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HomeMy WebLinkAboutR-89-0627W Jj-89=b89 6/28/89 RESOLUTION NO. 897627 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, AMENDING RESOLUTION NO. 89-547 RELATED TO THE CITY'S RENTAL REVENUE BONDS, SERIES 1988-1 AUTHORIZING EXECUTION BY THE CITY OF AN AGREEMENT WITH THE UNITED STATES OF AMERICA l/ AND NCNB NATIONAL BANK OF FLORIDA AND OTHER INSTRUMENTS RELATED TO THE ISSUANCE OF THE BONDS; RATIFYING CERTAIN ACTIONS TAKEN BY THE CITY MANAGER AND/OR MAYOR; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE FLORIDAs SECTION 1. Authority. COMMISSION OF THE CITY OF MIAMt This Resolution is adopted pursuant to the Act, as defined in Resolution NO. 89-547 of the City of Miami, Florida (the "Issuer") adopted on June 7, 1989 (the "Bond Resolution"). SECTION 2. Definitions. All terms used herein in B. Section 2.D of the Bond Resolution is hereby amended by deleting the definition of the term "Authenticating Agent" in its entirety and inserting the following in lieu thereof= D. "Authenticating Agent" means the bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 9 hereof as Authenticating Agent hereunder with respect to the Bonds. C. Section 2.Y of the Bond Resolution is hereby amended by deleting the definition of the term "paying Agent" in its entirety and inserting the following in lieu thereof. ,Y. "Paying Agent" means the bank or trust company appointed by the City manager or Mayor in accordance with the terms of Section 9 hereof as Paying Agent, or any successors designated pursuant to this Resolution. f D. Section 20 of the Bond Resolution is hereby amended � j by deleting the. final sentence therein in its entirety and inserting the following in lieu thereof: The City Attorney is hereby authorized to institute proper proceedings in the circuit court of the Eleventh Judicial; Circuit; in and for Dade County, Florida, to confirm and validate the Authorized Additional Bonds and to pass upon the security therefor and the validity and legality thereof if the City Attorney determines the same to be necessary and appropriate. E. Except as so amended, the Bond Resolution remains in k = full force and effect. SECTION 4. Authorization of Agreement and Other Instruments. _ a 4 A. The form of the Agreement among the, Ipsuer, ::the, GSA and NCNB National Ban] of Florida,, Tampa, .: k'lq�a.da, attached hereto as Exhibit;- ••A" is hereby approved, ',.eub j ect to � h a X Y •� �r� �:� .. .. w w�; : t .. t �, ;"•'w`'' fit• such changes, insertions and omissions and such filling of blanks therein as may be approved and made in such agreement by the officers of the issuer executing the same, such execution to be conclusive evidence of such approval. The Mayor or the City Manager and the Clerk are hereby authorized to execute the Agreement on behalf of the Issuer. B. The Mayor, the City Manager, the Clerk, the Director of Finance and all other officers of the Issuer are hereby authorized and directed to execute such documents, instruments and contracts# whether or not expressly contemplated hereby or by the Bond Resolution, including, but not limited to, a letter of representations With the Depository Trust Company, and do all acts and things required by the provisions of this Resolution or the Bond Resolution related to the issuance of the 1988 Bonds. SECTION S. Authorization and Ratification. The execution by the Mayor or the City Manager of a Bond Purchase Agreement selling the 1988 Bonds to the Original Purchaser at an aggregate purchase price of 98.92% % of the original principal amount of the 1988 Bonds (excluding original issue discounts), at a true interest cost rate of 8.65 % and subject to the redemption provisions set forth in the Bond Purchase Agreement, the utilization of an Offering Circular in the form attached hereto as Exhibit "B" by the Original Purchaser in the marketing of the 1988 Bonds, the appointment by the Mayor or the City Manager of NCNB National Bank of Florida as Trustee, Paying Agent, Authenticating Agent and Bond Registrar, under the Bond Resolution, as hereby amended, and the execution by the Mayor or the City manager of a certificate establishing the Reserve Requirement for the 1988 Bonds, and any Additional Bonds at zero and authorizing that no proceeds of the 1988 Bonds be deposited- to the Reserve Fund, and all other actions taken by the Mayor'or the City manager in connection with the offering and sale of the. 1988 Bonds are hereby authorized, ratified, and approved. r' = Y� t 3 1 R. _ to �"/v'L"�'.c1 b;Gr1_r _i3s3a•+Sa -t' tMw 5,u i 1 .7_ . _.. _ _-r.�`.. „-..!t , /.t a"� nay fir. SFrtP.iin`8eH4e'i'Ji,Fff:4 PSG.t2' • •? . r SECTION 6. Effective Date. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED this 13th _.day of July, 1989 CITY --CLERK J l PREPARED AND APPROVED SY: LINDA KEARSON ( " ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: opft4cL. AGREEMENT THIS AGREEMENT dated as of July 17, 1989, by and among THE CITY OF MIAMI, FLORIDA (the "City), the UNITED STATES OF AMERICA, acting by and through the GENERAL SERVICES ADMINISTRATION (the +'Government"), and NCNB NATIONAL BANK OF FLORIDA, a national banking association duly organized and existing under the laws of the United States of America, having the authority to exercise cor- porate trust powers, and having its principal office in the City of Tampa, Florida, as trustee (the "Trustee"), WHEREAS, the City is issuing its $30,000,000 Rental Revenue Bonds, Series 198E (the "1988 Bonds"), the proceeds of which will be used to construct a building to be occupied by the Government or agencies thereof pursuant to the terms of a Lease Agreement between the City and the Government, dated October 22, 1987, as amended by Amendment No. 1, dated June 23, 1989, and as supplemented by a Consent and Approval, dated as of June 28, 1989 (collectively, the "Lease"); and WHEREAS, the City, on June 7, 1989, adopted Resolution No. 89-547, as amended by a Resolution adopted on July 13, 1989 (collectively, the "Bond Resolution"); and WHEREAS, the Bond Resolution establishes the 1988 City of Miami, Florida, Rental Revenue Bonds Construction Fund (the "Construction Fund"), the 1988 City of Miami, Florida, Rental Revenue Bonds Revenue Fund (the "Revenue Fund"), the 1988 City of Miami, Florida, Rental Revenue Bonds Sinking Fund (the "Sinking Fund") and the-1988-City of Miami, Florida, Rental Revenue Bonds Reserve Fund (the "Reserve Fund"), all of which are to be administered by a Trustee; and } n WHEREAS, the Trustee has been designated as Trustee under the Bond Resolution. NOW, THEREFORE, in consideration of the premises hereof, of the acceptance by the Trustee of the trusts under the Bond Resolution created, and of the purchase and accept- ance of the 1988 Bonds by the purchasers thereof, and for other good and valuable consideration, the receipt and suf- ", a i x 1 W ficiency of which is hereby acknowledged, the City, the Government and the Trustee hereby agree as follows: SECTION 1. All terms used herein in capitalized form and not otherwise defined herein shall have the mean- ings ascribed thereto in the Bond Resolution. SECTION 2. The Trustee hereby accepts the duties and responsibilities placed upon it as Trustee, Paying Agent, Authenticating Agent and Bond Registrar under the Bond Resolution, accepts the trusts imposed upon it by the Rand Resolution and agrees to abide by the terms of, and perform the functions established by, the Bond Resolution, but only upon the terms and conditions, and subject to the provisions, of the Bond Resolution. The Construction Fund, the Revenue Fund, the Sinking Fund and the Reserve Fund created by the Bond Resolution shall all be held by the Trustee and the Trustee shall administer all funds deposited to the Construction Fund, the Revenue Fund, the Sinking Fund and the Reserve Fund in accordance with the terms of the Bond Resolution and shall make investments of funds depo- sited therein only in accordance with the terms of the Bond Resolution, The trusts created in the Bond Resolution and accepted by the Trustee pursuant hereto shall be irrevocable and the holders of the Bonds shall have an express lien on all moneys in the funds created in the Bond Resolution or arising out of deposits contemplated therein, all in accord- ance with the terms of the Bond Resolution. The fiduciary obligations of the Trustee hereunder shall be effective immediately upon delivery of the 1988 Bonds and shall terminate upon payment in full of the 1988 Bonds and all Additional Bonds issued under the -Bond Resolution or upon defeasance under the terms of the•Bond Resolution: In the performance of its duties hereunder, the Trustee shall be required to take and perform only those ac- tions as are specifically provided to be taken or performed by the Trustee, the Paying Agent, the Authenticating Agent -,� 89 `rr`am�\\ " w { 1� s a - �" W 4 i Y 1 Y. n J�.Y lx 4 i.��ftiS 5Av�6�'E _ u..i. Ws ° 1vB'iV �$St114 OF T'LB $011TD3—�,i ?toox l�x�'RY or Bond Registrar as provided in the Bond Resolution and the Trustee shall have no implied powers or duties hereunder. The Trustee is not a party to, nor the assignee of, the Lease and therefore has no property interest in, nor security interest in said Lease. The obligations of the Trustee are limited to the receipt, investment and payment of funds received from the Government. The Trustee shall have no responsibilities, obligations or rights under the Lease or the Bond Resolution in the case of a non -monetary default. In the case of a monetary default, the only remedy the Trustee shall have is to bring an action against the Government for the payment of the Annual Rentals due pur- suant to the Lease or to bring any action against the City for the payment of the Pledged Revenues. SECTION 3. All withdrawals from the Construction Fund shall, in accordance with the terms of the Bond Resolution, be made upon submission to the Trustee of a written requisition, in the form attached hereto as Exhibit "B," executed by the City, with the approval thereof evi- denced by execution by GSA. All investments of moneys held by the Trustee under the terms of the Bond Resolution shall be made by the Trustee, in accordance with the terms of the BondResolution, upon written request delivered to the Trustee executed by the City, with approval thereof evi- denced by execution of GSA. It is hereby agreed that the Trustee may rely in making investments hereunder, upon the City to determine that such investments are properly secured as public funds under Florida law. i SECTLON 4. In accordance with the terms of the Lease, GSA agrees that it shall pay the Annual Rentals under j the Lease commencing January 1, 1992, in the amounts and at the times set forth on the schedule attached as Exhibit "A", hereto; provided, however, that the amounts shown on such schedule shall be reduced to the extent that funds are otherwise available in the Revenue Fund to make payments of debt service on the 1988 Bonds in accordance with the Bond Resolution. 22 ,""� SECTION 5. There is hereby created with the Trustee to be held under the terms hereof a separate fund to be known as the "Additional Rentals Fund" into which the Trustee shall deposit all Additional Rentals (as defined in the Lease) paid to the Trustee under the terms of the Bond Resolution. All moneys deposited in the Additional Rentals Fund shall be paid over by the Trustee to the City in ac- cordance with the terms of the Bond Resolution; provided, however, that to the extent such Additional Rentals are at- tributable to fees or costs owed by the City to the Trustee ift connection with the 'Trustee carrying out its duties hreunder and under the Bond Resolution, the Trustee may, with the consent of the City, withdraw such funds in satis- faction of the amounts owing it. SECTION 6. The payment of all amounts due and ow- ing the City by the Government to the City under the terms of the Lease shall be made directly by the Government to the Trustee for the benefit of the City and shall be applied by the Trustee in accordance with the terms of the Bond Resolution. SECTION 7. The fees of counsel to the Trustee shall.be considered to be a cost of issuance of the 1988 Bonds under the terms of the Bond Resolution. SECTION 8. As established by a Certificate of the Mayor or City Manager of the City, the Reserve Requirement with respect to the 1988 Bonds and any Additional Bonds shall be $0, and no deposits, from whatever source, shall.be made by the City or the Trustee to the Reserve Fund with respect to the 1988 Bonds or any Additional Bonds. k several SECTION 9. This Agreement may be executed in counterparts, each of which shall be an original and 4 t all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have entered this Agreement on day and year first above written. (SEAL) THE CITY OF MIAMi, FLORIDA lay: W MWN DF 1 `AXABL814tb1VDS-- i.L 14 MJr ENtRY The City of Miami, Florida 8.65% RENTAL RE VENUR BONDS SERIES 1988 Secured by Payments from the General Sers ices Administration, an Agency of the United States of America bated: July 1, 1989 Due: July 1, 2019 no Bonds are Issuable as fully registered bonds and initially will be rejt£stered to Cede !f Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases of interests in the Bonds will be rnnde in book entry form only, in the principal amount of $8,000 or any integral multiple thereof' Purohasers of Bonds will not receive physical delivery of bond certificates. Transfers of ownership Interests in the Bonds will be effeoted through a book entry system as described herein: Paym*ftft of Interest (payable on January 1, 1990 and semi-annuatty thereafter on each January Z and July :1) on and prino£pal of the Bonds Will, be Made to Cede 4' Co., as nominee for DTC as registered owner of the Pantie, to be subsequently disbursed to the beneficial owners of the Ponds. 21e Bonds are not a general debt, liability or obligation of The City of Miami, Florida (the "City"), or the State of Florida or any political subdivision thereof, or a pledge of the faith and credit of the City or of the State of Florida or any political subdivision thereof, but will be payable, on a parity with any Additional Bonds which subsequently may be issued, solely from the Pledged Revenues referred to herein derived from rental and other payments made under a Lease Agreement, as supplemented (the "Lease"), between the City and the United States of America, acting through the General Services Administration, an agency of the United States of America (the "Government"). In the opinion of Regional Counsel for the General Services Administration, as counsel for the Government, the obligation of the Government to make payments of Annual Rental under the Lease is an absolute and unconditional general. obligation of the United States, for which the full faith and credit of the United States are pledged. The Bonds are being issued to finance a portion of the costs of the acqu£s£t£on of real estate and the construction thereon of a 060,000 square foot of 4m buibding to be leased. from the City by the Government pursuant to the Lease, to pay capitalized Interest on the Bonds and to pay the costs of Issuance of the Bonds. The Bonds are not subject to optional redemption but are subject to mandatory slnk£ng fund redemption Lit the years and amounts as described herein. In the opinion of Holland & Knight, Miami, Florida, Bond Counsel, and Barnes, Darby & McGhee, Miami, Florida, Co -Bond Counsel, under existing statutes and regulations, interest on the Bonds is includable In the gross income of the owners thereof for federal income tax purposes pursuant to the Internal Revenue Code of 1086, as amended, and under existing law the Bonds are exempt from all present intangible personal property taxes imposed by the State of Florida. See `Tax Matters." Price 100% (Accrued interest to be added) The Bonds will be offered subject to prior sale, when, as and If Issued by the City and accepted by the Underwriters, subject to approval of legality by Bond Counsel and Co -Bond Counsel, approval, of certain legal matters by Jorge L. Fernandez, City .attorney, by .siphons R. Dattolo, Regional Counsel for the General Services .administration, as counsel to the Government, and by Squire, Sanders 4' Dempsey and Greenberg, Traurig, Hoffman, Ltpoff, Rosen 4' Quentel, P.A, as co -counsel to the Underwrlters, and to osrta£n other oondlt£ons. It Is expected that the Bonds In de flnitive book -entry form will be ava.£labU for delivery aga£nat payment therefor in New York, New York on or about July 11, 1989. MORGAN STANLEY & CO. Incorporated PAINEWEBBER INCORPORATED GOLDMAN, SACHS & CO. AIBC INVESTMENT SERVICES, CORP. GRIGSBY BRANDFORD PO WELL INC. M.R. BEA , & COMPANY GUZMAN & COMPANY CARMONA FERRAND MONTES SECURITIES CORPORATION WR LAZARD & LAIDLAW INCORPORATED Dated . July 8, 1989 --627, NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY THE CITY OR ANY UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTA— TIONS, OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN 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 OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY OFFER OR SOLICITA— TION OF SUCH OFFER Olt SALE OF THE 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 HEREIN HAS BEEN OBTAINED FROM THE CITY OF MIAMI, FLORIDA, THE GENERAL SERVICES ADMINISTRATION AND OTHER SOURCES BELIEVED TO BE RELIABLE, BUT THE ACCURACY OR COMPLETENESS OF THAT INFORMATION IS NOT GUARANTEED BY, AND SHOULD NOT BE CONSTRUED AS A REPRESENTATION BY, THE UNDER— WRITERS, NEITHER THE DELIVERY OF THIS OFFERING CIRCULAR NOR THE SALE OF ANY OF THE BONDS SHALL IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION FOR THE BONDS BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS OFFERED HEREBY AT A LEVEL, ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITERS MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND CERTAIN DEALER BANKS AND BANKS ACTING AS AGENTS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICES STATED. TABLE OF CONTENTS Introduction..........................e....................e..e..... Authorization.... Security for the Bonde.............................................. Description of the Bonds ............................................ Sources and Uses of Funds.............e....e.e......e........e.ee.ee The Project................ee.......e.e..........ee.....e.e....e.e.. The Lease...ee......e..e....ee...ee.• ............................... The Resolution.... Ratings............................................................. Litigation.......................................................... Legal Matters....•........••...••...••...ee...ee.ee..........e.e...• Tax Matters................•e...••e.••......e..e..e......e..e►.....• Underwriting.e.......................e..e...................e....e.. Approval of Offering Circular..........e...ee.....e.e..e..........e. Appendices A. Form of Opinion of Counsel for the Government B. Form of Opinion of Bond Counsel and Co —Bond Counsel —3- 4 -------------------------------------------- Page 5 5 6 6 12 12 13 15 19 19 19 20 20 21 ETA S i 89--62'7. -:r EI 4�1 (This page intentionally left blank] -4- y y a E 4 �7- ornave Cadot" $3060001,000 The City 6f N-LMA I Florida S.65Z gegtal jgvewe Sonde Settee 1968 WWWCTIOS This Offering circular* including the cover page and the appendices to furnish information in connection with the attached hereto, is provided issuance by The City Of Miami, Florida (the "City") of its $30sOOO*000 aggre- ate principal amount of Rental Revenue Bonds, Series 1988 (the "Bonds") to be 9 , 10464 of the City enacted on July 11i 19881 issued pursuant to ordinance No on June 7s 1989 as -supplemented by Resolution No, 89-541 of the City adopted (collectively, the "Resolution"). The Bonds are being issued to finance a Portion of the costs Of 1,6 acres of real estate in City (the "Project acquiring approximately Pro250,000 'square foot office uilding (the Site") and constructing thereon a Site, the "Project")bto be leased "Building" and,, together with the ject ral United States ofthe acting through tbe;Cene from the city by the agency of the United States of America (the Services Administration# an agen Agreement between the City and the Govern - "Government"), pursuant to a Lease Amendment No. 19 dated June 23, ment, dated October 22* 19870 as amended by Approval, to be dated June 289 1989, and as supplemented by a Consent and ly,, the "Lease")., The u ­&" the City and the, Government (collective 14 ed interest on the 1989,1#0 will be applied to Pay c90-60 he Bonds a proceeds of t of issuance of the Bonds. see "The Project,," '!Sources' Bonds and to pay costs and Uses Of Funds" and "The Lease-" AVMRIZMON 14 AutborizatiOu of the City ..�- The Bonds will be issued by the City under and -pursuant totheChar stent with nd not repeaed ter of the city, but only to the extent not inconsi 166.021, Florida Statutes; theaConstitutiOn'lOf by the provisions Of Section Chapter 159,provisions,FloridaOf the State of Florida; to the extent applicable, Part VIIvlicable Statutes; Chapter 166, Florida Statutes; and other app law. to a final judgment of the Circuit e validated pursuant on The Bonds were y. Florida* Court of the Eleventh Judicial Circuit in and for Dade Count the appeal November 1, 1988- No appeal was filed rprior to the expiration Of period for that judgment. .ON Auth6risttioa of the Owbrumout Pursuant to Public Law 99-S91, adopted October 10, 1986, the Govern- oent was authotited "to acquire a building not to exceed 1506000 sqe ft., constructed or acquired by or on behalf of the State of Florida or a political subdivision thereof, by lease not to exceed 30 years, in Miami, Ploridae" On the basis of that authority, the Goverment has entered into the Lease with the City, under which the City, as lessor, will acquire and construct the Project and lease the Project to the Government, as lessee, for use as office spate for a term of 30 years, and the Government will agree to make payments of Annual Rental (as hereinafter defined; see "The Lease —Annual Rental; Additional Rent")e Ia the opinion of Regional Counsel for the General Services /l+aisie- tration, as counsel for the Government, the obligation of the Government to crake payments of Annual Rental under the Lease is an absolute and uncondi- tional general obligation of the United States, for which the full faith and credit of the United States are pledged. A copy of that opinion is attached to this Offering Circular as Appendix A. The General Services Administration, which is acting on behalf of the Government under the Lease, originally was established in 1949 to assume cen- tral responsibility for procurement and management of property, supplies and common services for the federal government. Currently, the General Services Administration manages the Government's largest civilian real estate portfolio of some 6,800 owned, leased and historic buildings across the country. The General Services Administration's activities as property manager, developer and owner focus on site selection and acquisition, planning and preparing buildings for occupancy and ensuring that buildings are maintained, protected and operated efficiently. SECURITY FOR TUR BONDS Pledged Revenues The Government has approved the issuance of the Bonds tofinancethe costs of the Project and has agreed to make payments of Annual Rental and Additional Rent (as hereinafter defined; see "The Lease Annual Rental; Additional Rent") pursuant to the Lease. Annual Rental will be paid monthly, commencing January 1, 1992; provided that, at the Government's option, the Government may commence payment of Annual Rental prior to such date. Annual Rental will be paid in substantially equal installments (subject to adjustment to reflect investment earnings) over the remaining term of the Lease. The Lease will terminate (unless extended at the Government's option) thirty years after the Government takes occupancy of the Building. Annual Rental has been calculated to provide sufficient funds to pay, when due, principal of and interest on the Bonds and on any Additional Bonds (as hereinafter defined; see "Security for the Bonds --Additional Bonds") which subsequently may be issued = by the City. Payments of Annual Rental will be made to NCNB National Bank of Florida, Tampa, Florida, as Trustee (the "Trustee"), pursuant to the Resolution to make the payment of the principal of and interest on the Bonds -6- 8 - 627 w with t the ��yelerlts utal s W �Anftogdi_ as a�racuea and on any Additional Bonds (as hereinafter defined; see "Security for the Bobdo—Additional Bonds") which subsequently may be issued by the City. To secure the payment of principal of and interest on the Bonds, the City has irrevocably pledged the rental and other usage revenues (including Annual Rental), purchase funds or other moneys derived by the City under the base, other than Additional Rentals, and all funds held in trust by the City under the Resolution for the benefit of the holders of the Bonds (and on a parity basis for the benefit of the holders of any Additional Bonds), and all earnings and investment income derived from the investment thereof (collectively, the "Pledged Revenues")+ Merest on the Bonds has been fully capitalized from the proceeds of the Bonds through July i, 1992. Under the terse of the Lease, the Cmeromeat Is required to cossence payment of Annual Rental (and of Additional Rental, if any) on or prior to January 11, 1992, wbether or not the Government has takes occupancy of the Building. Fall Faith and Credit Obligation of the United States In the opinion of Regional Counsel for the General Services Adminis- tration, as counsel for the Government, the obligation of the Government to make payments of Annual Rental under the Lease is an absolute and uncondi- tional general obligation of the United States, for which the full faith and credit of the united States are pledged. A copy of that opinion to attached to this Offering Circular as Appendix A. Additional Bonds Under the terms of the Resolution, additional parity bonds ("Addi- tional Bonds") may be issued to finance the cost of completing the Project. Among other conditions to the issuance of Additional Bonds, the Government must execute a supplement or amendment to the Lease approving and consenting to the issuance of such Additional Bonds and agreeing to pay additional rental paymente'under the Lease in amounts sufficient to pay all of the principal of, interest on and redemption premium, if any, with respect to the Additional Bonds. The Additional Bonds will be secured on a parity basis under the Resolution by the Pledged Revenues. See "The Resolution --Issuance of Additional Bonds." Net proceeds from the sale of the Bonds are not expected to be suf- ficient to finance all of the costs of the Project. As a consequence, the City expects to issue Additional Bonds or obtain alternate financing to accom- plish the completion of the Project. The City has authorized the issuance of Additional Bonds under the Resolution in an amount not to exceed $32 million. -7- �}. ' ( RF �yW9 1 f" kta.U� - �AS� _.�tl/..�11E �-��._._ _�.. .�... a =. _ _ _ _ _ "�....5�•_ _ r 4 meted Obligations of the City the Sonds ate not a general debt, liability or obl%gatioa of the 'City or the State of Florids or political subdivision the ►f, set a Fledge of the•faith and credit of the City of of the state of Florida or any political subdivision thereof j, but will be payable solely from the Pled$ed gerr66des. See "The tease." The issuance of the Bonds will not directly or indirectly or contingently obligate the City to levy of to pledge iron; fors of "Istion .' wisatsoeer therefor. The Bonds will not constitute Is Charge, lien or encumbrance upon any property of the City or any fund or account of the City, other then the funds established under the Resolutions DRSCUPTI0N OF M BONDS general The Bonds will be dated July 1, 1989 and will bear interest, payable on January 1, 1990 and semi-annually thereafter on each January 1 and July 1, at the rate, and will mature on the Aste, all as set forth on the cover page of this Offering Circular. The Bonds will be issued as fully registered bonds and initially will be registered to The Depository Trust Company,, New York, New York ("DWI) or to its nominee (the "DTC Nominee"), initially Cede & Co. Individual purchases of interests in the Bonds will be made in book -entry form only, in. -the prin- cipal amount of $5,000 or any integral multiple thereof. Purchasers of Bonds ("Beneficial Owners") will not receive physical delivery of bond certificates. Transfers of ownership interests in the Bonds will'be effected through a book - entry system as described below. _ The Bonds will be issued as fully registered bonds in the denomina- tion of $5,000 or integral multiples thereof. Interest on the Bonds will be payable by check or draft mailed to the registered owners of the Bonds at 5 their addresses as they appear on the registration books maintained by NCNB National Bank of Florida, Tampa, Florida, as registrar and paging agent for the Bonds (the "Registrar and Paying Agent"), at the close of business on.the fifteenth day (whether or not a business day) of the month next preceding an interest payment date (the "Record Date"), irrespective of any transfer or exchange of any Bond subsequent to such Record Date'and prior to such interest payment.date, unless the City is in default in the payment of interest due on such interest payment date. In the event of any such default, such defaulted interest will be payable to the persons in whose names the Bonds are regis- tered at the close of business on a special record date for the payment of such defaulted interest established by notice mailed by the City to the regis- tered owners of the Bonds not less than 15 days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth day (whether or not a busi- ness day) preceding the date of mailing of such notice. The principal of the Bonds is payable upon presentation and surrender of the Bonds at the principal corporate trust office of the Registrar. -8- �y x 89-627 payable July 1, ter page t -prin- of Bonds tfieates. i a book- 06 r tads will be s of.tbe:.Sonde at 41ntai"d by NCNB aytig =agent for fbut3ness on :the next';preceding an f Aay�,t�ransfer or ,4t*` AU,ch interest f tterest-'due on t,tstch :defaulted "Y&rads "area regis- or;te payment of to the regis- �ch special record ttmes the Bonds are per or not'a busi- i. principal of the Cat the principal 89-62'if While held in book -entry form, all payments of principal and interest vill be made to DTC or the DTC Nominee as the sole owner of the Bands and payaents to Beneficial Ofters grill be the responsibility of DTC and the VTC part elpantt described below. 36ok"atry Only System DTC. The Bonds initially will be issued only as one fully registered bond in the name of DTC or the DTC Nominee as registered owner of all of the Goads. The Bonds will be retained and immobilized in the custody of DTC.* So long as DTC is acting as securities depository for the Bonds, a book -entry system will be employed, evidencing the interests of Beneficial Owners of the Bonds in principal amounts of $5,000 or integral multiples thereof, with transfers of such ownership effected on the records of DTC and its Participants (the "DTC Participants"). Transfer or crediting of the applicable principal or interest payments to the DTC Participants will be the responsibility of DTC, and such transfer or crediting to Beneficial Owners or their• nominees will be the responsibility of the DTC Participants. 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 provision of Section 17A of the Securities Exchange Act of 1934, as amended. DTC holds securities and facilitates the clearance and settlement of securities transactions 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. DTC Participants are to be credited in the records of DTC with the amount of such DTC Participants' interests in the Bonds. Beneficial ownership interests in the Bonds in the amount of $5,000 or any integral multiple there- of may be purchased by or through DTC Participants. The Beneficial Owner will not receive a certificate representing its beneficial ownership interest. The ownership interest of each Beneficial Owner is to be recorded through the records of the DTC Participant from which such Beneficial Owner purchased its �-- Bonds. Transfers of ownership interests in the Bonds are to be accomplished by book entries made by DTC and, in turn, by DTC Participants acting on behalf of Beneficial Owners. It is anticipated that each Beneficial Owner will a receive a written confirmation of the ownership interests acquired by such Beneficial Owner in the Bonds. w; ,rt s; ■ s -9- 89--62` , t r' i f p 3 !; t f �Si ', , _� .. : '- .. Y h i�iY pwF � �.ii Fi,�.�A~•3' J - f g0 long as DTC or the DTC Nominee is the registered owner of the bonds* the Trustee will be,required to treat DTC as the only Holder of the Bonds for all purposes under the Resolution, including receipt of all prin- cipal of and interest on the Bonds$ receipt of notices, voting and requesting or directing the Trustee to take or not to take, or consenting to, certain actions under the Resolution, Beneficial Owners may desire to take artratnge- taenta with a DTC Participant go that all notices of redemption or other communications to DTC, which affect such Beneficial owners, and notification of all interest paymenta, will be forwarded in writing by the DTC Participant. Payments of principal of and interest on the bonds will be paid by the Trustee directly to DTC or the DTC Nominee. DTC is to remit such payments to DTC Participants and such payments thereafter are to be paid by DTC Participants to the Beneficial Owners. No assurance cats be given by the City that DTC and DTC Participants will make prompt transfer of payment to Beneficial Owners. The City is not responsible or liable for payment by DTC or DTC Participants, for sending transaction statements or for maintaining, supervising or reviewing records maintained by DTC or DTC Participants. For every transfer and exchange of the Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other charge that may be imposed in relation thereto. The City and the Trustee do not have any responsibility or obligation to the DTC Participants or the Beneficial Owners with respect to: (a) the accuracy of any records maintained by DTC or any DTC Participant; (b) the payment by DTC or any DTC Participant of any amount due to any Beneficial Owner in respect of the principal of and interest on the Bonds; (c) the delivery or timeliness of delivery by DTC or any DTC Participant of any notice to any Beneficial Owner which is required or permitted under the terms of the Resolution to be given to owners of the Bonds; (d) the selection of the Beneficial Owners to receive payment in the event of any partial redemption of the Bonds; or (e) any consent given or other action taken by DTC or the DTC Nominee, as owner of the Bonds. In the event that (a) DTC determines not to continue to act as securities depository for the Bonds or (b) the City determines to cease use of DTC as a securities depository for the Bonds, the City will discontinue the book entry system with DTC. If the City fails to identify another qualified securities depository to replace DTC, the Trustee will authenticate and deliver Bonds in the form of fully registered certificates, and registration of transfer of the Bonds will be permitted as described in the Resolution. -10- r 89---62`i tiatnry reties The bonds are subject to mandatory sinking fund redemption, in part, by lot in Ruth sanner as the trustee determines, at a redemption price equal to 1001 of the printipal Amount thereof on .duly 1 in each of the years and in the principal amounts set forth below from amounts deposited in the Sinking fund. *Payment -at maturity. Money on deposit in the Sinking Fund may be applied to the purchase of Bonds. Such purchases may not be made at prices greater than the principal amount thereof, plus accrued interest to the date of purchase... A purchase may result in a reduction of the amount of Bonds redeemed from the Sinking Fund payments. Notice of Redemption During the period that DTC or the DTC Nominee is the'reglatered`osner of the Bonds, _the Trustee will not be -responsible for mailing redemption notices to the Beneficial Owners of the Bonds. See "Description of the Bonds —Book -Entry only System^. Notice of redemption of the Bonds will be sent not less than 30 days and not more than 60 days prior to the redemption date to the registered owner of such Bond at such owner's address as it appears on the registration books or at such address as may have been filed with the Trustee for -that purpose. Failure to give notice to any Bondholder, or any defect therein, will"not affect the validity of the proceedings for the redemption of any Bond or -por- tion thereof with respect to which no such failure has occurred. Effect of Redemption On the date designated for redemption, notice having been mailed and moneys for payment of the redemption price being held by the Paying Agent, in trust for the holders of the Bonds or portions thereof to be redeemed, all as i 35' v, + 1 4 u lit k ; .,y. 9t �Y��,{`^�✓`� -- _.--_ now ,f;;t . s:c:-:H4tbt'Y•n _wii4E'k'�FGea LL <'�nu°i.3i n+' provided in the $eaolution, such Bonds and portions of Sonde will not be deemed to be outstanding under the provisions of the Sesolution and will cease to be entitled t,6 any lien, benefit or security under the Resolution, except to receive papef►t of the tedeaption price thereof and to receive Bonds for F untedeamd portloft of the Bonds. BMW Am Una 8F FUMA The following table sets forth sources and uses of funds (exclusive of accrued intereat)t Sources: Uses: Proceeds of the Bonds .................... $3060009000 Interest income during construction (1).6 4,2390110 Accrued interest ......................... 115,334 Total Sources ......................... $34.354.444 Acquisition and construction of the project*********** $26,095,444 Capitalised interest (2)................. 79785,000 Underwriters' discount ................... 3240000 Costs of issuance (3).................... 150,000 Total Uses ............................. $34.354.444 (1) Assumes investment of proceeds of the Bonds deposited in the Construction Fund at an average annual rate of approximately 8.00% for the acquisition and construction period for the Project. (2) Assumes an acquisition and construction period for the Project of 36 months, ending on July 1, 1992. (3) Includes financing, legal and certain other issuance expenses. THE PROJECT The Project consists of the acquisition of the Project Site, com- prising approximately 1.6 acres of real estate at a location in the City approved by the Government, and the construction and development thereon of the Building, which will be an office building of approximately 250,000 square feet for use by the Government as office space for the staff of the United States Attorney's Office and certain other federal agencies. Pursuant to the Lease, the City and the Government have agreed upon a three -step approach with respect to the Project consisting of the obtaining of financing for the Project, which will be accomplished, in part, by the -12- J [ - 89--627 �.. -1 S0950444 0785t000 324,000 a Issuance Of the bOndej the acquisition of a suitable site for the Project and the procurement of development of the site, in each event subject to approval by the Govettimeht* A portion of the Project Site is expected to be acquired by the City shortly after delivery of the Bonds, with the completion of the acquisition of the Project Site expected to occur on or before September 10# 1989. WE Development of the Project, including construction of the Building, is expected to occur by means of a turnkey development contract utilizing the Cityto procurement process whenever applicable. The City will obtain the approval of the Government prior to implementation of any procurement methods, AcCePtance Of any construction documents or commencement of construction of the Building* The City expects to enter into a development contract by early 1990, with completion of the Building scheduled to occur IS months later* anticipated to be no later than aid-19910 The City may appoint the Central Services Administration to serve to the City*a agent in connection with the J- development and construction of the Building. The net proceeds from the sale of the Bonds are not expected to be sufficient to finance all of the costs of the Project. As a consequence, the City expects to Issue Additional Bonds or obtain alternate financing to accom- plish the completion of the Project. See "Security for the Bonds— Additional Bonds." THE LEASE The following is a summary of certain provisions of the Lease. This summary is not a complete recital of the terms of the Lease and reference should be made to the Lease for its complete terms and provisions. Words and terms used in this summary and not defined herein or elsewhere in this Offering Circular have the same meaning as in the Lease, Lease of the Project; Term The Government and the City have entered into the Lease to provide for the acquisition by the City of the Project Site, the construction and development by the City of the Building and the lease of the same by the City to the Government on the terms specified therein. The initial term of the Lease will be for 30 years, commencing on the date on which the City'has issued a Certificate of Occupancy with respect to the Building and ,the — Government has approved the substantially completed construction of the Building. Following the initial term of the Lease, the Government will have two options to renew the Lease, each such option being for a term of 20 years, during which terms the Government will be liable only for the payment of Addi- tional Rent. Annual Rental; Additional Rent The Government has agreed to pay Annual Rental in equal monthly installments in arrears over the term of the Lease in an amount sufficient to reimburse the City for all costs and expenses incurred by the City in connection with the Project (provided such costs and expenses have been -13- approved by the Government) and to enable the City to pay principal of, and Interest and any premium on" the Bonds and any Additional Bonds and all other amounts and obligations approved by the Government and incurred by the City in connection with the Project. The Government will remain liable tot the payment to the City of any deficiency between the debt service of the Bonds and the Annual Rental. The obligation of the Government to pay Annual Rental will commence on .January 1, 1992, or on such earlier date as the Government may elect at its option, whether or not the Government has taken occupancy of the Building. The Government has agreed further to pair additional rental payments ("Additional Rent") in equal monthly installments in arrears over the term of the Lease in an amount sufficient to reimburse the City for any other costs and expenses approved by the Government and incurred by the City in connection with the Project, including the payment by the City of premiums for insurance required to be maintained under the Lease. Defaults and Remedies The following events will be defaults by the Government under the Lease: 1. Failure of the Government to pay any Annual Rentals, Additional Rent or taxes or any other payments of money as provided or required in the Lease when due and the continuance of such failure for a period of 60 days. 2. Failure of the Government to perform any of the other covenants, conditions and agreements which are to be performed by the Government under the Lease, and the continuance of such failure for a period of 60 days after notice thereof in writing from the City. In the event of a Government default, the Government is required to reimburse the City for all approved expenditures made by the City with respect to the Project and assume the obligations of the City under the Bonds and under any other debt obligations of the City issued in connection with the Project. The City thereupon will transfer title to the Project to the Government. A default by the City will occur as a result of a material noncom- pliance or breach by the City of the covenants, conditions and agreements of the Lease; provided that such event will not be a City default unless the City fails to cure such default for a period of 90 days after notice thereof in writing from the Government. In the event that the default cannot be cured within 90 days and the City has acted within such 90-day period in commencing a cure and thereafter actively continues diligently to prosecute all actions necessary to cure such defaults, such failure to cure will not be a City default. In the event that the Lease, the Government's sole terminate the Lease, reimburse obligations of the City under obligations of the City. The Project to the Government. City is in default under the terms of the and exclusive remedy will be the right to the City as provided above and assume the the Bonds and under any such other debt City thereupon will transfer title to the -14- 89--62'7 r� 895, k }, i t 3 3 � _ r h ° 0"o-tfi $t optt6ft t6 Pnrcuse The Government will have the right utdet the Lease to purchase the Project At any tite, to assume the outstanding indebtedness of the City under the Botidt or otherwise incurred with tespeet to the Project and to reimburse the City for all outstanding unamortised expenses incurred by the City in cotnection with the Project. TUB RESOLUTION The following is a summary of certain provisions of the Resolution* This summary is not a complete recital of the terms of the Resolution AM reference should be made to the Resolution for its complete terms and provi- sions. `Words and terms used in this summary and not defined herein or else- where in this Offering Circular have the same meaning as in the Resolution. - Punds Created under the Resolution ` The Resolution establishes as trust funds with the Trustee the Con- struction Fundy the Revenue Fund, the Reserve Fund and the Sinking Fund. Construction Fund. A portion of the net proceeds of the Bonds will be deposited into the Construction fund to pay costs of issuance of the Bonds, - to pay capitalized interest on the Bonds and to pay costs related to the acquisition, construction and development of the Project and purposes incidental thereto. No payments may be made from the Construction Fund (other than for costs of issuance and capitalized interest on the Bonds) except put- suant to a requisition filed by the City with the Trustee, approved by an - authorized representative of the Government. Any funds on deposit in the Construction Fund that, in the opinion of - the City, are not immediately necessary for expenditure may be invested and = reinvested by the Trustee, at the written direction of the City with the approval of the Government, in such investment obligations as are permitted by the laws of the State of Florida and the City for the investment of funds of the City which mature or are redeemable at not less than cost and not later' ` than the dates on which such funds are expected to be needed; provided, how- t ever, that the amounts deposited in the Construction Fund for the payment of V. capitalized interest on the Bonds may only be invested in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America ("Governmental Obligations").All income derived from investment of Funds in the Construction Fund will be deposited therein and used to pay costs associated with the completion of the Project. Upon completion of the Project, all funds remaining in the Construe- tion Fund will be deposited, in accordance with the Resolution, into the Revenue Fund or used for any lawful purpose directed in by the City and approved in writing by the Government, provided that an opinion is received from Bond Counsel that such use is lawful. -15- 89--62'7, Revenue Fund. The City will pay, or cause to be paid, directly to the Trustee for deposit into the Revenue Fund all of the Pledged Revenues as soon as received. Moneys on deposit in the Revenue Fund and the Sinking Fund will secure on a parity basis the Bonds and any Additional Bonds. The Trustee is tsquited to withdraw from the Revenue Fund and deposit to the Sinking Fund at such times and In such amounts sufficient moneys to timely pay interest on the Bonds as the same become due and principal of the Bonds (including amortization installments in connection with mandatory redemption of Bonds prior to the maturity thereof) as the same become due. Sinking Fund. Funds in the Sinking Fund will be used only to pay interest on the Bonds when due and to pay the principal of maturing Bonds (including amortization installments in connection with mandatory redemption of Bonds prior to the maturity thereof). Reserve Fund. The Resolution creates a Reserve Fund, with any funds to be deposited therein to be used to pay the principal of and interest on the Bonds and any Additional Bonds issued under the Resolution.- In accordance f Investment of Funds. Moneys held for the credit of the Revenue Fund or the Sinking Fund will be invested and reinvested only in Governmental Obligations. Such investments must mature or be redeemable at not less than cost and not later than the respective dates, as estimated by the City, that the moneys held for the credit of said Funds will be needed for the purposes of such Funds. Obligations so purchased as investments of moneys in each such Fund will be deemed at all times to be a part of such Fund. All income and profits on investments of funds in the Revenue Fund and the Sinking Fund (i) will be deposited into the Construction Fund, until funds on deposit therein are sufficient to complete the Project or the Project is completed, and (ii) thereafter will be deposited in the Revenue Fund and withdrawn therefrom and deposited to the Sinking Fund and used and applied to pay first interest and then principal coming due with respect to the Bonds. Worcesent of Lease The City will diligently enforce the Lease, including, without limitation, its right to receive the Annual Rental and Additional Rentals thereunder. The City will comply with its obligations under the Lease and will not take any action which will impair or adversely affect its right to receive Annual Rental and Additional Rentals thereunder as pledged under the Resolution in amounts sufficient to pay the principal of and interest on the Bonds, or impair or adversely affect in any manner the pledge of the Pledged Revenues made under the Resolution or the rights of the Bondholders. Remedies The Trustee or any Bondholder may sue to protect and enforce any and all rights, including the right to the appointment of a receiver, existing under the laws of the State of Florida or the United States of America, or -16- 89--62 a granted and contained in the Resolution, and to enforce and compel the petfot "bee of all duties requited by the Resolution or by any applicable laws to be petformed by the City or by any officer thereof, and the collection of all other funds pledged thereby, and may take all steps to enforce and collect such liens, funds and other charges as become delinquent to the full extent permitted or authorized by the laws of the State of Florida or the united States of America. Ismonte of Additional Bonds Additional Bonds, payable on a parity from the pledged Revenues with the Bonds, may be issued and delivered only if: (1) There is executed and filed with the governing body of the City a supplement or amendment to the Lease pursuant to which the Government approves and consents to the issuance of such Additional Bonds and agrees to pay additional rental payments under the Lease in 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 has been delivered by the Government to the City an opinion of legal counsel regarding the legality and enforceability of such supplement or amendment and such other matters as the City reasonably requests. (2) Each ordinance, resolution or other enabling instrument autho- rizing the issuance of Additional Bonds will recite that all of the covenants contained in the Resolution will be applicable to such Additional Bonds. (3) The City is not in default in performing any of the covenants and obligations assumed under the Resolution or under the Lease; the Govern- ment is not in default in performing any of its covenants and obligations under the Lease; and all payments required by the Resolution to have been made into the accounts and funds, as provided thereunder, have been made to the full extent required. The City has authorized the issuance of Additional Bonds to complete the Project in an aggregate principal amount not to exceed $32,000,000. Such Additional Bonds may be issued only upon compliance by the City and the ;:. Government with the requirements described above. See "Security for the r' Bonds --Additional Bonds." The Trustee The Trustee will not be required to take notice, or be deemed to have notice, of any default under the Resolution other than a default in pay- ment, 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 10% in aggregate principal amount of the Bonds and any Additional Bonds then outstanding. The Trustee will be under no obligation to take any action in respect of any default or toward the enforcement of any of the trusts created by the 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 holders of at least 10% in aggregate principal amount of the Bonds Y �i- j � �v rF�3a 3.� 4:�' . era • -', ... e.. ... { .. ._ •. . a ;� ... ... .. - t� E` € - � '�� - and any Additional Bonds then outstanding, such action may tend to involve the Trustee furnished, frot tine to t1fte as often as reasonable security and indemnity satisfactory : 7 and if in the Trustee's opinion in expense or liability* unless the Trustee may require, with to the Trustee6 The Trustee may resign and thereby become discharged from the trusts and duties created by the Resolution, by giving 60 days prior written notice to the City and the Government and by giving written notice to the Bondholders not less than 60 days before such resignation is to take effect; provided, however, that such resignation will take effect immediately upon the appoint- went of a new Trustee, if such new Trustee is appointed before the time limited by such notice and accept the trusts and duties of the Resolution; and provided, further, that no resignation will become effective unless and until a new Trustee has been appointed6 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 and any Additional Bonds then outstanding, appointing a successor Trustee. The Trustee may not be so removed unless and until a successor Trustee has been appointed and has accepted such appointment in accordance with the Resolution. Any successor Trustee appointed pursuant to the Resolution must 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 $50,000,0000 if such a bank or.trust company, willing and able to accept the trust on reasonable or customary terms can, with reasonable effort, can be located. Modification or Asendoment After issuance of the Bonds, no modification or amendment of the Resolution, or of any supplemental or amending ordinance or resolution, materially adverse to the Bondholders may be made without the consent in writing of Bondholders of two-thirds or more in principal amount of the Bonds and any Additional Bonds then outstanding, but no modification or amendment may permit a change (a) in the maturity of the Bonds or such Additional 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 City to collect and hold the Pledged Revenues, as provided in the Resolution, or provide for the payment of such revenues as provided in the Resolution or (c) that would reduce such percentage of holders of the Bonds and Additional Bonds required for such modifications or amendments, without the consent of all of the Bondholders of Bonds and Additional Bonds then outstanding. Defeasance If, at any time, the City has paid, or has made provision for the payment of, the principal, interest and redemption premiums, if any, with respect to the Bonds or any Additional 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 -18- 89--627 4. 2 F Z r t } such Bonds and Additional Bonds, and all other liens created by the Resolution in favoh of such Bondholders, no longer will be in effect with respect to such goads and Additional Bonds; Under the Resolution and the Leases for putposea of the preceding sentence, the deposit of cash or Governmental Obligations in irrevocable trust with the Trustee or a banking institution or trust company, for the sole benefit of such bondholders, in an aggregate principal amount (Including moneys then in the Funds cheated under the Resolution and available to be applied for such purposes) which, together with interest to accrue thereon, will be sufficient to make timely payment of the principal, interest, t and redemption premiums, if any, on such Bonds and Additional Bonds under the Resolution and the Lease, will be considered "provision for payment" if the same has been verified as sufficient for such purposes it a written report by ,. a nationally recognized independent certified public accounting firm and if Provision* satisfactory to the Paying Agent, has been made with respect to all Paying :. Agent fees and expenses related to such Bonds and Additional Bonds, RATINGS The Bonds have received the ratings of "Asa" and "AAA'", respectively, from Moody's Investors Service and Standard & Poor's Corporation. Certain information and materials not included in this Official Statement were furnished to the rating agencies. Generally, rating agencies base their ratings on the information and materials so furnished and on Investigations, r studies and assumptions b the y rating agencies. Such ratings reflect only the views of such rating agencies, and an explanation of the respective signifi- cance of such ratings may be obtained from the rating agencies. 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 or both of such rating agencies, if in their respective judgments circumstances so warrant. A revision or withdrawal of any such rating may have an adverse effect on the market price of the Bonds. LITIG&TION There is not now pending or threatened against the City or the - Government any litigation restraining or enjoining the issuance or delivery of the Bonds, the payment or collection of the Annual Rental under the Lease or the pledge of the Pledged Revenues under the Resolution to pay the principal of or the interest on the Bonds, or questioning the proceedings or authoriza- tion under which the Bonds are to be issued, or affecting the validity or enforceability of the Bonds, the Resolution or the Lease. _ LEG&L MATTERS - Certain legal matters incident to the validity of the Bonds and the issuance thereof by the City are subject to the approval of Holland b Knight, Miami, Florida, Bond Counsel, and Barnes, Darby A McGhee, Miami, Florida, Co - Bond Counsel, whose approving opinion (in the form attached hereto as Appendix B) will be available at the time of delivery of the Bonds. Certain legal matters will be passed on for the City by Jorge L. Fernandez, City Attorney, E -19- 8a-627 I � of a £q a Y it lg ibia1'°�_ 0 for the Government by Alphonse R. Dattolo, Regional Counsel for the General Services Adminiettation, and for the ,Underwriters by their co -counsel, Squire, Sanders & Dempsey, and Greenbetg, Ttaurig, Hoffman, Lipoff, Rosen & quentel, p:A., Miami$ Florida. Bond Counsel and Co -Bond Counsel have not undertaken independently to verify and therefore express no opinion as to the accuracy, completeness, fairness or sufficiency of any of the information or statements contained in this Offering Circular, or any exhibits, schedules or attachments hereto, except the portions hereof captioned "Description of the Bonds," "Authorisa- tion," "Security for the Bonds," "The Lease" and "The Resolution," to the extent that such sections purport to summarize portions of the Bonds, the Resolution or the Lease, and the section captioned "Tax Matters,; to the extent that it purports to describe certain federal income tax and Florida intangible personal property tax consequences of ownership of the Bonds. No opinion is expressed by Bond Counsel or Co -Bond Counsel as to any financial or statistical information or data included in any of such sections. TAX HATTSBS In the opinion of Holland & Knight, Bond Counsel, and Barnes, Darby & McGhee, Co -Bond Counsel, under existing statutes and regulations, interest on the Bonds is includable in the gross income of the owners thereof for federal income tax purposes pursuant to the Internal Revenue Code of 19860 as amended, and under existing law the Bonds are exempt from all present intangible per- sonal property taxes imposed by the State of Florida. Owners of the Bonds should consult their own tax advisors with respect to the tax consequences of their owning the Bonds. UNDERMTING The Bonds are being purchased by Morgan Stanley & Co. Incorporated, PaineWebber Incorporated, Goldman, Sachs & Co., AIBC Investment Services Corp., M.R. Beal & Company, Carmona Ferrand Montes Securities Corporation, Grigsby Brandford Powell Inc., Guzman & Company and WR Lazard & Laidlaw Incorporated (collectively, the "Underwriters"), for whom Morgan Stanley & Co. z Incorporated is acting as Representative, at a purchase price of $29 676,000 plus accrued interest. The Bond Purchase Agreement for the Bonds, among the Underwriters, the City and the Government, provides that the Underwriters will purchase all of the Bonds if any are purchased, with the obligation to make such purchase being subject to certain terms and conditions set forth in such Bond Purchase Agreement, to the approval of certain legal matters by counsel — and to certain other conditions. The initial public offering prices may be changed from time to time by the Underwriters. The Underwriters may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and certain dealer banks and banks acting as agents at prices lower than the public offering prices stated on the cover page hereof. } -20- 89""6 7 T J f: } 89,�-0,6 { s?# t mtit: OPOVAL OF OPPMOO CIi LL The references, excerpts and summaries of all documents referred to heteifi do not purport to be complete statements of the provisions of such d6cuftnts and reference is directed to all such documents for full and coin- piste statements of all matters of fact relating to the Bonds, the security tot the payment of the Bonds and the rights and obligations of the holders .; theteof. Copies of such documents may be obtained from the City's Director of Finance at 3006 Aviation Avenue, Miami, Florida 331336 telephone number (305) 579-63500 or from its Financial Advisors, Raymond James 6 Associates, Inc., 1110 Brickell Avenue, Suite 2010 Miami, Florida, 33133-3134, telephone number (305) 381-8829 and Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163, telephone number (305) 573-1632. The information contained in this Offering Circular has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of this date, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Financial Advisors or the Underwriters. Any statement made in this Offering Circular involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circum- stances, create any implication that there has been no change in the affairs of the City since the date hereof. The execution of this Offering Circular has been duly authorized by the Commission of the City and by the United States General Services Adminis- tration on behalf of the Government. Approved: United States of America by and through the General Services Administration By: /a/ Michael E. Roper Contracting Officer -21- The City of Miami, Florida By: /a/ Xavier L. Suarez Mayor 89--627. � E! k � f t j{j � Yw•I n x a. E ryth-S r, General Sorvitet Administration, Aacgion 4 Is Spring attest Atlanta, GA 30303 8tandatd and Poor's 25 Broadway Neu York, New York June 28, 1000 Moody's Investors Services 99 Church Street 10004 New York, New York 10003 The City of -Miami, Florida 3500 Pan American Drive Miami, Plortdt: 33113 Holland & Knight 1200 Brickell Avenue Miaini, Florida 331131 Morgan Stanley & Co. Incorporated, as representatives of the Underwriters 1251 Avenue of the Americans New York, New York 10020 Barnes# Darby & McGhee 444 Brickell Avenue Suite 1000 Miami, Florida 33131 RE: The City of Miami, Florida Rental Revenue Bonds, t Series 1988 Ladies and Gentlemen: This opinion is being furnished to you in connection with the issuance and sale by The City of Miami, Florida (the .." "Issuer") of its Rental Revenue ponds, Series 1988 (the "Bonds")` to be issued in the initial aggregate principal amount of 530000,000 to finance the acquisition, construction and equipping of 'a 250,000 square -foot office building to be leased . U the United States of America from the Issuer under the terms'' cf a'Lease Agreement between the Issuer and the United States of Amer'f a acting by and through the General Services Administration (the "Gnvernment") executed on October 22, 1987, as amended by ' Amendment No. 1, executed on June 23, 1989 (the "Lease"). All capitalized terms used herein and not otherwise defined herein shall have the sane meanings as ascribed thereto under Ordinance No. 10464 of the Issuer adopted on July 21, 1988 (the "Ordinance"), Resolution No. 89-547 adopted by the Issuer on June 7, 1989 (the "Resolution"), and under the Lease. I am Regional Counsel to the United States General Services Administration ("GSA"). In that capacity, I have examined the Leaser the Ordinance, the Resolution, Public Law No. 99-591, authorizing GSA to lease an office building in Miami, Florida t . 89--627. 1 6 ng s, r t21? } f rx s h 5{r�ta 3 t d (the *Authorizing Law") and the Consent and Approval dated June 24# 1990t between the issuer and the Government (the *Consent*)# and such other documents and records as 1 have deemed necessary and relevant as a basis for the opinions set forth herein. I. GsA is duly authorized and has all requisite power to enter into► execute and deliver on behalf of the Government the Lease and the Consent and to perform its obligations under the Lease and the Consent. 3. The Authorizing Law was duly enacted by the Congress of the United States of America, has not been modified, amended or repealed since the date of this enactment and remains in full force and effect on the date hereof. The Authorizing Law fully authorized and empowered the execution and delivery by the Government of the Lease and the Consent. 3. The Lease and the Consent have each been duly <y executed and delivered by the Government and, assuming proper authorization• execution and delivery thereof by the Issuer, each is the valid, legal and binding obligation of the Government, enforceable against the Government in accordance with its terms. 4. No consent, license, approval or authorization of, exemption by, or registration with any governmental body, authority, bureau or agency (other than those that have been obtained) is required in connection with the execution, delivery and performance by the Government of the Lease or the Consent. 5. To the best of my knowledge after due inquiry, there is no pending or threatened action or proceeding before any court or any governmental authority or administrative agency which is likely, in any case or in the aggregate, to adversely affect the execution, delivery or performance by the Government of the Lease or the Consent, nor am I aware of any facts or circumstances that would give rise to any such action or proceeding. 6. The execution, delivery and performance of the Lease and the Consent by the Government will not -conflict with or constitute a breach of or a default under any statute, law, rule, regulation, determination, order, bond, indenture, note or other evidence of -indebtedness, contract, agreements lease or other instrument known by me after due inquiry to which the Government is a party or by which the Government or any of its properties is bound. s-2 8 9-62` t r 7 The QOv6th0MhtvA obligation to flake phymatt including particularly paysont of Annual Rent&l# under the Lease and the Consent is authoritod by the Auth6rizing Law and in an absolute and unconditional general obligation of the United States tar which the full faith and credit of the United States are pledged. Sincerely yours# XrONSE Rl- DhTTOLO-, trney Office of Regional Counsel A-3 city of Missiplorida pale subject to redemption prior to maturity in the manner and upon the terms and conditions set forth in the Ordinance. Pursuant to the Ordinance, the principal of, prem- ium, if any, and all interest on the Bonds shall be payable solely from and secured solely by certain rental and other usage revenues, purchase funds and certain other moneys derived by the Issuer from the Lease, certain funds held by the Trustee designated under the Ordinance and certain in- vestment income thereon, all in the manner and to the extent provided in the Ordinance (the "Pledged Revenues"). The Bonds and the obligations evidenced thereby shall not be deemed to constitute general debt, liabilities or obliga- tions 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 of any political subdivision thereof within the meaning of any constitu- tional, 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 Ordinance. The Bonds and the indebtedness evidenced thereby shall not con- stitute a lien upon the Project, 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 Ordinance. The. description of the Bonds in this opinion and other statements concerning the terms and conditions of the issuance of the Bonds do not purport to set forth -all of the terms and conditions of the Bonds or of'any other document relating.to the issuance of the Bonds, but are intended only to identify the Bonds and to describe briefly, certain fea- tures thereof. This opinion shall not be deemed or treated as an offering circular, prospectus or official statement; and is not intended in'any way to.be a disclosure document used in connection with the sale or delivery of the Bonds. In rendering the opinions set forth below, we have examined certified copies of the Ordinance 'and' the Lease. We have also examined certified copies of the proceedings_of the Issuer, validation proceedings in the Circuit Court of the Eleventh Judicial Circuit, in and for Dade County, and other information submitted to us, in each case, relative to the issuance and sale by the Issuer of the Bonds. In addi- tion to the foregoing, we have examined and relied upon the Y � u l�. 05 to City of Miami, r.,"pida page 3 0 opinion of Jorge L. Fernandez, City Attorney, the opinion of Alphonse R. Dattolo, counsel to the Government, and such other agreements, certificates, documents and opinions, in- - fficials cluding certificates and representations of public o ., and other officers and representatives of the various par- ;. ties participating in this transaction, as we have deemed 3 relevant and necessary in connection with the opinions ex- pressed below. We have not undertaken an independent audit, k.. examination, investigation or inspection of the matters { described or contained in such agreements, documents, per- tif.cates, representations and opinions, and have relied described solely on the facts, estimates and circumstances c and set forth therein. In our examination of the foregoing, we have as- in- .,. sumed the genuineness of signatures on all .documents and as origi- struments, the authenticity of documents submitted the conformity to originals of documents submitted fi4f - nals and as copies. The opinions set forth below are expressly lim- the iced to, and we opine only with respect to, the laws of tax laws of the State of Florida and the federal income x- United States of America. CY. Based upon and subject to the foregoing, we are of the opinion that: _. (i) The Ordinance constitutes a valid and in, binding obligation of the Issuer, enforceable accordance with its terms. The Bonds are valid and legally;binding solely ecial obligations of the Issuer, payable sp the Pledged Revenues,, in by ' s from and secured solely and to the extent provided, in the the manner Ordinance. The interest on nds terl$Oallocableudto9 the original issue discount pr p Y includable in the gross income holder thereof) is thereof lincome of the owners may give Other provisi ono ofdtheCode purposes. cps rise to adverse nion holders.inTheescopecofsthiisn particular Bondholde is limited to matters addressed thernfederalptax is expressed hereby regarding ion k r x 3-3 'City of ftridli "106 4 C conseVencee that MY arise due to Ownership of the Bonds - -11 present intangible person& iv) The Bonds are exempt from a by the I Property taxes imposed , i&i *4Agi State of our opinions expressed her are predicated Upon and interpretations thereof. We assume no af- present laws -espect to any change of circum" firm&tive obligation with Iaffect the opinions Set stances or law that may adversely forth herein after the date hereof• issuer legal obligations of the All opinions as to . to and limited by set forth above are subject , zation, moratorium or tcy, insolvency* reorganization, affecting the en- bankruP s in each case relating to or laws or similar laws, creditors' rights, and (b) applicable tive forcement. of 8 that may affect remedies or injunc equitable principle or other equitable relief. in relation to the is - The examina- . scope cKf our engagement suance of the Bonds has been limited solely to the to rendering the opinions ex- tion of facts and law incident engaged to confirm or pressed herein. We have not been ) the accuracy, therefore express no opinion as tc the Offering verify and or sufficiency Of other completeness, fairness'hereto or Any otherwise Circular or any exhibits or appendices t relating to the Bonds, except as offering material re the underwriters dated as of the )pinion to ngaged to and set forth in our ( ition, we have not been e I e by the date hereof. In add no Opinion as to the complianc stet - Issuer or the underwriters with any I I ale or dis- regulation or ruling with respect to the S ute, o tribution of the Bonds. sincerely yours, *4