Changes in Fund Balances —Budget Actual and —General Fund, Special Revenue Funds and Debt Service Funds ................................................ III B-10 Combined Statement of Revenues, Expenses and Changes in Fund Equity —All Proprietary Fund Types and Pension Trust Funds ............................................... IV B-12 Combined Statement of Changes in Financial Position —All Proprietary Fund Types and Pension Trust Funds ............................................... V B-13 Notes to Financial Statements .............................................. B- 14 B-3 91- 21-5 p M i xr - S##N 4 • t LEFT BLANK THIS PAGE INTENTIONALLY � 1y R B 4 t rRi 91- 215 s 'fte 1buche Certified Public Accountants 100 Southeast Second Street Miaml Florida 33131-2135_ Telephone: (305) 358-4141 Facsimile: (305) 358-1451 INDEPENDENT AUDITORS' REPORT The Honorable Mayor and City Commissioners City of Miami, Florida: � We have audited the accompanying general purpose financial statements of City of Miami, Florida as of September 30, 1990 and for the year then ended, listed in the foregoing table of contents. These general purpose financial statements are the responsibility of City of Miami, Florida, administration. Our responsibility is to express an opinion on these general purpose financial statements based on our audit. We did not audit the financial statements of the following component units: Percentage of Total Fund Type Component Units Assets Revenues Miami Sports and Exhibition Authority: Special Revenue Funds ....... 27% 1 % Debt Service Funds .......... 43% 17% Capital Projects Funds ........ 3% 1 % Downtown Development Authority —Special Revenue Fund ...................... 1% 2% Department of Off -Street Parking —Enterprise Fund ..... 17% 21 % Gusman Cultural Center and Olympia Building —Enterprise Fund...................... 1% 2% Fire Fighters' and Police Officers' Retirement Trust and General Employees' and Sanitation Employees' Retirement Trust — Pension Trust Funds........... 95% 100% Those financial statements were audited by other auditors whose reports thereon (which as to Gusman Cultural Center and Olympia Building and Miami Sports and Exhibition Authority contain explanatory paragraphs described in Note 13 to the accompanying general purpose financial statements, the effects of which, in our opinion, are not material in relation to the general purpose financial statements) have been provided to us, and our opinion expressed herein, insofar as it relates to the amounts a` included for those entities, is based solely on the reports of other auditors. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the general purpose financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting ` the amounts and disclosures in the general purpose financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit and the reports of other auditors provide a reasonable basis for our opinion. In our opinion, based upon our audit and the reports of other auditors, such general purpose financial statements present fairly, in all material respects, the financial position of City of Miami. Florida at September 30, -1990 and the results of its operations and the changes in the financial position of its proprietary anddsimilar trust fund types for the year then ended in conformity with generally accepted accounting principles. r a: March 25, 1991 q� B-5 9�-- 215 s EXHIBrr t CITY OF MIAMI, FLORIDA COMBINED BALANCE SHEET -ALL FUND TYPES AND ACCOUNT GROUPS SEPTEMBER 30, 1990 (in thousands) Proprietary Fund Fiduciary Totals. Governmental Fund Types Types Fund Types Account Groups (Nlernorandum Only) General General Special Debt Capital Internal Trust and Fixed Long- , General Revenue service Projects Enterprise Service Agency Asses debt 1990 1989 ASSETS AND OTHER DEBITS Assets: Equity in pooled cash and investments [Notes 2(E) and 41 .................. $ 6,608 $ 4,356 $ 4.530 $50,116 $ 30 $ 537 $ 4,473 $ - $ - $ 70,650 $ 87,86" Other cash and investments [Note 41 ...... - 1,888 - - 4,167 - 24.895 - 30,950 25,20d Pension cash and investments, including accrued interest [Notes 2(F) and 4] ..... - - - - - - 589.928 - - 589.928 543,05 � Receivables, net of allowance for doubtful accounts of $3,411: Taxes . ................. ....... 3,050 - 1,468 - - - - - - 4,518 1.434 Accounts ........................... 3,750 3,554 - 8 4,619 - 373 - 12.302 70,622 Assessment liens [Note 2(C)] .......... 6,667 - - - - - - 6,667 4.067' Proceeds from securities sold .......... - - - - - - 9,132 - - 9,132 T,401 Pension members' contributions ........ - - - - - - 15 - - 15 306 pp Due from other funds [Note 5 .... 329 4,953 168 1,771 1_500 359 _ _ 9,080 13,316- Due from other governments Note 61 ..... 2,602 869 47 3.518 8,320 Notes receivable ................. - - - - - - - - - 12s Inventories[Note 2(G)] .................. - - - -- - 804 - - - 804 930 - Otherassets ......................... 141 4 - - 1,559 - - - - 1.704 2,233' Restricted cash and investments, including accrued interest [Notes 2(H), 4 and 8(F)] - 1,422 8,316 29,184 20,749 2,566 - - - 62,237 75,693 Property, plant and equipment, net [Notes 2(L) and 71................... - - - -- 156,333 12,605 - 471,380 - 640,318 625.25? Bond issuance costs,net [Note 2(K)] ...... - - - - 1,449 165 - - -- 1,614 T,579 Other debits: Amount available for debt service: General obligation bonds .............. - - - - - - - - 1,538 1.538 1,696 Special obligation bonds ........... - - - - - - - 8,001 8,001 8,21 Subordinate obligation debt ............ Amount available in Self Insurance Fund for cl% claims payable ....................... - - - - - - - - 540 540 1,22 Amount to be provided for retirement of general long-term debt: ' F General obligation bonds .. - - - - - - - - 184,302 184,302' 195 860 Special obligation bonds and loans ...... - - - - - -- - 88,156 88,156 M1501 Subordinate obligation debt ........... - - - - - - - - 8,399 8,399 a,666 Accrued compensated absences. ". ...... - - - - - - - _ 17,228 T7,228 15,580 Claims and other payables . 54,832 54,837_". 46,127' Total assets and other debits......... $16.480 $17.046 $20,981 $79.521 $190,677 $18,177 $629,175 $471,380 $362,997 $Tk,806,434 $1,765,338. i z UABIUTIE3 Vouchers and accounts payable $ 3,748 $ 2,760._$ - $ 4,150 $ 7,747 $ 758 $ 1,4405 $ - 2 , 896 Payable for securities purchased .. • ... 4,5f35 227 - - - -- 77.229 24,705' 22,516 Accrued expenses [Note 2(l)] ... 2,179 720 20626 5,T89 5311 359 -- - 9,080i T3.3T6 Due to other fiords [Nate 5] -_ _ - _ _... -- -- -- 168 370 Due to other governments 2,157 2,539 5,954 - 1,520 - - - - 12 T7O. 7.t~r" Deferred revenue ...................... 835 338 - 532 - '1,002 - -- 2,707` 2 Deposits.. = - _ _ - 2.500 - 50,092 52.M 43 Claims payable [Notes 8 and t0] - 4,704 - - - -. - 4:704 4, Matured bonds and interest payable [Note 81 - pafrom restricted assets, Constnction contracts and other - 1 850 40 1,890: t,938 Accrued interest. - _ ._ 2,749 2,335 - - 5.084, 4,115 Current portion of bonds Payable. - - Revenue bonds Payable - net of current - - 83,028 - - - - 83;028' 8'e" portion [Note 81 ...................... ble Note 8 -- -- - - 185,840' t85;840h 198.750 General obligation bonds pays [ ) ' -_ -_ - - - - - 8,400; 8:400 8,750 Subordinate obligation debt [Note 8) - - - 43,282 - -- -- 9f 157 139:;439 T37,675 Special obligation bonds and loans [[Note 8] - - - 5,240 - - 5,240 7,575 certificates of participate [Note 81 ... _ liabilities - - 24.895 24.895 20,724 02 ((NN Deferredc ' ......ansabon.......... _ -63 _ - - - _ 5,280' 5, 5.869 v 0t(terpeyabies... - - 4,526 147,680 9,800 85,647 362.997 59^t,438 588472s Total liabilities ......... .. . .... 11,305 8,043 t 1,441 - ECkUfiY AND OTHER CREDITS 75,430 10,446 M876 84,240 Contributed'capital [Note 2(0)1 ........... - - _ - _ _ 47i,380 - 471,380` 455,364 lrsvestment in general fixed assets .... - - Retained earnings (deficit), - 4,678 - - - -- 4,678 4,180 Reserved jNotes 2(0) and 9]. .... �. _ _. (37,111) (2,069) - - - (39;180p (30 . Unreserved ..Note 2 O .......................... - Fund balances: [ ()] - 592;988 54t, Reserved for _ - - - 592,988 -- - 3,54a 10,5 Employee retirement plan benefits ..... 651 -- -- 8,897 -- - -' _ 144.754 14,915 Encumbrances ..................... - 9.540 5,214 - - - - 2,142 1,209 Debt service ... 2,142 --- -- - - - Miami Arena 500 _ 5CO 504 Unreserved:loss - - - 40 40 72' Designated for hurricane ... - - - - D�esi�gnatedffoorr-suims,PSm nI's _ - 82.750' 82:35 expenditures and approved prolects .. -- 1,866 60-884 - - - g;619 T1^,825 i Undesigneted : " , . 4.524 4.995 -- _ ! . Total retained earnings (deficit)/fund 9,003 9.540 74,995 (32A33) (2,069) 593,528 - - $57,739 637,265 balances .. ... 5;•175 . _f - s.2T4995 T,T78i88 Total equity and other"credits ,......:. 5,176 9.003' 9.540 74,995 42,997„ 8,377 593.528 471,380 - t Total nab�ities equrty and outer $16.480 $17,046 $20,9al M.521 3190,677 $18,t77 $629.175 S471.380 $362.997 $1,806;434 $T,785;338 Credits , See accompanying notes to, the financial statements. EXNI811r 11 CITY OF MIAMI, FLORIDA COMBINED STATEMENT OF REVENUES, EXPENDITURES, AND CHANCES IN FUND BALANCES ALL GOVERNMENTAL FUND TY098 AND EXPENDABLE TRUST FUNDS FOR THE YEAR ENDED SEPTEMBER so, 1990 (in thousantbt) roottee T ~ (MarnoT0418 Or`Iy) GawrneeHrtat Fund fiys t+p+s v be Ca gib% 1090 1989 C3+m�nN Rswue r►wa Revenues: Taxes [Note 31 ...... . .................. $116,370 $36,447 $30,182 $ -- $ $1822.9909 $174,810 Licenses and permits ..................... 6,003 06,330 intergovemmental.. 25,037 26,007 3,629 4,884 5,969 65,526 68,600 Intragovemmental ........................ 2,657 - 34,480 37,137 35,806 Charrg�es for services 3,866 --- --- -- - 3,866 3,297 Contr bUohs from employees and retirees ... - - - - 3,370 3,370 3,337 Assessment lien collections .. 2,093 1. Interest ................................ 2,234 1,399 1,078 4,793 462 9,966 10.6g Other .................................. 1,433 1,579 356 2,029 1.886 7,283 7,117 Total revenues ....................... 157,590 65,432 37,338 11,706 46,167 318,233 311.780 Expenditures: Current: Genera! ggovernment ... 19,173 19,513 Public safiety .......................... 126:478 4,616 - -- - 130,094 121.502 Public improvements ................... 9,726 - - - - 9,726 11,523 Culture and recreation .................. 10,854 - - - - 10,854 10,773 Grants and related expenditures .......... - 22,428 - - -- 22,428 24,823 Contributions to pension funds [Note 121 - - - - 27,673 27,673 27,132 Insurance . - - - - 997 997 986 Economic development ................. - 1,292 - - - 1,292 1,551 Claim payments ........ - - -- - 18,068 18,068 15,281 Other ........................... 15,478 5,017 932 - 3,349 24,776 23,034 Debt setvic e: Principal retirement [Note 8] ............. 284 - 12,361 - - 12,645 11,579 Interest and fiscal charges ............... 1,932 - 19,799 802 - 22,533 18,466 Capital outlay � .......................... - - - 27,018 - 27,018 40,021 Total expenditures .................... 182,925 33,353 33,092 27,820 50,087 327,277 326,184 Excess (deficiency) of revenues over expenditures ....................... (25,335 ) 32,079 4,246 (16,114 ) 3( ,920j 9,044) 14,404) Other financing sources (uses): Operating transfers in :.................... 40,802 3,079 3,834 11,696 3,239 62,650 55,239 Operating transfers out ................... (15.597) (36,844) (8,528) (15,422) - (76.391) (72,377) Proceeds from debt issuance, net .......... - - - - - - 63,222 Repayment of subordinate debt ............ . - -- - -- - - (8,750) Proceeds of refunding bonds, net . , ....... - - - 21,694 Payment to refunded bond escrow agent .... - - - -- - -- (Z 1,694j Other .................................. - - -- - - - ,694 Total other financing sources (uses) ..... 25,205 (33,765) (4,694) (5,726) 3,239 {13,741) 43,103 Excess (deficiency) of revenues and other financing sources over expenditures and other financing uses ................ (130j 1,686j (4448) 1( 9,840) 681) 22.785) 28,699 Fund balances at beginning of year, as previously reported..... .................... 5,305 10,570 9,988 94,954 1,221 122,038 102.823 Reclassification of loan ........ - - - - (9,484) Fund balances at beginning of year, as reclassified :..... 5,305 10,570 9,988 94,954 1,221 122,038 93,339 Equity transfer from (to) otherfunds .......... -- 119 - -_ (119) -- - Fund balances at end of year ................ $ 5,175 $ 9,003 $ 9,540 $74,995 $ > ' 540 $ 99,253 $122,038 See accomparriing notes to the financial statements. 13 91- 21 a ,,00i1 oawnwll l_ .. _ Debt 8grulcoli ) FsvwabW �savorob�ie Actual (Untavmbie) BWO*t Actual IUntevoreble) "A94 ;$ 1,612 $ 18 $24,299 $ 24,71b $ 411 I:17b 34,929 (1,241) _— -- -- 1A 27 14,246 (4,881) 3,721 3,629 (92) .- — 1,835 2,093 258 49* 1,358 1,007 1,650 387 (1,263) ib75 710 (365) 300 356 56 52,763 (5,462) 31,805 31,175 1630) ) "37 3,681 4,666 1 �742 ' 12.627 (885) 4t�984 1,292 92 — — -- 2c163 2,100 53 548 518 30 12,006 12,011 (5) w — 14,540 17,005 (2,485) — 23 �16 19,700 3,916 27,094 29,534 (2,440) — `4:899 33,053 (1,546) 4,711 _ 1__641 (3,070). cl r'Y OF MIAMI, FLORIDA COMBINED STATEMENT Of REVENUES. "PEN998 AND OHANG98 IN FUND 9QU"Y ALL PROPRIETARY,FUND TYPES AND PENSION TNUS't FUNDS FOR THE YEAR EN090 SEpTEMBER 30, 1990 (in twussn&) Pund TO" �ldudsry Propri+rtsrl► Kurd Errt :! s3er�At� Trust Operating revenues: Charges for services ........ ... .......... $ 48,094 $15,738 . - $, 72,191 Contributions from employers [Note 12) .......... - Contributions from employees and retirees 14,209 [Note 12). ......••• - _ Realized gain (loss) on sale of investments ........ - 3,337 Interest and dividends ......................... --_ 48.094 15,736 52 .52 06,7 $6 Total operating revenues ..................... Operating expenses: Personal services 31,065 9 283 1,488 ............................. Contractual services ........................... 7.090 487 1,314 3,031 - - Materials and supplies ......................... - 31,443 Benefit payments ............................. - - 2,437 Refunds ..................................... Utilities ...................................... - 1.377 1.746 - Intragovemmental charges ..................... Other ....................................... 3.462 10,451 - 458_ '- - Total operating expenses ..................... 53,922 15,832 35,368 Operating income (loss) before depreciation (5,828) (96) 51,384 expense ................................. Depreciation expense ........................... 5.144 3,340 - Operating income (loss) ...................... (10.972) (3,436► 51,384 Non -operating revenues (expenses): Interest income ............................... 1,604 356 - Interest and fiscal charges ...................... (8,249) (586) - Other ....................................... 609 63 25 Net non -operating revenue (expenses) .......... (6.036) (167) 25 Income (loss) before operating transfers ........ (17.008) , (3,603) `51,409 Operating transfers in ........................... 17.425 4,431 - Operating transfers out .......................... (7,366) (749} - Net operating transfers ....................... 10.059 3.682 Income (loss) before extraordinary item ......... (6,949) 79 51.409 Extraordinary item -loss on debt refinancing [Note 8(g)] ................................... (1.280j Net income (loss) ........................... (8,229) 79 51.409 Retained eamings (deficit) at beginning of year, as previously reported ............................ (24.204) (2,148) 541.579 Reclassification of loan .......................... - - Retained earnings (deficit) at beginning of year. as reclassified .................................. (24. J2.148) 541,579 Retained eamings (deficit) at end of year ........... (32.433) (2,069) 592.988 Contributed capital at beginning of year ............ 74.778 9.462 - Contributions from other govern nts .......... 150 -- Contributions from other fur>�ds .............. 502 984 - Contributed capital at end of year ................. 75,430 1010,448 -' Total fund ........................ equity - .. S 42.997 _ 18.377 $592.988 See a=ompwWV na`tes toto finer MI statements. . ! B-12 UNIDO � 1990 $ 63,830 $ E 22,191 14,209 17.015 33,337 150,682 _1� 41.826 41,E 8.404 6,71 3,518 3, 31,443 29,0' 2.437. 2,0 3,123 • 3,0; 3.462 3,2 10,909 12,8' 105,122 1017 45.460 42,0 8,484 8,1 36,976 33,3' 1,960 1iA' (8,) (9,11 697 2,4' (6,178) j4,91 30,798 28.41 21,856 232 8,115) (6,0 13,741 170 44,539 45,5, (1,280) 43,259 45,g 515.227 474.6' - (4.9; 515.227 469,6 558.486 515,Z 84.240 77,5, 150 W 1.486 85,876 _ 5,7' _ 84.2j $644,362 $599.41 9f- EXHIBIT V CITY OF_MIAMI, FLORIbA COMBINED STATEMENT' OF CHANGES IN FINANCIAL POSITION ALL PFIOPfkIETAgY FUND TYPES AND PENSION tI USt FUNDS FOR THE YEAR ENDED SEptEMen 30, 1990 (in thousands) Proprlotary Purrid Pldur iaiy Totsis u_ types Fut1d Typos (Nietnoerinduri� OriW).. Internbl pension Enterprise eonAc0 Trutt 1990 t B89 Working.capital provided (used) by: operations: Incorne (loss) before extraordinary item ... • , $ (6,949) $ 79 $61,409 $ 44,639 $ 46.647 Itdms riot requiring current outlays of working capital: Depreciation, amortization and bond accretion 6,863 3,424 --- 10,287 10,167 . s,.. 'Loss on dispositions of,property, plant and equipment..........................436 998 435 -- _-- Total provided by operations before exxtraordinary stem . 349 3,503 51_409 55,261 56,710 Extraordinary item -loss on debt refinancing .... (1,280) (1,280) 'total provided (used) by operations ........ (931) 3,503 51,409 53,981 66,710 Other: Decrease (increase) in restricted accounts 8,184 857 - 9,041 (13,176) }F Contributions and equity transfers, net ........ 652 984 - 1,636 6,694 Proceeds from' long term debt............. 16,952 - - 18,952 26,727 Total ............................ 24,857 6,344 51,409 81,610 75,955 Working capital applied to: Additions of property, plant and equipment...: 5,475 2,369 - 7,844 18,616. Reduction of debt. . , ....... 18,772 2,335 21,107 2,776 Increase (decrease) in bond discount.....:... 700 -- -700 64 (76 39 Decrease in other liabilities ................. 64 - - Increase (decrease) in other assets, net ........ (239) - - (239) 495 Total ................................ 24,772 4,704 - 29,476 21,949 Increase in working capital ........ . ........ $ 85 $ 640 $51,409 $ 52,134 $ 54,006 Summary of increases (decreases) in working t 'ital- �:Ca' and investments $ (389) $ 88 - (301) $ 3,217 46,875 46,875 54.440 Pension investments ....................... - - 7.439 0,128 2,125 -Addounts receivable, net ..:.......... ... - .. • ... 689 Cue from other funds. . . .. O , 965) 289 (72) . 1139) 748) 2,773` Inventories ..: ..... .................. 123 3 - 126) 82 _ Pre aide rises . 1 139) - - 873 Accounts s payable and accrued expenses .....: • 1 656 (791) 1_757 11760 (4 738 Due to other funds . ............. . 2:447 (6,042� Deposits refundable . ... (1) - - t; - - (4,590) (4,5901 1,110 Payable for securities purchased ..:,:.: • (751) - - 761 12 Deferred revenue (420) 4201 -335 current portion of certificate'of participption ... - . Increase in working capital ....... .......... $ 85 $ 640 $51,409 $ 52°134 $ 54;006 tx ' See accompanying notes to financial statements., 3 1 8-13 �d ty of Mlarnit Florida Aes to Financial Statements agoncy agreement with the City by providing financial o assistance to entrepreneurs and thus fosters City-wide ertd neighborhood economic development, MCDI's ,Hoops of services is not limited solely to the City limits and the City Commission has limited ability to influence operations or the appointment of MCDI's Board of Di- rectors, representing principally the private business and Financial community. I' HEALTH FACILITIES AUTHORITY ("HFA")—The HFA fi is an agency established by State Statute to issue reve- -nue bonds. Such debt is not an obligation of the City. The HFA.has no significant operations other then the ASsuance of such debt. MIAMI POLICE AND FIRE FIGHTERS' RELIEF AND PENSION FUNDS --These money purchase benefit 'plans, established under Florida State Statutes Sec- tions 176 and 185 are funded solely by certain excise : Ztaxes collected by the State of Florida. The City has no #financial oversight responsibility for these plans, nor are 7 `'plan benefits financially integrated with those provided under the City's FIPO Trust. Boards of Trustees are in- dependent of the City Commission (See Note 12(f)), B Basis of Presentation The financial transactions of the City are recorded in individ- ual funds and account groups. Each is accounted for by providing a separate set of self -balancing accounts that `.comprise its assets, liabilities, reserves, fund equity, reve- nues and expenditures or expenses and other financing sources or uses. The various funds and account groups are reported by generic classification within the financial state- ttrients. The" following fund types and account groups are used by - the' pity: Governmental Funds Govemmental funds are those through which most govem- . mentai functions of the City are financed. The acquisition, use`and balances of the City's expendable financial re- sources and the related current liabilities (except those ac- bounted for in proprietary funds) are accounted for through governmental funds. The following are the City's govem- mentaf. fund types: ,General Fund —The General fund is the general operating Aind:;lt is used to account for all financial resources except those required to be accounted for in another fund. Special Revenue Funds --Special revenue funds are used .WaccountJor the proceeds of specific revenue sources (other than expendable trusts or major capital projects) that ere legallyrestricted to expenditures for specified purposes. B-15 Debt Service Funds ---Debt service funds are used to ac- count for the accumulation of resources for, and the pay- ment of, general long-term debt principal, interest and relat- ed costs. Capital Projects Funds ---Capital projects funds are used to account for financial resources to be used for the acquisi- tion or construction of major capital facilities (other than those financed by proprietary funds). Proprietary Funds Proprietary funds are used to account for the City's organi- zations and activities which are similar to those often found in the private sector. This means that all assets, liabilities, equities, revenues, and expenses relater.) to the City's busi- ness activities —where net income and capital maintenance are measured --are accounted for through proprietary funds. Enterprise Funds —Enterprise funds are used to account for operations: • that are financed and operated in a manner similar to private business enterprises --where the interest of the City is that the costs of providing goods or ser- vices to the general public on a continuing basis be financed or recovered primarily through user charges; or • where the City has decided that periodic determina- tion of revenues earned, expenses incurred, and/or net income is appropriate for capital maintenance, public policy, management control, accountability, or , other purposes. Certain enterprise funds have historically operated at a loss and have required operating subsidies from the General'.' fund. If future operations are not sufficient to offset these deficits, the City will continue to support these activities, from the General fund or other discretionary funds (See ; Note 9). Internal Service Funds —Internal service funds; are used to account for the financing of goods or services provided by one department or agency to other departments or agen- cies of the City, -on a cost -reimbursement basis. Fiduciary Funds Trust and Agency Funds --Trust and agency, funds are ; used to account for assets held by the City,in a Trustee ca pacity, or as an agent for individuals, private organizations, other -governments, and/or other funds. These include ex-, pendable trust, pension trusts, and agency funds. The , City's expendable trust funds (Self -Insurance and Pension Administration) are accounted for in essentially the same manner as governmental funds.. Pension trust funds (FIPO and GESE) are accounted for in essentially the =sameman- " ner. as proprietary funds since capital' maintenance is `criti-. cal. The City's agency funds are custodial in nature (assets City of Miami, Florida Notes to Financial Statements »s) and to art fir ftuarm of a t a4a T,V l and assets held Undw three dotomd c mpet"Im plang for Certain orripbVe . Account Groups Accrnrnt Groups are used to remk*sh accounfnV CM#d and trcxxxmtabitity for the CiWS general assets and the XrOT AItumd papal of its generg long -terra d*gabons- T e two soccurnt groups are not funds. They do rxA retleGt a�tskobW fm rc W resources and raiated Mies --but are accoun" records of the general fb*d asset$ and g "g-harm obiigatlotss. G@nerat Fbmd U --This account pup is used to ac- count for al Ned assets of the City. other than those aC- ookinted $or in the end ante intetrW eemm kinds. General Tong -Terre Data--i?» account group is used to &mount for the long-term pontm of dwns payable, ac trued moansatad absenom. W s$ pwc tese obigWions am twntaruer)g pnricai beWx* d- long-term dahl. other INv% r+vsnue and spy obligation borids p and oth- er k- rhg-7e' m kab*Ms recorded in it* w t@misa 'ftl xbs and Internal ser\ kDe f xKt, Totals Merrsarandurrl Oilitr—Arri0tM in the --TOUAS rx"ndum Onty}" oobjrr,= In the cornbeted U ar=l �tatas� * is feprwn+ a surnrf: son *j the +*'`W sx&Wr*M tm Owns of Ve trod types and SMOM Woups and am Wesented •ior ar%OA" purposes - The sunwneum rsdkvias fund Typesand scoou= groups #tsar wlw%r r�.yhm Sda�w4e '�Rsi�Fi�t,Fen eb��r��e��{ted a7-od thee C4 .!"fin .•Arnxmts loll,R,3,,,prri..N'KAd.:••.v9sctt .J not an asm in the us" t$n.OB_ CaXLCecR*n*. arnounts ski in t* -Tim ernolrandurn tints*' orksms are not coirrparaW lo a oomaklatim arsd do rsat iepmwe the tarsi vesources,�a $- s•.h�i,e o total nB�Aerdiss and i,[ She wFy - C� Book 40 Thaw' 1*Q$%d fkw%oW Q vasunentW piked To a twW v. 33avwrw*d by its mastwwwaiacus, AN POverronaraw {tr� W%d 'eqxmd" hest iunds we ak ompoed too, us;ng a currem finwimal vasouicas 3 - ir*m ? , Wth Vvs rre suf a Mai lacus, o* CWrem 8g- zts and cunt habAfts gerwagy an wv*s tad on I* sank and *Av4diev W Art.,id � 'ti.Q., �rw and f'3wt'..,,,,.,cft visso In ester zxjrvw asserb- .!'t. t t:' p ' i E ' !..'Lilt cWMM glo reumd eaMOVOwTvorwm. Srcrprietarr nA trre apWatrrig rr+rarrts s 1e:g•.- rxres) OVWeeQ in net toW assm. 846 (1) WSW Ac&UM ►!•r 1 1 • ! - _•F.;. e . ! s ti is-.y f' cre'a ! f t:. c.►l a ::F . _ s aE g I::e !:►: -e•t ':-,tea t1. _.rf f::r .i. :.w.:.: :tF - F sit 'fe:. 3 ::f • ,r." °� ::! _ •- f' r :.:. 1, !' -tt t: 'F.: ! It t F 1..IF': ',: [ 4 •e ale r .t i S VW1 r :e t ZIP •r LID. f ,• ,t :(.: i ! 14 ;:t ': 'rut f': t' r.' s 780-Or r an ±b6�e 1 City of Miami, Florida Notes to Financial Statements b budgr tatry Polley 11), budg&t Polley 4he City Commission annually adopts the budget ordi- nance for all governmental funds of the City, except for the following funds: Other Special Revenue Funds MSEA Subordinate Obligation Note Debt Service Fund •, MSEA Special Obligation Bonds Debt Service Fund • All Capital projects funds (budgets are adopted on a project basis) Annual operating budgets are adopted on a basis sub- giantially consistent with generally accepted account- ing principles (GAAP) except that budgetary compari- sons for the General fund include encumbrances as expenditures. In prior years, certain activity within the MSFA Special Revenue fund related to the Miami Arena operations was not included within the administrative budget and certain receivables of DDA had been written off and the advance from the City recorded as a liability. Adjustments necessary to compare the results of oper- ations in the special revenue and debt service funds as :r presented in the Combined Statement of Revenues, Expenditures and Changes in Fund Balances (Exhibit 11) ',to that presented in the Combined Statement of Reve- nues, .Expenditures and Changes in Fund Balance — Budget and Actual (Exhibit 111) are as follows (in thousands): Excess t (Deficiency) of Revenues and Other Financing Sources Over Expenditures Fund and Other Balance r Financing Sepptember ` Special Revenue Funds Uses 30, 1990 a ;k Actual --Exhibit 11...... , $(1,686) $ 9,003 r Plus (less) funds not budgeted: Other Funds 1,520 (1,249) -Plus net effect of MSEA 672 activity not budgeted — Plus net effect of DDA write off of receivable and advance from City 125 recorded as liability.... -- Actual --Exhibit III ...... $ (166) $ 8,451 Excess (Detidenayy t►f Revenues and Other Flnscas Orrcirtg Soun ver Expenditures Fund and Other Balance Finattetng adot6ftw Spectel.Revenue Funds Uses 30�,1990 Debt Urvibe Funds Actual --Exhibit 11....... $ (448) $ 9.IAO Plus (less) Funds not Bud gg�ted: MSEA Subordinate Obligation Debt, , ... 83 (1) MSEA Special Obligation Bonds.......,.... 292 (7,667) Actual --Exhibit III ...... $ (73) $ 1872 In addition, capital project funds are budgeted,on a to- tal project basis for which annual budgets are not avail- able. The City also adopts non -appropriated operating budg- ets for the proprietary funds substantially on a GAAP basis, with certain exceptions. Such exceptions in- clude: • Debt principal payments are budgeted as debt ser- vice. The portion of debt service representing princi- pal payments reduces the related liability on a GAAP basis. • Certain non -operating expenditures for capital outlays are not budgeted, (2) Budget —legal Compliance The City follows these procedures in establishing the budgetary date reflected in the financial statements: • Prior to August 31 st, the City Manager submits to the City Commission a proposed operating budget for the fiscal year commencing the upcoming October 1 at. The operating budget includes proposed expendi- tures and the means of financing them. • Public hearings are conducted to obtain taxpayer comments. • Prior to October 1st, the budget is legally enacted through passage of an ordinance. • Overall changes to the adopted budget must be ap- proved by a majority vote of the Commission. • Generally, the Commission and City Manager',may.` transfer among departments any part of an unencum-, — bared balance of an appropriation to a.purpose for. which an appropriation for the current year , has proved insufficient. 'At the close of each fiscal. year; B-17 t,6 9i- 2,i5 City of Miami, Florida Notes to Financial Statements the unencumbered balance of each appropriation re- verts to the fund from which it was appropriated and is subject to future appropriations. • Budgets are monitored at varying levels of classifica- tion detail, however, budgetary control is legally maintained at the fund level except for the General fund, which is maintained at the departmental level. Budgeted amounts in the accompanying financial statements are as originally adopted, or as amended by the City Commission and City Manager throughout the year. During the year, supplementary appropriations were approved totaling approximately $22.5 million in- cluding approximately $15 million related to the sale and repayment of Tax Anticipation Notes, Series 1989. (3) Encumbrances Encumbrance accounting, under which purchase or- ders, contracts, and other commitments for the expen- diture of monies are recorded in order to reserve that portion of the applicable appropriation, is employed in the General and Capital projects funds. On the non- GAAP budgetary basis, encumbrances are recorded as expenditures of the current year. On a GAAP basis, en- cumbrances outstanding at year-end are reported as reservations of fund balance since they do not consti- tute expenditures or liabilities since the commitments will be honored during the subsequent year. (4) Excess of Expenditures Over Appropriations In Individual Funds The following funds incurred an excess of expenditures over appropriations for the fiscal year ended September 30, 1990 (in thousands): Special Revenue Funds: • Community Development ......... $ 885 • Cable T.V....................... 33 • Metro -Dade Tourist Tax........... 69 Debt Service Funds: • Other Special Obligation Bonds .... 2,469 E. Pooled Cash and Investments The City maintains an accounting system in which substan- tially all cash, investments and accrued interest are record- ed and maintained in a separate group of accounts. All such cash and investments, including accrued interest, are re- flected as pooled cash and investments. Investments are stated at cost or amortized cost, which approximates mar- ket. All investments consist of U.S. governmental obliga- tions and prime commercial paper. Interest income is allo- cated based upon the approximate proportionate balances of each fund's equity in pooled cash and investments. No interest is charged to funds having deficit balances. O Individual fund overdrafts (deficit pooled cash accounts) have been reported as an interfund payable in the respec- We fund with an offsetting interfund receivable reported, in another fund (See Note 5). The funds listed below main- tained separate cash and investment balances and are re- corded as "Other cash and investments" in the ecdompa- nying financial statements. In addition. certain. other City funds maintain separate restricted cash and investment ac- counts in compliance with debt requirements (See Notes 4 and 8). • Miami Sports and Exhibition Authority Special Reve- nue Fund • Downtown Development Authority Special Revenue Fund • Special Obligation Bonds Debt Service Fund (MSEA) • Subordinate Obligation Note Debt Service Fund (MSEA) • Miami Arena Capital Projects Fund (MSEA) • Exhibition Expansion Capital Projects Fund (MSEA) • Off -Street Parking Enterprise Fund • G & 0 Enterprise Fund • FIPO Pension Trust Fund • GESE Pension Trust Fund • Deferred Compensation Agency Fund F. Pension Investments Pension investments for the FIPO and GESE Trust Funds are carried at cost. Debt securities are adjusted for amorti- zation of premiums and discounts. Premiums and discounts are amortized using the straight-line basis over the life of the investment. Approximate market value of investments are determined as follows: • Securities traded on a national securities exchange are valued at the last reported sales prices on the last business day of the fiscal year; • Securities traded in the over-the-counter market and listed securities for which no sale was reported on that date are valued at the last reported bid price; • Commercial paper and money market funds are val- ued at cost which approximates market. Investment policy is determined by the Boards of Trustees and is implemented by outside investment advisors. Invest- ment advisors use the following guidelines: FIPO: • Bonds, notes or other obligations of the United States Government and its agencies and in bank cer- tificates of deposit, B-18 o � 91- 2 y ty of Miami, Florida es to Financial Statements +'Corporate common stock, preferred stock, converti- § � ble debentures (subject to 5% limitation for any one entity of the equity portfolio and provided the aggre- gate of does not exceed 1 percent of total outstanding capital stock of any one corporation), .l Notes collateralized by first mortgages on real proper- ty or guaranteed by the Federal Housing Administra- ;,�., -`. tion or the Veterans Administration, y}_ Corporate interest bearing obligations, + Venture capital, private placements and letter stocks, + Rdal estate, financial institutional futures, listed op- tions and stock index futures. ""All of the above investments are subject to the following ag- :; Oregate portfolio limitations based upon cost at time of "purchase: equities (65%), fixed income (65%), real estate {ih), venture capital (5%) and all other. types of invest - 'rents (10%). tl5�: • Unlimited investments in bonds, notes or other obli- gations of the United States Government and its agencies and in bank certificates of deposit. • Individual investments in the following cannot exceed 10% of the funds available for investments: •• Corporate common stock, preferred stock, con- vertible debentures (provided the aggregate in- vestment does not exceed 3 percent of total out- standing capital stock of any one corporation) • • Notes collateralized by first mortgages on real property or guaranteed by the Federal Housing Administration or the Veterans Administration •• Corporate interest bearing obligations Purchases and sales of securities are reflected on a trade -'date basis. Gain or loss on sales of securities is based on `:averagecost. inventories ;Inventories are only significant to and reported in proprietary fun'ds..lnventories are valued at the lower of cost (first -in, first -out basis) or net realizable value. Inventory in the inter- 0 service funds consists of expendable supplies held for 'cons,umption. H. Restricted Assets "Certairi proceeds of bonds, notes and loans, as well as cer- ;;' tain.Tesources set aside for their repayment are classified as 'restricted dash and investments as their use is limited by ap- Rl cable bond covenants. B-1 1. Accumulated Unpaid Vacation, Sick Pay, and Other Employee Benefit Amounts Under terms of Civil Service regulations, labor contracts and administrative policy, City amployees are granted vacation and sick leave in varying arnounts. Additionally, certain dver- time hours can be accrued and carried forward as earned time off. Unused vacation and sick time is payable upon separation from service, subject to various limitations depending upon the employee's seniority and civil service classification. The City has significantly decreased accumulated vacation time earned in prior years by buying out such time from employ- ees, and by limiting the accumulation of current year's earned vacation time. Accumulated unpaid compensated absences are accrued when earned in the governmental and proprietary funds, with the long-term portion of govem- mental funds' liability being recorded in the general long- term account group. J. Intragovemmental Allocation of Administrative Ex- penses The General fund charges other funds for certain adminis- trative expenses including accounting, legal, data process- ing, personnel administration, engineering and other ser- vices. A brief description of the major components of such charges are as follows: • Project Management. The Public Works Depart- ment charges major capital improvement projects of the City for design, survey and inspection services. These charges are based on direct labor charges plus an overhead factor for administrative expenses of the engineering division, and totaled approximately $1,794,000 for fiscal 1990. • Indirect Cost Allocation. The General fund charges other funds for general and administrative expenses. Such charges approximated $393,000 ,for fiscal 1990. K. Bond Discount and Issuance Costs Discounts on revenue and special obligation bonds payable within the proprietary funds are amortized using the interest method over the life of the bonds. Bond issuance costs are capitalized and amortized on a straight-line basis over the life of the bonds. L. Property, Plant and, Equipment Property, plant and equipment used in governmental fund type operations, (general fixed assets) are accounted for in the general fixed assets account group. Public domain -("In- frastructure") general, faxed assets consisting of certain im- provements other than buildings, including roads, bridges, curbs and gutters, streets and sidewalks, drainage systems, and lighting systems are capitalized together with . other 3 Ica .9i 215 0 City of Miami), Florida Notes to 1`111nanclial Statements general fixed assets. No depreciation has been provided on general fixed assets. AM prop", Plant and equipment we valued at Waca cost or estirriated historical cost. Donated Prop", Plant and equipment we valued at their estimated fair market value on the date received. Deprecation of an ext&austible fixed assets used by the Pro- prietary funds is charged as expense against their Opera- tKnS. Depreciation has been provided over the estimated useful lives using the straight -fine method. The estimated useful lives; are as follows: • Buildings and I;Tlpratements .......... 30-50 years • Machirlery and Equipment ............ 4-20 years • Improvements other than Buildings ..... 10-20 years Interest costs associated with enterprise fund borrowings trevenue bonds) used V. construction protects are capital- tzed during the current period as pan of the cost of the as- sets. net of related interest earned on unexpended portions of such borromngs. During 1990. no such interest was capitalized. M. Inteffund Transactions Quasi -external transactions are accounted for as fund reve- nues. e)pend-cures or expenses (as appropriate). AN in- terfund transactions OMW advances. quasi-wdem8l trans- actions and reimbursements are accounted for as transfers. Nonrecurring or nonroutine transfers of equity between funds are considered equity vanslers. AN cew interfund transactions are treated as operating transfers. N. Deferred Compensation The City offers its employees three deferred compensation plans created in accordance with Internal Revenue Code Section 457 that permit the deferral of a portion of an ern- plcii,ee's salary until future years. The deferred compertsa- tion is not available to employees until termination. retire- ment. death, or unforeseeable emergency. Membership in one plan is limited to key management per- sonnel. while the other plans are open to all City employees. The plans are 1htrided through ernploVee payroll deductions. AN contributions are paid to outside fiduckvY agents- How- ever. all amounts of compensation deferred under the plans. all property and rights purchased with those amounts. and all income attributable to those amounts. property. or rights are (until paid or made available 10 the empWm or O#w beriefictary) solely the property and rights of the City (without being restricted to the provisions of ben- efits under the plan). subject only to the claims of the Ws general creditors. Participants' rights under the plan are equal to those of general creditors of the City in an amount equal to the fair market value of the deferred account for each participant. The City records its deferred corripensation Plans in an agency fund. Deferred cortOWISSitim Plan assets are car riled at rnstW 0. Fund Equfty CormWed c%XW r. necoirded in propinetaly hxxls ft ham receryed CVW Wants or conu*Kdxm from deVekip. ens, Customers or other kinds. Reserves represent thoise portions,Df hind balarm w4lich are either not available fat appropriations or are Wg* segregmed for a specific use. Desolated fund balances represent terT?abve plans far fu- Wre use of finarx;jd msources- P. Conipwative DAM Comparative total data for the prior yew has been presented in the accompar"t ng firlaricud statements in or- der to provide an understanding of changes in the City's fi- nancial position and operations. However. comparative data has not been presented in all statements as their inclusim would male certain statements unduly complex a difficult to understand. Certain comparative total data for the prior year has been reclassified to conform to the 19W present' tation. 3. PROPERTY TAX Property taxes are levied On January 1 st and are Payable an November 1st. with discounts allowed of one to four per- cent if paid prior to March 1 st of the following caW'ft year Taxpayers also have the option Of PaYIng their taxes In advance in equal quarterly payments based an the prior year's tax assessment with quarterly discounts varying be- tween 2% and 696- AN Unpaid taxes an real and personal p-OpWW become delincluent an April 1 st and bear interest at 18% until a tax sale certificate is sold at auction. Dade County bills and collects all property taxes for the City. and sells tax certificates for delinquerlt taxes. The assessed value of property. as estabWied by the Dade County Assessor of Property, at January 1. 1989. upon which the 1989-1990 levy was based, was appro4nately S I 0.533.383,ODD. The City is permitted by Article 7, See - Lion 8 of the Florida Constitution to levy tams up 110 S10 Per S 1.000 of assessed valuation for general govemnlental ser- vices o9w than the payment of principal and intetw an general obligation long-term debt- In adclition. urilirnited amounts may be levied for the payment of principal and in- terest on general obligation long-term debt. subtext to a lirn- nation on the amouint of debt outstanding. The tax fate to fina-vice general goverrornental services (other than the pay rent of principal and interest on general obligation laW term debt) for the year eroded September 30. 1990, was 59_5995 per $1.000. The debt service tax rate for the same period was 52_3381 per $1.000. Property taxes receivable as of #le end of time fiscal Vow. representing collections within 60.days subsequent to Sep- tember 30. for billings dough the fiscal year then wded amounted to appaciiwely 53.050.000 and SO 11.000 for the general and debt service kxxh-.. respectively. B-20 91— 215 PR IW of Miami, Florida cs to Financial Staternernts k r r IN 0*0LE0 C48H AND IWeSTMtNts - HrS"I`RICTED AND OTHen CASH AND INVegirMENTS 1t September 30, 1990, the City's non -pension +rash `and investments consisted of the following (in thousands): Equity in pooled cash ,0,650 Other cash and investments+ . Restricted cash a investments ....................................... 62,237 . nd k `Total ............................................ $1g3s331' Investments .:.................. $158,231 Deposits ................ Accrued interest ... 4,210 ............... 1,396 Total non -pension cash and investments .............. $163,837 bepogfts z The City's''bank deposits at September 30, 1990 were as follows (in thousands): Carrylnp Balance. Anmunt Per Banks Demand deposits ...................................... $(2,278) $ 3,867 Time deposits ......................................... 6,488 6,488 F Total .. ...... . ................. $ 4,210 $10,365 All time and demand deposits are held in banking institutions approved by the State Treasurer of the State of Florida, to hold public funds. Under the Florida Statutes Chapter 280, "Florida Security for Pubic Deposits Act", the State Treasurer requires all qualified public depositories to deposit with the Treasurer or another banking institution eligible collateral equal to from,I; " to 126% of the average daily balance for each month of all public deposits in excess of any applicable deposit insurance held. The percentage of eligible collateral (generally, U.S. Governmental and agency securities, state or local government debt, or corporate bonds) to public deposits is dependent upon the depository's financial history and its compliance with Chapter 280. In the event of a failure of a qualified public depository, the remaining public depositories would be responsible for covering any resulting losses. Accordingly, all cash and time deposits held by banks can be classified as category one credit risk as defined in GASB Statement No. 3 which means they are fully insured or collateralized. Investments ,The City Code authorizes the Director of Finance to purchase and invest idle funds prudentIVin bonds and obligations of agen -ties of the United States, provided such are guaranteed by the United States or by the issuing agency; general obligations of . tstes, municipalities, school districts, or other political subdivisions; revenue and excise tax bonds of the various municipali- -; ties, of the State of Florida, provided none of such securities has been in default within five yearsprior to date of purchase*, negotiable certificates of deposit; bankers acceptance drafts; and prime commercial paper. investments are categorized to give an indication of the level of risk assumed by the entity at year-end. The three categories of risk are as follows: (1) Insured or registered, or securities held by the entity or its agent in the entity's name; (2) Uninsured and unregistered, with securities held by the counterparty's trust department or agent in the entity's name; and (3) Uninsured and unregistered, with securities held by the counterparty, or by its trust department or agent but not in . the' entity's name. 3 B-21 91... 215� ey n City of Mamie Florida Notes to Financial Statements The Clty's investhients consisted of the following at September 30, 199C1 and m bi ssr etl as fibllows tin non -pension r: thousands): Credit Wik Oatory _ - tarsi U.S. Treasury Notes and Bills ............ $37,537 $ 7.754 ;$1,OU0 $48,291 i 46, its f U.S. Agency Securities .............. 18,126 19,851 2,000 39, 7 3�,j, Short -Term Commercial Paper ........... -- 20,980 - 1,947 22.927 � 0 Municipal bonds - -- 1 000 1,000 1,C ....................... Corporate bonds ....................... - -- 2,947 2,947 2,968 Totals ....... . ................ $76,643 $27,406 $8,8 4 8 112,942 112 746. Short Term Investment Pool . . ........... 20,394 20,393 Deferred Compensation Plan Assets ....... 24,895 24,895 Totals ....................... $158,231 $158,033 t : ? ti Investments held by the City's pension plans consisted of the following at September 30, 1990 and are classified as follows (in thousands): Credit Wak Category Total Carrying Market t -- 2 3 Amount Value 1 U.S. Government and Agency Obligations .................... $1.86,419 $11,299 - $197,718 z $196,134 Corporate Stocks ..... ........... ... 267,943 - 287,943 262,994 Corporate Bonds.......... ............... 49,655 -- -- 49.655 . 47.877 Y Commercial Paper ....................... 5,658 - --- 5,658 5,617 Totals ........................... $509,675 $11.299 $- 520,974 512.622 :r Short Term Investment Pod .............. 63,516 60,256 ` Accrued Interest and Other ............... 5,438 5,437 Total Pension Investments .. , .. $589.928 $578;315 The investmentsin the short-term investment pools are not categorized because they are not evidenced by securtdes ttiat exist in physical or book entry form. t' 215 t �r. *of Miami, Florida to Financial Statements 1 s ui—vlo rro Otilit i FUNDS r11itwothet funds are loans from one fund to another for specific purposes. At September 30, 1990, the balance in dua Alter funds consisted of the following (in thousands):' Due troth Due td Fund Clther funds _ pit nds baw" I ,. General.......................�................ .>..`.. Special Revenue: 329 $ 4 Miami Sports and Exhibition Authority . 720- Downtown Development Authority .. 102 �3 ' Community Developt°nent'; ... .. �,331(1) 1"= .. .. Public Service Tax.... ; — 2,179 Othet�Funds ............ .. ,.. .............. �: .. . ................ 1.8000) ,._ Debt Service; s- - MSEA Special Obligation Bonds ... .. .................. — 720 3 Capital projects: Street Improvement .. .:....... 168 ,. Municipal Use ..... . .......... ................. — 102' Enterprise Funds:. Department of Off -Street Parking ......................... 744 — G & 0 Enterprise Fund ............. .................. — 650 Marine Stadium ........................................ 212 j Miami Stadium . .................. .. ....... — 607 Orange Bowl .. .....I ............................... — 123 A Convention Center ..................................... — 8 Marinas........................................... — 342 Exhibition Center .............. ......... .. ... 290(1) — GolfCourses ..... ... .. .......... ... .. Parking Garage .............. — 392(1) 278 91 fi i Building and Zoning ............. ............... .. 275(1) -- Solid Waste . Property and Lease Management .................. 70(1), 2,710 168 Internal Service: 17 Fleet Management :. . .............................. — A Property Maintenance .................................. — — — 614 PrintShop ............................................ Communication Services ................................ 1,600(1) — - Trust and Agency: 359 Pension Administration ................................ • • 369(1) 35 CableT.V....... .................................. Total........................................... $9,080 $9,080' (1) These amounts relate to loans to cover other funds deficits in pooled cash and investments. B-23 .., r 7r City of Miami, Florida Notes to Financial Statements S. OTHER RECEIVABLES Amounts due from other governments primarily represent amounts relating to grants awarded by other governmental agen- cies, and other receivables from state and local governments. As part of Its Community Development 131odk Grant program, the City issues single and multi -family housing rehabilitation loans to qualified residents. All repayments of the loans, which carry low interest rates, are to remain in the loan program. As collection of the loans is not assured, the loans are not recorded as receivables, but are maintained In the City's accounting system on a memorandum basis. As of September 30, 1990, rehabilitation loans outstanding totaled approximately $37,610,000. 7. PROPERTY, PLANT AND EQUIPMENT The following is a summary of changes in general fixed assets for the year ending September 30, 1090 (in thousands): Balance, AdfAtIons bollatloft Balafteo October 1. and and , Wihimbar 30, - 1989 Transfer* Transfers, 1990 Land ............................................. i81,123 $ 982 $ — $ 82,106 Building & Improvements ............................ 73,339 984 — 74,823 Machinery & Equipment.. ...................... 27,095 3,399 1.432, 29,062 Improvements Other than Buildings ................... 193,151 7,834 — 200,985 Construction in Progress ............................ 80,653 12,086 7,834 84.906 Total ........................................... $455,361 $25,285 $9,266 $471,380 -------------- See Note 13 for a discussion of the construction projects currently in progress. A summary of proprietary fund type property, plant and equipment at September 30, 1990 is as follows (in thousands): Internal Enterprise Service Land ........................... $ 18,687 $ — Buildings and Improvements ..... 143,129 4,408 Machinery and Equipment ......... 8,385 30,834 Construction in Progress .......... 30,194 — Total ....................... 200,395 35,242 Less Accumulated Depreciation .... (44,062) '(22,637 Net ............................ $156,333 $12,605 B-24, J. 91- ,it Y of Mlamlo Florida tas to Financial Statements AONIG-TERMI DEBT Ftangea in Lang -Term Debt F. btldvving is a summary of changes in long-term debt for the year ended September 30, 1990 (in thousands): .. dafMa Long -lean bam P" M on Ito d:fibt��.�� .� Y VDllOattafl a', t l�anarat ob II=Sa Note clatma Pay.bto other compamatad pwanua �niRIG{� and of arice et October 1, 1989 ... $197,660 _ $10b 46b $41,579 P"aw" Abuneaa $5,769 $16,580 Yotat $385,943 Bonds $88,043 Loan partigubn $43,520 $9,490 gwM,bonds and loans issued - -._. -_ 3,500 13,462 - ECtetion on Capital _Appreciation Bonds ........ -- - - ._ - -- 1,251 30 ' abt defeased ... ...... . - - �- - (13,100) s easa in lease payablea .... - (489►- crease in long-term claim liabilities .................. - -- 8,513 - --- 8,513 -- -- cresse in long-term accumulated unpaid 3 compensated absences ..:.. - 1,648 1.648 616t retired ................ (11,710) (908► - - - 12,618) (5,938): (301) stance at September 30, 1990 $185,840 $104,657 $50.092 $5,280 $17,228 $362,997 $86,858 $43,601 $7,675 Summary of Annual Debt Service Requirements he annual requirements for all bonds, notes, loans, certificates and, other payables outstanding as of September 30, 1990, icluding interest of $379,614,000 are as follows (in thousands): General Long -Term Debt Proprietary Fund Debt Revenue Certificates and General special Other of Special Obligation Obligation(1)(2) Payables Participation Obligation(2) 1991. $ 19,973 $" 10,115 $1,273 $2,815 $ 9,571 1992 24.167 10,248 1,273 5,576 10,`185 1993 22,693 12,428 1,273 - 10,702 1994 21,784 12,463 1,273 - 10,700 1995. 21,359 27,145 1,274 - 14,501 1996-2000 90,829 45,2b8 - - 51,,731" 2001-2005 67,245 46,726 - - 500573 2006-2010 29,332 40,597 - - 48,469 2011-2015 8,805 34,763 - - 30;286 2016-2020 - 12,928 - - - $306,187 $252,671 $6,366 $8,391 $236,718 "1) , Includes debt service on the Floating/Fixed Rate Special Obligation Bonds, the Subordinate Obligation Note, and the HUD loan at a rate of 7%. '(2) Includes accretion on the Capital Appreciation Bonds. k. B-25 91- e .i C. Summary of Long -Term bebt l�f $5,958,400 Section 108 HUD promissory Long-term debt at September 30, 1990 was comprised of note, interest to be paid annually at a variable . the following: rate; annual principal ppayments of $1,f386,000 (000) beginning in fiscal 1993 , ..... ... , ... 5,9b$ t3en oral and Speclal Obligation 136hds, Notes $39,075,000 Other Issues, maturing through and Lonna---Lonq•'rerm Debts 2014; interest et rates ranging from 3% to 11 % .......... _ 24,400 - $39,890,000—Public Parks and Recreation $290,397 Facilities Bonds; two issues, maturing through 2003; interest at rates ranging from 3.5% to 7.5% ....................... I ......... $ 14,465 Ftevonue and Spacial Obligation Bonds and ;. Other Debt—proptistary Funds: $8 750 000 Miami Sports and Exhibition Authority Floating/Fixed Subordinate Obligation Bonds, Series 1989 A, maturing various $16,175,000 Certificates of Participation, Series 1986, maturing through 1992; interest in amounts from 1991 through 2004; interest at rates ranging from 4.6% to 6.4% ........ $ 7,575 rates vary weekly as described above ....... 8,400 $5.500,000 Subordinated Parking System $4.290,000 Housing Special Obligation Bonds; issue, Revenue Bonds, $3,000,000 due in 1994, rate (10% at one maturing through 2006, interest at rates from 4.1 % to 7.4% ........ 3,820 interest at 81% of the prime September 30, 1990) and $2,000,000 due in 2006, interest at 6% through 1991, thereafter $6.600,000 Guaranteed Entitlement Revenue at 80% of the prime rate ..............:.. 6,000 - Bonds, Series 1989, maturing through 2009, interest Council rates ranging from 6.25% to 7% .... 6,335 $6.500,000 First Municipal Loan Pooled Loan Program, principal due in $22,605.000 General Obligation Refundingg Bonds, Series 1987. maturing througgh 2010; i interest from December 1995, interest at a calculated variable rate (6.95% at September 30. 1990) ,`-1,066 • rates ranging 6.8% to 7.4% .... 22,605 $38.355,000 General Obligation Refunding Bonds, Series 1986, 2014; $16,000,000 Florida League of Cities' First Municipal Loan; maturing through 1996, maturing througgh interest rates ranging from 4.5% to 7.7% .... 33,385 interest at variable rate (6.51% at September 30, 1990) .................... 16,000 $54,705,000—Sanitary Sewer Improvement Bonds; ten issues, maturing through 2014: $12,386,658 Government Center Parking Garage Refunding Special Obligation Bonds; interest at rates ranging from 3% to 11 % .... 25,695 maturing through 2007; interest at rates $31,060,000—Street and Highway ranging from 6.2% to 7.375% (The portion of the bonds issued in capital appreciation. bond Improvement Bonds; nine issues, maturing through 2014; interest at rates ranging from form had accreted value of approximately $30,000 as of September 30. 1990) ....... 3% to 11% ...................... 22 055 $36,765,000=Storm Sewer Improvement $16,275,000 Parking System Refunding' Bonds, Series 1986, maturing through 2009 Bonds; twelve issues, maturing through 2014; interest at rates ranging from 2.5% to 11 % 23,040 at varryy'�ngg rates of interest ranging from 4.25%' to 7.759� ............................. $36,645,000—Police Headquarters Improvement Bonds; eight issues, maturing $65,V1,325 Special Revenue Refunding Bonds, Series 1987, due in installments from through 2014; interest at rates ranging from 3% to 11 % approximately $630,000 to $5,490.000 ............................ 20,195 through 2015; interest at rates ranging from $38.000.000 Miami Sports and Exhibition ..5.25% to 7.30% (The portion of the bonds issued in capital appreciation bond form had Authority Floating/Fixed Rate Special Obligation Bonds, Series 1985, maturing in various;, from 1991 accreted value of approximately $2.96 million as of September 30, 1990) ............... amounts through 2015: interest rates vary weekly at 70% of prime rate (the prime rate was O% at September 30, 1990) $14.420.000 Sunshine State Governmental _ subject to adjustment under certain Financing Commission, maturing through 2015: interest at variable rate (5.96% at circumstances .......................... 38,000 September 30; 1990) ............... , .. . $13,210,900 Sunshine State Governmental Financing Commission, maturing through 2015: interest at variable rate (5.96% at Less Unamortized Bond Discount ....... . .......... September 30. 1990) ................... 12,044 i? $30,000,000 Rental Revenue Bonds, Series 1988, maturing through 2019: with interest at 30.000 } s J B-26 1- 12,417 15.195 66,663 14,119 138,034 (1.400) $136.634 Ir5 2 5 ltV of Miami, Florida ,`Notes to Financial Statements tutritnary of New Debt Issuances 1Z886,658 Special Obligation Refunding Bonds, Series 000-1n May 1990, the City sold $12,386,658 Special Obligation Refunding Bonds, Series 1990, with interest fetes_ between 6.2% and 7.375% to advance refund the 13,720,000 Special Obligation Bonds dated April 1, which carry interest rates between 5.626% and The proceeds from the Series 1990 Bonds (net of „ 00roximately $402,000 in issuance costs and original is- ue discount) were used to purchase U.S. Government se- burities which were deposited in an irrevocable trust with an `escrow agent to provide for all future debt service payments inn tha. Special Obligation Bonds dated April 1, 1985 (see .Note 8(g)). The Series 1990 bonds are made up of $11,095,000 in current interest form and $1,291,658 in ,.iiepital appreciation form. The Series 1990 bonds are col- ` latef l4ed by a pledge of net revenues of the Government Center Parking Garage and utilities services taxes collected 'by the City from the sale of water. $3,500,000 Subordinated Parking System Refunding Revenue Bonds, Series 1990. In April 1990, the City sold $3,500,000 Subordinated Parking System Refunding Rev- enue Bonds, Series 1990, with interest at 81 % of the prime ``rate. `The Series 1990 bonds are secured by DOSP parking revenues. $6,500,000 First Municipal Loan Council Pooled Loan Program. During 1989. DOSP and the City entered into a Participation agreement to draw up to $6,500,000 in fund- ing under the First Municipal Loan Council Pooled Loan Pro- grams sponsored by the Florida League of Cities. As of Sep- . tember 30, 1990, $1,065,000 had been drawn under such agreement. Amounts drawn bear interest at a calculat- `ed variable rate. The loan is secured by a pledge of DOSP `'-oarkinq revenues. E. Obligation under Capital Lease During 1989, the City entered into a capital lease to purchase• equipment totaling $5,769,000. Such costs have :;been recorded as capital outlay in the General fund. The ;,funding provided by the lease agreement was reflected as "other financing sources" recorded in the General fund. :The related capital lease obligation is in the General Long - ;,Term Debt account group. Future minimum lease payments under the lease as of September 30, 1990 are as follows: Amount Year ending: 1991 $1,273,000 1992 .......................... 1,273,000 1993 .......................... 1,273,000 1994 .......................... 1,273,000 '1995 .......................... 1,274,000 Total minimum lease payments .......... 6,366,000 Less amount representing interest at 7.15% 1,086,000 Present value of minimum lease payments $5,280,000 F. Synopsis of Bond Covenants The various bond indentures contain significant limitations and restrictions on annual debt service requirements, main- tenance of and flow of monies through various restricted ac- counts, minimum amounts to be maintained in various sink- ing funds, and minimum revenue bond coverages. A summary of major provisions and significant debt service re- quirements follows: General Obligation Bonds —Debt service is provided for by a tax levy on non-exempt property value and certain collec- tions of assessment liens from projects financed by pro- ceeds of such bonds. The total general obligation debt out- standing is limited by the City Charter to fifteen percent of the assessed non-exempt property value. At September 30, 1990, the statutory limitation for the City amounted to approximately $1,576,410,000 providing a debt margin of approximately $1,391,269,000 after consideration of the $185,840,000 of general obligation bonds outstanding at September 30, 1990, less approximately $699,000 availa- ble in the related debt service fund. General obligation bonds authorized but unissued at Sep- tember 30. 1990, totaled $42,500,000. $65,271,325 Special Revenue Refunding Bonds —Debt service is provided by a pledge of net revenues of the Con- vention Center/Garage, the pledged portion of the public service telecommunications tax revenues, and by a'cove- nant and agreement of the City to provide, to the extent necessary, revenues of the City, other than ad valorem property tax revenues, sufficient to makeup any deficiency in certain of the required restricted funds and accounts. Various funds and accounts held by the Trustee are re- quired to be maintained under the terms of the Trust Inden- ture pursuant to which the bonds were issued. Those funds or accounts pertaining to these provisions include the Reve- nue Fund, Bond Service Account, the Redemption Ac- count, the Reserve Account, the Construction Account, the Supplemental Reserve Fund, .the Renewal and Replace- ment Fund, and the Surplus Fund. The Trust Indenture provides that the gross `revenues of the Convention Center/Garage will be deposited, as received, with the Trustee to the credit of the Revenue Fund. The Trustee shall transfer from the Revenue Fund, on a monthly basis, all money remaining in the fund in excess of current expenses to the following accounts or funds in the following order: • to the Bond Service Account the amount, if any, re- quired so that the account balance shall equal the ac- crued aggregate debt service as of the last day of the month. Accrued aggregate debt service is equal to the sum of interest accrued and unpaid; principal in' stallments due and unpaid and the portion of principal installments for the series next due accrued to end of the month; B-27 rib 91- 215 City of Miami, Florida Notes to Financial Statements • to the Redemption Account, the amount, if any so that the account balance shall equal the ant of accrued aggregate debt service of amortization installments or portions titeof, as of the last day of the month in which the transfer is made; • to the Reserve Account, such amount, if any. of the balance remaning after making the deposits under the two preceding provisions, as may be required to make the amount then held for the credit of the Re- serve Account equal to the debt service reserve re- quirement as of the last day of the month; • to the Renewal and Replacement Fund, commencing on April 1. 1988. one -twelfth (1/ 12) of $100.000 and one -twelfth (1 / 12) of such additional amount, if any, which a consultant retained for such purpose in its latest written report prepared pursuant to the Trust Indenture shall have recommended; • to the Supplemental Reserve Fund, such amount, is arty, as may be required to make the amount then held for the credit of the Supplemental Reserve Fund equal to approximately S 1,500.000; • to the Surplus Fund. the balance. if any, of the amount so withdrawn. At September 30, 1990, the City had on deposit with the Trustee for these bonds approximately 54,348,000 inctud- ing accrued interest receivable, in the required restricted funds and accounts. in August 1990, the City obtained a reserve account surety bond in the amount of approximately 56,125,ODD to substitute the cash on deposit in the re- serve accounts. The released cash was used to fund ap- proximately 52,500,000 in expenses of the Miami Conven- tion Center with the rest being transferred to the general fund. S 16,275.000 Parking System Revenue Bortds (DOSP)— Debi service is payable solely from the revenues of the Off` Street Parking racrTrties. This issue (..Series 1986.1 con- sists of serial bonds payable in installments of S315$M to S 1,390,000 from 1988 through 2009. At September 30. 1990 the City had on deposit with the Tntstee for these bonds appro nmately $3.172.000 including accrued inter- est receivable in various reserve accononts. These accounts consist of the Parking System Fund (Revenue. Revenue and Replacement. and General Reserve accounts). and the Bond Fund (interest and Principal. Sinbrig fund, Resene. Redemption, and insurance and Condemnation Award Ac- counts). The nature, purpose and funding requirements of these funds and accounts are wndar to those described above relative to the Convention Center. $2.000.000 Suilordorated Parking SWerrn Revenue Bonds -In 1986, the City's Departm mint of Off Sbeet Park ing sold $2,000000 m Subordinated Bonds 10 provoe b nancing for pariong projects. interest on bonds is oornputed at 6% through 1991 and a variable rate based on SD% of 8-28 lM beginning in 1992. Bonds mature on 2006. g.OW Wo M9EA Special Obiigation Son&, si gonds are litrated special obtigat SportsMiami & Wtifxtion Authority (MSEA) and file so* from and secured by a pledge of (1) Mf>A'e cated portion of the 3% Convention Development T and collected in bade Cvurny. 01) investment certain reserve acxxwnts required to be rrtairrtatrted Trustee, and W from the date of original issuant a , Bonds through December 30. 1990 (except upon % er occurrence of certain events) from funds drawn" bank letter of credit in a stated amount equal to the amount of the Bonds plus 55 days interest thereon at terest rate of 12%. No funds were drawn on the Credit as of September 30, 1990. The bonds carry ble interest rate calculated weekly. During 1990, age rate on the bonds was 5.95%. The bonds vmm to provide funding for the c onstmnon of the MiJW (see Note 13). Upon issuance in December 1985, the proceeds dt Bonds, net of original issue discount of $512,000, distributed to various reserve funds and accounts Ite1d the Trustee in compliance with the provisions of tile'& Indenture. Those funds and accounts pertaining to th provisions include the Tax Fund, the Bond Interest w4p, cipal Accounts, the Debt Service Reserve Account, re placement Reserve Fund, the Maintenance fund, fe Ca talized interest Account and the Expense Account. PeW of convention development tax proceeds are to be dqx ed in the Tax Fund and distributed to the fofbvving ft A accounts as follows: • to the Interest Account, deposits to bring babrici 125% of the preceding interest payment pile b thud of the letter of credit fee due for the ensift cal quarter. or 100% of the ensuing interest pay m whichever is greater, • to the Principal Fund Aunt, deposits to bring ) ance on the business day prior to each int p merit equal to 125% of one-tweffth of the pdn#W brernent for the ensuing fiscal year, begun January 1, 1991; ' to the Debt Service Reserve Accomt. depom bring balance to $3.375.000 (fuity, funded at ba Wig): + to the MSEA's Operating Fund, 530,000 per non up to 5350,000 adjusted by the consumer Once i dex. • to tt�e Replacerent Reserve Fund, deposits 10 bra balance to $5.000,000 (fully funded in 1987): bm ever the recluked balanoe was amended $3-7O0,000 in 1988 and the excess of $13 rnN marred to tfte Miami Arena Capital Praje Fund); to the Authority for any of its iavvU purposes. 91- 216 11tV of Miami, Florida 6tes to Financial Statements ISA 78400 Certificates Of Ratticipation—Durng 1986, f City issued $ i 6, i 75,000 Certificates of Participation, 016 1086 (the "Certificates") to finance the acquisition f+bugh August 1, 1089 of equipment for use by the Fleet gfagement internal Service fund in providing essential tY t eryltas and to reimburse the City for equipment ac- Jrbd fluting the prior two years. The Certificates represent Irrnitod and special obligation of the City and evidence un- Aded proportionate interests in "basic rent payments" to i trade by the City pursuant to a lease purchase agree - apt for the acquisition and financing of the equipment. Ti- i'to all equipment purchased rests in the City. Basic rent rents consist of an annual principal component and mi-annual interesV-components at interest rates from 6% to 6.4% through 1992. The City is obligated.to make fatal payments under the lease only from funds appropdat- I from general revenues of the City from sources other an ad valorem taxes. The obligation of the City to make Intal payments does not constitute an obligation of the ty for which the City is obligated to levy or pledge any form $+4.290,000 Special Obligation Bonds, Series 1986 A— I61986 the City issued $4,290,000 in Special Obligation Bonds, Series 1986 A, to provide financing for construction ofowner occupied residences under the Scattered Site Pro- gram in the City's Community Development Target areas. The bonds have serial retirements from 1987 through 1996 in amounts from $80,000 to $190,000 and a term payment of $2,830.000 in 2006. Debt service on the bonds. are payable solely from certain telephone and tele- drabh franchise fees. Wction 108 HUD Promissory Note —During 1987, the '* drew down a $5,958,400 promissory note from the ).S. Department of Housing and Urban Development "HUD") issued under Section 108 of the Housing and :ommunity Development Act of 1974 to partially fund the southeast Overtown/Parkwest project. Interest is paid an - pally on August 1 at a variable rate. During 1990 the annu- I principal payments of $1,986.000 were rescheduled to 4gin in 1993. All HUD grants and related program income re pledged as security for the note. P27,630,900 Sunshine State Governmental Financing ommission Loans —During 1987 and 1988. the City ob- ained $27,630,900 in loans from the Sunshine State Gov- immental Financing Commission (the Commission). The woceeds from the loans are to be used to fund certain larks and marinas improvements and other capital projects. 'he Commission was created in November, 1985. by the aes of Orlando and Tallahassee, Florida, through an in- arlocal agreement, as a pooled financing vehicle to allow Or a limited number of high quality local govemmental units Cities and Counties) to join together in a variable rate fi- lancing program and thereby benefit from the inherent economies of scale. ° fi' . The City has pledged certain non -ad valorem revenues to pay the debt service on these loans. $16,000,000 Florida League of Cities' First Municipal Loan --During 1989. the City obtained a loan from the Flor- ida League of Cities' First Municipal Loan Council to finance the Orange Bowl renovation project and other capital projects. Interest rates are variable. The loan will be repaid with revenues from Orange Bowl operations and an annual pledge of up to $2,000,000 in guaranteed entitlement rev- enues. $8,750,000 Floating/Fixed Rate Subordinate Special Ob- ligation Bonds, Series 1989A—On May 4, 1989, MSEA issued $8,750,000 in Floating/Fixed Rate Subordinate Special Obligation Bonds, Series 1989A to refund the'out standing balance of the $10,000.000 Subordinate Obliga- tion Note Series 1985, which was paid in full using pro- ceeds from the bond issuance. The bonds are secured by a pledge of MSEA's allocated portion of the 3% Convention Development Tax, but on a basis subordinate and junior to the pledge to the senior bonds and from the date of original issuance through April 29, 1994 (except upon earlier oc- currence of certain events) by funds drawn under a bank let- ter of credit in a stated amount equal to the principal amount of the bonds plus 55 days interest thereon at an in- terest rate of 12%. The bonds cant' a variable interest cal- culated weekly. For the year ended September 30, 1990, the average rate on the bonds was 5.95%. Interest is paya- ble monthly. Upon meeting certain conditions and providing notices, MSEA may convert the bonds to a fixed interest rate, as de- termined by a remarketing agent, that would allow the Bonds to be remarketed at par value. Upon conversion to fixed rate, the bonds will no longer be secured by the Bank Letter of Credit. $30,000,000 Rental Revenue Bonds, Series 1988--Dur- ing 1989, the City issued $30,000,000 Rental Revenue Bonds, Series 1988 to finance the costs of the acquisition of real estate and the construction thereon of a 250,000 square foot office building to be leased from the City by the United States Government. The Resolution establishes as trust funds with the Trustee the Construction Fund, the Revenue Fund, the Reserve Fund and the Sinking Fund to be provided as follows: • to the Construction Fund, a portion of the net pro- ceeds of the Bonds will be deposited into the Con- struction Fund to pay costs of issuance of the Bonds, to pay capitalized interest on the Bonds and to pay costs related to the acquisition, construction and de- velopment of the project and purposes incidental thereto. • to the Revenue Fund, all of the pledged revenues as soon as received. Amounts are to be withdrawn from the funds in amounts sufficient to timely pay interest and principal as they become due. B-29 91— 21 City of Miami, Florida Dotes to Financial Statements • to the Sinking Fund, in an amount sufficient to pay • to the Principal Account, on the fifteenth day of each the interest on the bonds when due and to pay the month, of such sums as shall be sufficidttt to pay one"' principal of maturing bonds. sixth (1/6) of the principal amount of serial bbadg • to the Reserve Fund, amounts to be deposited there- which will mature and become due on`such semi=iin- nual maturity dates and one -twelfth (1/12) of the in to be used to pay the principal of and interest on the bonds and any additional bonds issued under the principal amount of serial bonds which Will mature j resolution. In accordance with the resolution, the City and become due on such annual maturity dates to has determined not to fund the Reserve Fund in con- the extent that additional monies are required therein nection with the issuance of the bonds. Consequent - for such purpose; ly, no funds will be available, from any source, in the Reserve Fund to pay debt service on the bonds. • to the Bond Redemption Account, on the fifteenth $6,500,000 Guaranteed Entitlement Revenue Bonds, Se- day of each month, beginning on such date, of such ries 1989—During 1989, the City issued $6,500,000 amortization requirements as may be required for the k Guaranteed Entitlement Revenue Bonds, Series 1989 to fi- payment of the term bonds payable from the Bond' nance the cost of certain capital improvements and equip - Redemption Account, as shall be determined by subs ment within the City. At September 30, 1990, the City had sequent proceedings of the City; on deposit with the Trustee for these bonds approximately is t $612,000 in various reserve accounts within a Sinking Fund. These accounts consist of the Interest Account, the • to the Debt Service Reserve Account, on the fifteenth. Principal Account, the Bond Redemption Account and the day of each month, an amount equal to the difference Service Account. Guaranteed Entitlement Revenues shall between the amount on deposit in the Debt Service be applied to the various funds in the following order: Reserve Account and the maximum annual debt ser- to the Interest Account in the Sinking Fund, on the fit - vice for the bonds outstanding. No payments shall be -, teenth day of each month, of such sums as shall be required whenever the amount deposited therein sufficient to pay one -sixth (1/6) of the interest be- shall be equal to the maximum annual debt service for coming due on the bonds on the next semi-annual in- the Series 1989 Bonds outstanding (fully funded as terest payment date' to the extent that additional of September 30, 1990). i' monies are required therein for such purpose; Ir' t: 57 t !!Iq B-30 91215 i pity of Miami, Florida �ptes to Financial Statements r d, 16feesehces of Long -Term Debt h l " 1990, the City sold V 2,386,658 Special Obligation Aefunding Bonds, Series 1990, to advance refund the � 3,&,000 Special Obligation Bonds, Series 1985 dated July 9, 1985. The outstanding balance of the Bonds refunded 6'.'6t*d $1:1 100,000. The proceeds from the Series 1990 Bonds (net of approximately $402,000 in issuance costs and bti§irial iasub discoUht) W40 used to purchase U.S., State and Local Government Securities which were deposited in an irrev- ble.trust With an escrow agent to provide for all future debt service payments on the Series 1985 Bonds refunded. As a — pat ult; the Series 1985 Bonds are considered to be defdased. Although the advance refunding results in the accounting ree- f e�hitioh of an extraordinary loss in the Parking Garage enterprise fund of approximately $1,280,000 for the year ended Sep- 1alhb6r,30, 1990,the issuance of refunding debt at interest rates lower than the Series 1985 bonds will cause aggregate debt r' : brvide payments to be reduced by approximately $526.500 with a net present value savings of approximately $504,000. - i In prior years, the City defeased certain outstanding general obligation and revenue bonds by placing the proceeds of the refunding bands in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust accounts and the defeased bonds are not included in the City's financial statements. At September 30, 1990, in addition to :.the above, the following outstanding bonds are considered defeased (in thousands): Parking Facilities Revenue Bonds: Series B............................................................ $ 1,190 SeriesC ............................................................ 2.965 Series 1980 ......................................................... 8,450 Parking System Revenue Bonds: Series 1983..................................................... 12,770 General, Obligation Bonds: Firefighting, Series 1984 ............................................... 1,220 Housing, Series 1984................................................ 16,625 Storm Sewer Improvement, Series 1984................................. 2,490 . Street and Highway, Series 1984....................................... 6,170 Police Headquarters Improvements, Series 1985 .......................... 2,855 Storm Sewer Improvements, Series 1985................................ 6,735 Sanitary Sewer Improvements, Series 1985 .............................. 3,795 Rtrnpt and Hinhwav Imorovement. Series 1985 ........................... 3,215 City of Miami, Florida Notes to Financial Statements 9. FUND EQUITY The following schedule lists the equity components of all City proprietary funds as of September 30, 1990 (ip thousands)- . Retalned EaMir�s (G►s}if;itl..,.. , Reserved �,�wt6d Tatai Fund .. Enterprise Punch: Re6tlrme t Unreserved totbi _98 Off -Street Parkin ..... , 9 ....... $2,230 _._ $ 6,868� $ 8,898 $ $ G&O Enterprise Fund .. ... ....... -- (1,302) (1,302) 2,276 924 Marine Stadium.. .... .. . ........... (350) (350) 699 349 Miami Stadium ....................... Orange Bowl Stadium .................. — — (948) 629 (948) 629 1,664 4.562 706 6,161 Convention Center .. . ....... . ..... . ... 2,440 (30,508) (28,068) 46,248 18,180 Marinas . ............................ Exhibition Center ...................... — — 2,722 (2,631) 2,722 (2,631) 2,187 '10,929 5600 Golf Courses ......................... — - -- 391 ' '391 Warehouse Property ................... — 213 213 22 236 Parking Garage ....................... 8 (4,901) (4,893) 634 (4,259) Building and Zoning ................... — (524) (524) 267 (257) Solid Waste .......................... — (5,775) (5,775) 2.734 (3,041) Property and Lease Management ........ — (399) (399) 2.287 1,888 Manuel Artime Center ................. — (5) (5) AN $4,678 $(37,111) $(32,433) $75,430 $42,997 Internal Service Funds: Fleet Management .................... $ — $ (1,450) $ (1,460) $ 7,114 Property Maintenance ................. — (105) (105) 273 Print Shop .............. — (639) (639) 178 Procurement Management ............. — 154 154 23 Communications Services .............. — (29) (29) 2,858 $ — $ (2,069) $ (2,069) $10,446 See Note 11 for selected financial information regarding the enterprise funds �P /1 B-32 91— $ 5,664 168 () 177 2,829 $ 8,377 Notes to Financial statements 10, SeLF-INSURANCE M City maintains a Self-insurance expendable trust fund to administer insurance activities relating to certain property and liability risk, group accident and health and workers' compensation. , ,�,Chargos to participating operating departments are based upon amounts determined by management to be necessary to fttet the Nobility e a required annual payouts during the fiscal year. The estimated liability for insurance claims includes estimated future . y-by se basis for all pending claims and an actuarially determined amount for claims incurred but not report-„ r3dd he long-term portion of the total estimated liability, which is expected to be funded from future operations, is reflected in he Cerrerai Long -Term Debt account group and amounted to approximately $50,092,000 as of September 30, 1990'ad blloWs (in thousands): r y�y� '•y.. Estimated Clalmt i 's payable A. Workers Compensation i i All workers compensation costs are paid from the Self -Insurance fund, with all departments of the City assessed a charge based upon annual cash requirements. As claims are reported, they are investigated by claims personnel, and an estimate of liability on a case -by -case basis is established. The estimated liabilities are periodically reviewed and revised as claims develop. Most liabilities in this area will be payable over a period of several years. $17,324 B. General Coverage Departments of the City are assessed for property and casualty coverage, including police professional liability and public official's liability, based upon the cash requirements of the Self - Insurance fund and their relative share of the total risk. The City has continued to purchase ' certain casualty insurance for which the premium is small in relation to the coverage provided. The City is fully insured, subject to a $100,000 deductible, for all property loss exposure, except as related to parks and recreation facilities, which are included in the City's self- insurance program. As the casualty claims are reported, they are investigated by the claims personnel and an estimate of liability is established on a case -by -case basis. 33,423 C. Group Accident and Health Certain employees and retirees of the City contribute, through payroll deductions or deductions from pension payments, to the cost of group benefits. The remainder of the funds necessary are contributed by the City based upon the number of participants in the plan. As of September 30, 1990, the plan covered approximately 1,264 active employees, 1,077 retirees and 1,297 dependent units. Costs of the plan for the year then ended were approximately $8.9 million. 1,845 Total 52,592 Less: current portion, which represents payments.made by the City in October and November r 1990 on claims incurred on or before September 30, 1990.-2,500 , Long-term claims payable $50,092 N ¢28 } � 5 City of Miami, Florida Notes to Financial Statements 11. SEGMENT INFORMATION -ENTERPRISE FUNDS ko d A QpSt r l�+rkir►p Ehti Hsa Fund Staftfft 11) Con irdlon comer Exhbklon OoH ParkMp MA"s CaettH Courus tia►sga BuOding ZonMp Sofk Watts erg tr1eN MifM(wtRitrt Y Cirttit fibfif Current assets ... , ... S 5,846 S 201 S 721 $ 179 S 15 $ 341 $ 24 S 392 $ 285 $ 3,184 $ 196 $ 58 S 11,441 Current liabilities .... ; 2.889 844 1,901 374 1.096 239 407 162 599 8,443 248 69 16,771 Net working capital .. , ') S 3.457 S (643) $ (1,180) $ (195) $ (1,081) $ 102 S (383) S 230 S (3141 $ (5,259) $ (53) S (11) Restricted assets.. S 3,172 S- $13,022 S 4.117 $ - S - S- $ 438 $ - $ Current liabilities payable from restricted assets 943 - 17 2,944 339 44 - 312 - - -- 4.Sgo Net restricted assets $ 2.229 $ - $13,005 $ 1.173 $ (339) S (44) $ - $ 126 S- $ -- S -- $--- $ 16.1$0 Property. a.... imentnt $22,675 $1,567 $10,803 $ 80,i99 518,815 $t0,t54 $ 774 $ 7,324 S 57 $ 2,218 $ 1.941 $ 6 $196.333 Total assets ........ S32,610 $1,768 $24,369 $ 85.2t1 $18,830 $10,495 $ 798 $ 8,632 $ 342 $ 5,402 $ 2,136 $ 64 $190.677 Bonds payable. long- term debt (net) .... $20,380 $ - $16.000 $ 63,713 $11.886 $ 1,914 $ - $12,417 $ - $ - $ - $-- $126,310 Contributed capital ... $ - $2,226 $ 6,927 $46,248 $ 2.787 $10,929 S 391 $ 634 $ 267 $ 2,734 $2,287 $- $ 75.430 Total retained earnings (deficit) .......... 8,898 (1,302) (456) 128,068) 2.722 12,631) - (4.893) (524) (5,775) (399), (5) (32.433) Total fund equity (deficit) .......... $ 8.898 $ 924 $ 6,471 $ 18.180 $ 5,509 S 8.298 $ 391 $ (4.259) $ (257) S (3,041) $ 1,888 -:$ (5) $ 42,997 Operating revenues ... $ 9.986 S 803 $ 4.918 $ 4,161 $ 2.518 $ 684 $1,353 $ 925 $5.589 $ 16,106 S 955 $ 96 S 48.094 Depreciation expense $ 1,820 $ 290 S 585 $ 1.747 $ 119 $ 159 $ 47 $ 158 $ 16 $ 137 $ 65 $ 1 $ 5,144 Operating income (loss) before non -operating revenues (expenses) 1,457 (518) 1.538 (938) 947 0) 37 36 289 (13,374) 176 (621) (10,972) Non -operating revenues (expenses): Interest income .... 422 25 35 723 47 42 7 131 56 33 83 - 1,604 Interest and fiscal charges ........ (1,687) - (206) (4,998) (726) - - 1632) - - -- - (8,249) ' Other............ - 73 306 - 1 149 - - (4) 71 (1) 14 609 Total non -operating revenues (expenses) (1,265) 98 135 (4,275) (678) 191 7 (501) 52 104 82 14 (6,036) Net transfers from (to) other funds ....... - - (1,937) 1.330 1,695 - - 554 (485J t0,000 (1,700) 602 10,059 Income (loss) before extraordinary item 192 (420) (264) (3.883) 1.964 190 44 89 (144) (3,270) (1,442►- (5) (6,849) Extraordinary item -loss on debt refinancing - - - - - - - (1,280) - - -. - (1,280) / Net income (loss) .... $ 192 $ (420) $ (264) $ (3.883) $ 1.964 $ 190 $ 44 $ (1,191) $ (144) $ (3,270) $(1,442) $ (5) $ (8,229) Additions to property, plant and equipment, net ........... .. $ 468 $ 388 $ 1183 $ . 492 $ 2144 $ 123 $ . 1 $ - $ 25 $ 624 - $ $ 7 $ r. 5,475 Additions of contributed capital ........... $ - $ 150 $ 76 $ - $ - $ - $ - $ - $ $ 426 $ - $ _ $ 652 Increase (decrease) in worldngcapital. .... S 2.157 $ (368) $ 123 $ 3,253 S (320) $ 184 $ 111 S (190) $ (147) $ (3,331) $11.376) $ (11) $ 85 (1) Includes operations of the Orange Bowl Warehouse Property, the Miami Stadium, the Marine Stadium and the Orange Bowl Stadium. r.1 w B-34 113 9i- 215 City of Miami, Florida Notes to Financial Statements 12, PENSION PLANS A, Plan Description the City sponsors two separate defined benefit contributory pension plans under the administration and management of separate boards of trustees: The City of Miami Fire Fighters' and Police Officers' Retirement Trust ("FIPO'') and the City of Miami General Employees and Sanitation Employees' Re- tirement Trust ("GESE"). The plans cover substantially all City employees who contribute a percentage of their base salary or wage on a bi-weekly basis. The payroll for employ- ees covered by FIPO and GESE for the year ended Septem- ber 30, 1990 was $71.1 million and $62.5 million, respec- tively; the City's total payroll was $157.0 million. At October 1, 1990, the date of the most recent actuarial valuation, membership in the FIPO and GESE consisted of the following: FIFO GESE Retirees and beneficiaries currently receiving benefits and terminated employees entitled to benefits but not yet receiving them ............ 1,008 1,625 Current employees: Vested ....................... 772 716 Nonvested .................... 974 1,228 Totals ........................ 2,754 3,569 Retirement benefits are based upon a percentage'(2.5% for FIPO, 2% for GESE) for each service year of the average compensation earned over the highest two years of mem- bership service. Provision for additional benefits for longevi- ty are available. Early retirement after twenty years of ser- vice is available. Benefits for disability and death are also provided under the plans. City employees are required to contribute 8.5% of their sal- ary to FIPO and 8% to GESE. Contributions from employees are recorded in the period the City makes payroll deductions from participants. The City is required to contribute such amounts as necessary on an actuarial basis to provide FIPO and GESE with assets sufficient to meet the benefits to be paid. Contributions to FIPO and GESE are authorized pursu- ant to City of Miami Code Sections 40.205 and 40.230, re- spectively. The City was involved in long-standing litigation, principally related to funding of the two plans, which was settled under an agreement approved by the City Commission. on June 13 ;1985"(''the Gates Settlement"). The major terms of the Gates Settlement are as follows: • Each of the two Boards of Trustees (Boards), in its discretion, may have its own employees, administra- tor —attorneys, accountants, money managers, and other orpfessionals. • The City's total annual contributions to FIPO and GESE beginning with fiscal year 1984/85 Are Mi. quired to consist of: • • Non -investment expenses •• Actuarial contributions for normal cost using the entry age method; a mechanism has been agreed upon to resolve possible disagreement on annual contributions by a third party. Annual unfunded liability contributions based on a • • schedule that requires $5,000,000 for FIPO and $6,400,000 to GESE, respectively, for 1984/85, increasing thereafter by approximately 5% per year. The total unfunded liability, including the af- fect of certain plan improvements, was calculated to be approximately $104,500,000 for FIPO as of January 1, 1983 and $109,000.000 for GESE as of October 1, 1982, establishing the basis for the contribution schedule. The respective unfunded li- ability balances are expected to increase annually for approximately the next 9 years, until the annual unfunded liability contribution by the City exceeds the accumulated interest on the unpaid balance. The currently existing unfunded liability balances are scheduled to be eliminated by the year 2011 for FIPO and by the year 2007 for GESE. • Any increase in the unfunded liability of either FIPO or GESE arising from lawful increases in benefits provid- ed by the City unilaterally shall be amortized in level annual installments over the shorter of (1) 30 years from the beginning of the fiscal year in which the change occurred, or (2) the period over which such benefit increase is expected to be paid. Any increase or decrease in the unfunded liability resulting in changes in actuarial assumptions or changes in bene- fits resulting from collective bargaining shall be amor- tized in level installments over a period of 30 years from the beginning of the fiscal year in which the change occurred. • A Cost -of -Living Adjustment Fund (COLA Fund) was created with a designated amount of savings gener- ated by the tax qualification of FIPO and GESE repre- senting employee contributions of 2% of salary. i S. Funding Status and Progress The amounts shown below as the "pension benefit obliga- tion"-. representing the -standardized disclosure measure of the present value of :pension benefits, adjusted for the ef- facts of projected salary increases and step -rate benefits, estimated to be payable in the future as a result of employ- ee service to date. The measure is intended to help users assess the funding status of FIPO and GESE on a going - concern basis, assess progress made in accumulating suffi- cient assets to pay benefits when due, and make compari- sons among employers. yI B=35 CiD 91- 215 4r. City of Miami, Florida Notes to Financial Statements The measure is the actuarial present value of credited projected benefits, and is independent of the funding method used to determine contributions to FIFO and GESE. employer contribution provided by the City wets cal- The pension benefit obligation and the estimated actuarialty determined culated by consulting actuaries baked on actuarial valuations for FIFO and GESE. The more significant assumptions underlying the actuarial valuations are as follows, FIPO 7.6% per annum compounded annually Assumed rate of return on investments ................ Projected salary increases of 4.6% compounded annually, . Salary Scale ....................................... to inflation and additional 'projected -salary attributable increase up to 4.8% per year attributable to abniofity/ merit: Probabilities of retiring ranging from 1% at age 401 3.5g6 at Retirement ..... .......... ..................... age 45. 50% at age 50, to 100% at age 55. QIESE Assumed rate of return on investments ................. 7.5% per annum, compounded annually Salary Scale Annual Rate of Age Salary Increase 20 .100 25 .090 30 .085 35 .080 40 .075 50 .075 60 .075 64 .075 Retirement Annual Rate of Age Retirement 55 .200 60 .100 65 .200 70 1.000 Following is the calculation of the unfunded pension benefit obligations (in thousands): - FIPO GESE, Total . Valuation Date ............... ......... .................. Oct. 1, 1990 Oct. 1, 1990 Pension benefit obligation: Retirees receiving benefits and terminated members ........... $164,800 $136,700 $301 6M Current employees: Accumulated member contributions .............. 58,600 42,800 101,460 Employer —financed vested .................... 83,000 110,100 193,100 Employer —financed non -vested ........................ 102,900 21,700 124,600 . Total .......................... ...... .... 409,300 31.1,300 720,600 Net assets available for benefits, at cost (market'value is $364,700 for FIPO, $200.400 for GESE) .................. 375,600 201,200 576,800 Unfunded pension benefit obligation ...................... $ 33,700 $11.0,100 $143.800 s { »a s B-36 91- 215' +pity of Miami, Florida Notes to Financial Statements 0. Actusri�-%f Ottermined Contribution iisquir, Monts and Contributions Made `rho funding policy for FIPO and GESE provides for periodic errtp*er contributions at actuarially determined rates that, expressed as percentages of annual covered payroll, are sufficient to maintain the actuarial soundness of the plans and to accumulate sufficient assets to pay benefits when due. Significant actuarial assumptions used to compute the con- tribution requirements are the same as those used to com- pute the pension benefit obligations as described in B above. FIPC Contributions are determined using the entry age normal cost method with frozen unfunded actuarial accrued liability. Contributions toward the unfunded actuarial accrued liability are based on a level percentage amortization approach, with increasing scheduled payments through the year 2011. For the year ended September 30, 1990 the recommend- ed contribution rate was 23.1% of participating payroll, or $15,140,675 (14.6% or $9,579,771 employer and 8.5%, exclusive of 2% contribution to the COLA Account, or D. Trend Information E Fiscal Year Ended' September 30 FIPO 1990 1989 1988 GESE 1990 1989 1988 $5,560,904 estimated for employees), based upon an ac- tuarial valuation performed as of October 1, 1988. The con- tribution requirement consists of $9,118,356 for the nor- mal cost and $6,022,320 for the amortization of the unfunded actuarial accrued liability. Contributions (exclud- ing contributions to the COLA Account) made to FIFO per- taining to the year ended September 30, 1990 were ap- proximately $15,883,000. GESE GESE contributions are determined using the entry age nor- mal frozen actuarial accrued liability. Contributions toward the unfunded actuarial accrued liability are based on a series of increasing scheduled amortization payments through the year 2007. For the year ended September 30, 1990, contributions to- taling $17,820,030 ($12,611,052--employer and $5,208,978-employee) were accrued in accordance with actuarially determined contribution requirements, based on an actuarial valuation performed as of October 1, 1988. These contributions consisted of $8,922,764 for the normal cost and $8,897,266 for the amortization of the unfunded actuarial accrued liability. Contributions repre- sented 29.8% of the covered payroll (employer--21.28%; employees 8%, exclusive of 2% for COLA). Unfunded Pension Benefit (4) Obligation Employer Net Assets Unfunded as a Contributions Available for Benefits, at' 12) Pension (3) Percentage Pension Benefit (5) Annual Percentage of Covered as a Percentage Cart (Excludes COLA Account) Benefit Obligation Funded (11/(21 Obligation 121-111 Covered Payroll Payroll (4)/(5) of Covered Payroll $375.6 $409.3. 92% $ 33.7 $71.1 47% 13.5% 339A 385.9 88% 46.5 71.6 65% 15.5% . 304.4 357.9 85% 53.5 65.4 82% 16.8% $201.2 $311.3 188.0 302.2 172.5 302.6 Due to the long-standing litigation discussed in Section A of this Note, there had been, in prior years, significant differ- ences'in the actuarially determined liabilities and funding re- quirements as calculated by the City and the two Trusts. Therefore, historical trend information regarding the pen- sibn benefit obligation is not currently available. The City shall compile such information on a prospective basis. Se- lected 10 year historical financial information is provided in the separately issued financial statements for FIPO and GESE. 65% $110.1 ' $62.5 176% 21.3% 62%` 114.2 59.9 190% 18.5% 57% 130.1 59.3 219% 21.2% The City maintains a Pension Administration trust fund (ex- pendable trust fund), which chargeseach, Department of the City and other governmental contributors their respec- tive share of estimated pension plan contributions. Substan- tially all amounts charged were to the General fund, and the remainder to various otherfunds, principally enterprise and internal service. The Pension Administration trust fund then disburses the actuarially determined required contributions to the pension trust funds. „. > City of Miami, Florida Notes to Financial Statements E. Department of Off -Street Parking The Department of Off -Street Parking (the "Department”) enterprise fund is the sponsor of a single employer defined benefit pension plan which covers all of the Department's eligible full-time employees including employees within the facilities managed by the Department. As of September 30, 1989, the Department's pension benefit obligation totaled approximately $1,462,927. The net assets available for plan benefits totaled approximately $1,560,000 as of Sep- tember 30, 1990. For the year ended September 30, 1989, actuarially determined employer contributions and overall contribution requirements were met under the plan. Refer to the Department's pension plan financial state- ments for additional information. F. Special Benefit Plans In addition to the deferred compensation plan described in Note 2(N), certain executive employees of the City are al- lowed to join the IC MA Retirement Trust's 401(a) plan. This defined contribution deferred compensation plan, which covers governmental employees throughout the country, is governed by a Board of Directors responsible for carrying out the overall management of the organization, including investment administration and regulatory compliance. Membership for City of Miami employees is limited by the City Code to specific members of the City Clerk, City Man- ager, and City Attorney's offices; Department Directors, As- sistant Directors; and other executives. To participate in the plan a written trust agreement must be executed, which re- quires the City to contribute 8% of the individual's eamable compensation, and the employee to contribute 10% of their salary. Participants may withdraw funds at retirement or up- on separation based on a variety of payout options. The fol- lowing information relates to the City of Miami participation in this plan (in thousands): Total current year payroll for all employees ...... $ 156,995 Current year payroll for employees covered in the plan .................................. 2,667 Current year employer contribution at an 8% rate 213 In addition to coverage under the FIPO Pension Plan, City of Miami fire fighters and police officers are members of sepa- rate non-contributory money purchase benefit plans estab- lished under the provisions of Florida Statutes, Chapters 175 and 185, respectively. These two plans are funded solely from the proceeds of certain excise taxes levied by the City imposed upon property and casualty insurance cov- erage within the City limits. This tax, which is collected from insurers by the State of Florida, is remitted directly by the City to the plans' Boards of Trustees. As long as the mini- mum benefit provisions of Statute Chapters 175/185 are met by FIPO, the City is entitled to levy such excise taxes solely for the use of the money purchase benefit plans. The City is currently under no obligation to make further contri- butions to the plans. The total of such excise taxes received B-38 ate_ from the State of Florida and remitted to the plans was ap- proximately $5,166,000 for the year ended September 30, 1990. Benefits ate allocated to the participants based Upon their service during the year and the level of funding . re- ceived during said year. Participants are fully vested after nine years of service. On termination of service, a' Partici- pant may elect one of three options: to receive a lump sum Payment, or five substantially ,equal payments or not less than 10% the first year and the remainder any way over the next four years. The total must be paid out within five years. G. Post -Employment Health Care Benefits In addition to providing pension benefits, the City offers to its retirees comprehensive medical coverage and life bene- fits through the City's self insured plan. Substantially_all of the City's general employees and firefighters may became eligible for those benefits when they reach normal retire- ment age while working for the City. As indicated in Note 10(C), 1.077 of the 3,638 participants are retirees. Cost of the plan for active employees, dependents and retirees for fiscal year 1990 approximated $8.9 million. 13. COMMITMENTS AND CONTINGENCIES Capital Improvement Program The City's capital improvement ordinance identified ongoing and future projects totaling $297 million. Major emphasis is placed on maintaining and expanding the City's infrastruc- ture. The greater effort is directed to public' facilities',` street improvement, park facilities, storm sewers, and sanitary sewers. The community redevelopment projects are de- signed to assist in neighborhood revitalization and the ex- pansion of the City's economic base. A functional distribu- tion of the capital improvement ordinance and funding sources, excluding projects financed by DOSP .and MSEA follows (in thousands): Functional Category Amount Parks . ......... .................... $ 42,079 General Government :. ............. 44,324 Sanitary Sewers .................:...... 14,582 Street Improvements ................. 17,249 Parking Facilities ... 21,757 Community Redevelopment .............. 23,225 Marinas ............................... 18,440 Housing .............................. 18,805 Storm Sewers .......................... 31,348 Stadiums ............................ 11,602 Fire.................................. Police 16,309 ........................... 15,580 Exhibition Centers ....................... 8,521 Economic Development .................. 5,482 Solid Waste ........................... Mass Transit 3,789 ........................... 3,808 Total Capital Improvement Program :..... $296.900 "Peed lsourcea Of Funding Arnouht City General Obligation Bonds ..... ... ... $103,754 Revenue and Special Obligation Bonds ... 95,874 Interest Earrings and Other ............. 51,804 257,432 Non -City Federal Grants . , , , ......... $ 30,747 Private and Developer Contributions ...... 6,169 State Grants .. . ...... .. . . . .......... 2,562 39,468 Total Funding ........................ 1296.900 During fiscal year 1990. the City's Department of Public Works was monitoring 129 construction projects in pro - gross, or awaiting final approval, with budgets totaling ap- proximately $165 million in costs. The most significant of these public works projects were: • Neighborhood Parks Program —Over 40 parks are being improved and renovated throughout the City at a total cost in excess of $22 million. Funding for the program is provided by a $6.4 million loan proceeds from the Sunshine. State Governmental Financing Commission, $3.5 million in City of Miami Guaran- teed Entitlement Bonds and other discretionary City funds. • Bayfront Park Redevelopment —A $20 million down- town waterfront park redevelopment project. Major funding sources include $6.6 million in federal grants,, $3.1 million in Sunshine State Governmental Financing Commission loan proceeds, $3.1 million from the New Port Bridge land sale, $2.0 million in private sector contributions, and $1.3 million direct appropriations from the State of Florida. • Orange Bowl Renovations —A $12 million project to renovate the City's major stadium, includes various structural repairs, renovated and expanded restrooms, and installation of a new scoreboard and sound system. This project is being funded from Flori- da League of Cities Bond Pool Proceeds. . Southeast Overtown/Park West The Southeast Overtown/Park West redevelopment pro- gram entails the redevelopment of 200 acres of prime real estate, adjacent to the central business district, for new res- idential . and commercial activity. The general redevelop- ment 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 dele- gated limited redevelopment powers for the implementation of the redevelopment plan. Public sector involvement will fo- cus on land acquisition, resident relocation, demolition, pro- ject marketing, infrastructure improvements and construc.' tion end, in some instances, the provision of "gap" financing. It is estimated that private investment will exceed $1.0 billion'duhng the next 20 years. Phase I development started in the fall of 1988 with an initial 1,140 units, Public infrastructure, including utilities, is being constructed simul- taneously with private development. Total public investment in Phase I exceeds $68 million of which approximately $21.1 million Is included in the City's capital improvement ordinance. New private construction in the amount of $200 million is planned over the next five years for a total of 1,900 residential units and 250,000 square feet of com- mercial space. Miami Sports and Exhibition Authority Construction was completed in 1988 on the Miami Arena ("Arena"), a sports/exhibition facility seating approximately 15,600. Under the terms of the Miami Arena Construction Funding Agreement between MSEA and the private devel- oper ("Decoma"), funding for the construction costs of ap- proximately $48,060.000 was provided by proceeds from the $38 million special obligation bonds issued by MSEA, an initial contribution of $4.7 million from MSEA, and a con- tribution of approximately $7.1 million from Decoma. The Arena was constructed on land leased from the City pursuant to a Land Lease Agreement between the City, MSEA and Decoma for an initial term of 52 years with the sole option of the City to renew, upon request of MSEA, for any increment of years up to 47 years, at an annual rental of $300,000 for the first 30 years, subject to market adjust- ment thereafter. Under the terms of the Miami Arena Con- tract (the "Contract"), the operations of the Arena shall be managed by become, or designee`("Operator"), for a term of 32 years plus two ten-year renewal options. The contract calls for an allocation of net operating income and seat user charges ($.75 per ticket sales) as follows: Net Operating Income Operator MSEA Up to $1,750.000 ................ 57.5% 42.5% $1,750,000 to $3,500,000 ....... 45.0 55.0 Over $3,500,000 ................ 40.0 , 60.0 Seat User Charge Up to $1,350,000......... ... 75..0% 25.0% Over $1,350,000 ..... ... .. 1 50.0% ' 50.0% Operating deficits are to be funded by amounts held in MSEA's maintenance fund, which held approximately-$1.4 million at September 30, 1990,'and by amounts provided by future Arena operations to be deposited in a replacement fund maintained by, the Operator, which is intended to pro- vide for capital improvements. Decoma'will provide. '14% of operating losses, after first exhausting reserves, n Years when the operating revenues are less than operating ex-* penses. Arena operating expenses shall include $50,000 8-39 9�- (2: 5i) City of Mialmi, Florida Nntpt to Financial Statements each year, increased to $150,000 each fifth year, as a con- tribution out of operating income to the replacement fund. Decoma will incur liability for operating losses resulting from operating expenses more than 116% of approved budget for such year. MSEA will review annual Arena operating budgets and will review pro forma operating statements. As more specifically described in exhibit D to the contract, in the event of an operator default, MSEA is required to pay a termination fee to the Operator equal to the greater of (a) the Operator's private capital contributed to the project or (b) an amount equal to 7.5 times the Operator's best in- come year. Subject to the limitations in Exhibit D of the con- tract, such termination fee may be reduced based upon ei- ther the timing of the termination by MSEA or the severity of the Operator default. MSEA's allocated portion of seat use revenues was approx- imately $268,600. The seat use revenues have been re- corded in the Miami Sports and Exhibition Authority special revenue fund. Under an agreement dated May 20, 1988 between MSEA and the Miami Heat Limited Partnership (the "Heat"), a major tenant of the Arena, MSEA has agreed to reimburse the Heat for certain excess insurance and utilities expenses paid to the Operator. Such reimbursements shall be limited, in any fiscal year, to the amount of net revenues from Arena operations allocable to MSEA plus MSEA's allocated share of seat use revenues. No such reimbursements were re- quired for as of September 30, 1990. The Heat and the Operator are currently involved in litigation seeking declatory relief and interpretation of certain portions of the license agreement. As a result of this dispute, the Heat has refused to pay for certain staffing costs and ex- cess selected expenses billed to them. The litigation also in- volves a claim for damages caused to the Arena's sound system as a consequence of the Heat's installation of the scoreboard. The litigation is at its initial discovery stage and there are presently settlement discussions occurring. Losses, if any, resulting from this litigation are not expected to significantly impact MSEA's allocated share of Arena op- erating income or losses. G & O Enterprise Fund The Maurice Gusman Cultural Center and the Olympia Building whose operations are accounted for under the G & 0 enterprise fund, incurred operating losses before depreci- ation for fiscal years 1990 and 1989 of $227.820 and $190,647, respectively. The City has in prior years funded the operating losses net of interest earnings. During recent years decreasing Olym- pia Building rental income has resulted in increasing operat- ing losses. The viability of this enterprise fund is dependent upon increased public support for the Gusman Cultural Center, a reduction in operating losses for the Olympia Building and continued limited financial support by the City. The DOSP, the managing entity of the G&O enterprise fund, has advanced working capital to the G&O fund in an amount equal to the operating losses incurred by such fund during fiscal years 1990 and 1989. In March 1991, the City agreed to reimburse such operating losses over the six year period ending September 30, 1996, if planned dast'toduc- tions are not sufficient to allow G&O to make such rairrt- bursements from their operation. The City and the DOSP are working together to identify various alternatives to im- prove the economic viability of G&O. Due to the contingent nature of funds to be provided no amounts will be recorded until actually paid. Litigation There are, a number of claims and lawsuits.,outstanding against the City, arising principally from personal injuries in- curred on City property, for which liability of $50,747,Ob0, including an actuarially determined portion for. claims in- curred but not reported, was recorded in. General Long - Term Debt as of September 30, 1990, as described in Note 10. Miami Marine Exposition, Inc. filed suit in the United States District Court claiming unlawful rejection of it request for proposal relating to development of Watson Island and is requesting damages. The City has filed a motion to dismiss which is pending. The ultimate outcome of this claim can- not presently be determined. An environmental claim is presently being asserted by the United States of America involving an alleged disposal by the City of Miami Fire Department's service garage of 280 gallons of waste oil to Petroleum Products Corp. (PPC) in 1972. PPC allegedly disposed of sludges generated from the oil refining process in unlined pits at a processing site. The City has joined the group of Potentially Responsible Par- ties (PRPs) negotiating a good faith offer of settlement with the EPA on the first phase of a three -phased approach to the cleanup of the site. The EPA considers the City a gener- ator of hazardous wastes at the site and, therefore; jointly and severally liable for the cleanup and recovery costs at.the site. The City has not recorded a liability for this contingency since its ultimate outcome cannot presently be determined. 14. SUBSEQUENT EVENTS On October 4, 1990, the City issued,$15,000,000 in.Tax Anticipation Notes, Series 1990, to pay for appropriations made by the City for the fiscal year ending September 30, 1991, in anticipation of the receipts of ad valorem taxes to be collected during the fiscal year. The notes were issued at the rate of 6.25%. General Fund ad valorem taxes are being transferred in the new fiscal year to a "Note Fund" until bal- ance of the "Note Fund" equals the principal and interest due on the Notes at Maturity on September 27, 1991: On November 8. 1990, the City issued $1,1,5'00,000' Community Redevelopment Revenue Bonds, Series 1990, for the Southeast Overtown/Park . West Redevelopment B-40 Ga) 91-- 215 of Miami, Florida is to Financial Statements Area (the "Redevelopment Area"), The proceeds of the bonds are to be used mainly to refinance the $6,958,400 ' Section 108 HUD Promissory Note, to reimburse the City n '. N N 7, for monies advanced to the Redevelopment Area in an 'arhount not to exceed $750,000, to finance the acquisition -<, and clearing of certain real property, and the construction of infrastructure improvements in the Redevelopment Area. The bonds were issued at rates ranging from 7.15% to 8.60%. with serial and term bonds maturing through 2015. .o.. v: Debt service is payable from the Tax Increment Revenues of :.. the.Redevelopment Area and a pledge of Guaranteed Enti- h tlement Revenues up to $300,000 annually. '" On February 6, 1991, MSEA issued $38 million Special . . Obligation Refunding Bonds, Series 1991 to redeem in full the currently outstanding $38 million MSEA Special Obliga- tion Bonds, Series 1985. The Series 1991 bonds mature in annual increments from $465.000 to $2,915,000 through 2020 carrying interest rates from 5.76% to 7.2%. Under terms of the Series 1991 bond indenture, the funding re- quirement for the debt service reserve account and replace- ment reserve fund have been released. In addition, the Se- ries 1991 Bond Resolution provides for the transfer from the Trustee of the remaining Senior Bond reserve funds. The revised flow of funds provides for a maximum of $650,000 annually (increasing 3% per annum) in conven- tion development tax receipts to fund the Authority's opera- tions, and establishes a Capital Reserve and Operating Defi- cit Account to meet certain obligations under the Miami Arena contract (see Note 9). Any convention development tax receipts in excess of the Series 1991 Bond Resolution funding requirements shall be transferred by the Trustee on a monthly basis according to the written directions of the County. Due to the variable interest rates on the Series 1985 bonds, the net economic impact of the redemption cannot be calculated. B-41 91 - Rl aF .'1 ?� A- } i S-- c 3 - t d� IM S ■ { X Y THIS PAGE INTENTIONALLY LEFT BLANK 3_ y �u V 3t 91_ 215 r proposed Form of Co -Bond counsel Opinion , 1991 The Commission of The City of Miami, Florida Miami, Florida The City o— f lt�i; Florida General Obligation Refunding Bonds, Series 1991 4,p DBar Commissioners: We have acted as co -bond counsel in connection with the issuance and sale by The City of Miami, Florida (the "City") of its General Obligation Refunding Bonds, Series 1991, initially issued and delivered on this date (the "Series 1991 Bonds") pursuant to the Constitution and laws of the State of Florida, particularly the t 66 F1 id statutes as Municipal Home Rule Powers Act (Chap er 1 , or a , amended), the Advance Refunding Law (Sections 132.33-132.47, Florida -Statutes, as amended) and the Charter of the City (Chapter 10847, Special Laws of Florida,-1925, as amended) (collectively,. the "Act"), and Resolution No-. duly adopted by the Commission of the City (the. Commisssron") on March 1991 (the "Resolution").The Series 1991 Bonds are bean issued to refund -in advance of maturity all or a portion of the City's $8,000,000`Fire Fighting,, Fire Prevention and Rescue Facilities Bonds, $1,000,000 Housing Bonds,-$6,000,000 Sanitary'Sewer System Bonds, $4,000,000 storm_. Sewer improvement Bonds and $6,000,000 Street and Highway, Improvement Bonds,- all dated May 1, 1983 (collectively, the_ "Refunded,Bonds") We have examined the Act, the Resolution, certified copies of_ the proceedings of the Cityrelating to the issuance of the,Series 199:1 {Bonds and such other documents as we have "deemed necessary, to render this opinion. We also have examined one of the Series 1991'- Bonds- as.; executed and authenticated or a facsimile `,thereof. As' to, questions: of fact material to our opinion, we have relied 'upon the representations of the ' City 'furnished toids vithoutundertaking to. verify such representations by independent investigation.`. Based on the foregoing, we -are of the opinion 'that: _r 91 25 r - ---- -- -- - 0 ...s �'�i.�, �.a�'rY' -_; �rrp. '�.} ",r' , ` +,'1�� i'` r „�;:., a�,�{ yrti � yv""�=•s a''�-r� 3!�� t° ':, , �.r ��. '(�. ..-".y�M�'�' �i1/}� +ME rf�a nY1E�YlIf xiu1L3 Y"i ��y+aC'. _.{tyR'V�.6_�/^+i k+ir�A'•�� JiFa:'�'v.il�''� lowAm � ��•.i `: YAP �--..' 3'�W~.a. LfiW� A .:i�•�+• ��3„-%V i.�� .. y atki �+�,� Rye+ 'OPT "[S� �- .ems .• ?�`9- 1�� `� �.'�r *��' .c"�',ry � ��* ��#,` � ! ,, ..�.. w,9f from gross income for federal income tax purposes of interest on the Series 1991 Bonds, S. The Series 1991 Bonds and the 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 owned by corporations, as defined in said Chapter 220, Florida statutes, as amended. It is to be understood that the rights of the holders of the Series 1991 Bonds and the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights heretofore or hereinafter enacted and that their enforcement may be subject to the exercise of judicial discretion in accordance with general principles of equity. Respectfully submitted, 9 J4- Vl. - THIS PAGE INTENTIONALLY LEFT BLANK of .. spy VVxHnY 01' Tn 228OWTION The summary of the Resolution hereinafter set forth is not Complete and reference is hereby made to the Resolution for a ,full Statement of the terms and provisions thereof. Copies of the Resolution may be obtained from the Underwriters during the period that the series 1991 Bonds are being offered and thereafter from the City upon request. Definitions. As used herein and in the Resolution, unless the context otherwise requires: "Authorized. Depository" means any bank, trust company, national bannking 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 1991 Bond is registered on the registration book maintained by the Bond Registrar. "City Manager" means the City Manager or any Assistant City Manager of the Issuer or the designee of the City Manager. "Code" means the Internal Revenue Code of 19860.as amended, and all temporary, proposed or permanent implementing regulations promulgated or applicable thereunder. "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 1991'Bonds,`to serve as escrow agent under the Escrow Deposit Agreement: "Escrow Deposit Agreement" means the Escrow Deposit Agreement pursuant`to which the proceeds of the Series 1991`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 11-month period as may hereafter be designated as"the fiscal year, of -the Issuer. .. r 91- 215. *Series 1991 Bonds" means The City of Miami, Florida deneral Obligation Refunding Bonds, Series 1991, authorized to be issued Pursuant to the Resolution in one or more series in the aggregate principal amount of not exceeding $19,000,000. r' -Contract. In consideration of the acceptance of the Series n 1991 Bonds by those who shall hold the same from time to time, the Resolution shall be deemed to be and shall constitute a contract between the Issuer and the Bondholders. The covenants and agreements set forth in the Resolution to be performed by the Issuer shall be for the equal benefit, protection and security of the Bondholders, and all Series 1991 Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided in the Resolution. Levy- of Ad Valorem Tax: -Payment and pledge. In each Fiscal Year while any of the Series 1991 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 appli- cable law), sufficient in amount to pay the principal of and interest on the Series 1991 Bonds as the same shall become due; provided, however, if at any time the funds held by the Escrow Agent for payment of the Refunded Bonds, together with investment earnings thereon, shall be insufficient to meet the payment requirements thereof in accordance with the terms and conditions thereof and of the Escrow Deposit Agreement, the holders or owners of the Refunded Bonds 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, the right, title and interest of the registered owners of the Series 1991 Bonds in such appropriated tax revenues and to such extent the pledge thereof made in the Resolution for the benefit of the Series 1991 Bonds, shall be null and void, and, to such extent, the Series 1991 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 1991 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 provided in the Resolution,'shall'be applied solely to the payment of the principal of and interest on the Series 1991 Bonds. To the extent that the principal of and interest on the Series 1991 Bonds is payable from the Issuer's tax revenues as provided in the Resolution, on or before each interest or principal payment date for the Series 1991 Bonds, the Issuer shall transfer to the Paying Agent an amount sufficient to pay the principal of and interest on the Series 1991 Bonds then due and payable. s D - 3 To the extent the Series 1991 Bonds are payable fr" tax revenues of the issuer as provided in the Resolutian t * tail faith, credit and taxing power of the Issuer ar* 1rrsvoCably pledged to the payment of the principal of, interest Oft and redemption premium, if any, with respect to the Seriss "OIL SO"ds. 'The Issuer will diligently enforce its right to receivs tax revenues and will diligently enforce and collect such tam"# 2b* Issuer will not take any action that will impair or adv*rs*ly affect its rights to levy, collect and receive said taxes, Or impair or adversely affect in any manner the pledge made in the Resolution or the rights of the Bondholders. Comuliance With Tax Reguirenents. The Issuer covenants and agrees, for the benefit of the owners from time to time of the Series 1991 Bonds, to comply with the requirements applicable to it contained in Section 103 and part IV of Subchapter 8 of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Series 1991 Bonds from gross income for federal in- come 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 1991 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 2991 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 Series 1991 Bonds in a manner that would cause the Series 1991 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 cause the Series 2992 Bonds, or.any arbitrage bonds under Section 103(b) the Code. D - 4 action that would of them, to become and Section 148 of 3a 91- 215 The foregoing covenants impose continuing obligations on the Issuer to comply with the requirements of section 103 and Part IV of Subchapter B of Chapter i of the Code so long as such requirements are applicable. Compliance With .._Prior._bond Resolutions and Resolutions. The Issuer covenants and agrees that, except to the extent inconsistent with the Resolution, 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 and in the Refunded 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. Notwithstanding the foregoing, however, nothing in the Resolution is intended to require the Issuer to comply, in connection with the terms and provisions of the Series 1991 Bonds, with the covenants, conditions, agreements or provisions of such ordinances and resolutions that might apply to the Series 1991 Bonds unless the same be set forth in the 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 1991 Bonds, such ordinances and resolutions are hereby amended to comply with the Resolution with respect to the Series 1991 Bonds. Modification or Amendment. The Resolution may be modified and amended from time to time prior to the issuance of the Series 1991 Bonds. Thereafter, no modification or amendment of the Resolution or of any resolution or ordinance amendatory thereof or sup- plemental thereto 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 1991 Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Series 1991 Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 1991 Bond, (c) that would affect the unconditional promise of the Issuer to levy and collect taxes as provided in the Resolution, or (d) that would reduce such percentage of holders of the Series 1991 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 1991 Bonds owned by or held for the account of the Issuer, directly or indirectly, shall not be counted. befeasance and Release. If, at any time after the date of issuance of the Series 1991 Bonds, (a) all Series 1991 Bonds secured by the Resolution or any maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in the Resolution, or shall have been duly called for redemption, or the Issuer gives the Paying Agent irrevocable instructions directing the payment of the principal of, premium, iu any, and interest on such Series 1991 Bonds at maturity or at 9� 415 I:A ek INV *mA1*T redow-ptloo date och*duled by the Issuer, or any com- tb) tv'O full amo=t of the principal, Pre ium, ill. of such Series tj�tw1w*&t so 4hm &rA Payable WIPOn *options shad&t saturity Or upon "daying Agent in *AtfjO�j"t *Ott",* gMll bo bald by the .6dboldW.-S (wbether or -trust ftr the bQ*nt at such 0 vhicb,, vben invested tot. OA AV 4ktt--*'mht* ex**t*a bi tho Poisclutice Aworics matarim W. of tho vwtt*4 states of th pri=i%Mf� 04A "16 Wktmrits or T*4*wt1cft dates of the LrA=Ue cleat to pair aU pri=i- V111L. I togetber t*�Aii;i *qWtVkv"t*"t*'w be WOM ld SOXI" 2-" 2 Boad at the em sads ch swcb dies 2." 1 Dands are 4ato Vice vii 144*WtitO Prii= to uat=ltiry azd (c) F,- **to toc t4krivC all Otb&Z Sms paTable =604-, the t" jV*OjW' UOA as is that ca" the 'titl-e 40A i*t*k**t 'C-f W$ftr tt* mem2'atica sban tbere=Pc= the stai-S, tba, vmei =d effect- Nctle, to tbe, bcweqre=. the UNA)1004 V* tba Mw=1Vt1'= T*2xt'=O9 tz ":fie vt* zv*04W sball Iowa!= with tam% *,XkXj OaCk tie US s Z' A48 *Y AMNbIX E 131A RNANCIAL GUARANTY INSURANCE POLICY Municipal $and Investors Assurance Corporation An nonk, New York 10504 � Na x�000c Manicbel NoW 1nwwon Aawmft Cerpa "tdo ` memeL to e"Widenlion of the lmymt Of tlr_ Mane $W ft*d Of the Wm of 0,6 polky, rdition by smoally OW Mavotably taarwoees io any owner+ as bereindeet denried, of do folioed dameAW oM r eetatpkte ymmi regobvd to be assde y or ee behelf of dw bow is [INSERT NAME OP PAYWO A ar Ms om N06,a te a Mai Mart`) K ae mom ogoal b (1) the �ptlaeipai of (omm at dre of led wority of by wry ad.ommmm of ad —by rNm W t M a shod M ) and breetoat am, the obi atiorr ( oWin f otdt M detY i d be{ew) w roeh p+ymetw owl beeeek am boi BW wa k� M Mast b on octet of arty mal"~tion of ile doe ieN prise(po by town of rtrednery er `Pdanal � or MWIN tee Caddo froin ekfnit w odium other rtan N of are odansatt olo shill be n+ade b aae6 arnaaau ardirtwae cock drsa. am sodr M M~ 1p�k l.�beee& dais ied bee aaeoleen sow} and (ti) the aebabaraeaneat of nay aoeb payaeemt week k wb�egw►tlr neaw+ted from my a�wser poesortit 1s a final j rnent a tent of n}b t atmat r d to is:a (U 8z ((Nk)aoof ds ��iaaks�ee obaU be ed har+sfa pbaed�velMyr �lkab�� 'Obliptkarts` Won mamn, [1MALWAR AMOUNT) OF OB ATiONS) Vpar tsceivt of telephone or oek�k OWN, oath notice wbreq.antly ewrrd— is a ki+I by "Igo d.W milliad Wall. W open woelpt of wrkkn nelia by ftgWerad or eerti rod wail, by the bw a fierm the Paylrig Arm or any owner of as Obliss.tian ON peyno-ert of as inwred Anroom for wl ich is then dss, dot each fempiredppaayroeat boa mot boa wade. is ANN a oa the doe dace of oterJ,Paymm or wiWi one has m N�after wceipt of Ow" of soeb �owpeywe wbkbever M Meer, will wane a k of finds. is oa act- at wide QtWm&. N.A. is New York, aw York, or its ooeoew0 adficieet ►ot !re rywat of any moth iawrod Anew& w►kb we lira dee.. Upea rmt mW oonwedr of soeh Obligedom a pramemhaeat of sock edsa proof of owoaahip of ie Obligodome.�oteiat liratoitb nary mpprepei ee ismtrresmar of aalp.resl N oviduct ft Odtm rmnot of bt A afeA Asrowsb dot as the OMgadtrs a we Vm by Ireaarer. amd aQ"vi ft brerrateemlr to efkd Mae ��ppQQooinenrewt of do Lotter as stool for oath owner of the Mormlom is ary kgel procemdmg vetted h pgrtreat of lnwad Amom* os ie Oblitatk+rs. oadt W* memts besot is a term mW-, aty toatibaaL N A, Clefbant, NA ab.G d+boeaa to� aoowuw% a im Aft Psynrent of d a h m , An *=ft doe m omcb Ob6gvd as. how anwtsd stud y the Asyut Moat for bm pay west of weds Iowod� /Gaosob ' and kplly Wahl" deader. This policy doao oat boson Mill Mao — asq pr.paywaet paewiar rsbi3 try at asp edam In pay" WMb oamp«t M nary OWg dam. AN and bania, is dew'Oomme ahafl mums doe RtiMaed otraMt of My OltlitMlm n bdkmamd In is boob saaisembd by is Ryhit ARmm. is isooa. or my deaitrem of the boner tan owi parpore. Tie imrm owser doll mot behde ie Anion or my pony wbmu atreewewt wMh ire Ewer cow! tow do oo&*i t am, ky for ie Oblyedom A" aenke of proton on doe b oarm may be .rode so ie roarer at Mm Wreem Maned It 113 Litt &roK Arrmwrk New Yad low seed Wh On 9 of prream d" be valid cad bbdint. Il wrleylky bob bk eemill for my momm. Tit pnwiom as drio pity Is am am wli.dter my nown b chant io palm" peer N of The 1 -- - pro.idd by thin Riley beam wod y do 1tleaida Lammsos Ommosty Ammm id; m weomd uAwebapesr Q1. Pimii ft&%o )td WnMW WiiEP". dos 1ms.rer Offim sir [DAY) d" of (MOM1L YEAR). IRami N Ummeed Araet City. Sege MUNICE'AL BOND ASSURANCE COR � r :y rr V Y J l4Z XT"=nA E - 1 - 215 Lty, -, 7-1 ;T7. � CITY OF MIAMI, FLOAIbA INTER -OFFICE MEMORANDUM to: Honorable Mayor and Members Of the City Commission .—, PROM Cesar H6 Odio City Manager RECOMMENDATION: DATE: FILE : MAC - 41�91 SUBJECT : Issuance of General Obligation Refunding Bonds. REFERENCES : ENCLOSURES: It is respectfully recommended that the City Commission adopt the x attached resolution authorizing the issuance of not to exceed $19,000,000 in aggregate principal amount of General Obligation Refunding Bonds, Series 1991, of the City for the purpose of refunding all or a portion of the City's Fire Fighting, Fire Prevention and Rescue Facilities Bonds, Housing Bonds, Sanitary Sewer System Bonds, Storm Sewer Improvement Bonds and Street and Highway Improvement Bonds, all dated May 1, 1983; 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, 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. r. BACKGROUND: The City issued $25,000,000 in General Obligation Bonds in May, 1983, with the purpose of funding new capital projects, in the area; of fire and rescue facilities; housing; sanitary and storm sewers; and street and highway improvements. The 1983 bonds had rt an interest rate of 8.78%. With the recent decline in interest rates refunding bonds are expected to pay in the range of 6.5-7%. This interest rate differential will produce total savings of approximately $1.1 million over the life of the bonds, of which savings $1 million will accrue within the next four (4) years. Honorable Mayor and Members - - of the city Commiasion Page -2-- k xr: The maturity schedule of the new bonds will maintain close - resemblance to the original maturities. Most of the bonds will be paid by the year 2003, except for $535#000 in housing bonds maturing between 2004 and 2013. The Finance Department recommends adoption of the attached resolution, which authorizes the issuance of not exceeding $19,000,000 in General Obligation Refunding Bonds. The final issuance amount will depend on market conditions, but it will�be less than the authorized amount. The old refunded bonds outstanding at this time amounts to $19,100#000. The savings produced by this transaction will directly reduce future ad valorem debt service taxes. This resolution also approves the distribution of a preliminary official statement and an official statement for the sale of the bonds, and provides other details relating to the issuance of the bonds. r: F psi is s s a � �: