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T-89-591 VIOL
6/7/89
RESOLUTION NO. 8.9-547
A RESOLUTION OF THE CITY OF MIAMI, FLORIDA,
SUPPLEMENTING ORDINANCE NO. 10464 OF THE
CITY; PROVIDING FOR THE ISSUANCE OF RENTAL
REVENUE BONDS OF THE CITY IN THE AGGREGATE
PRINCIPAL AMOUNT OF $30,000,000 OR SUCH LESSER
AMOUNT AS SHALL BE AUTHORIZED AS PROVIDED
HEREIN TO FINANCE THE COST OF THE ACQUISITION,
CONSTRUCTION AND DEVELOPMENT OF AN OFFICE BU-
ILDING TO BE LEASED BY THE CITY TO THE UNITED
STATES OF AMERICA BY AND THROUGH THE GENERAL
SERVICES ADMINISTRATION; PROVIDING FOR THE
PAYMENT OF SUCH BONDS FROM RENTAL REVENUES
FROM SUCH BUILDING; MAKING CERTAIN COVENANTS
AND AGREEMENTS IN CONNECTION THEREWITH; AP-
PROVING THE FORM OF CONSENT AND APPROVAL;
AUTHORIZING THE CITY MANAGER TO APPOINT A
TRUSTEE, REGISTRAR, PAYING AGENT AND AUTHENTI-
CATING AGENT; APPROVING THE FORM OF A PRELIMI-
NARY OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A FINAL OFFICIAL
STATEMENT; AUTHORIZING AND ESTABLISHING THE
CRITERIA FOR THE SALE OF SUCH BONDS TO MORGAN
STANLEY & CO. INCORPORATED, PAINEWEBBER INCOR-
PORATED, GOLDMAN, SACHS & CO., AIBC INVEST-
MENT SERVICES CORP., M. R. BEAL & COMPANY,
CARMONA FERRAND MONTES SECURITIES CORPORATION,
GRIGSBY BRANDFORD POWELL, INC., GUZMAN & CO.
AND W R LAZARD & LAIDLAW INCORPORATED, ON A
NEGOTIATED BASIS; APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A
BOND PURCHASE AGREEMENT WITH RESPECT TO SUCH
BONDS; AUTHORIZING THE ISSUANCE OF NOT EXCEED-
ING $32,000,000 IN AGGREGATE PRINCIPAL AMOUNT
OF ADDITIONAL.BONDS TO COMPLETE CONSTRUCTION
OF THE BUILDING; AUTHORIZING THE VALIDATION OF
SUCH ADDITIONAL BONDS; PROVIDING FOR AN EFFEC-
TIVE DATE; AND MAKING CERTAIN OTHER COVENANTS
AND AGREEMENTS AND PROVIDING CERTAIN OTHER
DETAILS IN CONNECTION THEREWITH.
BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI, FLORIDA, that:
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. "Act" means the Charter of the Issuer (but only to
the extent not inconsistent with and not repealed by the provi-
sions of Section 166.021, Florida Statutes); to the extent appli-
cable, Part VII, Chapter 159, Florida Statutes; Chapter 166,
Florida Statutes; the Constitution of the State of Florida; the
Bond Ordinance and other applicable provisions of law.
B. "Additional Bonds" means additional obligations is-
sued in compliance with the terms, conditions and limitations
contained herein which shall have a lien, equal with the 1988
Bonds, on the Pledged Revenues.
C. "Additional Rentals" means the Additional Rentals
paid by GSA to the Issuer under the terms of the Lease to reim-
burse the Issuer for costs and expenses incurred by the Issuer in
connection with the Building but not for the payment of debt ser-
vice on the Bonds, including, but not limited to paymeajg
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CITY COMMISSION
MEETING OF
JUN 7 1989
DN No. 897-547
reimburse the Issuer for insurance costs, annual fees of the
Trustee, Paying Agent, Authenticating Agent, and Bond Registrar.
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D. "Authenticating Agent" means the bank or trust com-
"'
pany appointed by the City Manager or Mayor in accordance with
the terms of Section 7.F hereof as Authenticating Agent, or its
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successors or assigns as Authenticating Agent hereunder with
respect to the Bonds.
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E. "Authorized Depositary" means any bank, trust com-
pany, national banking association, savings and loan association,
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savings bank or other banking association selected by the Issuer
as a depositary, which is authorized under Florida law to be a
depositary of municipal funds and which has qualified with all
applicable state and federal requirements concerning the receipt
of Issuer funds.
F. "Bond Ordinance" means Ordinance No. 10464 of the
Issuer enacted on July 21, 1988, as supplemented hereby.
G. "Bonds" means the 1988 Bonds and any Additional
Bonds.
H. "1988 Bonds" means the Issuer's Rental Revenue
Bonds, Series 1988, herein authorized to be issued, in an origi-
nal principal amount of $30,000,000 or such lesser amount as
provided herein.
I. "Bondholders" means the registered owners (or their
authorized representatives) of Bonds.
J. "Bond Purchase Agreement" means the Bond Purchase
Contract to be entered into between the Issuer and the Original
Purchaser with respect to the initial issuance of the 1988 Bonds,
substantially in the form attached hereto as Exhibit "A."
K. "Bond Registrar" means such bank or trust company
as shall be appointed by the Issuer herein to serve in such capa-
city, and any successor thereto.
L. "Bond Year" means the annual period beginning the
date of the 1988 Bonds of each year and ending on the date that
is one day less than the next anniversary of the date of the 1988
Bonds.
M. "Chief Financial Officer" means the chief financial
officer of the Issuer as defined by Section 218.403, Florida
Statutes.
N. "City Manager" means the City Manager or any
Assistant City Manager of the Issuer.
0. "Clerk" means the City Clerk or any Deputy or
Assistant City Clerk of the Issuer.
P. "Consent and Approval" means that certain consent
and approval between the City and GSA, substantially in the form
attached hereto as Exhibit "C."
Q. "Construction Fund" means the 1988 City of Miami,
Florida Rental Revenue Bonds Construction Fund created and esta-
blished pursuant to Section 17 of this Resolution.
R. "GSA" means the United States of America, acting by
and through the General Services Administration.
Issuer.
S. "Governing Body" means the City Commission of the
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T. "Governmental Obligations" means direct obligations
of, or obligations the principal of and interest on which are un-
conditionally guaranteed by, the United States of America.
U. "Issuer" means The City of Miami, Florida.
V. "Lease" means the Lease Agreement between the
Issuer and the Government entered into on October 22, 1987, as
amended by Amendment No. 1, and as supplemented by the Consent
and Approval, and as further supplemented and amended from time
to time.
W. "Mayor" means the Mayor of the Issuer or in his ab-
sence or inability to perform, the Vice Mayor of the Issuer.
X. "Original Purchaser" means 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 & Co. and W R .Lazard & Laidlaw Incorporated, as the
original purchasers of the 1988 Bonds.
Y. "Paying Agent" means the bank or trust company ap-
pointed by the City Manager or Mayor in accordance with the terms
of Section 7.F hereof as Paying Agent, or any successors desig-
nated pursuant to this Resolution.
Z. "Pledged Revenues" means the rental and other usage
revenues, purchase funds or other moneys derived by the Issuer
under the Lease, other than Additional Rentals, and all funds
held in trust by the Issuer hereunder for the benefit of the
Bondholders, and all earnings and investment income derived from
the investment thereof.
AA. "Project" means the acquisition
of certain real
property located in the City of Miami, Florida and the construc-
tion and development thereon of a building to
be leased by the
Issuer to the Government pursuant to the Lease and used to house
the staff of the United States Attorney's Office
for the Southern
fi
District of Florida located in the City of Miami,
Florida, cer-
tain offices of the United States District Court
for the Southern
District of Florida and certain other federal
law enforcement
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agencies or other federal agencies.
BB. "Reserve Fund" means the 1988
City of Miami,
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Florida Rental Revenue Bonds Reserve Fund created and established
pursuant to Section 19 of this Resolution.
CC. "Reserve Requirement" means, as of any particular
date of calculation, the maximum amount required or scheduled to
be paid by the Issuer on account of the principal of (whether due
at maturity or pursuant to a mandatory sinking fund payment) and
interest on the outstanding Bonds during the then current or any
future Bond Year.
DD. "Revenue Fund" means the 1988 City of Miami,
Florida Rental Revenue Bonds Revenue Fund created and established
pursuant to Section 19 of this Resolution.
EE. "Sinking Fund" means the 1988 City of Miami,
Florida Rental Revenue Bonds Sinking Fund created and established
pursuant to Section 19 of this Resolution.
FF. "Trustee" means the 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
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89-547
assigns hereafter appointed as Trustee in the manner provided in
this Resolution.
GG. 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 in-
cluding governments or governmental bodies.
SECTION 3. FINDINGS AND DETERMINATIONS. It is hereby
ascertained, determined and declared that:
A. The findings, determinations and declarations of
the Issuer contained in the Bond Ordinance remain true and ac-
curate as of the date hereof and are hereby ratified and
confirmed.
C.
it is in the
the Issuer
Consent and
The Lease remains in full force and effect.
In order to
best interests
supplement the
Approval.
D. The estimated
at least $30,000,000.
facilitate the issuance of the Bonds,
of the Issuer and its citizens that
Lease through the execution of the
cost of constructing the Project is
E. It is necessary and in the best interests of the
Issuer and its citizens for the Issuer to issue the 1986 Bonds to
provide funds for the acquisition and construction of the 1988
Project and that the Issuer authorize the issuance of Additional
Bonds in an aggregate principal amount not exceeding $32,000,000
to be certain that adequate funds will be available to pay the
cost of acquisition and construction of the Building.
F. The 1988 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 1988 Bonds
as the same become due.
G. In the event that Additional Bonds authorized
hereby are issued, they will also be paid from the Pledged
Revenues, on a parity with the 1988 Bonds, and the Pledged
Revenues will be at least sufficient to pay the principal of, in-
terest on and redemption premiums, if any, with respect to the
1988 Bonds and such Additional Bonds.
H. The 1988 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. 88-40313 (CA-
06) on November 1, 1988.
I. It is hereby ascertained, determined and declared
that, because of the characteristics of the 1988 Bonds, prevail-
ing and anticipated market conditions and additional savings to
be realized from an expeditious sale of the 1988 Bonds, it is in
the best interest of the Issuer to accept the offer of the
Original Purchaser to purchase the 1988 Bonds at a private nego-
tiated sale upon the terms and conditions set forth herein.
J. The Original Purchaser will provide the Issuer with
a disclosure statement containing the information required by
Section 218.385(6), Florida Statutes.
SECTION 4. CONSENT AND APPROVAL. The form of the
Consent and Approval attached hereto as Exhibit "C" is hereby ap-
proved, subject to such changes, insertions and omissions and
such filling of blanks therein as may be approved and made in
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89-547
such Consent and Approval by the officers of the Issuer executing
the same, in a manner consistent with the provisions of this
Resolution, such execution to be conclusive evidence of such
approval. The City Manager and the Clerk are hereby authorized
to execute the Consent and Approval on behalf of the Issuer.
SECTION 5. WAIVER. The Issuer and the Governing Body
hereby waive their right, granted by paragraph 7.5(c) of the
Lease, to treat as a default under, or to terminate, the Lease as
a result of a building tiermit for the Building not being obtained
by October 23, 1989.
SECTION 6. COSTS OF THE 1989 PROJECT; AWARD AND TERMS
OF THE 1989 BONDS.
A. The acquisition, construction and development of
the Project was authorized pursuant to the Bond Ordinance. The
cost of the Project shall be deemed to include, without limita-
tion, 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, constructing, developing,
financing and placing the Project in operation; (iii) all costs
of issuance of the 1988 Bonds, the cost of municipal bond in-
surance, if any, bond counsel, underwriter's and underwriters'
counsel and financial advisors' fees and expenses, printing
costs, rating agency fees, initial acceptance fees of the
Trustee, any Paying Agents, Bond Registrar, Authenticating
Agents, Authorized Depositaries and financial institutions
providing special credit facilities, if any, with respect to the
1988 Bonds; (iv) the cost of the site of the Project and any
other lands or interests therein and all of the properties deemed
necessary or convenient for the construction, development, main-
tenance and operation of 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 the
construction of the Project; (x) all federal, state and local
taxes and payments in lieu of taxes required to be paid in con-
nection with the acquisition, construction and development of the
Project, if any; (xi) all amounts required to be paid by this
Resolution or any supplemental ordinance or resolution authoriz-
ing 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 por-
tion of the cost of the Project; (xiii) interest on Bonds prior
to and during construction of any project for which Bonds are is-
sued, and for such additional periods as the Issuer may reasona-
bly determine to be necessary for the placing of such project in
operation; (xiv) the reimbursement to the Issuer of all such
costs of any project that have been advanced by the Issuer before
the delivery of Bonds issued to finance such costs; and (xv) such
other costs and expenses which shall be necessary or incidental
to the financing herein authorized and the acquisition, construc-
tion and development of the Project and the placing of same in
operation.
B. The 1988 Bonds shall be issued in an aggregate
principal amount of Thirty Million Dollars ($30,000,000) or such
lesser principal amount as shall be authorized by subsequent or-
dinance or resolution or as may be approved by the City Manager
or the Mayor and provided in the Bond Purchase Agreement.
C. The City Manager is hereby authorized and directed
to award the sale of the Bonds to the Original Purchaser pursuant
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to and in accordance with the the terms of the Bond Purchase
Agreement at an aggregate purchase price as approved by the City
Manager of not less than 98% of the original principal amount of
the 1988 Bonds (excluding original issue discounts) (the "Minimum
Purchase Price") and at a true interest cost rate ("TIC"), as ap-
proved by the City Manager not to exceed 13% (the "Maximum TIC"),
provided, however, that in no event shall the 1988 Bonds be is-
sued bearing an interest rate exceeding the maximum rate permit-
ted by applicable law.
D. The 1988 Bonds shall be dated July 1, 1989 (or such
other date as shall be approved by the City Manager or the Mayor
and provided in the Bond Purchase Agreement), shall bear interest
from such date, payable semiannually on the first day of January
and the first day of July of each year, commencing on January 1,
1990 (or such other date as shall be approved by the City Manager
or the Mayor and provided in the Bond Purchase Agreement), at the
rates and shall mature on the date (but in no event later than 30
years from the date of issuance thereof) set forth or incor-
porated by reference in the Bond Purchase Agreement or the final
Official Statement, as such rates and maturity date may be ap-
proved by the City Manager, provided that the TIC shall not ex-
ceed the Maximum TIC, unless otherwise provided by subsequent or-
dinance or resolution enacted or adopted on or prior to the
delivery of the 1988 Bonds. The 1988 Bonds shall be issued as
fully registered bonds in the denomination of $5,000 each or any
integral multiple thereof.
E. The 1988 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 1988 Bonds approved by the City Manager or esta-
blished by subsequent resolution or ordinance of the Issuer
adopted or enacted prior to the delivery of the 1988 Bonds.
SECTION 7. THIS INSTRUMENT TO CONSTITUTE CONTRACT.
Upon and in consideration of the acceptance of the 1988 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 1988 Bonds is-
sued pursuant to this Resolution shall be of equal rank, without
preference, priority or distinction over any other 1988 Bonds,
except as expressly provided herein.
SECTION 8. APPROVAL OF BOND PURCHASE AGREEMENT;
APPROVAL OF PRELIMINARY OFFICIAL STATEMENT.
A. The form of the Bond Purchase Agreement presented
by the Original Purchaser and attached hereto as Exhibit "A" is
hereby approved, subject to such changes, insertions and omis-
sions 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 provi-
sions of this Resolution, such execution to be conclusive evi-
dence of such approval. Upon receipt of a disclosure statement,
the City Manager is hereby authorized to accept the offer of the
Original Purchaser to purchase the 1988 Bonds in the aggregate
principal amount not to exceed $30,000,000, at a TIC not to ex-
ceed 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.
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B. The Issuer hereby approves the form and content of
the preliminary offering circular, preliminary offering memoran-
dum or 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 1988 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 1988 Bonds
with such changes from the Preliminary Official Statement, within
the authorizations and limitations contained herein, as the Mayor
and the City Manager, in Lheir sole discretion, may approve, such
execution to be conclusive evidence of such approval, and such
final Official Statement is hereby authorized to be used and dis-
tributed in connection with the marketing and sale of the 1988
Bonds.
SECTION 9. 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 Authenticating Agent, Paying
Agent, Bond Registrar and Trustee by an instrument or instruments
in writing and to negotiate a fee or fees to be paid for such
services.
SECTION 10. 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 advisable.
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 the 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 Original Purchaser.
B. The Mayor and the Clerk are hereby authorized and
directed on behalf of the Issuer to- execute the 1988 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 1988 Bonds in the form and manner set forth
herein to deliver the 1988 Bonds in the amounts authorized to be
issued hereunder, to the Authenticating Agent for authentication
and delivery to or upon the order of the Original Purchaser pur-
suant to the Bond Purchase Agreement, upon payment of the pur-
chase price to the Trustee and upon compliance by the Original
Purchaser with the terms of the Bond Purchase Agreement. The
City Attorney is hereby authorized to approve the form of the
1988 Bonds and to execute such 1988 Bonds to evidence such
approval.
C. The Mayor and the City Manager, or either of them
and the Clerk, and such other officers and employees of the
Issuer as may be designated by the Mayor and the City Manager, or
either of them, are each designated as agents of the Issuer in
connection with the issuance and delivery of the 1988 Bonds and
are authorized and empowered, collectively or individually, to
take all action and steps and to execute all instruments, docu-
ments and contracts on behalf of the issuer that are necessary or
desirable in connection with the execution and delivery of the
1988 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 1988 Bonds heretofore taken by the
89--54,
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Issuer of the Governing Body, including, but not limited to, the
arranging for municipal bond insurance coverage with respect to
the Bonds, 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 1988
Bonds.
SECTION 11. EXECUTION AND AUTHENTICATION OF BONDS. The
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 counter-
signed 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 persons who shall
respectively hold such offices at the time of execution, attesta-
tion 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 un-
less or until a certificate of authentication on such Bond sub-
stantially in the form set forth below shall have been duly exe-
cuted 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 12. NEGOTIABILITY AND REGISTRATION. The 1988
Bonds shall be and have all the qualities of investment securi-
ties under the Uniform Commercial Code -Investment Securities Act
of the State of Florida.
SECTION 13. BONDS MUTILATED, DESTROYED, STOLEN OR LOST.
If any Bond is mutilated, destroyed, stolen or lost, the Issuer
or its agent may, in its discretion (i) deliver a duplicate
replacement Bond, or (ii) pay a Bond which has matured or is
about to mature. A mutilated Bond shall be surrendered to and
cancelled by the Clerk or a duly authorized agent of the Issuer.
The Bondholder must furnish the Issuer or its agent proof of ow-
nership of any destroyed, stolen or lost Bond; post satisfactory
indemnity; comply with any reasonable conditions the Issuer or
its agent may prescribe; and pay the Issuer's or its agent's
reasonable expenses.
Any such duplicate bond shall constitute an original
contractual obligation on the part of the Issuer whether or not
the destroyed, 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 and
security for payment from, the funds pledged herein to the same
extent as all other Bonds.
SECTION 14. PROVISIONS FOR REDEMPTION. The 1988 Bonds
shall be subject to redemption prior to their maturity as
provided in Section 6 above. The Additional Bonds shall be sub-
ject to redemption prior to their maturity in the manner and upon
such terms and conditions as the Issuer shall prescribe by ordi-
nance or resolution enacted or adopted at or before the delivery
thereof.
8 89--547
Notice of call for redemption shall be given by deposit
in the U.S. Mail of a copy of a redemption notice, postage pre-
paid, 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 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 redemp-
tion, 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 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 sur-
render 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 published and mailed in the manner
and under the conditions hereinabove provided, the Bonds or por-
tions 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 14.
(a) Each notice of redemption shall be sent
at least 35 days before the redemption date by reg-
istered or certified mail or overnight delivery
service or telecopy to all registered securities
depositories then in the business of holding sub-
stantial 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, Pacific Securities Depository Trust
Company, San Francisco, California and Philadelphia
Depository Trust Company, Philadelphia,
Pennsylvania) and to one or more national informa-
tion services that disseminate notices of redemp-
tion of obligations such as the Bonds.
(b) Each notice of redemption shall be pub-
lished one time in the Bond Buyer of New York, New
York or, if such publication is impractical or un-
likely to reach a substantial number of the holders
of the Bonds, in some other financial newspaper or
journal which regularly carries notices of redemp-
tion of other obligations similar to the Bonds,
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89-547 .
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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 trans-
fer 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 regis-
tered owners 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 un-
redeemed balance of the principal amount of the Bond so sur-
rendered, 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
14, 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 ac-
counts 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 out-
standing 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 redemp-
tion from moneys deposited with or held by the Paying Agent
for such redemption of the Bonds and, to the extent provided
in this Section 14, to receive Bonds for any unredeemed por-
tions of the Bonds.
SECTION 15. ADDITIONAL TERMS AND FORM OF 1988
BONDS.
A. The 1988 Bonds shall be numbered consecutively
from one upward preceded by the letter "R" prefixed to the
number. The Issuer shall appoint such additional regis-
trars, transfer agents, depositaries, other agents and addi-
tional registrars as may be necessary to cause the registra-
tion, registration of transfer and reissuance of the 1988
Bonds within a commercially reasonable time according to the
then current industry standards. Principal of and premium,
if any, on the 1988 Bonds shall be payable upon presentation
and surrender of the 1988 Bonds at the principal corporate
trust office of the Bond Registrar. Interest on the 1988
Bonds shall be paid by check or draft drawn upon the Paying
Agent and mailed to the registered owners of the 1988 Bonds
at the addresses as they appear on the registration books
maintained by the Bond Registrar at the close of business on
the fifteenth 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
1988 Bonds subsequent to such Record Date and prior to such
interest payment date, unless the Issuer shall be in default
in payment of interest due on such interest payment date.
In the event of any such default, such defaulted interest
shall be payable to the persons in whose names such 1988
Bonds are registered at the close of business on a special
record date for the payment of such defaulted interest as
established by notice of deposit in the U.S. Mail, postage
prepaid, by the Issuer to the registered owners of 1988
10 89-547.
Bonds not less than fifteen (15) days preceding such special
record date. Such notice shall be mailed to the persons in
whose names the 1988 Bonds are registered at the close of
business on the fifth day (whether or not a 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 designated by the Issuer, ac-
companied by a written instrument or instruments of transfer
in form and Frith 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 representa-
tive, containing written instructions as to the details of
transfer of such Bond, along with the social security number
or federal employer identification number of such trans-
feree. 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 uncertifi-
cated registration shall be requested and the Issuer has a
registration system that will accommodate uncertificated
registration) shall deliver in the name of the new trans-
feree or transferees a new fully registered Bond or Bonds of
the same maturity and of authorized denomination or denomi-
nations, for the same aggregate principal amount and payable
from the same 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 in-
terest payment date on the Bonds or, in the case of any
proposed redemption of Bonds, after such Bonds or any por-
tion thereof has been selected for redemption. The Issuer
and the Bond Registrar may charge the registered 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.
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 1988 Bonds and the form of as-
signment for such 1988 Bonds, the Certificate of
Authentication and the Validation Certificate shall be sub-
stantially in the following form, with such omissions, in-
sertions and variations as may be necessary or desirable and
authorized by this Resolution or by any subsequent resolu-
tion 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 conclu-
sive evidence of such approval:
11
89754
REGISTERED
No.
0
[Form of 1988 Bond]
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI
RENTAL REVENUE BOND,
SERIES 1988
0
REGISTERED
Interest Maturity Date: Original Dated CUSIP NO.
Rate: Date:
1, 1, 1989
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Miami, Florida (hereinafter called the
"Issuer"), for value received, hereby promises to pay to the
Registered Owner identified above, or his legal representa-
tives 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
(computed on the basis of a 360-day year), 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, until payment
of the Principal Amount, or until provision for the payment
thereof has been duly provided for, such interest being pay-
able semiannually on the first day of and the first
day of of each year, commencing on 1, 1989.
Principal of this Bond shall be payable upon presentation
and surrender hereof at the principal office of
Florida, or its successors (the
'Paying Agent"). Interest will be paid by check or draft
mailed to the Registered Owner hereof at his address as it
appears on the registration books of the Issuer 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 whose name such Bond is
registered at the close of business on a special record date
for the payment of such defaulted interest as established by
notice by deposit in the U. S. Mail, postage prepaid, by the
Issuer to the registered owners of Bonds not less than fif-
teen 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) day
(whether or not a business day) preceding the date of
mailing.
This Bond and the interest hereon are 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 Agreement between the
Issuer and the United States of America acting by and
through the General Services Administration (the
12
89-547.
"Government") entered into on October 22, 1987, as amended
by Amendment No. 1 dated , 1988, and as supple-
mented pursuant to the Consent and Approval between the
Issuer and the Government dated 1 1989, and as
further supplemented and amended from time to time, and cer-
tain funds held by the Trustee designated under Ordinance
No. 10464 enacted by the Issuer on July 21, 1988, as supple-
mented pursuant to Resolution No. enacted by the
Issuer on June _, 1989 (collectively, the "Ordinance") and
certain investment income thereon, all in the manner and to
the extent provided in the Ordinance (the "Pledged
Revenues"). Reference is hereby made to the Ordinance 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.
This Bond shall not be deemed to constitute a gen-
eral 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 Ordinance. It is expressly agreed by the
Registered Owner of this Bond that the Issuer is not obli-
gated 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
Ordinance 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 taxa-
tion 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
amounts provided for in the Ordinance.
It is further agreed between the Issuer and the
Registered Owner of this Bond that this Bond and the indeb-
tedness 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 Ordinance. Neither the members of the gov-
erning 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 ON 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.
13
89-547
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 , 1989.
(SEAL)
ATTESTED AND COUNTERSIGNED:
By
City Clerk
THE CITY OF MIAMI, FLORIDA
By
Mayor
Approved as to Form:
M
City Attorney
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and
executed under the provisions of the within mentioned
Ordinance.
11
Authenticating Agent
By
Authorized Officer
Date of Authentication:
[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 $30,000,000, 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 a
portion of the cost of acquisition of certain land and the
construction and development thereon of a building to be
leased by the Issuer to the Government and used to house the
staff of the United States Attorney's Office for the
Southern District of Florida located in the City of Miami,
Florida, certain offices of the United States District Court
for the Southern District of Florida and certain other fed-
eral law enforcement agencies or other federal agencies (the
"Project"), pursuant to the authority of and in full com-
pliance with the Constitution and laws of the State of
Florida, including particularly the Ordinance, the charter
of the City of Miami, Florida (to the extent not incon-
sistent with and not repealed by the provisions of Section
166.021, Florida Statutes), to the extent applicable, Part
VII, Chapter 159, 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
Ordinance.
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 sub-
ject to redemption prior to their maturity at the option of
the Issuer [Insert optional redemption provisions].
Notice of such redemption small be given in the
manner required by the Ordinance.
The registration of this Bond may be transferred
upon the registration books upon delivery to the principal
office of the Bond Registrar designated by the Issuer, ac-
companied by a written instrument or instruments of transfer
in form and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the owner of this Bond or
by his attorney -in -fact or legal representative, containing
written instructions as to the details of transfer of this
Bond, along with the social security number or federal em-
ployer identification number of such transferee. In all
cases of a transfer of a Bond, the Bond Registrar shall at
the earliest practical time in accordance with the provi-
sions of the Ordinance enter the transfer of ownership in
the registration books and (unless uncertificated registra-
tion 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 trans-
ferees a new fully registered Bond or Bonds of the same mat-
urity 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
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, 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 regis-
tration of every such transfer of a Bond sufficient to reim-
burse them for any tax, fee or any other governmental charge
required (other than by the Issuer) to be paid with respect
to the registration of such transfer, and may require that
such amounts be paid before any such new Bond shall be
delivered.
If the date for payment of the principal of, pre-
mium, if any, or interest on this Bond shall be a Saturday,
Sunday, legal holiday or a day on which banking institutions
in the city where the corporate trust office of the Paying
Agent is located are authorized by law or executive order to
close, then the date for such payment shall be the next suc-
ceeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized
to close, and payment on such day shall have the same force
and effect as if made on the nominal date of payment.
It is hereby certified and recited that 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 is-
suance of the Bonds of this series does not violate any con-
stitutional, statutory or charter limitation or provision.
This Bond is and has all of the qualities and inci-
dents of an investment security under the Uniform Commercial
Code -Investment Securities Law of the State of Florida.
15
89a"J547
a
FOR
hereby se
ASSIGNMENT
VALUE RECEIVED, the undersigned,
(the "Transferor"),
s, 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 ir-
revocably constitutes and appoints
as attorney to register the transfer of the within Bond on
the books kept for registration and registration of transfer
thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must
be guaranteed by a member
firm of the New York
Stock Exchange or a
commercial bank or
with the a trust company.
Registered Owner
NOTICE: No transfer will be
registered and no new Bond
will be issued in the name of
the Transferee, unless the
signature(s) to this assignment
correspond(s) with the name as
it appears upon the face of the
within Bond in every particular,
without alteration or enlarge-
ment 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 vali-
dated and confirmed by judgement of the Circuit Court of the
Eleventh Judicial Circuit Court, in and for Dade County,
Florida, rendered on November 1, 1988.
Mayor, City of Miami,
Florida
(End of Bond Form]
SECTION 16. APPLICATION OF PROCEEDS.
A. Proceeds from the sale of the 1988 Bonds, in-
cluding accrued interest and premium, if any, shall be ap-
plied by the Trustee, simultaneously with the delivery of
the 1988 Bonds, as follows:
(1) An amount of proceeds of the 1988 Bonds
equal to accrued interest, if any, on the 1988
Bonds shall be deposited in the Sinking Fund esta-
blished hereunder and shall be applied to the
f
16
89-547
11
payment of interest next coming due on the 1988
Bonds.
(2) An amount of proceeds of the 1988 Bonds
equal to the costs of issuance of the 1988 Bonds
shall be deposited in the Construction Fund
hereinafter created and established and shall be
used to pay, when due, the costs of issuance of the
1988 Bonds.
(3) An amount of proceeds of the 1988 Bonds
equal to the Reserve Requirement shall be deposited
to the Reserve Fund hereinafter created and
established.
(4) An amount of proceeds of the 1988 Bonds
equal to the capitalized interest on the 1988
Bonds, as reflected in the certificate of the Mayor
or the City Manager at closing, shall be set aside
in the Construction Fund and shall be transferred
by the Trustee to the Sinking Fund semi-annually as
needed and used to pay the interest upon the 1988
Bonds next coming due.
(5) The balance of the proceeds of the 1988
Bonds shall be deposited in the Construction Fund
and used solely for the purposes herein provided.
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 applica-
tion of proceeds of the 1988 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 1988 Bonds, in a manner consistent with the
terms of this Resolution.
SECTION 17. CONSTRUCTION FUND. There is hereby
created and established with the Trustee a special trust
fund to be known as the "1988 City of Miami, Florida Rental
Revenue Bonds Construction Fund." The Trustee shall deposit
in the Construction Fund a portion of the proceeds from the
sale of the 1988 Bonds as contemplated in Section 16 above.
Additional moneys may be deposited to the Construction Fund
from payments received from GSA with respect to change or-
ders related to the construction of the Building.
The Construction Fund shall be held by 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 acquisi-
tion, construction and development of the Project and pur-
poses incidental thereto, 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
Construction Fund (other than for costs of issuance or capi-
talized interest on the Bonds) the Issuer shall file a
requisition with the Trustee, stating in respect of each
payment to be made: (1) the name of the person, firm or
corporation to whom the payment is to be made; (2) the
amount to be paid, and (3) the purpose, by general classifi-
17 89-547 .
Aft
cation for which payment is to be made. Each requisition
shall be accompanied by copies of invoices, bills or other
supporting documentation. No disbursements for costs of the
project shall be made by the Trustee unless GSA has indi-
cated its approval thereof by the signature of an authorized
representative of GSA approving such requisition.
Any funds on deposit in the Construction Fund that,
in the opinion of the Issuer, are not immediately necessary
for expenditure, as hereinabove provided, may be invested
and reinvested by the Trustee, at the written direction of
the Issuer with the approval of GSA, 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 nature or be redeemable at not less
than cost and not 1F,er than the dates on which such funds
are expected to be r.•_-3ded; provided, however, that the
amounts deposited in the Construction Fund for the payment
of capitalized interest shall only be invested in
Governmental Obligations. All income derived from invest-
ment of funds in the Construction Fund shall be deposited
therein and shall be used to pay costs associated with the
completion of the Project.
Any liquidated damages or settlement payments
received by the Issuer as a result of the breach by any con-
tractor, subcontractor or supplier working on or supplying
goods for the Project, of any representation, warranty or
performance guaranty, and all insurance proceeds received
with respect to damages to the Project during construction,
shall be paid to the Trustee and deposited into the
Construction Fund to insure completion of the Project.
Moneys in the Construction 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 construction of the Project has been com-
pleted and all costs thereof have been paid in full, or
provisions for payment thereof have been duly made or
provided for, all funds remaining in the Construction Fund,
if any, shall be segregated by the Trustee and deposited in
the Revenue Fund hereinafter created or used for any lawful
purpose directed by the Issuer and approved in writing by
GSA provided that the Issuer furnishes to the Trustee an
opinion of Holland & Knight and Barnes, Darby & McGhee or
other nationally recognized municipal bond counsel to the
effect that such use is lawful.
SECTION 18. LIMITED OBLIGATIONS OF THE ISSUER;
NEITHER CREDIT NOR TAXING POWER PLEDGED.
As provided in the Bond Ordinance, the Bonds and
any redemption premiums with respect thereto and the in-
terest 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 Ordinance and herein.
Neither the faith and credit nor the taxing power of the
Issuer or of the State of Florida or any political subdivi-
sion thereof is pledged to the payment of the Bonds. No
Bondholder shall ever have the right to compel the exercise
18 89.'" 547.
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 Ordinance and herein.
SECTION 19. COVENANTS OF THE ISSUER WITH RESPECT
TO THE 1988 BONDS. Until the principal of and interest on
all 1988 Bonds is paid or the 1988 Bonds are defeased as
provided herein, the Issuer covenants with the owners of the
1986 Bonds as follows:
A. PLEDGE OF PLEDGED REVENUES. The payment of
the principal of, premium, if any, and interest on the 1988
Bonds shall be secured, as provided herein, forthwith
equally and ratably by an irrevocable lien on the Pledged
Revenues, prior and superior to all other liens or encum-
brances on the Pledged Revenues, and the Issuer does hereby
irrevocably pledge the Pledged Revenues for the payment of
the principal of and interest on the 1988 Bonds, and for all
other payments provided herein.
B. REVENUE FUND, SINKING FUND AND RESERVE FUND.
There is hereby created and established with the Trustee
three special trust funds to be known as 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"). Commencing immediately follow-
ing the issuance of the 1988 Bonds, the Issuer shall pay
directly to the Trustee for deposit into the Revenue Fund
all of the Pledged Revenues as soon as received. The
Revenue Fund, the Sinking Fund and the Reserve Fund shall
each be held in trust by the Trustee and shall each consti-
tute a trust fund to secure the 1988 Bondholders and, to the
extent that Additional Bonds are issued pursuant to the
provisions of Section 19J hereof, for the pro rata benefit
of such Bondholders, for the purposes herein provided, and
shall at all times be kept separate and distinct from all
other funds of the Trustee and used only as herein provided.
C. DISPOSITION OF PLEDGED REVENUES. All Pledged
Revenues shall be paid by the Issuer immediately upon
receipt to the Trustee for deposit to the credit of the
Revenue Fund. The Trustee shall 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 shall become due, principal on the Bonds
(including amortization installments in connection with man-
datory redemption of Bonds prior to the maturity thereof) as
the same shall become due, and premiums, if any, on the
Bonds as the same shall become due.
Funds in the Sinking Fund shall be used only to pay
interest on the Bonds when due, to pay the principal of mat-
uring Bonds (including amortization installments in connec-
tion with mandatory redemption of Bonds prior to the mat-
urity thereof) and premiums, if any, with respect to the
Bonds.
Additional Rentals received by the Trustee shall
not be Pledged Revenues, shall not be deposited into the
Revenue Fund, but shall instead be paid over by the Trustee
to the Issuer immediately upon receipt of same by the
Trustee.
19 89'."547
D. RESERVE FUND.
The Reserve Fund shall. be funded with proceeds of
the Bonds and investment earnings as herein provided, and
shall be initially funded to the Reserve Requirement with
proceeds of the 1988 Bonds. Funds in the Reserve Fund shall
be used only for the purpose of paying the principal of, in-
terest on and redemption premiums, if any, on the Bonds to
the extent that funds in the Sinking Fund are insufficient
therefor; provided, however, that funds in the Reserve Fund
in excess of the Reserve Requirement shall be paid into the
Revenue Fund at least annually.
E. INVESTMENT OF FUNDS.
(1) The funds and accounts established by this
Resolution shall constitute trust funds for all of the pur-
poses provided herein and shall be continuously secured in
the same manner as governmental deposits are authorized to
be secured by the laws of the State of Florida.
(2) Moneys held for the credit of the Revenue
Fund, the Sinking Fund or the Reserve Fund shall be invested
and reinvested only in Governmental Obligations. Such in-
vestments 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 purposes of such Funds.
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 on investments of funds in
the Revenue Fund and the Sinking Fund (i) shall be deposited
into the Construction Fund until funds on deposit therein
are sufficient to complete the Project or the Project is
completed, and (ii) shall thereafter be deposited 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
(iii) thereafter shall be deposited in the Revenue Fund and
withdrawn therefrom and deposited to the Sinking Fund and
used and applied to pay first interest, then, premium, if
any, and then principal coming due with respect to the
Bonds. All income and profits on investment of funds in the
Reserve Fund shall be deposited into the Construction Fund
until funds on deposit therein are sufficient to complete
the Project or the Project is completed, and shall thereaf-
ter 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 withdrawn therefrom and deposited to the Sinking
Fund and used and applied to pay first interest, then, pre-
mium if any, and then principal coming due with respect to
the Bonds.
F. BOOKS AND RECORDS. The Trustee 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.
G. ENFORCEMENT OF LEASE. The Issuer will dili-
gently enforce the Lease, including, without limitation, its
right to receive the Annual Rental and Additional Rentals
thereunder. The Issuer will comply with its obligations un-
20
89-547. .
der 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 herein pledged in amounts
sufficient to pay the principal of, interest on and redemp-
tion premiums with respect to the Bonds, or impair or adver-
sely affect in any manner the pledge of the Pledged Revenues
made herein or the rights of the Bondholders.
H. 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 granted and contained in this Resolution, and to
enforce and compel the performance of all duties required by
this Resolution or by any applicable laws to be performed by
the Issuer or by any officer thereof, and the collection of
all other funds pledged hereby, and may take all steps to
enforce and collect such liens, funds and other charges as
shall become delinquent to the full extent permitted or
authorized by the laws of the State of Florida or the United
States of America.
I. ISSUANCE OF OTHER OBLIGATIONS. The Issuer
will not issue any other obligations payable from the
Pledged Revenues, 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 1988 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 1988 Bonds herein authorized and Additional Bonds
provided for in Subsection 19J below, 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.
J. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS.
Additional Bonds, payable on a parity from the Pledged
Revenues with the 1988 Bonds, as provided herein, can be is-
sued and delivered only if:
(1) There shall be executed and filed with the
Governing Body of the Issuer a supplement or amendment to
the Lease pursuant to which the Government shall approve and
consent to the issuance of such Additional Bonds and agree
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 shall have been delivered by GSA to the Issuer an
opinion of legal counsel to GSA regarding the legality and
enforceability of such supplement or amendment and such
other matters as the Issuer shall reasonably request.
(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) The Issuer shall not be in default in perform-
ing any of the covenants and obligations assumed hereunder
or under the Lease; the Government shall not be in default
in performing any of its covenants and obligations under the
Lease; and all payments herein required to have been made
into the accounts and funds, as provided hereunder, shall
have been made to the full extent required.
21
89-547
K. MUNICIPAL DEPOSITARIES. All funds and ac-
counts created under this Resolution shall be deposited and
maintained in one or more Authorized Depositaries as shall
be determined by the Chief Financial Officer of the Issuer.
L. PAYING AGENTS. The Issuer or trustee, if any,
shall transfer, from the Sinking Fund and accounts esta-
blished in this Section 19, 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.
SECTION 20. COMPLETION BONDS AUTHORIZED.
Additional Bonds in an aggregate principal amount not to ex-
ceed $32,000,000 (the "Authorized Additional Bonds") to be
used to bay the cost of completing the Project to the extent
that proceeds of the 1988 Bonds are not sufficient for such
purpose are hereby authorized. Such Authorized Additional
Bonds shall be issued only upon compliance by the Issuer and
GSA with the requirements of Section 19J above. The City
Attorney is hereby authorized and directed to institute
proper proceedings in the Circuit Court of the Eleventh
Judicial Circuit, in and for Dade County, Florida, to con-
firm and validate the Authorized Additional Bonds, and to
pass upon the security therefor and the validly and legality
thereof.
SECTION 21. THE TRUSTEE.
A. The Trustee shall signify its acceptance of
the duties and trusts hereby imposed and created by a writ-
ing 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 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 em-
ployee 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 this Resolution or for anything
whatever in connection with the trusts created in this
Resolution except only for its own willful misconduct or ne-
gligence, 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 not-
ice, 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 specif-
ically 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, how-
ever, 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.
22
89--54 7
T}
# i�
D. The Trustee shall be under no obligation to
take any action in respect of any default or toward the en-
forcement of any of the trusts created by this Resolution or
to institute, appear in or defend any suit or other proceed-
ing 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 in-
volve 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 ac-
tion 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.
E. The Trustee may resign and thereby become dis-
charged from the trusts and duties created hereby, by giving
sixty (60) days prior written notice to the City Clerk of
the Issuer and GSA and by giving written notice to the
Bondholders not less than sixty (60) days before such resig-
nation is to take effect; provided, however, that such
j resignation shall take effect immediately upon the appoint-
ment of a new Trustee, if such new Trustee shall be ap-
pointed before the time limited by such notice and shall
±I then accept the trusts and duties hereof; and provided, fur-
ther, 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 pursuant to this subsection unless and
until a successor Trustee has been appointed and has ac-
cepted 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 inca-
pable 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 bank-
ruptcy, 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 ap-
ply to any court of competent jurisdiction to appoint a suc-
cessor Trustee. Such court may thereupon, after such not-
ice, if any, as such court may deem proper and prescribe,
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 com-
bined capital and surplus of at least $50,000,000, if such,a
23
89-547
i
bank or trust company, willing and able to accept the trust
on reasonable or customary terms can, with reasonable ef-
fort, 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, GSA or
the registered owner 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 and prescribe, 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 instru-
ment transferring to such successor Trustee all of the es-
tates, 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 monies and other 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 con-
solidated, 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 associa-
tion to which any Trustee under this Resolution may transfer
substantially all of the Trustee's assets, shall be the suc-
cessor 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 indemni-
fied (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 accord-
ance with subsection C above, exercise such of the rights
and powers vested in the Trustee by this Resolution and use
the same degree of 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.
SECTION 22. 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 1988 Bonds.
Thereafter, no modification or amendment of this Resolution
or of any ordinance or resolution amendatory hereof or sup-
plemental 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 per-
mit a change (a) in the maturity of the Bonds or a reduction
24
89--547
in the rate of interest thereon or in the amount of the
principal obligation, (b) that would affect the uncondi-
tional promise of the Issuer to collect and hold the Pledged
Revenues, as herein provided, or provide for the payment of
such revenues as herein provided, or (c) that would reduce
such percentage of holders of the Bonds required above for
such modifications or amendments, without the consent of all
of the Bondholders of Bonds then outstanding. For the pur-
pose 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 23. 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 mat-
urity 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 certifi-
cates of deposit fully secured as to principal and interest
by Governmental Obligations in irrevocable trust with the
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 account-
ing 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 outstand-
ing 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 hereun-
der and then outstanding, all moneys 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 princi-
pal and interest on such Bonds may be withdrawn and, to the
extent that GSA is not in default under the terms of the
Lease, shall be paid by the Trustee to GSA, otherwise the
same shall be applied by the Issuer for any lawful purpose.
SECTION 24. 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.
SECTION 25. REPEAL OF INCONSISTENT RESOLUTIONS.
All resolutions or parts thereof in conflict herewith are
hereby repealed.
25
89~-547
C3
SECTION 26. EFFECTIVE DATE. This Resolution shall
be effective immediately upon its adoption.
PASSED AND ADOPTED, this 7th day.-e,� June, 1959.
It
Xavier L. Sjuarez, mayor
(SEAL)
4ayy
Hirai, City Clerk
Prepared and Approved by: Approved As To Form and
Correctness:
n a K4.e arson Jo ge L. Fer dez,
Assistant.City Attorney City Attor
$30,000,000
THE CITY OF MIAMI, FLORIDA
RENTAL REVENUE BONDS,
SERIES 1988
BOND PURCHASE AGREEMENT
Honorable Mayor and Members
the City Commission of
The City of Miami, Florida
3500 Pan American Drive
Miami., Florida 33133
Ladies and Gentlemen:
GTH
DRAFT II
�.. Exhibit "A„
1989
(Ieneral. Services Administration
Fourth Flog
'75 Spring Street, S.W.
Atlanta, Georgia 30303
Attention:
The undersigned, Morgan Stanley & Co. Incorporated (herein-
after called the "Representative"), acting on behalf of itself
and on behalf of the other underwriters named in the list
attached as Schedule I hereof (the representative and such other
underwriters as finally determined, jointly and severally being
herein collectively called the "Underwriters"), offers to enter
into this Bond Purchase Agreement with The City of Miami, Florida
(the "City"), and the United States of America, acting by and
through the General Services Administration (tile "GSA") which,
upon the acceptance of this offer and the execution of this Bond
Purchase Agreement by the City and the GSA, shall be in full
force and effect- in accordance with its terms and shall be bind-
ing upon the City, the GSA and the Underwriters.
This offer is made subject- to your acceptance and execution
of this Bond Purchase Agreement o►l or before 11:59 p.m., Eastern
time, on the date hereof, and, if not so accepted, will be sub-
ject to withdrawal by the Underwriters upon oral or written
notice delivered by the Representative to the City and the GSA at
any time prior to the acceptance hereof by the City and the GSA.
Terms used in this Bond Purchase Agreement, unless otherwise
defined, shall have the meanings ascribed to them in the Official
Statement referred to in Section 4 of this Bond Purchase Agree-
ment-.
9-4
l.. Purchase of Bonds. Upon the terms and conditions and
upon the basis of the representations, warranties and agreements
hereinafter set forth, the Underwriters, jointly and severally,
hereby agree to purchase from the City for offering to the public
$30,000,000 in aggregate principal amount of The City of Miami,
Florida, Rental Revenue Bonds, Series 1988 (the "Series 1988
Bonds"), and the City hereby agrees to sell to ttae Underwriters
all. (but not less than all) of the Series 1988 Bonds at a pur-
chase price of $ (or % of the principal amount
thereof), with the aggregate purchase price being inclusive of
the Good Faith Deposit (hereinafter defined), plus accrued inter-
est on the Series 1988 Bonds from , 1989 to the day of
Closing (hereinafter defined), payable to the account of the
City, in New York Clearinghouse Funds. The Underwriters agree to
make a bona Fide public offering of substantially all of the
Series 1988 Bonds to the public at initial public offering prices
not greater than (or yields not less than) the initial public
offering prices (or yields) set forth in the Official Statement
(hereinafter defined); provided, however, that the Underwriters
reserve the right: to make concessions to certain dealers, certain
dealer banks and banks acting as agents and to change such
initial public offering prices as the Underwriters shall deem
necessary in connection with the marketing of the Series 1988
Bonds.
2. Good Faith Deposit. [delivered to the City herewith,
as a good faith deposit, is a New York Clearinghouse funds check
payable to the order of the City in the amount of $ (the
"Good Faith Deposit"), as security for the performance by the
Underwriters of their obligation to accept: rand pay For the Series
1988 Bonds at Closing in accordance with the provisions hereof.
In the event that the City and the GSA accept this offer, said
check may be negotiated by the City. At: t:he Closing, the amount
of the Good Faith Deposit shall be applied in partial payment of
the purchase price of the Series 1988 Bonds. In the event you do
not accept this offer, the Good Faith Deposit shall be immedi-
ately returned to the Underwriters. IE the underwriters Fail
(other than for a reason permitted hereunder) to accept and pay
for the Series 1988 Bonds at the Closing as provided herein, the
Good Faith Deposit, together with any interest earnings thereon,
shall be retained by the City, on behalf of itself and the GSA,
as and for full liquidated damages for such failure and for any
and all defaults hereunder on the part of the Underwriters, and
the retention of such amounts shall constitute a full release and
discharge of all claims and damages for such failure and for any
and all such defaults hereunder on the part of the Underwriters
and the retention of a [till release and discharge of all claims
and damages for such failure and for any and all such defaults
hereunder on the part of the Underwriters.
89- 54
ON f
In the event that the City fails to deliver. the Series 1988
Fonds at the Closing, or if the City or the GSA is unable at or
prior to the Closing Date to satisfy or cause to be satisfied the
conditions to the obligations of the Underwriters contained in
this Bond Purchase Agreement, or if the obligations of the Under-
writers contained herein shall be cancelled or terminated for any
reason permitted by this Bond Purchase Agreement, the City shall
be obligated to make immediate payment to the Representative, for
the account of the Underwriters, in the amount of the Good Faith
Deposit, together with any interest earned thereon.
3. The Series 1988 Bonds. The Series 1988 Bonds shall be
as described in, and shall be issued and secured under and pursu-
Wo
ant to, Chapter 166, Florida Statutes, as amended, Ordinance No.
10464 of the City enacted on July , 1988 (the "Bond Ordinance"),
-=
Resolution No. of the City adopter] on ,Trine 7, 1989 ( the
"Bond Resolution") and other appl_ir_ahl.e provisions of law (col-
lectively, the "Act"). The Series 1988 Bonds shall mature on
such dates, shall bear interest at such rates and shall be sub-
_
ject to redemption, as set forth in Exhibit A attached hereto and
made a part hereof. Payment of the Series 1989A Bonds is secured
by a pledge by the City of all of its right (including the right
s
to receive revenues), title and interest in, to and under that
certain Lease Agreement dated October 27., 1987, as supplemented
pursuant to the Consent and Approval dated , 1989
(together, the "Lease"), each between the City and the GSA,
except for Additional Rentals as defined in the Lease. In con-
oil
nection with the public offering of t:he Series 1988 Bonds, the
of
Underwriters have delivered to the City a letter containing the
information required by Chapter 218.385 of the Florida Statutes;
�.
which letter is in the form attached hereto as Exhibit B. It
shall be a condition of the obligation of the City to sell and
deliver the Series 1988 Bonds to the Underwriters, and the obli-
gation of the Underwriters to purchase and accept delivery of the
Series 1988 Bonds, that the entire aggregate principal amount of
I
the Series 1988 Bonds shall be sold and delivered by the City and
=E
1
paid for by the Underwriters at the Closing.
4. Official Statement. As soon as practicable after the
date hereof, and, in any event, prior to the Closing, the City
shall deliver to the Representative a reasonable number of
printed copies of the final Official Statement, dated the date
hereof, with respect to the Series 1988 Bonds (including the
cover page and any appendices contained therein, the "Official
Statement") executed by the City in substantially the form
attached hereto as Exhibit C.
5. Use of Documents. The City and the GSA hereby autho-
rize and ratify the use by the Underwriters of the Preliminary
Official Statement, dated , 1.989 (which, together with
3
89-547
the cover page and all appendices included therein is herein
called the "Preliminary Official Statement"), prior to the date
hereof, and authorizes the use by the Underwriters of (a) the
Official Statement, as the same may be modified, amended or sup-
plemented upon mutual agreement of the City, the GSA and the
Representative (including any supplements or amendments thereto
to be used in connection with the public offering and sale of. the
Series 1988 Bonds), and (b) with the prior review of the City and
the GSA, any other documents related to the transactions contem-
plated in the Official Statement in connection with the public
offering, sale and distribution of the Series 1988 Bonds.
6. Conditions Precedent: to execution of this Agreement by
the Representative. On or before the acceptance by the City and
the GSA of this Agreement, the City shall deliver to the Repre-
sentative together with such reasoner h.l.e number of copies thereof
as the Representative may request a copy of the official State-
ment of the City, dated _ 1989, relating to the Series
1988 Bonds.
7. Representations and Warranties of the City. The City
represents and warrants to the Underwriters as follows:
(a) Both at the time of acceptance hereof and at the
time of Closing, the statements contained in the Preliminary
Official Statement (other than as modified in the Official
Statement) and in the Official St:at_ement., insofar as they
relate to the City, the Bond Ordinance, the Bond Resolution,
the Lease and this Bond Purchase Agreement are and will be
accurate in all material respects for the purposes for which
their use is authorized, and do not: and will not contain any
untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in
the light of the circumstances under which they were made,
not misleading.
(b) When executed and delivered by the City in
accordance with the provisions of this Bond Purchase Agree-
ment, the Series 1988 Bonds will have been duly authorized
by the City, in the manner required under applicable law,
executed, issued and delivered and will constitute valid and
binding obligations of the City, enforceable against the
City in accordance with their terms, in conformance with the
Bond Ordinance and the Bond Resolution, such enforceability
being subject to bankruptcy, insolvency, reorganization,
moratorium or similar laws, relating to or affecting the
enforcement of creditors' rights generally and to the exer-
cise of judicial discretion in accordance with general prin-
ciples of equity.
89-547
(c) The enactment by the City of the Bond Ordinance,
the adoption by the City of the Bond Resolution and the
execution and delivery by the City of this Bond Purchase
Agreement, the Series 1.988 Bonds, the Lease and all other
documents executed and delivered by the City in connection
with the .issuance of the Series 1988 Bonds (collectively,
along with the Bond Ordinance and the Bond Resolution, the
"Bond Documents") and the compliance by the City with the
provisions thereof will not in any material respect conflict
with or result in a breach or violation of any of the terms
or provisions of, or constitute a default under., any agree-
ment or other instrument to which the City is a party or by
which the City is bound, or any existing law, administrative
regulation, court order or consent. decree to which the City
or its property is subject.
(d) The City will Eurni.sh such information, execuL-e
such instruments and take such other action in cooperation
with the Representative as the Representative may reasonably
request, to (i) qualify the Series 1.988 Bonds for offer and
sale under the Blue Sky or other securities laws and regula-
tions of such states and other jurisdictions of the United
States of America as the Representative may designate and
(ii) determine the eligibility of the Series 1988 Bonds for
investment under the laws of such stages and other jurisdic-
tions and will use its best efforts to continue such quali-
fications in effect so long as required for the distribution
of the Series 1988 Bonds. This paragraph shall not however
require the City to submit to the jurisdiction of a court of
any state other than Florida.
(e) Between the date of this Bond Purchase Agreement
and the time of Closing, the City will not execute any
bonds, notes or other obligations for borrowed money, other
than those the proposed issuance or incurring of which is
referred to explicitly in the Official. Statement-, without
giving prior written notice thereof to the Representative.
(f) The City is, and will be at the date of Closing,
duly organized and validly existing as a municipal corpora-
tion under the Constitution and laws of the State of
Florida, with the power and authority set forth in the Act
(as defined in the Bond Ordinance).
(g) The City (i) has full legal power and authority
to enact the Bond Ordinance, to adopt the Bond Resolution;
to execute and deliver this Bond Purchase Agreement and the
other Bond Documents; to issue, sell and deliver the Series
1988 Bonds; and to carry out and consummate the transactions
contemplated by this Bond Purchase Agreement, the Official
- 5 -
9 -547
s
Statement and the other Bond Documents; (ii) has in full
force and effect all. consents, approvals, permits or other
actions by or filings with any governmental authority
required for the execution and delivery by the City of this
Bond Purchase Agreement:, and the other Bond Documents, and
for the performance by the Cit-.y of the transactions contem-
plated thereby; (iii) represents that from the time of
acceptance by the City hereof through the date of the
Closing, except as contemplated by the Official Statement,
there shall not have been any material adverse change in the
condition, financial or physical, of the City other than
changes in the ordinary course of business or in the normal
operation of the facilities operated by the City that could
adversely affect the transactions contemplated hereby; (iv)
represents that the execution and delivery by the City of
this Bond Purchase Agreement_, the Series 1988 Bonds and the
other Bond Documents, the compliance by the City with the
provisions thereof, and the carrying out and consummation by
the City of its obligations under such documents and instru-
ments will not conflict with or constitute a breach of or a
default under any law, administrative regulation, court
decree, instrument or agreement to which the City is subject
or by which the City is or any of its properties are bound.
(h) If between the date of this Bond Purchase Agree-
ment and the date of Closing any event shall occur which, in
the opinion of the City, would cause the Official Statement,
as then supplemented or amended, to contain any untrue
statement of a material fact or to omit to state a material
fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not mis-
leading, the City shall notify the Representative, and if in
the opinion of the City, the GSA and the Representative such
event requires the preparation and publication of a supple-
ment or amendment to the Official Statement, the City will
at its expense supplement or amend the Official Statement in
a form and in a manner approved by the Representative.
(i) Except as disclosed in the Official Statement,
to the best knowledge of the City, as of the date hereof,
there is no action, suit, proceeding, inquiry or investiga-
tion, at law or in equity, before or by any court, govern-
ment agency, public board or body, pending or threatened
against the City, affecting or seeking to prohibit, restrain
or enjoin the sale, issuance or delivery of the Series 1988
Bonds or contesting or affecting as to the City the validity
or enforceability of the Act in any respect relating to
authorization for Elie issuance of the Series 1988 Bonds, the
Bond Ordinance or the Bond Resolution, contesting or affect-
ing the enforceabil-ity ()f any of the Bond Documents, or
- 6 -
H9-54 6
f �
contesting the completeness or accuracy of the Official
Statement or any supplement_ or amendment thereto, or con-
testing the powers of the City or its authority for the
issuance of the Series 1988 Bonds, the enactment of the Bond
Ordinance, the adoption of the Bond Resolution or the execu-
tion and delivery by the City of this Bond Purchase Agree-
ment.
8. Representations and Warranties of the GSA. The GSA
represents and warrants to the Underwriters as follows:
(a) Both at the time of acceptance hereof and at the
time of Closing, the statements contained in the Preliminary
Official Statement (other than as modified in the Official
Statement) and in the Official. Statement, insofar as they
relate to the GSA, the [ease and this Bond Purchase Agree-
ment are and will be accurate in all material respects for
the purposes for which their use is authorized, and do not
and will not contain any untrue statement of a material fact
or omit to state any materiel fact. necessary to make the
statements therein, in the Light of the circumstances under
which they were made, not. misleadinq.
(b) The execution and delivery by the GSA of this
Bond Purchase Agreement, the Lease and all other documents
executed and delivered by the GSA in connection with the
issuance of the Series 1988 Bonds and the compliance by the
GSA with the provisions thereof will not in any material
respect conflict. with or result in a breach or violation of
any of the terms or provisions of, or constitute a default
under, any agreement or other instrument to which the GSA is
a party or by which the GSA if-, bound, or any existing law,
administrative regulation, court order or consent decree to
which the GSA or its property is subject.
(c) The GSA will furnish such information, execute
such instruments and take such other action in cooperation
with the Representative as the Representative may reasonably
request, to (i) qualify the Series 1988 Bonds for offer and
sale under the Blue Sky or other securities laws and regula-
tions of such states and other jurisdictions of the United
States of America as the Representative may designate and
(ii) determine the eligibility of the Series 1988 Bonds for
investment under the laws of such states and other jurisdic-
tions and will use its best efforts to continue such quali-
fications in effect so long as required for the distribution
of the Series 1988 Bonds. This paragraph shall not however
require the GSA t:o submit- to the jurisdiction of a court of
any state other than Plori.da.
AP'
(d) The GSA (i) has full legal power and authority
to execute and deliver this Bond Purchase Agreement, the
Lease and all other documents executed and delivered by the
GSA in connection with the issuance of the Series 1988
Bonds; and to carry out: and consummate the transactions
contemplated by this Bond Purchase Agreement, the Official
Statement, the Lease and all other documents executed and
delivered by the GSA in connection with the issuance of the
Series 1988 Bonds; (i.i) has in frill force and effect all
consents, approvals, permits or other actions by or filings
with any governmental authority required for the execution
and delivery by the GSA of this Bond Purchase Agreement, the
Lease and all other documents executed and delivered by the
GSA in connection with the issuance of the Series 1988
Bonds, and for the performance by the GSA of the transac-
tions contemplated thereby; (iii) represents ghat from the
time of acceptance by the GSA hereof through the date of the
Closing, except as contemplated by the Official Statement,
there shall not have been any material adverse change in the
financial condition of the GSA, other than changes in the
ordinary course of business or in the normal operation of
the GSA, that could adversely affect the transactions con-
templated hereby; (iv) represents that the execution and
delivery by the GSA of this Bond Purchase Agreement, the
Lease and all other documents executed and delivered by the
GSA in connection with the issuance of the Series 1988
Bonds, the compliance by the GSA with the provisions there-
of, and the carrying out and consummation by tale GSA of its
obligations under such documents and instruments will not
conflict with or constitute a breach of or a default under
any law, administrative regulation, court decree, instrument
or agreement to which the GSA is subject or by which the GSA
is or any of its propertit�s are bound.
(e) If between the date of this Bond Purchase Agree-
ment and the date of Closing any event shall occur which, in
the opinion of the GSA, would cause the Official Statement,
as then supplemented or amended, to contain any untrue
statement of a material fact: or to omit to state a material
fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not mis-
leading, the GSA shall notify the Representative, and if in
the opinion of the GSA, the City, and the Representative
such event requires the preparation and publication of a
supplement or amendment to the Official Statement, the GSA
will at its expense supplement or amend the Official State-
ment in a form and in a manner approved by the Representa-
tive.
- 8 -
Z
(f) Except as disclosed in the Official Statement,
to the best knowledge of the GSA, as of the date hereof,
there is no action, suit, proceeding, inquiry or investiga-
tion, at law or in equity, before or by any court, govern-
ment agency, public board or body, pending or threatened
against the GSA, contesting or affecting the enforceability
of the Lease or any other document executed and delivered by
the GSA in connection with the issuance of the Series 1988
Bonds, or contesting the completeness or accuracy of the
Official Statement or any supplement or amendment thereto,
or contesting the powers of the GSA or its authority for the
participation in the transactions contemplated hereby, or
the execution and delivery by the GSA of this Bond Purchase
Agreement.
9. Closing. On the terms and conditions set forth in
this Bond Purchase Agreement, the Underwriters shall purchase all
(and not less than all) of the Series 1988 bonds, and pay the
purchase price of the Series 1988 Bonds, plus accrued interest
from , 1.989 to the date of Closing, as set forth in
Section 1 hereof ( less the amount of the Good Faith Deposit, as
set forth in Section 2 hereof), by New York Clearinghouse funds
check payable to the account of the City, and the City shall
deliver to the Representative the aggregate principal amount of
the Series 1988 Bonds. Closing (the "Closing") will be at the
offices of ___
on or before 1989- at prevailing
local time, or at such other place or other date or time as may
be agreed upon by the parties hereto. The Series 1988 Bonds will
be delivered as registered bonds in such names as the Representa-
tive shall direct, in writing, not less than 72 hours before
Closing. The Series 1988 Bonds will be delivered by the City in
New York, New York, in full book entry Corm, and will be made
available to the Representative for inspection and packaging at
least 24 hours before Closing. Prior to the Closing, the City
will deposit with The Depository Trust Company ("DTC") one Series
1988 Bond registered in the name of DTC's nominee, CEDE & CO.,
for each stated maturity of the Series 1988 Bonds in the face
amounts set forth in Exhibit A hereto, the total of which repre-
sents 100% of the principal amount of such Series 1988 Bonds.
The City shall provide DTC with a letter of representations prior
to the issue being made eligible for deposit at DTC in the form
required by DTC.
10.
Conditions of Closing.
The Underwriters have
entered
into this
Agreement in reliance
upon the representations
and war-
ranties of
the City and the GSA
herein contained and the
perform-
ance by
the City and the GSA
of their respective obligations
hereunder
both as of the date
hereof- and as of the
time of
Closing.
Tile obligations of the Underwriters hereunder
are sub-
ject to the
following conditions:
(a) At the time of the Closing, (i) the Bond Docu-
ments and any other documents deemed necessary in connection
with the issuance of the Series 1.988 Bonds shall be in full
force and effect and shall not have been amended, modified
or supplemented in any material respect prior to the
Closing, except as may have been agreed to in writing by the
City, the GSA and the Representative, and the City shall
have duly adopted and there shall be in full force and
effect the Bond Ordinance and such additional resolutions,
or ordinances or agreements as shall, in the opinion of the
City Attorney of the City ("Counsel to the City"), Holland &
Knight and Barnes, Darby & McGhee, Co -Bond Counsel (collec-
tively, "Bond Counsel"), the Representative, Squire, Sanders
& Dempsey and Greenberg, Traurig, Hoffman, Lipoff, Rosen &
Quentel, P.A., Co -Counsel to the Underwriters (collectively,
"Counsel to the Underwriters"), be necessary in connection
with the issuance of the Series 1988 Bonds; (ii) the repre-
sentations and warranties of the City and the GSA herein
shall be true and accurate in all material respects and
(iii) the City and the GSA shall perform or have performed
all obligations required under or specified in this Bond
Purchase Agreement to be performed at or prior to the
Closing.
(b) At or prior to the Closing, the Representative
shall have received the following documents:
(i) The unqualified approving opinion of Bond
Counsel., dated the day of Closing, substantially in
the form appended to the Official Statement as Appen-
dix and a letter of such Bond Counsel, dated the
date of Closing and addressed to the Representative on
behalf of the Underwriters, to the effect ghat the
foregoing opinion addressed to the City may be relied
upon by the Underwriters to the same extent as if such
opinion were addressed to them.
(ii) A supplemental opinion of Bond Counsel,
dated the date of ttie Closing and addressed to the
Representative on behalf of the Underwriters, to the
effect that:
(A) the Series 1988 Bonds are not sub-
ject to the registration requirements of the
Securities Act of 1933, as amended, and the Bond
Ordinance is exempt from qualification as a
Trust Indenture pursuant to the Trust Indenture
Act of 1939, as amended; and
- 1.0 -
(B) the statements contained in the
Official Statement under the captions "Authori-
zation", "Description Of the Bonds", "The
Lease", "Validation" and "Tax Matters", to the
extent such statements purport to summarize
portions of the Bond Ordinance, the Bond Resolu-
tion, the Lease, the Series 1968 Bonds, or the
law referred to therein constitute fair sum-
maries of the portions of such documents and the
law purported to be summarized therein, it being
understood that in rendering such opinion, Bond
Counsel shall not be required to express an
opinion with respect to other sections of the
Official Statement and financial statements and
other financial or statistical data included
under any caption or in any appendix of the
Official Statement including any caption recited
earlier in this clause (B).
( i i i ) A certificate or certificates, dated the
date of Closing, signed by the Mayor or Vice Mayor,
the City Manager and the Director of rinance of the
City, in form and substance satisEactory to Bond Coun-
sel, the Representative and Counsel to the Under-
writers, in which such officials, to the best of their
knowledge, state:
(A) that the representations and warran-
ties of the City herein contained are true and
correct in all material respects as of the
Closing, that the City has satisfied all con-
ditions on its part to be performed or satis-
fied hereunder at or prier to the Closing, and
that the information and ,t�atements with respect
to the City contained in the Official Statement
are true, correct and complete in all material
respects for the purposes for which such Offi-
cial Statement is to be used, and nothing has
come to their attention that would lead them to
believe that such information in the Official
Statement includes any untrue statement of a
material Eact or omits to state a material fact
necessary to make the statements therein, in the
liqht of the circumstances under which they were
made, not misleading;
(B) that: no event affecting the City has
occurred since the date of the Official State-
ment which should he disc- used in the Official
Statement for the for which it is to be
89-547
used or which it is necessary to disclose there-
in in order to make the statements and informa-
tion therein not misleading in any material
respect;
(C) that any financial and statistical
data relating to the City included in the Offi-
cial. Statement are true and correct as of the
date of such certificate; and
(D) that no obligations issued or guar-
anteed by the City are in default as to payment
of principal or interest or have been in default
as to payment of principal or interest at any
time after December 31, 1975.
(iv) A certificate or certificates, dated the
date of Closing, signed by the of the
GSA, in form and substance satisfactory to Bond Coun-
sel, the Representative and Counsel to the Under-
writers, in which such officials, to the best of their
knowledge, state:
(A) that the representations and warran-
ties of the GSA herein contained are true and
correct in all material respects as of the
Closing, that the GSA has satisfied all con-
ditions on its part to be performed or satis-
fied hereunder at or prior to the Closing, and
that the information and statements with respect
to the GSA contained in the Official Statement
are true, correct and complete in all material
respects for the purposes for which such Offi-
cial Statement is to be used, and nothing has
come to their attention that would lead them to
believe that such information in the Official
Statement includes any untrue statement of a
material fact or omits to state a material fact
necessary to make the statements therein, in the
light of the circumstances under which they were
made, not misleading;
(B) that no event affecting the GSA has
occurred since the date of the Official State-
ment which should be disclosed in the Official
Statement for the purposes for which it is to be
used or which it is necessary to disclose there-
in in order to make the statements and informa-
tion therein not misleading in any material
respect; and
- 12 -
L]
Ll
(C) that any financial and statistical
data relating to the GSA included in the Offi-
cial Statement- are true and correct as of the
date of such certificate.
(v) An opinion, dated the day of Closing, of
the City Attorney, addressed to the City and to the
Underwriters, in form and substance satisfactory to
the Representative and Counsel to the Underwriters to
the effect that:
(A) the City is a municipal corporation
of the State of Florida, duly organized and
validly existing and has full legal right, power
and authority to enact, adopt and perform its
obligations under the Bond Ordinance, the Bond
Resolution and the Bond Documents, and to autho-
rize, execute and deliver and to perform its
obligations under this Agreement;
(B) the City has duly authorized, exe-
cuted and delivered the Bond Documents, and
assuming the due authorization, execution and
delivery of the Bond Documents by the other
parties thereto, such instruments constitute
legal, binding and valid obligations of the
City, enforceable in accordance with their
respective terms; provided, however, the
enforceability thereof may be subject to bank-
ruptcy, insolvency, reorganization, moratorium
and other similar laws affecting creditors'
rights generally and ubject, as to enforce-
ability thereof, to the exercise of judicial
discretion in accordance_ with general principles
of equity;
(C) with respect to the information in
the Preliminary Official Statement acid the Offi-
cial Statement contained under the headings
"Introduction", "Authorization", "Sources and
Use of Funds", "The Project", "The Lease" and
"Litigation", and based upon participation in
the preparation of the Preliminary Official
Statement and the Official Statement, Counsel to
the City has no reason to believe such informa--
ti.on contains any untrue statement of a material
fact: or omits to state a material fact required
to be stated therein or necessary to make the
91:atenients made therein, in ligh(: of t.hp- circum-
- 1.3 -
89 4
iYrl
stances under which they were made, not mis-
leading;
(D) the Official Statement has been duly
authorized, executed and delivered by the City,
and the City has consented to the use of the
Preliminary Official Statement and the Official
Statement by the Underwriters;
(E) the enactment of the Bond Ordinance,
the adoption of the Bond Resolution and the
authorization, execution and delivery of the
Bond Documents and the Series 1988 Bonds, and
compliance with the provisions hereof and there-
of, will not conflict with, or constitute a
breach of or default under any law, administra-
tive regulation, consent decree, ordinance,
resolution or any agreement or other instrument
to which the City was or is subject, as the case
may be, nor will such enactment, adoption, exe-
cution, delivery, authorization or compliance
result in the creation or imposition of any
lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of
the property or assets of the City, except as
set forth in the Official. Statement, or under
the germs of any law, administrative regulation,
ordinance, resolution or instrument except as
expressly provided by t:he Bond Ordinance, the
Bond Resolution and the Lease;
(F) all approvals, consents, authoriza-
tions and orders of any governmental authority
or agency havi.nq jurisdict-ion in any matter
which would consti.Lute a condition precedent to
the performance by the City of its obligations
hereunder, under the Bond Ordinance, the Bond
Resolution and the Lease and the other Bond
Documents have been obtained and are in full
force and effect;
(G) except as disclosed in the Official
Statement, as of the date of such opinion, there
is no action, suit, proceeding, inquiry or
investigation, at .law or in equity, before or by
any court:, government agency, public board or
body (state or federal.), pending or, to the
knowledge of Counsel to the City threatened
against: the City, (1.) affecting the corporate
existence of the City or the title to office of
- 14 -
89- 547
any officer of the City or affecting or seeking
to prohibit, restrain or enjoin the sale, issu-
ance or delivery of the Series 1988 Bonds or the
application of the proceeds thereof-, or contest-
ing or affecting as to the City the validity or
performance of, or in any respect relating to,
the Series 1988 Bonds, the Bond ordinance, the
Bond Resolution, this Bond Purchase Agreement,
the Lease or the revenues to be derived there-
under and pledged to the payment of the Series
1988 Bonds, or contesting the completeness or
accuracy of the Official Statement or any sup-
plement or amendment thereto or contesting the
powers of the City or any authority for the
issuance of the Series 1988 Bonds, the adoption
of the Bond Resolution, the enactment of the
Bond Ordinance, or the execution and delivery by
the City of this Bond Purchase Agreement or the
Bond Documents; or (2) involving any of the
property or assets under the control of the City
that involves the possibility of any judgment or
uninsured liability that would result in any
material adverse change in the business, proper-
ties, assets or the condition, financial or
otherwise, of the City which could adversely
affect the transactions contemplated hereby; and
(tl) such other matters as Bond Counsel
or Counsel to the Underwriters shall reasonably
request.
(vi) Letters of ratting agencies evidencing that
Moody's investors Servicf- tia s issued an " to rating
for the Series 1988 Bonds and that Standard & Poor's
Corporation has issued an rating for the Series
1988 Bonds.
(vii) An opinion, dated the day of Closing, of
counsel to the GSA and addressed to the Underwriters,
in form and substance substantially similar to Exhibit
D attached hereto.
(viii) An executed copy of the Lease, including
all supplements and amendments thereto.
(ix) A certificate dated the date of the Clos-
ing and executed by the City Clerk as to genuineness
of signatures, incumbency and signing authority of
offices and officials, effectiveness of resolutions
and ordinances, genuineness of the I.,ease and certain
other matters.
- 15 -
89-547
M
11
(x) A certificate dated the date of the Clos-
ing and executed by the of the GSA as to
genuineness of signatures, incumbency and signing
authority of officers and officials, genuineness of
the Lease and certain other matters.
(xi) Such additional certificates, instruments
or opinions as Counsel to the City, Bond Counsel or
the Underwriters and their counsel may deem necessary
or desirable.
11. Termination. The Underwriters, through the Repre-
sentative, may terminate this Agreement by notification to the
City, if at the time of or prior to the Closing (a) legislation
shall be enacted or any action shall be taken by the Securities
and Exchange Commission which, in the reasonable opinion of the
Representative and counsel to ttie Underwriters, has the effect of
requiring the contemplated distribution of the Series 1988 Bonds
to be registered under the Securities Act of 1933, as amended, or
the Bond Ordinance to be qualified under the Trust Indenture Act
of 1939, as amended, or there shall exist a stop order, ruling or
regulation by the Securities and Exchange Commission the effect
of which is that the issuance, offering or sale of the Series
1988 Bonds, as contemplated hereby or by the Official Statement,
is in violation of any provision of the Securities Act of 1933,
as amended and as then in effect, or of the Securities Exchange
Act of 1934, as amended and as then in effect, or that the Bond
Ordinance is not exempt from qualification pursuant to the Trust
Indenture Act of 1939, as amended and as then in effect; or (b)
there shall exist any event which in the reasonable judgment of
the Representative either (i) makes untrue or incorrect in any
material respect any statement or information contained in the
Official Statement or (ii) is not reflected in the Official
Statement but should be reflected therein or in an attachment
thereto in order to make any material statements and information
contained therein not misleading in any material respect; or (c)
there shall have occurred any new outbreak of hostilities or
other national or international calamity or crisis, the effect of
such outbreak, calamity or crisis on the financial markets or the
United States being such as to materially adversely affect the
marketability of the Series 1988 Bonds; or (d) there shall be in
force a general suspension of trading on the New York Stock
Exchange or minimum or maximum prices for trading shall have been
fixed and be in force, or maximum ranges for prices for securi-
ties shall have been required and be in force on the New York
Stock Exchange whether by virtue of a determination by the New
York Stock Exchange or by order of the Securities and Exchange
Commission or any other governmental authority having jurisdic-
tion; or (e) a general banking moratorium shall have been
89-547
E
declared by either federal, Florida or New York authorities hav-
ing jurisdiction and then in force the effect of which on the
financial markets of the United States is such as, in the reason-
able judgment of the Representative, would materially adversely
affect the market for the Series 1988 Bonds or the sale by the
Underwriters of the Series 1.988 Bonds; or (f) any litigation
shall be instituted or be pending at: Closing, to restrain or
enjoin the issuance, sale or delivery of the Series 1988 Bonds,
or that in any way contests or affects any authority for the
validity of the Series 1988 Bonds or any of the Bond Documents,
the pledge or application of any moneys or securities provided
for the payment of the Series 1988 Bonds, or the existence or
powers of the City or the GSA.
If the City and the GSA shall be unable to satisfy the con-
ditions to the obligation of: the Underwriters to purchase, to
accept delivery of and to pay for Hie Series 1988 Bonds contained
in this Agreement and the Underwriters do not waive such inabi-
lity in writing, or if the obligations of the Underwriters shall
be terminated for any reason permitted by this Agreement, this
Agreement shall be terminated and neither the Underwriters, the
City nor the GSA shall have any further obligations hereunder,
except as provided in Sections 12 and 13 hereof. however, the
Representative may, in its discretion, waive, by written notice,
one or more of the conditions imposed by this Agreement and pro-
ceed with the Closing.
12. Expenses.
(a) The Underwriters shall be under no obligation to,
pay, and the City shall pay or shall cause the GSA to pay,
all expenses incident to the performance of the obligations
of the City and the GSA under this Agreement, including,
without limitation, (i) the cost of preparation and printing
of the Official Statement (including any Preliminary Offi-
cial Statements, or amendments or supplements thereto), (ii)
the cost of the preparation, printing and execution of the
Series 1988 Bonds, (iii) the fees and disbursements of Bond
Counsel, Counsel to the City and the Counsel to the GSA,
(iv) the fees and disbursements of the Bond Registrar, the
Paying Agent, the Trustee, the City's Financial Advisors,
the City's independent public accountants, and of any other
experts, advisors or consultants retained to assist the City
or the GSA, (v) fees for bond ratings, (vi) the cost of
reproducing all necessary copies of any of the Bond Docu-
ments, and (vii) all travel and other out-of-pocket
expenses of the staff and officials of the City and the GSA
as incurred in connection with the Closing; all such
expenses to be paid by the City as issuance costs, after
review and verification by the City's Financial Advisors, as
permitted under the Bond Ordinance or the Bond Resolution.
-- 17 -
(b) The Underwriters shall pay (i) all underwriting
and advertising expenses in connection with the public
offering and distribution of the Series 1988 Bonds, (H) the
fees and disbursements of Counsel to the Underwriters, (iii)
the cost of: preparation and printing of the blue sky memo-
randum, and legal. investment survey, (iv) the cost of the
preparation and printing of any agreement among underwriters
or selling group agreement and this Bond Purchase Agreement,
and (v) all travel and out-of-pocket expenses of the Under-
writers.
13. Survival of Contract. The respective agreements,
representations and warranties and other statements of the City,
the Representative and their respective officials, officers and
partners set forth in, or made pursuant to, this Bond Purchase
Agreement will remain in full force and effect regardless of any
investigation, or statement as to the results thereof, made by or
on behalf of the City, the GSA, the Representative or any of
their respective officials, officers, partners or directors or
any controlling person, and will survive delivery of and payment
of the Series 1988 Bonds.
14. Benefit. This Bond Purchase Agreement is made for the
benefit of the parties hereto (including the successors or
assigns of the Representative). No other person shall acquire or
have any right hereunder or by virtue hereof.
15. Execution in Counterparts. This Bond Purchase Agree-
ment may be executed in any number of counterparts, all of which
taken together shall be one and the same instrument, and any
parties hereto may execute this Bond Purchase Agreement by sign-
ing any such counterpart. The execution of this Bond Purchase
Agreement on behalf of the City has been duly authorized by the
Commission of the City, and the Commission has delegated the
authority for execution of this Bond Purchase Agreement to the
Mayor or the City Manager. The execution of this Bond Purchase
Agreement on behalf of the United States of America has been duly
authorized by the GSA, and the GSA has delegated the authority
for execution of this Bond Purchase Agreement to the
16. Notices. Any notices or other communications to be
given to the City under this Bond Purchase Agreement may be given
by mailing the same to the Director of Finance of the City of
Miami, Florida at 3006 Aviation Avenue, Miami, Florida 33131; any
such notice or other communication to be given to the Under-
writers may be mailed to the Representative, Morgan Stanley & Co.
Incorporated, 1251 Avenue of the Americas, New York, New York
10020, Attention: Phillip Kassin; and any such notice or other
communication to be given to the GSA may be mailed to the GSA at
- 18 -
89-5 7
General Services Administr.at:ion, 4th Floor, 75 Spring Street,
S.W., Atlanta, Georgia 30303, Attention:
17. Severability. The invalidity or enforceability of any
provision of this Bond Purchase Agreement as to any one or more
jurisdictions shall not affect the validity or enforceability of
the balance of this Bond Purchase Agreement as to such jurisdic-
tion or jurisdictions, or affect in any way such validity or
enforceability as to any other jurisdiction.
18. Waiver or Modification. No waiver or modification of
any one or more of the terms and conditions of this Bond Purchase
Agreement shall be valid unless in writing and signed by the
party or parties making such waiver or agreeing to such modifica-
tion.
19. Governing Law. This Bond Purchase Agreement shall be
governed by and construed in accordance with the laws of the
State of Florida.
ACCEPTED,
time on
local
1989.
Very truly yours,
MORGAN STANLEY & CO.
INCORPORATED, for itself and as
Representative of the Under-
writers
By
vice President
- 1.9 -
9-547
i
I�
(SEAL)
Attest: Clerk
APPROVED AS TO FORM
AND CORRECTNESS
By
City Attorney
ACCEPTED, _ local time
on , 1989
to
T14E CITY OF MIAMI, FLORIDA
By
City Manager
GENERAL SERVICES ADMINISTRATION
OF THE UNITED STATES OF AMERICA
By
Title
- 20 -
�r •
SCHEDULE I
Morgan Stanley & Co. Incorporated
AIBC Investment: Services Corp.
Carmona Ferrand Montes Securities Corporation
Grigsby, Brandford & Co., Inc.
WR Lazard & Laidlaw, incorporated
M.R. Beal & Company
Goldman, Sachs & Co.
Guzman & Co.
PaineWebber Incorporated
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89, —547
EXHIBIT "A"
Maturity Dates, Interest Rates
and Redemption Provisions
for Series 1988 Bonds
EXHIBIT "B"
Form of Letter Pursuant to
Section 218.305, Florida Statutes
[LETTERHEAD OF MORGAN STANLEY & CO. INCORPORATED]
1989
Honorable Mayor and Members
of the City Commission of the
City of Miami, Florida
3500 Pan American Drive
Miami, Florida 331.33
Re: The City of Miami, Florida, Taxable Rental
Revenue Bonds, Series 1988
Dear Commissioners:
In connection with the proposer] issuance by The City of
Miami, Florida (the "Issuer"), of $30,000,000 in aggregate prin-
cipal amount of the Taxable Rental Revenue Bonds, Series 1988
referred to above (the "Series 1988 Bonds"), Morgan Stanley & Co.
Incorporated, AISC Investment Services Corp., Carmona Ferrand
Montes Securities Corporation, Grigsby Br.andford & Co., Inc., WR
Lazard & Laidlaw, Incorporated, M. R. Beal & Company, Goldman,
Sachs & Co., Guzman & Co., and PaineWebber Incorporated (collec-
tively, the "Underwriters") are preparing to underwrite a public
offering of the Series 1988 Bonds. Arrangements for underwriting
the Series 1988 Bonds will include a Bond Purchase Agreement
among the Issuer, the General Services Administration of the
United States of America and [tie Underwriters that will embody
the negotiations in respect thereof.
The purpose of this letter is to furnish, pursuant to the
provisions of Section 218.385(4), Florida Statutes, as amended,
certain information with respect to the arrangements contemplated
for the underwriting of the Series 1988 Bonds as follows:
8.9-5 7
�Y1
Honorable Mayor and MP
of the City Commission of the
City of Miami, Florida
1989
Page 2
(a) The nature and estimated amounts of expenses to be
incurred by the Underwriters in connection with the
purchase and reoffering of the Series 1988 Bonds are
set forth in Schedule I attached hereto.
(b) There are no "finders", as defined in Section 218.386,
Florida Statutes, as amended, connected with the issu-
ance of the Series 1988 Bonds.
(c) Subject to the outcome of negotiations of the terms of
the Bond Purchase Agreement and to the successful sale
by the Underwriters of all the Series 1988 Bonds at
the initial public offering price, it is our expecta-
tion that based on current market conditions, the
underwriting spread (i.e., the difference between the
price at which the Series 1988 Bonds will. be initially
offered to the public by the Underwriters and the
price to be paid to the Issuer for the Series 1988
Bonds, exclusive of accrued interest on both cases)
will be % of the principal amount of the Series
1988 Bonds.-�
(d) Based on and as part of the estimated underwriting
spread set forth in paragraph (c) above, the Under-
writers will charge a management fee of % of the
principal amount of the Series 1988 Bonds.
(e) There is no other fee, bonus or other compensation to
be paid by the Underwriter!:-, in connection with the
issuance of the Series 1988 Bonds to any person not
regularly employed or retained by the Underwriters,
except as specifically enumerated as expenses referred
to in paragraph (a) above to be incurred by the Under-
writers as set forth in Schedule I attached hereto.
(f) The name and address of each the Underwriters are set
forth in Schedule II attached hereto.
IF
Honorable Mayor and Members
of the City Commission of the
City of Miami, Florida
1989
Page 3
We understand that you do not require any further disclosure
from the Underwriters pursuant to Section 21.8.385(4). Florida
Statutes, as amended.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
AIBC INVESTMENT SERVICES CORP.
CARMONA FERRAND MONTES SERVICES
CORPORATION
GRIGSBY, BRANDFORD & Co., INC.
WR LAZARD & LAIDLAW, INCORPORATED
M. R. BEAL & COMPANY
GOL,DMAN, SACHS & CO.
GUZMAN & CO.
PAINEWEBBER INCORPORATED
BY: MORGAN STANLEY & CO
INCORPORATED
By:
Vice President
9-54 7
a
SCHEDULE I
ESTIMATED EXPENSES
(based on $30,000,000 issue size)
ITEM TOTAL
CUSIP Registration
Cost of Federal Funds
Municipal Securities Rulemaking Board
Assessment Fee ($0.01 per $1,000)
Public Securities Association Assessment Fee
($0.02 per $1,000)
Telegraphic Communication of Pricing InFormation
to Underwriters and Selling Group During Marketing
Period
Legal Fees of Underwriters' Counsel and Out -of -
Pocket Expenses
Advance Refunding Computation, ,
(Computer Analysis)
Underwriters' Expenses
(Travel and lodging and other)
Advertising
Depository Trust Corporation
(Book Entry Only Registration Fee)
Miscellaneous
TOTAL
M2
GXAIMIT "C"
OFFICIAL STATC__�MENT
El
EXIIIBIT "U"
FORM OF OPINION OF COUNSEL
TO GENERAL SERVICES ADMINISTRATION
S
PRELIMINARY OFFERING CIRCULAR DATED JUNE , 1989
NEW ISSUE OF TAXABLE BONDS --FULL BOOK ENTRY
$30,000,000
THE CITY OF MI.AMI, FLORIDA
% RENTAL REVENUE BONDS
V SERIES 1988
secured by rental payments from
United States General Services Administration
Dated: July 1, 1989
Exhibit "B"
SS&D Draft
6/6/89
Due: July 1, 2019
The Bonds are issuable as fully registered bonds and initially will
be registered to Cede & Co., as nominee ur 'rite Depository 'Trust Company, New
York, New York ("DTC"). Individual purchases of interests i►i the Bonds will
be trade in book entry form only, in the principal amount of $5,000 or any
integral multiple thereof. i'urchasers of Bonds will nog receive physical
delivery of build certificates. 'Transfers of ownership interests in Lite Bonds
will be effected through a book eutr•y system as described herein. Payments of
interest (payable on January 1, 1990 and semi-annually thereafter on each
January 1 and July 1) on and principal of the Bonds will be made to Cede &
Co., as nominee for DTC as registered owner of Lite Bonds, to be subsequently
disbursed to the beneficial owners of Lite Bonds.
The 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
solely from the Pledged Revenues referred to herein derived from payments made
under a Lease Agreement, as supplemented (the "Lease"), between the City and
tire United States of America, acting through the General Services
Administration, an agency of the United States of America (the "Government").
The Bands are being issued to finance a portion of the costs of the
acquisition of real estate and the construction thereon of a 250,000 square
foot office building to be leased from the City by the Government pursuant to
the Lease, to fluid a debt service reserve fund, 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 sinking fund redemption in Lite years and amounts as described
herein.
In the opinion of liolland & Knight, Miami, Florida, Bond Counsel, and
Barnes, Darby & McGhee, Miami, Florida,_ Cu-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 j�ursuant co the
Internal Revenue Code of 1986as amended, and under existing; law Lice Bartds
are exempt rum a 1_presenl. intangible i,ersonal�c�tcr� taxes imlte>sed by the
State of lilorida. See "Tax t•latter:;".
89-54
Price _ %
(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 , as
counsel to the Government, and by Squire, Sanders & Dempsey and Greenberg,
Traurig, Hoffman, Lihoff, Rosen & Quentel, P.A., as co -counsel to the
Underwriters, and to certain other conditions. It is expected that the Bonds
in definitive form will be available for delivery against payment therefor in
New York, New York on or about. July 1989.
MORGAN STANLEY & CO. INCORPORATED
P.AINEWEBBER INCORPORATED
GOLDMAN, SACHS & CO.
AIBC INVESTMENT SERVICES CORP. M.R. BEAL & COMPANY
CARMONA FERRAND MONIES SECURITIES GRIGSBY BRANDFORD POWELL, INC.
CORPORATION
GUZMAN & CO. WR LAZARD & LAIDLAW INCORPORATED
THE CITY OF MIAMI, FLORIDA
MEMBERS OF BOARD OF CITY COMMISSIONERS
XAVIER L. SUAR['Z, Mayor
MILLER J. DAWKINS ROSARIO A. KENNEDY
VICTOR 11. DE Yt1RRE J.L. PLUMMER, JR.
CITY OFFICIALS
City Manager CESAR H. ODIO
City Attorney JORGE L. FERNANDEZ
Director of Finance CARLOS E. GARCIA
City Clerk MATTY HIRAI
-_
Bond Counsel
i
HOLLAND & KNIGHT
Miami, Florida
s
Co -Bond Counsel
BARNES, DARBY & MCGHEE
Miami, Florida
i
Financial Advisors
RAYMOND JAMES & ASSOCIATES, INC.
=_
Miami, Florida
HOWARD GARY & COMPANY
Miami, Florida
E
Trustee and Paying Agent
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era
Ri j
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1
t## x
THE CITY OF MIAMI, FLORIDA
MEMBERS OF BOARD OF CITY COMMISSIONERS
XAVIER L. SUAREZ, Mayor
MILLER J. DAWKINS ROSARIO A. KENNEDY =_
VICTOR H. DE YURRE J.L. PLUMMER, JR. -
CITY OFFICIALS -
City Manager CESAR H. ODIO
City Attorney JORGE L. FERNANDEZ
Director of finance CARLOS E. GARCIA
City Clerk MATTY HIRAI
Bond Counsel
HOLLAND & KNIGHT
Miami, Florida
Co -Bond Counsel
BARNES, DARBY & MCGHEE
Miami, F lorid.a
Financial Advisors
'RAYMOND JAMES & ASSOCIATES, INC.
Miami, Florida
HOWARD GARY & COMPANY
Miami, Florida
Trustee and Paying Agent
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NO DEALER, BROKER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED BY
THE CITY OR ANY UNDERWRITER TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, 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 OFFFRING CIRCULAR DOES NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL
THERE BE ANY OFFER OR SOLICITATION OF SUCH OFFER OR 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 UNDERWRITERS. NEITHER THE DELIVERY OF THIS OFFERING
CIRCULAR NOR THE SALE OF ANY OF THE BONDS SHALE. IMPLY THAT THE INFORMATION
HEREIN 1S 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
Page
us"M
Introduction........................................................ 4
Authorization.. .. 4
Securityfor the Bonds .............................................. 5
Descriptionof the Bonds ............................................ 7
Sources and Uses of Funds ........................................... 11
Debt Service Schedule ............................................... 12
TheProject......................................................... 13
TheLease........................................................... 13
TheResolution...................................................... 14
Ratings............................................................. 19
Litigation.......................................................... 19
Validation.......................................................... 19
LegalMatters....................................................... 19
TaxMatters......................................................... 20
Underwriting........................................................ 20
[Disclosure Required by Florida Blue Sky Regulations] ............... 21
Approval of Offering; Circular ....................................... 21
Appendices
A. Form of Opinion of Bond Counsel and Co -Bond Counsel ............. A-1
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139-547
OFFERING CIRCULAR
$30,000,000
The City of Miami, Florlda
X Rental Revenue Bonds
Series 1988
INTRODUCTION
This Offering Circular, including the cover page and the appendix
attached hereto, is provided to furnish information in connection with the
issuance by The City of Miami, Florida (the "City") of its $30,000,000
aggregate principal amount of Rental Revenue Bonds, Series 1988 (the "Bonds")
to be issued pursuant to Ordinance Nu. 10404 of the City enacted on July 21,
1988, as supplemented by Resolution No. of the City enacted on June
1989 (collectively, the "Resolution").
The Bonds are being issued to finance a portion of the costs of
acquiring approximately acres of real estate in the City (the "Project
Site") and constructing thereon a 250,000 square foot office building (the
"Building" and, together with the Project Site, the "Project") to be leased
from the City by the United States of America, acting through the General
Services Administration, an agency of the United States of America (the
"Government"), pursuant to a Lease Agreement between the City and the
Government, dated October 22, 1987, as amended by Amendment No. 1, dated
_, 198_, and as supplemented by a Consent. and Approval, dated as of June
1989, between the City and the Government (collectively, the "Lease"), to fund
a debt service reserve fund, to pay capitalized interest on the Bonds and to
pay costs of issuance of the Bonds. See "The Project", "Sources and Uses of
Funds" and "Tile Lease."
AUTHORIZATION
Authorization of the City
Tile Bonds will be issued by the City under and pursuant to the
Charter of the City, but only to the extent not inconsistent with and not
repealed by tite provisions of Section 166.021, Florida Statutes; the
Constitution of the State of Florida; to the extent applicable, Part VII,
Chapter 159, Florida Statutes; Chapter 166, Florida Statutes; other applicable
provisions of law.
The Bonds were validated pursuant to a final judgment of the Circuit
Court of the Eleventh Judicial Circuit in and for Dade County, Florida, on
November 1, 1988.
Authorization of the Goveriunent
Pursuant to Public Law 99-591, adopted October 30, 1.986, the
Government was authorized to enter into a lease for federal office space in
Miami, Florida.
[Insert brief
statutory authority]
congressional
SECURITY FOR THE BONDS
Pledged Revenues; Obligation to Purchase Project
The Government has approved the issuance of the Bonds to finance the
costs of Lite Project and has agreed to make payments of Annual Rental and
Additional Rent (each as hereinafter defined; see "The Lease") pursuant to
the Lease. [Add discussion of full faith and credit obligation if applicable]
Annual Rental will be paid monthly in arrears, commencing the month following
the date the Goverment takes occupancy of Lite Building, and will be paid in
substantially equal installments (subject to adjustment to reflect investment
earnings) over the remaining term of the Lease. Annual Rental has been
calculated to provide sufficient funds to pay, when due, principal of and
interest on the Bonds. Payments of Annual Rental will be made to
, as Trustee (Lite "Trustee") pursuant to the Resolution to make
the payment of the principal of and interest on the Bonds. To secure the
payment of principal of and interest on Lite Bonds, Lite City has irrevocably
pledged the rental and other usage revenues (including Annual Rental),
purchase funds or other moneys derived by the City under the Lease, 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 all earnings and
investment income derived from the investment thereof (collectively, the
"Pledged Revenues").
Interest on the Bonds has been fully capitalized from the proceeds of
the Bonds through , 199. The Government is expected to take
occupancy of the Building on or prior to such date.
If the construction of the Building has not been completed by
199_, or if for any other reason the Government has failed to
commence payment of Annual Rental under the Lease on or prior to such date,
the Government is required, at its option, either to (i) immediately commence
on such date the payment of Annual Rental (and of Additional Rental, if any)
under the terms of the Lease, or (ii) immediately exercise its option to
purchase the Project in accordance with the provisions of the Lease. See "The
Lease." In the event that the Government exercises its option to purchase the
Project, such purchase will be accomplished by depositing with the Trustee, or
an independent escrow agent, an amount sufficient, together with any funds
then held by the Trustee and available for such purpose pursuant to the
Resolution and investment earnings respectively thereon, to pay when due all
principal of and interest on the Bo►ids to the fnaturity date (or applicable
mandatory sinking fund redemption dates) thereof. See "The Resolution-
-Defeasance."
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MAL
The auLhori.ty of. the Government Lo make _piymcnts of Annual Rental
under the lease is subject to (annual] congressionalappropriat.Jon of funds to.
be used for such purpose. Although the _Government expects that such
!propriations will be made on a regular basis, no assp.crance_can be given that
such appropriations will be forthcoming or that such appropriations will be
made on a timely basis. In the event that the Government is required to
exercise itsSIpLion to purchase the Croj-cL, the _p ment of the amount
necessary to effect such purchase will be. subiect to supplemental
r_ongressIona I appro riatinn. Although the Government has agreed Lo Lake all
steps within its power Lo promptly_ obtain any necessary supplemental
appropriation, no assurance r_an be given that. such supplemental aP1pr_opriation
will be forthcoming or that sccch appropriation will be made on s timely basis.
Net proceeds from _the sale of 1.1 ie Bond are not expected to be
sufficient to finance all of tit(, is of the Project; As a consecuence, the
City will need to issue' add it ion_aI bonds _or _obtain alternate financing to
accomplish Lite complet. ioil of the I'rojecl` The Cif has authorized the
Issuance of additional paril bonds cm der the Resolution In an amount not to
exceed $29 milllon and f.urt.her_ has aitt.horized commencement of validation
proceedings with respecl_Lo such additional_ bonds. No assurance can be given
that Lite City will be able to_oblain approval and validation of such
additional f.inancIng�Lr Lhat the Government will be able to obtain
congressional appropriation of funds _nece_ssary for _the additional rental
priymcnLs arising therefrom I_(discuss ue(:essacy Government approvals for
issuance of Additional Bonds
Reserve Fund
A portion of Lite proceeds or
tit(, Bonds equal Lo Lite maximum amount of
principal of
and Interest due on
the Ilonds in any
year (t.he "Reserve
Requirement")
will be deposited into
I.he Ileseive Fund
hold by Liu, Trustee.
Funds in the
Reserve Fund may be used
only for Ilse purpose
of paying principal
(whether due
at maturity or pursuant
to mandatory sinking;
fund redemption) of
and interest
on Lite Bonds to Lite exl.ent
that moneys otherwise
available in the
Sinking Fund
are not: sufficient therefor.
Additional Bonds
Under Lite t.ertns of the Resolution, additional parity bonds
("Additional Bonds") may be issued to finance lice cost of completing Hie,
Project. Among other conditions to thr_ issuance of. Additional Bonds, the
Government must execute a supplement. or amendment to Lite Lease approving and
consenting to the issuance of such Additional Bonds and agreeing to pay
additional rental payments colder the Lease in amounts sufficient to pay all of
Lite 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
by the Pledged Revenues.
Limited Obligations
The Bonds are not a general. debt, liability or obligation of 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
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F61*3]&S%
subdivision thereof, but will be payable solely from the Pledged Revenues.
See '"The Lease." The issuance of the Bonds will not directly or indirectly or
contingently obligate the City to levy or to pledge any form of taxation
whatsoever therefor. The Bonds will not constitute a charge, lien or
encumbrance upon any property of the City or any fund or account of the City,
father than the funds and accounts established under the Resolution.
DESCRIPTION OF THE BONDS
General
The Bonds will be dated July I, 19f19 and will bear interest, payable
_ on January 1, 1990 and semi-annually Ihereaf.Iet, on each January l and July 1,
at the rate, and will mature on the elate, all as set, forth on the cover page
of this Official Statement
The Bonds will be issued as fully rcgist.ered bonds and in3t.ially will
'! be registered to The Depository Trust Company, New York, New York ("DTC") or
_ to Its nominee (the "DTC Nominee"), initially Cede At Co. Individual purchases
of Interests In the Bonds will be made in book -entry form only, in the
principal amount of. $5,000 or any intr.gra{ maltiph, Ihereor. Purchasers of
Bonds ("Beneficiall Owners") will not rcceivc phy:icaI delivery of bond
certificates. rratisrors of owner:;hii) inlerc ;l in the Bonds will be effected
through a book -entry system as described below.
The Bonds will be issued a:; fully registered bonds in Lite
denomination of $5,000 or intep,ral multiples thereof. Inl.erest on the bonds
will be payable by check or draft ma i led to I he registered ow,rer s of 1 he Bonds
attheir addresses ns I. hey appear on I he regist rat ion hooks ma (tit alned by
_ , Vlorida, as registrar and paying 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 t ho rnonl h next p,r.ced inf an interest
payment date (the "Record Date"), irrospec:t.ive of any transfer or exchange of
any Bond subsequent to such Record Dat e and prior to such interest payment
date, unless the City is in dcrat, ll in Ih(, payment or interest. due on such
interest payment. date. In Lhe event ur any such default, such defaulLed
Interest will be payable Lo Ihp persons in who!;(, names the bonds are
registered at Lite close of business on a !:1inc i a I record date for the payment
of such defaulLed interest established by uo1ice mailed by Ute City to the
registered owners of Lite Bonds not less (.Iran 15 days preceding such special
record date. Such notice shall be mailed to the persons in whose names the
Bonds are registered at Lite close of business on the fifth day (whether or not
a business day) preceding Lite date of mailing of such notice. The principal
of, and premium, if any, on Lite Bonds are payable upon presentation and
surrender of the Bonds at the priit(-Ipa1 corporate trust office of the
Registrar.
While held in book -entry form, all payments of principal, premium and
Interest will be made to DTC or the DTC Nominee as the sole owner of the
Series B Bonds and payments to Beneficial Owners will. be the responsibility of
DTC and the DTC Participants described below.
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# Ap
Book -Entry Only System
The description which follows of_ the procedures and recor.dkeeping
with respect. to beneficial ownership interests in the Bonds, payment of
Interest and other payments on the Bonds to DTC Participants (defined below)
or Beneficial Owners, confirmation and transfer of beneficial ownership
interests in the Bonds and other bond -related transactions 1j and between DTC,
the DTC Participants and Beneficial Owners is based solely on information
furnished by 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 Bonds.
The Bonds will be retained and immobilized in the custody of D7'C. So long as
DTC is acting as securities depository for Ihrt Bonds, a book -entry system will
be employed, evidencing the interest,,; 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, interest
or redemption premium paymenLs to the DTC Participants will be the
responsibility of DTC, and such Lr-ansfer or crediting to Beneficial. Owners or
their nominees will be the responsibility of the DTC part.1cipants.
DTC is a limited -purpose tru^t 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 fac,iIitates the clearance and settlement of
securities transactions through electronic booic-eni.ry changes In accounts of
the DTC Participants, thereby eliminat.inp the need for physical movement of
certificates. DTC Participants include securities brokers and dealers, banks,
trust companies, clearing corporal.lons and certain other organ izaLIoils, some
of which (and/or their represental.ives) own DTC.
DTC Participants are to be :rediled in Lhe. record:; of. DTC with the
amount of such DTC Part.icipanLs' interests in the Bonds. Itenef.iclal, ownership
interests in the Bonds in the amount of $5,000 or any integral multiple
thereof may be purchased by or through DTC Participants. The Beneficial Owner
will not receive a cert.ificaLe re.presenling its beneficial ownership interest.
The ownership Interest of. each Re.neficial Owner is to be recorded through the
records of the DTC Participant from whir..h such Beneficial Owner purchased its
Bonds. Transfers of ownership int.erests 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
receive a written confirmation of LhA ownership interests acquired by such
Beneficial. Owner in the Itonds..
So long as DTC or Iho DTC Nominee is l.he registered owner of Lhe
Bonds, t:he Trustee will be required Io treat D'PC as the, only Bolder of. the
Bonds for all purposes under the Resolut!on, incIudIitg receipt of all
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principal of, premium, if any, 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 make arrangements with a DTC Participant. so that all notices of
redemption or other commUnicnt inns to DTC, which affect such Beneficial
Owners, and notification of all interest, payments, will. be forwarded In
writing by the DTC Participant.
Payments of principal of and interest and any redemption premium 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 can be
given by the City that DTC and DTC Participants will make prompt. transfer of
payment to Beneficial Owners. T'hn 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 exchanre of t.hr.- Bonds, the Trustee, DTC and
the DTC Participants may charge the Beneficial Owner a sum Sufficient to cover
any Lax, 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 premium, if any, 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 t.hc Bonds, the City will discontinue the
book entry system with DTC. If the City falls Lo W enti.fy another qualified
securities depository to replace DTC, the Trustee will authenticate and
deliver Bonds in the form of r.ully registered certificates, and registration
of transfer of the Bonds will be permitted as described in the Resolution.
Mandatory Redemption
The Bonds are subject to mandatory sinking fund redemption, in part,
by lot in such manner as the Trustee determines, at a redemption price equal
to 100% of the principal amount thereof on July 1 in each of the years and in
the principal amounts set forth below from amounts deposited in the Sinking
Fund.
-G-
89�54.
Year
(July 1)
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
*Payment at maturity.
11
Principal Year
Amount {July 1)
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
Principal.
Amount
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 registered owner
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 rrde.mption date to the registered owner
of such Bond at such owners address an it appears on the regislrat.lon books
or at such address as may have been filed wit.h the 'Trustee for that. purpose.
Failure to give not.ien to any Bondholder, or any drfrct therein, will not
affect the validiLy of the proceedings for the redemption of any Bond or
portion thereof with respect to which no ::uch failure has or.currrd.
Effect of Redemption
On the date designated for redemption, notice (raving 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
provided in the Resolution, interest. on thr Bonds or port.lons of Bonds so
called for redemption will cease to accrue, such Bonds and portions of Bonds
will cease to be entitled to any lien, benefit or security under the
Resolution, and the holders or registered owners of such Bonds or portions of.
Bonds will have no rights in respectthereof except to receive payment of the
redemption price thereof and to receive Bonds foi any unredeemed portion of
the Bonds.
-7-
809-547
SOURCES AND USES Or FUNDS
The followinp table sets fcarth sources and uses of funds for the
Bonds (exclusive of accrued interest
Sources:
Proceeds of the Bonds .................... $
Interest income during construction (1)..
Total Sources ......................... $@@@@@@@@@
Uses:
Construction Fund ........................ $
Deposit to Reserve Fund ..................
Capitalized interest (2).................
Underwriters' discount ...................
Costs of issuance (3)....................
Total Uses .............................. $@@@@@@@@@
(1) Assumes investment of proceeds of the Bonds deposited in the Construction
Fund at an average annual rate of approximately for the acquisition
and construction period for the Project.
(2) Assumes an acquisition and const.rur_tion period for the Project of
months, endinp
(3) Includes financing, legal and certain other issuance expr_nses.
DEBT SERVICE SCIIEDUI,E
The following table sel.s forth the ::c:heduled annual debt :service on the
Bonds.
Period
Beginning Total
July 1 Principal Interest Debt Service
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
"S
�9"'547
Eli
1999
2000
2001
2002
2003
2004
2005
2006
2007
2.008
2009
2.0 t 0
2011
2012
2013
2014
2015
2016
2017
2018
2019
TOTAL $@@@@@@@@
$@@@fit@@@@@
THE PROJECT
U
$@@@@@@@@@
The Project consists of the acquisition of the Project Site,
comprising approximately _ 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 Stakes Attorney's Office and certain other federal agencies.
Pursuant to the Lease, the City and the "overnment have agreed upon a
three -step approach with respect to the Project r.nnsistinp, of the obtaining of:
financing for the Project, which will be accomplished, in part, by the
issuance of the Bonds, 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 Government.
Development of the Project, including construction of the Building,
is expected to occur by means of a turnkey development contract utilizing the
City's procurement process whenever applicable. The City will obtain the
approval of the Government prior to imhlemnntation of any procurement methods,
acceptance of any construction documents or commencement of construction of
the Building.
-9-
Tile net proceeds from the sale of the Bonds are not expected to be
sufficient to finance the total —costs of the Project. As a consequence} the
City expects to issue Additional Bonds in order to complete the Project. No
assurance can he made that. the City w_i11_ bn. able to obtain validation and
authorization of such issuance of Additional. Bonds or that the Government will
obtain congressional approval, if. neees_sary, to amend the Lease to increase
the amount of rental. layments to be made by the Government under the Lease or
con ressionai appropriation of funds for such ntrpose_
THE LEASE
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 t.lterein.
The initial term of the l,case will he for 10 years [, commencing on
the date on which the City has issued a Cerlif..icale of Occupancy with respect
to the Building and the Government shall have approved the substantially
completed construction of the liuiiding.I The Government has agreed to pay
Annual Rental in equal monthly 1nsLaIIments 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 approved by the Government) and to enable the City to pay
[on a timely basis] principal of, and interest and any premium on, the Bonds
and all other amounts and obiigat..ions approved by the Government and incurred
by the City in connection wi.t:h the Project.. The Government will remain liable
for the payment to the City of any defic•ienr.y between the debt service on the
Bonds and the Annual Rental. The obligation of the Government to pay Annual
Rental will commence in the month immediately fol.lowitip the date that the
Government. has taken or.cupancy of the lit, ildinl;. The Government has npreed
further to pay additional rental paymenis ("Additional Real") in equal monthly
installments in arrears over the Ier-nt of the Lease in an amount :sufficient to
reimburse the City f.or any other co -St:, ,tnd expcnst's approved by the Government
and incurred by the City in connection will, llte Project, including the payment
by the City of premiums for insurall-I required to be maintained under the
Lease.
In the event that. tlie. Government fails to pay Annual Rental or
Additional Rent as provided in the Lease or otherwise is in default under the
terms of the Lease, 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. See "Security
for the Bonds --Pledged Revenues; Obligation to Purchase Project."
In the event, that the City is in default under the terms of the
Lease, the Government- will have the right to terminate the Lease, reimburse
the City as provided above and asstune Uie obligations of the City under the
Bonds and under any such other debt. obligations of t:he City.
Following the initial term of thh I..ease, 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
Additional Rent.
The Government will have the right under the Lease to purchase the
Project at any time, to assume the outstanding indebtedness of the City under
the Bonds or otherwise incurred with respect, to the Pro
_jecL and to reimburse
the CiLy for all out.slanding unamoriized expensns incurred by the City in
connection with the ProjecL.
THE RESOLUTION
The following is a summary of certain provisions of the Resolution.
'Phis summary is not a complete recit.a.l of the terms of the, Resolution and
reference should be made to the Resolution for it:s compiete terms and
provisions. Words and terms used in this summary and not, defined herein or
elsewhere in Lhis Official Statement, have the same meaning as in the
Resolution.
Funds Created under the Resolution
The Resolution establishes as trust funds w.i.th the Trustee the
Construction Fund, the Revenue Fund, the Sinking Fund and the Reserve Fund.
Construction Fund. A part .ion 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 thr (fonds 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
pursuant to a requisition filed by the CiLy with Lhe 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. Lhe writ-t-en direction of the City with the
Mi
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 ai- not less Lhan cost and not later
than the dates on which such fund". are expected to be needed; provided,
however, that the amounts deposited in I.he Construction Fund for the payment
of capitalized interest on the Bonds may only he 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.
-11-
El
� I�
Upon completion of the Project, ail. funds remaining in the
Construction 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.
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, the Sinking Fund and
the Reserve Fund will sectu-e on a parity basis the Bonds and any Additional
Bonds. The Trustee Is required 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 tl►e same become due, principal of the
Bonds (including amortization insLallmenls in connection with mandatory
redemption of Bonds prior to the maturity thereof.) as the same become due, and
premiums, if any, on the Bonds as the same become due.
SinkingL Fund. Funds in the Sinking Fund will 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.
Reserve Fund. The Reserve Fund will be funded with proceeds of the
Bonds and investment earnings as provided in the Resolution, and initially
will be funded with proceeds of the Bonds in the amount of the Reserve
Requirement. Funds in the Reserve Fund may be used only for the purpose of
paying the principal of, interest on and redemption premiums, if any, on the
Bonds to the extent that funds in the Sinking Fund are insufficient therefor;
provided, however, that funds in the Reserve Fund in excess of the Reserve
Requirement are required to be paid into the Revenue Fund at least annually.
Investment of Funds. Moneys held for Lhe credit of the Revenue Fund,
the Sinking Fund or the Reserve 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 ;ill Limes 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 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 (i.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,
then, premium, if any, and then principal coming due with respect to the
Bonds. All income and profits on investment of funds in the Reserve Fund will
be deposited into the Construction Fund until funds on deposit therein are
sufficient to complete the Project. or the Project. is completed, and thereafter
h49— 47
will be retained in the Reserve Fend t0 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 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., tlren, premium if any, and then
principal cormnp due with respe.cL to the Bonds.
Enforcement 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 ii obIigntions under the Lease and
will not take any act ion which will irnpair c)r adversely afrpct its right. to
receive Annual Rental and Additional itental:: lhrrnundcr as plcdgcd 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 site to protect and enforce any and
all rights, including the right to the appoi.nt.ment of a receiver, existing
under the laws of the State of Florida or the United States of America, or
granted and contained in the Resolution, and to enforce and compel the
performance of all duties required by the Resolution or by any applicable laws
to be performed 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.
Issuance 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
authorizing the issuance of Additional. Bonds will recite that all of the
covenants contained in the Resolution will be applicable to such Additional
Bonds.
-13-
tQ9-547
(3) The City Is notin default in performing, any of the covenants
and obligations assumed under the ResoIut.ion or under the 1-,ease; the
Government is not. in default. in performing any of it.s 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 $29,000,000. Such
Additional Bonds may be issued only upon compliance by the City and the
Government, with the requirements described above. The CiLy has authorized the
commencement of validation proceedings with respect to such Additional Bonds.
The Trustee
The TrusLee will not be required to take notice, or be deemed to
have notice, of any default, under the Rpsvllit, ion other than a default in
payment, unless the Trustee has acLuaI not -ice of such default, or unless
apecif:ically notified in writing of surh default by Ilse regiistered owners of
at. least. 10% in aggregate principal amount of t.trc Bonds then outstanding. The
Trustee will be under no oblipation 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 then outstanding,
and if in the Tr.ustee's opinion such action may tend to involve the Trr.rstee in
expense or liability, unless furnished, from time t.o time as often as the
Trustee may require, with reasonable securILy and indemnity satisfactory to
the Trustee.
The Trustee may resign and thereby become discharged from the trusts
and duties created by the Resolutlon, by giving GO 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
appointment 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 appointed.
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 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 slate or territory thereof with trust powers and having
combined capital and surplus of at least $50,000,000, if such a bank or trust
-14-
company, willing and able to accept the trust on reasonable or r_ustomnry terms
can, with reasonable effort, can be Inc aced.
Modification or Amendment
After issuance of the Bonds, no modif:ientton or amendment of the
Resolution, or of any supplemental or amending ordinance or resol+►tion,
materially adverse to the Bondholders may be made without the consent. in
writing of Bondholders of two-thirds or morp in principal amount of the Bonds
then outstanding, but no modification or amendment. may 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 Ci.Ly to collect. and hold the Pledged Revenues, as
provided in the Resolution, or provide for the payment or such revenues as
provided in the Resolution or (c) that. would reduce such percentage of holders
of Lhe Bonds required for such modifications or amendments, without the
consent of all of the Bondholders of 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 of any series or any mnti►rity thereof, and the frees 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 by the Resolution in favor of such Bondholders, no longer will
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 the Trustee or a banking institution or
trust company, for Lhe sole benefit of such Bondholders, in an aggregate
principal amount (including moneys then in the Funds created 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, and redemption premiums, if any, on such Bonds, will be
considered "provision for payment" if Lhe same has 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, has been made with respect to all Paying Agent fees and expenses
related to such Bonds.
RATINGS
The Bonds have received the ratings of " " and " It,
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, studies and assumptions by Lite rating agencies. Such ratings
reflect only the views of such rat.inp, at, and an explanation of the
respective significance of such ratings may be obtained from the rating
agencies. There is no assurance that s(►ch ratings will continue for any given
Ea
period of time or glint. they will not he revised or withdrawn entirely by
either or both of such rating agencies, if in tlie ir 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.
VALIDATION
The Circuit Court of. the Eleventh Judicial Circuit in and for Dade
County, Florida, pursuant to a final judgment entered in case No. 88-40313
(CA-06) on November 1, 1488, validated the Bonds.
LITIGATION
There is not now pending, or threatened against the Cit.y 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 raider the Resolution to pay the principal
of or the interest on the Bonds, or questioning the proceedings or
authorization under which the Bonds are to be issued, or affecting the
validity or enforceability of the Bonds, the Resolution or the Lease.
LEGAL 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 & Knight,
Miami, Florida, Bond Counsel, and Barnes, Darby & McGhee, Miami, Florida, Co -
Bond Counsel, whose approving opinion (in the form attached hereto as Appendix
A) 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,
for the Government by _ and for the Underwriters by
their co -counsel, Squire, Sanders & Dempsey, and Greenberg, Traurig, 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 "Descripi-ion of the Bonds,"
"Authorization," "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.
sim
TAX MATTERS
In the opinion of. Holland & t<night, 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 1986, as amended,
and under existing law the Bonds are exempt. from all present: intangible
personal property taxes imposed by the State of Florida. Owners of the Bonds
should consult their own tax advisors with respect to the Lax conseytrences of
their owning the Bonds.
UNDERWRITING
The Bonds are being purchased by Morgan Stanley & Co. Incorporated,
PaineWebber Incorporated, Goldman, Sachs & Co., AIBC Investment Services
Corp., M.R. Beal & Company, Cnrmona Ferrand Montes Securities Corporation,
Grigsby Brandford Powell Inc., Guzman & Co. and WR Lazard & Laidlaw
Incorporated (coJlect.ively, the "Underwriters"), for whom Morgan Stanley & Co.
Incorporated is acting as Representative, at a purchase price of $
plus accrued interest. The Bond Purchase Agreement for the Bonds provides
that the Underwriters will purchase all of thr, 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 pages hereof.
[DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS)
[to be considered)
APPROVAL. OF OFFERING CIRCULAR
The references, excerpts and summaries of all documents referred to
herein do not purport to be complete statements of the provisions of such
documents and reference is directed to all such documents for full and
complete statements of all matters of face. relating to the Bonds, the security
for the payment of the Bonds and the rights and obligations of the holders
thereof. Copies of such documents may be obtained from the City's Director of
Finance at 3006 Aviation Avenue, Miami, Florida 33133, telephone number (305)
579-6350, or from its Financial Advisors, Raymond James & Associates, Inc.,
1110 Brickell Avenue, Suite 201, 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.
-1 7-
The information contained in this Offerinp., Circular has been compiled
from official and other sourcns deemed to be reliable, and is believed to be
correct: as of this date, HO is not plinranieed as to accuracy or completeness
by, and is not. to be construed as a rehreseniat.ion by, the Financial Advisors
or thn 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
circumstances, 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
Administration on behalf of the Government.
The City of Miami, Florida
By:
Approved:
United States of America
by and through the General
Services Administration
By:_
Title:
[Mayor]
[City Manager]
Ll
A I ;,T.I,r ;v
R'xhi.bit "C"
P?r}tl
day „f
1.989, h%, Find
I�, �,'F+�rt ihp ri.11v r?( r�i.gmi.,
�L'7.ol-jda (tfir;
`111t9 thA
bV ind throll(}fl
the General. Gotvic�t
a0,1nr.y
in ar:,-0rd,1nce
with 40
U.S.C. 7�1 et..
4t) U.S.C. 490(h ) ind
Puhl i t.1 T,-w 99-
4,r�t
H+tfiSRNA',-, i711 ••1cI.:.,h-, r 21,
1.987, tIle
C'i ty
?tnO tho
+lvernrent !?ni ored i.Tlt:r-, rti 1,a'.Cr Ar11-frrmenl, (th(, "D-,l 7(s1, )
nu I.f;rl.3nt:
tt) the terms of whj.,:11 the Gw,1c!1.-tirn0.nt
11ire0d to T,risi,e 0
tnli 1r11110
nof-. to excP.vd 250, 000 +7!.fFtY1? Fr,F; V:
to how;() t-.hc
Tlnit-t?,rl 1:M-.on
At or.npv's Officr: 1nri th- •11i.t-Pd
Strlt.0s Aral
n11,1C,r
U,efin rAI
ricipncies (the ''81Ii1 iinrl") rr-r)m t,hrr,
('i;•.v, lnd the
Ci.ty
ttareftr't t.r,
i ssuo rpvenup 1",rnmio (thy! "Ik0!)11,;"
> t-o f {nancp
C.hp
c,'ist; cir
aCquiAi t: ion ant] ccm %t!"u"..t: t+,tt ',1' I'!tc-!
rti j 1 t11.n(l; and
WHERLAS, nurgurit;}t !-.c> :,fsrfAr`r, , . 2 -,r i.-lie L.easp, t,he!
unv!?rnment must. nrr+vSde it:n •.,,ritarn a1.tr)vov71 ttt all sin Ltots
relating to the fi.n.nnt~inn or- 1.1,,, Ilu,lrlin(iI and
IVHEREAS, !.h,� Ci tv ).s r(.,ndV to pror.ned w1,th 1-_11"
f..i,titnci.nq of. the Dui ldinq thr.r+ugh lAlP of the Bonds and
l,r -i f rno •r 1. *, e0 , l .r
.X�:� ti1H E?9iiE;t? �t «,P,„i �.,,,,J �.�1'3 I. �:r. )I: ()y i:np uct �er.rtm�nl• anti
thca Govrrnmpnk• de.sivcg t:(-! Ut.rrn gll•-h nonrowil; qnd
WHORNA5, i-hv, ",:i Nu nnrt +- io Grwiicirnwontt !ir►nia.n
and r.enf:f.irm herein the a mut'.wil
inf:nrC1170:13tiOn nf, 1-1 t? i:E+rmr r.f I !t�• t.•n,1!:{,;
NOW, THEREFORE, in c:'in^ i Cifrr.�i:� rtin rtf the i'tCr'ini f;S fi hr'1"P.r7T'
?'!t1@ of-.11gr clood aIlr3 tr;a1ll.,1)1e t'r7n9i.,ii,va..t:ion, t,}r, rc,c t.-I tt, a11r1
sufficiF)ncy of which fire hpvvr by arknt,wlorlood, the IMrt-ieg hvr-et:0
hereby .-?gr0r :3:�4 f'r, l 1 (:)w.,-
t. ini.1:j.onf:. T,lt ;:,I-m, urr<i he. ri?in in t-Anitati.l1,0
for}r, unless h,-Are'i n, 91nal.l hmve the menni nqs
r�13C` ibnd t:hPrf!t'rl +171d r + l r J r? 15:^.
I. Gt_rtar.:tl_tt•t�_oFiIirinr•i.na t'hc Cit•.y will i,r;ue Nhrs
T;C),tr3� the! S nt r rpST: _nn ..�,}ti F� �A i ?.1.`....�rr� 1 rtr:'3.t.trjmb i o i n 1'ho
1i1C;f7!Ytr? rtl' the 'Tito 11ctnds wi 1 i ho
t.y a 01ridan r?f l;hr' rn;,;l,rY! :ri ,t.hr�r moutlt:g navablr, }w 1.110
G0v,�Tlrnmunt t.o 1:11("? U i.tv tir}r;rlr J- ,r I•i., rr;r: r,f 1:1;f, T,on,39, tanrl no tl;hnr
Dr,O}r31:•ties Or
`C)tin,3{"t7.t�n th��):AtJlt:h. t.,;l lnt.t:�+r?(' Rnt1C15 u,l).1 hh t!"�;']rri
1 t1 r%11 t1pCJY.rar7iitt? Tit-' nr j r .v J �:.,t't1n�: ±;^,?. r':ar r?t,rl nt1 S,1 r 000 r)n. i,tif
89-547
tt isr, vpcnoni7,eri tt,at.: ?(,ldir irnr,1 i,,,s ,)r iiort(as in .mn Ainomit•. not
t r7 r;xne, el C32, (ii)n, f)tlfl Wi 11 tin 1Pt:r??-,a1'y ] 17 order tr1 t.)rOVirip
3ur-Firient t:inanctn,•` to rrml:+lr.tp-tr;auisition rind r_onstruci.ion or -
the Rui.l,dino, The ini!-t,;I ins of I)ctn(Is wi1.lthi.rty-
itectr mat-.tlt:i!;y, wit" I) r ince cn.ly at'. maturity f:uhi+?r.t, to
mandA!-.o'y stnkiriq fUt7(? reki.remenh. and irt1:t-iCoyt: rnvmb1e in
semianri%I !3, in5t mI Im(rnt•.'.'. F.�;rrn4:+nt.rs t)v the Government. to thr+ City
or Annual nontnl.s mn-1 Add! 1 ir,na 1 R(?nl."ls, if mny, tJIlC3C?i: i:ile' t,�?�CE}
twill be ma tic; irf,,nl:hIv i11 F.;+_r'r?,-ir�, ii7 rTt,j1.1A1 (or As near erjual an
DC]SS0110 i11'?tll).r'ip11Ft? over l.ii! !',t;T.'111 ref. the T,r�a3P. Sm-11 naYments
v-i7.1 ter? rauC:f.ir_ipnt i.!? P1.r1iv rr�vF,t_ t�I in(,i.naI all(i int:c,t�rsk, nt)'d
,)rniriums i.f. any, nn all t�t,.t?s c,+.al:st:anrlinra. tZs7d t-.hu, Unvt�Ynmr3tet
Will tin )i.nble. for. .111 'leFic c)nci.rP, with r.egpc.ct t_heret.v bl.It r.nly
through Pavlof ni';i 1l idor I.or,mt' try ►_11+ t,ua�1� rtr url(lPr terms
heron!;. Upon mnturik.y anti 1mvm,,,nl: ill full, with respoct to n1.1
13cm nt surp.lus dp?,;1 s:'!t'vi cry ml"M"' ys, i. r 1rly, wi l i, ho rf"mi t:tr?d h,O
th(? ("nver-nm(nt•. by Ulp Ci t'v'
Zt 19 crrrast' with rt: t0 the
13andr, wi.1.1 h,3ve t;c) })e crlpi till i 7ed '.-li th "011d pe'Uceods nt loas; . ror
the nstimat:ed neri.M of ,,rn, t'+'ucr.ittn of t:he Imil(lin() and tt1<:lt: a
deM, servi.re rr�,erv, a^r.raunl',, ri.indod -with n;7nd pvoce'uds' may be
nocessary in 0rdPT.- t :, nhtAit, f;Atmral:)1.e rat;ingm frolm the
national I recogni zsrl !�eciiv i !' i e s r.1'-.1''no nao-Ific, i v-3. Thar Funding of.
c:Anit:al.ized intet,esl: and of ,a tiphf sorvice raserve ac(,nunt and
the payment: of a1.1 cr,nty r,F i.r;n'.ts+rt(_t:. rt�lryte`d t•n t:!te nond;3 are
recO(lili7(3C1 and :;c:'S nc-,w1, aclrla+0 t•(7 *, l i wi thin t:hc+ cclt_graor ies nr
91 pY'U,'jet,t. t7`3t:9 and Yr_'E?,Q.' +,• > jem,-h. +..,;t:-it:f7 :117<}ei t:}lt�`� 1:C`Yt'1 i or t llt,
1. n ;y !? i? .
A?..l npt 1.11r., 4?]..v cit Fh ft•„t•ttt. (.tt' m 9!.7
11A1%6 1.11r. ac-qu, i F, 1 t Ion t.1 ': tOII`)t1,11Cti()11 U t11t+ l7ui.Iclino
i.ncludinq a(-c;ru(?d interns`• 1:1;ttrr.'with a
Trustee to be Apprai nt:n(i by the 1 17h tl143
the Cnvernmr.,nt .
SUCK 1)(lt: I`C" )00('"i tl!lii ,IF l'tl(` l�(7r,(ae Chat 1 be. !lE c�� a i L,:r 1
wttrl the *I'ru1Lr?f3 an�1 :.Ir,l�).iet9 :ta rrtl 1o',ar3:
i. An eclur 1 i'o at~r.L'.1Nd intcrPt:t, if +xny, can t.i,c.,
Ponds .shall be demos i t:^(1 i n a Sink i nq r1.in(1 l%ccrjunt: r7nci ap"'11
thip rimimant nr i nt.lremr mx.:t .., ",•'? 1:..1 +.1(le can r-.')(� ilonds
%. An irn!';unl_ ,'+(ilt7! 1,!'; r���!•.r, �j! �aSilcitlC�.' Ctf t11F! t"iC)S'1C1r3
sha 1.1. be denay i. I:c,d i rn a i;r,nC,- 1'1) ,n Fund and 1.1e06 to mly r whorl
d1,IP, t.h1? t_OFtt.r, Of lssurlll(: of Lilo r}! ndr3, up,)n aonrovil. by i:ht?
; oil ernrig nt; .
L-1
a
1 An
C, a 1.11. r r4 rlc- n q11 a
be OPOO!; i tcd "n! r
.I n (I v
f, rly
uaym?WL of
rinbt. rt�rvlrc
on
the Pondov.
4. hn n i u
cq 1) j Ln I
n L v ro s I- on
t h(?
Borols shal). b�2 Opp,�rJI ;-,(I Purid
znn(l tranqrerre-1
by the Trustpn to
Acct-,killi. a.9 rLecjpr)
13.3V
Interest nn 4-,hs Brr%rlt,-
Thq orocef�-ds shm I i he clt%posited
In the Construction Funj mnrl clav t.119 co,ts -4,
and C011,9trLIC"t iorl r)(. t-. I) P RIO i 11 i i WAI I s nay m -1 (;11 c ,I
i-",h;-;11 1:19 MR(le 11, y t in on f: )F ;Nnroved n
wr t till bY an au t h or ;1 o-1 v e 1) ru F, c- n f- ve f-)!, 1-11P
Pondint-, turfnf- i 1) Ill(., Cowgi.cuctit-11 17m)(1
for the: purt�o'qqs dr?!,rrib(".3 skl(:I) fumis may be usod to Pay
pri ncipal and inl-.crq-,t Cr .prli n"t%urr c)!l f-.ho F3Ot , i F o -.h r n 1 Cis no I p m I pvc;
n ro a va a b I f, f o r (!h T.N,,j r r;
m
6. and f-'( the parties. con-gi—qtenL
ww-
-T
with Hi p City, s u ti (I f- rsl a n (I j n r-) i hf, 'ernm(,,nt and the intent
of such narties, nc.)twithstaridin,.1 �mv ,-)rovininnu OF the t,nnso-'
.1 ghat q cqu i s 1 t i (.) n r.)f 1. h t e..
and ccmnlntion or- of the 111jilkliml wi.1 I 1.*k.0
of 16 MOnhh" 'JFI.IL Olt., -Ii!rf-: c)j: jSS1,1,1110a of th (-3 1 n i t i
MIT
8eries of Sonrls and 1..*;,%t:- do mol. inhmicl OlAt rAj 111ro of 1--he
titi, 1(3i nq lh.cl 1),g ronntruct--?d t.,:) 'Y' ") ,I f. r- 11) a t i P, 36 mont-JIS
o'k-i'•*vaf�cr thP OFAte of f �-lU*4pq or ll,ndV MhAll.
rnnwHtt3kf3 A rq-Cm;AL by under (:h(? Lease t:o 1(,-%ntl An
both pa r t. i OS n o n t ma n ne 1: comi..11('te
llw, Bul Wiwi hav, n(.A
b(_, e n completes) jjpr)fj 1;)jam :, x p i ji o t -1 c,F t hj3 I)p r I �gl f. or w)) j ch
inhurosi: on the Bt-,n0!: 1),)s y)eF.,r, with Sond or
if for ativ other. ve*p.5,nn I-Ait, railed tO COM1Qs31)C(3
paymetit of, Annual Rs-1-talls and .ir, Additional Rent,11.9, if any,
under thp. Lea.Se Uno) exrc', vol.inki, the G,:)7ornm(:?nt
at its on tho
3,*� e xp i. ra 1- 1 on of p d i , L e v es t. n C, r i the
T)aymeni. of Avmu,il RGnI 1,
1
under the terms of the 1mm-'-,di.f)to1Y
t)plrior) t-,o pur!7))ase the Ol.jildinq clivon by parxic7re"Inh 7..3 of 1-110
L oa,,) q The Ge)verwrfm-07 wj.)1 talr.(,, al). i�tepr, withi.11 ltfl flriwqr LO
mmon)!" to carryr
t
out Its obliclal-Aons under 1 501-11 Q'Ir(D. Ylln m i i,,,, jr
1. h�
Ak,
G r.) v o r n m e n t. to corio Tv ,,y I t h 1 h -, 1, F, T- Ti!.- of this ua raq i,anh shall be
Oeonled to bp A !1ef-!4,)1.t bv r h 0 (-n,,7e rnme n t it rir3,47- f Jv-, I.(, rm,; or t b o,
Tease and shall stit.4ect- the f-v Lhe rnmn(liuss contninc?d
in Section V11T --brrrpnr, w i t 11 oil 1imi't.-O-inti, E h u
ons 0� 0,; C, vr? nh
the B11 i I d i. nq n nr(-Cqr1i tiq r. n r:+ q r A ") 11 s nV
vrocends of• t.1tF 1.! i i;a -t% 1,., a i -I 1 1, at-. t h q cation of thp
Gow? rnme n t, .3 i. t 11 (, r ho 1-11) 1) i e 0 pay rntqp n i n(il rinc f- c: u
i4l"I'l l.0 iaiOM -nl`1'1 11-7,MM 1. L'.1k-1, ; 1.111 X))Q 0. s t kJ)
q Ilu 11. (1 ill q n- r
redeein T;nrieflq-
I'le (-,Ity 1-11(! Uhp G-1ver-11rient-. not i(....Jpal.o t.11vi1-, af-'
I cas t one of mn t,e aid,l i. I: i nn m ! s f, r of I I o n d u w I 11. 1)r. i. r, s u P d
I wh i. (-h Ronds wi 1 1. be .-)my ah"I - -,,n v i '-.y with the i. n i 1:-, 1 1 i e
--I � AV.
or (4xo(nitioii horpof and r!:
t7\, r the TI.nnds, ( a the City
the time of i. s . ua n (, n a n 6
A 1'. 1. C) r n ey f- () r thP t 11 :,haul 1.- 1'. U
a I c rl, -.r)i nion to IOle
underwriters of the gcnds (t)-jp "I.T11(int-Writers" i and the Govarn-
mentf in fQUM 011d cllit)�! 'rr7n cacl--ony ho t 11 � Un 6 CL i :Y Y. -s and
thn Government r!�!qmrdinu thek eluc �-Xof:ution by, And Lhfl w-11-111ity
and the qnforcenhJ.1it,,., -�I' t11e nn(.3 this Consent An.(.1 Apj)rovaj,
Aominst the City and S-Ocll nf-h-,r, mAt t.nt9 An I- * lie r Underwi Let's and
the Government shall vear-onal-0, ' r t.-ociveetr iinO W (:w)ns#*-1 1-.r) the
Uovernmcnt shAll r-Po(lor ;k Ioriy-j nntm.i.nn 4-.P% th6 U,%d,-j,:wj and
the City, In form and subc4tarice r-ilitisr-,-wtory to thA Un+:?rwr,.l-er,.q
anti the City, repar0i no the able nx-5,cut ion bv, and t)l(-. validity
anti ortforcnabil.itv r,'F Lptiie and thin Consont anti Approval
nqainst Hie Govertilmont -ino tho Undnj.-wl-D-xsru
and the City ShA1.1 r(Pi.1SCITV-11:�IN7
8. E x P 0 n S. j.n accord-nnce with Lbe
t-erms of the r..qv tho fe"s and oxon.n.gos incur-rr'd,
with the a 13 n r r-, v a I t 1-1 (-, , by 1- 11 r? Ci t-v Intl those
narties wit:h whom 1--hO Cit.v 1-1,4s 7,onlxAcl�,ad in ro wit.1) the
Issuance of the Br!nds, 1911.0ch I-:,o wide vilicki.hor :,i.- not.
I -lip Sonds care tssue,a nw 01c is --3r)nrr,-.rPd or
8.9-547
IN IVITNU."�,-' k-;lMl
r, C
A mi F 1. o r i ria a ti d thq
n i e rj o q -� f A
n q
1) fj 11 T. rtkl (7111 n r) r
c i v w;
.I
n 1 1.11 Cn t i s n 1'. mnd
A 1: va I
ort t-. I i � Om v
1 p 11
t:'
T'l.'y I A M I F L 0 1 t T I 11
"I'l, J. F:"T.-
Py
C, I
STATM� r)V A!4r,,I,'TrA
.:Y AND
'I'll RQLWl 1 TTIF CW"IRRAL
ADMINTSTRATTON
r4
0
i
21
CITY OF MIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
To: Honorable Mayor and Members
of tl)g City Commission
FROM: Cesar H. Odio
City Manager
RECOMMENDATION:
DATE :
FILE :
SUBJECT: Taxable Rental Revenue Bonds/
Federal Law Enforcement Building
REFERENCES: For City Commission Meeting
of June 7, 1989
ENCLOSURES:
It is respectfully recommended that the attached. Resolution be
approved authorizing the issuance of taxable rental revenue bonds
of the City in the aggregate principal amount of $30,000,000 to
finance the cost of the land acquisition, construction and
development of an office building to be leased by the City to the
U.S. General Services Administration; providing for the payment of
such bonds from rental revenues; approving the form of consent and
approval; authorizing officials of the City to take all necessary
actions in connection with the issuance of such bonds; providing
certain details of such bonds; authorizing and establishing the
criteria for the sales of such bonds to underwriters led by Morgan
Stanley & Co. Inc.; authorizing the issuance of additional bonds
to complete construction; authorizing the validation for such.
additional bonds; and providing for an effective date.
On July 21, 1988, the City Commission adopted Ordinance No. 10464
authorizing the issuance of rental revenue bonds in the principal
amount of $30,000,000 for the development of a Federal Law
Enforcement Building to be leased to the U.S. General Services
Administration (GSA) and provided for the repayment from revenues
derived through lease payments to the City. Ordinance No. 10464
further ratified the executed lease agreement between U.S. GSA and
the City, and authorized validation of the bonds. The bonds were
validated on November 1, 1988.
The attached Resolution authorizes the issuance of taxable rental
revenue bonds in the aggregate principal amount of $30,000,000 to
finance the cost of land acquisition, construction and development
of an approximately 250,000 sq.ft. office building to be leased to
the U.S. GSA and occupied by the U.S. Attorney's Offices and other
Federal Law Enforcement agencies. The bonds shall mature not
later than 30 years from the date of issuance.
Honorable Mayor and Members
of the City Commission
Page Two
The attached Resolution further approves the form of consent and
approval, approves the form of a preliminary official statement,
authorizes the execution and delivery of a final official
statement, and authorizes and establishes the criteria for the
sale of bonds to underwriters led by Morgan Stanley & Co. Inc.
It is estimated that the bonds proceeds will be applied as
follows:
Land Acquisition
$5,000,000
Debt Service Reserve
39,182,000
Capitalized Interest
51000,000
Underwriters Discount
300,000
Bond Issuance Cost
179,250
Construction Costs
N.A.
Since the construction costs cannot be specifically determined
until design and cost proposals are received, evaluated, and a
successful proposer is selected by -the City Commission, additional
bonds will have to be issued for the balance, including related
items as those listed above.. The City Commission is being
requested to authorize the issuance and validation of such
additional bonds. The executed lease with GSA recognized the need
to issue such bonds and guarantees payment of these additional
bonds through rental payments to the City of Miami.
HJB/mim #-l3
Attachments:
Proposed Resolution
0
CITY OF WAMI, FLORIDA
INTER -OFFICE MEMORANDUM
POW honorable Mayor and Members DATE June 6, 1989 rnE
of the C' y Commission
srinjEcl Item #21 Scheduled on June 7, 1989
Commission Agenda
FROM Ce s a H'• l o REFERENCES
City Manager
ENCLOSURES:
Attached for your information are backup materials to Item #21
MR
scheduled on the June 7th Commission agenda related to the issuance
of rental revenue bonds for the proposed Federal Law Enforcement
Building.
cc: City Clerk
City Attorney
Attachments:
Proposed Resolution
Bond Purchase Agreement
Preliminary Offering Statement
Consent & Approval
8'9-547