HomeMy WebLinkAboutR-89-0549J-89-568
6/7/89
0
RESOLUTION NO. S9_5z .
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF
MIAMI, FLORIDA MAKING CERTAIN AMENDMENTS TO RESOLUTION
NO. 89-443, ADOPTED ON MAY 11., 1989 AUTHORIZING THE
ISSUANCE OF THE BONDS HEREINAFTER MENTIONED; APPROVING
THE NEGOTIATED SALE OF THE CITY OF MIAMI, FLORIDA
GUARANTEED ENTITLEMENT REVENUE BONDS, SERIES 1989, IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $6,500,000 TO
THE UNDERWRITERS NAMED HEREIN AT AN EFFECTIVE INTEREST
RATE NOT TO EXCEED TEN PERCENT (10%) IN ONE OR MORE
MATURITIES, NONE OF WHICH SHALL EXCEED THIRTY (30)
YEARS; FINDING THAT A NEGOTIATED SALE OF SAID SERIES
1989 BONDS IS IN THE BEST INTEREST OF THE CITY;
APPROVING THE FORM, EXECUTION AND DELIVERY OF A BOND
PURCHASE AGREEMENT TO EFFECT THE NEGOTIATED SALE OF SAID
SERIES 1989 BONDS; RATIFYING THE PRIOR DISTRIBUTION OF
THE PRELIMINARY OFFICIAL STATEMENT AND APPROVING THE
FORM OF THE PRELIMINARY OFFICIAL STATEMENT AND THE FORM
AND EXECUTION OF THE OFFICIAL STATEMENT, EACH FOR USE IN
CONNECTION WITH THE OFFER AND SALE TO THE PUBLIC OF THE
SERIES 1989 BONDS; AUTHORIZING THE APPOINTMENT OF A BOND
REGISTRAR AND A PAYING AGENT; AUTHORIZING APPROPRIATE
OFFICERS OF THE CITY TO TAKE SUCH INCIDENTAL ACTIONS AS
SHALL BE NECESSARY AND APPROPRIATE TO ACCOMPLISH THE
NEGOTIATED SALE OF THE SERIES 1989 BONDS, INCLUDING BUT
NOT LIMITED TO THE PROCUREMENT OF CREDIT ENHANCEMENT TO
SECURE SAID SERIES 1989 BONDS; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, pursuant to Resolution No. 89-443, adopted by the
City Commission (the "Commission") of The City of Miami, Florida
(the "City") on May 11, 1989 (the "Bond Resolution"), and the
Constitution and the laws of the State of Florida, in particular
Chapter 218, Part II, Florida Statutes, as amended, and Chapter
166, Florida Statutes, as amended from time to time, and pursuant
to the Charter of the City of Miami, as amended (collectively,
the "Act"), the City has authorized the issuance of its Guaran-
teed Entitlement Revenue Bonds, Series 1989 (the "Series 1989
Bonds"), in an aggregate principal amount not to exceed
$6,500,000 for the purpose of financing the costs of certain
capital improvements and equipment within the City; and
WHEREAS, the Bond Resolution provides that certain details
of the Series 1989 Bonds and certain other matters shall be
determined by subsequent proceedings of the City, which shall be
deemed to be supplemental to the Bond Resolution; and
WHEREAS, Chase Securities, Inc., M.R. Beal & Company and
American Government Certificates & Funds (collectively, the
"Underwriters") have offered to purchase the Series 1989 Bonds
pursuant to the terms of the Bond Purchase Agreement (as herein-
p4: -A-1 CITY COMMISSION
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RESOLUTION No. c-397-54
NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
SECTION 1. DEFINITIONS. All capitalized terms not herein
defined shall be as defined in the Bond Resolution.
SECTION 2. AMENDMENTS TO BOND RESOLUTION. The Bond Resolu-
tion is hereby amended as follows:
a. The following definitions appearing in Section 101
shall be amended to read as follows%
"Defeasance Obligations" shall mean, to the extent permitted
by law, U.S. Treasury Certificates, Notes and Bonds (including
State and Local Government Series -- "SLGS"), direct obligations
of the Treasury which have been stripped by the Treasury itself,
"CATS" and "TIGRS" and obligations issued by the following
agencies which are backed by the full faith and credit of the
United States of America:
(1) U.S. Export -Import Bank: Direct obligations or
fully guaranteed certificates of beneficial ownership;
(2) Farmers Home Administration: Certificates of
beneficial ownership;
(3) Federal Financing Bank;
(4) Federal Housing Administration Debentures;
(5) General Services Administration: Participation
certificates;
('6) U.S. Maritime Administration: Guaranteed Title
XI financing;
(7) New Communities Debentures: U.S. government
guaranteed debentures;
(8) U.S. Public Housing Notes and Bonds: U.S.
government guaranteed public housing notes and bonds; and
(9) U.S. Department of Housing and Urban
Development: Project Notes and Local Authority Bonds.
"Permitted Investments" shall mean, to the extent permitted
by law:
A. Direct obligations of the United States of
America (including obligations issued or held in book -entry
form on the books of the Department of the Treasury) or
obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America;
B. Bonds, debentures, notes or other eviden-
ces of indebtedness issued or guaranteed by any of the
following federal agencies and provided such obligations are
backed by the full faith and credit of the United States of
America:
(1) U.S. Export -Import Bank: Direct obligations or
fully guaranteed certificates of beneficial ownership;
(2) Farmers Home Administration:
beneficial ownership;
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Certificates of
89 -545 ,
14OW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
SECTION 1. DEFINITIONS. All capitalized terms not herein
defined shall be as defined in the Bond Resolution.
SECTION 2. AMENDMENTS TO BOND RESOLUTION. The Bond Resolu-
tion is hereby amended as follows:
a. The following definitions appearing in Section 101
shall be amended to read as follows:
"Defeasance Obligations" shall mean, to the extent permitted
by law, U.S. Treasury Certificates, Notes and Bonds (including
State and Local Government Series -- "SLGS"), direct obligations
of the Treasury which have been stripped by the Treasury itself,
"CATS" and "TIGRS" and obligations issued by the following
agencies which are backed by the full faith and credit of the
United States of America:
(1) U.S. Export -Import Bank: Direct obligations or
fully guaranteed certificates of beneficial ownership;
(2) Farmers Home Administration: Certificates of
beneficial ownership;
(3) Federal Financing Bank;
(4) Federal Housing Administration Debentures;
(5) General Services Administration: Participation
certificates;
(6) U.S. Maritime Administration: Guaranteed Title
XI financing;
(7) New Communities Debentures: U.S. government
guaranteed debentures;
(8) U.S. Public Housing Notes and Bonds: U.S.
government guaranteed public housing notes and bonds; and
(9) U.S. Department of Housing and Urban
Development: Project Notes and Local Authority Bonds.
"Permitted Investments" shall mean, to the extent permitted
by law:
A. Direct obligations of the United States of
America (including obligations issued or held in book -entry
form on the books of the Department of the Treasury) or
obligations the principal of and interest on which are
unconditionally guaranteed by the United States of America;
B. Bonds, debentures, notes or other eviden-
ces of indebtedness issued or guaranteed by any of the
following federal agencies and provided such obligations are
backed by the full faith and credit of the United States of
America:
(1) U.S. Export -Import Bank: Direct obligations or
fully guaranteed certificates of beneficial ownership;
(2) Farmers Home Administration:
beneficial ownership;
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Certificates of
89-'54 5 ,
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(3) Federal Financing Bank;
(4) Federal Housing Administration Debentures;
(5) General Services Administration: Participation
certificates;
(6) Government National Mortgage Association
("GNMA"): Guaranteed mortgage -backed bonds and guaranteed
pass -through obligations;
(7) U.S. Maritime Administration: Guaranteed Title
XI financing;
(8) New Communities Debentures: U.S. government
guaranteed debentures;
(9) U.S. Public Housing Notes and Bonds: U.S.
government guaranteed public housing notes and bonds; and
(10) U.S. Department of Housing and Urban
Development: Project Notes; Local Authority Bonds;
C. Bonds, debentures, notes or other
evidences of indebtedness issued or guaranteed by any of the
following U.S. government agencies (non -full faith and cre-
dit agencies):
(1) Federal Home Loan Bank System: Senior debt
obligations;-
(2) Federal Home Loan Mortgage Corporation:
Participation certificates; Senior debt obligations;
(3) Federal National Mort4a4e Association:
Mortgage -backed securities and senior debt obligations; and
(4) Student Loan Marketing Association: Senior debt
obligations;
D. Money market funds registered under the
Federal Investment Company Act of 1940, whose shares are
registered under the Federal Securities Act of 1933, and
having a rating by Standard & Poor's Corporation, or any
successor thereto, of AAAm-G; AAAm; or AAm;
E. Certificates of deposit secured at all
times by collateral described in (A) and/or (B) above. Such
certificates must be issued by commercial banks, savings and
loan associations or mutual savings banks. The collateral
must be held by a third party and the Bondholders must have
a perfected first security interest in the collateral;
F. Certificates of deposit, savings accounts,
deposit accounts or money market deposits which are fully
insured by FDIC or FSLIC;
G. Investment Agreements, including GIC's,
acceptable to the Insurer;
H. Commercial paper rated, at the time of
purchase, "Prime-l" by Moody's Investors Service, Inc. or
any successor thereto or "A-1" or better by Standard &
Poor's Corporation;
I. Bonds or notes issued by any state or
municipality which are rated by Moody's Investors Service,
Inc. or any successor thereto or Standard & Poor's
Corporation or any successor thereto in one of the two
highest rating categories assigned by such agencies;
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j. Federal funds or bankers acceptances with
a maximum term of one year of any bank which has an
unsecured, uninsured and unguaranteed obligation rating of
"Prime-l" or "A3" or better by Moody's Investors Service,
Inc. or any successor thereto and "A-1" or "A" or better by
Standard & Poor's Corporation;
K. Repurchase agreements that are approved by
the Insurer or that satisfy the following criteria:
(1) Repurchase agreements must be between the City
and primary dealers on the Federal Reserve reporting dealer
list or banks rated "A" or better by Standard & Poor's
Corporation or any successor thereto and Moody's Investors
Service, Inc. or any successor thereto.
(2) Repurchase agreements must be collateralized
only by securities described in clauses A or B of this
definition.
(3) Repurchase agreements shall have a term not to
exceed 30 days.
(4) The collateral securities must be delivered to
the City or its agent before or simultaneous with payment.
(5) The collateral securities shall be valued weekly
on a market -to -market basis at current market price plus
accrued interest.
(6) The value of the collateral securities must
equal at all times at least 102% of the amount of cash
transferred by the City to the primary dealer or the dealer
bank that is a party to the repurchase agreement, plus
accrued interest. If the value of the collateral securities
falls below 102% of such amount transferred, plus accrued
interest, then the primary dealer or dealer bank that is a
party to the repurchase agreement shall promptly transfer to
the City or its agent additional collateral cash or
securities in an amount sufficient to remedy the deficiency.
(7) Prior to entry into a repurchase agreement, the
City shall have first obtained an opinion of counsel, which
may be the City Attorney, that such repurchase agreement is
a legal investment for City funds; and
L. The Local Government Surplus Funds Trust
Fund under the auspices of the State Board of Administration
of the State of Florida.
"Pledged Funds" shall mean, collectively, (i) the Guaranteed
Entitlement Revenues, except for such portion of the Guaranteed
Entitlement Revenues temporarily excluded from the pledge of this
Resolution pursuant to Section 302, and, (ii) except for moneys,
securities and instruments in the Rebate Fund, all moneys, secu-
rities and instruments held in the Funds and Accounts created and
established by this Resolution.
b. The following new definitions shall be inserted
in Section 101:
"Insurance Policy" shall mean the policy of municipal bond
insurance issued by the Insurer pursuant to which the Insurer
guarantees payment when due of the principal of and interest on
the Series 1989 Bonds.
"Insurer" shall mean Municipal Bond Investors Assurance
Corporation or any successor thereto.
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89--5 49 .
c. The second paragraph of Section 202 shall be
amended to read as follows:
Unless otherwise specified by the City in subsequent
proceedings, the Bonds of a Series shall be dated as
determined by subsequent proceedings of the City relating to
the issuance of such Series of Bonds; shall bear interest,
which may be fixed or variable, from their date at a rate
not exceeding the legal rate per annum, with interest mailed
to the registered Holder thereof on each Interest Payment
Date by the Paying Agent at the address shown on the regis-
tration books of the City (held by the Registrar) at the
close of business on the 15th day of the calendar month pre-
ceding an Interest Payment Date (in each case a "Regular
Record Date"), except for (i) Capital Appreciation Bonds
which shall bear interest as described under the defined
term Accreted Value, payable only upon redemption, accelera-
tion or maturity thereof and (ii) Capital Appreciation and
r
Income Bonds which shall bear interest as described under
the defined term Appreciated Value, payable on the amount
due at maturity but only from and after the Interest Com-
mencement Date; shall be lettered and shall be numbered in
such manner as determined by subsequent proceedings of the
City relating to the issuance of such Series of Bonds; shall
be in the denomination of $5,000 or any integral multiple
thereof, except for (i) Capital Appreciation Bondj, which
may be initially issued in any denomination so long as their
Accreted Value at maturity shall be $5,000 or any integral
multiple thereof and (ii) Capital Appreciation and Income
Bonds, which may be initially issued in any denomination so
long as their Appreciated Value at the Interest Commencement
Date shall be $5,000 or any integral multiple thereof; and
shall mature on such dates, in such years and in such
amounts, as determined by subsequent proceedings of the City
relating to such Series of Bonds. Notwithstanding anything
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in this paragraph to the contrary, any interest not.punc
tually paid on an Interest Payment Date shall forthwith
cease to be payable to the registered Holder on the Regular
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Record Date and may be paid to the registered Holder as of
the close of business on a special record date for the pay-
ment of such defaulted interest to be fixed by the Paying
Agent, notice of which shall be given not less than 10 days
prior to such special record date to the registered Holders.
d. Section 302 shall be amended to read as follows:
SECTION 302. BONDS SECURED BY PLEDGE OF PLEDGED
FUNDS. The payment of the principal of, interest and
premium, if any, on all of the Bonds issued hereunder and
any additional parity Bonds hereafter issued, as provided
herein, shall be secured forthwith equally and ratably by a
first lien on and pledge of the Pledged Funds. The
Guaranteed Entitlement Revenues in an amount sufficient to
pay the principal of and interest on the Bonds herein
authorized and to make the payments into the Sinking Fund
(hereinafter created and established) and all other payments
provided for in this Resolution, as well as moneys held in
the funds and accounts created under this Resolution (other
than the Rebate Fund), are hereby irrevocably pledged to the
payment of the principal of and interest on the Bonds
authorized herein, and other payments provided for herein,
as the same become due and payable; provided, however, that
the City may, pursuant to proceedings of the Commission and
for the purposes authorized in such proceedings, temporarily
exclude from the pledge hereof a portion of the Guaranteed
Entitlement Revenues in an amount not to exceed $2,000,000
each year for no longer than the greater of (i) a period of
seven years from the date of such proceedings of the Commis-
sion, or (ii) such period as is required to make all pay-
ments of the principal of and interest on any indebtedness
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of the City to be secured by the portion of the Guaranteed
Entitlement Revenues temporarily excluded from the pledge of
this Resolution pursuant to proceedings of the Commission.
The final maturity of any such indebtedness shall not exceed
seven years from the date of incurrence of such
indebtedness. Upon the expiration of the period during
which such portion of the Guaranteed Entitlement Revenues
has been temporarily excluded from the pledge of this
Resolution, such portion shall again become subject to the
pledge hereof and shall constitute a portion of the Pledged
Funds.
The Bonds and the obligation evidenced thereby shall
not constitute a lien upon any property of or in the City,
but shall constitute a lien only on the Pledged Funds all in
the manner provided in this Resolution.
e. Section 304(C) shall be amended to read as
follows:
C. GUARANTEED ENTITLEMENT FUND. As soon as the
same are received by the City, all of the Guaranteed
Entitlement Revenues shall be forthwith deposited in a
special fund designated as the "Guaranteed Entitlement
Fund"; provided, however, that for so long as any amount of
the Guaranteed Entitlement Revenues has been temporarily
excluded from the pledge of this Resolution pursuant to
Section 302, only a proportionate share of each payment of
Guaranteed Entitlement Revenues received by the City, equal
to the product of the amount of such payment multiplied by
the ratio of the amount of Guaranteed Entitlement Revenues
remaining subject to the pledge hereof over the total amount
of Guaranteed Entitlement Revenues to which the City is
entitled, shall be deposited in the Guaranteed Entitlement
Fund. The remaining share of each payment of Guaranteed
Entitlement Revenues received by the City may be deposited
to such other funds or accounts and may be used for such
purposes as shall be provided in the proceedings of the
Commission authorizing the temporary exclusion of such
portion of the Guaranteed Entitlement Revenues from the
pledge hereof pursuant to Section 302. The Guaranteed
Entitlement Fund shall constitute a trust fund for the
purposes provided in this Resolution and shall be maintained
separate and distinct from all other funds of the City and
used only for the purposes and in the manner provided in
this Resolution.
f. The first and second paragraphs of Section 304
(D)(3) shall be amended to read as follows:
(3) Guaranteed Entitlement Revenues shall next
be used, to the full extent necessary, for deposit
into the Debt Service Reserve Account on the fifteenth
(15th) day of each month in each year, beginning with
the fifteenth (15th) day of the first full calendar
month following the date on which any or all of the
Bonds of such Series issued hereunder are delivered to
the purchaser thereof, such sums as shall be at least
sufficient to pay an amount equal to the difference
between the amount on deposit in the Debt Service
Reserve Account (including any Reserve Account Insur-
ance Policy or Reserve Account Letter of Credit) and
the Maximum Annual Debt Service for the Bonds Out-
standing, and, provided, further, that no payments
shall be required to be made into the Debt Service
Reserve Account whenever and as long as the amount
deposited therein (including any Reserve Account Insu-
rance Policy or Reserve Account Letter of Credit)
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shall be equal to the Maximum Annual Debt Service for
the Series 1989 Bonds Outstanding.
Notwithstanding the foregoing provisions, in
lieu of or in substitution for the required deposits
of Guaranteed Entitlement Revenues (including existing
gym
deposits of Guaranteed Entitlement Revenues) into the
Debt Service Reserve Account, the City, with the prior
written consent of the Insurer, may cause to be depo-
sited into the Debt Service Reserve Account a Reserve
Account Insurance Policy or a Reserve Account Letter
of Credit for the benefit of the holders of the Bonds
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Outstanding in an amount equal to the difference bet-
-
weep the Maximum Annual Debt Service for the Bonds
Outstanding and the sums then on deposit in the Debt
Service Reserve Account, if any, which Reserve Account
Insurance Policy or Reserve Account Letter of Credit
(upon the giving of notice as required thereunder)
shall be payable or available to be drawn upon, as the
case may be, on any Interest Payment Date on which a
deficiency exists which cannot be cured by moneys in
any other fund or account held pursuant to this Reso-
lution and available for such purpose. If a disburse-
ment is made under a Reserve Account Insurance Policy
or a Reserve Account Letter of Credit, the City shall
be obligated to either reinstate the maximum limits of
such Reserve Account Insurance Policy or Reserve
Account Letter of Credit immediately following such
disbursement equal to the Maximum Annual Debt Service
for the Bonds Outstanding or to deposit into the Debt
Service Reserve Account from the Guaranteed Entitle-
ment Revenues, as herein provided, funds in the amount
of the disbursements made under such Reserve Account
Insurance Policy or Reserve Account Letter of Credit,
or a combination of such alternatives as shall equal
the Maximum Annual Debt Service for the Bonds Out-
standing.
g. Section 304(G) shall be amended by inserting the
following subparagraph after subparagraph (3):
(4) The Insurer shall have consented in
writing to the issuance or incurrence of such Alterna-
tive Parity Debt.
h. Section 304(H) shall be amended as follows:
i. Section 304(H)(2) shall be amended to read
as follows:
(2) Either (a) the amount of the Guaranteed
Entitlement Revenues, if the exclusion set forth in
Section 302 shall have been implemented by the City
and shall have ceased to be effective upon the
issuance of such additional parity Bonds, or (b)
otherwise, the amount of the Guaranteed Entitlement
Revenues less $2,000,000, during the immediate
preceding Fiscal Year or any twelve (12) consecutive
months selected by the City of the eighteen (18)
months immediately preceding the issuance of said
additional parity Bonds, as certified by an inde-
pendent certified public accountant, were at least
equal to one hundred five percent (105%) of the Maxi-
mum Annual Debt Service on (1) the Bonds originally
issued pursuant to this Resolution and then Out-
standing, (2) any additional parity Bonds and Alterna-
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89-549 .
tive Parity Debt theretofore issued and then
Outstanding, and (3) the additional parity Bonds then
proposed to be issued.
ii. The following subparagraphs shall be
inserted after subparagraph (3):
(4) Additional parity Bonds which are
Extendible Maturity Bonds, Balloon Bonds or Interim
Bonds may be issued only with the prior written con-
sent of the Insurer.
(5) Additional parity Bonds which are Variable
Rate Bonds or Put Bonds may be issued only with the
prior written consent of the Insurer.
(6) If the City has entered into any agreement
with the issuer of a Credit Facility or Liquidity
Facility which involves a lien on Guaranteed
Entitlement Revenues on a parity with that of the
Series of Bonds or portion thereof which is supported
by such Credit Facility or Liquidity Facility, for
purpose of subparagraph (2) of this paragraph, Maximum
Annual Debt Service shall include the payment obliga-
tions of the City with respect to such Credit Facility
or Liquidity Facility which, upon the issuance of such
Credit Facility or Liquidity Facility, are capable of
being quantified, but only to the extent that such
payment obligations with respect to a Credit Facility
or Liquidity Facility have not otherwise been included
in Maximum Annual Debt Service of the Series of Bonds
or portion thereof which is supported by the Credit
Facility or Liquidity Facility.
i. Section 601 shall be amended by inserting after
the fifth paragraph thereof the following sentence:
A copy of any amendment to this Resolution con-
sented to by the Insurer shall be mailed by the City
or, at the direction of the City, by the Paying Agent
to Standard & Poor's Corporation and Moody's Investors
Service, Inc., or to their respective successors.
SECTION 3. DETAILS OF THE SERIES 1989 BONDS. The effective
interest rate on the Series 1989 Bonds shall not exceed ten per-
cent (10%). For the purposes of the preceding sentence, the
effective interest rate shall be determined in accordance with
the "Canadian" or "true" interest cost method of calculation by
doubling the semi-annual interest rate (compounded semi-annually)
necessary to discount the debt service payments from the payment
date to the date of the Series 1989 Bonds and to the purchase
price thereof set forth in the Bond Purchase Agreement, not
including interest accrued to the date of delivery. The effec-
tive interest rate to be borne by the Series 1989 Bonds shall be
determined by the City Manager (or such Assistant City Manager as
he shall designate) at the time of execution of the Bond Purchase
Agreement and shall be, in the judgment of such officer and sub-
ject to the maximum rate limitation set forth above, the lowest
rate available to the City under then current financial condi-
tions taking into consideration the maturities and mandatory
prepayment dates, if any, established for the Series 1989 Bonds.
The Series 1989 Bonds shall be in such aggregate principal amount
not to exceed $6,500,000 and may be subject to optional or manda-
tory prepayment, as approved by the City Manager (or such Assis-
tant City Manager as he shall designate). The Series 1989 Bonds
shall be sold at an underwriting discount or fee not to exceed
two percent (2%) of the total of the aggregate principal amount
of the Series 1989 Bonds. The Series 1989 Bonds may be sold at
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such premium or at such original issue discount as shall be
approved by the City Manager (or. such Assistant City Manager as
he shall designate), the execution of the Bond Purchase Agreement
by the City, as provided in Section 5 of this Resolution, to be
conclusive evidence of such approval by the City Manager. The
Series 1989 Bonds may be issued in one or more series and may
mature on one or more dates, provided that the final maturity of
any of the Series 1989 Bonds shall not exceed thirty (30) years,
and provided further that the average life of all of the Series
1989 Bonds shall not exceed twenty-five (25) years.
All of the particulars of this Section 3, and such other
characteristics as may be necessary or advisable to be included
in the Series 1989 Bonds or in relation to the issuance of the
Series 1989 Bonds, including, without limitation, the dated date
of the Series 1989 Bonds, as approved by the City Manager (or
such Assistant City Manager as he shall designate), shall be
contained in the Bond Purchase Agreement. The form of the Series
1989 Bonds and other provisions relating to the Series 1989
Bonds, including the provisions with respect to signatures,
authentication and payment, shall be as provided in the Bond
Resolution.
SECTION 4. NEGOTIATED SALE REQUIRED. The Commission hereby
finds, ascertains, determines and declares that a negotiated sale
of the Series 1989 Bonds is in the best interest of the City and
is necessary on the basis of the following reasons, as to which
specific findings are hereby made: (i) the complex character of
the issuance of the Series 1989 Bonds requires lengthy and
detailed structuring which could be unreasonably restricted by
the lack of the flexibility of bidders at competitive sale; and
(ii) prevailing market conditions have resulted in rapidly
changing and broadly varying interest rates, the negative effects
of which on the issuance of the Series 1989 Bonds will be mini-
mized by a negotiated sale.
SECTION 5. BOND PURCHASE AGREEMENT APPROVED. The proposal
submitted by the Underwriters at this meeting in the form of the
Bond Purchase Agreement to be entered into by and between the
City and the Underwriters, a copy of which is attached hereto as
Exhibit A to this Resolution (the "Bond Purchase Agreement"), is
hereby adopted as to form. The Bond Purchase Agreement shall be
accepted and the Series 1989 Bonds shall be awarded to the Under-
writers at the prices and upon the terms and conditions stated in
the Bond Purchase Agreement, provided such prices, terms and
conditions are in compliance in all respects with the conditions
and limitations of Section 3 of this Resolution. Subject to the
foregoing, the Mayor or Vice Mayor, and the City Attorney as to
the form of the Bond Purchase Agreement, are hereby authorized,
empowered and directed, in the name and on behalf of the City, to
execute and deliver the Bond Purchase Agreement in form substan-
tially equivalent to the form attached hereto as Exhibit A, with
such changes, additions and deletions as may be approved by the
Mayor, the Vice Mayor or the City Manager, the execution of the
Bond Purchase Agreement by the Mayor or Vice Mayor and as to form
by the City Attorney to be conclusive evidence of the approval of
any such changes, additions and deletions.
SECTION 6. PRELIMINARY OFFICIAL STATEMENT RATIFIED. The
Commission hereby approves the Preliminary Official Statement
relating to the Series 1989 Bonds (the "Preliminary Official
Statement"), which shall be substantially in the form attached
hereto as Exhibit B, with such changes, additions or deletions as
may be approved by the Director of Finance. The prior use and
distribution of the Preliminary Official Statement by the
Underwriters in connection with the offering and sale of the
Series 1989 Bonds is hereby ratified, confirmed and approved.
SECTION 7. OFFICIAL STATEMENT APPROVED. The Commission
hereby authorizes the preparation of the Official Statement to be
used in the actual offer and sale of the Series 1989 Bonds to the
public (the "Official Statement") and hereby approves the Offi-
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89 `54S•
vial Statement, which shall be substantially in the form of the
Preliminary Official Statement attached hereto as Exhibit B, with
such changes, additions or deletions as shall be necessary and
appropriate to reflect the terms of the sale of the Series 1989
Bonds by the City to the Underwriters and the terms of the resale
thereof by the Underwriters to the public. The Commission hereby
approves future use by the Underwriters of the Official Statement
in connection with the offering of the Series 1989 Bonds to the
public and hereby authorizes the preparation and use by the
Underwriters of any supplement or amendment to the Official
Statement which is necessary so that the Official Statement does
not include any untrue statement of a material fact and does not
omit to state a material fact necessary to make the statements
contained therein, in light of the circumstances under which they
were made, not misleading. The Official Statement and any sup-
plement or amendment thereto shall be approved by the Mayor, the
Vice Mayor or the City Manager, such approval to be evidenced by
the execution of a certificate by the Mayor, the Vice Mayor or
the City Manager and by the execution of an acknowledgment on
such certificate by the City Attorney that the City Attorney has
approved the Official Statement as to form.
The Mayor, the Vice Mayor or the City Manager is hereby
authorized, empowered and directed to execute the Official State-
ment and any supplement or amendment thereto, after the Official
Statement or such supplement or amendment thereto has been
approved as provided in this Section 6.
SECTION 8. APPOINTMENT OF BOND REGISTRAR AND PAYING AGENT.
Florida National Bank, Fort Lauderdale, Florida, is hereby
appointed as Registrar and Paying Agent for the Series 1989 Bonds
under and pursuant to the Bond Resolution.
SECTION 9. FURTHER OFFICIAL ACTION. The Mayor, the Vice
Mayor, the City Manager, the Assistant City Managers, the
Director of Finance, the City Attorney, the City Clerk and other
officials and officers of the City are hereby authorized, em-
powered and directed to execute and deliver such other documents
and take such other actions (including, but not limited to, the
procurement of a municipal bond insurance policy to secure the
Series 1989 Bonds) as shall be necessary and appropriate to
accomplish the performance of the obligations of the City in
respect thereof. The Mayor, the Vice Mayor or the City Manager
is hereby authorized to agree to such requirements as may be
imposed by the issuer of any municipal bond insurance policy or
by any rating agency with respect to the Series 1989 Bonds as a
condition of such credit enhancement or rating and are hereby
authorized to amend such documents approved in this Resolution as
may be necessary to comply with such requirements.
SECTION 10.SEVERABILITY OF INVALID PROVISIONS. If any
section, paragraph, clause or provision of this Resolution shall
for any reason be held to be invalid or unenforceable, the inva-
lidity or unenforceability of such section, paragraph, clause or
provision shall not affect any remaining provisions of this Reso-
lution, but this Resolution shall be construed and enforced as if
such illegal or invalid provision or provisions had not been
contained herein.
SECTION 11. REPEALING CLAUSE. Any resolution inconsistent
with this Resolution is hereby repealed to the extent of such
inconsistency.
- 10 -
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In
En
SECTION 12. TIME OF TAKINrG EFFECT. This Resolution shall
take effect immediately upon its adoption.
PASSED AND ADOPTED this 7th day of June, 1989.
(SEAL)
RAVIER L.
AT
Y HIRAI, City Clerk
PREPARED AND APPROVED BY:
49
A M444-t .�;z lizaA-IC
Assistant City Attorney
APPROVED AS TO FORM AND
CORRECTNESS:
�Y ,'i
JO GE FE EZ
City Attor e
, Mayor
BOND PURCHASE AGREEMENT
$6,500,000
The City of Miami, Florida
Guaranteed Entitlement Revenue Bonds
Series 1989
June 15, 1989
The Board of City Commissioners
The City of Miami, Florida
3006 Aviation Avenue
Second Floor
Miami, Florida 33133
Ladies and Gentlemen:
E7G)M I ON COPY
The undersigned, on behalf of Chase Securities, Inc., M. R. Beal &'
Company and American Government Certificates & Funds (the "Underwriters")
offer to enter into the following agreement (the "Agreement") with The City of
Miami, Florida (the "Issuer"), which, upon the written acceptance of this
offer by the Issuer, will be binding upon the Issuer and the Underwriters.
This offer is made subject to the Issuer's written acceptance by execution of
this Agreement and its delivery of same on or before 5:00 p.m., Eastern
Daylight Time, today.
Section 1. Upon the terms and conditions and upon the basis of the
representations set forth herein, the Underwriters agree to purchase from the
Issuer for offering to the public, and the Issuer agrees to sell to the
Underwriters for such purpose, all (but not less than all) of the $6,500,000
aggregate principal amount of the Issuer's Guaranteed Entitlement Revenue
Bonds, Series 1989 (the "Bonds"). The Bonds will be dated, mature and bear
interest at the rate or rates set forth in Exhibit B and on the cover of the
Official Statement referred to below. The purchase price of the Bonds will be
$6,391,645 (which represents the original principal amount of the Bonds less
an underwriting discount of $108,355), plus accrued interest (calculated on
the basis of a 360-day year consisting of twelve thirty -day months) on the
Bonds from June 1, 1989 to the date of delivery of the Bonds pursuant to this
Agreement (with such payment and delivery collectively referred to as the
"Closing").
The Preliminary Official Statement of the Issuer, dated June 8, 1989,
together with all appendices thereto, is herein called the "Preliminary
Official Statement". The final Official Statement (in substantially the form
of the Preliminary Official Statement marked to incorporate final terms of the
Bonds), together with such other changes, amendments or supplements as may be
made and approved by the Underwriters and the Issuer prior to Closing is
hereinafter called the "Official Statement."
8 9 - 4',S.
3
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In conformance with Section 218.385, Florida Statutes, as amended, the
Underwriter hereby delivers the Disclosure Statement attached hereto as
Exhibit "A".
The terms and provisions of the Bonds will be as described in, and the
Bonds will be issued and secured under and pursuant to, the Bond Resolution
adopted by the Issuer on May 11, 1989, as amended and supplemented by a Series
Resolution adopted by the Issuer on June 7, 1989 (collectively, the
"Resolution") substantially in the form heretofore delivered to us. The
Underwriters agree to make a bona fide public offering of the Bonds at not in
excess of the initial public offering prices (which may be expressed in terms
of yield) set forth on the cover page of the Official Statement. The Bonds
may be offered and sold to certain dealers (including the Underwriters and
other dealers depositing such Bonds into investment trusts) at a price or
prices lower than such public offering prices. Subsequent to the initial
public offering, the Underwriters reserve the right to change the initial
offering price as they deem necessary in connection with the marketing of the
Bonds.
Section 2. The payment for and acceptance of the Bonds by the
Underwriters, and delivery and execution on behalf of the Underwriters of any
receipt for the Bonds and any other instruments in connection with the Closing
will be valid and sufficient for all purposes and binding upon the
Underwriters.
Section 3. There is herewith delivered to the Issuer a certified,
official bank or corporate check, to the order of the Issuer in the amount of
$65,000, equal to approximately 1% of the aggregate principal amount of the
Bonds (the "Good Faith Check"), as a good faith deposit for the performance by
the Underwriters of their obligation to accept and pay for the Bonds at the
Closing in accordance with the terms and provisions of this Agreement. In the
event that the Issuer does not accept this offer, the Good Faith Check will be
immediately returned to the Underwriters. If this offer is accepted, the Good
Faith Check will be retained uncashed by the Issuer subject to the following:
(a) The Issuer will return to the Underwriters the Good Faith Check
or credit a principal amount of the Bonds which is equal to the amount of
the Good Faith Check to the Underwriters once the Underwriters have
performed their obligation to accept and pay for the Bonds at the Closing
in accordance with this Agreement. There will be no interest due the
Underwriters for the time during which the Issuer holds the Good Faith
Check;
(b) In the event the Issuer fails to deliver the Bonds to the
Underwriters on the Closing Date (hereinafter defined) or if the Issuer
is unable at or prior to the Closing Date to satisfy the conditions to
the obligations of the Underwriters contained herein, or if the
obligations of the Underwriters are terminated for any reason permitted
hereby, the Good Faith Check will forthwith be returned to the
Underwriters by the Issuer; and
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(c) If the Underwriters fails (other than for a reason permitted
hereby) to accept and pay for the Bonds upon tender thereof by the Issuer
as provided herein, the Good Faith Check will be retained by the Issuer
as and for full liquidated damages for such failure and for any and all
defaults on the part of the Underwriters, and the Underwriters will be
fully released and discharged of all claims and damages for such failure
and for any and all such defaults.
Section 4. The Issuer will deliver or cause to be delivered to the
Underwriters promptly after the Issuer's acceptance hereof (a) two copies of
the Resolution, certified by the Mayor or the Clerk of the Issuer, (b) two
executed copies of the Official Statement signed by the Mayor of the Issuer;
and (c) two fully -executed copies of this Agreement. The Issuer authorizes
the use of copies of the Official Statement and the Resolution in connection
with the public offering and sale of the Bonds. The Issuer ratifies the
distribution by the Underwriters, prior to the date hereof, of the Preliminary
Official Statement in connection with the public offering of the Bonds.
Definitions of terms in the Official Statement and the Resolution will apply
to this Agreement unless the terms are otherwise defined herein.
After the Closing and during the shorter of (1) the period during which
the Underwriters are offering Bonds that constitute the whole or part of
unsold Bonds or (2) the period ending 90 days after the Closing, the Issuer
will prepare forthwith and furnish to the Underwriters a reasonable number of
copies of any amendment of or supplement to the Official Statement (in form
and substance satisfactory to the Underwriters) which is necessary, because of
the occurrence of an event relating to or affecting the Issuer or the issuance
of the Bonds or the application of the proceeds thereof, in order that the
Official Statement will not contain an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at the time the Official
Statement is delivered to a purchaser, not misleading. The Issuer promptly
will notify the Underwriters of the occurrence of any event that, in its
opinion, requires an amendment or supplement to the Official Statement.
Section 5. The Issuer represents and agrees with the Underwriters as
follows:
(a) Both at the time of acceptance of this offer by the Issuer and
at the date of Closing, the statements and information contained in the
Preliminary Official Statement (except as changed by the Official
Statement) and in the Official Statement are and will be true, correct
and complete in all material respects and the Official Statement does not
and will not omit any statement or information that is necessary to make
the statements and information therein, in the light of the circumstances
under which they were made, not misleading in any material respect;
-3-
9 9 9 3 p
9-549 .
(b) The Issuer is and will be at the date of Closing a municipality
of the State of Florida (the "State"), created and validly existing as a
municipal corporation under and by virtue of the State Constitution and
the laws of the State (the "Act");
(c) in accordance with the Act, (i.) the Issuer. has full legal
right, power and authority -M to approve and deliver the Preliminary
Official Statement and the Official Statement and to enter into, execute
and deliver this Agreement, the Resolution and the Official Statement,
(2) to sell, issue and deliver the Bonds to the Underwriters as provided
herein, and (3) to carry out and consummate the transactions contemplated
by this Agreement, the Resolution and the Official Statement; and
(ii) the Issuer has complied with, and will at the Closing be in
compliance in all respects with, the terms of the Act and the Resolution
and with the obligations on its part contained in this Agreement, the
Resolution and the Bonds;
(d) When delivered to and paid for by the Underwriters at the
Closing in accordance with the provisions of this Agreement, the Bonds
will have been duly authorized, executed, issued and delivered and will
constitute valid obligations payable solely from the pledged portion of
the Guaranteed Entitlement Revenues, which must be shared with the City
by the State of Florida pursuant to the provisions of Chapter 218, Part
II, Florida Statutes (the "Revenue Sharing Act"), and all moneys,
securities and instruments held in the funds and accounts, except the
Rebate Fund, created pursuant to the Resolution of the Issuer, in
conformity with, and will be entitled to the benefit and security of, the
Resolution;
(e) The authorization, execution and delivery of this Agreement and
the Resolution, the adoption of the Resolution and compliance with the
provisions thereof under the circumstances contemplated hereby, will not
in any material respect conflict with or constitute on the part of the
Issuer a breach of or default under any agreement or other instrument to
which the Issuer is a party or any existing law, ordinance,
administrative regulation, court order or consent decree to which the
Issuer is subject;
(f) The Issuer will furnish such information, execute such
instruments and take such other action in cooperation with the
Underwriters as the Underwriters may reasonably request in order (i) to
qualify the Bonds for offer and sale under the Blue Sky or other
securities laws and regulations of such states and other jurisdictions of
the United States of America as the Underwriters may designate, (ii) to
determine the eligibility of the Bonds for investment under the laws of
such states and other jurisdictions, and (iii) to continue such
qualifications in effect so long as required for the distribution of the
Bonds; provided that the Issuer will not be required. to qualify to do
business or submit to service of process in any such jurisdiction;
-4-
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89-549
(g) Between the date of this Agreement and the time of Closing, the
Issuer will not, without the prior written consent of the Underwriters
which consent will not unreasonably be withheld, offer or issue any
bonds, notes or other obligations for borrowed money or incur any
material liabilities, direct or contingent, which would be payable from
the sources to be pledged to the payment of the Bonds except such
obligations and liabilities as may be described in the Official Statement
or the Resolution;
(h) Except as described in the Official Statement, there is no
action, suit, proceeding, inquiry or investigation of any nature at law
or in equity, before or by any court, governmental agency, public board
or body pending or, to the knowledge of the Issuer, threatened, seeking
to restrain or enjoin the issuance, sale, execution or delivery of the
Bonds or the performance of any of the covenants contained in this
Agreement or the Resolution or in any way questioning or affecting
(i) the transactions contemplated by this Agreement, the Resolution or
the Official Statement, (ii) the right or authority of the Issuer to pay
the Bonds, including any applicable premiums, or to carry out the terms
and provisions of this Agreement and the Resolution, (iii) the validity
of the Bonds or any provision made for the payment of principal of,
premium, if any, or interest on the Bonds or the power of the Issuer to
perform its obligations under this Agreement or the Resolution or
(iv) the receipt of the Guaranteed Entitlement Revenues from the State;
and neither the existence of the Issuer nor the right of the members of
the Board of City Commissioners of the Issuer to their offices nor the
titles of the officers of the Issuer to their respective offices are
being contested, and no authority or proceeding for the issuance of the
Bonds has been repealed, revoked or rescinded;
(i) As of the date of this Agreement, all approvals required with
regard to the issuance of the Bonds have been obtained and have not been
repealed, revoked or rescinded; and
(j) Any certificate signed by any officer of the Issuer and
delivered to the Underwriters will be deemed to be a representation by
the Issuer to the Underwriters as to the truth of the statements
contained in such certificate.
Section 6. At 10:00 a.m., Eastern Daylight Time, on June 29, 1989 or at
such other time or on such earlier or later date as the Issuer and the
Underwriters mutually agree upon (herein called the "Closing Date"), the
Issuer will deliver the Bonds or cause the Bonds to be delivered, in typed or
printed form, to the Underwriters at a location to be designated by the
Underwriters or at such other place as may be mutually agreed upon, together
with the other documents hereinafter mentioned; and the Underwriters will
accept such delivery and pay the purchase price thereof as set forth in
Section 1 hereof by check or draft payable in New York Clearing house funds
(except for the portion of the purchase price that may be required for payment
on the Closing Date of the premium for the Insurance Policy, described below,
which will be paid by wire transfer, if required) to or for the accounts of
the Issuer upon the written direction of the Issuer.
4 -5-
9993p
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i
Section a. The Underwriters have entered into this Agreement in. reliance
upon the representations and agreements of the Issuer herein and the
performance by the Issuer of its obligations hereunder, both as of the date
hereof and as of the Closing Date. The Underwriters' obligations under this
Agreement are and will be subject to the following further conditions:
9 9 9 3 p
(a) At the time of Closing, (i) the Official Statement and the
Resolution must be in full force and effect and shall not have been
amended, modified or supplemented except as may have been agreed to in
writing by the Underwriters, (ii) the proceeds of the sale of the Bonds
will be applied as described in the Official Statement, (iii) the Issuer
will have duly adopted and there will be in full force and effect such
resolutions of the Issuer as, in the opinion of Greenberg, Traurig,
Hoffman, Lipoff, Rosen & Quentel, P.A. and George F. Knox, Esq., Co -Bond
Counsel, or Kutak Rock & Campbell and Armando J. Bucelo, Jr., Esq.,
Counsel for the Underwriters, are necessary in connection with the
transactions contemplated hereby and by the Resolution and the Official
Statement, (iv) the Issuer will perform or will have performed allof the
obligations required under or specified in this Agreement and the
Resolution to be performed at or prior to the Closing; and (v) the
representations of the Issuer contained in this Agreement will be true,
complete and correct on this date and on the Closing Date, as if then
made;
(b) The Underwriters have the right, pursuant to written notice
given to the Issuer, to cancel their obligations to purchase the Bonds,
if between the date hereof and the Closing any of the following occurs:
M legislation has been introduced or enacted by the Congress of the
United States or by the State or adopted by either House of the Congress
or favorably reported for passage to either House of the Congress or any
Committee of such House to which such legislation has been referred for
consideration or recommended to Congress or otherwise endorsed for
passage, or legislation pending in the United States Congress has been
amended, or a decision has been rendered by a court of the United States
or the State, including the United States Tax Court, or a ruling has been
made or a regulation has been proposed or promulgated or a press release
or other form of notice has been issued by the United States Treasury
Department or the Internal Revenue Service or other federal or State
authority, with respect to federal or State taxation upon revenues or
other income of the general character to be derived by the Issuer, or by
any similar body, or upon interest on obligations of the general
character of the Bonds, that may have the purpose or effect, directly or
indirectly, of changing the federal income tax consequences of any of the
transactions contemplated in connection herewith or that, in the
reasonable opinion of the Underwriters, affects materially and adversely
the market price for the Bonds, or the market price generally of
obligations of the general character of the Bonds; or (ii) a stop order,
ruling or regulation by the Securities and Exchange Commission or any
other governmental agency having jurisdiction of the subject matter has
been issued or made to the effect that the issuance, offering or sale of
89-54 .
obligations of the general character of the Bonds, or the issuance,
offering or sale of the Bonds, including all the underlying obligations,
as contemplated hereby or by the Official Statement, is in violation or
would be in violation of any provision of the federal securities laws,
including the Securities Act of 1933, as amended and as then in effect
(the "Securities Act"), the Securities Exchange Act of 1934, as amended
and as then in effect (the "Securities Exchange Act") or the Trust
Indenture Act of 1939, as amended and as then in effect (the "Trust
Indenture Act"); or (iii) legislation has been enacted by the United
States Congress, or a decision by a court of the United States of America
shall be rendered, to the effect that obligations of the general
character of the Bonds, are not exempt from registration under the
Securities Act or the Securities Exchange Act, or that the Resolution, as
then amended or supplemented, is not exempt from qualification under the
Trust Indenture Act; or (iv) there exists any event that requires an
amendment or supplement to the Official Statement pursuant to Section 4
hereof; or (v) any outbreak of hostilities or other national or
international calamity or crisis has occurred, the effect of such
outbreak, calamity or crisis on the financial markets of the United
States of America being such as, in the reasonable opinion of the
Underwriters, would affect materially and adversely the ability of the
Underwriters to market the Bonds; or (vi) a general suspension of trading
on the New York Stock Exchange is in force, whether by virtue of a
determination by that exchange or by order of the Securities and Exchange
Commission or any other governmental authority having jurisdiction; or
(vii) a general banking moratorium has been declared by federal, New York
or Florida authorities having jurisdiction and be in force; or (viii) any
rating assigned to any of the Bonds has been downgraded, suspended or
withdrawn by Moody's Investors Service or Standard & Poor's Corporation
or there has been an official notice regarding a downgrading, suspension
or withdrawal of any such rating and such action, in the opinion of the
Underwriters, materially and adversely affects the market price for the
Bonds; and
(c) At or prior to the Closing, the Underwriters must receive the
following documents in such numbers reasonably requested and in form and
substance satisfactory to the Underwriters and to Counsel to the
Underwriters:
9993p
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(i) The approving opinion of Greenberg, Traurig, Hoffman,
Lipoff, Rosen &. Quentel, P.A. and George F. Knox, Esq. Co -Bond
Counsel, dated the Closing Date, substantially in the form included
as Appendix C to the Official Statement, and a letter of such
counsel, dated the Closing Date and addressed to the Underwriters,
to the effect that such opinion may be relied upon by the
Underwriters to the same extent as if such opinion were addressed to
them;
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89-54.9
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(ii) An opinion of Greenberg, Traurig, Hoffman, Li.po£f, Rosen &
Quentel, P.A. and George F. Knox, Esq., dated the Closing Date and
addressed to the Underwriters, to the effect that (1) the Bonds are
exempted securities within the meaning of Section 3(a)(2) of the
Securities Act, and the Resolution is exempt from qualification
under the Trust Indenture Act pursuant to Section 304(a)(4)(B)
thereof and (2) the statements in the Official Statement on the
cover page thereof and under the sections entitled "INTRODUCTORY
STATEMENT," "DESCRIPTION OF THE SERIES 1989 BONDS," "SECURITY FOR
THE SERIES 1989 BONDS," "REDEMPTION PROVISIONS," "TAX TREATMENT"
"APPENDIX B" and "APPENDIX C," insofar as such statements constitute
summaries of provisions of the Bonds or the documents executed and
delivered in connection with the issuance and delivery of the Bonds,
or refer to opinions they have given, are correct in all material
respects and do not omit any statement which should be included or
referred to •therein in order to describe fairly the matters
described therein;
(iii) An opinion of Jorge L. Fernandez, Esq., City Attorney
dated the Closing Date and addressed to the Underwriters to the
effect that (i.) without having undertaken to determine independently
the accuracy, completeness or fairness of the statement contained in
the Official Statement, based upon his participation in the issuance
of the Bonds as City Attorney, as of the Closing Date, such counsel
has no reason to believe that the Official Statement as of its date
contained any untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in
light of the circumstances under which they were made, not
misleading (except for any economic, financial, technical and
statistical data included therein, as to which no view need be
expressed), or that the Official Statement (together with any
amendments or supplements thereto) as of the Closing Date contains
any untrue statement of a material fact or omits to state a material
fact necessary to make the statement therein, in the light of the
circumstances under which they were made, not misleading (except as
aforesaid), and (ii) except as described in the Official Statement,
there is no litigation pending or, to the best of his knowledge,
threatened against the City or involving any of the property or:
assets under the control of the City which involves the possibility
of any judgment or -liability, not fully covered by insurance, which
may result in a -material adverse affect on the City's ability to
repay the Bonds from the Pledged Funds (as defined in the
Resolution), and (iii) addressing such other matters reasonably
requested by the Underwriters or their.Counsel;
(iv) An opinion of Kutak Rock & Campbell and Armando J. Bucelo,
Jr., Esq., Counsel to the Underwriters, dated the Closing Date and
addressed to the Underwriters, in a form and substance satisfactory
to the Underwriters;
89-54
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(v) A certificate, dated the Closing Date, of the Mayor of the
Issuer to the effect that (1) the representations of the Issuer
contained herein are true and correct on and as of the Closing Date
as if made on such date, and (2) containing other information
reasonably requested by the Underwriters or their Counsel;
(vi) Evidence satisfactory to the Underwriters of the issuance
and maintenance of any ratings assigned to the Bonds by Moody's
Investors Service and by Standard & Poor's Corporation;
(vii) a copy of the municipal bond insurance policy (the
"Insurance Policy") issued by Municipal Bond Investors Assurance
Corporation (the "Insurer") which Insurance Policy must be in full
force and effect and may not have been amended, modified or
supplemented except as may be agreed to by the Underwriters;
(viii) the opinion of counsel to the Insurer, dated the Closing
Date and addressed and delivered to the Issuer and the Underwriters,
substantially to the effect that (i) the Insurer has been duly
incorporated and is validly existing and in good standing under the
laws of the state of its incorporation; (ii) the Insurance Policy
was issued in the ordinary course of business and constitutes the
legal, valid and binding obligations of the Insurer enforceable in
accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization, rehabilitation, and other
similar laws of general applicability relating to or affecting
creditors' or claimants' rights against insurance companies and to
general equity principles; and subject to the qualification that
such information is only a brief outline and does not purport to
summarize all of the provisions of the Insurance Policy, or to
summarize all of the financial and other information concerning the
Insurer, the information contained in the Official Statement
relating to the Bonds under the heading "INSURANCE ON THE SERIES
1989 BONDS" does not, to the best of such counsel's knowledge,
insofar as it relates to the Insurance Policy and the Insurer,
contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading;
(ix) An executed copy of the Letter of Representation to
Depository Trust Company; and
(x) Such additional legal opinions, certificates, proceedings,
instruments and other documents as the Underwriters, Counsel to the
Underwriters or Bond Counsel may deem necessary to evidence
compliance by the Issuer with applicable legal requirements, the
truth and accuracy in all material respects as of the time of the
Closing of the Issuer's representations contained herein and in the
Official Statement and the due performance or satisfaction by the
Issuer at or prior to such time of all agreements them to be
performed and all conditions then to be satisfied by the Issuer.
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If the Issuer is unable to satisfy the conditions to the Underwriters'
obligations contained in this Agreement or if the Underwriters' obligations
are terminated for any reason permitted by this Agreement, this Agreement will
terminate and neither the Underwriters nor, except as provided in Section 10,
the Issuer will have any further obligation hereunder, except that the
respective, obligations of the Issuer and the Underwriters for payment of
expenses, as provided in Section-8 hereof, will continue lin full force and
effect.
Section 8.
(a) The Issuer will pay all expenses incident to the performance of
its obligations hereunder including, but not limited to (i) the fees and
disbursements of Co -Bond Counsel; (ii) the fees of rating agencies;
(iii) the cost of preparing the Bonds; (iv) the cost of the preparation,
printing and distribution of the Preliminary Official Statement and the
Official Statement; (v) the fee for the Insurance Policy; and (vi) the
fees and disbursements of any other counsel, experts or consultants
retained by the Issuer.
(b) The Underwriters will pay on behalf of the Issuer, (i) the cost
of preparation of Blue Sky Memoranda; (ii) all advertising expenses in
connection with the public offering of the Bonds; (iii) expenses in
connection with the assignment of CUSIP numbers; (iv) computer -related
charges; (v) the fees and disbursements of counsel retained by the
Underwriters and (vi) all other expenses incurred by them or any of them
in connection with their public offering and distribution of the Bonds.
Section 9. Any notice or other communication to be given to the Issuer`
under this Agreement may be given by delivering the same in writing to The
City of Miami, 3006 Aviation Avenue, Second Floor, Miami, Florida 33133, to
the attention of Mr. Carlos E. Garcia, C.P.A., Director of Finance, and such
notice or other communication to be given to the Underwriters may be given by
delivering the same in writing to Chase Securities, Inc., 1 Chase Manhattan
Plaza, New York, New York 10081, to the attention of Ms. Kym Arnone.
Section 10. This Agreement is made solely for the benefit of the Issuer
and the Underwriters (including the successors or assigns of the Underwriters)
and no other person, partnership, association or corporation may acquire or
have any rights hereunder or by virtue hereof. All representations and
agreements of the Issuer in this Agreement will remain operative and in full
force and effect regardless of any investigation made by or on behalf of the
Underwriters and will survive the delivery of and payment for the Bonds.
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Section 11. Any approval of the Underwriters, when required., must be in
writing signed by Chase Securities, Inc., and delivered to you.
Very truly yours,
CHASE SECURITIES, ING.
M. R. BEAL & COMPANY
AMERICAN GOVERNMENT CERTIFICATES & FUNDS
By Chase Securities, Inc.
Accepted by the Issuer
June 15, 1989
THE CITY OF MIAMI,
FLORIDA
XAVIER L. SUAREZ
MAYOR
APPROVED AS TO FORM AND SUFFICIENCY:
JORGE L. FERNANDEZ, City Attorney
i
9 9 9 3 p I
BY
-11-
Michael I. Abrams
Vice President
r
EXHIBIT A
(Disclosure Statement)
The Board of City Commissioners
The City of Miami, Florida
3006 Aviation Avenue
Second Floor
Miami, Florida 33133
0
$6,500,000
The City of Miami, Florida
Guaranteed Entitlement Revenue Bonds
Series 1989
Dear Mayor and City Commission Members:
In connection with the proposed issue by The City of Miami, Florida (the
"City") of the above -referenced bonds (the "Bonds"), Chase Securities, Inc.,
M. R. Beal & Company and American Government Certificates and Funds (the
"Underwriters") have agreed to underwrite a public offering of the Bonds.
Arrangements for underwriting the Bonds will include a Bond Purchase Agreement
between the City and the Underwriters which 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 in
respect of the arrangements contemplated for the underwriting of the Bonds as
follows:
(a) The nature and estimated amounts of expenses to be incurred by
the Underwriters in connection with the purchase and reoffering of the
Bonds are set forth in Schedule A-1 attached hereto.
(b) No person has entered into an understanding with the
Underwriters or, to the knowledge of the Underwriters, with the City for
any paid or promised compensation or valuable consideration, directly or
indirectly, expressly or implied, to act solely as an intermediary
between the City and the Underwriters or to exercise or attempt to
exercise any influence to effect any transaction in connection with the
purchase of the Bonds by the Underwriters.
(c) The underwriting spread, i.e., the difference between the price
at which the Bonds will be initially offered to the public by the
Underwriters and the price to be paid to the City for the Bonds,
exclusive of accrued interest in both cases, will be $108,355 or $16.67
per $1,000 Bond.
4
s
10
(d) As part of the estimated underwriting spread set forth in
paragraph (c) above, the Underwriters will charge a fee of $10,725 of the
principal amount of the Bonds or $1.65 per $1,000 Bond for managing the
account.
(e) No other fee, bonus or other compensation is estimated to be
paid by the Underwriters in connection with the issuance of the Bonds to
any person not regularly employed or retained by the Underwriters,
including any "finder" as defined in Section 218.386(1)(a), Florida
Statutes.
Ver- truly yours,
CHASE SECURITIES, INC.
M. R. BEAL & COMPANY
AMERICAN GOVERNMENT CERTIFICATES & FUNDS
By Chase Securities, Inc.
By
i A-2
1
Michael I. Abrams
Vice President
89-54 F,
Expenses
M
SCHEDULE A-1
NATURE AND ESTIMATED AMOUNT or EXPENSES
TO BE INCURRED BY THE UNDERWRITERS
Underwriters' Counsel.
$22,000
Underwriters' Expenses
11000
Munifacts
217
DTC Book Entry
405
CUSIP
74
MSRB & PSA
195
Travel tout of Pocket?
1,500
Communications
1,425
Computers
3,000
Closing
3,000
$32,816
ri
EXHIBIT B
DEBT SERVICE SCHEDULE
Period
Date
Principal
Coupon
Interest
Total
1/l/90
$
258,645.63
$ 258,645.63
7/1/90
$165,000.00
6.250000%
221,696.25
386,696.25
111/91
216,540.00
216,540.00
7/1/91
175,000.00
6.300000
216,540.00
391,540.00
1/l/92
211,027.50
211,027.50
7/l/92
185,000.00
6.350000
211,027.50
396,027.50
1/1/93
205,153.75
205,153.75
7/1/93
200,000.00
6.400000
205,153.75
405,153.75
111/94
198,753.75
198,753.75
7/1/94
210,000.00
6.450000
198,753.75
408,753.75
1/1/95
191,981.25
191,981.25
7/1/95
225,000.00
6.500000
191,981.25
416,981.25
1/1/96
184,668.75
184,668.75
7/1/96
240,000.00
6.500000
184,668.75
424,668.75
1/1/97
176,868.75
176,868.75
7/1/97
255,000.00
6.550000
176,868.75
431,868.75
1/1/98
168,517.50
168,517.50
7/1/98
275,000.00
6.600000
168,517.50
443,517.50
1/l/99
159,442.50
159,442.50
7/1/99
290,000.00
6.650000
159,442.50
449,442.50
1/1/00
149,800.00
149,800.00
7/1/00
310,000.00
7.000000
149,800.00
459,800.00
1/1/01
138,950.00
138,950.00
7/1/01
330,000.00
7.000000
138,950.00
468,950.00
1/1/02
127,400.00
127,400.00
7/1/02
355,000.00
7.000000
127,400.00
482,400.00
1/1/03
114,975.00
114,975.00
7/l/03
380,000.00
7.000000
114,975.00
494,975.00
1/1/04
101,675.00
101,675.00
7/l/04
405,000.00
7.000000
101,675.00
506,675.00
1/1/05
87,500.00
87,500.00
7/l/05
435,000.00
7.000000
87,500.00
522,500.00
1/1/06
72,275.00
72,275.00
7/1/06
465,000.00
7.000000
72,275.00
537,275.00
1/1/07
56,000.00
56,000.00
7/1/07
500,000.00
7.000000
56,000.00
556,000.00
Fiscal
Total
$645,341.88
608,080.00
607,055.00
610,307.50
607,507.50
608,962.50
609,337.50
608,737.50
612,035.00
608,885.00
609,600.00
607,900.00
609,800.00
609,950.00
608,350.00
610,000.00
609,550.00
612,000.00
89. -°-'54
ra
_ cr
Section 11. Any approval of the Underwriters, when required, must be in
Writing signed by Chase Securities, Inc., and delivered to you.
Very truly yours,
CHASE SECURITIES, INC.
M. R. BEAL & COMPANY
AMERICAN GOVERNMENT CERTIFICATES & FUNDS
By Chase Securities, Inc.
By
Michael I. Abrams
Vice President
Accepted by the Issuer
June 15, 1989
THE CITY OF MIAMI,
FLORIDA
XAVIER L. SUAREZ
MAYOR
APPROVED AS TO FORM AND SUFFICIENCY:
JORGE L. FERNANDEZ, City Attorney
-11-
2993P
AM
C -
G �.
•� O
1/l/08
38,500.00
38,500.00
7/l/08
530,000.00 7.000000
38,500.00
568,500.00
1./1/09
19,950.00
19,950.00
7/l/09
_570,000.00 7.000000
19,950.00
589,950.00
$6,500,000.00
$5,720,299.38
$12,220,299.38
ACCRUED
34,486.08
34,486.08
$6,500,000.00
$5,685,813.30
$12,185,813.30
Dated 6/l/89 with delivery of 6/29/89
Bond Years 82,621.667
Average
Coupon 6.923
Average
Life 12.711
N I C %
6.923486% using
100.0000000
T I C %
7.201156% from Delivery Date
Bond Insurance: 0.350000% of
(Total Debt Service - Accrued - Cap. Int.) = 42,650.35
1
607,000.00
609,900.00
89-549-
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06/0z/89_
9998p
PRELIMINARY OFFICIAL STATEMENT DATED J`UNEA8, 1989
Ratings
Moody'rs
Standard & Poor's: AAA
(MBIA Insured)
NEW ISSUE:
$6,500,000*
THE CITY OF MIAMI, FLORIDA
GUARANTEED ENTITLEMENT REVENUE BONDS
SERIES 1989
DATED: June 1, 1989
DUE: July 1, as
shown below
The City of Miami Guaranteed Entitlement Revenue Bonds, Series 1989 (the
"Series 1989 Bonds") are issuable as fully registered bonds without coupons
and initially will be registered in the name of Cede & Co. as nominee of The
Depository Trust Company, New York, New York (11=11). Individual purchases of
the Series 1989 Bonds will be made in book -entry form only in denominations of
$5,000 or any integral multiple thereof. Purchasers of the Series 1989 Bonds
will not receive physical delivery of bond certificates. Transfers of the
Series 1989 Bonds will be effected through a book -entry system as described
herein. Payments of interest on (payable each July 1 and January 1, beginning
January 1, 1990) and principal of, and premium, if any, on the Series 1989
Bonds will be made to Cede & Co., as nominee for DTC as registered owner of
the Series 1989 Bonds, byAlorida National Bank, Fort Lauderdale, Florida, as
paying agent, to be subsequently disbursed to the beneficial owners o�the
Series 1989 Bonds.
89-5` ,9
The Series 1989 Bonds are subject to redemption prior to maturity under
the caption "REDEMPTION PROVISIONS" herein.
The Series 1989 Bonds will be issued by The City of Miami, Florida (the
"City") to provide the moneys necessary to finance the cost of certain capital
improvements and equipment within the City, fund the Debt Service Reserve
Account and pay expenses incurred in issuing the Series 1989 Bonds.
The Series 1989 Bonds shall not be deemed to constitute a debt of the
City, and the City is not obligated to pay the principal of or the interest on
the Series 1989 Bonds except from the Pledged Funds, as defined herein, and
neither the full faith and. credit nor the taxing power of the City is pledged
to _the payment of the principal of or the interest on the Series 1989 Bonds
The City is not directly, indirectly or contingently obligated to levy or to
pledge any taxes whatsoever with respect to the Series 1989 Bonds.
Payment of the principal of and interest on the Series 1989 Bonds when
due will be insured by a municipal bond insurance policy to be issued by the
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
simultaneously with the delivery of the Series 1989 Bonds (See the caption
"INSURANCE ON THE SERIES 1989 BONDS" herein).
MATURITY SCHEDULE*
$ * Serial Series 1989
Bonds
Due
Interest Price or Due
Interest Price or
July 1
Amount*
Rate Yield July 1
Amount* Rate Yield
1990
$ 1000
% 1997 $
1000 0
1991
1000
1998
1000
1992
1000
1999
1000
1993
1000
2000
1000
1994
1000
2001
1000
1995
1000
2002
1000
1996
1000
2003
1000
$ , 1000* o Term Series 1989 Bonds
Maturing July 1, 2009, Price _a
(plus accrued interest)
The Series 1989 Bonds are offered subject to prior sale, when, as and if
issued by the City, subject to the approving legal opinion of Greenberg,
Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A., Miami, Florida, Bond
Counsel. Certain legal matters will be passed upon for the City by
Jorge L. Fernandez, Esq., the City Attorney, and for the Underwriters by Kutak
89'--54�5 .
0
i
11
12
Rock & Campbell, Atlanta, Georgia and Armando J. Bucelo, Jr., Esq., Miami,
Florida. It is expected that the Series 1989 BondsAwill be available for
delivery in New York, New York on or about June , 19
June , 1989
CHASE SECURITIES, INC.
*Subject to change.
M. R. BEAL & COMPANY
AMERICAN GOVERNMENT CERTIFICATES & FUNDS
9-5 4 9
11
L
THE CITY OF MIAMI, FLORIDA
MEMBERS OF THE BOARD OF CITY COMMISSIONERS
Xavier L. Suarez, Mayor
Miller J. Dawkins Rosario A. Kennedy
Victor H. De Yurre J.L. Plummer, Jr.
CITY MANAGER
Cesar H. Odio
CITY CLERK
Matty Hirai
CITY ATTORNEY
Jorge L. Fernandez
DIRECTOR OF FINANCE
Carlos E. Garcia
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand
Miami, Florida
BOND COUNSEL
Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.
Miami, Florida
FINANCIAL ADVISORS
Raymond James and Associates, Inc.
Miami, Florida
Howard Gary & Company
Miami, Florida
�L
89-549 .
M
13
No _dealer, salesman or any other person has been authorized to give any
information or to make any representation, other than the information and
representations contained herein, in connection with the offering of the
Series 1989 Bonds, and if given or made, such information or representations
must not be relied upon. This Official Statement does not constitute an offer
to sell or solicitation of an offer to buy, and there shall be no sale of the
Series 1989 Bonds by any person in any jurisdiction in which it is unlaw-ul
for such a person to make such offer, solicitation or sale.
The information set forth herein has been obtained from The City of Miami,
Florida, anal other sources which are believed to be reliable, and while not
guaranteed as to completeness or accuracy, is believed to be correct. The
information and expressions of opinion stated herein are subject to change
without notice The delivery of this Official Statement shall not, under any
circumstances, create any implication that there has been no change in the
affairs of the City since the date hereof.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN MARKET PRICES OF THE
SERIES 1989 BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE
OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
TABLE OF CONTENTS
PAGE
INTRODUCTORY STATEMENT ..............................................
1
SECURITY FOR THE SERIES 1989 BONDS ..................................
1
DESCRIPTION OF THE SERIES 1989 BONDS ................................
3
REDEMPTION PROVISIONS ................................................
5
ESTIMATED SOURCES AND USES OF THE SERIES 1989 BOND PROCEEDS .........
7
GUARANTEEDENTITLEMENT ..............................................
7
,STATE OF FLORIDA MUNICIPAL REVENUE SHARING TRUST FUND RECEIPTS ......
jL9,
COVERAGE OF GUARANTEED ENTITLEMENTS OF ALL
MUNICIPALITIES BY MUNICIPAL REVENUE
SHARING TRUST FUND RECEIPTS ......................................
9
THE CITY'S GUARANTEED ENTITLIIMENT REVENUES
AND REVENUE SHARING RECEIPTS ....................... ........
/j1O
�"'�"
DEBT SERVICE REQUIRMAMTS...........................................
DEBTSERVICE COVERAGE ...............................................
11
INSURANCE ON THE SERIES 1989 BONDS ..................................
11
DESCRIPTION OF INSURER ..............................................
12
SUMMARY OF CERTAIN PROVISIONS OF THE BOND RESOLUTION ................
13
UNDERWRITING........................................................
13
TAX TREATMENT.......................................................
14
:�EITIGATION
15
..........................................................
RATINGS.............................................................
15
LEGALITY............................................................
CERTIFICATE OF CITY MANAGER AND THE DIRECTOR
OF FINANCE CONCERNING OFFICIAL STATEMENT .........................
A 16
MISCELLANEOUS.......................................................
1
89, --54
89-549
A 0 A
APPEND?' GENERAL, AND ECONOMIC INFORMATION ON THE CITY OF MIAMI, FLORIDA
APPENDIMB FORM OF BOND COUNSEL'S OPINION
APPENDIX SPECIMEN COPY OF MUNICIPAL BOND INSURANCE POLICY
89-549,
Aulk Pik
W OR
OFFICIAL STATEMENT
$6,500,000*
THE CITY OF MIAMI, FLORIDA
GUARANTEED ENTITLEMENT REVENUE BONDS
SERIES 1989
INTRODUCTORY STATEMENT
The purpose of this Official Statement of The City of Miami, Florida (the
"City"), which includes the cover page and the appendices hereto, is to
furnish information with respect to the City's Guaranteed Entitlement Revenue
Bonds, Series 1989, to be issued in the aggregate principal amount of
$6,500,000* (the "Series 1989 Bonds"), authorized by Resolution No. 89-443
adopted on May 11, 1989, as supplemented by a Series Resolution, adopted on
June 7, 1989 (collectively, the "Bond Resolution").
The Series 1989 Bonds will be issued by the City to provide the moneys
necessary to finance the cost of certain capital improvements and equipment
within the City, fund the Debt Service Reserve Account and pay expenses
incurred in issuing the Series 1989 Bonds.
The references, excerpts and summaries of all documents referred to
herein do not purport to be complete statements of the provisions of such
documents, and reference is directed to all such documents for full and
complete statements of all matters of fact relating to the Series 1989 Bonds,
the security for all payment of the Series 1989 Bonds and the rights and
obligations of the holders thereof.
Any statements made in this Official Statement involving matters of
opinion or of estimates, whether or not 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.
SECURITY FOR THE SERIES 1989 BONDS
Limited Obligations
The Series 1989 Bonds shall not be deemed to constitute a debt of the
City, and the City is not obligated to pay the principal of or the interest on
the Series 1989 Bonds except from the Pledged Funds (as defined below), and
neither the full faith and credit nor the taxing power of the City is pledged
to the payment of the principal of or the interest on the Series 1989 Bonds.
The City is not directly, indirectly or contingently obligated to levy or to
*Subject to change.
9-549.
pledge any taxes whatsoever with respect to the Series 1989 Bonds. The
Pledged Funds are defined in the Bond Resolution to include (i) the Guaranteed
Entitlement Revenues, which are required to be shared with the City by the
State of Florida (the "State") pursuant to Chapter 218, Part II, Florida
Statutes, except for a portion of the Guaranteed Entitlement Revenues in an
amount equal to $2,000;000 each year, excluded until satisfaction by the City
of its loan in the principal amount of $16 000,000 with the first Muni ival
Co=cil. scheduled to mature on December 1, 1995; and (ii) all moneys,
securities and instruments held in the Funds and Accounts established in the
Bond Resolution except the Rebate Fund.
Guaranteed Entitlement Revenues
The Series 1989 Bonds will be secured by a pledge of the proceeds of the
Guaranteed Entitlement Revenues (as defined below and as further described
under the caption "GUARANTEED ENTITLEMENT" herein), which must be shared with
the City by the State of Florida pursuant to the provisions of Chapter 218,
Part II, Florida Statutes (herein the "Revenue Sharing Act"). Only the
Guaranteed Entitlement Revenues portion of the total State revenue sharing
receipts, except for the temporarily released Guaranteed Entitlement Revenues
described in the above definition of Pledged Funds, is pledged to the payment
of debt service on the Series 1989 Bonds.
Under the Bond Resolution, as long as any amount of the Guaranteed
Entitlement Revenues remain excluded from the Pledged Funds, only a
proportionate share of the Guaranteed Entitlement Revenues received by the
City will be deposited in the Guaranteed Entitlement Fund. The proportion
share so deposited will be equal to the product of the amount received
multiplied by a fraction, the numerator of which is the amount of Guaranteed
Entitlement Revenues then constituting Pledged Funds and the denominator of
which is the total amount of Guaranteed Entitled Revenues to which the City is
entitled.
The Revenue Sharing Act provides for the distribution of a payment by the
State of Florida to units of local government, including municipalities, such
as the City. The Revenue Sharing Act includes a formula for the monthly
distribution of revenues, and further provides that no eligible municipality
shall receive less revenue sharing funds from the State than that amount
received by such municipality from the State in the fiscal year 1971-1972 from
the sum of the State cigarette tax and State motor fuel tax (the "Guaranteed
Entitlement"). The Revenue Sharing Act further provides that the Guaranteed
Entitlement Revenues may be pledged for the payment of local government
obligations. During the fiscal year ended September 30, 1988 the City
received $5,721,258 as Guaranteed Entitlement Revenues. However, receipt of
the Guaranteed Entitlement moneys is solely dependent on the continuing
gaVment of revenue sharing by the State of Florida, on which no assurance can
be given. See the caption "GUARANTEED ENTITLEMENT" herein.
-2-
999ap
S9 491,
89--54
V
11
The Debt Service Reserve Account
12
The Bond Resolution establishes a Debt Service Reserve Account. The City
will deposit approximately $ from the proceeds of Series 1989 Bonds
in the Debt Service Reserve Account. It is required to maintain the Debt
Service Reserve Account at an amount equal to the Maximum Annual Debt
Service. If the moneys available in the Sinking Fund are insufficient for the
payment of the principal of and interest on the Series 1989 Bonds, the City is
required to withdraw an amount equal to such insufficiency from the Debt
Service Reserve Account to provide for such payment. See the caption "SUMMARY
OF CERTAIN PROVISIONS OF THE BOND RESOLUTION -- Funds and. Accounts" herein.
Insurance
Payment of the principal of and interest on the Series 1989 Bonds when
due will be insured by a municipal bond insurance policy to be issued b• the
Munici al Bond Investors Assurance Coraoration simultaneously with e
delivery of the Series 1989 Bonds (See the caption "INSURANCE ON THE
SERIES 1989 BONDS" herein).
Additional Parity Bonds
The Bond Resolution provides for the issuance of bonds on a parity with
the Series 1989 Bonds if certain conditions set forth in the Bond Resolution
are met (See the caption "SUMMARY OF CERTAIN PROVISIONS OF THE BOND
RESOLUTION --Additional Parity Bonds" herein).
DESCRIPTION OF THE SERIES 1989 BONDS
General
The Series 1989 Bonds will be dated June 1, 1989 and will bear interest,
payable semiannually on each January 1, and July 1 (each, an "Interest Payment
Date"), commencing January 1, 1990, at the rates set forth on the cover page
hereof (computed on the basis of a 360-day year of twelve 30-day months) and
will mature on July 1 in the years and in the amounts set forth on the cover
page hereof.
Book -Entry -Only System
Beneficial ownership interests of the Series 1989 Bonds will be available
only in book -entry form. Purchasers of beneficial ownership interests in the
Series 1989 Bonds (the "Beneficial Owners") will not receive certificates
representing their interests in the Series 1989 Bonds purchased. So long as
Cede & Co. is the holder of the Bonds, as nominee for DTC, references herein
to the holders of the Series 1989 Bonds shall mean Cede & Co. and shall not
mean the Beneficial Owners. Reference is made to the Bond Resolution for
provisions concerning periods when and if Cede & Co. is not the holder of the
Series 1989 Bonds.
-3-
999aP
The description which follows of the procedures and recordkeeping with
respect to beneficial ownership interests in the Series 1989 Bonds, payment of
interest and other payments on the Series 1989 Bonds to DTC Participants,
Indirect Participants or Beneficial Owners, (as such terms are herein
defined), confirmation and transfer of beneficial ownership interests in the
Series 1989 Bonds and other bond -related transactions by and between DTC, the
DTC Participants, Indirect Participants and Beneficial Owners is based solely
on information furnished by DTC.
DTC, an automated clearinghouse for securities transactions, will act as
securities depository for the Series 1989 Bonds. The ownership of one fully
registered Series 1989 Bond in the aggregate principal amount of each maturity
of the Series 1989 Bonds will be registered in the name of Cede & Co., as
nominee for DTC. DTC is a limited -purpose trust company organized under the
laws of the State of New York, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing. agency" registered pursuant to the provisions of
Section 17A of the Securities Exchange Act of 1934, as amended.
DTC holds securities and facilitates the clearance and settlement of
securities transactions through electronic book -entry changes in the accounts
of its participants (the "DTC Participants"), thereby eliminating the need for
physical movement of certificates. DTC Participants include securities
brokers and dealers, banks, trust companies, clearing corporations and certain
other organizations, some of which (and/or their representatives) own DTC.
Access to the DTC system also is available to other entities such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a DTC Participant, either directly or indirectly
(the "Indirect Participants").
DTC Participants will be credited in the records of DTC with the amount
of such DTC Participant's interest in the Series 1989 Bonds. Beneficial
ownership interests in the Series 1989 Bonds may be purchased by or through
DTC Participants or Indirect Participants. The Beneficial Owners will not
receive certificates representing their beneficial ownership interests. The
ownership interests of each Beneficial Owner will be recorded through the
records of the DTC Participant or Indirect Participant from which such
Beneficial Owner purchased its Series 1989 Bonds. Transfers of ownership
interests in the Series 1989 Bonds will be accomplished by book entries made
by DTC and, in turn, by DTC Participants acting on behalf of the Indirect
Participants and the Beneficial Owners. It is anticipated that each
Beneficial Owner will receive a written confirmation of the ownership
interests acquired by such owner in the Series 1989 Bonds. So long as Cede &
Co., as nominee for DTC, is the Registered Owner of the Series 1989 Bonds, the
Paying Agent and Registrar shall treat Cede & Co. as the only holder of the
Series 1989 Bonds for all purposes under the Bond Resolution, including
receipt of all principal of, premium, if any, and interest on the Series 1989
Bonds, receipt of notices, voting and requesting or directing the Paying Agent
and Registrar to take or not to take, or consenting to, certain actions under
the Bond Resolution.
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Beneficial Owners may desire to make arrangements with a DTC Participant
so that all notices of redemption or other communications to DTC which affect
such owners, and notification of all interest payments, will be forwarded in
writing by the DTC Participant or Indirect Participant.
Payments of principal, interest and premium, if any, with respect to the
Series 1989 Bonds will be paid by the Paying Agent directly to DTC or its
nominee, Cede & Co. DTC will remit such payments to DTC Participants, and
such payments thereafter will be paid by DTC Participants and Indirggt
Participant) to the Beneficial Owners. No assurance can be given by the City
that DTCADTC Participants and Indirect Participants will make prompt transfer
of payments to Beneficial Owners. The City is not responsible or liable for
payment by DTCIA DTC Participants or Indirect Participants, for sending
transaction statements or for maintaining, supervising or reviewing records
maintained by DTC or DTC Participants.
DTC may determine to discontinue providing its service with respect to
the Series 1989 Bonds at any time by giving notice to the Paying Agent and the
City and discharging its responsibilities with respect thereto. The Paying
Agent or the City also may determine that DTC is incapable of discharging its
duties or that continuation of the book -entry system is not in the best
interests of the Beneficial Owners. In either situation, if the City fails to
identify another qualified securities depository to replace DTC, bond
certificates will be delivered to each Beneficial Owner as provided for in the
Bond Resolution.
The City and the Paying Agent do not have any responsibility or
obligations to the DTC Participants, Indirect Partici ants or the Beneficial
Owners with respect to Ma the accuracy of any records maintained by DTC or
(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 rider the
terms of the Bond Resolution to be given to holders; (d) the selection of the
Beneficial Owners to receive payments in the event of any partial redemption
of the Series 1989 Bonds; or (e) any consent given or other action taken by
DTC, or its nominee, Cede & Co., as holder.
REDEMPTION PROVISIONS
Optional Redemption
The Series 1989 Bonds maturing on and after July 1, 1998 are subject to
redemption, at the option of the City on and after July 1, 1997, as a whole at
any time or in part on any Interest Payment Date in such manner as the City
may select at the redemption prices (expressed as percentages of principal
amount) set forth below, plus interest accrued to the redemption date, all in
the manner provided by the Bond Resolution:
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Optional Redemption Periods
(both dates inclusive) Redemption Price
July 1, 1997 through June 30, j,M 102%
July 1, 1998 through June 30, 1999 101%
July 1, 1999 and thereafter 100%
Mandatory Redemption
The Series 1989 Bonds maturing on July 1, 2009 are subject to mandatory
redemption from the mandatory sinking fund installments in part by lot on
July 1 of the years and at the redemption price of the principal amount
thereof plus accrued interest to the redemption date set forth below:
Redemption Dates
July
1,
2004
July
1,
2005
July
1,
2006
July
1,
2007
July
1,
2008
July
1,
2009*
*Final Maturity
Notice of Redemption
Principal Amount
,000
,000
,000
,000
,000
,000
Notice of redemption will be given by the Paying Agent by registered or
certified mail not less than 30 and no more than 60 days before the redemption
date to Cede & Co., as nominee for DTC, or, if DTC is no longer serving as
securities depository for the Series 1989 Bonds, to the substitute securities
depository or its nominee, or, if none, to the respective holders of the
Series 1989 Bonds to be redeemed at the address shown on the registration
books maintained by the Paying Agent. Such notice of redemption also will be
given to certain securities depositories and certain national information
services which disseminate such redemption notices. During the period that
DTC or its nominee is holder of the Series 1989 Bonds, the Paying Agent will
not be responsible for mailing notices of redemption to the Beneficial Owners.
Bonds Redeemed in Part
If less than all of the beneficial interests in the Series 1989 Bonds are
called for redemption, the particular interests to be redeemed will be
selected by DTC pursuant to its rules and procedures. If a notice of
redemption• is unconditional, or if the conditions of a conditional notice of
redemption have been satisfied, then upon presentation and surrender of Series
1989 Bonds so called for redemption at the place or places of payment, such
Bonds will be redeemed. Any Series 1989 Bonds or portions of Series 1989
Bonds which have been duly selected for redemption and which are deemed to be
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paid in accordance with the Bond Resolution will cease to bear interest on the
specified redemption date and will thereafter cease to be entitled to any
lien, benefit or security under the Bond Resolution.
ESTIMATED SOURCES AND USES OF THE SERIES 1989 BOND PROCEEDS
The proceeds to be received from the sale of the Series 1989 Bonds shall
be applied as follows:
SOURCES OF FUNDS
Par Amount of Series 1989 Bonds
Accrued Interest
Total Sources of Funds
USES OF FUNDS
Original Issue OiscQ=t
Underwriters' Discount
Costs of Issuance,
including Bond Insurance
Deposit to Project Fund
Deposit to Debt Service
Reserve Account
Deposit to Interest Account
Total Uses of Funds
"Guaranteed Entitlement Revenues" is defined in the Bond Resolution to
mean the moneys received by the City each year from the State Revenue Sharing
Trust Fund for Municipalities which must be shared by the State with the City
under the provisions of the Revenue Sharing Act.
The amount which must be shared with an eligible unit of local government
pursuant to the Revenue Sharing Act is an amount such that:
No eligible municipality shall receive less funds from the
revenue sharing trust fund for municipalities in any
fiscal year than the aggregate amount it received from the
State in the fiscal year 1971-1972 from certain taxes on
cigarette (and certain taxes on motor fuel.
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The City receives the Guaranteed Entitlement Revenues from the Revenue
,wring Trust Fund for Municipalities. The City has covenanted that it will
not take any action which will impair or adversely affect the Guaranteed
Entitlement Revenues and has further covenanted to take all lawful action
necessary or required to continue to entitle the City to receive its
Guaranteed Entitlement Revenues in the same amounts and at the same rates as
now provided by law to pay the principal of and interest on the Series 1989
Bonds, and to make any other payments required under the Bond Resolution.
Sources of Revenue for the State of Florida Revenue Sharing Trust Fund
The following taxes, or portion thereof, are required to be deposited in
the Revenue Sharing Trust Fund for Municipalities after deducting certain
charges for administration and collection:
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1. Cigarette Taxes. Pursuant to Chapter 210, Florida Statutes,
State tax is levied at varying rates depending on length of cigarettes
and number of cigarettes in a package. The tax for a standard package of
cigarettes is 24 cents. After deducting a service charge, an amount
equal to 11/24 of the total is required to be deposited to the Revenu
Sharing TSust ,Fund for Munici2alities.
A2. Tax on Motor Fuel. Chapter 206, Part I, Florida Statutes,
provides for a municipal tax, in addition to all other taxes required by
law, of 1-cent per gallon upon the first sale or removal from storage of
motor fuel. After deducting a service charge, the proceeds of the tax
are deposited in the Revenue Sharing Trust Fund for Municipalities.
3. Tax on Special Fuel. Chapter 206, Part II, Florida Statutes
also provides for a 4-cent tax on special fuel (diesel fuel, alcohol or
any liquid product or combination used to propel any diesel engine), used
or sold in the State. After deducting the applicable service charge, an
amount equal to 25% of the total proceeds are required to be deposited in
the Revenue Sharing Trust Fund for Municipalities.
[Remainder of page intentionally left blank]
t
me
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Total receipts in the Revenue Sharing Trust Fund for Municipalities, is
shown in the following table for the state fiscal years 1984 through 1988:
STATE OF FLORID
MUNICIPAL
REVlWUE SHARING TRUST FUND
RECEIPTS
State Fiscal Years Ended June
30th
Cigarette Tax
$135,620,687
$139,498,782
$141,646,457
$142,175,213 $144,884,453
Eight Cent
Motor Fuel Tax
53,184,978
55,089,436
51,186,098
62,997,627 62,269,365
Special Fuel
and Motor Fuel
Use Taxn
528,476
407,690
541,447
406,398 408,167
Total Receipts
$18j_jU.2 3
$L9A,.O2LQna
$a93:UL=
$?Q5.51L= $ZnZ_s A-
Source: State of Florida, Department of Revenue
n
COVERAGE OF GUARANTEED ENTITLEMENTS OF ALL MUNICIPALITIES
BY STATE OF FLORIDA MUNICIPAL REVENUE SHARING TRUST FUND RECEIPTS
The following table shows the receipts deposited into th9lRevenue Sharing_
Trust Fund for Municipalities and illustrates the ratio by which such receipts
cover the total guaranteed entitlements of all Florida municipalities.
i2m
Municipal Revenue A $189,334,343
Sharing Trust
Fund Receipts
Guaranteed $93,301,762
Entitlements
for all Florida
Municipalities
State Fiscal Years Ended June 30th
im
$195,075,908 $193,374,002 $205,579,238 $207,561,985
$94,482,114 $95,736,077 $97,071,562 $98,525,495
Aloverage Ratio 2.03x 2.06x 2.02x 2.12x 2.11x
Source: State of Florida, Department of Revenue
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THE CITY'S GUARANTEED ENTITLEMENT REVENUES
AND REVENUE SHARING RECEIPTS
Only the Guaranteed Entitlement Revenues portion of the
Sharing Receipts, except for the temporarily released Guaran
Revenue
Revenues heretofore described in the definition of Pledged Funds,. is pledged
to the payment of debt service for the Series 1989 Bonds; the Revenue Sharing
Act prohibits certain local government, including the Citv rom_usi�Q any
portion of the moneys received in excess of Guaranteed Entitlement Revenue as
pledged revenues for the payment of the principal of or interest on bonds.
The following table sets forth the City's total State Revenue Staring Receipts
for the fiscal years indicated:
City Fiscal Years Ended September 30th
Fiscal
Guaranteed
Growth
Total
Year
Entitlement
Amount
Receipt
1984
$5,721,258
$5,994,149
$11,715,407
1985
5,721,258
6,240,917
11,962,175
1986
5,721,258
5,377,383
11,098,641
1987
5,721,258
5,747,170
11,468,428
1988
5,721,258
5,465,742
11,187,000
Source: City of Miami, Finance Department
DEBT SERVICE REQUIREMENTS
The following table sets forth the debt service requirements on
the Series 1989 Bonds.
Year Ending Principal Interest Total
July 1, 1990
July 1, 1991
July 1, 1992
July 1, 1993
July 1, 1994
July 1, 1995
July 1, 1996
July 1, 1997
July 1, 1998
July 1, 1999
July 1, 2000
July 1, 2001
July 1, 2002
July 1, 2003
July 1, 2004
July 1, 2005
July 1, 2006
July 1, 2007
July 1, 2008
July 1, 2009
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DEBT SERVICE COVERAGE
The following table illustrates the projected debt service coverage on
the Series 1989 Bonds. The amount and availability of any of the sources of
the Guaranteed Entitlement Revenues are subject to change, including
reduction, as a result of changes in State or federal law, or such factors as
changing economic conditions, changing physical or social characteristics of
the community, and other future conditions or events not presently
ascertainable.
City Fiscal Year%ijadin September 30th
The City of Miami
Guaranteed Entitlement
Revenues
Maximum Principal
and Interest
Requirements
Times Coverage
1989 1990 1991 1992
INSURANCE ON THE SERIES 1989 BONDS
1993 1994 1995
The following information has been furnished by Municipal Bond Investors
Assurance Corporation (the "Insurer") for use in this Official Statement.
Reference is made to Appendix C for a specimen of the Insurer's policy.
The Insurer's policy unconditionally and irrevocably guarantees the full
and complete payment required to be made by or on behalf of the City to the
Paying Agent or its successor of an amount equal to (i) the principal of
(either at the stated maturity or by an advancement of maturity pursuant to a
mandatory sinking fund payment) and interest on, the Series 1989 Bonds as such
payments shall become due but shall not be so paid (except that in the event
of any acceleration of the due date of such principal by reason of mandatory
or optional redemption or acceleration resulting from default or otherwise,
other than any advancement of maturity pursuant to a mandatory sinking fund
payment, the payments guaranteed by the Insurer's policy shall be made in such
amounts and at such times as such payments of principal would have been due
had there not been any such acceleration); and (ii) the reimbursement of any
such payment which is subsequently recovered from any owner ofithe Series 1989
Bonds pursuant to a final judgment by a court of competent jurisdiction that
such payment constitutes an avoidable preference to such owner within the
meaning of any applicable bankruptcy law (a "Preference").
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The Insurer's policy does not insure against loss of any prepayment
premium which may at any time be payable with respect to any Series 1989
Bond. The Insurer's policy does not, under any circumstance, insure against
loss relating to: (i) optional or mandatory redemptions (other than mandatory
sinking fund redemptions); (ii) any payments to be made on an accelerated
basis; (iii) payments'of the purchase price of the Series 1989 Bonds upon
tender by an owner thereof; or (iv) any Preference relating to (i) through
(iii) above. The Insurer's policy also does not insure against nonpayment of
principal of or interest on the Series 1989 Bonds resulting from the
insolvency, negligence or any other act or omission of the Paying Agent or any
other paying agent for the Series 1989 Bonds.
Upon receipt of telephonic or telegraphic notice, such notice
subsequently confirmed in writing by registered or certified mail, or upon
receipt of written notice by registered or certified mail, by the Insurer or
its designee from the Paying Agent or any owner of a Series 1989 Bond the
payment of an insured amount for which is then due, that such required payment
has not been made, the Insurer on the due date of such payment or within one
business day after receipt of notice of such nonpayment, whichever is later,
will make a deposit of funds, in an account with Citibank, N.A., in New York,
New York, or its successor, sufficient for the payment of any such insured
amounts which are then due. Upon presentment and surrender of such Series
1989 Bonds or presentment of such other proof of ownership of the Series 1989
Bonds, together with any appropriate instruments of assignment to evidence the
assignment of the insured amounts due on the Series 1989 Bonds as are paid by
the Insurer, and appropriate instruments to effect the appointment of the
Insurer as agent for such owners of the Series 1989 Bonds in any legal
proceeding related to payment of insured amounts on the Series 1989 Bonds,
such instruments being in a form satisfactory to Citibank, N.A., Citibank,
N.A. shall disburse to such owners or the Paying Agent payment of the insured
amounts due on such Series 1989 Bonds, less any amount held by the Paying
Agent for the payment of such insured amounts and legally available therefor.
DESCRIPTION OF INSURER
The Insurer is the principal operating subsidiary of the Municipal Bond
Investors Assurance Corporation ("MBIA Inc."). The principal shareholders of
MBIA Inc. are Aetna Life and Casualty Company, Fireman's Fund Insurance
Company, subsidiaries of CIGNA Corporation and The Continental Insurance
Company and one of its affiliates, and they own approximately 85% of the
outstanding common stock of MBIA Inc. Neither MBIA Inc. nor its shareholders
are obligated to pay the debts of or claims against the Insurer. The Insurer
is a limited liability corporation rather than a several liability
association. The Insurer is domiciled in the State of New York and licensed
to do business in all 50 states, the District of Columbia and the Commonwealth
of Puerto Rico. As of December 31, 1987 the Insurer had admitted assets of
$1.036 billion (audited), total liabilities of $674 million (audited), and
total capital and surplus of $361 million (audited) prepared in accordance
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with statutory accounting practices prescribed or permitted by insurance
regulatory authorities. As of December 31, 1988 the Insurer had admitted
assets of $1.146 billion (audited), total liabilities of $770 million
(audited), and total capital and surplus of $376 million (audited) prepared in
accordance with statutory accounting practices prescribed or permitted by
insurance regulatory authorities. Copies of the Insurer's financial
statements prepared in accordance with statutory accounting practices are
available from the Insurer. The address of the Insurer is 445 Hamilton
Avenue, White Plains, New York 10601.
Moody's Investors Service rates all bond issues insured by the Insurer
"Aaa" and short term loans "MIG 1," both designated to be of the highest
quality.
Standard & Poor's Corporation rates all new issues insured by the Insurer
"AAA" Prime Grade.
The Moody's Investors Service rating of the Insurer should be evaluated
independently of the Standard & Poor's Corporation rating of the Insurer. No
application has been made to any other rating agency in order to obtain
additional ratings on the Series 1989 Bonds. The ratings reflect the
respective rating agency's current assessment of the creditworthiness of the
Insurer and its ability to pay claims on its policies of insurance. Any
further explanation as to the significance of the above ratings may be
obtained only from the applicable rating agency.
The above ratings are not recommendations to buy, sell or hold the Series
1989 Bonds, and such ratings may be subject to revision or withdrawal at any
time by the rating agencies. Any downward revision or withdrawal of either or
both ratings may have an adverse effect on the market price of the Series 1989
Bonds.
SUMMARY OF CERTAIN PROVISIONS OF THE BOND RESOLUTION
[TO BE PROVIDED BY BOND COUNSEL]
UNDERWRITING
The Series 1989 Bonds are being purchased by Chase Securities, Inc.,
M. R. Beal & Company and American Government Certificates & Funds (the
"Underwriters") pursuant to the terms and conditions of a bond purchase
agreement between the Underwriters and the City. The Underwriters will
purchase all of the Series 1989 Bonds at an aggregate purchase price of
$ (which represents an original issue discount of o and
Underwriters' discount of _%) plus accrued interest from June 1, 1989.
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The Underwriters may offer and sell the Series 1989 Bonds to certain
dealers and others (including sales for deposit into investment trust, certain
of which may be sponsored or managed by one or more of the Underwriters) at
prices lower than the public offering prices stated on the cover page hereof.
TAX TREATMENT
The Internal Revenue Code of 1986, as amended (the "Code"), includes
requirements which the City must continue to meet after the issuance of the
Series 1989 Bonds in order that interest on the Series 1989 Bonds not be
included in gross income for federal income tax purposes. The City's failure
to meet these requirements may cause the interest on the Series 1989 Bonds to
be included in gross income for federal income tax purposes retroactive to the
date of issuance of the Series 1989 Bonds. The City has covenanted in the
Bond Resolution to take the actions required by the Code in order to maintain
the exclusion from gross income for federal income tax purposes of the
interest on the Series 1989 Bonds.
In the opinion of Bond Counsel, assuming continuing compliance by the
City with the tax covenants referred to above, under existing statutes,
regulations, rulings and court decisions, the interest on the Series 1989
Bonds is excluded from gross income for federal income tax purposes. The
interest on the Series 1989 Bonds is not an item of tax preference for
purposes of the federal alternative minimum tax imposed on individuals and
corporations; however, the interest on the Series 1989 Bonds is taken into
account in determining adjusted net book income (adjusted current earnings for
taxable years beginning after 1989) for purposes of computing the alternative
minimum tax imposed on corporations. Bond Counsel is further of the opinion
that the Series 1989 Bonds and the in - r et tharpnn a P exAm�nt from tawatin
under the laws of the State of Florida, extent as to estate taxes and taxes
imposed by Chapter 220, Florida Statutes on interest income or profits on
debt obligations owned by corporations, as defined therein
Except as described above, Bond Counsel will express no opinion regarding
the federal income tax consequences resulting from the receipt or accrual of
the interest on the Series 1989 Bonds, or the ownership or disposition of the
Series 1989 Bonds. Prospective purchasers of Series 1989 Bonds should be
aware that the ownership of Series 1989 Bonds may result in/ ollateral federal
income tax consequences, including (i) the denial of a deduction for interest
on indebtedness incurred or continued to purchase or carry Series 1989 Bonds
or, in the case of a financial institution, that portion of the owner's
interest expense allocable to interest on a Series 1989 Bond, (ii) the
reduction of the loss reserve deduction for property and casualty insurance
companies by 15 percent of certain items, including the interest on the Series
1989 Bonds, (iii) for taxable years beginning before 1992, the inclusion of
the interest on the Series 1989 Bonds in "modified alternative minimum taxable
income" for purposes of the environmental tax imposed on corporations, (iv)
the inclusion of the interest on the Series 1989 Bonds in the effectively
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connected earnings of/land profits (with adjustments) of United States branches
foreign corporations doing business in the United States for purposes of a
branch profits tax, (v) the inclusion of the interest on the Series 1989 Pondsn
in the passive income subject to federal income taxation of certain Subchapter
S corporations with Subchapter C earnings and profits at the close of the
taxable year and (vi) the inclusion in gross income of the interest on the
Series 1989 Bonds by recipients of certain Social Security and Railroad
Retirement benefits.
AOn April 11, 1989, Representative Dan Rostenkowski, Chairman of the House
Ways and Means Committee, introduced H.R. 1761. For taxable years beginning
after 1989, H.R. 1761 would take into account in computing a corporation's
alternative minimum tax 100 percent of certain amounts, such as interest on
the Series 1989 Bonds, included in earning and profits but otherwise excluded
from gross income, instead of 75 percent under current law.
LITIGATION
The City is a defendant from time to time in various lawsuits. It is
believed that none of the actions presently pending will have a material
effect upon the City's right to receive the Guaranteed Entitlement Revenues in
the full amount as provided by law. There is no pending or, to the knowledge
of the City, any threatened litigation against the City which in any way
questions or affects the validity of the Series 1989 Bonds, or any proceedings
or transactions relating to their issuance, sale or delivery.
RATINGS
Moody's Investors Service and Standard & Poor's Corporation have assigned
the ratings of "Aaa" and "AAA" respectively, to the Series 1989 Bonds on the
understanding that the standard policy ofA Municipal Bond Investors Assurance
Corporation insuring the timely payment of the principal of and interest on
the Series 1989 Bonds will be issued bMunicipal Bond Investors Assurance
Corporation upon the issuance of the Series 1989 Bonds. Such ratings reflect
only the views of such rating agencies, and an explanation of the significance
of such a rating may be obtained from the rating agency furnishing the same.
There is no assurance that such ratings will continue for any given period of
time or that they will not be revised or withdrawn entirely by either rating
agency, if in their judgment circumstances so warrant. A revision or
withdrawal of the ratings may have an adverse effect on the market price of
the Series 1989 Bonds.
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LEGALITY
Legal matters incident to the validity of the Series 1989 Bonds,
including their authorization, issuance and sale by the City are subject to
the approval of Greenberg, Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A.,
Bond Counsel, whose approving opinions will be printed on the Series 1989
Bonds. Certain legal matters will be passed upon for the City by Jorge L.
Fernandez, Esq., the City Attorney, and for the Underwriters by Yutak Rock &
Campbell, Atlanta, Georgia and Armando J. Bucelo, Jr., Esq., Miami, Florida.
CERTIFICATE OF CITY MANAGER AND THE
DIRECTOR OF FINANCE CONCERNING OFFICIAL STATEMENT
Concurrently with the delivery of the Series 1989 Bonds, the City Manager
and the Director of Finance will furnish their certificates to the effect
that, to the best of their knowledge, the Official Statement, as of its date
and as of the date of delivery of the Series 1989 Bonds, does not contain an
untrue statement of a material fact and does not omit to state a material fact
which should be included therein for the purpose for which the Official
Statement is to be used, or which is necessary to make the statements
contained therein, in the light of the circumstances in which they were made,
not misleading.
MISCELLANEOUS
The information contained in this Official Statement has been compiled
from official and other sources believed to be reliable, and while not
guaranteed as to completeness or accuracy, it is believed to be correct as of
this date.
The execution and delivery of this Official Statement by its Mayor has
been duly authorized by the Commission of The City of Miami.
THE CITY OF MIAMI, FLORIDA
By -
Xavier L. Suarez
Mayor
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APpIl�IX A
EcaNOMIc INE'a�'TION
GENERAL AND FLORIDA
ON Ti'!E CITY OF MIAMI ,
89-54
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APPENDIX A
DESCRIPTION OF THE CITY
Geography
The City, situated at the mouth of the Miami River on the
western shore of Biscayne Bay, is a main port of entry in Florida
and the county seat of Metropolitan Dade County (the "County")
which encompasses 2,000 square miles of Florida's southeastern
region. The City comprises 34.3 square miles of land and 19.5
square miles of water.
Miami is the southern most major city and seaport in the
continental United States and the center of Pan-American trade
and air transportation. The nearest foreign territory is the
Bahamian island of Bimini, situated approximately fifty miles off
the coast of Florida. The County is often referred to herein as
Greater Miami.
Climate
Due to its location near the upper boundary of the tropical
zone, Miami's climate is strongly influenced by the Gulf Stream,
trade winds and other local climatic factors. Its average yearly
temperature is 75.5°F. Summer temperatures average 81.4°F and
winter temperatures average 69.1°F. Rainfall comes most fre-
quently between the months of May and September, with June the
heaviest, averaging nine inches.
Population
The U.S. Bureau of Census estimated the population of the
City at 346,865 as of April 1, 1980. The 1988 population of the
City has been estimated to be 369,007 by the State of Florida
Division of Population Studies, Bureau of Business and Economic
Research, University of Florida.
During 1980, the City population increased by 50,000 to
approximately 400,000, due to a large influx of Cuban and Haitian
refugees. Some of these people have subsequently relocated to
other jurisdictions. The 1988 population of 369,007 provided by
the State of Florida is being challenged by the City. According
to City estimates, the 1988 population is approximately 380,000
and is expected to increase to 400,000 by the year 2000.
Government of the City
The City has operated under the Commission -City Manager form
of government since 1921. The Commission consists of five
elected citizens, who are qualified voters in the City, one of
whom serves as Mayor. The Commission acts as the governing body
of the City with powers to enact ordinances, adopt resolutions
and appoint a chief administrative officer known as the City
Manager. The City Clerk and City Attorney, as well as members of
the Planning Advisory Board, the Zoning Board, the City of Miami
Health Facilities Authority and the Miami Sports and Exhibition
Authority are also appointed by the City Commission. Members of
the Off -Street Parking Board and the Downtown Development Author-
ity are appointed by the respective bodies and ratified by the
Commission.
City elections are held in November every two years on a
non -partisan basis. At each of these elections a Mayor is
elected for a two-year term. In November, 1988 the voters of the
City approved extending the term of Mayor from two years to four
years. Candidates for Mayor must run as such and not for the
Commission in general. At each election two members of the Com-
mission are elected for four-year terms. Thus, the City Commis-
sioners' terms -are staggered so that there are always at least
two experienced members on the Commission.
The City Manager serves as the administrative head of the
municipal government, charged with the responsibility of managing
the City's financial operations and organizing and directing the
administrative infrastructure. The City Manager also retains
full authority in the appointment and supervision of department
directors, preparation of the City's annual budget and initiation
of investigative procedures. In addition, the City Manager takes
appropriate action on all administrative matters.
Mayor and City Commissioners
Xavier L. Suarez was elected Mayor in November, 1985 and
reelected in 1987 for respective two-year terms. Mayor Suarez is
a Summa Cum Laude graduate of Villanova University, and holds a
Masters Degree in Public Policy from the John F. Kennedy School
of Government of Harvard University and a Juris Doctorate from
Harvard Law School. He is currently a partner in the Miami law
firm of Tew, Jorden, Schulte & Beasley. Mayor Suarez has
actively served the Miami community for a number of years through
participation on numerous advisory boards and committees.
Victor H. De Yurre was elected Commissioner in November,
1987 for a four-year term and Vice Mayor by the Commission in
November, 1988 for a one-year term. Vice Mayor De Yurre is a
graduate of the University of Miami and holds a Juris Doctorate
from St. Mary's University School of Law and a Master of Laws
degree in Taxation from the School of Law of the University of
Miami. Vice Mayor Pe Yurre has his own legal practice and has
served on numerous advisory boards and committees in the Miami
area.
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5 -
o
Miller J. Dawkins was elected Commissioner in November, 1981
and reelected in 1985 for a four-year term. Commissioner Dawkins
is a graduate of Florida Memorial College and holds a Master of
Science degree from the University of Northern Colorado. Commis-
sioner Dawkins has been employed for over 17 years at Miami Dade
Community College.
Rosario A. Kennedy was elected Commissioner in November,
1985 for a four-year term, becoming the first Hispanic woman ever
elected to the Commission. Commissioner Kennedy is a Vice Pres-
ident of Terremark, Inc., a Miami real estate development and
investment firm. Commissioner Kennedy has served on numerous
business, civic and community boards, in leadership and member-
ship capacities in the Miami area.
J.L. Plummer, Jr., was appointed a Commissioner in October,
1970 and was elected Commissioner in November, 1971, and
reelected in 1975, 1979, 1983 and 1987 for four-year terms. Com-
missioner Plummer is a graduate of Miami Senior High School and
the Cincinnati College of Mortuary Science. He is Chairman of
the Board of Ahern -Plummer Funeral Homes, Miami, Florida.
Administration of the City
Cesar H. Odio was appointed City Manager, effective December
16, 1985. Prior to his appointment to the top administrative
position in the City, Mr. Odio served as Assistant City Manager
for the City since January, 1980. His responsibilities extended
over the functions of parks and recreation, building and vehicle
maintenance, and public facilities. During the Mariel Boatlift
in 1980, he was appointed to the President's Task Force on
Refugee Affairs. Mr. Odio has a Bachelor of Science degree in
Public Administration from Florida Memorial College, Miami,
Florida and majored in Business Administration at the University
of Santo Tomas de Villanova, Havana, Cuba.
Carlos E. Garcia, Director of Finance since June 1980,
joined the City in November, 1976 as Assistant Finance Direc-
tor. He has been previously employed in private industry in
positions of Treasurer, Controller and Auditor. Mr. Garcia is a
Cum Laude graduate of the University of Miami with a B.B.A. and
also holds a Master of Science degree in Management from Florida
International University. He is licensed as a CPA in the State
of Florida and is a member of the American and Florida Institutes
of CPA's and of the Government Finance Officers' Association of
the United States and Canada.
Jorge L. Fernandez, the City Attorney for the City of Miami,
Florida, has been a member of the City Attorney's Office since
1982. Mr. Fernandez graduated from Calvin College with a degree
A-3
89 !14fy
in History and Education and received a Masters Degree in Admin-
istration and Supervision from Florida International Univer-
sity. He received his J.D. degree from Wayne State University
School of Law and is active in several professional and community
organizations including the Florida Bar Local Government Law
Section, the American Bar Association's Urban, State and Local
Government Law Section, the National Institute of Municipal Law
Officers, the Dade County Bar Association and the Cuban American
Bar Association.
Matty Hirai was appointed City Clerk on September 1, 1985.
She was the City's Assistant City Clerk from September, 1976 to
August, 1985. She is a graduate of Edison High School and has
completed college courses at Pasadena City College, University of
California at Los Angeles, and Hunter College, New York. She
attended specialized courses at Syracuse University and obtained
the three -.year Certified Municipal Clerk Certificate extended by
that University. Ms. Hirai is a member of the International
Institute of Municipal Clerks.
Scope of Services and Agency Functions
The City provides certain services as authorized by its
Charter. Those services include public safety (police and fire),
parks and recreational facilities, trash and garbage collection,
street maintenance, construction and maintenance of storm drain
systems, planning and development functions, construction of
capital improvements, and building code, inspection and enforce-
ment services.
The Police Department provides a full range of police serv-
ices and presently has a uniformed force of 1,047 and a full-
time, permanent civilian component of 351. The Fire Department
is rated as Class I and provides a full range of fire protection
and emergency services as well as providing a full range of medi-
cal and rescue services.
The City provides garbage and trash pickup and enforces
sanitation requirements. Disposal of trash and garbage is per-
formed by the County under contract with the City. The Depart-
ment of Public Works maintains certain streets and sidewalks and
manages construction of sewers and other capital facilities
required by the City. The State of Florida and the County are
responsible for maintaining most arterial streets and all major
highways within the City. The Department of Parks, Recreation
and Public Facilities maintains and operates all City owned parks
and administers various recreational and cultural programs assoc-
iated with these facilities.
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Regional Government Services
The following information and data concerning the County
describe the regional government services the County provides for
residents of the County, including residents of the City.
The County is, in effect, a municipality with governmental
powers effective upon the 27 cities in, and the unincorporated
areas of, the County. The County does not displace or replace
={ the cities but supplements them by providing certain governmental
services. The County can take over particular activities of a
city's operations (1) if the services fall below minimum stan-
dards set by the Board of County Commissioners of the County (the
M_1 "County Commission"), or (2) with the consent of the governing
body of the City.
i
Since its inception, the County government has assumed
i responsibility .for a number of functions, including County -wide
1
police services which complement municipal police services within
the municipalities, with direct access to the National Crime
1 Information Center in Washington, D.C. and the Florida Crime
fit Information Center; a uniform system of fire protection services,
F which complement municipal fire protection services within four
municipalities and provide full service fire protection for
'i twenty-three municipalities which have consolidated their fire
departments with the County's fire department; a consolidated
two-tier court system pursuant to the revision of Article V of
the Florida Constitution which became effective on January 1,
1973; the development and operation of a County -wide water and
sewer system; the coordination of the various surface transporta-
tion programs, including a consolidated public transportation
system and a unified rapid transit system; operation of a central
traffic control computer system; implementation of a combined
public library system of the County and eighteen municipalities,
which together operate the main library, seventeen branches and
six mobile units servicing forty-four County -wide locations;
centralization of the property appraiser and tax collector func-
tions; furnishing of data to municipalities, the Board of Public
Instruction and several state agencies for the purpose of budget
preparation and for their respective governmental operations;
collection by the County Tax Collector of all taxes and distribu-
tion directly to the respective governmental entities according
to their respective tax levies; and development of minimum
acceptable standards by the County Commission, enforceable
throughout the County in such areas as environmental resources
management, building and zoning, consumer protection, health,
housing and welfare.
Mil
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8 "5
ECONOMIC AND DEMOGRAPHIC DATA
Introduction and Recent Developments
The City's diversified economic base is comprised of light
manufacturing, trade, commerce, wholesale and retail trade, and
tourism. While the City's share of Florida's tourist trade
remains an important economic force, the great gains the City has
made in the areas of banking, international business, real estate
and transhipment have fortified the economic base.
Major capital improvements have allowed the area to accommo-
date and foster this rapid expansion. The Port of Miami has
almost doubled in size, from 325 acres to 600 acres through a
$250 million expansion program completed in 1981. The Port
expa.ns.ion program is designed to move 16 million tons of cargo
and four million cruise ship passengers a year by the year 2000.
Miami International Airport is undergoing a $1.0 billion
expansion program. A seven story 7,500 space parking structure,
directly across from the main terminal, has been completed. An
elevated pedestrian sky bridge, opened in early 1985, connects
the parking structure to the main terminal. Other projects
include the construction of a direct connector road to the air-
port expressway, a cargo tunnel and the Cargo Clearance Center
which will centralize the operations of all cargo related federal
agencies. Expansion and modernization of passenger gate areas
continues in order to accommodate the increase in domestic and
international passenger traffic.
Downtown Miami experienced unprecedented growth during the
19801s, particularly in the development of commercial office
space. Completed projects represent an estimated investment of
public and private funds in excess of $2.4 billion.
Bayside
The Rouse Company, a leading builder of specialty marketpla-
ces in downtown waterfront settings, has developed the Bayside
Specialty Center on twenty acres of City -owned property along the
waterfront in Downtown Miami. The project currently features
235,000 sq. ft. of new retail space. Total project cost was $128
million, with City participation limited to a $4 million
investment in infrastructure improvements. The Bayside Parking
Garage, located adjacent to the specialty center, contains 1,200
parking spaces and a surface lot.
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Hayfront Park
Bayfront Park, adjacent to the Bayside project area, is
currently being redeveloped at a total project cost of $20
million. More than fifty percent of the project financing has
been secured by the City through a variety of Federal, state and
private funding sources.
Southeast Overtown/Parkwest
The Southeast Overtown/Parkwest Redevelopment Program
entails the redevelopment of 200 acres of prime real estate,
adjacent to the central business district, for new residential
and commercial activity. The general redevelopment concept for
the project area is the provision of a wide range of housing
opportunities, with supporting commercial uses, to serve the
area's future population. By the end of the century the project
area is envisioned to have the capacity to support over 9,000
residential units and over one million square feet of commercial
space. The City has been delegated limited redevelopment powers
for the implementation of the redevelopment plan. Public sector
involvement will focus on land acquisition, resident relocation,
demolition, project marketing, infrastructure improvements and
construction and, in some instances, the provision of "gap"
financing. It is estimated that over $1.0 billion in private
investment will occur during the next 20 years. Phase I develop-
ment is underway, with 1,139 units anticipated to be under con-
struction by the end of 1989. Public infrastructure work,
including utilities, street improvements and pedestrian ameni-
ties, is now being designed for implementation in conjunction
with the private development. Total public investment in Phase I
Redevelopment is over $45 million. New private construction in
the amount of $200 million is programmed to occur over the next
five years for a total of 1,900 residential units and 250,000
square feet of commercial space.
Miami Arena
The County levies a 3% Convention Development Tax on hotel
rooms, of which the City receives one-third. This tax is
received by the Miami Sports and Exhibition Authority to finance
its operations and debt service cost. The most significant
project financed by the Authority is the Miami Arena located
within the Southeast Overtown/Park West redevelopment area, home
to the Miami Heat and the University of Miami Hurricanes. This
300,000 square feet multi -purpose facility, completed in 1988 at
a total cost of $52 million, accommodates up to 15,600
spectators.
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5-1
Bayfront Park
Bayfront Park, adjacent to the Bayside project area, is
currently being redeveloped at a total project cost of $20
million. More than fifty percent of the project financing has
been secured by the City through a variety of Federal, state and
private funding sources.
Southeast Qvertown/Parkwest
The Southeast Overtown/Parkwest Redevelopment Program
entails the redevelopment of 200 acres of prime real estate,
adjacent to the central business district, for new residential
and commercial activity. The general redevelopment concept for
the project area is the provision of a wide range of housing
opportunities, with supporting commercial uses, to serve the
area's future population. By the end of the.century the project
area is envisioned to have the capacity to support over 9,000
residential units and over one million square feet of commercial
space. The City has been delegated limited redevelopment powers
for the implementation of the redevelopment plan. Public sector
involvement will focus on land acquisition, resident relocation,
demolition, project marketing, infrastructure improvements and
construction and, in some instances, the provision of "gap"
financing. It is estimated that over $1.0 billion in private
investment will occur during the next 20 years. Phase I develop-
ment is underway, with 1,139 units anticipated to be under con-
struction by the end of 1989. Public infrastructure work,
including utilities, street improvements and pedestrian ameni-
ties, is now being designed for implementation in conjunction
with the private development. Total public investment in Phase I
Redevelopment is over $45 million. New private construction in
the amount of $200 million is programmed to occur over the next
five years for a total of 1,900 residential units and 250,000
square feet of commercial space.
Miami Arena
The County levies a 3% Convention Development Tax on hotel
rooms, of which the City receives one-third. This tax is
received by the Miami Sports and Exhibition Authority to finance
its operations and debt service cost. The most significant
project financed by the Authority is the Miami Arena located
within the Southeast Overtown/Park West redevelopment area, home
to the Miami Heat and the University of Miami Hurricanes. This
300,000 square feet multi -purpose facility, completed in 1988 at
a total cost of $52 million, accommodates up to 15,600
spectators.
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�5
O
Corporate Expansion
The favorable geographic location of Greater Miami, the
trained commercial and industrial labor force and the favorable
transportation facilities have caused the economic base of the
area to expand by attracting to the area many national and inter-
national firms doing business in Latin America. In Greater
Miami, over 100 international corporations have set up hemis-
pheric operations. Among them are such corporations as Dow Chem-
ical, Gulf Oil Corporation, Owens-Corning Fiberglass Corporation,
American Hospital Supply, Coca-Cola Interamerican Corporation,
Ocean Chemicals, Inc., a subsidiary of Rohm & Haas Company, Rowye
Trading, A.G. Mayr Brothers International and Abtron Corp.
Other national firms that have established international
operations or office locatio"hs in Greater Miami are Alcoa
International, Ltd., Atlas Chemical Industries,. International
Harvester, Johns Manville International, Minnesota (3-M) Export,
Inc., Pfizer Latin America Royal Export, and United Fruit, Baccus
Electronics and Kraft.
Industrial Development
Greater Miami contains over one hundred million square feet
of industrial space. Manufacturing concerns account for nearly
half of the occupied space with storage companies occupying an
additional 35 percent of the City's industrial space. Trans-
portation and service companies occupy the bulk of the remaining
15% of the City's industrial space.
The Industrial Development Authority (IDA) of Dade County
reports that approximately two-thirds of Greater Miami's indus-
trial firms own their facilities. There are currently 37 indus-
trial parks in Greater Miami.
Greater Miami's apparel industry is one of the largest in
the nation, primarily consisting of numerous small firms rather
than a few large operations. Roughly 30,000 jobs are provided by
nearly 500 manufacturers. Florida apparel firms, most of which
are centered in the Miami area, shipped $849 million of
merchandise in 1980, a 56 percent increase over 1970 figures.
South Florida is one of the fastest growing interior design
centers in the nation. Over 190 design -related businesses pro-
vide 5,600 ancillary jobs and generate $350 million into the
local economy. More than $20 million in new construction has
taken place in the past five years at the Miami Design Plaza,
located on 38 acres within a 14-block area in midtown Miami. It
is anticipated that approximately $5 million more will be inves-
ted in the district in the immediate future.
WN
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Ea
Civil Disturbance
The City experienced a civil disturbance on January 16,
1989, following the mortal wounding of a suspect in the Overtown
area of the City by a City police officer. The disturbance was
confined to a small neighborhood and consisted of isolated acts
of mischief and vandalism. Damage to real property amounted to
less than one million dollars.
Financial Institutions
The County is growing as an international financial center
with 41 foreign banks and ten representative offices operating in
the community. Additionally, there are 29 Edge Act Banks that
have moved to the Miami area.` These include: Bank of Boston
International South, Bankers Trust International, Banco de
Santander International, Chase Bank International, Citibank
International, Irving Trust, American Express Bank International,
Manufacturers Hanover International, and Morgan Guaranty
International. The Federal Reserve Edge Act Amendment, adopted
in 1979, permitted banks to open international banking subsid-
iaries outside their home states. The Federal Reserve System has
located a branch office in Dade County to assist the Atlanta
office with financial transactions in the South Florida area.
There are 69 local banks in Dade County which together have
a total of approximately $26 billion in deposits. A ten year
summary is presented below:
Bank Deposits (1)
Number of
Year.
Banks
Total Deposits
1988
..........
69
$25,958,000,000
1987
..........
73
23,042,378,000
1986
..........
75
21,615,733,000
1985
..........
76
21,770,028,000
1984
..........
73
19,256,581,000
1983
..........
70
16,158,326,000
1982
..........
65
13,486,248,000
1981
..........
65
9,234,540,000
1980
..........
63
9,341,691,000
1979
..........
71
7,982,108,000
Source: The F.D.I.C., Atlanta, Georgia.
(1) The information presented is for the County as a whole, which includes
the City. The figures include national and state chartered banks that
are F.D.I.C. insured; state chartered non-insured banks are not included.
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ri
Tourism
Greater Miami always has been a very attractive city for
domestic and international tourists. Its climate and beaches
draw many thousands of visitors throughout the year. Local
government and private interests have cooperated in developing
outstanding attractions and events which include power boat races
at Miami Marine Stadium, the Orange Bowl Classic, the Seaquarium,
Planet Ocean, Parrot Jungle, Monkey Jungle, the Orchid Jungle,
dog and horse race tracks, Jai Alai, the Vizcaya Palace and
Metrozoo. Other points of interest and activities include tours
of the Everglades and the Florida Keys, major league professional
sports events, and annual attractions such as the Youth Fair,
Graphics Fair, International Folk Festival, Orange Bowl Marathon,
Calle Ocho Open House, Carthaval Miami, Coconut Grove Art
Festival, Kwanza and Goombay Festivals, Hispanic Heritage Week,
Little River Oktoberfest and the Orange Bowl festival events.
Two major auto racing events are held in the City
annually. The Miami Grand Prix auto race has been run annually
in downtown Miami since 1983. Cars and drivers from around the
world competed for more than $240,000 in prize money in 1988.
The Tamiami CART Grand Prix race has been held at the Florida
International University campus in Greater Miami since 1985.
During 1988, approximately 7.0 million out-of-state visitors
stayed in over 53,559 hotel and motel rooms in Greater Miami.
Many of these visitors participated in international trade activ-
ities such as conventions and conferences. Tourists and visitors
expended approximately $5.2 billion in Greater Miami in 1988,
according to the estimates of the County.
Medical Facilities
The 40 hospitals located in Greater Miami offer virtually
all general and highly specialized medical services. This pro-
gressive and growing health care delivery system provides educa-
tional opportunity for the health care professional and places
Miami in the forefront of communities with comprehensive national
and international medical capabilities.
Recreational Facilities
The Greater Miami area is famous for its sailing, deep sea
fishing and boat races. There are 35 yacht clubs and marinas,
with 685 berthing facilities provided by City -owned marinas.
Athletics for spectator sports fans are held at the City -
owned Orange Bowl Stadium, the Miami Arena, the Bobby Maduro
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Baseball Stadium, the Marine Stadium and the Miami Convention
Center. Sports competition includes professional and college
football, basketball, baseball and championship boat races.
Other athletic events include amateur football, basketball,
soccer, baseball, motorcycle speedway racing and rowing events.
Golf is played year round at the Greater Miami area's 23
public and 14 private courses. Several open golf tournaments are
held each year.
The Greater Miami area's 403 public parks and playgrounds
cover 408,710 acres, providing residents and visitors a wide
range of subtropical nature settings unique only to South Florida
in the continental U.S. Each park has a combination of
facilities that are enjoyed year round. These facilities include
but are not limited to: public swimming pools, tennis courts,
handball courts, boat ramps, vita courses, picnic areas, lakes
for swimming and boating, equestrian trails and baseball and
softball fields.
The Greater Miami area's 22 public beaches comprise 1,400
acres, which are freely accessible and are enjoyed year round by
residents and tourists.
Cultural Facilities and Affairs
The Greater Miami area has an extensive library system,
several museums of art and history and art galleries. A new
cultural center built by the County at a cost of $26.6 million
opened in downtown Miami in 1984. The complex, designed by
Philip Johnson, is composed of a library, fine arts center, and a
historical museum.
Symphonic and pop concerts are performed regularly. Five
theatres draw plays and concerts from around the United States
which appeal to all ages. Operas are performed by both amateurs
and professionals. Resident dance companies offer a full calen-
dar of events.
Educational Institutions
The public schools of the County provide educational
facilities on primary and secondary levels.
Public school enrollment, including both primary and
secondary levels, since 1980 is as follows:
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6
School
Enrollment
Public School System
Dade
County
Year
Miami
Total
1988
................
41,521
262,213
1987
................
36,994
244,734
1986
................
38,345
236,127
1985
................
37,093
227,906
1984
................
36,992
223,884
1983
................
35,394
223,948
1982
................
35,662
226,324
1981
................
36,430
233,886
1980
................
35,093
226,576
Source: Dade County School Board.
Over 70,000 students are enrolled in the following colleges and
universities located within the area:
Barry University
Florida International University
Florida Memorial College
International Fine Arts College
Miami Christian College
Miami -Dade Community College
St. Thomas University
University of Miami
Film Industry
Film Production in South Florida is third in national rank-
ing (behind New York and Los Angeles), according to figures
released by the State's Department of Commerce, Motion Picture
and Television Bureau. State and local officials estimate that
between 50 to 60 percent of Florida's film business is conducted
in South Florida (Dade and Broward Counties). she 1988 film
production totals for Florida were $256 million, of which $155
million was spent in South Florida.
Agriculture
The land area of Greater Miami includes large agricultural
expanses on which limes, avocadoes, mangoes, tomatoes, and pole
beans are grown for the fresh produce market. During the sunny
and warm winter months, the mild climate enables these crops to
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be grown and harvested. Many of the vegetables are shipped to
the northern United States during the winter. Exotic tropical
fruits such as plantains, lychee fruit, papaya, sugar apples and
Persian limes grow in the area and cannot be grown anywhere else
in this country.
Export
More than fifty-five percent of Florida's foreign trade,
which according to the U.S. Commerce Department's 1988 figures
totalled in excess of $27.5 billion, flows through the ports of
the City.
Further stimulation in the investment climate has resulted
from the implementation of the `12 year Caribbean Basin Initiative
program, designed to boost the economies of 27 countries of Cen-
tral America and the Caribbean islands. The Caribbean Basin
Initiative program, which grants duty-free entry into the U.S. of
material goods produced in the region, is also expected to bring
greater economic stability to those countries.
Trade offices have been established in South Florida by
several countries, in addition to economic affairs conducted by
the 37 foreign consulates located in the Greater Miami area.
These trade offices include those established by Belgium, Chile,
Colombia, the Dominican Republic, Guatemala,'Hong Kong, Jamaica,
Korea, Panama, Spain and the Philippines.
Miami International Airport
The County is the owner of five separate airports within its
boundaries. The responsibilities for their operation are
assigned to the Dade County Aviation Department. Miami
International Airport ranks 9th in the nation and llth in the
world in the number of passengers using its facilities. It ranks
4th in the nation and 7th in the world in the movement of
domestic and international air cargo.
The Airport's facilities include three runways, a 7,500 car
parking complex, approximately two million square feet of ware-
house and office space, and maintenance shops. Approximately
30,000 individuals are employed at the airport.
In 1988 the Airport served 24.3 million passengers and
handled 1.4 billion pounds of cargo. Previous years statistics
are presented below:
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Passengers
Year
(000's)
Cargo (000's lbs.)
1988 .....
24,224
1,429.►944
1987 .....
23,801
1,374,380
1986 .....
21,357
1,200,270
1985 .....
19,853
1,031,700
1984 .....
19,328
1,130,184
1983 .....
19,322
1,184,526
1982 .....
19,388
1,246,700
1981 .....
19,849
1,170,009
1980 .....
20,507
1,130,800
1979 .....
19,628
1,066,313
Source: Dade County Aviation Department.
Port of Miami
The Port of Miami is owned by the County and is operated by
the Dade County Seaport Department. From 1979 to 1988, the
number of passengers sailing from the Port increased from
1,350,332 to 2,502,411, an increase of 85%. This increased
growth highlights the Port's emergence as the world's leading
cruise ship port.
The Port of Miami specializes in unitized trailer and con-
tainer cargo handling concepts. The most effective use of equip-
ment and the Port's convenient location combine to make the Port
the nation's leading export port to the Western Hemisphere. From
1979 to 1988 the total cargo handled increased from approximately
2.3 million tons to over 2.6 million tons, an increase of 14%.
A summary of the growth in revenues, passengers and cargo
for previous years is presented below:
Year Revenues
1988 ..... $26,489,275
1987 .....
19,933,917
1986 .....
17,973,522
1985 .....
17,135,048
1984 .....
15,943,548
1983 .....
14,201,008
1982 .....
12,949,687
1981 .....
12,468,522
1980 .....
12,056,896
1979 .....
8,110,840
Passengers
2,502,411
2,633,041
2,520,511
2,326,685
2,217,065
2,002,654
1,760,255
1,567,709
1,459,144
1,350,332
Source: Dade County Seaport Department.
A-14
Cargo (Tonnage)
2,602,556
2,425,937
2,406,084
2,333,026
2,287,281
2,305,645
2,665,921
2,757,374
2,485,791
2,291,382
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LA
Demographic Data
='
The following table
indicates the
distribution
by age groups
among the population of
residents of
the City and of
the County.
Age Group as a
Percentage
of Total Population
1980
Miami
Dade
Age Group Number
Percentage
Number Percentage
0-5 ........ 23,459
7%
113,544
7%
6-19....... 61,826
17
330,738
20
-'`
20-34....... 75,919
22
374,276
23-
'
35-59....... 106,569
31
471,351
29
60-75....... 55,924
16
230,136
14
75.......... 23,168
7
105,736
7
_
F
346,865
100$
1,625,781
100
Source: 1980 U.S. Census of
Population and
Housing.
Retail Sales
Although the City contains 22 percent of the population of
the County, almost half of the dollar value of sales transactions
for the County are reported in the City. The following table
presents five years of taxable sales information for the City and
the County.
Taxable Sales
($ in thousands)
Fiscal Year
1988 1
1987 1
1986
1985
1984
Miami ............. $ 8,708,334
$ 6,686,603
$ 6,400,652
$ 5,900,000
$ 5,438,000
Dade County....... $18,401,045
$15,860,503
$14,556,903
$13,500,000
$12,223,000
Miami/Dade........ 47%
43%
44%
45%
45%
Source: Department of Revenue; State of Florida.
(1) Includes amounts received from the State of Florida tax on the sale of professional
services which became effective in July, 1987 and was repealed in December, 1987.
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U
Employment
12
The tables below indicate the scope of employment throughout
the City and the County.
Employed Persons by Industry Type
1980
Miami Percentage Dade County Percentage
Agriculture, Forestry, Fishing, Mining............
1,590
1X
14,850
2%
Construction ... ..... 0... 0..................0......
11,150
7
44,560
6
Manufacturing...................0........0....0...
27,070
17
103,970
14
Transportation, Communication, Public Utilitigs...
12,740
8
81,690
11
Wholesale Trade ...................................
9,550
6
44,560
6
Retail Trade .............. 4.................0.....
27,070
17
133,670
18
Finance, Insurance, Real Estate ...................
11,140
7
59,410
8
Business and Repair Services ......................
9,550
6
37,130
5
Personal Entertainment and Services..* ............
15,920
10
51,980
7
Health Services.... ....... oe ......................
12,740
8
59,410
8
Educational Services.* .....................
7,960
5
44,560
6
Other Professional Services .......................
6,370
4
37,130
5
Public Administration .............................
6,360
4
29,710
4
Total .........................................
159,210
100%
742,630
100%
Source: 1980 Census of the Population and Housing.
Unemployment Rates
Annual Average
1988
1987
1986
1985
1984
Miami ............... 6.7%
7.2%
8.2%
9.2%
9.4%
Dade County......... 5.4
5.8
6.7
7.5
7.7
U.S................. 5.5
6.2
7.0
7.2
7.5
Source: United States Department of Labor, Bureau of Labor Statistics.
A-16
`-1 \J -5 4 9F
12
Housing
The U.S. Census figures for 1980 show that the median value
of owner occupied housing was $47,517 which is an increase of
171% of the median value of $17,500 per owner occupied housing as
outlined in the 1970 U.S. Census figures.
The following tables detail the characteristic of housing by
units in the City and the County.
Values of Owner Occupied, Non -Condominium Housing Units
1980
Less than $25,000;.......
25,000-39,999.........
40,000-49,999........
50,000-79,999........
80,000-99,999........
100,000 and over......
Total .............
Median Value........
Ni i
Percentage
Dade
Percentage
$ 3,690.
.11%
$ 14,156
6%
8,283
25
43,732
18
6,326
19
39,978
17
11,012
33
81,130
35
1,684
5
21,211
9
$ 2,462
7
$ 34,658
15
33,457
100%
234,865
100%
$47,517
$ 57,200
Source: 1980 U.S. Census of the Population and Housing.
Occupied Housing by Tenure
1970 Percentage 1980 Percentage
Owner Occupied........... 43,158 36% 45,738 34%
Renter Occupied.......... 77,235 64 88,308 66
Total ................ 120,393 100% 134,046 100%
Source: 1970 and 1980 U.S. Census of the Population and Housing.
A-17
0
Building Permits
LA
The dollar value of building permits issued in the City and
in the unincorporated areas of the County since 1979 is as
follows:
Building Permits Issued
($ in thousands)
City of Unincorporated
Year Miami Dade County
1988....................
$288,771
$2,702,387
1987....................
238,,513
1,190,493
1986....................
t192,418
1,023,858
1985....................
322,785
864,862
1984.....................
345,262
953,055
1983....................
299,941
903,706
1982....................
358,676
659,160
1981....................
532,205
901,676
1980....................
350,054
1,020,840
1979....................
201,667
963,144
Source: City of Miami Department of Building and Zoning and Dade County
Department of Building and Zoning.
New residential construction in the City since 1979 has been
estimated as follows:
Number of
Year
Units
1988...............
212
1987...............
1,425
1986...............
801
1985...............
603
1984...............
1,018
1983...............
661 '
1982...............
1,753
1981...............
3,164
1980...............
2,188
1979...............
1,995
Source: City of Miami Department of Building and 'Zoning.
A-18
89-5 r.
APPMIX B
FORM OF BOND COUNSELS OPINION
8.9 - 5 49
LM
APPENDIX B
Form of Bond Counsel Opinion
[Letterhead of Greenberg, Traurig, Hoffman,
Lipoff, Rosen & Quentel, P.A.]
June , 1989
The Commission of The
City of Miami.
Miami, Florida
$6,500,000
The City of Miami, Florida
Guaranteed Entitlement Revenue Bonds
Series 1989
Dear Commissioners:
We have acted as bond counsel in connection with the
issuance and sale by The City of Miami, Florida (the "City")
of its Guaranteed Entitlement Revenue Bonds, Series 1989,
initially issued and delivered on this date (the "Series 1989
Bonds") pursuant to the Constitution and laws of the State of
Florida, particularly Chapter 218, Part II, Florida Statutes,
as amended, and the Municipal Home Rule Powers Act (Chapter
166, Florida Statutes, as amended) and the Charter of the
City (Chapter 10847, Special Laws of Florida, 1925, as
amended) (collectively, the "Act"), Resolution No. 89-443
duly adopted by the Commission of the City (the "Commission")
on May 11, 1989 (the "Bond Resolution") and Resolution No.
89 duly adopted by the Commission on ,
1989 (the "Series Resolution", and together with the Bond
Resolution, the "Resolution").
grs
The Commission of The
City of Miami, Florida
June 1989
Page 2
The Series 1989 Bonds are being issued for the purposes
of (i) financing the costs of certain capital improvements
and equipment within the City, (ii) funding a debt service
reserve account, (iii) paying accrued interest on the Series
1989 Bonds and (iv) paying certain costs associated with the
issuance of the Series 1989 Bonds. The Series 1989 Bonds are
issuable as fully registered bonds in denominations of $5,000
or any integral multiple thereof. The Series 1989 Bonds are
redeemable upon the terms and conditions and in the manner
stated in the Resolution.
In order to secure the payment of the Series 1989 Bonds,
and subject to the terms of the Resolution, the City has
pledged to the owners of the Series 1989 Bonds, and granted
to the owners of the Series 1989 Bonds, a lien upon the
Pledged Funds (as defined in the Resolution). Payment of the
Series 1989 Bonds is additionally secured by a municipal bond
insurance policy issued by Municipal Bond Investors Assurance
Corporation on the date hereof, which guarantees the
scheduled payment of principal of and interest on the Series
1989 Bonds under the terms contained in said insurance policy.
In rendering the opinion in paragraph number 4 below, we
have assumed continuing compliance with the requirements of
the Internal Revenue Code of 1986, as amended (the "Code"),
with which the City must comply after the issuance of the
Series 1989 Bonds in order that interest on the Series 1989
Bonds not be included in gross income for Federal income tax
purposes. The City's failure to comply with such
requirements may cause interest on the Series 1989 Bonds to
be included in gross income for Federal income tax purposes
retroactive to the date of issuance of the Series 1989
Bonds. The City has covenanted in the Resolution to comply
with such requirements.
We have examined the Act, the Resolution and such
certified copies of the proceedings of the City and of such
other documents as we have deemed necessary to render this
opinion. We also have examined one of the Series 1989 Bonds
as executed and authenticated. As to questions of fact
material to our opinion, we have relied upon representations
of the City furnished to us, without undertaking to verify
such representations by independent investigation.
The Commission of the
City of Miami, Florida
June 1989
Page 3
Based on the foregoing, we are of the opinion that:
1. The City is duly created and validly existing as a
municipal corporation of the State of Florida, with the power
to adopt the Resolution, to perform its obligations
thereunder and to issue and sell the Series 1989 Bonds.
2. The Resolution has been duly adopted by the City
and creates a valid pledge of and lien upon the Pledged Funds
and constitutes a valid and binding obligation of the City,
enforceable against the City, in accordance with its terms.
3. The issuance and sale of the Series 1989 Bonds have
been duly authorized by the City and the Series 1989 Bonds
constitute valid and binding special limited obligations of
the City, payable in accordance with, and as limited by, the
terms of the Resolution.
4. Under existing statutes, regulations, rulings and
court decisions, interest on the Series 1989 Bonds is
excluded from gross income for Federal income tax purposes.
Furthermore, interest on the Series 1989 is not an item of
tax preference of purposes of the Federal alternative minimum
tax imposed on individuals and corporations; however,
interest on the Series 1989 Bonds is taken into account in
determining adjusted net book income (adjusted current
earnings for taxable years beginning after 1989) for purposes
of computing the alternative minimum tax imposed on
corporations. We express no opinion regarding other Federal
tax consequences resulting from the ownership, receipt or
accrual of interest on, or disposition of. the Series 1989
Bonds.
S. The Series 1989 Bonds and the income thereon are
exempt from taxation under the laws of the State of Fl-orida,
except as to estate taxes and taxed imposed by Chapter 220,
Florida Statutes, on interest, income or profits on debt
obligations owned by corporations, as defined therein.
The opinions set forth in numbered paragraphs 2 and 3
above are subject to state and Federal laws and equitable
principles affecting the enforcement of creditors' rights.
89-54•
The Commission of The
City of Miami, Florida
June , 1989
Page 4
Except as set forth in an opinion of even date herewith
that we have delivered to the underwriters of the Series 1989
Bonds, we do not express any opinion as to the adequacy or
accuracy of any official statement of the City pertaining to
the offering of the Series 1989 Bonds.
We wish to call to your attention that the Series 1989
Bonds do not constitute a debt of the City, the State of
Florida or any political subdivision thereof within the
meaning of any constitutional or statutory provision, or a
pledge of the taxing power or the faith and credit of the
City, the State of Florida or any political subdivision
thereof. Neither the City, the State of Florida, nor any
political subdivision thereof is obligated to pay the Series
1989 Bonds or or the interest thereon except out of the
Pledged Funds pledged therefor under the Resolution.
Respectfully submitted,
S9-54
I
Lu
APPENDIX C
SPECIMEN COPY OF MUNICIPAL BOND INSURANCE POLICY
89-549.
E'er APPENDIX C
MUNICIPAL BOND GUARANTY
INSURANCE POLICY
Municipal Bond Investors Assurance Corporation
White Plains, New York 10601
Policy No.
Municipal Bond Investors Assurance Crnpontion (the "Insurer"-), in consideration of the payment of the premium and subject to the terms of this
policy, hereby unconditionally and irrevocably guarantees to any owner, as hereinafter defined, of the following described ligation, the full and
complete payment required to be made by or on behalf of the Issuer to
- 4
s i or its successor (the "Paying Agent") of an amount equal to (i) the principal of (either at the stated maturitt of maturity
pursuant to a mandatory sinking fund psyment) and interest on, the Obligations (as that term is defined below all become due
a but shall not be so paid (except that in the event of any acceleration of the due date of such principal by re o inal redemption
or acceleration resulting from default or otherwise, other than any advancement of matunty pursuant g fund payment. the
payments guaranteed hereby shall be made in such amounts and at such tires. as such payments of ' e due had there not been
any such accelention); and (ii) the reimbursement of any such payment which is subsequently reco pursuant to a final judgment
by a cant of competent jurisdiction that such payment constitutes an avoidable preference t owner the meaning of an appl le
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence a in collectively as the "Insured
Amounts. ' "Obligations" shall mean:
2'
a<
Upon receipt of telephonic or telegraphic notice, such notice subsequently confirmed in writing by registered or certified trail, or upon receipt of
_`• written mice by registered or certified mail, by the insurer from the Payin Agent or any owner of an Obligation the payment of an Insured Amount
for which is then due, that such required payment has not been made, the isurer on the due date of such payment or within one business day after
receipt of notice of such nonpayment, whichever is later, will make a deposit of funds, in an account with Citibank, N.A.. in New York, New York,
or its successor, sufficient for the payment of any such Insured Amounts which are then due. Upon presentment and surrender of such Obligations or
presentment of such other proof of ownership of the Obligations, together with any appropriate instruments of assignment to evidence the assignment
!^ of the Insured Amounts due on the Obligations as arc paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer as
' agent for such owners of the Obligations is any legal proceedin$ related to payment of Insured Amounts on the Obligations, such instruments being
in a form satisfactory to Citibank, N.A., Citibank, N.A. shall disburse to such owners, or the Paying Agem payment of the Insured Amounts due on
such Obligations, less any amount held by the Paying Agent for the payment of such Insured Amounts and logally available therefor. This policy
—�; does not insure against loss of any prepayment premium which may at any time be payable with respect to any Obligation.
SEE, :
s As used herein, the tens 'owner" shall blears the registered owner of any Obligation as indicated in the books maintained by the Paying Agent, the
_." Issuer, or any designee of the Issuer for such purpose. The term owner shall not include the Issuer or any party whose agreement with the Issuer
W" constitutes the underlying security for the Obligations.
' An service of process on the Insurer may be made to the Insurer at is offices located at 445 Hamilton Avenue, White Plains, New York 10601 and
service of process shall be valid and binding.
o ' This policy is non -cancellable for any reason. The premium on this policy is not refundable for any reason including the payment prior to maturity
of the Obligations.
M s
IN WrMESS WHEREOF, the Insurer has caused this policy to be executed and attested on its behalf by its President and its Secretary, this
day of , 19 —
MUNICIPAL BO TORS
ASSURANCE ATION
Attest:
STD-R-1
*insert Name of Trustee or Paying Agent.
C7V
M=
CITY OF MIAMI, FLORIDA
25
INTER -OFFICE MEMORANDUM
Honorable Mayor and members of
TO : City Commission DATEAY _ 198 FILE _
t SUEUECT : Agenda Item for City
Commission meeting of
—a =
FROM Cesar Od i REFERENCES
=y City Mana
f ENCLOSURES:'
a
RECOMMENDATION:
It is respectfully recommended that attached resolution, amending
resolution No. 89-443, adopted on May 11, 1989 authorizing the -_
issuance of $6,500,000 City of Miami, Florida Guaranteed
Entitlement Revenue Bonds, Series 1989, approving terms and
conditions of their negotiated sale; ratifying the prior e
21wdistribution and form of the preliminary official statement;
r authorizing the appointment of a bond registrar and a paying
gagent; and authorizing officials of the City to take incidental
—4 actions -to accomplish the sale of the bonds, be adopted.
BACKGROUND:
The City Commission by resolution 89-443 adopted on May 11, 1989,
authorized the issuance of $6,500,000 City of Miami, Florida
Guaranteed Entitlement Revenue Bonds.
The attached resolution defines certain terms and conditions
related to this negotiated bond sale, such as:
Life of bonds shall not exceed 30 years, and interest rate
shall not exceed 10%.
Form of the attached Bond Purchase Agreement is adopted, and
the Mayor and Vice Mayor are authorized to execute it.
Attached Rreliminary Office Statement is ratified and
Official Statement is approved.
Florida National Bank is appointed as Bond Registrar and
Paying Agent.
Certain City officials, including Mayor, Vice Mayor, City
Attorney and City Clerk, •are authorized to execute and
deliver required documents and take necessary actions.
Actions and documents authorized by the attached resolution are
customary to this type of bond issuance.
4