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HomeMy WebLinkAboutR-90-0871THE SUBSTITUTE VERSION OF RESOLUTION 90-871, WHICH IS FILED IMMEDIATELY BEHIND THIS PAGE, IS THAT SUBMITTED BY THE CITY ATTORNEY UNDER COVER OF HIS MEMORANDUM OF APRIL 22, 1991. THE ORIGINAL VERSION OF RESOLUTION 90-871 IS FILED WITH THE OTHER PAPERS FOR THE MEETING OF NOVEMBER 81 1990, IN A SEPARATE FOLDER, FOR POSSIBLE FUTURE REFERENCE. 90- 871 *1 4 J-90-958 11-1-90 90- 8"71 RESOLUTION NO. A RESOLUTION, INCLUDING EXHIBITS A AND B, SUPPLEMENTING RESOLUTION NO. 90-0196 OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING ISSUANCE OF COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990 IN AGGREGATE PRINCIPAL AMOUNT OF $11,500,000 TO FINANCE COST OF ACQUISITION AND IMPROVEMENT FOR REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN THE SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA AND TO FINANCE REPAYMENT OF A LOAN MADE TO CITY BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT; PROVIDING FOR PAYMENT OF SUCH BONDS FROM CERTAIN REVENUES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; DELEGATING TO CITY MANAGER CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF BONDS INCLUDING, AUTHORITY TO APPOINT A TRUSTEE, BOND REGISTRAR, PAYING AGENT AND AUTHENTICATING AGENT AND TO AWARD AND DELIVER SAID BONDS; PROVIDING FOR CREDIT SUPPORT FOR BONDS AND COVENANTS AND AGREEMENTS FOR BENEFIT OF PROVIDER OF SUCH CREDIT SUPPORT, IF NECESSARY; PROVIDING FOR RESERVE FUND INSURANCE POLICY AND COVENANTS AND AGREEMENTS FOR BENEFIT OF PROVIDER OF SUCH INSURANCE POLICY; APPROVING FORM OF PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF FINAL OFFICIAL STATEMENT; FINDING AND DETERMINING NEED FOR NEGOTIATED SALE OF BONDS; APPROVING FORM, EXECUTION AND DELIVERY OF BOND PURCHASE AGREEMENT; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS AND PROVIDING CERTAIN OTHER DETAILS IN CONNECTION THEREWITH; AUTHORIZING CITY OFFICIALS TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH SALE AND DELIVERY OF BONDS; AND PROVIDING SEVERABILITY AND EFFECTIVE DATE. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Act as defined below. SECTION 2. DEFINITIONS. As used herein, unless the context otherwise requires: A. "Acquisition and Improvement Fund" means the City of Miami, Florida Community Redevelopment Revenue Bonds Series 1990 Acquisition and Improvement Fund created and established pursuant to Section 15 herein. B. "Act" means the Charter of the Issuer (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Chapter 166, Florida Statutes; the Constitution of the State of Florida; the Bond Resolution and other applicable provisions of law. t 1- L 'ti L, CITY COMMISSIM MO PING OF N 0 V 8 1090 90- 871 R[t01.IRt01t MA Ij C. "Additional Bonds" means additional obligations issued in compliance with the terms, conditions and limitations contained herein which shall have a lien, equal with the 1990 Bonds, on the Pledged Revenues. D. "Amortization Installment" means the funds to be deposited in the Redemption Account in a given Bond Year for the payment at maturity or redemption of a portion of Term Bonds of a designated series, as established by the Issuer at or before the delivery of that series of Term Bonds. E. "Authenticating Agent" means the bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Authenticating Agent, or its successors or assigns as Authenticating Agent hereunder with respect to the Bonds. F. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the Issuer as a depository, which is authorized under Florida law to be a depository of municipal funds and which has qualified with all applicable state and federal requirements concerning the receipt of Issuer funds. G. "Authorized Officers" means the Mayor or the City Manager, or either of them, and the Clerk, and such other_ employees or officers of the Issuer as shall be designated by the Mayor or the City Manager. H. "Bonds" means the 1990 Bonds and any Additional Bonds. I. 111990 Bonds" means the Issuer's Community Redevelopment Bonds, Series 1990, herein authorized to be issued, in an original aggregate principal amount of $11,500,000. J. "Bond Counsel" means Barnes, Darby & McGhee and Holland & Knight or any other nationally recognized bond counsel. K. "Bondholders" means the registered owners (car their authorized representatives) of Bonds. L. "Bond Insurer" means the provider of the Mumicipal Bond Insurance Policy. M. "Bond Purchase Agreement" means the Bond Purchase Contract to be entered into between the Issuer and the Underwriter(s) with respect to the initial issuance of the 1990 Bonds, substantially in the form attached hereto as Exhibit "A". N. "Bond Registrar" means such bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Bond Registrar, or its successors or assigns as Bond Registrar hereunder with the respect to the Bonds. O. "Bond Resolution" means Resolution No. 90-0196 of the Issuer enacted on April 10, 1990, as supplemented hereby. P. "Bond Service Requirement" means for a given Bond Year the remainder, after subtracting any accrued interest for that year that has been deposited into the Interest Account from the sum of: (1) The amount required to pay the interest coming due on Bonds during that Bond Year, (2) The amount required to pay the principal of Serial Bonds and the principal of Term Bonds maturing in that Bond Year that are not included in the Amortization Installments for such Term Bonds, and (3) The Amortization Installment for all series of Term Bonds for that Bond Year. Q."Bond Year" means that annual period beginning on and including the second day of October of each year and ending on and including the first day of October of the following year. R. "Chief Financial officer" means the chief financial officer of the Issuer as defined by Section 218.403, Florida Statutes. S. "City Attorney" means the city attorney of the Issuer. T. "City Commission" means the City Commission of the Issuer. U. "City Manager" means the City Manager or any Assistant City Manager of the Issuer. V. "Clerk" means the City Clerk or any Deputy or Assistant City Clerk of the Issuer. W. "CRA" or "Community Redevelopment Agency" means the City Commission of the Issuer acting in such capacity with such powers delegated thereto pursuant to Section 163.410, Florida Statutes under the Interlocal Cooperation Agreement. X. "Code" means the Internal Revenue Code of 1986, as amended, or any corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context thereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of the Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings) and applicable court decisions. Y. "County" means Dade County, Florida. Z. "County Commission" means the Board of County Commissioners of Dade County. AA. "Debt Service Requirement" means the amount necessary to pay interest, principal and premium, if any, and sinking fund payments on the Bonds. BB. "Governmental Obligations" means direct non -callable obligations of, or obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America or non -callable obligations of the Resolution Funding Corporation. CC. "Guaranteed Entitlement" means the Issuer's share of the guaranteed entitlement portion of state revenue sharing funds available to the Issuer pursuant to the Florida Revenue Sharing Act of 1972, Part II of Chapter 218, Florida Statutes. DD. "HUD Loan" means the loan under the Section 108 a E 11 coming due on Bonds during that Bond Year, (2) The amount required to pay the principal of Serial Bonds and the principal of Term Bonds maturing in that Bond Year that are not included in the Amortization Installments for such Term Bonds, and (3) The Amortization Installment for all series of Term Bonds for that Bond Year. Q."Bond Year" means that annual period beginning on and including the second day of October of each year and ending on and including the first day of October of the following year. R. "Chief Financial Officer" means the chief financial officer of the Issuer as defined by Section 218.403, Florida Statutes. S. "City Attorney" means the city attorney of the Issuer. T. "City Commission" means the City Commission of the Issuer. U. "City Manager" means the City Manager or any Assistant City Manager of the Issuer. V. "Clerk" means the City Clerk or any Deputy or. Assistant City Clerk of the Issuer. W. "'CRA" or "Community Redevelopment Agency" means the City Commission of the Issuer acting in such capacity with such powers delegated thereto pursuant to Section 163.410, Florida Statutes under the Interlocal Cooperation Agreement. X. "Code" means the Internal Revenue Code of 1986, as amended, or any corresponding provisions of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context thereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of the Treasury (including applicable final regulations, temporary regulations and proposed regulations), the applicable rulings of the Internal Revenue Service (including published Revenue Rulings and private letter rulings) and applicable court decisions. Y. "County" means Dade County, Florida. Z. "County Commission" means the Board of County Commissioners of Dade County. AA. "Debt Service Requirement" means the amount necessary to pay interest, principal and premium, if any, and sinking fund payments on the Bonds. BB. "Governmental Obligations" means direct non -callable obligations of, or obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America or non -callable obligations of the Resolution Funding Corporation. CC. "Guaranteed Entitlement" means the Issuer's share of the guaranteed entitlement portion of state revenue sharing funds available to the Issuer pursuant to the Florida Revenue Sharing Act of 1972, Part II of Chapter 218, Florida Statutes. DD. "HUD Loan" means the loan under the Section 108 I[] Loan Agreement dated February 7, 1986 wherein the Issuer borrowed $5,958,400 from HUD which sum was used to acquire certain lands in connection with the Project. EE. "Interest Account" means the Interest Account within the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Sinking Fund created pursuant to Section 17C of this Resolution. FF. "Interest Payment Date" means each April 1 and October 1, commencing on April 1, 1991, when interest is due and payable to registered owners of the Bonds. GG. "Interlocal Agreement" means the interlocal agreement between the Community Redevelopment Agency and the Issuer dated March 8, 1990. HH. "Interlocal Cooperation Agreement" means the interlocal cooperation agreement between the Issuer and County, dated as of March 31, 1983, as ar,nded. II. "Issuer" means The City of Miami, Florida. JJ. "Maximum Bond Service Requirement" means, as of any particular date of calculation, the largest Bond Service Requirement for any remaining Bond Year. For purposes of this resolution, the Maximum Bond Service Requirement shall be calculated at least annually as of the first day of each Bond Year and as of the date of issuance of any series of Additional Bonds hereunder. KK. "Mayor" means the Mayor of the Issuer or in his absence or inability to perform, the Vice• Mayor of the Issuer. LL. "Moody's" means Moody's Investors Service, Inc. and its successors. MM. "Municipal Bond Insurance Policy" means any municipal bond insurance policy which may, be procured by the City Manager or the Mayor pursuant to Section B.D herein. NN. "Outstanding" or "Bonds Outstanding" means all Bonds which have been issued pursuant to this resolution except: (a) Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds for the payment or redemption of which pursuant to Section 20 of this Resolution cash funds or Governmental Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special account with the Paying Agent or an Authorized Depository acting as an escrow agent (whether upon or prior to the maturity or redemption date of any such Bonds) in an amount which, together with earnings on such Governmental Obligations, will be sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier redemption; provided that, if such Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this resolution or irrevocable instructions directing the timely publication of such notice and directing the payment of the principal of and interest on all Bonds at such redemption dates shall have been given -to the Paying 4 90--- 871 Agent; and (c) Bonds which are deemed paid pursuant to the last paragraph of Section 12 hereof or in lieu of which other Bonds have been issued under Section 11 hereof. 00. "Paying Agent" means the bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Paying Agent, or any successors designated pursuant to this Resolution. PP. "Pledged Revenues" means the Tax Increment Revenues and Guaranteed Entitlement, which Guaranteed Entitlement shall not exceed $300,000 in any fiscal year, plus all funds held in trust by the Issuer hereunder for the benefit of the Bondholders (but expressly not including the Rebate Fund), and all earnings and investment income derived from the investment thereof. QQ. "Principal Account" means the Principal Account within the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Sinking Fund created pursuant to Section 17C of this Resolution. RR. "Principal Payment Date" means, such date or dates as selected by an Authorized Officer when principal is due and payable to registered owners of the Bonds. SS. "Project" means the acquisition of certain real property located in the South East Overtown/Park West area of the City of Miami, Florida and the improvement thereof to facilitate the construction and development in such area of multi -family residential facilities, commercial development and public improvements thereby constituting a redevelopment project. TT. "Rebate Amount" means with respect to such series -,of Bonds issued hereunder, the excess of the amount earned on all. non -purpose investments ( as defined in. Section 14 8 (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 that series of Bonds, plus any income attributable to such excess. UU. "Rebate Fund" means the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Reserve Fund created and established pursuant to Section 17C of this Resolution. W. "Redemption Account" means the Redemption Account within the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Sinking Fund created pursuant to Suction 17C of this Resolution. WW. "Redevelopment Act" means the Community Redevelopment Act of 1969, codified as Part III, Chapter 163„ Florida Statutes. XX. "Redevelopment Trust Fund" `•l redevelopment trust fund authorized by i Agreement and created by Ordinance No. County Commission on December 21, 1982, enacted by the City Commission on April 10018 enacted by the City Commission on is deposited Tax Increment Revenues for on the Bonds. a ' 5 means the the Interlocal Cooperation 82-115, enacted by the Ordinance No. 9590, 61 1983 and Ordinance No. July 18, 1985, into which repayment of debt service 90-- 871 YY. "Reserve Fund" means the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Reserve Fund created and established pursuant to Section 17C of this Resolution. ZZ. "Reserve Product" means bond insurance, a surety bond or a letter of credit or other credit facility used in lieu of a cash deposit in the Reserve Fund and meeting the terms and conditions of Section 17G of this resolution. aa. "Reserve Product Provider" means a reputable and nationally recognized bond insurance provider or a bank or other financial institution providing a Reserve Product, whose bond insurance policies insuring, or whose letters of credit, surety bonds or other credit facilities securing, the payment, when due, of the principal of and interest on bond issues by public entities results in such issues (as of the date of issuance of the series of Bonds for which the Reserve Product is to be utilized) being rated in one of the two highest rating categories by S&P and Moody's. bb. "Reserve Requirement" means the lesser of the Maximum Bond Service Requirement or the maximum amount permitted under the Code to be on deposit in the Reserve Fund without adversely affecting the exclusion of the interest on any of the Bonds from the gross income of the holder thereof. cc. "Revenue Fund" means the City of Miami, Floridia Community Redevelopment Revenue Bonds, Series 1990 Revenue -Fund created and established pursuant to Section 17C of this Resolution. dd. "Serial Bonds" means all Bonds of a series other than Term Bonds. ee. "Sinking Fund" means the City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Sinking Fund created and established pursuant to Section 17C of this Resolution. ff. "S&P" means Standard & Poor's Corporation and its successors. gg. "Tax Increment Revenues" means the tax increment payments deposited to the Redevelopment Trust Fund pursuant to the Act and the Interlocal Cooperation Agreement. hh. "Trustee" means Barnett Banks Trust Company, P.A., or any bank or trust company having the power to exercise corporate trust powers, within or without the State of Florida, appointed by the Issuer to carry out the duties of Trustee under this Resolution, and its successors or assigns hereafter appointed as Trustee in the manner provided in this Resolution. ii. "Underwriter(s)" Grigsby Brandford Powell Inc., Guzman & Company as purchasers thereto or other purchasers of means PaineWebber Incorporated, AIBC Investment Service Corp., and of the Bonds, any successors the Bonds. jj. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations or other entities including governments or governmental bodies. SECTION 3. FINDINGS AND DETERMINATIONS. It is hereby 6 >'s r 90-- 871 ascertained, determined and declared that: A. The findings, determinations and declarations of the Issuer contained in the Bond Resolution remain true and accurate as of the date hereof and are hereby ratified and confirmed. B. The City Commission of the Issuer and the County Commission of Dade County, Florida have held all public hearings and have accomplished all actions required to be taken under the Redevelopment Act in order to (i) designate the site of the Project as a slum or blighted area under the Redevelopment Act, (ii) designate the City Commission as the CRA, (iii) adopt the community redevelopment plan for the site of the Project, and (iv) create and establish the Redevelopment Trust Fund and deposit the Tax Increment Revenues therein. 1 C. The Interlocal Cooperation Agreement and the Interlocal Agreement remain in full force and effect. D. It is necessary and in the best interests of the Issuer and its citizens for the Issuer to issue the 1990 Bonds to provide funds for (1) the acquisition and improvement of lands in connection with the Project and (2) the repayment of the HUD Loan and the Issuer has the power to authorize the issuance of Additional Bonds to be certain that adequate funds for the purposes herein mentioned will be available. E. The 1990 Bonds will be paid from the Pledged Revenues in the manner provided herein. The Pledged Revenues will be at least sufficient to pay the principal of, interest on and redemption premiums, if any, with respect to the 1990 Bonds as the same become due. F. In the event that Additional Bonds authorized hereby are issued, they will also be paid from the Pledged Revenues, on a parity with the 1990 Bonds, and the Pledged Revenues will be at least sufficient to pay the principal of, interest on and redemption premiums, if any, with respect to the 1990 Bonds and such Additional Bonds. G. Notice of a public hearing scheduled on December 6, 1989, by the Issuer inviting written and oral comments and discussion regarding the issuance of the Bonds and the plan of financing for the repayment of the HUD Loan and the acquisition of the lands related to the Project was published an or about November 21, 1989 in the Miami Review, a newspaper of general circulation in the City of Miami, Florida.. H. Pursuant to such notice, a public hearing was Ineld on December 6, 1989, during which written and oral comments and discussions from interested persons were requested and heard concerning the issuance of the Bonds and the plan of financing for the repayment of the HUD Loan and the acquisition of the lands related to the Project. The public hearing was held by the Assistant City Manager for the City of Miami, Florida. I. It is hereby ascertained, determined and declared that, because of the characteristics of the 1990 Bonds, prevailing and anticipated market conditions and additional savings to be realized from an expeditious sale of the 1990 Bonds, it is in the best interest of the Issuer to accept the offer of the Underwriter(s) to purchase the 1990 Bonds at a private negotiated sale upon the terms and conditions set forth herein or as determined by the City Manager. 7 90- 871 J. The 1990 Bonds were validated pursuant to a Final Judgment of the Circuit Court of the Eleventh Judicial Circuit in and for Dade County, Florida, entered in Case No. 90-21135-CA-13 on August 23, 1990. K. The Issuer wishes to have the option of providing credit support for the 1990 Bonds by securing the Municipal Bond Insurance Policy from the Bond Insurer, as determined by the Authorized Officer(s) and in order to secure said Municipal Bond Insurance Policy, the Issuer agrees to provide certain covenants and agreements for the benefit of the Bond Insurer, as may be described herein or as may be described in a subsequent resolution of the City Commission or as may be determined to be in the Issuer's best interest by an Authorized Officer. L. The Issuer wishes to have the option of funding the required deposit into the Reserve Fund in connection with the issuance of the 1990 Bonds by means of the Reserve Product from the Reserve Product Provider, as determined by the City Manager and in order to secure said Reserve Fund, the Issuer has agreed to provide certain additional covenants and agreements for the benefit of the Reserve Product Provider, as described herein or as may be described in a subsequent resolution of the City Commission or as may be determined to be in the Issuer's best interest by an Authorized Officer(s). M. The Underwriter(s) will provide the Issuer with a disclosure statement containing the information required by Section 218.385(6), Florida Statutes and no other disclosure is required by the Issuer. SECTION 4. COST OF THE PROJECT; AWARD AND TERMS OF THE 1990 BONDS. A. The acquisition and improvement of lands in connection with the Project and the repayment of the HUD Loan was authorized pursuant to the Bond Resolution. The cost of the Project shall be deemed to include, without limitation, the following costs: (i) the cost of the items described in the plans and specifications for the Project; (ii) all costs of planning, designing, acquiring, improving, developing, financing and placing the Project in operation; (iii) all costs of issuance of the 1990 Bonds, the cost of the Reserve Product, the cost of the Municipal Bond Insurance Policy, bond counsel, underwriters' and underwriters' counsel and financial advisors' fees and expenses, printing costs, rating agency fees, initial acceptance fees and counsel fees of Trustee, Paying Agent, Bond Registrar, Authenticating Agents, Authorized Depositories and financial institutions providing special credit facilities, if any, with respect to the 1990 Bonds; (iv) the cost of acquisition and improvement of the lands deemed necessary for the Project; (v) all engineering, legal and financial costs and expenses with respect to the Project; (vi) all expenses for estimates of costs and of revenues; (vii) costs of obtaining governmental and regulatory permits; licenses and approvals; (viii) all fees of special advisors and consultants associated with one or more aspects of the Project; (ix) all costs relating to claims or judgments arising out of, including the acquisition and improvement of land related to, the Project; (x) all federal, state and local taxes and payments in lieu of taxes required to be paid in connection with the acquisition, improvement and development related to the Project, if any; (xi) all amounts required to be paid by this Resolution or any supplemental ordinance or resolution authorizing the issuance of Bonds; (xii) the payment of all principal, premium, if any, and interest when due, whether at the maturity thereof or at the due date of interest or upon redemption of any Bonds or other evidences of indebtedness issued to finance a portion of the cost of the Project; (xiii) interest on 1990 Bonds prior to and during acquisition or improvement of the lands related to the Project and for such additional periods as the Issuer may reasonably determine to be necessary for the placing of the Project in operation; (xiv) the reimbursement to the Issuer of such related costs of the Project that have been advanced by the Issuer before the delivery of the Bonds which amounts shall be as determined in negotiations between the County and Issuer but shall not exceed seven hundred and fifty thousand ($750,000) dollars; and (xv) such other costs and expenses which shall be necessary or incidental to the financing herein authorized and the acquisition, improvement of the lands related to, and the development of, the Project and the placing of same in operation. B. The 1990 Bonds shall be issued in an aggregate principal amount of eleven million five hundred thousand dollars ($11,500,000). C. The City Manager is hereby authorized and directed to award the sale of the Bonds to the Underwriter(s) and to approve the form and terms thereof, including the redemption terms, pursuant to and in accordance with the terms of the Bond Purchase Agreement at an aggregate purchase price as approved by the City Manager of no less than 98% of the original principal amount of the 1990 Bonds (excluding original issue discounts) (the "Minimum Purchase Price") and at a true interest cost rate ("TIC"), as approved by the City Manager not to exceed 13$ (the "Maximum TIC"), provided, however, that in no event shall the 1990 Bonds be issued bearing an interest rate exceeding the maximum rate permitted by applicable law. D. The 1990 Bonds shall be dated November 1, 1990, shall bear interest from such date, payable semi-annually on the first day of April and the first day of October of each year, commencing on April 1, 1991, at the rates and shall mature on the date or dates (but in no event later then 30 years from the daite of issuance thereof) set forth or incorporated by reference in the Bond Purchase Agreement or the final Official Statement, as such rates and maturity date or dates may be approved by the City Manager, provided that the TIC shall not exceed the Maximum TIC, unless otherwise provided by subsequent ordinance or resolution enacted or adopted on or prior to the delivery of the 1990 Bonds. The 1990 Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof. Interest on the 1990 Bonds shall be calculated based upon a year of 360 days consisting of 12 30-day months. E. The 1990 Bonds shall be subject to such optional and mandatory redemption provisions as are provided in the Bond Purchase Agreement and/or the final Official Statement with respect to the 1990 Bonds. SECTION 5. THIS INSTRUMENT TO CONSTITUTE CONTRACT. Upon and in consideration of the acceptance of the Bonds by the Bondholders, 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 and proportionate benefit, protection and security of the Bondholders and all Bonds issued pursuant to this Resolution shall be of equal rank, without preference, priority or distinction over any other Bonds, except as expressly provided herein. SECTION 6. APPROVAL OF BOND PURCHASE AGREEMENT; E 90-- 871 APPROVAL OF PRELIMINARY OFFICIAL STATEMENT. A. The form of the Bond Purchase Agreement presented by the Underwriter(s) 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 consistent with the provisions of this Resolution, such execution to be conclusive evidence of such approval. Upon receipt of a disclosure statement, the City Manager is hereby authorized to accept the offer of the Underwriter(s) to purchase the 1990 Bonds in the aggregate principal of $11,500,000, at a TIC 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 the 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. B. The Issuer hereby approves the form and content of the preliminary official statement (the "Preliminary Official Statement") attached hereto as Exhibit "B". The use of such Preliminary Official Statement in connection with the marketing of the 1990 Bonds is hereby authorized and ratified. The Mayor is hereby authorized to approve and execute, on behalf of the Issuer, a final Official Statement relating to the 1990 Bonds with such changes from the Preliminary Official Statement, within the authorizations and limitations contained herein, as the Mayor and the City Manager, in their sole discretion, may approve, such final Official Statement is hereby authorized to be used and distributed in connection with the marketing and sale of the 1990 Bonds. SECTION 7. TRUSTEE, AUTHENTICATING AGENT, PAYING AGENT AND BOND REGISTRAR. The Mayor or the City Manager, at or prior to the time of execution of the Bond Purchase Agreement, is hereby authorized to appoint the Trustee, Authenticating Agent, Paying Agent and Bond Registrar by an instrument or instruments in writing and to negotiate a fee or fees to be paid for: such services. SECTION 8. 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 the City Manager is hereby authorized and directed to initial or otherwise approve such changes to the Bond Purchase Agreement as he may deem &dvisable!. The signature of the Mayor or the City Manager and the Clerk on the Bond Purchase Agreement shall be conclusive evidence of the! acceptance thereof, and the initials of the Mayor or tiie City Manager at any change shall be conclusive evidence that such change has been duly authorized. The Mayor or the City Manager is hereby authorized and directed to deliver the Bond Purchase Agreement following the execution thereof in accordance with this Resolution to a representative of the Underwriter(s). B. The Mayor and the Clerk are hereby authorized and directed on behalf of the Issuer to execute the 1990 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 1990 Bonds in the form and manner set forth herein to deliver the 1990 Bonds in the amounts authorized to be 10 :30-- 871 issued hereunder, to the Authenticating Agent for authentication and delivery to, or upon the order of, the Underwriter(s) pursuant to the Bond Purchase Agreement, upon payment of the purchase price to the Issuer and upon compliance by the Underwriter(s) with the terms of the Bond Purchase Agreement. The City Attorney is hereby authorized to approve the form of the 1990 Bonds and to execute such 1990 Bonds to evidence such approval. C. The Authorized Officers are each designated as agents of the Issuer in connection with the issuance and delivery of the 1990 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the Issuer that are necessary or desirable in connection with the execution and delivery of the 1990 Bonds, and which are specifically authorized by or are not inconsistent with, the terms and provisions of this Resolution or any action relating to the 1990 Bonds heretofore taken by the Issuer, including, but not limited to, the actions described in subsections D and E of this Section 8, the engaging of printing services for the Bonds and for offering materials or documents related to the sale of the Bonds and the engaging of the services of The Depository Trust Company. Such officers and those so designated are hereby charged with the responsibility - for the issuance of the 1990 Bonds. D. The payment of principal of and interest on the 1910 Bonds issued hereunder may be secured by the Municipal Bond Insurance Policy to be issued by the Bond Insurer, all as determined by an Authorized Officer. The Authorized Officer(s)) is hereby authorized and directed, if necessary, to secure such Municipal Bond Insurance Policy and pay the cost of the: premiunc thereof out of the proceeds of the 1990 Bonds or any other available moneys. E. The deposit required to be made into the Reserve Fund in connection with the issuance of the 1990 Bonds may be satisfied by means of the Reserve Product to be issued by the Reserve Product Provider, all as determined by the Authorized Officer. The Authorized Officer(s) is hereby authorized and directed to secure such Reserve Product and pay the cost thereof out of the proceeds of the 1990 Bonds or any other available moneys. SECTION 9. EXECUTION AND AUTHENTICATION OF BONDS. The 1990 Bonds shall be signed and executed in the name of the Issuer by Mayor and the seal of the Issuer shall be impressed, imprinted, reproduced or lithographed thereon and attested to and countersigned by the Clerk, and the City Attorney shall sign the Bonds to evidence his approval of their form. All such obligations shall be validly executed when signed by the persoms who shall respectively hold such offices at the time of execution, attestation and approval, without regard to who held such offices on the date of such obligations or who holds such: offices at the time of their delivery. The signatures, of the Mayor, the Clerk and the City Attorney on the Bonds may be by facsimile. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless or until a certificate of authentication on such Bond substantially in the form set forth below shall have been duly executed by the Authenticating Agent with respect to the Bonds. The Authenticating Agent's certificate of authentication on any Bond shall be deemed to have been duly executed by it if manually signed by an authorized officer or signatory of the Authenticating Agent, but it shall not be necessary that the same officer or signatory sign the certificate of authentication on all Bonds issued hereunder. SECTION 10. NEGOTIABILITY AND REGISTRATION. The 1990 Bonds shall be and have all the qualities of investment securities under the Uniform Commercial Code -Investment Securities Act of the State of Florida. SECTION 11. BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In the event any Bond is mutilated, lost, stolen or destroyed, the Issuer shall, unless the Issuer has notice that the Bond has been acquired by a bona fide purchaser, execute and the Bond Registrar shall authenticate a new Bond of the same series, of like date, interest rate, maturity and denomination to that of the mutilated, lost, stolen or destroyed Bond; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Bond Registrar, and in the case of any lost, stolen or destroyed Bond, there first shall be furnished to the Issuer and the Bond Registrar evidence of such loss, theft or destruction statisfactory to the Bond Registrar and not objected to by the Issuer, together with an indemnity satisfactory to the Bond Registrar and not objected to by the Issuer. In the event any such Bond shall have matured or been called for redemption, instead of issuing a duplicate Bond, the Bond Registrar, on behalf of the Issuer, may direct the Paying Agent to pay the same without surrender thereof, making such requirements as it deems fit for its protection and that of the Issuer, including the furnishing of evidence and indemnity the same as in the case of the issuance of a new Bond. The Issuer and the Bond Registrar may charge the owner of such Bond with their reasonable fees and expenses for such service and any tax or other governmental charge in connection therewith. Any such duplicate Bond shall constitute an original contractual obligation on the part of the Issuer whether or not thedestroyed, stolen or lost Bond be at any time found by anyone,and such duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on and source of andsecurity for payment from, the funds pledged herein to the sameextent as all other Bonds. SECTION 12. PROVISIONS FOR REDEMPTION. The 1990 Bonds shall be subject to redemption prior to their maturity as provided in Section 4 above. The Additional Bonds shall be subject to redemption prior to their maturity in the manner and upon such terms and conditions as the Issuer shall prescribe by ordinance or resolution enacted or adopted at or before the delivery thereof. Notice of call for redemption shall be given by the Bond Registrar by deposit in the U.S. mail (first class) of a copy of a redemption notice, postage prepaid, at least thirty and not more than sixty days prior to the redemption date, to the registered owner of each Bond to be redeemed at the address shown on the fifth (5th) business day preceeding the date of nailing on the registration books to be maintained in accordance with the provisions hereof. Failure to give such notice to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or portion thereof with respect to which no such failure has occurred. Each notice shall set forth the date fixed for redemption, the rate of interest borne by each Bond being redeemed, the redemption date of each Bond being redeemed, the name and address of the Bond Registrar, the redemption price to 12 go_,871 t 'y �i r, t �r be paid and, if less than all of the Bonds then outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. :Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Bond receives such notice. Notice having been mailed in the manner and under the conditions hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Bonds or portions of Bonds on such date. In addition to mailing the notice described above, each notice of redemption and payment of the redemption price shall meet the requirements of this paragraph; provided however, that failure of such notice or payment to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above in this Section 12. (a) Each notice of redemption shall be semt at least 30 days before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois, and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. (b) Each notice of redemption shall be published one time in The Bond Buyer of New York, New York, or, if such publication is no longer published or if tte Issuer so directs, in some other financial newspaper or journal which regularly carries notAces of redemption of other obligations similar to the Bonds, such publication to be made at least 30 days prior to the date fixed for redemption. (c) Upon the payment of the redemption prrice of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. In case part but not all of an outstanding fully registered Bond shall be selected for redemption, the registered owner thereof shall present and surrender such Bond to the Issuer or its designated Paying Agent for payment of the principal amount thereof so called for redemption, and the Issuer shall execute and deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance of the •�i principal amount of the Bond so surrendered, a Bond or Bonds fully registered as to principal and interest. Bonds or portions of Bonds that have been duly called for redemption under the provisions of this Section 12, and with respect to which amounts sufficient to pay the principal thereof and interest thereon to the date fixed for redemption shall be delivered to and held in separate accounts by the Paying Agent with respect to such Bonds in trust for the holders or 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 Paying Agent for such redemption of the Bonds and, to the extent provided in this Section 12, to receive Bonds for any unredeemed portions of the Bonds. SECTION 13. ADDITIONAL TERMS AND FORM OF 1990 BONDS. A. The 1990 Bonds shall be numbered consecutively from one upward preceded by the letter "R" prefixed to the number. The Issuer shall appoint such additional registrars, transfer agents, depositories, other agents and additional registrars as may be necessary to cause the registration, registration of transfer and reissuance of the 1990 Bonds within a commercially reasonable time according to the then current industry standards. Principal of and premium, if any, on the 1990 Bonds shall be payable upon presentation and surrender of the 1990 Bonds at the principal corporate trust office of the Trustee. Interest on the 1990 f Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the 1990 Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at the close of business on the fifteenth daffy (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 1990 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 t payment date. In the event of any such default, such defaulted interest shall be payable to the persons in whose names such 1990 { Bonds are 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. mail (first class), postage prepaid, by the Bond Registrar to the registered owners of 199G Bonds not less than fifteen (15) days preceding -such special record date. Such notice shall be mailed to he persons in whose names the 1990 Bonds are registered at the close of business on ® the fifth (5th) business day preceding the date of mailing. The registration of the Bonds may be transferred upon the registration books upon delivery 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 such Bond or by his attorney -in -fact or legal representative, containing written instructions as to the details of transfer of such Bond, along with the social security number or federal employer identification number, if any, 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 this Resolution enter the transfer of ownership in the registration books and (unless uncertificated registration shall be requested and the Issuer has a registration system that 14 90--- 871 will accommodate uncertificated registration) shall deliver in the name of the new transferee or transferees a new, fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same sources of funds. Neither the Issuer nor the Bond Registrar shall be required to register the transfer of any Bonds during the fifteen (15) days next preceding j an interest payment date of the Bonds or, in the case of any proposed redemption of Bonds, during the five (5) business days preceding the mailing of notices of redemption after such Bonds or any portion thereof has been selected for redemption. The Issuer and the Bond Registrar may charge the registered owner of i such Bonds for the registration of every such transfer of a Bond sufficient to reimburse them for any taxes or any other governmental charge required (other than by the Issuer) to be paid with respect to the registration of such transfer, and may _u require that such amounts be paid before any such new Bond shall be delivered. If the date of payment of the principal of, premium, if any, or interest on this 1990 Bord shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close and on which the Paying Agent is closed, then the date for such payment shall be the next succeeding day which is not Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close and on which the Paying Agent is closed, and payment on such day shall have the same force and effect as if made on the nominal date of payment. The Issuer, the Trustee, the Authenticating Agent, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Bond as the absolute owner of such Bond for all purposes of this Resolution, including, without limitation, receiving payment of the principal thereof and the interest and premiums, if any, thereon. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of other denominations of the same series and maturity. B. The text of the 1990 Bonds and the form of assignment for such 1990 Bonds, the Certificate of Authentication and the Validation Certificate shall be substantially in the following form, with such omissions, insertions and variations as may be necessary or desirable and authorized by this Resolution or by any subsequent resolution or ordinance adopted or enacted prior to the issuance thereof, or as may be approved and made by the officers of the Issuer executing the same, such execution to be conclusive evidence of such approval: 0 0 REGISTERED No.R- [Form of 1990 Bond] REGISTERED UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990 Interest Rate: Maturity Date: Original Dated Date CUSIP NO. 0 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS 1, 1990 The City of Miami, Florida (hereinafter called the "Issuer"), for value received, hereby promises to pay to the Registered Owner identified above, or such owner's legal representatives or registered assigns hereinafter provided, on the Maturity Date identified above, solely from the revenues hereinafter mentioned, the Principal Amount identified above, and to pay, solely from such special revenues and in like coin or currency, interest on the Principal Amount from the later of the Original Dated Date shown above or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum set forth above (computed on the basis of a 360- day year consisting of 12 30-day months), until payment of the Principal Amount, or until provision for the payment thereof has been duly provided for, such interest being payable semi-annually on the first day of April and the first day of October of each year, commencing on April 1, 1991. Principal of this Bond shall be payable upon presentation and surrender hereof at the principal office of Barnett Banks Trust Company, N.A., Jacksonville, Florida, or its successors (the "Paying Agent"). Interest will be paid by check or draft mailed to the Registered Owner hereof at such owner's address as it appears on the registration books of the Issuer at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Bond subsequent to such Record Date and prior to such interest payment date, unless the Issuer shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whhose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by note a, by deposit in the U.S. mail (first class), postage prepaid, by the Bond Registrar to the registered owners of Bonds not less than fifteen days preceding such special record date. Such notice shall be mailed to the person in whose name the Bonds are registered at the close of business on the fifth (5th) business day preceding the date of mailing. 16 90-- 871 0 V This Bond and the interest hereon are payable solely from and secured solely by (1) a certain portion of the Issuer's share of the Guaranteed Entitlement determined pursuant to Chapter 218, Part II of the Florida Statutes, which amount shall not exceed $300,000 in any fiscal year, the lien of 1990 Bonds on such Guaranteed Entitlement being on a parity with the obligations of the Issuer pursuant to its $6,500,000 Guaranteed Entitlement Revenue Bonds, Series 1989 and any bonds hereafter issued on a parity therewith, but junior and subordinate to the Issuer's obligation to set aside $2,000,000 per fiscal year through the fiscal year ending December 31, 1995 to be used to repay a loan made to the Issuer by the First Municipal Loan Council (the "Council") under a Participation Agreement dated June 15, 1989, between the Issuer and the Council, and (2) Tax Increment Revenues legally due the Community Redevelopment Agency (as defined in the Resolution) which funds shall be deposited in the Redevelopment Trust Fund all in the manner and to the extent provided in the Resolution No. 90-0196 adopted by the Issuer on March 8, 1990 as supplemented pursuant to Resolution No. 90-871 adopted on November 8, 1990 (collectively, the "Resolution") (The funds referred to in sections 1-2 of the preceding sentence are herein collectively referred to as the "Pledged Revenues".) Reference is hereby made to the Resolution for the provisions, among others, relating to the terms of, lien on and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the owners of the Bonds and the extent of and limitations on the Issuer's rights, duties and obligations, and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the owner hereof assents by acceptance of this Bond. Terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Bond shall not be deemed to constitute a general debt, liability or obligation of the Issuer or of the State of Florida or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer or of the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from the Pledged Revenues in the manner and to the extent provided in the Resolution. It is expressly agreed by the Registered Owner of this Bond that the Issuer is not obligated to pay this Bond, any .redemption premium related hereto, or any interest hereon except from the Pledged Revenues in the manner and to the extent provided in the Resolution and such Registered Owner shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the Issuer or any other political subdivision of the State of Florida or taxation in any form on, any real or personal property for the payment of the principal. of, redemption premium, if any, and interest on this Bond or for the payment of any other amount provided for in the Resolution.,. It is further agreed between the Issuer and the Registered Owner of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon the Project. (as hereinafter defined), or any part thereof, or any other tangible personal property of or in the Issuer, but shall constitute a lien only on the Pledged Revenues described above, all in the manner and to the extent provided in the Resolution. Neither the members of the governing body of the Issuer nor any person executing the Bonds shall be liable personally on the Bonds by reason of their issuance. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH IN THE REVERSE HEREOF WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE. The Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Ordinance until the certificate of authentication hereon shall have been manually signed by the Authenticating Agent. IN WITNESS WHEREOF, The City of Miami, Florida, has issued this Bond and has caused the same to be signed by its Mayor and attested to and countersigned by its City Clerk, either manually or with their facsimile signatures, and its corporate seal or a facsimile thereof to be reproduced hereon, all as of the _ day of November, 1990. (SEAL) ATTESTED AND COUNTERSIGNED: THE CITY OF MIAMI, FLORIDA BY Mayor By City Clerk Approved as to Form: By City Attorney 18 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Resolution. Authenticating Agent By Date of Authentication: Authorized Officer [To be printed on the reverse side of the Bonds] FURTHER BOND PROVISIONS This Bond is one of an authorized issue of bonds in the initial aggregate principal amount of $11,500,000, of like date, tenor and effect, except as to number, maturity (unless all Bonds mature on the same date) and interest rate. The Bonds of this series were issued to finance (1) the repayment of a loan made to the City by the Department of Housing and Urban Development (HUD) which loan was used by the City to acquire certain lands and (2) the acquisition and improvement of certain other lands, all in connection with the redevelopment plan (the "Project") approved by Dade County on December 7, 1982 for which the City Commission of the Issuer is acting, pursuant to a delegation of power thereto by the County, as Community Redevelopment Agency, pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly the Resolution, the charter of the City of Miami, Florida (to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes), Chapter 166, Florida Statutes and the Constitution of the State of Florida. This Bond is subject to all the terms and conditions of the Resolution. The Bonds of this issue are subject to redemption prior to their maturity [insert any mandatory redemption provisions]. The Bonds of this issue shall be further subject to redemption prior to their maturity at the option of the Issuer [Insert optional redemption provisions]. Notice of such redemption shall be given in the manner required by the Resolution. The registration of this Bond may be transferred upon the registration books upon delivery to the principal office of the 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 avner of this Bond or by his attorney -in -fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number, if any, of such transferee. In all cases of 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 (unless uncertificated registration shall be requested and the Issuer has a registration system that will accommodate uncertificated registration) shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination of denominations, for the same aggregate principal amount and payable from the same sources of funds. Neither the Issuer nor the Bond Registrar shall be required to register the transfer of any Bond during the fifteen (15) days next preceding an interest payment date on the Bonds or, in the case of any proposed redemption of Bonds, during the five (5) business days preceeding the mailing of notices of redemption after such Bonds or any portion thereof has been selected for redemption. The Issuer and the Bond Registrar may charge the owner of such Bond for the registration of every such transfer of a Bond 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 of payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close and on which the Paying Agent is closed, then the date for such payment shall be the next succeeding day which is not Saturday, Sunday, a legal holiday or a day on which such banking institutions are authorized to close and on which the Paying Agent is closed, and payment on such day shall have the same force and effect as if made on the nominal date of payment. It is hereby certified and recited that all acts, conditions and things required to exist, to happen, and to be performed precedent to and in the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto, and that the issuance of the Bonds of this series does not violate any constitutional, statutory or charter limitation or provision. This Bond is and has all of the qualities and incident of an investment security under the uniform Commercial Code - Investment Securities Law of the State of Florida. s ASSIGNMENT FOR VALUE RECEIVED, the undersigned, (the "Transferor"), hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE: the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature guaranteed: Registered Owner NOTICE: Signature(s) must NOTICE: No transfer will be be guaranteed by a member registered and no new Bond firm of the New York will be issued in the name of Stock Exchange or a the Transferee, unless the commercial bank or signature(s) to this assignment company. correspond(s) with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. VALIDATION CERTIFICATE This is one of a series of bonds which were validated and confirmed by judgment of the Circuit Court of the Eleventh Judicial Circuit Court, in and for Dade County, Florida, rendered on August 23, 1990. Mayor, City of Miami, Florida; (End of Bond Form] 0 #1 SECTION 14. APPLICATION OF PROCEEDS. A. Proceeds from the sale of the 1990 Bonds, including accrued interest and premium, if any, shall be applied by the Trustee, simultaneously with the delivery of the 1990 Bonds, as follows: (1) An amount of proceeds of the 1990 Bonds equal to accrued interest, if any, on the 1990 Bonds shall be deposited in the Interest Account in the Sinking Fund established hereunder and shall be applied to the payment of interest next coming due on the 1990 Bonds. (2) An amount of proceeds of the 1990 Bonds equal to the costs of issuance of the 1990 Bondsshall be deposited in the Acquisition and Improvement Fund hereinafter created and established and shall be used to pay, when due, the costs of issuance of the 1990 Bonds. (3) If necessary, an amount of proceeds of the 1990 Bonds sufficient to acquire the Municipal Bond Insurance Policy shall be transferred to the Bond Insurer. (4) If necessary, an amount of the proceeds of the 1990 Bonds sufficient to fund the Reserve Fund to the Reserve Requirement shall be deposited in the Reserve Fund or an amount sufficient to acquire the Reserve Product shall be transferred to the Reserve Product Provider. (5) An amount of proceeds of the 1990 Bonds sufficient to reimburse the Issuer for administrative costs in connection with the Project, which costs shall be subject to Section 4(A)(xiv) herein, shall be transferred to the Issuer. (6) The balance of the proceeds of the 1990 Bonds shall be deposited in the Acquisition and Improvement Fund and used solely for the purposes herein provided including but not limited to the costs of acquisition and improvement of lands in connection with the Project and the repayment of the HUD Loan. B. Notwithstanding the provisions of Subsection A above, the Mayor and the City Manager, or either of them, are hereby authorized to supplement and amend the application of proceeds of the 1990 Bonds provided in Subsection A above, as evidenced to the Trustee by a certificate of the Mayor or the City Manager executed in connection with the issuance of the 1990 Bonds, in a manner consistent with the terms of this Resolution. SECTION 15. ACQUISITION AND IMPROVEMENT FUND. There is hereby created and established with the Trustee a special trust fund to be known as the "City of Miami, Florida Community Redevelopment Revenue Bonds Acquisition and Improvement Fund." The Trustee shall deposit in the Acquisition and Improvement Fund a portion of the proceeds from the sale of the 1990 Bonds as contemplated in Section 14 above. Additional moneys may be deposited to the Acquisition and Improvement Fund from payments received from other sources herein described. The Acquisition and Improvement Fund shall be held by 22 90 871 the Trustee in trust and kept separate and apart from all other funds and accounts held by the Trustee, and the moneys on deposit therein shall be withdrawn, used and applied by the Trustee solely for the payment of such costs relater to the acquisition of lands, and the improvement thereof for the Project and purposes incidental thereto and !he repayment of HUD Loan, as hereinabove described and set forth. All such funds shall be and constitute trust funds for suchpurposes, and there is hereby created a lien upon such fundsinfavor of the Bondholders until applied as herein provided. Before any payment shall be made from the Acquisition and Improvement Fund (other than for costs of issuance on the Bonds) the Issuer shall file a requisition with the Trustee, stating in respect of each payment to be made: (i) the name of the person, firm or corporation to whom the payment is to be made; and (ii) the amount to be paid. Any funds on deposit in the Acquisition and Improvement Fund that, in the opinion of the Issuer, are not immediatcly necessary for expenditure, as hereinabove provided, may be invested and re -invested by the Trustee, at the written direction of the Issuer (or oral direction confirmed in writing), in sucJi investment obligations as shall be permitted by the laws of the State of Florida and of the Issuer for the investment of funds of the Issuer which shall mature or be redeemable at not less than; cost and not later than the dates on which such funds are expected to be needed. All income derived from investment of funds in the Acquisition and Improvement Fund shall be deposited therein and shall be used to pay costs associated with the completion of the Project. The Trustee may conclusively assume that any investment directed by the Issuer is legal. Any liquidated damages or settlement payments received by the Issuer as a result of the breach by any contractor, subcontractor or supplier working on or supplying goods for the improvement of the lands related to Project, of any representation, warranty or performance guaranty, and all insurance proceeds received with respect to damages to the Project during improvement, shall be paid to the Trustee and deposited into the Acquisition and Improvement Fund to insure completion of the Project. Moneys in the Acquisition and Improvement Fund shall be secured at all times in the manner prescribed by the laws of the State of Florida relating to the securing of public funds. When the Project has bee., completed and all costs 23 9U-- 871 thereof have been paid in full, or provisions for payment thereof have been duly made or provided for, all funds remaining in the Acquisition and Improvement Fund, if any, shall be deposited in the Revenue Fund hereinafter created or shall be used for any lawful purpose directed by the Issuer and approved in writing by the CRA provided that Holland & Knight and Barnes, Darby & McGhee or other nationally recognized municipal bond counsel issues an opinion to the effect that such use is lawful. SECTION 16. LIMITED OBLIGATIONS OF THE ISSUER; NEITHER CREDIT NOR TAXING POWER PLEDGED. As provided in the Bond Resolution, the Bonds and any redemption premiums with respect thereto and the interest thereon shall not be or constitute a general debt, liability or obligation of the Issuer or the State of Florida or any political subdivision thereof, or a pledge of the faith and credit of the Issuer or of the State of Florida or any political subdivision thereof, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Revenues and the Issuer is not obligated to pay the Bonds, the redemption premiums, if any, related thereto or the interest thereon except from the Pledged Revenues as provided in the Bond Resolution and herein. Neither the faith and credit nor the taxing power of the Issuer or of the State of Florida or any political subdivision thereof is pledged to the payment of the Bonds. No Bondholder shall ever have the right to compel the exercise of the ad valorem taxing power of the Issuer or taxation in any form on any property to pay such Bonds or the interest thereon, nor shall such Bondholder be entitled to payment of such principal and interest or premium thereon from any other funds of the Issuer except the Pledged Revenues as provided in the Bond Resolution and herein. SECTION 17. COVENANTS OF THE ISSUER WITH RESPECT TO THI 1990 BONDS. Until the principal of and interest on all 1990 Bonds is paid or the 1990 Bonds are defeased as provided herein, the Issuer covenants with the owners of the 1990 Bonds as follows: A. ASSIGNMENT OF SECURITY INTEREST IN REDEVELOPMENT TRUST FUND. The Issuer hereby assigns to itself and the holders of the 1990 Bonds the security interest in the Redevelopment Trust Fund granted to the Issuer by the. CRA pursuant to the Interlocal Cooperation Agreement which gave the Issuer a first lien on the Redevelopment Trust Fund. B. PLEDGE OF PLEDGED REVENUES. The payment of the principal of, premium, if any, and interest on the 1990 Bonds shall be secured, as provided herein, forthwith especially and ratably by an irrevocable lien on the Pledged Revenues. The lien on the Tax Increment Revenues is prior and superior to .all other liens or encumbrances on the Tax Increment Revenues. The lien of 1990 Bonds on Guaranteed Entitlement, which Guaranteed Entitlement shall not exceed $300,000 in any fiscal year, is o» a parity with the Issuer's $6,500,000 The City of Miami Guaranteed Entitlement Revenue Bonds, Series 1989, (the "Series 1989 Bonds") and any bonds hereafter issued on a parity therewith, but junior and subordinate to the Issuer's obligation to set aside $2,000,000 per fiscal year through the fiscal year ending December 31, 1995 to be used to repay a loan made to the Issuer by the First Municipal Loan Council (the "Council") pursuant to a Participation Agreement dated June 15, 1989 between the Issuer and the Council. The Issuer does hereby irrevocably pledge the Pledged Revenues for the payment of the principal of and interest on the 1990 Bonds, and for all other payments provided herein. 24 C. CREATION OF FUNDS AND ACCOUNTS. There are hereby created and established with the Trustee five special trust funds to be known as the "City of Miami, Florida, Community Redevelopment Revenue Bonds, Series 1990 Revenue Fund" (the "Revenue Fund"), the "City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Sinking Fund" (the "Sinking Fund"), and a Principal Account, Interest Account and Redemption Account within the Sinking Fund, the "City of Miami, Florida, Community Redevelopment Revenue Bonds, Series 1990 Reserve Fund" (the "Reserve Fund") and the "City of Miami, Florida County Redevelopment Revenue Bonds, Series 1990 Rebate Fund (the "Rebate Fund"). Each of such funds shall be held in trust by the Trustee and the Revenue Fund, the Sinking Fund and the Reserve Fund shall each constitute a trust fund to secure the Bondholders for the pro rata benefit of such Bondholders, for the purposes herein provided. All such funds at all times shall be kept separate and distinct from all other funds of the Trustee and used only as herein provided. The Rebate Fund shall only be used for the purposes provided herein and the Bondholders shall have no lien on any moneys in the Rebate Fund. D. DISPOSITION OF GUARANTEED ENTITLEMENT. Commencing immediately following the issuance of the 1990 Bonds and continuing thereafter so long as Bonds shall be Outstanding hereunder, by the Trustee's close of business on March 1 of each year (or if such March 1 is not a day on which the offices of the Trustee are open for business, on the next succeeding day on which the offices of the Trustee are open for business) the Issuer shall promptly transfer to the Trustee, for deposit to the Revenue Fund, Guaranteed Entitlement in the amount of $30(1,000. E. DISPOSITION OF TAX INCREMENT REVENUES. Commencing immediately following the issuance of the 1990 Bounds and continuing thereafter so long as any Bonds shall be Outstanding hereunder, all Tax Increment Revenues deposited in the Redevelopment Trust Fund shall be promptly transferred by the CRA to the Trustee and deposited in the Revenue Fund; provided, however, that no further transfers from the Redevelopment Trust Fund to the Revenue Fund shall be required in any Bond Year if the aggregate amounts on deposit in the Sinking Fund are equal to the Bond Service Requirement for such Bond Year on all Outstanding Bonds, and all prior deficiencies in the Sinking Fund and accounts therein and in the Reserve Fund have been fully restored (or to the extent that a Reserve Product is in place, all amounts owing by the Issuer to the Reserve Product Provider as repayment for draws or payments made under the: Reserve Product. have been made), and there is on deposit in the Reserve Fund an amount equal to the Reserve Requirement (or, if applicable, the amount of the Reserve Product has been fully reinstated).. F. DISPOSITION OF MONEYS IN THE REVENUE FUND. Funds oin deposit in the Revenue Fund shall be applied by the Trustee as soon as they are received in the following order and priority: (1) First, by deposit to the credit of the Interest Account in the Sinking Fund, and then„ pro rata, into the Principal Account and the Redemption Account in the Sinking Fund, until the amounts on deposit therein are equal to the Bond Service Requirement in such Bond Year for all Outstanding Bonds. (2) Second, by deposit into the Reserve Find, the amount, if any, which, together with funds then on 25 deposit therein, will be sufficient to make the funds on deposit therein, except as otherwise hereinafter provided, equal to the Reserve Requirement for the Bonds (or, if applicable, the amount necessary to reinstate the Reserve Product). (3) Subsequent to April 1 of any Bond Year if there are any amounts in the Revenue Fund inexcess of the Bond Service Requirement for such Bond Year on all Outstanding Bonds, and all prior deficiencies in the Sinking Fund and accounts therein and in the Reserve Fund have been fully restored (or to the extent that a Reserve Product is in place, all amounts owing by the Issuer to the Reserve Product Provider as repayment for draws or payments made under the Reserve Product have — been made), and there is on deposit in the Reserve Fund an amount equal to the Reserve Requirement (or, if applicable, the amount of the Reserve Product has been fully reinstated) such excess amounts shall be transferred by the Trustee to the Redevelopment Trust Fund and shall be used by the CRA for any legal purpose. The deposits to the Sinking Fund described above shall be increased or decreased, as the case may be, to the extent required to pay principal and interest coming due, after making allowance for any accrued interest and taking into account deficiencies in prior deposits. Funds in the Sinking Fund shall be used only to pay interest on the Bonds, when due, to pay the principal of maturing Bonds (including amortization installments in connection with mandatory redemption of Bonds prior to the maturity thereof) and premiums, if any, with respect to the Bonds. G. RESERVE FUND. Funds on deposit in the Reserve Fund, if any, shall be used solely to cure deficiencies in the Sinking Fund with respect to Outstanding Bonds. If funds on deposit in the Reserve Fund exceed the Reserve Requirement, such excess shall be transferred to the Sinking Fund. Any proceeds received from a Reserve Product Provider shall be applied immediately to cure deficiencies in the Sinking Fund. The Issuer shall not be required to deposit to the Reserve Fund proceeds of any series of Bonds issued hereunder in an amount equal to the Reserve Requirement if it provides on the date of issuance of such series of Bonds in lieu of such funds a Reserve Product issued by a Reserve Product Provider in an amount equal to the difference between the Reserve Requirement and the sums then on deposit in the Reserve Fund. Such Reserve Product as provided above must provide for payment on any Interest Payment Date or Principal Payment Date (provided adequate notice is given) on which a deficiency exists (or is expected to exist) in moneys held hereunder for a payment with respect to Bonds which cannot be cured by funds in any other account held pursuant to this resolution and available for such purpose, and shall name the Trustee as the beneficiary thereof. Notwithstanding the foregoing, however, in no event shall the use of such Reserve Product be permitted if it would cause an impairment in any existing rating on the Bonds or any series thereof. If a disbursement is made from a Reserve Product, the Issuer shall be obligated to reinstate the maximum limits of such Reserve Product immediately following such disbursement or to replace such Reserve Product by depositing into the Reserve Fund from the first Pledged Revenues available for deposit, funds in the maximum amount originally payable under such Reserve Product, plus amounts necessary to reimburse the Reserve Product Provider for previous disbursements made pursuant to such Reserve Product, or a combination of such alternatives, and for purposes of Section 17F above, amounts necessary to satisfy such 26 90- 871 a 0 reimbursement obligation and other obligations of the Issuer to such a Reserve Product Provider shall be deemed required deposits _ into the Reserve Fund, but shall be used by the Issuer to satisfy its obligations to the Reserve Product Provider. H. REBATE FUND. The issuer covenants and agrees that, on an annual basis and upon the final maturity of each series of Bonds issued hereunder, it shall make or have made all necessary determinations and calculations of the Rebate Amount and will deposit or cause the Trustee to deposit into the Rebate Fund from investment earnings on moneys deposited in the other funds and accounts created hereunder, or from any other legally available funds of the Issuer, the amount necessary to increase the balance in the Rebate Fund to the Rebate Amount. The Issuer shall use such moneys deposited in the Rebate Account only for the payment of the Rebate Amount to the United States as required by Section 17J hereof. Funds on deposit in the Rebate Fund in excess of the Rebate Amount, however, may be withdrawn and paid over to the Issuer. In complying with the foregoing, the Issuer may rely upon any instructions or opinion from Bond Counsel. If any amount shall remain in the Rebate Fund after payment in full of all Bonds issued hereunder and after payment in full of the Rebate Amount to the United States in accordance with the terms hereof, such amounts shall be available to the Issuer for any lawful purpose. The Rebate Account shall not be impressed with a lien in favor of the Bondholders, the Bond Insurer or the Trustee and the moneys therein shall be available for use only as herein provided. Money and investments in the Rebate Fund shall not be used for the payment of debt service on the Bonds, and, any provision hereof to the contrary notwithstanding, amounts credited to the Rebate Fund shall be free and clear of any lien hereunder. Moneys and investments in the Rebate Fund shall be invested pursuant to the procedures and in the manner provided in Section 17I. Notwithstanding any other particular Section 20 hereof, the Rebate Amount to the United States the other requirements of Section survive the defeasance or payment I. INVESTMENT OF FUNDS. provision hereof, including in obligation to pay over the of America and to comply with 17J and this Section 17H shall in full of the Bonds. (1) The funds and accounts established by this Resolution shall constitute trust funds for all of the purpose: provided herein and shall be continuously secured in the same manner as governmental deposits are authorized.to be secured b,y the laws of the State of Florida. (2) Money held for the credit of the Revenue Fund, the Sinking Fund, the Reserve Fund or the Rebate Fund shall be invested and reinvested only in Governmental obligations or in any open end or closed end management type investment company or investment trust as permitted under Florida Statute 660.415, as amended. Such investments shall mature or be redeemable at not less than cost and not later than the respective dates, as estimated by the Issuer, that the moneys held for the credit of said Funds will be needed for the purpose of such Funds. If the Issuer fails to direct the investment of any moneys held by the Trustee under this Resolution, such moneys shall be invested in any open end or closed end management type investment company or investment trust as permitted under Florida Statute 660.415, as amended. 27 9a-- 871 0 f Obligations so purchased as investments of moneys in each such Fund shall be deemed at all times to be a part of such Fund. All income and profits from investments of funds in the Revenue Fund and the Sinking Fund shall be retained in such Funds and used and applied as provided above. All income and profits frog investment of funds in the Reserve Fund shall be retained in the Reserve Fund to the extent that the amount therein is not equal to the Reserve Requirement until such time as the amount therein is equal to the Reserve Requirement and shall thereafter be deposited in the Revenue Fund and used and applied as provided above. Notwithstanding the foregoing, however, income and profits derived from investments of moneys in such funds may, at the option of the Issuer, be transferred to the Rebate Fund and be applied to the payment of the Rebate Amount. All income and profits from investments of funds in the Rebate Fund shall be retained therein and applied to the payment of the Rebate Amount or as otherwise provided herein. In computing the amount on deposit to the credit of any Fund, obligations in which money in such Fund shall have been invested shall be valued at the lower of purchase price, amortized value or fair market value. The Trustee shall value the amount on each Fund after each payment of debt service on the Bonds. J. TAX COVENANTS. It is the intention of the Issuer and all parties under its control that the interest on the Bonds issued hereunder be and remain excluded from gross income for federal income tax purposes and to this end the Issuer hereby represents to and covenants with each of the holders of the Bonds issued hereunder that it will comply with the requirements applicable to it contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent necessary to preserve the exclusion of interest on the Bonds issued hereunder from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenants and agrees: (1) to make or cause to be made all necessary determinations and calculations of the Rebate Amount and required payments of the Rebate Amount; (2) to set aside suffi.ient moneys in th.e Rebate Account or elsewhere, from the Pledged Revenues or other legally available funds of the Issuer, to timely pay the Rebate Amount to the United States of America; (3) to pay the Rebate Amount to the United States of America from the Pledged Revenues or from any other legally available funds, at the times and to the extent required pursuant to Section 148(f) of the Code; r (4) to maintain and retain all records pertaining to the Rebate Amount with respect to the Bonds issued hereunder and required payments of the Rebate Amount with respect to the Bonds for ? at least six years after the final maturity of the Bonds or such other period as shall be necessary to comply with the Code; and (5) to refrain from taking any action that would cause the Bonds issued hereunder to become FA rJ arbitrage bonds under Section 148 of the Code. The Issuer understands that the foregoing covenants impose continuing obligations on the Issuer that will exist as along as the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code are applicable to the Bonds. Notwithstanding any other provision of this resolution, including, in particular Section 20 hereof, the obligation of the Issuer to pay the Rebate Amount to the United States of America and to comply with the other requirements of this Section 17J and Section 17H hereof shall survive the defeasance or payment in I full of the Bonds. K. BOOKS AND RECORDS. The Issuer shall keep separately identifiable financial books, records, accounts and data concerning the receipt and disbursement of the Pledged Revenues, and any Bondholder shall have the right at all reasonable times to inspect the same. L. ISSUANCE OF OTHER OBLIGATIONS. The Issuer will not hereafter issue any other obligations payable from the Pledged Revenues, or any of them, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on a parity with the lien of the 1990 Bonds issued pursuant to this Resolution and the interest thereon, upon the Pledged Revenues, except under the conditions and in the manner provided herein. Any obligations issued by the Issuer other than the 1990 Bonds herein authorized and Additional Bonds provided for in Section 17M herein, payable from the Pledged Revenues, shall contain an express statement that such obligations are junior and subordinate in all respect to the Bonds as to lien on, source of and security for payment from the Pledged Revenues. M. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. Additional Bonds, payable on a parity from the Pledged Revenues with the 1990 Bonds, as provided herein, can be issued and delivered only if: (1) There shall be executed and filed with the Issuer a consent by the Bond Insurer, if any, to the issuance of such Additional Bonds. (2) Each ordinance, resolution, or other enabling instrument authorizing the issuance of Additional Bonds will recite that all of the covenants herein contai.nee will be applicable to such Additional Bonds. (3) There shall have been no reduction in the Guaranteed Entitlement pledge and there shall have been mo curtailing or any attempt to curtail any payment of Tax Incrememt Revenues that the CRA or the Issuer is entitled to. (4) The Chief Financial Officer of the Issuer shall file with the Trustee a certificate, to the effect that (i.) the Issuer is not in default in the performance of any of the covenants and obligations assumed by it hereunder or under any ordinance, resolution or other enabling instrument of the Issuer pursuant to which Additional Bonds have been issued, and (ii) all payments herein required to have been made into the funds and accounts provided by this Resolution or by such other ordinance, resolution or enabling instrument shall, as of such date, have been made in full to the extent required. (5) The City Attorney shall file with the Trustee an opinion to the effect that the issuance of such Additional Bonds 29 9 0 --- 871 0 has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled. (6) An opinion of Bond Counsel shall be delivered to the Clerk to the effect that the issuance of such Additional Bonds will not impair the exclusion from gross income for federal income tax purposes of interest paid on any Bonds issued hereunder and then Outstanding. (7) There shall have been obtained and filed with the Issuer a certificate by the Chief Financial Officer certifying the amount of the (a) Guaranteed Entitlement and (b) Tax Increment Revenues received by the Issuer as determined under standard auditing procedures for any twelve (12) consecutive months out of the twenty-four (24) consecutive months immediately preceding the calendar month in which such Additional Bonds are proposed to be issued. In rendering such certificate the Chief Financial Officer may rely upon audited financial statements of the Issuer prepared by independent certified public accountants. (8) There shall have been obt fined and filed with the Issuer a certificate of the Chief Financial Officer pursuant to which he shall certify that the Guaranteed Entitlement and the Tax Increment Revenues as certified in paragraph (7) above were at least equal to one hundred twenty-five percent (125k) of the Maximum Bond Service Requirement payable with respect to all Bonds then Outstanding under this Resolution (other than Bonds which are to be retired or defeased upon the issuance of such Additional Bonds) and any Additional Bonds proposed to be issued. N. MUNICIPAL DEPOSITORIES. All funds and accounts created under this Resolution shall be deposited and maintained in one or more Authorized Depositories as shall be determined by the Chief Financial Officer of the Issuer. O. PAYING AGENTS. The Trustee shall transfer, from the Sinking Fund and accounts established in this Section 17, to the Paying Agent an amount sufficient to pay when due the principal of, interest on and redemption premium, if any, with respect to the Bonds. P. ENFORCEMENT OF COLLECTIONS. The Issuer will diligently enforce its right to receive the Pledged Revenues to the extent lawful, will not take any action that will impair or adversely affect its rights to levy, collect and receive the Pledged Revenues as herein provided, or impair or adversely affect in any manner the pledge of the Pledged Revenues made herein, in each case, that would impair the rights of the Bondholders to receive payment for the Bonds. The Issuer shall. be unconditionally and irrevocably obligated, s.o long as any off the Bonds are outstanding and unpaid, to take all lawful actiori necessary or required to continue to entitle the Issuer - to receive the Pledged Revenues in at least the amounts required 1by this resolution for payment of the Bonds. SECTION 18. THE TRUSTEE. A. The Trustee shall signify its acceptance of the duties and trusts hereby imposed and created by a writing delivered to the Issuer prior to the issuance of the Bonds, to all of which the Issuer agrees and the respective Bondholders, by their purchase and acceptance of the Bonds, agree. B. The Trustee may execute any of the trusts or powers of this Resolution and perform the duties required of the Trustee under this Resolution by or through attorneys, agents, receivers, or employees, and shall be entitled to obtain and rely on advice of counsel concerning all matters of trust and the go- 871 Trustee's duties under this Resolution, and the Trustee shall not be answerable for the negligence or misconduct of any such attorney, agent, receiver, or employee selected by it with reasonable care and shall not be liable for any error of judgment made in good faith by an officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any discretion or power under the Resolution or for anything whatsoever in connection with the trusts created in this Resolution except only for its own willful misconduct or negligence, except that this sentence does not extend the duties established by, or limit the exculpatory effect of, any other provision in this Resolution. C. The Trustee shall not be required to take notice, or be deemed to have notice, of any default under this Resolution other than a default in payment, unless the Trustee has actual notice of such default, or unless specifically notified in writing of such default by the registered owners of at least ten percent (10%) in aggregate principal amount of the Bonds then outstanding. The Trustee may, however, at any time, in its discretion require of the Issuer full information and advice as to the performance of any of the covenants, conditions and agreements contained in this Resolution. D. The Trustee shall be under no obligation to take any action in respect of any default or toward the enforcement of any of the trusts created by this Resolution or to institute, appear in or defend any suit or other proceeding in connection therewith, unless requested in writing to do so by the registered owners of at least ten percent (10%) in aggregate principal amount of the Bonds then outstanding, and if in the Trustee's opinion such action may tend to involve the Trustee in expense or liability, unless furnished, from time to time as often as the Trustee may require, with reasonable security and indemnity satisfactory to the Trustee. E. The Trustee and any bank or trust company in common control with the Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds issued under and secured by this Resolution, and may join in or take any action that any Bondholder may be entitled to take with like effect as if the Trustee were not a party to this Resolution. The Trustee and any bank or trust company in common control with the Trustee, as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer, and may act as depository, trustee, or agent for any committee ,or body of Bondholders. F. The Trustee may resign and thereby become discharged from the trusts and duties created hereby, by giving sixty(60) days prior written notice to the Issuer and by giving written notice to the Bondholders not less than sixty (60) days before such resignation is to take effect; provided however that such resignation shall take effect immediately upon the appointment of a new Trustee, if such new Trustee shall be appointed before the time limited by such notice and shall then accept the trusts and duties hereof, and provided further that no resignation shall become effective unless and until a new trustee has been appointed. G. The Trustee at any time and for any reason may be removed by an instrument in writing, filed with the Trustee so removed and executed by the registered owners of a majority in aggregate principal amount of the Bonds then outstanding, appointing a successor Trustee. The Trustee may not be removed 31 90-- 871 0 pursuant to this subsection unless and until a successor Trustee has been appointed and has accepted such appointment in accordance with subsection K below. H. If at any time the Trustee shall resign, or shall be removed, or be dissolved, or otherwise become incapable of acting, or if the Trustee's property or affairs shall be taken under the control of any state or federal court or administrative body because of insolvency or bankruptcy, or for any other reason, a vacancy shall thereupon exist in the office of the Trustee and no appointment of a successor trustee shall be made pursuant to the foregoing provisions of this section, the registered owner of any Bonds outstanding hereunder or any retiring trustee may apply to any court of competent jurisdiction to appoint a successor trustee. Such court may thereupon, after such notice, if any, as such court may deem proper prescribe and appoint a successor trustee. I. Any successor trustee appointed pursuant to this section shall be a bank or trust company organized and doing business under the laws of the United States or any state or territory thereof with trust powers and having combined capital and surplus of at least $50,000,000, if such a bank or trust company, willing and able to accept the trust on reasonable or customary terms can, with reasonable effort, be located. J. If at any time the Trustee shall resign and no appointment of a successor trustee shall be made pursuant to the foregoing provisions of this section prior to the date specified in the notice of resignation as of the date when such resignation shall take effect, then the Trustee or the registered oviner of any Bond may apply to any court of competent jurisdiction to appoint a successor trustee, such court may thereupon, after such notice, if any, as said court may deem proper, prescribe and appoint a successor trustee. - K. Any successor trustee appointed under this section shall execute, acknowledge and deliver to the Issuer an - instrument accepting such appointment under this Resolution, and thereupon such successor trustee, without any further act, deed ` or conveyance, shall become duly vested with all the estates, property, rights, powers, trusts, duties and obligations of the successor trustee's predecessor in the trust under this Resolution, with like effect as if originally named Trustee in this Resolution. Upon request of such successor trustee, the Trustee ceasing to act and the Issuer shall execute and deliver an instrument transferring to such successor Trustee all of the estates, property, rights, powers and trusts under this Resolution of the Trustee so ceasing to act, and the Trustee so ®' ceasing to act shall pay over to the successor trustee all of the monies and the assets at the time held by the Trustee under this Resolution. L. Any corporation or association into which any Trustee may be merged or with which the Trustee may be consolidated, or any corporation or association resulting from any merger or consolidation to which any Trustee under this Resolution shall be a party, or any corporation or association to which any trustee under this Resolution may transfer substantially all of the trustee's assets, shall be the successor trustee under this Resolution, without the execution or filing of any paper or any further act on the part of the parties hereto, anything in this Resolution to the contrary notwithstanding. M. Notwithstanding any other provisions of this section, the Trustee shall, provided the Trustee is indemnified (under the circumstances and to the extent provided in subsection D hereof) to the Trustee's satisfaction, during the existence of a default known to the Trustee in accordance with subsection C above, exercise such of the rights and powers vested in the Trustee by this Resolution and use the same degree or skill and care in their exercise as a prudent man would use and exercise under the circumstances in the conduct of his own affairs, provided, however, that the liability of the Trustee shall only be to the extent provided in subsection B above. N. Prior to the occurrence of an event of default, the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Resolution. 0. The Trustee shall not be responsible for any recital herein or in the Bonds (except with respect to the certificate of the Trustee endorsed on the Bonds), or for the validity of this Resolution or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby. P. The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. Q. As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument,, paper or proceeding, the Trustee shall be entitled to rely upon e certificate signed by the Issuer as sufficient evidence of the facts therein contained and shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of the officials of the Issuer who executed the Bonds (or their successors in office) under the seal of the Issuer to the effect that a resolution in the form therein set forth has been adopted by the Issuer as conclusive evidence that such resolution has been duly adopted and is in full force and effect. R. No provision of this Resolution shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or pokers. S. The Trustee, Paying Agent, and the Bond Registrar shall be entitled to payment and reimbursement for reasonable fees for services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee or Paying Agent or Bond Registrar in connection with such services, and the Issuer agrees to pay such fees from legally available moneys of the Issuer. SECTION 19. MODIFICATION OR AMENDMENT. This Resolution may be amended by the Issuer at any time and from time to time. prior to the issuance of the 1990 Bonds. Thereafter, no modification or amendment of this Resolution or of any ordinance or resolution amendatory hereof or supplemental hereto, materially adverse to the Bondholders may be made without the consent in writing of Bondholders of two-thirds (2/3rds) or more in principal amount of the Bonds then Outstanding but no modification or amendment shall permit a change (a) in the maturity of the Bonds or a reduction in the rate of interest thereon or in the amount of the principal obligation, (b) that would affect the unconditional promise of the Issuer to collect and hold the Pledged Revenues, as herein provided, or provide for the payment of such Pledged Revenues as herein provided, or (c) that would reduce such percentage of Bondholders required above for such modifications or amendments, without the consent of all of the Bondholders of Bonds then Outstanding. For the purpose of Bondholders' voting rights or consents, the Bonds owned by or held for the account of the Issuer, directly or indirectly, shall not be counted. SECTION 20. DEFEASANCE. If, at any time, the Issuer shall have paid, or shall have made provision for the payment of, the principal, interest and redemption premiums, if any, with respect to the Bonds of any series or any maturity thereof, and the fees and charges with respect thereto, then, in that event, the pledge of and lien on the Pledged Revenues in favor of the Bondholders of such Bonds, and all other liens created hereby in favor of such Bondholders, shall no longer be in effect with respect to such Bonds. For purposes of the preceding sentence, the deposit of cash, Governmental Obligations or bank certificates of deposit fully secured as to principal and interest by Governmental Obligations in irrevocable trust with a trustee or a banking institution or trust company, for the sole benefit of such Bondholders (including moneys in the Funds created hereunder and available to be applied for such purposes), in an aggregate principal amount which, together with interest to accrue thereon, will be sufficient to make timely payment of the principal, interest, and redemption premiums, if any, on such Bonds, shall be considered "provision for payment" if the same shall have been verified as sufficient for such purposes in a written report by a nationally recognized independent certified public accounting firm and if provision, satisfactory to the Paying Agent, shall have been made with respect to all Paying Agent fees and expenses related to such Bonds. Nothing herein shall be deemed to require the Issuer to call any of the outstanding Bonds for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion of the Issuer in determining whether to exercise any such option for early redemption. If such conditions have been satisfied with respect to all Bonds issued hereunder and then outstanding, all ruoneys held in any Fund or Account created hereby that are in excess of the amounts required to pay or make provision for payment of the principal and interest on such Bonds may be withdrawn and the same shall be applied by the Issuer for any lawful purpose. SECTION 21. EVENTS OF DEFAULT. Each of the following events is hereby declared an "event of default," that is to say if: (a) payment of principal of any Bond shall not be! made when the same shall become due and payable, either at maturity (whether by acceleration or otherwise) or on required payment dates by proceedings for redemption or otherwise; or (b) payment of any installment of interest shall not be made when the same shall become due and payable; or (c) the Issuer shall for any reason be rendered incapable of fulfilling its obligations hereunder to the extent that the payment of or security for 34 90- 871 the Bonds would be materially adversely affected, and such conditions shall continue unremedied for a period of thirty (30) days after the Issuer becomes aware or receives notice of such conditions; or (d) an order or decree shall be entered, with the consent or acquiescence of the Issuer, appointing a receiver or receivers of the Issuer, or its assets, the Pledged Revenues, or any part thereof or the filing of a petition by the Issuer for relief under federal bankruptcy laws or any other similar law or statute of the United States of America or the State of Florida, which shall not be dismissed, vacated or discharged within thirty (30) days after the filing thereof; or (e) any proceedings shall be instituted, with the consent or acquiescence of the Issuer, for the purpose of affecting a composition between the Issuer and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statutes now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the Pledged Revenues; or _ (f) the entry of a final judgment or judgments for the payment of money against the Issuer which subjects any of the funds pledged hereunder to a lien for the payment thereof in contravention of the provisions of this resolution for which there does not exist adequate insurance, reserves or appropriate bonds for the timely payment thereof, and any such judgment shall not be discharged within ninety (90) days from the entry thereof or an appeal shall not be taken therefrom or from the order, decree or process upon which or pursuant to which such judgment shall have been granted or entered, in such manner as to stay the execution of or levy under such judgment, order, decree or process or the enforcement thereof; or (g) the Issuer shall default in the due and punctual performance of any of the. covenants, conditions, agreements and provisions contained in the Bonds or in this resolution on the part of the Issuer to be performed, other than those mentioned in clauses (a) and (b) above, and such default shall continue for thirty (30) consecutive days after written notice specifying such default and requiring the same to be remedied: shall have been given to the Issuer by the registered owners of not less than ten percent (10%) in aggregate principal amount of the Bonds Outstanding. Notwithstanding the foregoing, with respect to the events described in clause (g), the Issuer shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the Issuer in good faith institutes appropriate curative action and diligently pursues such action until the default has been corre- ted. Prior to exercising any remedies under this Section 21 Bondholders shall cooperate with holders of Series 1989 Bonds and other Outstanding Bonds, if any, or 35 90-- 871 representatives thereof so that the interest of holders of the Series 1989 Bonds and other Outstanding Bonds, if any, and the Bondholders hereunder with respect to Guaranteed Entitlement are equally and ratably protected. SECTION 22. ENFORCEMENT OF REMEDIES. Upon the happening and continuance of any event of default specified in Section 21 above, then and in every such case, the Trustee may proceed, and upon the written request of the owners of not less than twenty-five percent (25%) in aggregate principal amount of the Bonds and the Bond Insurer, shall proceed, subject to the provisions of Sections 18D and 25 hereof, to protect and enforce the rights of the Bondholders under the laws of the State of Florida, including the Act, and under this resolution, by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board, body or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, all as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy against the Issuer under this resolution the Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any default becoming, and at any time remaining, due from the Issuer for principal, interest or otherwise under any provisions of this resolution or of such Bonds and unpaid, with interest on overdue payments of principal and, to the extent permitted by law, on interest, at the rate or rates of interest specified im such Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under such Bonds, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the Issuer, but solely as provided herein and in such Bonds, for any portion of such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (but solely from moneys in the Sinking Fund, the Reserve Fund and any other moneys available for such purpose) in any manner provided by law, the moneys adjudged or decreed to be payable. SECTION 23. ACCELERATION OF MATURITIES. Upon the happening and continuance of any event of default specified in Section 21 above, then and in every such case the Trustee may, and upon the written request of the owners of not less than a majority of the aggregate principal amount of Bonds Outstanding shall, by a notice in writing to the Issuer., declaye the principal of all of the Bonds then Outstanding (if not then due and payable) and accrued interest thereon to be due and payable immediately, with such premium as may be required for optional redemption and upon such declaration the same: shall become and be immediately due and payable, anything contained in the Bonds or in this resolution to the contrary notwithstanding; provided, however, that if at any time after the principal of the Bonds shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit, action or proceeding instituted on account of such default, or befor-e the completion; of the enforcement of any other remedy -under this resolution, moneys shall have accumulated in the appropriate Funds and Accounts created under this resolution sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all Bonds then Outstanding (except the principal of any Bonds not then due and payable by their terms and the interest accrued on such Bonds since the last interest payment date), and the charges, compensation, expenses, disbursement, advances and liabilities of the Trustee and all 36 90- 871 other amounts then payable by the Issuer hereunder shall have been paid or a sum sufficient to pay the same shall have been set aside, and every other default known to the Trustee, in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or in this resolution (other than a default in the paymLnt of the principal of such Bonds then due and payable only because of declaration under this Section) shall have been remedied to the satisfaction of the Trustee, then and in every such case the Trustee may, and upon the written request of the owners of not less than a majority in aggregate principal amount of the Bonds Outstanding shall, by written notice to the Issuer, rescind and annul such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. SECTION 24. EFFECT OF DISCONTINUING PROCEEDINGS. In case any proceeding taken by the Trustee or any Bondholder on account of any default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or such Bondholder, then and in every such case the Issuer, the Trustee and Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken. SECTION 25. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS. Anything in this resolution to the contrary notwithstanding, the holders of a majority in aggregate principal amount of the Bonds Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of Secticm 18 of this Resolution, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders not parties to such direction. SECTION 26. RESTRICTIONS ON ACTIONS BY INDIVIDUAL BONDHOLDERS. No Bondholder shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder or for any other remedy hereunder unless such Bondholder previously shall have given to the Trustee written notice of the event of default on account of which such suit, action or proceeding is to be taken, and unless the holders of not less than Lwenty-five percent (25%) in aggregate principal amount of the Bonds Outstanding shall have made written request of the Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinabc,ve granted or to institute such action, suit or proceeding in it:; or their name, and unless, also, there shall have been offered tc) the Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, including the reasonable fees of its attorneys (including fees on appeal), and the Trustee shall have refused or neglected to comply with such request within a reasonable time and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this resolution or for any other remedy hereunder. It is understood and intended that no one or more owners of the Bonds hereby secured shall have any right in any manner whatever by his 37 90- 871 or their action to affect, disturb or prejudice the security of this resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders, and that any individual rights of action or any 3ther right given to one or more of such owners by law are restricted by this resolution to the rights and remedies herein provided. Nothing contained herein, however, shall affect or impair the right of any Bondholder, individually, to enforce the payment of the principal of and interest on his Bond or Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this resolution. SECTION 27. PRO RATA APPLICATION OF FUNDS. Anything in this resolution to the contrary notwithstanding, if at any time the Pledged Revenues shall not be sufficient to pay the principal of or the interest on the Bonds, as the case may be, as the same become due and payable (either by their terms or by acceleration of maturities), such funds, together with any funds then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this resolution or otherwise, shall, after payment of all reasonable fees of Trustee, Paying Agent, Bond Registrar and Authenticating Agent, be applied as follows: (a) Unless the principal of all the Bonds shall have become due and payable, all such funds shall be applied (1) first, to the payment of all installments of interest then due, in the order of the maturity of the installments of such interest, to the persons entitled thereto, ratably, without any discrimination or preference, and (2) then, to the payment of all installments into the Interest Account and then into the Principal Account or Redemption Account in the Sinking Fund, in the order of the requirement for the deposit of such installments, or ratably if in the same order of payment, without discrimination or preference. (b) If the principal of all the Bonds shall have become due and payable, all such funds shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all such Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 24 above, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all such Bonds shall later become due and payable or be declared due and payable, the funds remaining in and thereafter accruing to the Sinking Fund or the Reserve Fund shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever funds are to be applied pursuant to the provisions of this Section, such funds shall be applied at such times, and from time to time, as the Issuer or the Trustee, as the case may be, in its sole discretion shall determine, having due regard to the amount of such funds available for application and the likelihood of additional funds becoming available for such application in the future; the setting aside of such funds, in trust for the proper purpose, shall constitute proper application of such funds. Whenever such discretion in applying such funds shall be exercised, the date (which shall be an interest payment date unless another date more suitable shall be fixed) upon which such application is to be made shall be fixed by the Issuer or the Trustee and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. Such notice as shall be deemed to be appropriate of the fixing of any such date shall be given. No payment to the owner of any Bond shall be required unless such Bond shall be presented to the Trustee or to the Issuer, as the case may be, for appropriate endorsement or for cancellation if fully paid. SECTION 28. S anything in this resolution to the c interest and redemption premium, if series of Bonds are paid by a Bond I Provider with respect to such series amounts or deposit from time to time created hereby and all covenants, ag obligations of the Issuer to the Bon Bonds shall continue to exist and th Reserve Product Provider, to the ext entity with respect to such series o to the rights of such Bondholders. UBROGATION. Notwithstanding ontrary, if the principal, any, with respect to any nsurer or Reserve Product of Bonds, the pledge of the in the funds and accounts reements and other dholders of such series of e Bond Insurer and/or the ent of any payment by such f Bonds shall be subrogated SECTION 29. the occurrence of an event of default so long as no event described in Sect occurred with respect to the Bond InE shall, to the extent permitted by lau of the Bonds of the series insured bl purpose of receiving notices and the for purposes of giving any approvals, exercising any other remedial rights resolution. BOND INSURER'S RIGHTS. Upon under this resolution, and ion 30 hereof shall have urer, the Bond Insurez be deemed a holder of all such Bond Insurer for the sole holder of such Bonds directions and requests or under the terms of this SECTION 30. LIMITATION ON RIGHTS OF BOND INSURER. Notwithstanding any other provision contained in this resolution to the contrary: (i) If a Bond Insurer shall be in default in the due and punctual performance of its obligations under its Municipal Bond Insurance Policy or if such policy for whatever reason is not then enforceable and in full force and effect; or (ii) If a Bond Insurer shall apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of such Bond Insurer or of all. or a substantial part of its assets, or shall admit in writing its inability, or be generally unable, to pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, 39 9a-- 871 insolvency, reorganization, winding up or composition or adjustment of debts, or shall fail to convert in a timely and appropriate manner, or acquiesce in writing to, any other petition filed against such Bond Insurer in any involuntary case under said Federal Bankruptcy Code, or shall take any other action for the purpose of effecting the foregoing; or (iii) If a proceeding or case shall be commenced without the application or consent of a Bond Insurer, in any court of competent jurisdiction seeking the liquidation, reorganization, dissolution, winding up or composition or readjustment of debts of such Bond Insurer or the appointment of a trustee, receiver, custodian, or liquidator or the like, of such Bond Insurer or of all or a substantial part of its assets, or similar relief with respect to such Bond Insurer under any law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and such proceeding or case shall continue undismissed and an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue unstayed in effect for a period of sixty (60) days from the commencement of such proceedings or case, or any order for relief against such Bond Insurer shall be entered in any involuntary case under said Federal Bankruptcy Code; then and in any such event such Bond Insurer shall not be entitled to any rights specifically granted to it herein to consent to, approve or participate in any actions proposed to be taken by the Issuer, a Bondholder or any of them pursuant to this resolution. SECTION 31. SEVERABILITY. If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Bonds issued hereunder. 40 90- 871 SECTION 32. REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions or parts thereof, including, without limitation, Resolution No. 90-0196, in conflict herewith are hereby repealed. SECTION 33. E-EFECTIVE DATE. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED, this 8th day of Nove ber, 0. ',,avier L. SuZFez, Mayor (SEAL) Prepared and Approved by: Approved As To Form and Correctness: Assistant City Attorney $11,500,000* CITY OF MIAMI, FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS SERIES 1990 BOND PURCHASE AGREEMENT Date: , 1990 City Commission City of Miami Miami, Florida Dear Commission Members: The undersigned, Paine Webber Incorporated (the "Underwriter") acting not as a fiduciary or agent to you, but on our own behalf and on behalf of Grisby Branford Powell Inc., Guzman & Company, and AIBC Investment Services Corp., offers to enter into this Bond Purchase Agreement (the "Purchase Agreement") with you, as the governing body (the "Commission") of the City of Miami, Florida (the "City") for the purchase and sale by the City of all, but not less than all, of the City's Community Redevelopment Revenue Bonds, Series 1990, in the aggregate principal amount of $11,500,000* (the "Bonds"), as specified below. This offer is made subject to acceptance by the City prior to 11:00 P.M., eastern standard time, on the date hereof, and upon such acceptance and approval, as evidenced by signatures in the spaces provided below, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the City and the Underwriter. If this offer is not so accepted and approved, it is subject to withdrawal by the Underwriter upon written notice delivered to the City's Mayor at any time prior to such acceptance and approval. The financial disclosure letter required to be provided to the City pursuant to Section 218.385, Florida Statutes, is attached hereto as Exhibit A. All terms used herein as defined terms and not otherwise def ined shall have the meanings set forth in the Bond Resolution which is defined and described in the next paragraph. */ Subject to change. EXHIBIT "A" 9U-- 871 f N I t 1. Purchase. Sale and Delivery of the Bonds. (a) Subject to the terms and conditions and in reliance upon the representations and agreements set forth in this Purchase Agreement, the Underwriter hereby agrees to purchase from the City and the City hereby agrees to sell to the Underwriter all (but not less than all) of the Bonds described on Exhibit B with respect to their date, interest rates, payment dates, maturities and redemption. The purchase price for the Bonds shall be $ plus accrued interest, calculated on a 360-day year basis, from 1, 1990 to the Closing Date (hereinafter defined). The Bonds shall be substantially in the form described in, shall be issued and secured under the provisions of, and shall be payable as provided in Resolution No. adopted by the City Commission on , 1990 as amended and supplemented from time to time (collectively, the "Bond Resolution"), provided that any amendments or changes are mutually agreed upon by the City and the Underwriter. A certified copy of the Bond Resolution shall be delivered to the Underwriter prior to the Closing Date. The Bonds are authorized to be issued pursuant to the Constitution and the laws of the State of Florida (the "State"), particularly Chapter 166 and Chapter 163, Part III, Florida Statutes, as amended, the City's Charter and Code and other applicable provisions of law. The Bonds will be special obligation revenue bonds of the City payable solely from certain Tax Increment Revenues and Guaranteed Entitlement Revenues received by the City from the County with respect to the Tax Increment Revenues and from the State with respect to the Guaranteed Entitlement Revenues. The proceeds of the Bonds shall be used to provide funds to (i) retire the City's outstanding Section 108 Department of Housing and Urban Development Loan in the amount of $5,980,400, (ii) retire a loan of $750,000 from the City of Miami, (iii) pay the costs of the Project, (iv) [purchase a bond reserve account surety bond] and (v) pay costs and expenses incurred in connection with the preparation, issuance and sale of the Bonds. (b) The City hereby ratifies and approves the distribution of a Preliminary Official Statement by the Underwriter in connection with the offer for sale of the Bonds. The City hereby authorizes the Underwriter to use and distribute a final Official Statement in substantially the form presented to the City with this Purchase Agreement (the "Official Statement") with such additional changes and amendments as shall be approved by the Underwriter and the City. The City also authorizes the Underwriter to use and distribute this Purchase Agreement, and -2- ,J0-- 871 all other documents, certificates and statements furnished by the City to the Underwriter in connection with the transactions contemplated by this Purchase Agreement with respect to the procurement of insurance, if any, and ratings for the Bonds. (c) The Underwriter agrees to make a bona fide public offering of the Bonds, solely pursuant to the Official Statement, at the initial offering prices set forth in Exhibit B attached hereto, reserving, however, the right (a) to change such initial offering prices as the Underwriter shall deem necessary in connection with the remarketing of the Bonds and (b) to offer and sell the Bonds to certain dealers (including dealers depositing the Bonds into investment trusts) at concessions to be determined by the Underwriter. The Underwriter also reserves the right to over -allot or effect transactions that stabilize or maintain the market prices of the Bonds at levels above that which might otherwise prevail in the open market and to discontinue such stabilizing, if commenced, at any time. (d) Delivered to the City immediately prior to the execution of this Purchase Agreement by the City, is a check in the amount of $ approximately 1% of the principal. amount of the Bonds, made payable to the City ("Good Faith Check") for the performance by the Underwriter of its obligation to accept delivery of and pay for the Bonds on the Closing Date in accordance with the provisions of this Purchase Agreement. If this offer is accepted by the City, the Good Faith Check shall be held uncashed by the City. There shall be no interest due the Underwriter during the time said Good Faith Check shall be held by the City. The City shall return the Good Faith Check to the Underwriter once the Underwriter has performed its obligation to accept and pay for. the Bonds on the Closing Date in accordance with this Purchase Agreement. Upon the City's failure to deliver the Bonds on the Closing Date, or if the conditions to the obligations of the Underwriter contained in this Purchase Agreement shall be unsatisfied (unless waived by the Underwriter), or if such obligations shall be terminated for any reason permitted by this Purchase Agreement, the City shall immediately return the Good Faith Check to the Underwriter. Upon the return of such Good Faith Check to the Underwriter all claims and rights the Underwriter may have against the City in connection with this Purchase Agreement shall be fully released and discharged. In the event that the Underwriter fails (other than for a reason permitted under this Purchase Agreement) to accept delivery of and pay for the Bonds on the Closing Date, such Good Faith Check shall be retained and cashed by the City and shall constitute full liquidated damages and not a penalty for such failure and for any and all defaults hereunder on the part of the Underwriter, and shall constitute full release and discharge of all claims and rights hereunder of the City against -3- 9 0 -- 871 the Underwriter. Except as set forth in Section 4 hereof, no party hereto shall have any further rights against any other hereunder. After the Closing, the Underwriter shall promptly notify the City in writing of the "end of the underwriting period" (as defined in Section 2(h) of this Purchase Agreement) and of the filing of the Official Statement with a "nationally recognized municipal securities information repository" (as defined in Section 2(h) of this Purchase Agreement), if filed with a repository. (e) The City shall cause to be delivered to the Underwriter sufficient copies of the Official Statement (i) signed on behalf of the City by the Mayor of the City by facsimile signature within seven business days from the date of this Purchase Agreement, and (ii) signed manually by the Mayor on the Closing Date. (f) At 10:00 A.M., eastern standard time, on or about 1990, or at such earlier or later time or date as shall be agreed upon by the Underwriter and the City (such time and date being herein referred to as the "Closing Date"), the City will deliver to the Underwriter, at a location to be designated by the Underwriter, in New York, New York, or at such other place as the City and the Underwriter mutually agree upon, the Bonds in definitive form duly executed by the City; and the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in paragraph (a) of this Section by check payable in Federal or other immediately available funds or by wire transfer at the discretion of the City. The Bonds shall be made available to the Underwriter by the City at the location specified by the Underwriter at least (24) hours prior to the Closing Date for the purposes of inspection and packaging. The Bonds shall be issued initially in fully registered form in such denominations and in such names as the Underwriter shall request by written notice to ("Bond Registrar") at least 7 days in advance of the Closing Date. The City consents to the Bonds bearing CUSIP numbers provided neither the printing of a wrong number on any Bonds nor the failure to print a number thereon shall constitute cause to refuse delivery of any Bond by the Underwriter. 2. Representations and Agreements of the City. The City hereby represents and agrees with the Underwriter that: (a) The City is a duly constituted municipal corporation of the State of Florida, created and validly existing under and by virtue of the Constitution, laws of the State of Florida, its Charter and Code and has, and at the Closing Date -4- 9 0 -- 871 will have, full legal right, power and authority (i) to enter into this Purchase Agreement, (ii) to adopt the Bond Resolution, (iii) to pledge the Tax Increment Revenues and the Guaranteed Entitlement Revenues for the repayment of the Bonds, (iv) to issue, sell and deliver the Bonds to the Underwriter pursuant to the Bond Resolution as provided herein, and (v) to carry out, give effect to and consummate the transactions contemplated by this Purchase Agreement, the Bond Resolution, [the Financial Guaranty Agreement], and the Official Statement; (b) The City has complied, and Date be in compliance, in all material provisions of the Constitution, Chapter 166 III, of the Florida Statutes, the City's other applicable laws of the State in issuance and delivery of the Bonds. will at th respects, and Chapter Charter and connection e Closing with all 163, Part Code and with the (c) The City has duly and validly adopted the Bond Resolution, has duly authorized and approved the execution and delivery of the Bonds, this Purchase Agreement, [the Financial Guaranty Agreement], and the Official Statement and has duly authorize-1 and approved the performance by the City of its obligations contained in, and the taking of any and all action as may be necessary to carry out, give effect to and consummate the transactions contemplated by each of said documents, and at the Closing Date, the Bonds, the Bond Resolution, [the Financial Guaranty Agreement], and this Purchase Agreement (assuming due authorization, execution and delivery by the other parties to this Purchase Agreement and the [Financial Guaranty Agreement.]) will constitute the valid, legal and binding obligations of the City, and the Bond Resolution will be in full force and effect; [(d) The City will use its best efforts to amend and supplement the Bond Resolution prior to the Closing Date to (i) provide that the payment of the principal and interest on the Bonds shall be insured by a municipal bond insurance policy and a Bond Reserve Account Surety Bond, as both are described in the Official Statement, (ii) provide for the requirements of the bond insurer, and (iii) provide for a special payment fund.] (e) The enactment of the Bond Resolution, the execution and delivery of the Bonds, this Purchase Agreement, and [the Financial Guaranty Agreement], and compliance with the provisions of those documents, under the circumstances contemplated thereby and hereby, do not and will not in any material respect conflict with or constitute on the part of the City a breach of or default under any indenture, deed of trust,, mortgage, agreement, or other instrument to which the City is A party, or conflict with, violate, or result in a breach of any existing law, public administrative rule or regulation of the -5- .70_. 871 • State of Florida or the United States or any department, division or agency thereof, judgment, court order or consent decree to which the City is subject; (f) All approvals, consents, authorizations, elections and orders of or filings or registrations with any governmental authority, legislative body, board, agency or commission having jurisdiction which would constitute a condition precedent to, or the absence of which would materially adversely affect, the due performance by the City of its obligations under the Bond Resolution, the Bonds, (the Financial Guaranty Agreement), and this Purchase Agreement have been obtained and are in full force and effect except for such approvals, consents and orders as may be required under the "Blue Sky" or securities laws of any state in connection with the offering and sale of the Bonds (as to which no representation is made). (g) The Official Statement is, and (as supplemented with the written approval of the Underwriter, if the Official Statement shall have been supplemented) will be, as of the Closing Date, true, correct and complete in all material respects and does not, and will not as of the Closing Date, contain any untrue statement of a material fact or omit to state a material fact that is necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, with the exception of the information supplied in writing by the Underwriter and the bond insurer, if any, for inclusion in the Official Statement as to which no representation is made; (h) If between the date of this Purchase Agreement and the date earlier of (i) ninety (90) days from the "end of the underwriting period" or (ii) the time when the Official Statement is available to any person from a "nationally recognized municipal securities information repository", but in no case for less than twenty-five (25) days following the "end of the underwriting period", an event occurs affecting the City or any transaction contemplated by this Purchase Agreement, the Bond Resolution or the Official Statement that could cause the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact that should be included therein for the purposes for which the Official Statement is used or that is necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriter, and, if in the opinion of the City or the Underwriter such event requires an amendment or supplement to the Official Statement, the City will change, amend or supplement the Official Statement so as to correct the foregoing in a form and in a manner acceptable to the Underwriter and at the reasonable expense of the Underwriter; provided, however, if such event shall occur on or prior to the M 90-- 871 Closing Date and is material to the financing contemplated by the Purchase Agreement, the Underwriter in its sole discretion shall have the right to terminate its obligation hereunder by written notice to the City, and the Underwriter shall be under no obligation to purchase and pay for the Bonds. Each such amendment or supplement to the Official Statement shall also be filed by the City with each "nationally recognized municipal securities information repository" with which the Official Statement has been filed, if filed with one or more repositories. The term "end of the underwriting period" means the later of such time as (i) the City delivers the Bonds to the Underwriter or Hi) the Underwriter does not retain, directly or as a member of an underwriting syndicate, an unsold balance of the Bonds for sale to the public. The term "nationally recognized municipal securities information repository" means any organization recognized and designated as such by the Securities and Exchange Commission; (i) All proceedings of the Council relating to the enactment of the Bond Resolution, the approval and authorization of the execution and delivery of this Purchase Agreement, [the Financial Guaranty Agreement], and the Official Statement, and the approval and authorization of the issuance and sale of the Bonds, were conducted at duly convened public meetings of the Council, with respect to which all notices were duly given to all Members of the Council, and at which meetings quorums were at all times present and acting throughout; (j) Except as described in the Official Statement, no action, suit, proceedings, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, is pending or, to the knowledge of the City, threatened wherein an unfavorable decision, ruling or finding would materially adversely affect the existence of the City or affecting the existence or the powers of the City, or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Bond Resolution or in any way contesting or affecting the validity of the Bonds, the Bond Resolution, this Purchase Agreement, [the Financial Guaranty Agreement], or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of the Official Statement or the powers of the City or its authority with respect to the Bonds, the Bond Resolution, or the execution and delivery of this Purchase Agreement, [the Financial Guaranty Agreement], or any action of the City contemplated by any of the documents, or which would adversely affect the exemption of interest paid on the Bonds from Federal income taxation, nor to the knowledge of the City, is there any basis therefor; -7- �0-- 871 - ------------- (k) The City will apply the proceeds of the Bonds in accordance with the Bond Resolution; (1) Any certificate signed by the Mayor, Clerk, a Deputy Clerk, or other authorized official or individual of the City shall be deemed a representation by the City to the Underwriter as to the statements made therein; and (m) Since January 1, 1975, there have been no defaults with respect to any bonds issued by the City or its agencies. 3. Conditions to the Obligations of the Underwriter. The obligations of the Underwriter to accept delivery of and pay for the Bonds on the Closing Date shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations on the part of the City contained herein as of the date of this Purchase Agreement and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the City made in any certificates or other documents furnished pursuant to the provisions hereof, to the performance by the City of its obligations to be performed hereunder at or prior to the Closing Date and to the following additional conditions: (a) At the ( the Official Statement, force and effect and supplemented in any mat as may have been agree( City, (ii) each of the contained in Section 2 complete and correct i and ( i i i ) the City sha performed, all obligai specified in this Purcl :losing Date, (i) this Purchase Agreement, and the Bond Resolution, shall be in full ;hall not have been amended, modified or erial respect after the date hereof except l to in writing by the Underwriter and the representations and warranties of the City of this Purchase Agreement shall be true, n all material respects as if then made; 11 have performed, or caused to have been ,ions required to be performed under or ase Agreement at or prior to the Closing; (b) Between the date of this Purchase Agreement and the Closing Date, the market price or marketability, at the initial offering prices set forth in Exhibit B, of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the City terminating the obligation of the Underwriter to accept delivery of and pay for the Bonds), by reason of any of the following: (1) Legislation is enacted or is introduced by the Congress of the United States or the House of Representatives or the Senate of the Congress of the United States shall have adopted legislation, or between the date hereof and the Closing Qs= 90._ 871 Date, a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States of America, or legislation shall be favorably reported by such a committee or be introduced, by amendment or otherwise, in, or be passed by, the House of Representatives or the Senate, or recommended to the Congress of the United States of America for passage by the Chairman of the Finance Committee, or Ways and Means Committee of the Senate or House of Representatives, respectively, of the United States of America, or be enacted by the Congress of the United States of America, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation or official statement (final, temporary or proposed) issued or made by or on behalf of the Treasury Department of the United States or the Internal Revenue Service, with the purpose or effect, directly or indirectly, of imposing Federal income taxation upon such interest as would be received by the holders of the Bonds; or (2) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by, any governmental body, department or agency in the State of Florida, or a decision by any court of competent jurisdiction within the State or in any Federal Court shall be rendered which, in the Underwriter's reasonable opinion, materially adversely affects the market price of the Bonds or the State of Florida tax consequences of any of the transactions contemplated herewith; or (3) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all the underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, the Securities Act of 1933, as amended and as then in effect, or the registration provisions of the Securities Exchange Act of 1934, as amended and as then in effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended and as then in effect; or (4) the Comptroller of the Currency, the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restriction not now existing, or increase materially those now in force, with respect to the extension of credit by, or change in Wz 9 0 -- 871 0 0 the net capital requirements of, or financial responsibility requirements of, the Underwriter; or (5) legislation shall be enacted by the Congress of the United States of America, or a decision by an appellate court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under or from other requirements of the Securities Act of 1933, as amended and as then in effect, of the Securities Exchange Act of 1934, as amended and as then in effect, or that the Bond Resolution is not exempt from qualification, as an indenture under or other requirements of the Trust Indenture Act of 1939, as amended and as then in effect; or (6) the United States shall have become engaged in hostilities which have resulted in a declaration by the United States of war or a national emergency; (7) the declaration of a general banking moratorium by Federal, New York or Florida authorities, or the general suspension of trading on the New York Stock Exchange; (S) the rating for the Bonds shall have been downgraded or withdrawn by a national rating agency, or the conditions of any rating agency regarding the final approval of any rating of the Bonds shall not have been satisfied, which, in the Underwriter's opinion, materially adversely affects the market price of the Bonds; or (9) any event occurring or information becoming known, other than the information provided by the Underwriter, which makes untrue in any material respect any material statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (c) At or prior to the Closing Date the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter and its counsel: (1) The Official Statement executed on behalf of the City by its Mayor; (2) The Bonds and this Purchase Agreement shall have been duly authorized, executed and delivered in the form approved by the Underwriter with only such changes to said -10- �0-- 871 V documents as shall be mutually agreed upon by the City and the Underwriter; (3) A final legal opinion of Bond Counsel dated the Closing Date and addressed to the City with respect to the validity and tax exemption of the Bonds, in substantially the form attached to the Official Statement as an Appendix; (4) A supplemental opinion in substantially the form attached hereto as Exhibit "C" of Bond Counsel dated the Closing Date and addressed to the City and the Underwriter; (5) An opinion of Underwriter's counsel, dated the Closing Date and addressed to the Underwriter to the effect that (i) based upon the information made available to them in the course of their participation in the preparation of the Official Statement as counsel for the Underwriter and without having undertaken to determine independently or assuming any responsibi- lity for the accuracy, completeness or fairness of the statements contained in the Official Statement, nothing has come to their attention that would lead them to believe that the Official Statement as of its date and as of the Closing Date contained any untrue statement of a material fact or omitted to state a material fact that is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except that no opinion or belief need be expressed as to any financial and statistical data contained in the Official Statement); and (ii) with respect to such other matters as the Underwriter may require; (6) An opinion of the City Attorney in substantially the form attached hereto as Exhibit "D" dated the Closing Date and addressed to the City, Bond Counsel and the Underwriter; (7) An opinion of the Dade County Attorney in substantially the form attached hereto as Exhibit "E" dated the Closing Date and addressed to the City, Bond Counsel and the Underwriter; (8) A certificate, satisfactory to the Underwriter and Underwriter's Counsel, of the Mayor of the City, or of any other of the City's duly authorized officers satisfactory to the Underwriter, dated as of the Closing Date, to the effect that (i) the City has duly performed all of the City's obligations to be performed at or prior to the Closing Date and that each of the City's representations contained herein is true as of the Closing Date; (ii) the City has, by all necessary action, adopted the Bond Resolution and authorized the execution, delivery, receipt and due performance of the Bonds and any and all such other agreements and documents as may be required to be -11- 1.c 0 -- 871 0 0 executed, delivered and received by the City to carry out, give effect to and consummate the transactions contemplated hereby and by the Official Statement; (iii) no litigation is pending, or, to his or her knowledge, threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bond Resolution, the Bonds, or the existence or powers of the City; (iv) the execution and delivery of the Bonds and the other agreements contemplated by this Purchase Agreement and by the Official Statement and the compliance by the City with the provisions of each will not in any material respect conflict with or constitute on the part of the City a breach of or a default under any existing law, court or administrative regulation, decree or order or any agreement, indenture, lease or other instrument to which the City is subject or by which the City is or may be bound; and (v) to the best of his or her knowledge, the information contained in the Official Statement is true and correct in all material respects and such information in the Official Statement did not, as of the date of this Purchase Agreement, and does not, as of the date of delivery of the Bonds, contain any untrue statement of material fact and does not omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading with the exception of the information supplied in writing by the Underwriter or the bond insurer, if any, for inclusion in the Official Statement, as to which no representation is made; (9) A certificate as to arbitrage in substance and form satisfactory to Bond Counsel; [(10) Evidence of a rating on the Bonds of "Aaa" from Moody's Investor Services and "AAA" from Standard and Poor's Corporation;] [(11) Evidence of municipal bond insurance from Municipal Bond Investors Assurance Corporation;] (12) Evidence of the Reserve Account Surety Bond; (13) At least one transcript of the proceedings relating to the authorization and issuance of the Bonds that shall include, among other things, certified or executed copies of the Bond Resolution; (14) Such additional legal opinions, certificates, instruments and other documents as the Underwriter, Underwriter's counsel, or Bond Counsel may reasonably request or deem necessary to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the City's representations contained herein and of the statements and information contained in the -12- 90-~ 8"71 Official Statement, and the due performance or satisfaction by the City at or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the City in connection with the transactions contemplated hereby and by the Bond Resolution and the Official Statement; The City confirms that it has previously provided the Underwriter with copies of its Preliminary Official Statement relating to the Bonds dated , 1990, and hereby ratifies the distribution of the Preliminary Official Statement to prospective purchasers and investors by the Underwriter prior to the date of this Purchase Agreement. As of its date, the Preliminary Official Statement was "deemed final" by the City for purposes of SEC Rule 15c2-12(b)(1). It is subject to revision, amendment and completion in the final Official Statement. If any of the conditions to the obligations of the Underwriter contained in this Section or elsewhere in this Purchase Agreement shall not have been satisfied when and as required herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice or telegram to the City. 4. Expenses. (a) The Underwriter shall be under no obligation to pay, and the City shall pay or cause to be paid (out of the proceeds of the Bonds or any other legally available funds of the City) all expenses incident to the performance of the City's obligations under the Bond Resolution and hereunder including, but not limited to, the cost of printing, executing and delivering the Bonds to the Underwriter; the cost of preparation, printing (and/or word processing and reproduction), distribution and delivery of the Bond Resolution, the Preliminary Official Statement, and the Official Statement, and drafts of any thereof in reasonable quantities as requested by the Underwriter; the fees and disbursements of Bond Counsel, accountants, Bond Registrar and Paying Agent and any other experts or consultants, including the experts retained for the City to verify the Refunding Program in connection with the defeasance of the Bonds; fees charged by the rating agencies for rating the Bonds; letter of credit fees, bond insurance premiums and any other expenses not specifically enumerated in paragraph (b) of this Section incurred in connection with the issuance of the Bonds. (b) The City shall be under no obligation to pay, and the Underwriter shall pay from the gross Underwriter's spread, the costs, fees and expenses incurred by the' Underwriter in connection with their public offering and distribution of the Bonds as follows: Underwriter's counsel fees and costs, Blue Sky -13- JO- 871 �i Cr and Legal Investment Memoranda, advertising, Underwriter's out-of-pocket and travel expenses, computer expenses, clearance, PSA, MSRB, CUSIP Service Bureau and Munifacts. 5. Notices. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing to City of Miami, Department of Community Development, Miami, Florida 33131, Attention: Herbert Bailey, Director; and any notice or other communication to be given to the Underwriter under this Purchase Agreement may be given by delivering the same in writing to Paine Webber Incorporated, Attention: 6. Parties in Interest. This Purchase Agreement is made solely for the benefit of the City and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. The term "successors and assigns" as used in this Section and Section 10 of this Agreement shall not include any purchaser, as such purchaser, from the Underwriter of the Bonds. 7. Survival of Representations. The representations of the City set forth in or made pursuant to this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered void by reason of the Closing or termination of this Purchase Agreement and regardless of any investigations or statements as to the results thereof made by or on behalf of the Underwriter and regardless of delivery of and payment for the Bonds. 8. Counterparts. This Purchase Agreement may be executed in several counterparts, which together shall constitute one and the same instrument. 4. Florida Law Governs. The validity, interpretation and performance of this Purchase Agreement shall be governed by the laws of the State of Florida. 10. Entire Agreement; Parties in Interest. This Purchase Agreement when accepted by the City in writing as heretofore specified shall constitute the entire agreement between the respective parties and is made solely for the benefit of the City and the Underwriter (including the successors or assigns of the Underwriter). No other person shall acquire or have any right hereunder or by virtue hereof. -14- 90— 871 11. Effective. This Purchase Agreement shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by the City and shall be valid as of the time of such acceptance. (SEAL) Attested to: By: Clerk of the City of Miami, Florida Approved as to form and correctness By• City Attorney CP:147CP3425E Very truly yours, PAINE WEBBER INCORPORATED By: Accepted: THE CITY OF MIAMI MIAMI, FLORIDA Mayor, City of Miami, Florida -15- 90-- 871 EXHIBIT "A" DISCLOSURE STATEMENT 90-- 871 v EXHIBIT "B" DETAILS OF THE BONDS 90- 8'71 A EXHIBIT "C" SUPPLEMENTAL OPINION OF BOND COUNSEL Miami November _, 1990 Paine ebber Incorporated, as Representative of the Underwriters Re: $ City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by The City of Miami, Florida (the "Issuer") of its $ Community Redevelopment Revenue Bonds, Series 1990 (the "Series 1990 Bonds"). At your request, we render this supplemental opinion to you. All terms used herein in capitalized form and not otherwise defined herein shall have the same meaning as ascribed to those terms pursuant to Resolution No. duly enacted by the Issuer on , 1990, as supplemented and amended (the "Bond Resolution"). The opinions expressed herein are supplemental to and are subject to all qualifications and limitations contained in our bond counsel opinion rendered to the Issuer as of the date hereof pertaining to the 1990 Bonds and the form of which is printed on the reverse side thereof (the "Bond Counsel Opinion"). 1. You are hereby entitled to rely on the Bond Counsel Opinion as though such opinion were addressed to you. 2. We have reviewed the statements contained in the final Official Statement relating to the Series 1990 Bonds dated 1990, and included in the closing transcript with respect thereto, under the sections captioned "Introduction", "Purpose of the Series 1990 Bonds", "Description of the Series 1990 Bonds", "Security for the Series 1990 Bonds", and "Guaranteed Entitlement", and 'believe that insofar as such statements constitute summaries of certain sections of the Bond Resolution or of certain provisions of present laws purported to C-1 9 0 - 8 71 be summarized therein, such statements present a fair summary of such sections of the Bond Resolution and such provisions of present laws purported to be summarized. We have also reviewed the statements under the section captioned "Income Tax Effects" and believe that, to the extent they purport to describe federal income tax and Florida intangible property tax consequences of ownership of the Series 1990 Bonds, they are accurate. Other than as set forth above, we express no opinion with respect to the accuracy, completeness, fairness or sufficiency of the Official Statement referred to above and the statistical or financial data contained therein, or any exhibits or attachments thereto. 3. The Series 1990 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under the Trust Indenture Act of 1939, as amended. This letter is furnished by us solely for your benefit in connection with the provisions of the Bond Purchase Agreement and may not be relied upon by any other persons. Sincerely yours, HOLLAND & KNIGHT c-2 t} Q --• 871 1 EXHIBIT "D" FORM OF OPINION OF CI'PY ATTORNEY , 1990 [Underwriters] [Co -Bond Counsel] Ladies and Gentlemen: This letter shall serve as the opinion of the City Attorney of Miami, Florida (the "City") pursuant to Section 3(c)(6) of the Bond Purchase Agreement by and between the City and Paine Webber Incorporated as representative of the Underwriters listed in the Bond Purchase Agreement (the "Underwriter"), dated , 1990. 1 have participated in various proceedings in connection with the issuance by the City of $ aggregate principal amount of its Special Obligation Bonds, Series 1990 (the "Bonds"). All terms not otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase Agreement. I am of the opinion that: (a) the City is a duly constituted municipal corporation of the State of Florida duly organized and validly existing under the Constitution and laws of the State of Florida; (b) the City has full power and authority under the Constitution and laws of the State of Florida, the Bond Resolution and the Interlocal and Cooperation Agreement between the City and the County (i) to levy, collect and receive the Pledged Revenues as described in the Official Statement, (ii) issue bonds, such as the Bonds, for the purposes described in the Official Statement, and (iii) to secure the Bonds in the manner contemplated by the Bond Resolution; (c) the City has and had, as the case may be, full legal right,,power and authority (i) to enact the Bond Resolution and to execbte and deliver the Bond Purchase Agreement and [the Financial Guaranty Agreement,] (ii) to issue, sell and deliver the Bonds to the Underwriters as provided in the Bond Purchase D-1 90- 871 W. 0 Agreement, and (iii) to carry out and consummate all other transactions contemplated by the aforesaid agreements and instruments, and the City has complied with all provisions of applicable law in all matters relating to such transactions; (d) the City has duly enacted the Bond Resolution and authorized or ratified (i) the execution, delivery and performance of the Bond Purchase Agreement, [the Financial Guaranty Agreement], and the Bonds, (ii) the execution, delivery and distribution of the Official Statement, and (iii) the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by the aforesaid agreements and instruments; (e) the Bond Resolution, [the Financial Guaranty Agreement], and the Bond Purchase Agreement constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally; (f) the Bonds have been duly authorized, executed, issued and delivered and constitute legal, valid and binding obligations of the City enforceable in accordance with their respective terms and the terms of the Bond Resolution, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally; (g) to the best of my knowledge, all approvals, consents and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Bonds or the execution and delivery of or the performance by the City of its obligations under the Bond Purchase Agreement, [the Financial Guaranty Agreement], the Bonds or the Bond Resolution have been obtained or made and any consents, approvals and orders so received or filings so made are in full force and effect; provided, however, that no represent- ation is made concerning compliance with the Federal securities laws or the securities or Blue Sky laws of the various states; (h) the enactment and performance by the City of the Bond Resolution and the authorization, execution, delivery and performance of the Bond Purchase Agreement, the Bonds, [the Financial Guaranty Agreement], and any other agreement or instrument to which the City is a party, used or contemplated for use in consummation of the transactions contemplated by the Bond Purchase Agreement, the Bond Resolution or by the Official Statement, and compliance with the provisions of each such instrument, do not and will not (1) conflict with, or constitute or result in a violation or breach of or a default under, (i) the D-Z J O --- 871 ,* Constitution of the State of Florida, or (ii) the City's Charter or Code, or (iii) any existing law, administrative regulation, rule, decree or order, state or federal, or, (iv) to the best of my knowledge, a material provision of any agreement, indenture, mortgage, lease, note or other agreement or instrument to which the City or its properties or any of the officers of the City as such is subject or (2) result in the creation of an imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the revenues, property or assets of the City under the terms of the Constitution of the State of Florida, any law or, to the best of my knowledge, any instrument or agreement; (i) no litigation or other proceedings are pending or, to my knowledge, threatened in any court or other tribunal, state or federal M restraining or enjoining, or seeking to restrain or enjoin, the issuance, sale, execution or delivery of any of the Bonds, or (ii) in any way questioning or affecting the validity of any provision of the Bonds, the Bond Resolution, (the Financial Guaranty Agreement], or the Bond Purchase Agreement, or (iii) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the bonds, or of any provision, program or transactions made or authorized for their payment, or (iv) questioning or affecting the organization or existence of the City or the title of any of its officers to their respective offices; and (j) the Pledged Revenues (as defined in the Bond Resolution and as described in the Official Statement) have been fully and validly pledged for the payment of the principal of and interest on the Bonds. The statements contained in the Official Statement under the captions "Purpose of the Series 1990 Bonds", "Security for the Series 1990 Bonds", "Guaranteed Entitlement Revenues", "Estimated Sources and Uses of Funds", "Absence of Litigation", and "Authorization Concerning Official Statement", insofar as such statements constitute summaries of the Bond Resolution, the Bonds and the Constitution and laws of the State of Florida, constitute fair summaries of such documents and the Constitution and laws of the State of Florida. Further, based upon my participation in the preparation of the Official Statement and without having undertaking to determine independently the accuracy or completeness of the contents thereof (except as to the statements made under the caption "Franchise Fees" and "Absence of Litigation"), I have no reason to believe that the Official Statement (except for the financial and statistical data included therein as to which no D-3 :2 90- 871 view is expressed) as of its date contained, or as of the Closing Date contains, any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. No opinion is expressed as to the requirements of any federal laws which may govern the issuance, offering and sale of the Bonds, except as specifically set forth herein, or which may govern the exclusion from income for federal income tax purposes of the interest on the Bonds. 147CP3425E D-4 Respectfully submitted, 9 0 --- 871 DRAFT 10/30/90 PRELIMINARY OFFICIAL STATEMENT DATED NEW ISSUE (Book -Entry Only) , 1990 Ratings: Moody's: Standard & Poor's: In the opinion of Co -Bond Counsel, under existing law, and conditioned upon compliance with certain arbitrage rebate and other tax requirements referred to herein, interest on the Bonds is excluded from gross income for federal income tax purposes. See, however, "INCOME TAX EFFECTS" herein for a description of certain alternative minimum taxes imposed on individuals and corporations and certain other taxes applicable to corporations. Co -Bond Counsel is also of the opinion that the Bonds are exempt from all present intangible personal property taxes imposed by the State of Florida. $11,500,000* CITY OF MIAMI, FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS Series 1990 Dated , 1990 Due: The Community Redevelopment Revenue Bonds, Series 1990 (the "Series 1990 Bonds") will be issued by The City of Miami, Florida (the "City") in registered form only, in denominations of $5,000 each or any integral multiple thereof. Interest on the Series 1990 Bonds is payable commencing on and semi-annually thereafter on each and The Series 1990 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"), acting as securities depository for the Series 1990 Bonds. Individual purchases of the Series 1990 Bonds will be made in book -entry form only in denominations of $5,000 or any integral multiple thereof. Purchasers of the Series 1990 Bonds will not receive physical delivery of the Series 1990 Bonds. Transfers of the Series 1990 Bonds will be effectuated through a book -entry system as described herein. As long as DTC or its nominee is the registered owner of the Series 1990 Bonds, payments of interest on and principal of the Series 1990 Bonds will be made to DTC or its nominee which in turn is responsible for remitting such principal and interest payments to DTC Participants, as defined herein, for subsequent disbursement to the beneficial owners of the Series 1990 Bonds. Such payments of principal and interest to DTC or its nominees shall be made by Barnett Banks Trust Company, Jackson- ville, Florida, as paying agent (the "Paying Agent"), to be subsequently disbursed to the Beneficial Owners, as defined herein, of the Series 1990 Bonds. The Series 1990 Bonds will be subject to optional redemption and mandatory sinking fund redemption prior to maturity by the City. See "REDEMPTION PROVISIONS". */ Preliminary, subject to change EXHIBIT "B" 9 U _- 871 The Series 1990 Bonds are payable solely from the Tax Increment Revenues (as described herein) received by the City from the Southeast Overtown/Park West Redevelopment Area (as described herein), together with certain Guaranteed Entitlement Revenues (as described herein) of the City and invest- ments in the funds and accounts (other than the Rebate Fund) established under the Bond Resolution (the 'Pledged Funds'). The Series 1990 Bonds do not constitute a debt, liability or obligation of the City, the Community Redevelopment Agency (as defined herein), Dade County, Florida, (the 'County'), or the State of Florida (the 'State'), or any political subdivision of the foregoing, or a pledge of the faith and credit of the City, CRA, the County, the State or any political subdivision of any of the foregoing, but shall be payable solely from the Pledged Funds and neither the taxing power of the City, the County, or the State or any political subdivision of any of the foregoing, is pledged to the payment of principal on, redemption premium, if any, and interest on the Series 1990 Bonds. The realization of sufficient Tax Increment Revenues will be dependent upon a variety of factors and circumstances which the City cannot predict with certainty. See 'RISK FACTORS' herein. Maturities, Interest Rates, and Price Due Interest 1 Principal Rate Price 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 Due Interest 1 Principal Rate 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 Term Bonds at X at X Price The Series 1990 Bonds are offered for delivery when, as and if issued, subject to prior sale, withdrawal or modification of the offer without notice and subject to receipt of the approving opinion of Holland & Knight, Miami, Florida, and Barnes, Darby and McGhee, Miami, Florida, Co -Bond Counsel. Certain legal matters will be passed upon for the City by its General Counsel, Jorge L. Fernandez, and for the Underwriters by their co -counsel, Fine Jacobson Schwartz Nash Block & England, Miami, Florida, and McCrary & Dove, Miami, Florida. Howard Gary & Company, Miami, Florida and Raymond James & Associates, Inc., St. Petersburg, Florida, are serving as Financial Advisors to the City with respect to the Series 1990 Bonds. It is expected that the Series 1990 Bonds will be available for delivery in New York, New York on or about November 15, 1990. , 1990 PAINEWEBBER INCORPORATED GRIGSBY BRANFORD POWELL INC. AIBC INVESTMENTS SERVICES CORP. GUZMAN & COMPANY 90-- 871 THE CITY OF MIAMI, FLORIDA MEMBERS OF THE BOARD OF CITY COMMISSIONERS XAVIER L. SUAREZ, Mayor MILLER J. DAWKINS, Vice -Mayor DR. MIRIAM ALONSO VICTOR H. DeYURRE J. L. PLUMMER, JR. CITY OFFICIALS City Manager City Attorney Director of Finance City Clerk CESAR H. ODIO JORGE L. FERNANDEZ, Esq. CARLOS E. GARCIA, C.P.A. MATTY HIRAI CO -BOND COUNSEL HOLLAND & KNIGHT Miami, Florida BARNES, DARBY & McGHEE Miami, Florida FINANCIAL ADVISORS HOWARD GARY & COMPANY Miami, Florida RAYMOND JAMES & ASSOCIATES, INC. St. Petersburg, Florida 90- 8'71 4P No dealer, broker, salesman, agent or other person has been authorized to give any information or to make any representations, other than as contained in this Preliminary Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. This Preliminary Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, and there shall not be any sale of the Series 1990 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth in the main text of this Preliminary Official Statement has been obtained from the City and other sources which are believed to be reliable, and the information set forth in Appendix A hereof has been obtained from the City, but no such information is guaranteed as to accuracy or completeness. The information and expressions of opinion in this Preliminary Official Statement are subject to change without notice and neither the delivery of this Preliminary Official Statement nor any sale made pursuant to this Preliminary Official Statement shall, under any circumstances, create any implication that there has been no change in the information or opinions set forth herein after the date of this Preliminary Official Statement. In connection with the offering of the Series 1990 Bonds, the Underwriters may overallot or effect transactions which stabilize or maintain the market prices of the Series 1990 Bonds offered hereby at levels above those which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. TABLE OF CONTENTS Page INTRODUCTION............................................................ THE SERIES 1990 BONDS ................................................... REDEMPTION PROVISIONS ................................................... ESTIMATED SOURCES AND USES OF FUNDS ..................................... SECURITY AND SOURCES OF PAYMENT FOR THE SERIES1990 BONDS ...................................................... TAX INCREMENT REVENUES .................................................. GUARANTEED ENTITLEMENT REVENUES ......................................... DEBT SERVICE REQUIREMENTS AND COVERAGE .................................. REDEVELOPMENT AREA ...................................................... THEPROJECT............................................................. RISK FACTORS............................................................ INCOME TAX EFFECTS ...................................................... LITIGATION.............................................................. CITY.................................................................... LEGALMATTERS........................................................... RATINGS................................................................. UNDERWRITING............................................................ FINANCIAL ADVISORS...................................................... OTHERMATTERS........................................................... AUTHORIZATION CONCERNING OFFICIAL STATEMENT ............................. 90- 871 APPENDIX A - Maps of the southeast Overtovn/Park West Redevelopment Area ................ ....................................... APPENDIX B - General Information Pertaining to Metropolitan Dade County and the City of Miami, Florida ................. APPENDIX C - The Bond Resolution ........................................ APPENDIX D - Form of Co -Bond Counsel Opinion ............................ ii 90-- 8'71 AWN PRELIMINARY OFFICIAL STATEMENT $11,500,000* CITY OF MIAMI, FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS SERIES 1990 INTRODUCTION The purpose of this Preliminary Official Statement, including its Appendices, is to set forth certain information with respect to the issuance and sale by the City of Miami, Florida (the "City") of its $11,500,000* aggregate principal amount of Community Redevelopment Revenue Bonds, Series 1990 (the "Series 1990 Bonds"). The Series 1990 Bonds are being issued by the City pursuant to: (i) Resolution No. 89-1151 duly adopted by the City Commission on December 14, 1989, as supplemented by Resolution No. 90-0196, duly adopted by the City on March 8, 1990, and a Resolution adopted on November 8, 1990 (collectively, the "Bond Resolution"), and as approved by the Board of County Commissioners of Dade County, Florida (the "County") by a Resolution adopted on October 18, 1990 pursuant to an Interlocal Cooperation Agreement dated March 8, 1990 between the City and the County, as amended, (the "Interlocal Cooperation Agreement"), (ii) the City's Charter, (iii) Chapter 166, Florida Statutes, (iv) Section 163.01, Florida Statutes, and the provisions of the Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes (collectively, the "Act") and (v) an Interlocal Agreement dated March 8, 1990 between the City and the Community Redevelopment Agency ("CRA") which is the City Commission acting in such capacity with such powers delegated to it by the County pursuant to the Interlocal Cooperation Agreement. In accordance with the Act, a certain portion of the City known as the "Southeast Overtown/Park West Redevelopment Area (the Redevelopment Area") has been designated as a redevelopment area under a redevelopment plan (the 'Redevelopment Plan"), and a redevelopment trust fund (the "Redevelopment Trust Fund") has been established for financing or refinancing community redevelopment projects in the Redevelopment Area, including financing the costs of the Project (as defined herein) through the issuance of the Series 1990 Bonds. See "REDEVELOPMENT AREA" herein. The principal of, redemption premium, if any, and the interest on the Series 1990 Bonds are payable out of the Tax Increment Revenues (defined herein) deposited into the Redevelopment Trust Fund, certain Guaranteed Entitlement Revenues of the City (described herein) and all other moneys, securities and instruments held in the funds and accounts (other than the Rebate Fund) created and established under the Bond Resolution (collectively, the "Pledged Funds"). See "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1990 BONDS". The Series 1990 Bonds are being issued to provide funds to: (i) refinance a $5,958,400 loan by the City from the Department of Housing and Urban Development of the United States ("HUD") which loan proceeds were used by the City to acquire certain real property located within the Redevelopment */ Estimated, subject to change. Area, (ii) reimburse the City up to an amount not to exceed $750,000 advanced to the CRA from the City, (iii) pay capitalized interest on the Series 1990 Bonds, (iv) finance the acquisition and clearing of certain real property in the Redevelopment Area and the construction of certain infrastructure improvements in the Redevelopment Area in accordance with the Redevelopment Plan, see "PROJECT" herein; (v) fund the Reserve Fund, as defined and described herein; and (vi) pay the costs of issuance of the Series 1990 Bonds. The Series 1990 Bonds are payable solely from the Pledged Revenues. The Series 1990 Bonds do not constitute a debt, liability or obligation of the City, the County or the State of Florida (the 'State'), or any political subdivision of any of the foregoing, or a pledge of the full faith and credit of the City, the County, or the State, or any political subdivision of any of the foregoing, or the CRA, but shall be payable solely from the Pledged Revenues and neither the taxing power of the City, the County, or the State or any political subdivision of any of the foregoing, is pledged to the payment of principal on, redemption premium, if any, and interest on the Series 1990 Bonds. The realization of sufficient Tax Increment Revenues for the payment of the Series 1990 Bonds will be dependent upon a variety of factors and circumstances which the City cannot predict with certainty. See 'RISK FACTORS'. This Preliminary Official Statement includes a brief description of the security and sources of payment for the Series 1990 Bonds, the Pledged Revenues, bondholders' risks, the Project to be financed in part out of the proceeds of the Series 1990 Bonds, and summaries of certain provisions of the Series 1990 Bonds and the Bond Resolution. All references to the Act and the Bond Resolution are qualified in their entirety by reference to the Act and the Bond Resolution. Copies of the Bond Resolution are available from the City or from any of the Underwriters listed on the front cover of this Official Statement. All references to the Series 1990 Bonds are qualified in their entirety by reference to the definitive form of and the information with respect to the Series 1990 Bonds contained in the Bond Resolution and any subsequent determinations with respect to the Series 1990 Bonds that may be adopted by or on behalf of the City. Certain location maps of the Redevelopment Area are set forth in Appendix A; certain background information relating to the City and the County is set forth in Appendix B; a summary of certain provisions of the Bond Resolution is set forth in Appendix C; and the form of opinion of Co -Bond Counsel is set forth in Appendix D. Each of the Appendices to this Preliminary Official Statement is an integral part of the Preliminary Official Statement and should be read in its entirety by any and all owners or prospective owners of the Series 1990 Bonds. THE SERIES 1990 BONDS Description of the Series 1990 Bonds The Series 1990 Bonds will be issued in the aggregate principal amount, will bear interest at the rates, and will mature in the amounts and on the date, all as set forth on the cover page of this Official Statement. The Series 1990 Bonds will be dated November 1, 1990, and will bear interest payable on April 1, 1991, and semi-annually thereafter on October 1 and April 1 of each year (the 'Interest Payment Date'). The Series 1990 Bonds will be -2- 9p... S"iI issuable only as fully registered bonds in the denomination of $5,000 or any integral multiple thereof in book -entry only form as described below under "Book -Entry Only System". Principal of, premium, if any, and interest on the Series 1990 Bonds will be payable in the manner described below under "Book -Entry Only System". The Series 1990 Bonds will be subject to redemption as set forth in the section entitled "REDEMPTION PROVISIONS", below. Book -Entry Only System The Depository Trust Company, New York, New York, ("DTC") will act as securities depository for the Series 1990 Bonds. Upon the issuance of the Series 1990 Bonds, one registered Bond without coupons for each maturity will be registered in the name of Cede & Co., as nominee for DTC. So long as Cede & Co. is the registered owner of the Series 1990 Bonds, as nominee of DTC, references herein to the owners of the Series 1990 Bonds mean DTC or its nominee, Cede & Co., and do not mean the Beneficial Owners of the Series 1990 Bonds as described below. 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 "DTC Participants") and to facilitate the clearance and settlement of securities transactions among DTC Participants through electronic book -entry changes in accounts of the DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations, some of which (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 custodial relationship with a DTC Participant, either directly or indirectly. For the purposes of this Official Statement, the term "Beneficial Owner" shall mean the person for whom the DTC Participant acquires an interest in the Series 1990 Bonds. Ownership interests in the Series 1990 Bonds may be purchased by or through DTC Participants. Neither the DTC Participants nor the Beneficial Owners will receive Series 1990 Bonds, but each DTC Participant will instead receive a credit balance in the records of DTC in the amount of such DTC Participant's interest in the Series 1990 Bonds, which will be confirmed in accordance with DTC's standard procedures. Each Beneficial Owner may desire to make arrangements with the DTC Participant from whom it has purchased an ownership interest in the Series 1990 Bonds, to receive a credit balance in the records of such DTC Participant, and to have all notices of redemption or other communications of the City to DTC, which may affect such Beneficial Owner, forwarded in writing by such DTC Participant and to receive notification of all payments. As long as Cede & Co. or its registered assignee is the registered owner of the Series 1990 Bonds, the City shall be entitled to treat the person in whose name any Series 1990 Bond is registered as the absolute owner thereof for all purposes of the Bond Resolution and any applicable laws, -3- :30_ 871 notwithstanding an notice to the contrary received by the City, and the City shall have no responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any Beneficial Owners of the Series 1990 Bonds. DTC will receive payments on the Series 1990 Bonds from Barnett Banks Trust Company, Jacksonville, Florida (the "Trustee", "Bond Registrar" and "Paying Agent"), as paying agent to be remitted to the DTC Participants for the subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Series 1990 Bonds will be recorded on the records of the DTC Participants, whose ownership interest will be recorded on a computerized book -entry system operated by DTC. For as long as any purchaser is the Beneficial Owner of a Series 1990 Bond, he must maintain an account with a broker or dealer who is, or acts through, a DTC Participant, in order to receive payments on such Series 1990 Bond. The City cannot and does not give any assurances that DTC, DTC Participants, or others will distribute payments on the Series 1990 Bonds paid to DTC or its nominee, as the registered owner, or any notices to the Beneficial Owners or that they will do so on a timely basis or will serve and act in a manner described in this Official Statement. The City is not responsible or liable for the failure of DTC, DTC Participants or others to make any payment or give any notice to a Beneficial Owner in respect of the Series 1990 Bonds or any error or delay relating thereto. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes. When notices are given, they shall be sent by the City to DTC. DTC shall forward (or cause to be forwarded) the notice of the DTC Participants so that such Participants may forward (or cause to be forwarded) the notices to the Beneficial Owners. Beneficial Owners will receive a written confirmation of their purchase detailing the terms of the Series 1990 Bonds acquired. Transfers of ownership interest in the Series 1990 Bonds will be accomplished by book entries made by DTC and the DTC Participants who act on behalf of the Beneficial Owners of the Series 1990 Bonds. Beneficial Owners will not receive certificates representing their ownership interest. Payments on the Series 1990 Bonds will be paid by the Paying Agent to DTC, then paid by DTC to the DTC Participants and thereafter paid by the DTC Participants to the Beneficial Owners when due. For every transfer and exchange of the Series 1990 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. DTC may determine to discontinue providing its services with respect to the Series 1990 Bonds, at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In addition, the City may determine that the use of DTC is no longer in the best interests of the Beneficial Owners. If either of such determinations is made, and the City identifies another qualified securities depository to replace DTC, the City will make arrangements with DTC and such other depository to effect such replacement and deliver replacement Series 1990 -4- a 8 Bonds registered in the name of such other depository and its nominee in exchange for the outstanding Series 1990 Bonds. If the City fails to identify another qualified securities depository to replace DTC or elects to discontinue a book entry only system, the City is obligated to deliver, transfer and exchange the Series 1990 Bonds in the manner described in the Bond Resolution. In addition, the Series 1990 Bonds shall be paid by check or draft, mailed to the respective persons in whose names the Series 1990 Bonds are registered as of the close of business on the 15th day (whether or not a business day) of the calendar month immediately preceding an Interest Payment Date (the "Record Date"), drawn on the Paying Agent. If and to the extent there is a default in the payment of the interest due on any such Interest Payment Date, the defaulted interest will be paid to the persons in whose names the Series 1990 Bonds are registered with the Registrar as of the close of business on a special record date (the "Special Record Date") established by notice mailed, postage prepaid, by the Bond Registrar to the registered owners not less than 15 days preceding such Special Record Date. The principal of and redemption premium, if any, on the Series 1990 Bonds are payable at the principal corporate trust office of the Paying Agent. In the event of an insolvency of DTC, if DTC has insufficient securities in the fungible bulk of securities in its custody (e.g., due to theft or loss) to satisfy the claims of its DTC Participants with respect to deposited securities and is unable by (1) application of cash deposits and securities pledged to DTC to protect DTC against losses and liabilities; (2) the proceeds of insurance maintained by DTC and/or its DTC Participants; or (3) other resources, to obtain securities necessary to eliminate the insufficiency, DTC Participants may not be able to obtain all of their deposited securities. Redemption Provisions Optional Redemption. On and after , Bonds are subject to redemption at the option of the City, time, or in part on any Interest Payment Date, by lot and redemption prices (expressed as a percentage of the principal together with accrued interest to the date of redemption: Dates of Redemption (both dates inclusive)_ the Series 1990 in whole at any at the following amount thereof), Redemption Price to ............. 102Z to ............. 101% to .............. 100X Mandatory Sinking Fund Redemption. The Series 1990 mandatory sinking fund redemption, by lot, on Bonds are subject to and on each thereafter, out of available funds deposited by the City to the credit of the Bond Redemption Account established under the Bond Resolution, at a redemption price equal to 100I of each Series 1990 Bond (or portion thereof) to be redeemed plus accrued interest to the date fixed for redemption, in the amounts and the years set forth below: -5- 90-- 871 Ll Redemption Date ( 1) Principal Amount to be Redeemed Notice of Redemption. At least 30 days but not more than 60 days prior to any redemption date, a written notice of redemption will be mailed, postage prepaid, to the registered owner of each Series 1990 Bond to be redeemed at the address shown on the registration books of the Bond Registrar. Failure to give such notice to any registered owner of a Series 1990 Bond or any defect in such notice shall not affect the validity of the proceedings for such redemption with respect to any other registered owner of a Series 1990 Bond for which notice of redemption has been properly given. Each notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 1990 Bond being redeemed, the redemption date of each Series 1990 Bond being redeemed, the name and address of the Bond Registrar, the redemption price to be paid, and if less than all of the Series 1990 Bonds then outstanding shall be called for redemption, the distinctive numbers and letters including CUSIP numbers, if any, of such Series 1990 Bonds to be redeemed and, in the case of Series 1990 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 1990 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 1990 Bond shall also state that on or after the redemption date, upon surrender of such Series 1990 Bond, a new Series 1990 Bond or Series 1990 Bonds in a principal amount equal to the unredeemed portion of such Series 1990 Bond will be issued. In addition to mailing the notice described above, each notice of redemption and payment of the redemption price shall meet the requirements of this paragraph; provided, however, that failure of such notice or payment to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. (a) Each notice of redemption shall be sent at least 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 1990 Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois, and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to one or more national information services that disseminate notices of redemption of obligations such as the Series 1990 Bonds. (b) Each notice of redemption shall be published one time in the Bond Buyer of New York, New York, or, if such publication is impractical or unlikely to reach a substantial number of the holders of the Bonds, in some other financial newspaper or journal which regularly carries sm 90— 871 notices of redemption of other obligations similar to the Bonds, such publication to be made at least 30 days prior to the date fixed for redemption. (c) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 1990 Bonds being redeemed with the proceeds of such check or other transfer. ESTIMATED SOURCES AND USES OF FUNDS It is expected that the proceeds of the Series 1990 Bonds will be applied as follows: Sources: Uses: Proceeds of Series 1990 Bonds $ Accrued Interest TOTAL SOURCES $ Deposit to Acquisition and Construction Fund $ Deposit to Capitalized Interest Account Payment to HUD Payment to the City [Deposit to Debt Service Reserve Account] [Purchase of Debt Service Reserve Account Surety Bond] Accrued Interest Underwriters Discount [Municipal Bond Insurance Premium] Costs of Issuance TOTAL $ SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1990 BONDS Limited Obligations The Series 1990 Bonds are limited obligations of the City payable solely from the Pledged Revenues which consist of certain Tax Increment Revenues (see the section entitled "TAX INCREMENT REVENUES", below), the Guaranteed Entitlement Revenues (see the section entitled "GUARANTEED ENTITLEMENT REVENUES", below), and all monies held in the funds and accounts created by the Bond Resolution. The Series 1990 Bonds are payable solely from the Pledged Revenues. The Series 1990 Bonds do not constitute a debt, liability or obligation of the City, the CRA, the County or the State, or any political subdivision of any of -7- 90- 871 J 4W s the foregoing, or a pledge of the full faith and credit of the City, the CRA, the County, or the State, or any political subdivision of any of the foregoing, but shall be payable solely from the Pledged Revenues and neither the taxing power of the City, the County, or the State or any political subdivision of any of the foregoing, is pledged to the payment of principal on, redemption premium, if any, and interest on the Series 1990 Bonds. The realization of sufficient Tax Increment Revenues for the payment of the Series 1990 Bonds will be dependent upon a variety of factors and circumstances which the City cannot predict with certainty. See 'RISK FACTORS'. Security Interest in Redevelopment Trust Fund. In the Bond Resolution, the City assigned to itself and the holders of the 1990 Bonds, the security interest in the Redevelopment Trust Fund granted to the City by the CRA pursuant to the Interlocal Agreement through which the City has a first lien on the Redevelopment Trust Fund. Funds Held Pursuant to the Bond Resolution Under the Bond Resolution, the City has created and established a Revenue Fund, Sinking Fund, Reserve Fund, and a Rebate Fund. Each of these Funds shall be held in trust by the Trustee and the Revenue Fund, the Sinking Fund, the Reserve Fund and the Guaranteed Entitlement Fund shall each constitute a trust fund to secure the holder of the Series 1990 Bonds on a pro rata basis. The holders of the Series 1990 Bonds shall not have a lien on the moneys held in the Rebate Fund. Each of the foregoing funds shall be, at all times, kept separate and distinct by the Trustee from all other funds held by the Trustee. On and after November 1 of each Bond Year, the City shall transfer to the Trustee for deposit in the Revenue Fund all Tax Increment Revenues on deposit in the Redevelopment Trust Fund held by the CPA provided that no further transfers shall be required in any Bond Year if (i) the aggregate amounts on deposit in the Sinking Fund are equal to the principal and interest due in such Bond Year on the Series 1990 Bonds, (ii) there are no deficiencies in any of the funds and accounts, (iii) the Reserve Fund is fully funded or, if applicable, the Reserve Product is in full force. By the Trustee's close of business on March 1 of each Bond Year (or if such March 1 is not a day on which the offices of the Trustee are open for business, on the next succeeding day on which the offices of the Trustee are open for business), the Issuer shall promptly transfer to the Trustee, for deposit in the Reserve Fund, Guaranteed Entitlement Revenues in the amount of $300,000. Such moneys on deposit in the Revenue Fund shall be applied by the Trustee as soon as they are received in the following manner: (1) First, by the deposit to the credit of the Interest Account in the Sinking Fund, and then, pro rata, into the Principal Account and the Redemption Account in the Sinking Fund, until the amounts on deposit therein are equal to the Bond Service Requirement in such Bond Year for all Outstanding Bonds. -B- 190 --- 8 r71 A (2) Second, by deposit into the Reserve Fund, the amount, if any, which, together with funds then on deposit therein, will be sufficient to make the funds on deposit therein, except as otherwise hereinafter provided, equal to the Reserve Requirement for the Series 1990 Bonds (or, if applicable, the amount necessary to reinstate the Reserve Product). (3) Subsequent to April 1 of each year if there are any amounts in the Revenue Fund in excess of the Bond Service Requirement for such Bond Year on all Outstanding Bonds and any prior deficiencies in the Sinking Fund and accounts therein and in the Reserve Fund have been fully restored, and there is on deposit in the Reserve Fund an amount equal to the Reserve Requirement, such excess amounts shall be transferred by the Trustee to the Redevelopment Trust Fund and shall be used by the CRA for any lawful purpose. The Bond Resolution establishes a Reserve Fund into which there is required to be deposited, from proceeds, an amount which is equal to the Reserve Requirement, as defined in the Bond Resolution. The amounts deposited in the Reserve Fund, are to be used to pay principal, redemption premiums, if any, and interest on the Series 1990 Bonds. Any excess on deposit in the Reserve Fund shall be deposited to the Revenue Fund at least annually. Any deficiencies shall be made up from Pledged Revenues on deposit in the Sinking Fund. Rebate Fund. The City has covenanted to comply with the requirements of the Internal Revenue Code of 1986, as amended, with respect to investments. In the Resolution, the City established a Rebate Fund which shall be held by the Trustee apart from the other funds established pursuant to the Resolution and such Rebate Fund shall not be subject to a lien in favor of the bondholders. The City shall make deposits to such Rebate Fund, if necessary, in accordance with certain rebate covenants. Additional Parity Bonds Additional Bonds on a parity with the Series 1990 Bonds may be issued only if: (1) There shall be executed and filed with the City, a consent by the Bond Insurer, if any, to the issuance of such Additional Bonds and if present funds are insufficient to pay debt service on the Additional Bonds there is an increase in the Guaranteed Entitlement or an increase in the Tax Increment Revenues such that there are amounts sufficient to pay all of the principal of, interest on and redemption premium, if any, with respect to such Additional Bonds and all other costs and expenses with respect thereto and there shall have been delivered to the City and the CRA an opinion of legal counsel regarding the legality and enforceability of such supplement or amendment and such other matters as the Issuer or the CRA shall reasonably request. IM 90- 871 Ll (2) Each ordinance, resolution, or other enabling instrument authorizing the issuance of Additional Bonds will recite that all of the covenants herein contained will be applicable to such Additional Bonds. (3) There shall have been no reduction in the Guaranteed Entitlement and there shall have been no curtailing or any attempt to curtail any payment of Tax Increment Revenues the CRA is entitled to. (4) The Chief Financial Officer of the City shall file with the City Clerk a certificate, to the effect that (i) the City is not in default in the performance of any of the covenants and obligations assumed by it hereunder or under any ordinance, resolution or other enabling instrument of the Issuer pursuant to which Additional Bonds have been issued, and (ii) all payments herein required to have been made into the funds and accounts provided by the Bond Resolution or by such other ordinance, resolution or enabling instrument shall have been made in full to the extent required. (5) The City Attorney shall file with the City Clerk an opinion to the effect that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled. (6) An opinion of Bond Counsel shall be delivered to the City Clerk to the effect that the issuance of Additional Bonds will not impair the exclusion from gross income for federal income tax purposes of interest paid on any Bonds issued hereunder and then Outstanding. (7) There shall have been obtained and filed with the City a certificate by the Chief Financial Officer certifying the amount of the (a) Guaranteed Entitlement and (b) Tax Increment Revenues received by the Issuer as determined under standard auditing procedures for any twelve (12) consecutive months immediately preceding the calendar month in which such Additional Bonds are proposed to be issued. In rendering such certificate, the Chief Financial Officer may rely upon audited financial statements of the City prepared by independent certified public accountants. [The amount of items (a) and (b) above so determined may include an adjustment to reflect an increase therein if such increase shall have, by subsequent ordinance or resolution, been pledged to the payment of all 1990 Bonds then Outstanding and such proposed Additional Bonds.] (8) There shall have been obtained and filed with the City a certificate of the Chief Financial Officer pursuant to which he shall certify that the Guaranteed Entitlement and the Tax Increment Revenues as certified in paragraph (7) above were at least equal to one hundred twenty-five percent (1251) of the maximum amount during any remaining Bond Year of the Aggregate of the Debt Service Requirement for such Bond Year payable with respect to all Bonds then Outstanding under the Resolution (other than Bonds which are to be retired or defeated upon the issuance of such Additional Bonds) and any Additional Bonds proposed to be issued. -10- ;0-- 8 , TAX INCREMENT REVENUES LI Generally Pursuant to the Act, the County is the governing body for all community redevelopment areas established within Dade County. The Redevelopment Area was designated by the County in Resolution No. R-1677-82 which was adopted on December 7, 1982, and amended by the County in Ordinance No. 86-4. The County also enacted Ordinance No. 82-115 on December 21, 1982, (the "1982 Ordinance") which, among other things, approved the use of tax increment financing to finance the cost of improvements to the Redevelopment Area, established the Redevelopment Trust Fund, set forth the County's obligation to appropriate annually tax increment revenues for deposit in the Redevelopment Trust Fund, required that all financing documents be approved by the County and agreed to delegate certain community redevelopment responsibilities to the City pursuant to the Interlocal Cooperation Agreement. On March 18, 1983, the County adopted Resolution No. 83-187 which authorized the County Manager to execute the Interlocal Cooperation Agreement with the City which was finalized on March 31, 1983. The Interlocal Cooperation Agreement was amended by the County and the City on January 22, 1985. The County approved the issuance of the Series 1990 Bonds and approved a further amendment to the Interlocal Cooperation Agreement when it adopted a Resolution on October 18, 1990. The Series 1990 Bonds are secured in part by the pledge of Tax Increment Revenues deposited into the Redevelopment Trust Fund established by the 1982 Ordinance. Pursuant to the Act and the Interlocal Cooperation Agreement, the City and County are required to make payments to the Redevelopment Trust Fund on or before January 1 of each year. Pursuant to the Act, on or before each January 1, the City and the County must appropriate and pay to the Redevelopment Trust Fund an amount equal to 95Z of the difference between: (1) The amount of ad valorem taxes levied each year by that taxing authority, exclusive of any amount from any debt service millage, on taxable real property contained within the geographic boundaries of the Redevelopment Area; and (2) The amount of ad valorem taxes which would have been produced by the millage rate upon which the tax is levied each year by or for that taxing authority, exclusive of any debt service millage, upon the assessed valuation of the taxable real property in the Redevelopment Area as of (i) with respect to the original Redevelopment Area as described in Appendix A, Map A-2, (the "Original Redevelopment Area"), January 1, 1982 as shown on the preliminary ad valorem assessment roll for 1982 prepared by the County's Property Appraiser, and (ii) with respect to the additional portion of the Redevelopment Area, which was added in 1985 when the Redevelopment Plan was amended, as described in Appendix A, Map A-3 (the "Additional Redevelopment Area"), January 1, 1986 as shown on the preliminary ad valorem assessment roll for 1985 prepared by the County's Property Appraiser. The assessment in each of these base years constitutes the floor upon which any increase in the assessed value in excess of the floor will be used to determine the incremental tax revenues. -11- 9 0 -- 871 The resulting incremental increase in ad valorem taxes is used to measure the amount of the contribution which must be appropriated and contributed by each taxing authority which is required to make payments. Under Florida law, the statutory obligation of the City and the County to make the required payments to a duly established redevelopment trust fund continues until all loans, advances and indebtedness, if any, and interest thereon, have been paid. In accordance with the Interlocal Cooperation Agreement, the County is obligated to fund on January 1 of each year through annual appropriations the Redevelopment Trust Fund until December, 1986 or until any obligations issued with respect to the Redevelopment Area are no longer outstanding. Although no obligations were outstanding as of December, 1986, the County has not rescinded its obligation to fund the Redevelopment Trust Fund. Upon the issuance of the Series 1990 Bonds, the County's obligation shall continue until the Series 1990 Bonds are no longer outstanding. In the Bond Resolution, the City covenanted to pay all Pledged Revenues to the Trustee immediately upon receipt. Pursuant to the Interlocal Agreement, the CRA granted a first lien security interest in the Tax Increment Revenues to the City for the benefit of the bondholders. The CRA also covenanted not to take, or consent to, or permit any action which will impair or adversely affect the obligation of the City or the County to appropriate its proportionate share of such revenues. Calculation of Tax Increment Revenues With respect to the payment of the Series 1,990 Bonds, the method of measuring and calculating the annual contribution of Tax Increment Revenues required to be made by the City and the County is dependent upon the assessment value of the real property as of January 1 of each year and the millage rate established by the City and the County for that same year. Generally, Florida law currently mandates the following procedures in establishing the assessed value of real property and in fixing millage rates: (a) January 1 of each year is the statutory measurement date used by each county property appraiser for establishing just value of real property within the county. Real property improvements or portions thereof not substantially completed on January 1 are deemed to have no value placed thereon, and substantially completed property as of January 1 is assessed by the county property appraiser based on its just value. (b) On or before July 1 of each year, each county property appraiser is required to complete an assessment of the value of all property located within the county (unless extended for good cause by the State Department of Revenue). Upon completion of this assessment, the county property appraiser is required to certify to each taxing authority the taxable value within the jurisdiction of the taxing authority. This certification includes the just value of new construction, additions to structures, deletions and property added due to geographic boundary changes substantially complete as of January 1 of each year. -12- 9 U— 871 (c) Each taxing authority is required to compute the millage known as the "rolled back rate." That rate is the rate which, exclusive of (i) new construction, (ii) additions to structures, (iii) deletions, and (iv) property added due to geographic boundary changes, will provide the same ad valorem tax revenue for each taxing authority as was levied during the prior year. (d) Upon preparation of a tentative budget, but prior to adoption thereof, each taxing authority in addition to computing the "rolled back rate" is required to compute the proposed millage rate which would be necessary to fund the tentative budget, other than the portion of the budget to be funded from non ad valorem taxes. In computing proposed or final millage rates, each taxing authority utilizes not less than 95Z of the taxable value certified by the county property appraiser. In establishing the tentative budget and the proposed millage rate, the taxing authority is not bound by the "rolled back rate" and, in accordance with Florida law, may exceed the "rolled back rate" or may even adopt a tentative budget and proposed millage rate which would be less than the "rolled back rate." (e) Within 35 days of the county property appraiser's certification, each taxing authority is required to advise the county property appraiser of its proposed millage rate and the "rolled back rate" and the date and time at which a public hearing will be held to consider the proposed millage rate and the tentative budget. The county property appraiser utilizes this information in preparing the notice of proposed property taxes required to be mailed to property owners. Additionally, if this information is not provided in a timely fashion as required by statute, the taxing authority is prohibited from levying a millage rate greater than the "rolled back rate" for the upcoming fiscal year. (f) Each taxing authority is statutorily required to hold a minimum of two public hearings on the proposed millage rate and tentative budget prior to adopting a final millage rate and a final budget. At the first public hearing, the taxing authority may amend the tentative budget and proposed millage rate as it deems fit and adopt a tentative budget and proposed millage rate. At the second public hearing, the taxing authority may adopt the final budget and final millage rate. The final budget and final millage rate adopted at the second hearing cannot exceed the tentative budget and tentative millage rate adopted at the first public hearing. Except as otherwise provided by statute, no millage rate (exclusive of ad valorem debt service millage) for the county and the city may annually exceed 10 mills each without voter approval. The final millage rate is that millage rate used to calculate the tax increment revenue payments required to be made to a redevelopment trust fund on or before January 1 of the next year. Final millage rates generally should have been adopted by October 1 of each year, to allow sufficient time for taxing authorities to calculate the required payment to the redevelopment trust fund and to submit the same on or before January 1. Pursuant to statute, unless otherwise permitted by law, final budgets must be adopted by taxing authorities prior to the beginning of a taxing authority's fiscal year which is October 1 of each year. Typically, property tax statements are mailed on or about November 1, with collection through November 30 providing a -13- 1i 0 - 8171 maximum discount of 41 and descending to OX as of March 1 of the following year. Taxes are delinquent as of April 1. Tax Increment Revenues for the Redevelopment Area --Historical and Projected The Tax Increment Revenues will be collected by the City pursuant to the Interlocal Cooperation Agreement. The assessed value of taxable real property in the Original Redevelopment Area was $78,305,502 as of January 1, 1982 and in the Additional Redevelopment Area was $37,461,910, as of January 1, 1985. Since 1986, and for all future years, the aggregate assessed value of taxable real property in the Original and Additional Redevelopment Areas, for purposes of calculating the tax incremental tax revenues, is and will be $115,767,412. The amount of Tax Increment Revenues to be received in any year depends upon the assessed valuation of taxable real property in the Redevelopment Area as of January 1 of such year, the incremental increase in such valuation above the valuation for the base years and the total millage rate levied by the relevant taxing authorities (including the County). All of these factors are beyond the control of the City. The following table sets forth historical and anticipated collections of Tax Increment Revenues in the Redevelopment Area from 1985-1986 through fiscal year 1994-1995. The City cannot provide any assurances that the Tax Increment Revenues actually realized will meet the forecasts for the fiscal years after 1990-1991, and there are possible circumstances that could adversely affect the realization of such Tax Increment Revenues, see 'RISK FACTORS'. -14- 9 0 -- 871 k 0 THE CITY OF MIAMI, FLORIDA HISTORIC AND PROJECTED TAXABLE REAL PROPERTY AND TAX INCREMENT Total Taxable Increment of Taxable Fiscal Value of Real Value of Real Total Annual Year (1) Property (2) Property (3) MillaRe (4) Tax Increments (5) 1985-86 $ 86,762,119 $ 8,456,617 17.3140 $ 139,097 1986-87 144,643,083 28,875,671 (6) 17.3150 470,045 1987-88 145,058,948 29,291,536 16.8945 470,123 1988-89 145,230,969 29,463,557 (7) 16.8885 472,716 1989-90 158,756,881 42,989,469 16.9125 981,803 1990-91 186,828,159 71,060.747 16.6945 1,145,437 1991-92 226,517,567 110,750,155 16.6975 1,785,196 1992-93 237,843,445 122,076,033 16.6975 1,967,759 1993-94 299,735,618 183,968,206 16.6975 2,965,407 1994-95 314,722,398 198,954,986 16.6975 3,206,980 (1) October 1 through the next succeeding September 30. (2) Taxable Value of the Real Property located in the Redevelopment Area is based on the real property assessment on January 1 of the prior fiscal year. (3) The Increment is the Taxable Real Property for the current fiscal year minus the Taxable Value of Real Property for the Base Years, see "TAX INCREMENTS - CALCULATIONS". (4) Millage is the combined millage of the County and the City. (5) Total Annual Tax Increments represent the combined contributions by the County and City which are equal to 95Z of the tax revenues generated from the application of combined millage against the Increment of Taxable Value of Real Property. (6) The significant increase in the Increment of Taxable Value of Real Property in Fiscal Year 1986-1987 is attributed to the increase in the size of the Redevelopment Area, see "REDEVELOPMENT AREA - Location". (7) The increase in fiscal year 1989-90 is attributed to the addition of the Courthouse Center project with an assessed value of $22,127,471 minus the assessed value of certain parcels taken off the tax rolls since they were acquired by the City for redevelopment. Source: City of Miami, Florida. The increased value in the Total Taxable Value of Real the preceding Table starting in fiscal year 1989-1990 was following new developments being added to the tax rolls beginning in 1991-1992 also include a projected increase of valuation in each year. -15- Property shown in a result of the Fiscal years 5Z in total area 90- 871 2 Fiscal Year 1989-1990 Project 1. Courthouse Center Project 1. 1. 2. 1. Asseslsed Value $22,127,471 Fiscal Year 1990-1991 Arena Towers, Building I Assessed Value $15,550,000 Fiscal Year 1991-1992 Project Assessed Value Arena Towers, Building II $10,188,000 Biscayne View Apartments 20,160,000 Fiscal Year 1993-1994 Gran Central Office Tower $50,000,000 There are no assurances, however, that Biscayne View Apartments will be completed in time for inclusion on the assessment roll for January 1, 1991 or _ that the Gran Central Office Tower will be built since it is not yet under construction. see "RISKS". It is important to note that the projections prepared by the City do not account for any other development which may occur within the Redevelopment Area as a result of the Project. GUARANTEED ENTITLEMENT REVENUES General The Florida Revenue Sharing Act of 1922, Part II, Chapter 218, Florida Statutes (the "Revenue Sharing Act") provides for the distribution of certain revenues by the State to units of local government, including municipalities, such as the City. All revenues received by a municipality from the State pursuant to the Revenue Sharing Act are designated Revenue Sharing Receipts. The Revenue Sharing Act includes a formula to determine the monthly Revenue Sharing Receipts to be distributed from the Revenue Sharing Trust Fund For Municipalities, which is the fund to which the State deposits the Revenue Sharing Receipts. It also provides that no eligible municipality shall receive less Revenue Sharing Funds from the State than that amount received by such municipality from the State in the fiscal year 1971-1972 from the sum of the State cigarette tax, State road tax and State motor fuel tax (the "Guaranteed Entitlement"). The State road tax is no longer a part of the Guaranteed Entitlement, but the amount to be received in each fiscal year is unaffected. The Revenue Sharing Act further provides that there shall be no -16- 00-- S71 use restriction on the Guaranteed Entitlement portion of the total State Revenue Sharing Receipts ("Guaranteed Entitlement Revenues"). However, receipt of the Guaranteed Entitlement moneys is solely dependent on the continuing payment of revenue sharing by the State of Florida, on which no assurance can be given. The Series 1990 Bonds will be secured by a pledge of $300,000 per year by the City from the proceeds of its Guaranteed Entitlement Revenues. The City's limited pledge of $300,000 in Guaranteed Entitlement Revenues will be on a parity with the City's $6,500,000 Guaranteed Entitlement Revenue Bonds, Series 1989 (the "Senior Lien Bonds"), and subordinate and junior to the City's obligation to set aside $2,000,000 per fiscal year (October 1 through September 30) through fiscal year 1995 to repay a loan made to the City by the First Municipal Loan Council ("Municipal Council Loan"). The City has covenanted that it will not take any action which will impair or adversely affect the Guaranteed Entitlement Revenues and has further covenanted to take all lawful action necessary or required to continue to entitle the City to receive its Guaranteed Entitlement Revenues in the same amounts and at the same rates as now provided by law to pay the principal of and interest on the Series 1990 Bonds, and to make any other payments required under the Bond Resolution. The City's Guaranteed Entitlement Revenues and Revenue Sharing Receipts Only the City's Guaranteed Entitlement is available to be pledged on a parity and subordinated basis to the payment of debt service for the Series 1990 Bonds since the Revenue Sharing Act prohibits the City from pledging any portion of the Revenue Sharing Receipts received by the City in excess of its Guaranteed Entitlement Revenues. The following table sets forth the City's Guaranteed Entitlement, Revenue Sharing Receipts in excess of its Guaranteed Entitlement and its total Revenue Sharing Receipts for the fiscal years indicated: City Fiscal Years Ended September 30th Fiscal Guaranteed Excess Total Year Entitlement Receipts Receipts 1984 $5,721,258 $5,994,149 $11,715,407 1985 5,721,258 6,240,917 11,962,175 1986 5,721,258 5,377,383 11,098,641 1987 5.721,258 5,747,170 11,468,428 1988 5,721,258 5,465,600 11,186,858 1989 5,721,258 5,151,742 10,873,000 1990 5,721,258 4,748,742 10,470,000 Source: City of Miami, Finance Department The City's Guaranteed Entitlement is not affected by any increase in the tax on cigarettes and motor fuel since it may only pledge its Guaranteed Entitlement Revenues portion. Since the additional receipts it receives are -17- �)0-- 8"71 equal to its Guaranteed Entitlement Revenues, it is unlikely that any significant decrease in the taxes would affect is Guaranteed Entitlement Revenues since the reduction will first affect the Additional Receipts. Available Guaranteed Entitlement Revenues The following table shows the amount of Guaranteed Entitlement Revenues the City anticipates will be available after it makes the required annual payments on its Municipal Council Loan and its Senior Lien Bonds to meet its obligation of $300,000 per fiscal year with respect to the Series 1990 Bonds. City Fiscal Years Ending September 30th (000) 1991 Guaranteed Enti- $5,721 tlement Municipal Council 2,000 Loan Debt Service- 608 Senior Lien Bonds* Available Revenues 3,113 Series 1990 Bonds 300 Coverage Ratio 10.37x 1992 1993 1994 1995 1996 $5,721 $5,721 $5,721 $5,721 $5,721 2,000 2,000 2,000 2,000 -0- 607 610 607 608 609 3,114 3,111 3,114 3,113 5,112 300 300 300 300 300 10.38x 10.37x 10.38x 10.37x 17.04x * Rounded to nearest thousand dollars for Senior Lien Bonds DEBT SERVICE REQUIREMENTS AND COVERAGE The following table sets forth estimated debt service requirements for the Series 1990 Bonds and estimated debt service coverage to be provided from the Pledged Revenues. After 1991, the Tax Increment Revenues are based upon the estimates of the City. The table below assumes constant receipts of tax increment revenues on and after January 1, 1997, but actual tax increment revenue receipts may vary significantly and could be less than such estimates. See "RISK FACTORS". -18- �J0- 871 2 21 Year Ending October, 1 1993. 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Location Principal Interest Total Debt Service Requirements REDEVELOPMENT AREA Estimated Tax Increment Revenues Guaranteed Entitlement Revenues $300,000 Estimated Annual Coverage The Redevelopment Area is situated within the municipal boundaries of the City. It is located immediately north of the central business district to which there has been significant and positive physical economic changes over the past five years. The completion of a number of significant and commercial projects within the central business district of the City such as the Southeast Financial Center, the Dade County Metropolitan Government Center, the CenTrust Financial Center, the World Trade Center, the Courthouse Tower and Bayside have added thousands of private jobs and have attracted even greater numbers of visitors, businesses and tourists to Downtown Miami. The boundaries of the original Redevelopment Area were N.W. 5th Street on the South, I-95 on the West, I-395 on the North and Biscayne Boulevard on the East. In 1985, the Redevelopment Area was expanded to include additional real property to the South. The boundaries of this new part of the Redevelopment Area are N.W. 5th Street on the North, North Miami Avenue on the East, N.E. First Street on the South and the Metrorail transit lines on the West. Maps of the original Redevelopment Area and the current Redevelopment Area, respectively, are set forth in Appendix A. -19- 00 Included within the Redevelopment Area are two distinct sub areas which have been designated Park West and Southeast Overtown. The warehousing and general commercial areas located East of the FEC Railroad Right -of -Way ("Right -of -Way") are known as Park West and the predominantly low income community to the West of the Right -of -Way and East of I-95 and South of I-395 is Southeast Overtown. The Southeast Overtown subsection is part of a larger, predominantly black community known as Overtown. Until recently, neither Park West nor Overtown experienced the major economic spin-off effects which were generated by the massive development in the central business district of the City. Under the provisions of the Florida Community Redevelopment Act of 1969, as amended, the City and County have developed an extensive redevelopment plan to rejuvenate the Redevelopment Area through the acquisition of land and the removal of blight. Redevelopment Objectives With respect to the Southeast Overtown portion of the Redevelopment Area, the City has established a number of objectives. Specifically, the City hopes to accomplish the following, among others, through the Redevelopment Plan: 1. provide better employment opportunities and upper mobility for residents; 2, provide opportunities for minorities (residents) to manage and own businesses; 3. maintain existing business and attract new business; 4. rehabilitate existing housing; 5. replace dilapidated housing; 6. provide opportunity for residents to continue to live in Overtown; 7. promote home ownership and new housing for moderate income families and encourage an income mix in all housing; 8. restore a sense of community and unify the area culturally; and 9. preserve historic buildings and sites. In the Park West area, the City's objectives, among others, are as follows: 1. reinforce the property tax base; 3. encourage day and night activities in downtown Miami; 4. reduce travel distance for downtown workers; 5. minimize adverse impact and promote existing viable commercial and industrial uses which complement the business activities at the Port of Miami located downtown; 6. expand housing choices for Downtown workers; and 7. encourage comprehensive, large scale redevelopment. Recent Developments within the Redevelopment Area The City, through its Community Redevelopment Agency, has previously acquired real property within the Redevelopment Area in order to begin to implement the Redevelopment Plan. Pursuant to the terms of a Section 108 Loan Agreement, dated February 7, 1988, the City borrowed $5,958,400 from the United States Department of Housing and Urban Development ("HUD"). The loan -20- 90-- 871 AdaL P41 ow proceeds were used along with $28,000,000 of City funds, by the City to acquire and renovate certain real property and to make other improvements within the Redevelopment Area. A portion of the real property acquired by the City has been leased to a number of developers for the construction of rental units and condominium units. One of the new multi -family housing projects which offers affordable housing is Arena Towers, which is comprised of a 21-story building containing 204 dwelling units, a 16-story building containing 152 dwelling units and a 481 space parking garage. The 16 story building was completed prior to January 1, 1990 and currently is approximately 85Z occupied. The other building and the parking facility were completed in February of 1990. The Arena Towers complex is located just North of the Miami Arena on the opposite side of the street. The Biscayne View Apartments is another housing project which offers affordable housing and is being developed on land leased from the City. It is located adjacent to the Arena Towers on the North and is comprised of a 30-story apartment building and a 3-story building with townhouses and walk-up apartment units, for a total of 463 apartment units. The Biscayne View Apartments are scheduled to be completed on or about November 1, 1990. The City has also leased land to a private developer for the construction of Poinciana Village, 152 condominium units which are located to the West of the Miami Arena. Phase I consists of 40 units of which 12 have been completed, and the remaining 28 are almost finished. At the present time, 34 of the 40 units have been sold. THE PROJECT In addition to retiring the $5,958,400 HUD loan, including any accrued interest to the date of payment, the proceeds of the Series 1990 Bonds shall be used to reimburse the City for a $750, 000 advance by the City to the CRA for payment of expenses with respect to the Redevelopment Plan and Program, to finance the cost of certain infrastructure improvements such as street improvements, sidewalks and landscaping to the area between N.W. 7th Street and N.W. 9th Street, and to acquire a number of parcels which are located in the Southeast Overtown subsection of the Redevelopment Area. The City has already begun to acquire the property included in the Project and anticipates that the acquisition of the various components of the Project will be completed by June 1992, but such acquisition may be delayed due to litigation over the City's taking by eminent domain. See "RISK FACTORS". RISK FACTORS The ability of the City to make timely payments of ,)rincipal of, redemption premium, if any, and interest on the Series 1990 Bonds depends solely upon the ability of the City to collect sufficient Tax Increment Revenues based upon real property in the Redevelopment Area which, when added to interest earned thereon and the $300,000 in Guaranteed Entitlement Revenues will be adequate to make such payments. The Series 1990 Bonds are not general obligations supported by the full faith and credit of the City, the CRA, the County or any other political subdivision of the State, but are payable solely -21- 9 0 - 871 u g o - 8'71 from the Pledged Funds. Neither the State, the County, the City, the CRA, or any other political subdivision of the State has any obligation or power under the Bond Resolution or under Florida law to levy any taxes or any responsibility thereunder to appropriate funds from any other source whatsoever in order to pay debt service on the Series 1990 Bonds or to avail or cure any default in any such payments. Except for the Debt Service Reserve Account (Debt Service Reserve Account Surety Bond], there is no fund or account under the Bond Resolution which is required to contain amounts to make up for any deficiencies in the event of one or more defaults by the City in making payments of debt service on the Series 1990 Bonds, and there is no source from which the Sinking Fund will be replenished except the Tax Increment Revenues, the Guaranteed Entitlement Revenues, and investment income on moneys in the Funds held by the Trustee. There can be no representation or assurance that the City will realize sufficient Tax Increment Revenues to pay, when due, all required payments of debt service on the Series 1990 Bonds. The following paragraphs summarize some of the risks involved in a Florida tax increment financing such as the Series 1990 Bonds. Such summaries are not intended to be an exhaustive list of risk factors in connection with the Series 1990 Bonds. 1. Competition from Comparable Developments Outside the Redevelopment Area. The City's growth strategy for the Redevelopment Area is in competition with other communities located outside the Redevelopment Area whose growth will not generate Tax Increment Revenues for the payment of the Series 1990 Bonds. In the event that a large number of condominium, rental or commercial projects are constructed in the City outside the Redevelopment Area, the demand for residential housing within the Redevelopment Area could be reduced, thereby leading to a possible reduction in the assessed taxable value of the Arena Towers and the Biscayne View Apartments or the suppression of future development in the Redevelopment Area. 2. State National and International Economic and Political Factors. Certain economic or political developments, such as downturns in the State, national or international economy, increased national or internationally barriers to tourism or trade or international currency fluctuations could all adversely affect the continued development of the Redevelopment Area or its attraction to businesses and investors. 3. Failure to Achieve Increases in Property Values. Numerous events could occur that might reduce or cause stagnation in the value of real property within the Redevelopment Area, including natural disasters; public acquisition of property within the Redevelopment Area by the State or political subdivisions exercising their respective rights of eminent domain; or social, economic or demographic factors (or adverse public perceptions thereto) beyond the control of the City or the taxpayers in the Redevelopment Area. Any or all of such events could adversely affect the realization and collection of Tax Increment Revenues. -22- 9 0 --- 871 4. Impact of Additional Taxpayers or Increased Property Values Outside the Redevelopment Area. The addition of significant numbers of new taxpayers or an increase of property values outside the Redevelopment Area could result in an environment favorable to the reduction of the County and/or City millage rates that would, in turn, reduce collection of Tax Increment Revenues. 5. Appeals of Assessments. State law allows taxpayers to dispute assessment valuations. Various State, local, national and international economic conditions may influence a taxpayer's willingness to make or forgo such an appeal. The statutory method for determining Tax Increment Revenues uses a factor of 952, due in part to an expectation of some such appeals. Any volume of appeals which are successful in reducing the overall assessed value of the Redevelopment Area in excess of such a margin of error could result in decreased collections of Tax Increment Revenues. 6. Failure of New Projects to Achieve Economic Success. In the event the Arena Towers and/or the Biscayne View Apartments encounter financial difficulties, or the Gran Central Office complex is never built or leased, the taxable assessed value of the Redevelopment Area may be reduced due to the decrease in value of the apartments and will not generate the additional tax increment revenues anticipated from the construction of the Gran Central project. Since the City has relied on the 1990-91 Tax Increment Revenues to determine the amount of Series 1990 Bonds to be issued, such failure, however, may only have a minimal effect on the City's ability to pay the principal of and interest on the Series 1990 Bonds. 7. Litigation Pertaining to the Project. The Project will involve, among other things, the acquisition of all or a portion of four city blocks in the Redevelopment Area. It is anticipated that the City will be able to negotiate with the owners for the purchase of the individual parcels within the City blocks. In the event an agreed upon price cannot be negotiated, the City believes that it has the power to take all of the subject properties by eminent domain and believes that such power will be upheld by the courts. The City further believes that it will be capable of making any and all payments of adjudicated purchase prices of such parcels under eminent domain. However, even if the City is ultimately successful in any eminent domain proceedings that may have to be instituted, such eminent domain litigation could materially delay the commencement of the development of the parcels and, if a large number of parcels become entangled in eminent domain proceedings, the availability of additional Tax Increment Revenues which may be used for the repayment of the Series 1990 Bonds may be delayed. INC0ME TAX EFFECTS In the opinion of Co -Bond Counsel, under existing law, interest on the Series 1990 Bonds is excluded from gross income for federal income tax purposes. Also, in the opinion of Co -Bond Counsel, under existing law the Series 1990 Bonds are exempt from all present intangible personal property taxes imposed by the State of Florida. The opinion of Co -Bond Counsel is -23- 90-- 871 j WLi rendered in reliance upon certain cash flow schedules calculating the yield on the Series 1990 Bonds and upon the certificate of verifying the accuracy of the schedules calculating the yield on the Series 1990 Bonds. The opinion of Co -Bond Counsel is also subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Series 1990 Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. Those requirements include restrictions regarding the terms, amount and purpose of the Series 1990 Bonds and the use of the proceeds of the Series 1990 Bonds. The City has included provisions and procedures in the Bond Resolution in order to meet such requirements of the Code with respect to the Series 1990 Bonds, and the City and the Trustee have covenanted to comply with such provisions and procedures. Those requirements further include the arbitrage rebate obligation contained in Section 148 of the Code. The City has covenanted to comply with each requirement of the Code that must be satisfied subsequent to the issuance of the Series 1990 Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. Failure to comply with any of those requirements may cause the inclusion of interest on the Series 1990 Bonds in gross income for federal income tax purposes, retroactive to the date of issuance of the Series 1990 Bonds. An alternative minimum tax is imposed by the Code on corporations at a twenty percent (20I) rate and on taxpayers other than corporations at a twenty-one percent (21X) rate. Interest on the Series 1990 Bonds will be treated as an item of tax preference for purposes of the alternative minimum tax and included in an individual or corporate bondholder's alternative minimum taxable income. A copy of the proposed form of the opinion of Co -Bond Counsel to be rendered on the Delivery Date is attached hereto as Appendix D. Co -Bond Counsel has not expressed an opinion regarding the other federal income tax consequences arising with respect to the Series 1990 Bonds. For a description of some of the possible federal income tax consequences, see the following paragraphs. 1. Environmental Superfund Tax. Section 59A of the Code imposes for taxable years beginning before January 1, 1992, an additional tax on corporations at a rate of .12 percent on the excess over $2,000,000 of a corporation's "modified alternative minimum taxable income". Interest on the Series 1990 Bonds received by a corporate bondholder will be included in the determination of such bondholder's "modified alternative minimum taxable income". 2. Financial Institutions and Certain Insurance Companies. Section 265 of the Code provides that a financial institution holding the Series 1990 Bonds will be denied any deduction for its interest expense allocable to such Series 1990 Bonds. Under Section 832(b)(5)(B) of the Code, insurance companies subject to the tax imposed by Section 831 of the Code, including property and casualty insurance companies, are required to reduce the amount -24- y0-- 8"71 =_1 Wei of their deductible underwriting losses interest received from investments made investments in the Series 1990 Bonds. by 152 of the amount of tax-exempt after August 7, 1986, including 3. Social Security and Railroad Retirement Benefits. Under Section 86 of the Code, recipients of certain social security benefits and railroad retirement benefits may be required to include a portion of such benefits within gross income by reason of the receipt of interest on the Series 1990 Bonds. 4. S Corporations. Section 1375 of the Code imposes a tax on the income of an S Corporation having Subchapter C earnings and profits at the close of a taxable year, if greater than twenty-five percent (25I) of the gross receipts of such S Corporation is passive investment income. Interest on the Series 1990 Bonds will be included in an S Corporation's passive investment income. 5. Foreign Corporation Branch Offices Tax. Section 884 of the Code imposes a branch profits tax on foreign corporations equal to thirty percent (30x) of the "dividend equivalent amount" for the taxable year. Interest on the Series 1990 Bonds would be taken into account in determining a foreign corporate bondholder's "dividend equivalent amount" to the extent such interest is effectively connected (or treated as effectively connected) with the foreign corporate bondholder's conduct of a trade or business within the United States. Other provisions of the Code may give rise to adverse federal income tax consequences to particular bondholders. Owners of the Series 1990 Bonds should consult their own tax advisors with respect to tax consequences to them of owning the Series 1990 Bonds. LITIGATION There is no litigation pending or threatened that seeks to restrain or enjoin the issuance or delivery of the Series 1990 Bonds or the proceedings or authority under which they are to be issued or delivered. There is no litigation pending or threatened which, in any manner, questions the right of the City to pledge its Tax Increment Revenues or the Guaranteed Entitlement Revenues, as described herein, to the repayment of the Series 1990 Bonds. CITY The Series 1990 Bonds shall be issued by the City pursuant to the Interlocal Cooperation Agreement and the Bond Resolution. For a description of the City and the County see Appendix C. VALIDATION The Series 1990 Bonds were validated by a judgment of the Eleventh Judicial Circuit in and for Dade County, 1990. The time for taking an appeal has expired, judgment has become final. -25- of the Circuit Court Florida on August 23, and consequently the 90-- 871 LEGAL MATTERS The Series 1990 Bonds will be accompanied at delivery with an approving opinion of Holland & Knight and Barnes, Darby & McGhee, both of Miami, Florida, Co -Bond Counsel, in substantially the form attached hereto as Appendix D. Certain legal matters will be passed upon for the City by its General Counsel, Jorge L. Fernandez. Certain legal matters will be passed upon for the Underwriters, by their co -counsel, Fine Jacobson Schwartz Nash Block & England and the Law Offices of McCrary & Dove, both of Miami, Florida. RATINGS Moody's Investors Service and Standard & Poor's Corporation have assigned the ratings of " " and " respectively, to the Series 1990 Bonds. Such ratings reflect only the views of such rating agencies, and an explanation of the significance of such a rating may be obtained from the rating agency furnishing the same. There is no assurance that such ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by either rating agency, if in their judgment circumstances so warrant. A revision or withdrawal of the ratings may have an adverse effect on the market price of the Series 1990 Bonds. UNDERVRITING The Underwriters listed on the front cover of this Official Statement have jointly and severally agreed, subject to certain conditions, to purchase the Series 1990 Bonds from the County at an aggregate discount of $ from the initial public offering prices set forth on the cover page of this Official Statement. The Underwriters' obligations are subject to certain conditions precedent, and they will be obligated to purchase all the Series 1990 Bonds if any Series 1990 Bonds are purchased. The Series 1990 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 1990 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. FINANCIAL ADVISORS The Financial Advisors for the City are Howard Gary & Company with offices located at 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163, telephone number (305) 571-1380; and Raymond James & Associates, Inc. with offices located at 880 Carillon Parkway, St. Petersburg, Florida 33716, telephone number (813) 573-8255. OTHER MATTERS 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 its date, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters. So far as any statements made in this Official Statement and its Appendices involve matters of opinion or estimates, whether or not so expressly stated, they are set forth as such and not as representations of fact, and no -26- :J0.- 871 representation is made that any of the projections or estimates will be realized. The information and expressions of opinion set forth in this document are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any application that there has been no change in the affairs of the City, the County or the CRA since the date of this Official Statement. AUTHORIZATION CONCERNING OFFICIAL STATEMENT At the time of the delivery of the Series 1990 Bonds, the Mayor of the City will furnish a certificate to the effect that nothing has come to their attention that would lead them to believe that the Official Statement, as of its date and as of the date of delivery of the Series 1990 Bonds, contains any untrue statement of a material fact or omits to state a material fact which should be included therein for the purpose for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. EXECUTION The execution and delivery of this Official Statement by the Mayor of the City has been duly authorized by the City Commission. 147CP3408E -27- THE CITY OF MIAMI, FLORIDA By: Mayor -40-- 871 la 2 APPENDIX A MAPS OF THE SOUTHEAST OVERTOWN/PARK VEST REDEVELOPMENT AREA 90- 871 a i 7 u u a U E E 0 H Y L ccf 0 L W O 4-1 V) (a D 0 00-- 871 GIBSON PARK I II II 79 1Fn11k\ Douglas: School F-100 0 O O uu W-A v e tl� K L IT !T op* HEM. W..== o M L IS !T K41• ! as �a o oa a Biscayne View c Acts. non W Arena lowers Apts. o W Vil<lagenal ��� K [ !T = � iami Arena o u ^ L N �Y N 1. S. Test Office Freedom Tower BICENTENNIAL PARK F.E C. TIIACT Miami J c rn \O1 Police Station Federal g �'—: U Courthouse u cg ACitydn., _ • " inis, w c Building � O s Cultural Dade Center County Courthouse FLAGI R T E— F-1. , 1ST S 170 MIAMI -- �1.� f A BAYSIDE BAYTROHT PARK CMO►IK PLAZA I An--- S71 L �1 v BRICKELL PARK EIRICKEII KEY SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP - J�gd- V ACA111"UP In GIBSON PARK I II 'I '(9 XF nna VSI11,11h1"Zn. l S] i� ELM ,'\11,9 �� UU �UUUo �UUU� =clana r r y o t- +J pl ra u N U.I'Dffice PoIF LI R W r scayne View Apts. Arens—rs nn Apts. Miami Aretid hk Miami �' Police Station Federal 7 Courthouse S U City Adninis, e °1 c Building � O > c ~v a Cultural Center LUX 70, F T "1 Y �C Dade County Courthouse FIAGLCR S. hJ E: l[ I Fq �E BICENTENNIAL PARK F.E.C. TRACT r `>rt j P CHOPIK YACAR114UP :� L y a 8'71 t BRICKELL • : PARK BRICKELL KEY J�— SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP - I` f 6- S—"--=-IT—, r—= ' ' a s,� i yip L,� xt�_ I i ! \ APPENDIX B GENERAL INFORMATION PERTAINING TO METROPOLITAN DADE COUNTY AND THE CITY OF MIAMI, FLORIDA 94- 8'71 APPENDIX B DESCRIPTION OF THE CITY OF MIAMI Geography The City, situated at the mouth of the Miami River on the western shore of Biscayne Bay, is a main port of entry in Florida and the county seat of Metropolitan Dade County (the "County") which encompasses over 2,000 square miles of 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 June the heaviest, averaging nine inches. Population The U.S. Bureau of Census estimated the population of the City at 346,865 as of April 1, 1980. The 1989 population of the City has been estimated to be 371,444 by the State of Florida Division of Population Studies, Bureau of Business and Economic Research, University of Florida. During 1980, the City population increased by 50,000 to approximately 400,000, due to a large influx of Cuban and Haitian refugees. Some of these people have subsequently relocated to other jurisdictions. The 1989 population of 371,444 provided by the State of Florida is being challenged by the City. According to City estimates, the population is expected to increase to 400,000 by the year 2000. Government of the City The City has operated under the Commission -City Manager form of government since 1921. The Commission consists of five elected citizens, who are qualified voters in the City, one of whom serves as Mayor. The Commission acts as the governing body of the City with powers to enact ordinances, adopt B-1 90- 8,71 resolutions and appoint a chief administrative officer known as the City Manager. The City Clerk and City Attorney, as well as members of the Planning Advisory Board, the Zoning Board, the City of Miami Health Facilities Authority and the Miami Sports and Exhibition Authority are also appointed by the City Commission. Members of the Off-street Parking Board and the Downtown Development Authority are appointed by the respective bodies and ratified by the Commission. City elections are held in November every two years on a non -partisan basis. Candidates for Mayor must run as such for a four year term, and not for the Commission in general. At each election two members of the Commission are elected for four-year terms. Thus, the City Commissioners' 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, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City manager also retains full authority in the appointment and supervision of department directors, preparation of the City's annual budget and initiation of 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 Doctorate from Harvard Law School. He is currently a partner in the Miami law firm of Jorden & Schulte. Mayor Suarez has actively served the Miami community for a number of years through participation on 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 the Dade County Housing Committee and other civic and community boards. Miller J. Dawkins was elected Commissioner in November, 1981 and re- elected in 1985 and 1989 for four-year terms. Commissioner Dawkins was elected Vice Mayor for a one-year term in 1989. He is a graduate of Florida Memorial College and holds a Master of Science degree from the University of Northern Colorado. Vice Mayor Dawkins has been employed for over 19 years at Miami Dade Community College. B-2 9 0 -- 871 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 a 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, Miami, Florida. 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 Boatlift in 1980, he as appointed to the President's Task Force on Refugee Affairs. Mr. Odio has a Bachelor of Science degree in Public Administration from Florida Memorial College, Miami, Florida and majored in Business Administration at the University of Santo Tomas de Villanova, Havana, Cuba. Carlos E. Garcia, Director of Finance since June 1980, 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 CPA's and of the Government Finance Officers' Association of the United States and Canada. Jorge L. Fernandez, the City Attorney for the City of Miami, Florida, has been a member of 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 form Florida International University. He received his J.D. degree from Wayne State University School of Law 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 B-3 90-- 871 Aak graduate of Edison High School and has completed college courses at Pasadena City College, University of California at Los Angeles, and Hunter College, New York. She attended specialized courses at Syracuse University and obtained the three-year Municipal Clerk Certificate extended by the University. 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. Those services include public safety (police and fire), parks and recreational facilities, trash and garbage collection, street maintenance, construction and maintenance of storm drain systems, planning and development functions, construction of capital improvements, and building code, inspection and enforcement services. The Police Department provides a full range of police services and presently has budgeted a uniformed force of 1,144 and a full-time, permanent civilian component of 432. The Fire Department is rated as Class I and provides a full range of fire protection and emergency services as well as providing a full range of medical and rescue services. The City provides garbage and trash pickup and enforces sanitation requirements. Disposal of trash and garbage is performed by the County under contract with the City. The Department of Public Works maintains certain streets and sidewalks and manages construction of sewers and 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 describe the regional government services the County provides for residents of the County, 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 County -wide police services which B-4 871 4 -A F 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; 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; 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 dates to municipalities, the Board of Public Instruction and several state agencies for the purpose of budget preparation and for their respective governmental operations; collection by the County Tax Collector of all taxes and distribution directly to the respective governmental entities according to their respective tax levies; and development of minimum acceptable standards by the County Commission, enforceable throughout the County in such areas as environmental resources management, building and zoning, consumer protection, health, housing and welfare. ECONOMIC AND DEMOGRAPHIC DATA Introduction and Recent Developments The City's diversified economic base is comprised of light manufacturing, trade, commerce, wholesale and retail trade, and tourism. While the City's share of Florida's tourist trade remains an important economic force, the great gains the City has made in the areas of banking, international business, real estate and transhipment have fortified the economic base. Major capital improvements have allowed the area to accommodate and foster this rapid expansion. The Port of Miami has almost doubled in size, from 325 acres to 600 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. B-5 W W Other projects include the construction of a direct connector road to the airport expressway, and a cargo tunnel. Expansion and modernization of passenger gate areas continues in order to accommodate the increase in domestic and international passenger traffic. Downtown Miami experienced unprecedented growth during the 1980's, particularly in 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 house 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 sq. ft. 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. Bayfront Park Bayfront Park, adjacent to the Bayside project area, is currently being redeveloped at a total project cost in excess of $20 million. More than fifty percent of the project financing has been secured by the City through a variety of Federal, state and private funding sources. 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/Parkwest redevelopment area, home to the Miami Heat and the University of Miami Hurricanes. The 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 hemispheric operations. Among them are such corporations as Dow Chemical, Gulf Oil Corporation, Owens-Corning Fiberglas Corporation, American Hospital B-6 90-- 871 0 0 Supply, Coca-Cola Interamerican Corporation, Ocean Chemicals, Inc., a subsidiary of Rohm & Haas Company, Rowye 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, John Manville International, Minnesota (3-M) Export, Inc., Pfizer Latin America Royal Export, and 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 space with storage companies occupying an additional 35 percent of the City's industrial space. Transportation and service companies occupy the bulk of the remaining 15Z of the City's industrial space. The Industrial Development Authority (IDA) of Dade 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 are centered in the Miami area, shipped $849 million of merchandise in 1980, a 56 percent increase over 1970 figures. Financial Institutions Dade County is second only to New York in the greatest concentration of international and Edge Act Banks in North America with approximately 41 foreign bank branches and 10 representative offices operating in the community. 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 International, American Express Bank International, Manufacturer's Hanover International, and Morgan Guaranty International. The Federal Reserve Edge Act Amendment, adopted in 1979, permits banks to open international banking subsidiaries outside their home states. The Federal Reserve System has established a branch office in Dade County to assist the Atlanta office with financial transactions in the South Florida area. The ten year summary presented below is for Metropolitan Dade County which includes the City of Miami. These figures include national and state B-7 90-- 871 chartered banks which are FDIC insured. Non-insured state chartered banks are excluded. Number June 30 of banks Total Deposits 1988 75 $20,070,795,000(1) 1987 69 25,958,000,000 1986 73 23,042,378,000 1985 75 21,615,733,000 1984 76 21,770,028,000 1983 74 19,256,581,000 1982 70 16,158,326,000 1981 65 13,488,248,000 1980 65 9,234,540,000 1979 63 9,341,691,000 Source: F.D.I.C., Atlanta, GA (1) Reduction in deposits is attributable to more stringent FDIC regulations, which have caused a shift to other investments not insured by the FDIC. Tourism Greater Miami always has been a very attractive city for domestic and international tourists. Its climate and beaches draw many thousands of visitors throughout the year. Local government and private interests have cooperated in developing outstanding attractions and events which include power boat races at Miami Marine Stadium, the Orange Bowl Classic, the Seaquarium, Parrot Jungle, Monkey Jungle, the Orchid Jungle, dog and horse race tracks, Miami Jai Alai, the Vizcaya Palace and Metrozoo. Other points of interest and activities include tours of the Everglades and the Florida Keys, major league professional sports events, and annual attractions such as the Youth Fair, Graphics Fair, Orange Bowl Marathon, Calle Ocho Open House, Carnival Miami, Coconut. Grove Art Festival, Kwanza and Goombay Festivals, Hispanic Heritage Week, and the Orange Bowl festival events. Two major auto racing events are held in the City annually. The Miami Grand Prix auto race has been run annually in downtown Miami since 1983. Cars and drivers from around the world competed for more than $250,000 in prize money in 1989. The Tamiami CART Grand Prix race has been held at the Florida International University campus in Greater Miami since 1985. During 1989, approximately 7.7 million out-of-state visitors stayed in over 53,565 hotel and motel rooms in Greater Miami. Many of these visitors B-8 3 0 - 8'71 i io participated in international trade activities such as conventions and conferences. Tourists and visitors expended approximately $5.7 billion in Greater Miami in 1989, according to the estimates of the County. Medical Facilities The 40 hospitals located in Greater Miami offer virtually all general and highly specialized medical services. This progressive and growing health care delivery system provides education opportunity for the health care professional and places Miami in the forefront of communities with comprehensive national and international 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. 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 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 but are not limited to: 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 1,400 acres, which are freely accessible and are enjoyed year round by residents and tourists. Cultural Facilities and Affairs The Greater Miami area has an extensive library system, several museums of art and history and art galleries. A new cultural center built by the County at a cost of $26.6 million opened in downtown Miami in 1984. The complex, designed by Philip Johnson, is composed of a library, fine arts center, and a historical museum. FEE 90-r 871 k 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. Educational Institutions The public schools of the County provide educational facilities on primary and secondary levels. Public school enrollment, including both primary and secondary levels, since 1980 is as follows: School Enrollment Public School System Dade County Year Miami Total 1989.............. 50,757 275,233 1988.............. 41,521 262,213 1987.............. 36,994 244,734 1986.............. 38,345 236,127 1985.............. 37,093 227,906 1984.............. 36,992 223,884 1983.............. 35,394 223,948 1982.............. 35,662 226,324 1981.............. 36.430 233,886 1980.............. 35,093 226,576 Source: Dade County School Board Over 70,000 students are enrolled in the following colleges and universities located within the area: Barry University Florida International University Florida Memorial College International Fine Arts College Miami Christian College Miami -Dade Community College St. Thomas University University of Miami B-10 J 0 - 8'71 NO 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 costs. As estimated by the State of Florida, the total production expenditures for the State were $220 million in 1989 and the Greater Miami portion was estimated at approximately $135 million. Agriculture The land area of Greater Miami includes large agricultural expanses on which limes, avocados, mangoes, tomatoes, and pole beans are grown for the fresh produce market. During the sunny and warm winter months, the mild 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. Export More than sixty-four percent of Florida's foreign trade, which according to the U.S. Commerce Department's 1989 figures totalled in excess of $28.4 billion, flows through the ports of the City. 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 Incentive 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 and the Philippines. Miami International Airport -3 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 ranks 9th in the nation and llth in the world in the number of passengers using its facilities. It ranks 4th in the nation and 7th in the world in the movement of domestic and international air cargo. B-11 9 0 -- 871 The Airport's facilities include three runways, a 7,500 car parking complex, approximately two million square feet of warehouse and office space, and maintenance shops. Approximately 30,000 individuals are employed at the airport. In 1989, the Airport served 25.4 million passengers and handled 1.7 billion pounds of cargo. Previous year statistics are presented below: Passengers Year (000's) 1989............... 25,408 1988............... 24,224 1987............... 23,801 1986............... 21,357 1985............... 19,853 1984............... 19,328 1983............... 19,322 1982............... 19,388 1981............... 19,849 1980......I........ 20,507 Source: Dade County Aviation Department. Port of Miami Cargo (000's lbs.) 1,730.850 1,429,944 1,374,380 1,200,270 1,031,700 1,130,184 1,184,526 1,246,700 1,170,009 1,130,800 The Port of Miami is owned by the County and is operated by the Dade County Seaport Department. From 1980 to 1989, the number of passengers sailing from the Port increased from 1,459,144 to 3,100,055, an increase of 1122. This increased growth highlights the Port's emergence as the world's leading cruise ship port. The Port of Miami specialized in unitized trailer and containerized cargo handling concepts. The most effective use of equipment and the Port's convenient location combine to make the Port the nation's leading export port to the Western Hemisphere. From 1980 to 1989 the total cargo handled increased from approximately 2.5 million tons to over 3.2 million tons, an increase of 29z. A summary of the growth in revenues, passengers and cargo for previous years is presented below: B-12 90- 8'71 0 a Cargo Year Revenues Passengers (Tonnage) 1989........ $30,035,859 3,100,055 3,206,417 1988........ 26,489,275 2,502,411 2,602,556 1987........ 19,933,917 2,633,041 2,425,937 1986........ 17,973,52.2 2,520,511 2,406,048 1985........ 17,135,048 2,326,685 2,333,026 1984........ 15,943,548 2,217,065 2,287,281 1983........ 14,201,008 2,002,654 2,305,645 1982........ 12,949,687 1,760,255 2,665,921 1981........ 12,468,522 1,567,709 2,757,374 1980........ 12,056,896 1,459,144 2,485,791 Source: Dade County Seaport Department. Demographic Data The following table indicates the distribution by age groups among the population of residents of the City and of the County. Age Group as a Percentage of Total Population 1980 Miami Dade Age Group Number Percentage Number Percentage 0-5 023,459 7X 113,544 7X 6-19 61,826 17 330,738 20 20-34 75,919 22 374,276 23 35-39 106,569 31 471,351 29 60-75 55,924 16 230,136 14 75+ 23,168 7 105,736 7 346,865 100X 1,625,781 100% Source: 1980 U.S. Census of Population and Housing. Retail Sales Although the City contains 22 percent of the population of the County, almost half of the dollar value of sales transactions for the County are reported in the City. The following table presents five years of taxable sale information for the City and the County. B-13 90871 i i Taxable Sales ($ in thousands) Fiscal Year 1989 1988(1) 1987(1) 1986 1985 Miami..... $ 8,226,828 $ 8,708,334 $ 6,686,603 $ 6,400,652 $ 5,900,000 Dade County. $18,089,189 $18,401,045 $15,860,503 $14,556,903 $13,500,000 Miami/Dade.. 45Z 47Z 42Z 44Z 44Z 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 effective in July, 1987 and was repealed in December, 1987. Employment The tables below indicate the scope of employment throughout the City and the County. B-14 ;gyp-- 871 Employed Persons by Industry Type 1980 Miami Percentage Dade County Percentage Agriculture, Forestry, Fishing, Mining. ........ 1,590 1X 14,850 2Z Construction ................... 11,150 7 44,560 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 17 133,670 18 Finance, Insurance, Real Estate .................. 11,140 7 59,410 8 Business and Repair Service ...................... 9,550 6 37,130 5 Personal Entertainment & Services ................... 15,920 10 51,980 7 Health Services. 12,740 8 59,410 8 Educational Services........... 7,960 5 44,560 6 Other Professional Services .................. ...tion.......... 6,370 4 37,130 5 Public Administra 6,360 4 29,710 4 Total ..................... 159,210 1001 742,630 100I Source: 1980 Census of the Population and Housing Unemployment Rates Annual Average 1989 1988 1987 1986 1985 Miami .............. 7.9X 6.72 7.2X 8.2X 9.2I Dade County........ 6.4 5.4 5.8 6.7 7.5 U.S................ 5.3 5.5 6.2 7.0 7.2 Source: United States Department of Labor, Bureau of Labor Statistics. Housing The U.S. Census figures for 1980 show that the median value of owner occupied housing in the City was $47,517 which is an increase of 171Z of the B-15 90-- 871 0 W median value of $17,500 per owner occupied housing as outlined in the 1970 U.S. Census figures. The following tables detail the characteristics of housing by units in the City and the County. Values of Owner Occupied, Non -Condominium Housing Units 1980 Miami Percentage Dade Percentage Less than $25,000.......... 3,690 11X 14,156 6% 25,000-39,999.......... 8,283 25 43,732 18 40,000-49,999.......... 6,326 19 39,978 17 50,000-79,999.......... 11,012 33 81,130 35 80,000-99,999.......... 1,684 5 21,211 9 100,000 and over........ 2,462 7 34,658 15 Total.......... 33,457 100X 234,865 100X Median Value...... $47,517 $ 57,200 Source: 1980 U.S. Census of the Population and Housing. Occupied Housing by Tenure 1970 Percentage 1980 Percentage Owner Occupied....... 43,158 36Z 45,738 342 Renter Occupied...... 77,235 64 88,308 66 Total.......... 120,393 100X 134,046 100X Source: 1970 and 1980 U.S. Census of the Population and Housing. Building Permits The dollar value of building permits issued in the City and in the unincorporated areas of the County since 1980 is as follows: B-16 ,-x Building Permits Issued ($ in thousands) Year 1989................... 1988................... 1987................... 1986................... 1985................... 1984................... 1983................... 1982................... 1981................... 1980................... City of Unincorporated Miami Dade County $308,941 $2,731,505 288,771 2,702,387 238,513 1,190,493 192,418 1,023,858 322,785 864,862 345,262 953,055 299,941 903,706 356,676 659,160 532,205 901,676 350,054 1,020,840 Source: City of Miami Department of Building and Zoning and Dade County Department of Building and Zoning. New residential construction in the City since 1980 has been estimated as follows: Year 1989............................................. 1988............................................. 1987............................................. 1986............................................. 1985............................................. 1984............................................. 1983............................................. 1982............................................. 1981............................................. 1980............................................. Source: City of Miami Department of Building and Zoning. 147CP3456E B-17 Number of Units 1,624 212 1,425 801 603 1,018 661 1,753 3,164 2,188 -4Q-r 871 10 Fa APPENDIX C THE BOND RESOLUTION 90-- 871 10 ;-,N APPENDIX D FORM OF CO -BOND COUNSEL OPINION g0- 871 ' 'N CITY OF MIAMI, FLORIDA TO Matty Hirai City Clerk J rge Fernandez C ty At orney INTER -OFFICE MEMORANDUM DATE REFERENCES ENCLOSURES April 22, 1991 FILE Resolution No. 90-871 Community Redevelopment Revenue Bonds, Series 1990 On November 8, 1990 the City Commission passed and adopted Resolution No. 90-871 authorizing the issuance of Community Redevelopment Revenue Bonds, Series 1990. Inadvertently, a draft of said Resolution, rather than the final version was executed. Upon being notified of the discrepancies between the two documents, this office contacted the City's bond counsel (Holland & Knight/Barnes, Darby & McGhee) for a legal opinion as to the significance, if any, of the changes that were made in the final version and whether it was necessary for the City Commission to take formal action. According to bond counsel, the changes were not of a substantial nature to require formal action by the City Commission. This office concurs with that opinion. Enclosed herewith are the following documents: 1. Legal Opinion from Barnes, Darby & McGhee dated April 13, 1991. 2. A marked -up version of the executed Resolution reflecting the changes. 3. A revised set of the pages that were changed. 4. A revised version of the Resolution with attachments. It would be appreciated if you would assist in getting the final version of the Resolution executed.: Thank you for your cooperation. �` ='7 �; ► -<=� JLF/LKK/pb/P650 cc: Cesar H . Odio-- Herbert J. Bailey -- Beverly S. Solomon o Attachments R �(} e� O V ( 1 a a t 7 :3 BARNES, DARBY & MCGrIEE ATTORNEYS AT LAW 11 PARK PLACE, SUITE 903 NEW YORK, NEW YORK 10007 (212) 267-1622 FAX: (212) 227-6147 JOSEPH N. BARNES REGINA L. DARBY VINCENT P. McGHEE RAYFIELD M McGHEE DAVID CHIN PATRICK L. SYNMOIE COUNSEL JOHN DE MAIO THOMAS E WORRELL Linda Kearson, Esq. Department of Law City of Miami, Florida 1100 AmeriFirst Building One Southeast Third Avenue Miami, Florida 33131 R'ECE- I V E D I :�I ITP, 23 Pad I. 01 Iota I T I I, -A U I `j i L_ F,IN NEW JERSEY OFFICE. !' T i ' 11 " ";j j f1 NAL NEWARK BLDG 11 BRbA b STREET. SCITE 2110 NEWARK. NEW JERSEY 07102 1201) 622.7001 FAX: 12011 622.1310 April 3, 1991 FLORIDA OFFICE RIVERGATE PLAZA 4" BRICKELL AVE . IOW 10 MIAMI. FLORIDA tt131 1J031 J713398 FAX: 17051 371.2941 Re: City of Miami, Florida Community Redevelopment Revenue Bonds, Series 1990 Dear Linda: I am enclosing copies of two Federal Express receipts of : (1) package sent from Barnes, Darby & McGhee to Beverly Johnson and received on 11/01/90 and (2) package sent from Barnes, Darby & McGhee to Beverly Solomon at the same address and received on 11/05/90. It is apparent given the identical addresses and similar names that the intended recipient in both cases is the same person, the surname having been erroneously transcribed by Federal Express. The package received on 11/05/90 contained the changed pages to the resolution. Apparently due to a clerical foul-up the changed pages were not inserted before submission to the City Commission. Thus the resolution as passed by the City Commission was not in final form. Pursuant to our discussion I have reviewed the resolution filed with the City Clerk and compared the same with the resolution in our files. I have enclosed a mark-up of the filed version with changes reflecting any variation from our model as well as a few minor typos. In addition I have enclosed a revised version 90— 8"71 3tF BARNES. DARBY & McGHEE reflecting all the marked changes as well as a set consisting of the changed pages only. Based on my review, the changes are not of a substantial nature to merit a formal review by the City Clerk or require formal action by the Board; a substitution of the changed pages is all that is necessary. Please call if you have further questionplor comments. i - Sincerel , Patrick S mdie P1S/cmt Encls. 9 0 - 871 LION NO. 9 11 _ 8 1 A 2m0vi,UT1Wfl, 1NULUUING EXHIBITS A AND B, SUPPLEMENTING RESOLUTION NO. 90-0196 OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING ISSUANCE OF COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990 IN AGGREGATE PRINCIPAL AMOUNT OF $11,500,000 TO FINANCE COST OF ACQUISITION AND IMPROVEMENT FOR REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN THE SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA AND TO FINANCE REPAYMENT OF A LOAN MADE TO CITY BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT; PROVIDING FOR PAYMENT OF SUCH BONDS FROM CERTAIN REVENUES; MAILING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; DELEGATING TO CITY MANAGER CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF BONDS INCLUDING, AUTHORITY TO APPOINT A TRUSTEE, BOND REGISTRAR, PAYING AGENT AND AUTHENTICATING AGENT AND TO AWARD AND DELIVER SAID BONDS; PROVIDING FOR CREDIT SUPPORT FOR BONDS AND COVENANTS AND AGREEMENTS FOR BENEFIT OF PROVIDER OF SUCH CREDIT SUPPORT, IF NECESSARY; PROVIDING FOR RESERVE FUND INSURANCE POLICY AND COVENANTS AND AGREEMENTS FOR BENEFIT OF PROVIDER OF SUCH INSURANCE POLICY; APPROVING FORM OF PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF FINAL OFFICIAL STATEMENT; FINDING AND DETERMINING NEED FOR NEGOTIATED SALE OF BONDS; APPROVING FORM,*EXECUTION AND DELIVERY OF BOND PURCHASE AGREEMENT; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS AND PROVIDING CERTAIN OTHER DETAILS IN CONNECTION THEREWITH; AUTHORIZING CITY OFFICIALS TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH SALE AND DELIVERY OF BONDS; AND PROVIDING SEVERABILITY AND EFFECTIVE DATE. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Act as defined below. SECTION 2. DEFINITIONS. As used herein, unless the context otherwise requires: A. "Acquisition and Improvement Fund" means the City of Miami, Florida Community Redevelopment Revenue Bonds Series 1990 Acquisition and Improvement Fund created and established. pursuant to Section 15 herein. B. "Act" means the Charter of the Issuer (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Chapter 166, Florida Statutes; the Constitution of the State of Florida; the Bond Resolution and other applicable provisions of law. `t0--- S 7 1 C. "Additional Bonds" means additional obligations issued in compliance with the terms, conditions and limitations contained herein which shall have a lien, equal with the 1990 Bonds, on the Pledged Revenues. D. "Amortization Installment" means the funds to be deposited in the Redemption Account in a given Bond Year for the payment at maturity or redemption of a portion of Term Bonds of a designated series, as established by the Issuer at or before the delivery of that series of Term Bonds. E. "Authenticating Agent" means the bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Authenticating Agent, or its successors or assigns as Authenticating Agent hereunder with respect to the Bonds. F. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the Issuer as a depository, which is authorized under Florida law to be a depository of municipal funds and which has qualified with all applicable state and federal requirements concerning the receipt of Issuer funds. G. "Authorized Officers" means the Mayor or the City Manager, or either of them, and the Clerk, and such other employees or officers of the Issuer as shall be designated by the Mayor or the City Manager. H. "Bonds" means the 1990 Bonds and any Additional Bonds. I. 111990 Bonds" means the Issuer's Community Redevelopment Bonds, Series 1990, herein authorized to be issued, in an original aggregate principal amount of $11,50D,000. J. "Bond Counsel" means Barnes, Darby & McGhee and Holland & Knight or any other nationally recognized bond counsel. K. "Bondholders" means the registered owners (or their authorized representatives) of Bonds. L. "Bond Insurer" means the provider of the Municipal Bond Insurance Policy. M. "Bond Purchase Agreement" means the Bond Purchase Contract to be entered into between the Issuer and: the Underwriter(s) with respect to the initial issuance of the: 1990 Bonds, substantially in the form attached hereto as Exhibit "A". N. "Bond Registrar" means such bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Bond Registrar, or its successors or assigns as Bond Registrar hereunder with the respect to the Bonds. O. "Bond Resolution" means Resolution No. 90-0196 of the Issuer enacted on April 10, 1990, as supplemented hereby. P. "Bond Service Requirement" means for a given Bond Year the remainder, after subtracting any accrued interest for that year that has been deposited into the Interest Account from the sum of: i(1) The amount required to pay the interest 2 i 94-- 8'71 V This Bond and the interest hereon are payable solely from and secured solely by (1) a certain portion of the Issuer's share of the Guaranteed Entitlement determined pursuant to Chapter 218, Part II of the Florida Statutes, which amount shall not exceed $300,000 in any fiscal year, the lien of 1990 Bonds on such Guaranteed Entitlement being on a parity with the obligations of the Issuer pursuant to its $6,500,000 Guaranteed Entitlement Revenue Bonds, Series 1989 and any bonds hereafter issued on a parity therewith, but junior and subordinate to the Issuer's obligation to set aside $2,000,000 per fiscal year through the fiscal year ending December 31, 1995 to be used to repay a loan made to the Issuer by the First Municipal Loan Council (the "Council") under a Participation Agreement dated June 15, 1989, between the Issuer and the Council, and (2) Tax Increment Revenues legally due the Community Redevelopment Agency j (as defined in the Resolution) which funds shall be deposited in the Redevelopment Trust Fund all in the manner and to the extent provided in the Resolution No. 90-0196 adopted by the Issuer on March 8, 1990 as supplemented pursuant to Resolution No. 90-871 adopted on November 8, 1990 (collectively, the "Resolution") (The funds referred to in sections 1-2 of the preceding sentence are herein collectively referred to as the "Pledged Revenues".) Reference is hereby made to the Resolution for the provisions, among others, relating to the terms of, lien on and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the owners of the Bonds and the extent of and limitations on the Issuer's rights, duties and obligations, and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the owner hereof assents by acceptance of this Bond. Terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Bond shall not be deemed to constitute a general debt, liability or obligation •of the Issuer or of the State of Florida or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer or of the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from the Pledged Revenues in the manner and to the extent provided in the Resolution. It is expressly agreed by the Registered Owner of this Bond that the Issuer is not obligated to pay this Bond, any redemption premium related hereto, or any interest hereon except from the Pledged Revenues in the manner and to the extent provided in the Resolution and such Registered Owner shall never have the right, directly or indirectly, to regL._re or compel the exercise of the ad valorem taxing power of the Issuer or any other political subdivision of the State of Florida or taxation in any form on any real or personal property for the payment of the principal of, redemption premium, if any, and interest on this Bond or for the payment of any other amount provided for in the Resolution. It is further agreed between the Issuer and the Registered Owner of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon the Project (as hereinafter defined), or any part thereof, or any other tangible personal property of or in the Issuer, but shall constitute a lien only on the Pledged Revenues described above, all in the manner and to the extent provided in the Resolution. Neither the members of the governing body of the Issuer nor any person executing the Bonds shall be liable personally on the Bonds by reason of their issuance. 17 90-- 871 Ll 0 the Trustee in trust and kept separate and apart from all other funds and accounts held by the Trustee, and the moneys on deposit therein shall be withdrawn, used and applied by the Trustee solely for the payment of such costs related to the acquisition of lands, and the improvement thereof for the Project and purposes incidental thereto and the repcyment of HUD Loan, as hereinabove described and set forth. All such funds shall be and constitute trust funds for suchpurposes, and there is hereby created a lien upon such fundsinfavor of the Bondholders until applied as herein provided. Before any payment shall be made from the Acquisition and Improvement Fund (other than for costs of issuance on the Bonds) the Issuer shall file a requisition with the Trustee, stating in respect of each payment to be made: (i) the name of the person, firm or corporation to whom the payment is to be made; and (ii) the amount to be paid. Any funds on deposit in the Acquisition and Improvement j Fund that, in the opinion of the Issuer, are not immediately E necessary for expenditure, as hereinabove provided, may be invested and re -invested by the Trustee, at the written direction of the Issuer (or oral direction confirmed in writing), in such investment obligations as shall be permitted by the laws of the State of Florida and of the Issuer for the investment of funds of the Issuer which shall mature or be redeemable at not less than cost and not later than the dates on which such funds are expected to be needed. All income derived from investment of funds in the Acquisition and Improvement Fund shall be deposited therein and shall be used to pay costs associated with the completion of the Project. The Trustee may conclusively assume that any investment directed by the Issuer is legal. Any liquidated damages or settlement payments received by the Issuer as a result of the breach by any contractor, subcontractor or supplier working on or supplying goods for the improvement of the lands related to Project, of any representation, warranty or performance guaranty, and all insurance proceeds received with respect to damages to the Project during improvement, shall be paid to the Trustee and deposited into the Acquisition and Improvement Fund to insure completion of the Project. Moneys in the Acquisition and Improvement Fund shall be secured at all times in the manner prescribed by the laws of the State of Florida relating to the securing of public funds. When the Project has been complet3d and &11 costs 23 90... 871 Trustee's duties under this Resolution, and the Trustee shall not be answerable for the negligence or misconduct of any such attorney, agent, receiver, or employee selected by it with reasonable care and shall not be liable for any error of judgment made in good faith by an officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exercise of any discretion or power under the Resolution or for) anything whatsoever in connection with the trusts created in this Resolution except only for its own willful misconduct or negligence, except that this sentence does not extend the duties established by, or limit the exculpatory effect of, any other provision in this Resolution. C. The Trustee shall not be required to take notice, or be deemed to have notice, of any default under this Resolution other than a default in payment, unless the Trustee has actual notice of such default, or unless specifically notified in writing of such default by the registered owners of at least ten percent (10%) in aggregate principal amount of the Bonds then outstanding. The Trustee may, however, at any time, in its discretion require of the Issuer full information and advice as to the performance of any of the covenants, conditions and agreements contained in this Resolution. D. The Trustee shall be under no obligation to take any action in respect of any default or toward the enforcement of any of the trusts created by this Resolution or to institute, appear in or defend any suit or other proceeding in connection therewith, unless requested in writing to do so by the registered owners of at least ten percent (10%) in aggregate principal amount of the Bonds then outstanding, and if in the Trustee's opinion such action may tend to involve the Trustee in expense or liability, unless furnished, from time to time as often as the Trustee may require, with reasonable security and indemnity satisfactory to the Trustee. E. The Trustee and any bank or trust companyin common control with the Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds issued under and secured by this Resolution, and may join in or take any action that any Bondholder may be entitled to take with like effect as if the Trustee were not a party to this Resolution. The Trustee and any bank or trust company in common control with the Trustee, as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer, and may act as 2 depository, trustee, or agent for any committee or body of Bondholders. F. The Trustee may resign and thereby become discharged from the trusts and duties created hereby, by giving sixty(60) days prior written notice to the Issuer and by giving written notice to the Bondholders not less than sixty (60) days before such resignation is to take effect; provided however that such resignation shall take effect immediately upon the appointment of a new Trustee, if such new Trustee shall be appointed before the time limited by such notice and shall then accept the trusts and duties hereof, and provided further that no, resignation shall become effective unless and until a new trustee has been appointed. G. The Trustee at any time and for any reason may be removed by an instrument in writing, filed with the Trustee so removed and executed by the registered owners of a majority in aggregate principal amount of the Bonds then outstanding, appointing a successor Trustee. The Trustee may not be removed 31 yp-- 871 or their action to affect, disturb or prejudice the security of this resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders, and that any individual rights of action or any other right given to one or more of such owners by law are restricted by this resolution to the rights and remedies herein provided. Nothing contained herein, however, shall affect or impair the right of any Bondholder, individually, to enforce the payment of the principal of and interest on his Bond or Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this resolution. SECTION 27. PRO RATA APPLICATION OF FUNDS. Anything in this resolution to the contrary notwithstanding, if at any time the Pledged Revenues shall not be sufficient to pay the principal of or the interest on the Bonds, as the case may be, as the same become due and payable (either by their terms or by acceleration of maturities), such funds, together with any funds then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this resolution or otherwise, shall, after payment of all reasonable fees of Trustee, Paying Agent, Bond Registrar and Authenticating Agent, be applied as follows: (a) Unless the principal of all the Bands shall have become due and payable, all such funds shall be applied (1) first, to the payment of all installments of interest then due, in the order of the maturity of the installments of such interest, to the persons entitled thereto, ratably, without any discrimination or preference, and (2) then, to the payment of all installments into the Interest Account and.then into the Principal Account or, Redemption Account in the Sinking Fund, in the order of the requirement for the deposit of such installments, or ratably if in the same order of payment, without discrimination or preference. (b) If the principal of all the Bonds shall have become due and payable, all such funds shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all such Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 24 above, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all such Bonds shall later become due and payable or be declared due and payable, the funds remaining in and thereafter accruing to the Sinking Fund or the Reserve Fund shall be applied in accordance with the provisions of paragraph (a) of this Section. 38 J O --- 871 Whenever funds are to be applied pursuant to the provisions of this Section, such funds shall be applied at such times, and from time to time, as the Issuer or the Trustee, as the case may be, in its sole discretion shall determine, having due regard to the amount of such funds available for application and the likelihood of additional funds becoming available for such application in the future; the setting aside of such funds, in trust for the proper purpose, shall constitute proper application of such funds. Whenever such discretion in applying such funds shall be exercised., the date (which shall be an interest payment date unless another date more suitable shall be fixed) upon which such application is to be made shall be fixed by the Issuer or the Trustee and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. Such notice as shall be deemed to be appropriate of the fixing of any such date shall be given. No payment to the owner of any Bond shall be required unless such Bond shall be presented to the Trustee or to the Issuer, as the case may be, for appropriate endorsement or for cancellation if fully paid. SECTION 28. SUBROGATION. Notwithstanding anything in this resolution to the contrary, if the principal, interest and redemption premium, if any, with respect to any series of Bonds are paid by a Bond Insurer or Reserve Product Provider with respect to such series of Bonds, the pledge of the amounts or deposit from time to time in the funds and accounts created hereby and all covenants, agreements and other obligations of the Issuer to the Bondholders of such series of Bonds shall continue to exist and the Bond Insurer and/or the Reserve Product Provider, to the extent of any payment by such entity with respect to such series of Bonds shall be subrogated to the rights of such Bondholders. SECTION 29. BOND INSURER'S RIGHTS. Upon the occurrence of an event of default under this resolution, and so long as no event described in Section 30.hereof shall have occurred with respect to the Bond Insurer, the Bond Insurer shall, to the extent permitted by law, be deemed a holder of all of the Bonds of the series insured by such Bond Insurer for the purpose of receiving notices and the sole holder of such Bonds for purposes of giving any approvals, directions and regmests or exercising any other remedial rights under the terms of this resolution. SECTION 30. LIMITATION ON RIGHTS OF BOND INSURER. Notwithstanding any other provision contained in this resolution to the contrary: (i) If a Bond Insurer shall be in default in the due and punctual performance of its obligations under its Municipal Bond Insurance Policy -or if such policy for whatever reason is not then enforceable and in full force and effect; or (ii) If a Bond Insurer shall apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of such Bond Insurer or of all or a substantial part of its assets, or shall admit in writing its inability, or be generally unable, to pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, 39 JO- 871 } �' j• 4ti-958 � '� 11/1/90 a RESOLUTION NO. 9 0- 871 ( A )RESOLUTION, INCLITDrNG EXHIBITS A AND B, k// SUPPLEMENTING RESOLUTION NO. 90-0196 OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING ISSUANCE OF COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990 IN AGGREGATE PRINCIPAL AMOUNT OF $11,500,000 TO FINANCE COST OF ACQUISITION AND IMPROVEMENT FOR REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN THE SOUTHEAST OVERTOWN/PARK WEST REDEVELOPMENT AREA AND TO FINANCE REPAYMENT OF A LOAN MADE TO CITY BY THE UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT; PROVIDING FOR PAYMENT OF SUCH BONDS FROM CERTAIN REVENUES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; DELEGATING TO CITY MANAGER CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF BONDS INCLUDING, AUTHORITY TO APPOINT A TRUSTEE, BOND REGISTRAR, PAYING AGENT AND AUTHENTICATING AGENT AND TO AWARD AND DELIVER SAID BONDS; PROVIDING FOR CREDIT SUPPORT FOR BONDS AND COVENANTS AND AGREEMENTS FOR BENEFIT OF PROVIDER OF SUCH CREDIT SUPPORT, IF. NECESSARY; PROVIDING FOR RESERVE FUND INSURANCE POLICY AND COVENANTS AND AGREEMENTS FOR BENEFIT OF PROVIDER OF SUCH INSURANCE POLICY; APPROVING FORM OF PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF FINAL OFFICIAL STATEMENT; FINDING AND DETERMINING NEED FOR NEGOTIATED SALE OF BONDS; APPROVING FORM, EXECUTION AND DELIVERY OF BOND PURCHASE AGREEMENT; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS AND PROVIDING CERTAIN OTHER DETAILS IN CONNECTION THEREWITH; AUTHORIZING CITY OFFICIALS TO TAKE ALL JAND NECESSARY ACTIONS IN CONNECTION WITH SALE AND DELIVERY OF BONDS; AND PROVIDING SEVERABILITY EFFECTIVE DATE. RES D BY THE ITY COMMISSION OF THE CITY OF MIAMI , FLORI DA # a SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the Act as defined below. SECTION 2. DEFINITIONS. As used herein, unless the context otherwise requires: WS kd�' sewIV.ti A. "Acquisition and Improvement Fund" means the City of Miami, Florida Community Redevelopment Revenue Bonds Series ::: %.;; 'sition and Improvement Fund created and established pursuant to Section 15 herein. B. "Act" means the Charter of the Issuer (but only to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes); Chapter 166, Florida Statutes; the Constitution of the State of Florida; the Bond Resol Lion and other applicable provisions of law. TR 1ATTACHME.N %. CONTAINED CITY CCI4-4i!SSION MEETING OF NOV 8 1990 ., ,J0- 871 i C. "Additional Bonds" means additional issued in compliance with the terms, conditions and contained herein which shall have a lien, equal wit Bonds, on the Pledged Revenues. h obligations limitations the 1990 D. "Amortization Installment" means the funds to be deposited in the Redemption Account in a given Bond Year for the payment at maturity or redemption of a portion of Term Bonds of a designated series, as established by the Issuer at or before the delivery of that series of Term Bonds. E. "Authenticating Agent" means the bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Authenticating Agent, or its successors or assigns as Authenticating Agent hereunder with the respect t4 the Bonds. T. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the Issuer as a depository, which is authorized under Florida law to be a depository of municipal funds and which has qualified with all applicable state and federal requirements concerning the receipt of Issuer funds. i G. "Authorized Officers" means the Mayor or the City Manager, or either of them, and the Clerk, and such other employees or officers of the Issuer be designated by the t�g Mayor or the City Manager. vim,;,, A#VV H. "Bonds" means the 1990 Bonds and any Additional ?XA44^ Bonds. I. "1990 Bonds" means the Issuer's Community Redevelopment Bonds, Series 1990, herein authorized to be issued, in an original aggregate principal amount of $11,5000000. J. "Bond Counsel" means Barnes, Darby 6 McGhee and Holland 4 Knight or any other nationally recognized bond counsel. K. "Bondholders" means the registered owners (or their authorized representatives) of Bonds. L. "Bond Insurer" means the provider of the Municipal Bond Insurance Policy. M. "Bond Purchase Agreement" means the Bond Purchase Contract to be entered into between the Issuer and the Underwriter(s) with respect to the initial issuance of the 1990 Bonds, substantially in the form attached hereto as Exhibit "A". N. "Bond Registrar" means such bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Bond Registrar, or its successors or assigns as Bond Registrar hereunder with the respect to the Bonds. 0. "Bond Resolution" means Resolution No. 90-0196 of the Issuer enacted on April 10, 1990, as supplemented hereby. P. "Bond Service Requirement" means for a given Bond Year the remainder, after subtracting any accrued interest for that year that has been deposited into the -Interest Account from the sua of: (1) The amount required to pay the interest K 94- 871 This Bond and the interest hereon are payable solely from and secured solely by (1) a certain portion of the Issuer's share of the Guaranteed Entitlement determined pursuant to Chapter 218, Part'Il of the Florida Statutes, which amount shall not exceed $300,000 in any fiscal year, the lien of 1990 Bonds on such Guaranteed Entitlement being on a parity with the obligations of the Issuer pursuant to its $6,500,000 Guaranteed Entitlement Revenue Bonds, Series 1989 and any bonds hereafter issued on a parity therewith, but junior and subordinate to the Issuer's obligation to set aside $2,000,000 per fiscal year through the fiscal year ending December 31, 1995 to be used to repay a loan made to the Issuer by the First Municipal Loan Council (the "Council") under a Participation Agreement dated June 15, 1989, between the Issuer and the Council, and (2) Tax Increment Revenues legally due the Community Redevelopment Agency has aer.ined in the Resolution) which funds shall be deposited in the Redevelopment Trust Fund all in the manner and to the extent provided in the Resolution No. 90-0196 adopted by the Iss March Be 1990 as supplemented pursuant to Resolution No* adopted on November Be 1990 (collectively, the "Resolution") (Th funds referred to in sections 1-2 of the preceding sentence are herein collectively referred to as the "Pledged Revenues".) Reference is hereby made to the Resolution for the provisions, among others, relating to the terms of, lien on and security for the Bands, the custody and application of the proceeds of the Bonds, the rights and remedies of the owners of the Bonds and the extent of and limitations on the Issuer's rights, duties and obligations, and the provisions permitting the issuance of additional parity indebtedness, to all .of which provisions the r,wner hereof assents by acceptance of this Bond. Terms not otherwise defined herein shall have the meanings ascribed thereto in the Resolution. This Bond shall not be deemed to constitute a general debt; liability or obligation of the Issuer or of the State of Florida or of any political subdivision thereof, or a pledge of Lhe faith and credit of the Issuer or of the State of Florida or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from the Pledged Revenues in the manner and to the extent provided in the Resolution. It is expressly agreed by the Registered Owner of this Bond that the Issuer is not obligated to pay this Bond, any redemption premium related hereto, or any interest hereon except from the Pledged Revenues in the manner and to the extent provided in the Resolution and such Registered Owner shall never have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the Issuer or any other political auWivision of the State of Florida or taxation in any form on any real or personal property for the payment of the principal of, redemption premium, if any, and interest on this Bond or for the payment of any other amount provided for in the Resolution. it is further agreed between the Issuer and the Registered Owner of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon the Project (as defined) , or any part thereof, or any other tangible personal property of or in the Issuer, but shall constitute a lien only on the Pledged Revenues described above, all in the manner and to the extent provided in the Resolution. Neither the members of the governing body of the Issuer nor any person executing the Bonds shall be liable personally on the Bonds by reason of their issuance. 17 90- 87J ti 11'PO -AZ E 212 267 IeL2 ARNES t DARBV DS the Trustee in trust and kept separate and apart from all other funds and accounts held by the Trustee, and the moneys on deposit therein shall be withdrawn, used and applied by the Trustee :uluiy for the payment of such costs related to the acquisition of lands, and the improvement thereof for the Project and purposes incidental thereto and the repayment of IIUD Loan, as hereinabove described and set forth. All such funds shall be and constitute trust funds for such purposes, and there is hereby created a lien upon such funds in favor of the Bondholders until applied as herein provided. Before any payment shall be made from the Acquisition and Improvement Fund (other than for costs of issuance on the Donds) the issuer shall file a requisition with the Trustee, &toting in respect of each payment to be made: (i) the name of the person, firm or corporation to whom the payment is to be made; and (t) the amount to be paid. Any funds on deposit in the Acquisition and Improvement fund that, in the opinion of the Issuer, are not immediately �1 necessary for expenditure, as heroinabove provided, may be invested.and re -invested by the Trustee, at the written direction of the issuer (or oral direction confirmed in writing), in such investment obligations as shall be permitted by the laws of the state of Florida and of the Issuer for the investment of funds of the Issuer which shall mature or bo redeemable at not less than cost and not later than the dates on which such funds are ^xpected to be needed. All income derived from investment of funds in the Acquisition and improvement Fund shall be deposited therein and chall be used to pay costs auvociated with the camplction of the Project. The Trustee may conclusively assume that any investment directed by the Issuer is legal. Any liquidated damages or settlement payments received by the Issuer as a result of the breach by any contractor, subcontractor or supplier working on or supplying goods for the improvement of the.lands related to Project, of any representation, warranty or performance guaranty, and all insurance proceeds received with respect to damages to the Project during improvement, shall be paid to the Trustee and deposited into the Acquisition and Improvement Fund to insure onmpl eti on of the Project. Moneys in the Acquisition and Improvement Fund shall be secured at all times in the manner prescribed by the laws of the State of Florida relating to the securing of public funds. When the Projoct has been completed and all costs 23 90- 871 11 01 9�y 1? It212 267 1622 OWES R OPRBY 07 i ah,"hi Trustee,* duties under this Resolution, and the Trustee shall not be answerable for the negligence or misconduct of any such attorney, agent, receiver, or employee selected by it with reasonable care and shad not be liable for any error of judgment made in good faith by an officer of the Trustee unless it is proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee shall not be answerable for the exorcise of any discretion or power under the Resolution or for anything whatsoever in connection with the trusts created in this Resolution except only for its own willful misconduct or negligence, except that this sentence does not extend the duties established by, or limit the exculpatory effect of, any other provision in this Resolution. C. The Trustee shall not be required to take notice, cr be doomed to have notice, of any default under this Resolution other than a default in paymont, unless the Trustee has actual notice of such default, or unless specifically notified in writing of much default by the registered owners of at least ten percent (104) in aggregate principal amount of the Bonds then outstanding. The 'Trustee may, however, at any time, in its discretion require of the Issuer full information and advice as to the performance of any of the covenants, conditions and agreements contained in this Resolution. U. The 'Trustee shall be under no obligation to take any action in respect of any default or toward the enforcement of any of the trusts created by this Resolution or to institute, appear in or defend ally suit or other proccuding in connection therewith, unless requested in writing to do so by the registered owners of at least tots percent (10%) in aggregate principal a:^ount of the bonds then outstanding, and if in the Trustee's opinion such action may tend to involve the Trustee in expense or liability, unless furnished, from time to time as often as the Trustee may require, with reds3onable security and indemnity satisractory to the Trustee. E. The Trustee and any bank or trust company in common control with the Trustee may in good faith buy, sell, own, hold and deal in any of the Bonds issued under and secured by this Resolution, and may join in or take any action that any Uondholder may be entitled to take with like effect as if the Trustee were not a party to this Resolution. The Trustee and any bank or trust company in common control with the Trustee, as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer, and may act as depository, trustee, or agent for any committee or body of 1uiAwl 4,6! S. F. The 'Tructea may resign and thereby become discharged from the trusts and dutium created hereby, by giving sixty(60) days prior written notice to the Issuer and by giving written notice to the Bondholders not loss than sixty (60) days before such resignation is to take effect; provided however that such resignation shall take effect immediately upon the of a new 'Trustee, if such new Trustee shall be appointed before the time limited by such notice and shall then accept the trusts and duties hereof, and provided further that no resignation shall bacon* effective unless and until a new trustee has been appointed. G. The Trustee at any time and for any reason may be removed by an instrument in writing, filed with the Trustee so removed and oxaouted by the registered owners or a majority in aggregate principal amount of the Bonds then outstanding, appointing a successor Trustee. Tho Trustee may not be removed 31 90- 871 . . 11'C1'o0400,i02 it 212 267 1622 Ar"ARNES R TARDY 14 or their action to affect, disturb or prejudice the security of this resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders, and that any individual rights of action or any other right given to one or more of such owners by law are restricted by this resolution to the rights and remedies heroin provided. Nothing contained heroin, however, shall affect or impair the right of any Bondholder, individually, to enforce the payment of the principal of and interest on his bond or Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this resolution. ST;CTION 27. PRO HATA APPLICATION OF FUNDS. Amything in this resolution to the contrary notwithstanding, if at. any time the Pledged Revenues shall not be sufficient to pay the principal of or the interest on the Bonds, as the case may be, as the same become due and payable (either by their terms or by acceleration of maturities), such funds, together with any funds then available or thereafter becoming available for such purpose, whether through the exercise of the remedies provided for in this resolution or otherwise, shall, after payment of all reasonable fees of Truutee, Paying Agent, Bond Registrar and Agent, be applied as follows: (a) Unless the principal of all the Bonds shall have become due and payable, all such funds shall be applied (1) first, to the payment of all installments of interest then due, in the order of tho maturity of the installments of such interest, to the persons entitled thereto, ratably, without any discrimination or preference, and (2) then, to the payment of all installments into the Interest Account and then into the Principal Account or Redemption Account in the sinking rund, in*tho order of the requirement for the deposit of such installments, or ratably if in the same order of payment, without discrimination or preference. (b) if the principal of all the Bonds shall have become due and payable, all uuc:h funds shall be applied to the paymont of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of intorvst over -cincipal, or of any installment of interest over any installment of interest, or of any Bond over any other Bond, ratably, according to the amounts dueg respectively, for principal and interest, to the persons entitled thereto without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds. (c) If the principal of all such Bonds shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 24 above, then, subject to the provisions of paragraph (b) of this section in the event that the principal of all such ponds shall later become due and payable or be declared due and payable, the funds remaining in and thereafter accruing to the sinking r'und or the Reserve Fund shall be applied in accordance with the provisions of paragraph (a) of this section. 38 90- 871 � r 11 01 90 :..fit X 212 26r 1622 e Es t DAR6Y 1s Whenever funds are to be applied pursuant to the provisions of this Section, such funds shall be applied at =";_u '_=a:=-, and from time to time, as the Issuer or the Trustee, as the case may be, in its sole discretion shall determine, having due regard to the mount of such funds available for application and the likelihood of additional funds becoming available for such application in the future; the setting aside ui sut-,h funds, in trust for the proper purpose, shall constitute proper application of such funds. Whenever such discretion in r applying such funds shall be exercised, the date (which shall be an interest payment date unless another data more suitable sha be fixed) upon which such application is to be made a fixe by the Issuer or the 'Trustee and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. Such notice as whall be deemed to be appropriate of the fixing of any such date shall be given. No payment to the owner of any Bond shall be required unless such Bond shall be presented to the Trustee or to the Issuer, as the case may be, for appropriate endorsemonL- or for cancellation if fully paid. SECTION 20. SUBROGATION. Notwithstanding anything in this resolution to the contrary, if the principal, interest and redemption premium, if any, with respect to any series of Bonds are paid by a Bond Insurer or Reserve Product rrovidEer with respect to such series of Bonds, the pledge of the amounts or deposit from time to time iri the funds and accounts creates' hereby and all covenants, agreements and other obligations of the Issuer to the Bondholders of such series of Bonds shall continue to exist and the Bond insurer and/or the "zzarvc product Provider, to the extent of any payment by such entity with respect to such series of Bonds shall be subrogated to the rights of such Bondholders. SLCrION 29. ' BOND INSURER'S RIGHTS. Upon the occurrence of an event of default under this resolution, and so long as no event described in Section 30 hereof shall have occurred with respect to the Bond insurer, the Bond Insurer shall, to the extent permitted by law, be deemed a holder of all of the Bonds of the series insured by such Bond Insurer for the purpose of receiving notices and the sole holder of such Bonds for purposes of giving any approvals, directions and requests or exercising any other remedial rights under the terms of this resolution. SECTION 30. LIMITATION ON RIGHTS OF BOND ::=withstanding any other provision contained in this resolution to the contrary: (i) If a Bond Insurer shall be in default in the due and punctual performance of its.obligations under its Municipal Bond Insurance Policy or if such policy for whatever reason is not then enforceable and in full force and offectt or (ii) if a Bond Insurer shall apply for or consent to the appointment of a receiver, custodian, trustee or liquidator of such Bond Insurer or �dd'ml all or a substantial part of its assets, or shall tin writing its Inability, or be generally pa}a~� to pay its debts as such debts become due, or shall make a general assignment for the benefit of its creditors, or commence a voluntary case under the Federal bankruptcy Code (nu now or hereafter in effect) or shall file a petition $coking to take avantage a any other in relating to adnxruptcy, 39 S 0 — 871 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : Honorable Mayor and Members DATE : �i J ��90 FILE of the City Commission SUBJECT : S.E. Overtown/Park West Tax Increment Bond Issue, Series 1990 FROM: Cesar H. Od REFERENCES :City Commission City Manage Meeting of 11/8/90 ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached Resolution, authorizing issuance of Community Redevelopment Revenue Bonds, Series 1990 in aggregate principal amount not to exceed $11,500,000 to finance or to reimburse City for cost of acquisition and improvement for redevelopment purposes of certain properties in the Southeast Overtown/Park West Redevelopment area and to finance repayment of a loan made to the City by the United States Department of Housing and Urban Development. ITTecaelailt The Department of Development recommends the approval of the attached Resolution with respect to the issuance of Community Development Tax Increment Revenue Bonds for the S.E. Overtown/Park West Redevelopment project for the purpose of acquiring new properties and refinancing the existent debt. On December 14, 1989, the City Commission approved Resolution No. 89-1151, approving: 1) The City to submit an application for bond allocation from the State of Florida; and 2) the content of a public hearing (TEFRA) held on December 6, 1989 in connection with the issuance of the proposed bond. The State of Florida Division of Bond Finance approved the City's request on January 2, 1990. Resolution No. 90-196, approved by the City Commission on March 8, 1990, authorized the issuance of not to exceed $22,000,000 in principal amount of the City's Community Redevelopment Tax Increment Revenue Bonds, Series 1990. The bond issue was ratified by the Dade County Commission on August 14, 1990 and subsequently validated by the Dade County Circuit Court on August 23, 1990. 90- 671 ~� J 3� i _j i Honorable Mayor and Members of the City Commission Page 2 The Dade County Board of County Commissioners is expected to conduct a final hearing for the sale of the bonds on October 18, 1990. The closing date for the bond sale is set for November 14, 1990. Enclosures: Proposed Resolution 90-Q 8'71 .ii