HomeMy WebLinkAboutlegislation -2City of Miami
Legislation
Resolution
City Hall
3500 Pan American Drive
Miami, FL 33133
www.ci.miami.fl.us
File Number: 03-0162 Final Action Date:
A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING
THE ISSUANCE OF NOT TO EXCEED $4,500,000 IN AGGREGATE
PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS,
SERIES 2003B, FOR THE PURPOSE OF REFUNDING A PORTION OF THE
CITY'S OUTSTANDING GENERAL OBLIGATION REFUNDING BONDS,
SERIES 1992; PROVIDING THAT SUCH GENERAL OBLIGATION
REFUNDING BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS OF
THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER
OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT
OF THE PRINCIPAL OF AND INTEREST ON SUCH BONDS; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; DELEGATING TO THE CITY MANAGER THE
DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING
THE BONDS; AUTHORIZING THE COMPETITIVE SALE OF THE BONDS;
APPROVING THE FORM AND AUTHORIZING THE PUBLICATION OF A
NOTICE OF SALE IN CONNECTION THEREWITH; APPOINTING A
PAYING AGENT AND A BOND REGISTRAR; APPOINTING AN ESCROW
AGENT; APPROVING THE FORM OF ESCROW DEPOSIT AGREEMENT;
APPROVING UNCERTIFICATED, BOOK -ENTRY ONLY REGISTRATION
OF SAID BONDS WITH THE DEPOSITORY TRUST COMPANY;
DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE
AND OBTAIN A MUNICIPAL BOND INSURANCE POLICY TO INSURE
SAID BONDS AND TO EXECUTE AND DELIVER ANY RELATED
AGREEMENTS; PROVIDING FOR A PRELIMINARY OFFICIAL
STATEMENT AND AN OFFICIAL STATEMENT AND THE SELECTION OF
A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE
CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN
ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION
RULE 15c2-12 AND AUTHORIZING THE EXECUTION OF AN
AGREEMENT WITH RESPECT THERETO; PROVIDING FOR THE
APPOINTMENT OF A VERIFICATION AGENT; AUTHORIZING ALL
REQUIRED ACTIONS; AND PROVIDING AN EFFECTIVE DATE.
Section 1. Authority. This Resolution is adopted pursuant to the Charter of the City
of Miami, Florida; Sections 132.33 - 132.47 Florida Statutes; the Constitution of the State of
Florida, including, but not limited to, Article VII, Section 12, thereof; and other applicable
provisions of law.
City of Miami Page 1 of 22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number:
Section 2. Definitions. As used herein, unless the context otherwise requires:
"Act" means the Constitution and other applicable laws of the State of Florida, including,
but not limited to, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes and
Sections 132.33-132.47, Florida Statutes; and the Charter of the City.
"Authorized Depository" means any bank, trust company, national banking association,
savings and loan association, savings bank or other banking association selected by the City as a
depository, which is authorized under Florida law to be a depository of municipal funds and
which has complied with all applicable state and federal requirements concerning the receipt of
City funds.
"Bondholder" or "registered owner" means the person in whose name any Series 2O03B
Bond is registered on the registration books maintained by the Bond Registrar.
"Bond Registrar" means, initially, Wachovia Bank, National Association and, thereafter,
any other agent designated from time to time by the City, by resolution, to maintain the
registration books for the Series 2O03B Bonds issued hereunder or to perform other duties with
respect to registering the transfer of the Series 20O3B Bonds.
"City" means the City of Miami, Florida.
"City Commission" means the City Commission of the City.
"City Manager" means the City Manager or any acting City Manager of the City or his
designee.
"Cleric" means the City Clerk or any acting City Clerk of the City or her designee.
"Code" means the Internal Revenue Code of 1986, as amended, and all temporary,
proposed or permanent implementing regulations promulgated or applicable thereunder.
"City Attorney" means the City Attorney of the City or any designated assistant City
Attorney.
"Escrow Agent" means the bank or trust company at any time serving as Escrow Agent
under the Escrow Deposit Agreement, with the initial Escrow Agent being Wachovia Bank,
National Association.
"Escrow Deposit Agreement" means the agreement, by and between the City and the
Escrow Agent, the purpose of which is to provide for payment of the Refunded Bonds.
"Finance Director" means the Finance Director of the City or any acting Finance Director
or his designee.
"First Union Escrow Agreement" means that certain Escrow Agreement dated as of
March 17, 1997, by and among First Union National Bank of Florida (now known as Wachovia
City of Miami Page 2 of 22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number:
Bank, National Association), The Oversight Board, acting through its committee, the Fiscal
Sufficiency Advisory Board, and the City, as the same may be supplemented or amended.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the
succeeding September 30, or such other consecutive 12-month period as may hereafter be
designated as the fiscal year of the City.
"Government Obligations" means:
(a) Direct obligations of, or obligations guaranteed by, the United States of America;
(b) Any bonds or other obligations of any state of the United States of America or of
any agency, instrumentality or local governmental unit of any such state (i) which
are not callable prior to maturity or as to which irrevocable instructions have been
given to the trustee of such bonds or other obligations by the obligor to give due
notice of redemption and to call such bonds for redemption on the date or dates
specified in such instructions, (ii) which are secured as to principal and interest
and redemption premium, if any, by a fund consisting only of cash or bonds or
other obligations of the character described in clause (a) hereof which fund may
be applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or dates
thereof or the redemption date or dates specified in the irrevocable instructions
referred to in subclause (i) of this clause (b), as appropriate, and (iii) as to which
the principal of and interest on the bonds and obligations of the character
described in clause (a) hereof which have been deposited in such fund along with
any cash on deposit in such fund are sufficient to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations described in this
clause (b) on the maturity date or dates thereof or on the redemption date or dates
specified in the irrevocable instructions referred to in subclause (i) of this clause
(b), as appropriate;
(c) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal
Home Loan Mortgage Corporation (including participation certificates), Federal
Financing Banks, or any other agency or instrumentality of the United States of
America created by an act of Congress provided that the obligations of such
agency or instrumentality are unconditionally guaranteed by the United States of
America or any other agency or instrumentality of the United States of America
or of any corporation wholly -owned by the United States of America; and
(d) Evidences of ownership of proportionate interests in future interest and principal
payments on obligations described in (a) held by a bank or trust company as
custodian.
"Mayor" means the Mayor of the City or, in his absence or inability to perform, such
member of the City Commission as may be appointed as acting Mayor of the City.
"Notice of Sale" means that certain official notice of sale providing public notice of the
sale of the Series 2003B Bonds issued hereunder.
City of Miami Page 3 of 22 Printed On:11 /3/2003
File Number: 03-0182 Enactment Number:
"Official Statement" means that certain Official Statement with respect to the issuance of
the Series 2003B Bonds, as such Official Statement shall be approved by the Mayor and the City
Manager in accordance with the provisions of this Resolution.
"Outstanding" or "Bonds Outstanding" means all Series 2003B Bonds which have been
issued pursuant to this Resolution except:
(a) Series 2003B Bonds cancelled after purchase in the open market or because of
payment;
(b) Series 2003B Bonds, the payment for which cash funds or Government
Obligations or any combination thereof shall have been theretofore irrevocably set
aside in a special account with the Paying Agent upon or prior to the maturity of
any such Series 2003B Bond, in an amount which, together with earnings on such
Government Obligations, will be sufficient to pay the principal of and interest on
such Series 2003B Bonds at maturity; and
(c) Series 2003B Bonds in exchange for or in lieu of which other Series 2003B Bonds
have been authenticated and delivered pursuant to this Resolution.
"Paying Agent" means, initially, Wachovia Bank, National Association and, thereafter,
any other agent which is an Authorized Depository, designated by the City by resolution to serve
as a Paying Agent for the Series 2003B Bonds issued hereunder that shall have agreed to arrange
for the timely payment of the principal of and interest on the Series 2003B Bonds to the
registered owners thereof, from funds made available therefor by the City, and any successors
designated pursuant to this Resolution.
"Paying Agent and Registrar Agreement" means the Paying Agent and Registrar
Agreement with respect to the Series 2003B Bonds between the City and Wachovia Bank,
National Association, or any successor thereto in its capacity as Paying Agent and Bond
Registrar.
"Preliminary Official Statement" means the Preliminary Official Statement relating to the
Series 2003B Bonds, to be dated as of the date of its distribution.
"Refunded Bonds" means the City's outstanding $4,045,000 General Obligation
Refunding Bonds, Series 1992 dated November 15, 1992 maturing December 1, 2013, to be
refunded with a portion of the proceeds of the Series 2003B Bonds.
"Series 2003B Bonds" means the City of Miami, Florida General Obligation Refunding
Bonds, Series 2003B authorized to be issued pursuant to this Resolution in the not to exceed
aggregate principal amount of $4,500,000.
Words in this Resolution importing singular numbers shall include the plural number in
each case and vice versa, and words importing persons shall include firms, corporations or other
entities including governments or governmental bodies. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders.
City of Miami Page 4 of 22 Printed On : 11 /3/2003
File Number: 03-0162 Enactment Number:
Section 3. Findings and Determinations. It is hereby ascertained, determined and
declared that:
A. The full faith, credit and taxing power of the City are pledged to the payment of
the principal of, redemption premium, if any, and interest on the Refunded Bonds.
B. It is in the best interest of the City, its citizens and taxpayers to take advantage of
the existing favorable market conditions and the prevailing low interest rates through the
issuance of the Series 2003B Bonds in order to provide funds to refund the Refunded Bonds.
C. The City is authorized under the Act to issue refunding bonds and to deposit the
proceeds thereof in escrow to provide for the payment when due of the principal of, redemption
premium, if any, and interest on the Refunded Bonds.
D. The Series 2003B Bonds shall be issued only at a lower net average interest cost
rate than the net average interest cost rate of the Refunded Bonds, and the rate of interest borne
by the Series 2003B Bonds shall not exceed the maximum interest rates established pursuant to
the terms of Section 215.84, Florida Statutes. It is estimated that the present value of the total
debt service savings anticipated to accrue to the City from the issuance of the Series 2003B
Bonds and the refunding of the Refunded Bonds to be refunded with the proceeds of the Series
2003B Bonds, calculated in accordance with Section 132.35(2), Florida Statutes, shall result in a
net present value debt service savings of at least three percent (3.0%) of the debt service on the
Refunded Bonds to be refunded with the proceeds of the Series 2003B Bonds.
E. The principal amount of the Series 2003B Bonds shall not exceed an amount
sufficient to pay the sum of the principal amount of the Refunded Bonds to be refunded with the
proceeds of the Series 2003B Bonds, the aggregate amount of unmatured interest payable on
such Refunded Bonds to and including either the applicable maturity date thereof or the date that
they are called for redemption, the redemption premium, if any, related to such Refunded Bonds
that are called for redemption, and the costs of issuance of the Series 2003B Bonds, including,
but not limited to, costs of bond insurance, if any, all in accordance with Section 132.35, Florida
Statutes.
F. The sum of the present value of the total payments of principal and interest to
become due on the Series 2003B Bonds (excluding all such principal and interest payments as
will be made with moneys held by the Escrow Agent under the Escrow Deposit Agreement) and
the present value of costs of issuance of the Series 2003B Bonds, if any, not paid with proceeds
of the Series 2003B Bonds, will be less than the present value of the principal and interest
payments to become due at their stated maturities, or earlier mandatory redemption dates, on the
Refunded Bonds to be refunded with the proceeds of the Series 2003B Bonds.
G. The Series 2003B Bonds shall in no event mature later than forty (40) years from
the date of issuance of the first general obligation bonds refunded by the Refunded Bonds or any
prior general obligation refunding bonds.
H. The first installment of principal of the Series 2003B Bonds shall mature not later
than the first stated maturity of the Refunded Bonds to be refunded with the proceeds of the
Series 2003B Bonds occurring after the issuance of the Series 2003B Bonds.
City of Miami Page 5 of 22 Printed On:11/3/2003
File Number: 03-0182 Enactment Number::
I. The Series 2003B Bonds shall not be issued until such time as the Finance
Director of the City shall have filed a certificate with the City Commission setting forth the
present value of the total debt service savings which will result from the issuance of the Series
2003B Bonds to refund the Refunded Bonds to be refunded with the proceeds of the Series
2003B Bonds, computed in accordance with the terms of Section 132.35, Florida Statutes, and
demonstrating mathematically that the Series 2003B Bonds are issued at a lower net average
interest cost rate than the Refunded Bonds to be refunded with the proceeds of the Series 2003B
Bonds.
J. In accordance with Section 218.385(4), Florida Statutes, as amended, any
proposals responsive to the Notice of Sale shall be opened in public and the Bonds shall be
awarded to the lowest bid consistent with the Notice of Sale.
Section 4. Contract. In consideration of the acceptance of the Series 2003B Bonds
authorized to be issued hereunder by those who shall hold the same from time to time, this
Resolution shall be deemed to be and shall constitute a contract between the City and the
Bondholders. The covenants and agreements herein set forth to be performed by the City shall
be for the equal benefit, protection and security of the Bondholders, and all Series 2003B Bonds
shall be of equal rank and without preference, priority or distinction over any other thereof,
except as expressly provided herein.
Section 5. Authority for Refunding of the Refunded Bonds and Issuance of Series
2003B Bonds. The refunding of the Refunded Bonds is hereby authorized. Subject and pursuant
to the provisions hereof, the Series 2003B Bonds to be known as "City of Miami, Florida,
General Obligation Refunding Bonds, Series 2003B" are hereby authorized to be issued at one
time or as needed in one or more series in an aggregate principal amount of not exceeding Four
Million Five Hundred Thousand Dollars ($4,500,000), for the purpose of refunding the Refunded
Bonds and paying the costs of issuance of the Series 2003B Bonds, including, but not limited to,
costs of bond insurance. The Series 2003B Bonds shall not be issued unless the issuance thereof
and the refunding of the Refunded Bonds results in a net present value savings of at least three
percent (3.0%) of the debt service on such Refunded Bonds.
Section 6. Authorization of Series 2003B Bonds; Terms; Form of Series 2003B
Bonds.
A. The City Manager is hereby authorized and directed to sell the Series 2003B
Bonds at public sale, after notice, on the terms described in the Notice of Sale and consistent
with this Resolution. The Series 2003B Bonds shall be sold at a purchase price of not less than
ninety nine percent (99%) of the original principal amount of the Series 2003B Bonds and at a
true interest cost rate ("TIC") not to exceed four percent (4.0%) (the "Maximum TIC") per
annum. The Series 2003B Bonds shall be dated such date, shall be issued in such principal
amount, shall bear interest from the date thereof, payable on the first day of June and December
of each year, commencing on such date, at the rates, and shall mature in accordance with the
maturity schedule, set forth in the Notice of Sale, as such dates, principal amount, rates and
maturity schedule may be approved by the City Manager, with the execution and delivery of the
Notice of Sale as described in Section 7 hereof being conclusive evidence of the City's approval.
City of Miami Page 6 of 22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number:
The Series 2003B Bonds shall be issued as fully registered, book -entry only bonds in the
denomination or $5,000 each or any integral multiple thereof through the book -entry only system
maintained by The Depository Trust Company, New York, New York ("DTC"), which will act
as securities depository for the Series 2003B Bonds, as further described in Section 25 hereof.
The Series 2003B Bonds may have endorsed thereon such legends or text as may be necessary or
appropriate to conform to any applicable rules and regulations of any governmental authority or
any usage or requirement of law with respect thereto.
B. The Series 2003B Bonds shall be numbered consecutively from 1 upward
preceded by the letter "R" prefixed to the number. The principal of the Series 2003B Bonds shall
be payable upon presentation and surrender at the principal office of the Paying Agent. Interest
on the Series 2003B Bonds shall be paid by check or draft drawn upon the Paying Agent and
mailed to the registered owners of the Series 2003B Bonds at the addresses as they appear on the
registration books maintained by the Bond Registrar at the close of business on the 15th day
(whether or not a business day) of the month next preceding the interest payment date (the
"Record Date"), irrespective of any transfer or exchange of such Series 2003B Bonds subsequent
to such Record Date and prior to such interest payment date, unless the City shall be in default in.
payment of interest due on such interest payment date; provided, however, that (i) if ownership
of Series 2003B Bonds is maintained in a book -entry only system by a securities depository,
such payment may be made by automatic funds transfer (wire) to such securities depository or its
nominee or (ii) if such Series 2003B Bonds are not maintained in a book -entry only system by a
securities depository, upon written request of the holder of $1,000,000 or more in principal
amount of Series 2003B Bonds, such payments may be made by wire transfer to the bank and
bank account specified in writing by such holder (such bank being a bank within the continental
United States), if such holder has advanced to the Paying Agent the amount necessary to pay the
cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer
from the payment due such holder. In the event of any default in the payment of interest, such
defaulted interest shall be payable to the persons in whose names such Series 2003B Bonds are
registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying
Agent to the registered owners of the Series 2003B Bonds not less than fifteen (15) days
preceding such special record date. Such notice shall be mailed to the persons in whose names
the Series 2003B Bonds are registered at the close of business on the fifth (5th) day (whether or
not a business day) preceding the date of mailing. The registration of any Series 2003B Bond
may be transferred upon the registration books upon delivery thereof to the principal office of the
Bond Registrar accompanied by a written instrument or instruments of transfer in form and with
guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his
attorney -in -fact or legal representative containing written instructions as to the details of the
transfer of such Series 2003B Bond, along with the social security number or federal employer
identification number of such transferee. In all cases of a transfer of a Series 2003B Bond, the
Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the
transfer of ownership in the registration books and shall deliver in the name of the new transferee
or transferees a new fully registered Series 2003B Bond or Bonds of the same maturity and of
authorized denomination or denominations, for the same aggregate principal amount and payable
from the same source of funds. The City and the Bond Registrar may charge the Bondholder for
the registration of every transfer or exchange of a Series 2003B Bond an amount sufficient to
reimburse them for any tax, fee or any other governmental charge required (other than by the
City of Miami Page 7 of 22 Printed On.11/3/2003
File Number: 03-0162 Enactment Number.
City) to be paid with respect to the registration of such transfer, and may require that such
amounts be paid before any such new Series 2003B Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may treat the registered owner of any
Series 2003B Bond as the absolute owner of such Series 2003B Bond for the purpose of
receiving payment of the principal thereof and the interest thereon. Series 2003B Bonds may be
exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series
2003B Bonds, or other authorized denominations of the same series and maturity.
C. The Series 2003B Bonds shall be executed in the name of the City by the Mayor
and the seal of the City shall be imprinted, reproduced or lithographed on the Series 2003B
Bonds and attested to and countersigned by the Clerk. In addition, the City Attorney shall sign
the Series 2003B Bonds, showing approval of the form and correctness thereof. The signatures
of the Mayor, the Clerk and the City Attorney on the Series 2003B Bonds may be by facsimile.
If any officer whose signature appears on the Series 2003B Bonds ceases to hold office before
the delivery of the Series 2003B Bonds, his signature shall nevertheless be valid and sufficient
for all purposes. In addition, any Series 2003B Bond may bear the signature of, or may be
signed by, such persons as at the actual time of execution of such Series 2003B Bond shall be the
proper officers to sign such Series 2003B Bond, although at the date of such Series 2003B Bond
or the date of delivery thereof such persons may not have been such officers.
Only such of the Series 2003B Bonds as shall have been endorsed thereon by a certificate
of authentication substantially in the form hereinafter set forth in Section G.G. hereof, duly
manually executed by the Bond Registrar, shall be entitled to any right or benefit under this
Resolution. No Series 2003B Bond shall be valid or obligatory for any purpose unless and until
such certificate of authentication shall have been duly manually executed by the Bond Registrar,
and such certificate of the Bond Registrar upon any such Series 2003B Bond shall be conclusive
evidence that such Series 2003B Bond has been duly authenticated and delivered under this
Resolution. The Bond Registrar's certificate of authentication on any Series 2003B Bond shall
be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar,
but it shall not be necessary that the same officer sign the certificate of authentication on all of
the Series 2003B Bonds that may be issued hereunder at any one time. The foregoing
notwithstanding, if, at any time, the City serves as the Bond Registrar under this Resolution, any
Series 2003B Bonds delivered during such time that the City serves as the Bond Registrar shall
be authenticated by the manual signature of the Finance Director, and the registered owner of
any Series 2003B Bond so authenticated shall be entitled to the benefits of this Resolution.
D. If any Series 2003B Bond is mutilated, destroyed, stolen or lost, the City or its
agent may, in its discretion (i) deliver a duplicate replacement Series 2003B Bond, or (ii) pay a
Series 2003B Bond that has matured or is about to mature. A mutilated Series 2003B Bond shall
be surrendered to and cancelled by the Bond Registrar. The Bondholder must furnish the City or
its agent proof of ownership of any destroyed, stolen or lost Series 2003B Bond; post satisfactory
indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay
the City's or its agent's reasonable expenses.
Any such duplicate Series 2003B Bond shall constitute an original contractual obligation
on the part of the City whether or not the destroyed, stolen or lost Series 2003B Bond be at any
City of Miami Page 8 of 22 Printed On.11 /3/2003
File Number: 03-0162 Enactment Number
time found by anyone, and such duplicate Series 2003B Bond shall be entitled to equal and
proportionate benefits and rights as to lien on, and source of payment of and security for
payment from, the funds pledged to the payment of the Series 2003B Bond so mutilated,
destroyed, or stolen or lost.
E. The Series 2003B Bonds shall not be made subject to redemption prior to their
respective maturities.
F. If the date for payment of the principal of or interest on the Series 2003B Bonds
shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the
City, a day on which banking institutions in the city where the corporate trust office of the
Paying Agent is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day
on which such banking institutions are authorized to close, and payment on such day shall have
the same force and effect as if made on the nominal date of payment.
G. The text of the Series 2003B Bonds, the form of assignment for such Series
2003B Bonds and the authentication certificate to be endorsed thereon shall be substantially in
the following form, with such omissions, insertions and variations as may be necessary or
desirable and authorized by this Resolution or as may be approved and made by the officers of
the City executing the same, such execution to be conclusive evidence of such approval,
including, without limitation, such changes as may be required for the issuance of uncertificated
public obligations:
[Remainder of page left intentionally blank.]
City of Miami Page 9 of 22 Printed On:11 /3/2003
File Number: 03-0182 Enactment Number:
[Form of Series 2003B Bond]
No. R-
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2003B
Interest Rate
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Original
Maturity Date Dated Date CUSIP
December 1,
Date of Delivery
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby
promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources pledged therefor, as described herein, on the
Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount
identified above, upon presentation and surrender hereof at the designated corporate trust office
of Wachovia Bank, National Association, in Miami, Florida, as the Paying Agent for the Bonds,
or any successor Paying Agent appointed by the City pursuant to the Resolution hereinafter
referred to, and to pay, to the extent and from the sources herein described, interest on the
principal sum from the date hereof, or from the most recent interest payment date to which
interest has been paid, at the Interest Rate per annum identified above, until payment of the
principal sum, or until provision for the payment thereof has been duly provided for, such
interest being payable on the first day of June and the first day of December of each year,
commencing on June 1, 2004. Interest will be paid by check or draft mailed to the registered
owner hereof at his address as it appears on the registration books of the City maintained by
Wachovia Bank, National Association, as Bond Registrar, at the close of business on the
fifteenth (15th) day (whether or not a business day) of the month next preceding the interest
payment date (the "Record Date"), irrespective of any transfer or exchange of such Bond
subsequent to each Record Date and prior to such interest payment date, unless the City shall be
in default in payment of interest due on such interest payment date. In the event of any such
default, such defaulted interest shall be payable to the person in whose name such Bond is
registered at the close of business on a special record date for the payment of such defaulted
interest as established by notice by deposit in the U.S. mail, postage prepaid, by the Bond
Registrar to the registered owners of Bonds not less than fifteen (15) days preceding such special
record date. Such notice shall be mailed to the persons in whose names the Bonds are registered
at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of
mailing.
City of Miami Page 10 of22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number
This Bond is one of an authorized issue of bonds in the aggregate principal amount of
$ of like date, tenor and effect, except as to number, maturity (unless all bonds mature
on the same date) and interest rate, issued to provide for the refunding, on a current basis, of the
City's General Obligation Refunding Bonds, Series 1992, dated November 15, 1992 maturing
December 1, 2013 (the "Refunded Bonds" ), pursuant to the authority of and in full compliance
with the Constitution and laws of the State of Florida, including particularly Article VII,
Section 12 of the Constitution, the Charter of the City, Chapter 166, Florida Statutes, Sections
132.33 - 132.47, Florida Statutes, Resolution No. R-03- duly adopted by the City on
November 13, 2003 (the "Resolution"), and other applicable provisions of law. This Bond is
subject to all the terms and conditions of the Resolution, and capitalized terms not otherwise
defined herein shall have the same meanings ascribed to them in the Resolution.
The full faith, credit and taxing power of the City are pledged to the punctual payment of
the principal of and interest on the Bonds, as the same shall become due and payable. Reference
is made to the Resolution for the provisions, among others, relating to the terms, lien and
security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and
remedies of the holders of the Bonds, and the extent of and limitations on the City's rights, duties
and obligations, to all of which provisions the registered owner hereof assents by acceptance
hereof.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication endorsed hereon
shall have been manually signed by the Bond Registrar.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE.
This Bond is and has all the qualities and incidents of an investment security under the
Uniform Commercial Code -Investment Securities Law of the State of Florida.
City of Miami Page 11 of 22 Primed On:11/3/2003
File Number: 03-0162 Enactment Number:
IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Bond and has
caused the same to be signed by its Mayor and attested and countersigned by its City Clerk,
either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile
of its seal to be reproduced hereon, all as of the_ day of December, 2003.
CITY OF MIAMI, FLORIDA
(SEAL)
By:
ATTESTED AND COUNTERSIGNED: Mayor
By:
City Clerk
APPROVED
AND C
Attorney
City of Miami Page 12 of 22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and executed under the provisions of the
within mentioned Resolution.
Wachovia Bank, National Association
as Bond Registrar
By:
Authorized Officer
Date of Authentication:
[To be printed on the reverse side of Registered Bonds]
ADDITIONAL BOND PROVISIONS
This Bond may be transferred upon the registration books of the City upon delivery
thereof to the principal office of the Bond Registrar accompanied by a written instrument or
instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar,
duly executed by the registered owner of this Bond or by his attorney -in -fact or legal
representative, containing written instructions as to the details of transfer of this Bond, along
with the social security number or federal employer identification number of such transferee. In
all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in
accordance with the provisions of the Resolution enter the transfer of ownership in the
registration books and shall deliver in the name of the new transferee or transferees a new fully
registered Bond or Bonds of the same maturity and of authorized denomination or
denominations, for the same aggregate principal amount and payable from the same source of
funds. The City and the Bond Registrar may charge the owner of such Bond for the registration
of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee
or any other governmental charge required (other than by the City) to be paid with respect to the
registration of such transfer, and may require that such amounts be paid before any such new
Bond shall be delivered.
If the date for payment of the principal of or interest on this Bond shall be a Saturday,
Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which
banking institutions in the city where the corporate trust office of the Paying Agent is located are
authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such day shall have the same force and affect
as if made on the nominal date of payment.
The City has established a book -entry system of registration for the series of Bonds of
which this is one. Except as specifically provided otherwise in the Resolution, an agent will hold
this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of
City of Miami Page 13 of 22 Printed On:11/3/2003
File Number: 03-0182 Enactment Number:
purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed
to such arrangement.
It is hereby certified and recited that this Bond is authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all
acts, conditions and things required to exist, to happen, and to be performed precedent to the
issuance of this Bond exist, have happened and have been performed in regular and due form and
time as required by the laws and Constitution of the State of Florida applicable hereto; that the
issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or
provision; that due provision has been made for the levy and collection of an annual tax, without
limitation as to rate or amount, upon all taxable property within the corporate limits of the City
(excluding exemptions as provided by applicable law), in addition to all other taxes sufficient to
pay the principal of and interest on the Bonds as the same shall become due and payable, which
tax shall be assessed, levied and collected at the same time and in the same manner as other taxes
are assessed, levied and collected within the corporate limits of the City; and that the full faith,
credit and taxing power of the City are pledged to the punctual payment of the, principal of and
interest on the Bonds, as the same shall become due and payable.
[Form of Abbreviations for Series 2003B Bonds]
The following abbreviations, when used in inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the (Cust) (Minor)
entireties
JT TEN as joint tenants with under Uniform Gifts to Minors
right of survivorship Act
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
[ADD STATEMENT OF INSURANCE]
City of Miami Page 14 of 22 Printed On. 11/3/2003
File Number: 03-0162 Enactment Number:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and
transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
, attorney
to registrar the transfer of the within Bond on the books kept for registration and registration of
the transfer thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a member firm of any other
recognized national securities exchange or
a commercial bank or a trust company.
NOTICE: No transfer will be registered
and no new Bond will be issued in the
name of the Transferee, unless the
signature(s) to this assignment
correspond(s) with the name as it appears
upon the face of the within Bond in every
particular, without alteration or
enlargement or any change whatever and
the Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
[End of Form of Series 2003B Bond]
City of Miami Page 15 of 22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number:
Section 7. Ratification of Notice of Sale; Publication. The Notice of Sale, its
publication on November 7, 2003 and November 12, 2003 in the The Miami Herald and the
execution thereof by the City Manager in the form attached as Exhibit "A" are hereby ratified by
the City Commission.
Section 8. Authorization and Approval of Competitive Sale of Series 2003B Bonds.
The City Commission hereby approves the competitive sale of the Series 2003B Bonds, and the
Series 2003B Bonds shall be sold upon the terms and conditions set forth herein and as set forth
in the Notice of Sale. Publication of the Notice of Sale as ratified in Section 7 shall constitute
public notice of such sale, and proposals for the purchase of the Series 2003B Bonds shall be
opened consistent with the requirements of Section 218.385, Florida Statutes. All proposals for
the purchase of the Series 2003B Bonds shall comply with the requirements of Sections
218.385(2) and (3), Florida Statutes, by including the "truth in bonding statement" required by
said statutory provisions.
Section 9. Application of Series 2003B Bond Proceeds. The proceeds, including
premium, if any, received from the sale of the Series 2003B Bonds, shall be applied by the City,
simultaneously with delivery of the Series 2003B Bonds, as follows:
(1) An amount which, together with investment earnings thereon and other legally
available funds, is equal to the principal of and interest on the Refunded Bonds, when due, in
accordance with the schedules to be attached to the Escrow Deposit Agreement, shall be
transferred to the Escrow Agent for deposit into the Escrow Fund established pursuant to the
Escrow Deposit Agreement and shall be used and applied pursuant to and in the manner
described in the Escrow Deposit Agreement to pay the principal of and interest on the Refunded
Bonds.
(2) The remainder of the proceeds shall be deposited in a separate account designated
"City of Miami 2003B General Obligation Refunding Bonds Cost of Issuance Account" which is
hereby established with the City and shall be disbursed for payment of expenses incurred in
connection with the issuance of the Series 2003B Bonds (including payment of the expenses of
the City). Any balance remaining after payment or provision for payment of such costs and
expenses has been made shall be transferred to the Paying Agent and used solely to pay principal
of and interest on the Series 2003B Bonds.
The foregoing funds and accounts are held in trust for the payment of principal and
interest on the Series 2003B Bonds and the designation and establishment of such funds and
accounts shall not be construed to require the establishment of any completely independent funds
and accounts, but rather is intended to constitute an allocation of moneys collected and held
pursuant to the terms of this Resolution.
Section 10. Investment of Proceeds of the Series 2003B Bonds. All proceeds of the
Series 2003B Bonds held by the Escrow Agent shall be invested only in Government
Obligations, as provided in the Escrow Deposit Agreement.
Section 11. Levy of Ad Valorem Tax; Payment and Pledge. In each Fiscal Year while
any of the Series 2003B Bonds are outstanding there shall be assessed, levied and collected a tax,
City of Miami Page 16 of 22 Printed On:11 /3/2003
File Number: 03-0162 Enactment Number:
without limitation as to rate or amount, on all taxable property within the corporate limits of the
City (excluding exemptions as provided by applicable law), in addition to all other taxes,
sufficient in amount to pay the principal of and interest on the Series 2003B Bonds as the same
shall become due.
The tax assessed, levied and collected for the security and payment of the Series 2003B
Bonds shall be assessed, levied and collected in the same manner and at the same time as other
taxes are assessed, levied and collected and the proceeds of said tax shall be applied solely to the
payment of the principal of and interest on the Series 2003B Bonds. On or before each interest
or principal payment date for the Series 2003B Bonds, the City shall transfer or cause to be
transferred to the Paying Agent, an amount sufficient to pay the principal of and interest on the
Series 2003B Bonds then due and payable and the Paying Agent is hereby authorized and
directed to apply such funds to said payment. The foregoing notwithstanding, the City shall
comply with the deposit requirements of the First Union Escrow Agreement, as such deposit
requirements apply to the Series 2003B Bonds, for so long as such First Union Escrow
Agreement is in full force and effect.
The full faith, credit and taxing power of the City are hereby irrevocably pledged to the
punctual payment of the principal of and interest on the Series 2003B Bonds as the same shall
become due and payable.
The City will diligently enforce its right to receive tax revenues and will diligently
enforce and collect such taxes. The City will not take any action that will impair or adversely
affect its rights to levy, collect and receive said taxes, or impair or adversely affect in any
manner the pledge made herein or the rights of the Bondholders.
Section 12. Compliance With Tax Requirements. The City hereby covenants and agrees,
for the benefit of the owners from time to time of the Series 2003B Bonds, to comply with the
requirements applicable to it contained in the Code to the extent necessary to preserve the
exclusion of interest on the Series 2003B Bonds from gross income for federal income tax
purposes. Specifically, without intending to limit in any way the generality of the foregoing, the
City covenants and agrees:
(a) the City shall not use or permit the use of any proceeds of the Series 2003B Bonds
or any other funds of the City, directly or indirectly, to acquire any securities or
obligations, and shall not use or permit the use of any amounts received by the
City with respect to the Series 2003B Bonds in any manner, and shall not take or
permit to be taken any other action or actions, which would cause any such Series
2003B Bonds to be a "private activity bond" within the meaning of Section 141 or
an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed"
within the meaning of Section 149(b), of the Internal Revenue Code of 1986, as
amended (the "Code"), or otherwise cause interest on such Series 2003B Bonds to
become subject to federal income taxation;
(b) the City shall, at all times, do and perform all acts and things permitted by law
and the Resolution which is necessary or desirable in order to ensure that interest
paid on such Series 2003B Bonds will be excluded from gross income for
City of Miami Page 17 of 22 Printed On:11/3/2003
File Number 03-0162 Enactment Number
purposes of federal income taxes and shall take no action that would result in such
interest not being so excluded; and
(c) the City shall pay or cause to be paid to the United States Government any
amounts required by Section 148(f) of the Code and the regulations thereunder
(the "Regulations"). In order to ensure compliance with the rebate provisions of
Section 148(0 of the Code with respect to any Series 2003B Bonds for which the
City intends on the date of issuance thereof to be excluded from gross income for
purposes of federal income taxation, the City hereby creates the City of Miami,
Florida General Obligation Refunding Bonds, Series 2003B, Rebate Account"
(the "Rebate Account") to be held by the City. The Rebate Account need not be
maintained so long as the City timely satisfies its obligation to pay any rebatable
earnings to the United States Treasury; however, the City may, as an
administrative convenience, maintain and deposit funds in the Rebate Account
from time to time. Moneys in the Rebate Account (including earnings and
deposits therein) shall be held for future payment to the United States
Government as required by the Regulations and as set forth in instructions of the
City's bond counsel delivered to the City upon issuance of such Series 2003B
Bonds.
The City understands that the foregoing covenants impose continuing obligations on the
City to comply with the requirements of the Code so long as such requirements are applicable.
Section 13. Approval of Form of Escrow Deposit Agreement; Appointment of Escrow
Agent. The execution and delivery of the Escrow Deposit Agreement is hereby authorized and
approved. The City Commission hereby authorizes and directs the City Manager to determine
the final provisions of the Escrow Deposit Agreement. The City Manager is hereby authorized
to execute and the Clerk is hereby authorized to attest to, seal and deliver the Escrow Deposit
Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "B",
subject to such changes, insertions and omissions and such filling in of blanks therein as
hereafter may be approved and made by the City Manager upon the advice of the City Attorney
and the City's bond counsel. The execution, attestation and delivery of the Escrow Deposit
Agreement, as described herein, shall be conclusive evidence of the City's approval of any such
determinations, changes, insertions, omissions or filling in of blanks. Wachovia Bank, National
Association is hereby appointed as Escrow Agent under the Escrow Deposit Agreement.
Section 14. Approval of Form of Paying Agent and Registrar Agreement:
Appointment of Paving Agent and Bond Registrar. The execution and delivery of the Paying
Agent and Registrar Agreement is hereby authorized and approved. The City Commission
hereby authorizes and directs the City Manager to determine the final provisions of the Paying
Agent and Registrar Agreement. The City Manager is hereby authorized to execute and the
Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Registrar
Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "C",
subject to such changes, insertions and omissionsand such filling in of blanks therein as
hereafter may be approved and made by the City Manager upon the advice of the City Attorney
and the City's bond counsel. The execution, attestation and delivery of the Paying Agent and
Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of
City of Miami Page 18 of22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number:
any such determinations, changes, insertions, omissions or filling in of blanks. Wachovia Bank,
National Association is hereby appointed as the initial Paying Agent and the initial Bond
Registrar for the Series 2003B Bonds.
Section 15. Preliminary Official Statement; Official Statement. The use of a
Preliminary Official Statement in connection with the marketing of the Series 2003B Bonds is
hereby authorized. The Preliminary Official Statement in substantially the form attached hereto
as Exhibit "D" is hereby approved with such changes, insertions and omissions and such filling
in of blanks therein as may be approved by the City Manager. The Mayor is hereby authorized
to approve and execute, on behalf of the City, an Official Statement relating to the Series 2003B
Bonds with such changes from the Preliminary Official Statement, within the authorizations and
limitations contained herein, as the Mayor in consultation with the City Manager, the City
Attorney, the City's bond counsel and the City's disclosure counsel, in his sole discretion may
approve, such execution to be conclusive evidence of such approval. The City Manager is
hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule
15c2-12 of the Securities and Exchange Commission (the "Rule"). The City Manager or his
designee is hereby authorized to provide for the printing of the Preliminary Official Statement
and the Official Statement by the lowest and most responsive bidder therefor and the payment of
the cost of such printing is hereby authorized to be paid from the proceeds of the Series 2003B
Bonds.
Section 16. Election to Ca11 Refunded Bonds; Notice of Redemption. The City
Commission hereby elects to call and redeem the Refunded Bonds as set forth in the Escrow
Deposit Agreement. The City will, and hereby authorizes and directs the paying agent for the
Refunded Bonds to, cause to be given notice of redemption of the Refunded Bonds, all as and to
the extent required by the authorizing resolution pursuant to which the Refunded Bonds were.
issued.
Section 17. Continuing Disclosure. For the benefit of the holders and beneficial
owners from time to time of the Series 2003B Bonds, the City agrees, in accordance with and as
the only obligated person with respect to the Series 2003B Bonds under the Rule, to provide or
cause to be provided such financial information and operating data, financial statements and
notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In
order to describe and specify certain terms of the City's continuing disclosure undertaking,
including provisions for enforcement, amendment and termination, the Finance Director is
hereby authorized and directed to sign and deliver, in the name and on behalf of the City, one or
more Continuing Disclosure Agreements (the "Continuing Disclosure Agreement"), in
substantially the form attached hereto as Exhibit "E", with such changes, insertions and
omissions and such filling in of blanks therein as may be approved by the Finance Director. The
execution of the Continuing Disclosure Agreement, for and on behalf of the City by the Finance
Director, shall be deemed conclusive evidence of the City's approval of the Continuing
Disclosure Agreement. Notwithstanding any other provisions of this Resolution, any failure by
the City to comply with any provisions of the Continuing Disclosure Agreement or this Section
17 shall not constitute a default under this Resolution and the remedies therefor shall be solely as
provided in the Continuing Disclosure Agreement. The Finance Director is further authorized
and directed to establish, or cause to be established, procedures in order to ensure compliance by
the City with the Continuing Disclosure Agreement, including the timely provision of
City of Miami Page 19 of22 Printed On: 1113/2003
File Number: 03-0162 Enactment Number:
information and notices. Prior to making any filing in accordance with such agreement, the
Finance Director shall consult with, as appropriate, the City Attorney, the City's bond counsel or
the City's disclosure counsel. The Finance Director, acting in the name and on behalf of the
City, shall be entitled to rely upon any legal advice provided by the City Attorney, the City's
bond counsel or the City's disclosure counsel in determining whether a fling should be made.
Section 18. Municipal Bond Insurance. In order to produce the lowest true interest
cost possible for the Series 2003B Bonds, the City Manager, after consultation with the Finance
Director and the Financial Advisor, has determined that obtaining such municipal bond insurance
policy is in the best interests of the City. The City is hereby authorized to secure a municipal
bond insurance policy (the "Bond Insurance Policy") from XL Capital Assurance (the "Bond
Insurer") and to provide for the payment of any premium on the Bond Insurance Policy from the
proceeds of the issuance of the Series 2003B Bonds and to enter into such agreement as may be
necessary to secure such Bond Insurance Policy, with the City Manager's execution of any such
agreement to be conclusive evidence of the City's approval thereof, provided, however, that such
agreement shall be in form and substance satisfactory to the Finance Director, the City Attorney
and the City's bond counsel. The provisions of any such agreement shall supersede any
inconsistent provision of this Resolution.
Section 19. Further Authorizations. The Mayor and the City Manager or either of
them and the Clerk, the Finance Director and the City Attorney and such other officers and
employees of the City as may be designated by the Mayor and the City Manager or either of
them are each designated as agents of the City in connection with the sale, issuance and delivery
of the Series 2003B Bonds and are authorized and empowered, collectively or individually, to
take all action and steps and to execute all instruments, documents and contracts on behalf of the
City, including, but not limited to, the filing of any required subscriptions for United States
Treasury Securities - State and Local Government Series and the execution of documentation
required in connection with the competitive sale of the Series 2003B Bonds, that are necessary or
desirable in connection with the sale, execution and delivery of the Series 2003B Bonds, and
which are specifically authorized or are not inconsistent with the terms and provisions of this
Resolution, the Notice of Sale, the Escrow Deposit Agreement, the Continuing Disclosure
Agreement or any action relating to the Series 2003B Bonds heretofore taken by the City. Such
officers and those so designated are hereby charged with the responsibility for the issuance of the
Series 2003B Bonds. Any and all costs incurred in connection with the issuance of the Series
2003B Bonds and/or the refunding of the Refunded Bonds are hereby authorized to be paid from
the proceeds of the Series 2003B Bonds.
Section 20. Modification or Amendment. This Resolution may be modified and
amended by the City from time to time prior to the issuance of the Series 2003B Bonds.
Thereafter, no modification or amendment of this Resolution or of any resolution or ordinance
amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made
without the consent in writing of the owners of not less than a majority in aggregate principal
amount of the Outstanding Series 2003B Bonds, but no modification or amendment shall permit
a change (a) in the maturity of the Series 2003B Bonds or a reduction in the rate of interest
thereon, (b) in the amount of the principal obligation of any Series 2003B Bond, (c) that would
affect the unconditional promise of the City to levy and collect taxes as herein provided, or (d)
that would reduce such percentage of owners of the Series 2003B Bonds required above for such
City of Miami Page 20 of 22 Printed On: 11/3/2003
File Number: 03-0162 Enactment Number
modifications or amendments, without the consent of all of the Bondholders. For the purpose of
Bondholders' voting rights or consents, the Series 2003B Bonds owned by or held for the
account of the City, directly or indirectly, shall not be counted.
Section 21. Defeasance and Release. If, at any time after the date of issuance of the
Series 2003B Bonds (a) all Series 2003B Bonds secured hereby or any maturity thereof shall
have become due and payable in accordance with their terms or otherwise as provided in this
Resolution, or the City gives the Paying Agent irrevocable instructions directing the payment of
the principal of and interest on such Series 2003B Bonds at maturity, or any combination thereof,
(b) the full amount of the principal and the interest so due and payable upon all of such Series
2003B Bonds then outstanding or any portion of such Series 2003B Bonds, at maturity shall be
paid, or sufficient moneys shall be held by an escrow agent who shall be an Authorized
Depository or any Paying Agent (other than the City) in irrevocable trust for the benefit of such
Bondholders (whether or not in any accounts created hereby) which, when invested in
Government Obligations maturing not later than the maturity dates of such principal and interest,
will, together with the income realized on such investments, be sufficient to pay all such
principal and interest on said Series 2003B Bonds at the maturity thereof, and (c) provision shall
also be made for paying all other sums payable hereunder by the City allocable to such Series
2003B Bonds, then and in that case the right, title and interest of such Bondholders hereunder
shall thereupon cease, determine and become void; otherwise, this Resolution shall be, continue
and remain in full force and effect. Notwithstanding anything in this Section 21 to the contrary,
however, the obligations of the City under Section 12 hereof shall remain in full force and effect
until such time as such obligations are fully satisfied.
Section 22. Severability. If any one or more of the covenants, agreements or
provisions of this Resolution shall be held contrary to any express provision of law or contrary to
the policy of express law, though not expressly prohibited, or against public policy, or shall for
any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be
null and void and shall be deemed separate from the remaining covenants, agreements or
provisions of this Resolution or of the Series 2003B Bonds issued hereunder.
Section 23. No Third Party Beneficiaries. Except as herein otherwise expressly
provided, nothing in this Resolution expressed or implied is intended or shall be construed to
confer upon any person, firm or corporation other than the parties hereto and the owners and
holders of the Series 2003B Bonds issued under and secured by this Resolution, any right,
remedy or claim, legal or equitable, under or by reason of this Resolution or any provision
hereof, this Resolution and all its provisions being intended to be and being for the sole and
exclusive benefit of the parties hereto and the owners and holders from time to time of the Series
2003B Bonds issued hereunder.
Section 24. Controlling Law, Members of City Commission of City Not Liable. All
covenants, stipulations, obligations and agreements of the City contained in this Resolution shall
be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent
authorized and provided by the Act. No covenant, stipulation, obligation or agreement contained
herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or
future member, agent or employee of the City Commission of the City in his individual capacity,
and neither the members of the City Commission nor any official executing the Series 2003B
City of Miami Page 21 of22 Printed On:11/3/2003
File Number: 03-0162 Enactment Number
Bonds shall be liable personally on the Series 2003B Bonds or this Resolution or shall be subject
to any personal liability or accountability by reason of the issuance or the execution by the City
Commission or such members thereof.
Section 25. Qualification for the Depository Trust Company. Notwithstanding any
other provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized
A. As long as the Bond Insurance Policy shall be in full force
and effect, the City and any Paying Agent shall comply with the
following provisions:
1. At least three business days prior to each scheduled
interest payment date or principal payment date ("Payment
Date"), the Paying Agent will determine whether there will
to take such actions as may be necessary to qualify the Series 2003B Bonds for deposit with
DTC, and the taking of all actions required by DTC, wire transfers of interest and principal
payments with respect to the Series 2003B Bonds, utilization of electronic book entry data
received from DTC in place of actual delivery of Series 2003B Bonds and provisions of notice
with respect to Series 2003B Bonds registered by DTC (or any of its designees identified to the
City, the Bond Registrar or the Paying Agent) by overnight delivery, courier service, telegram,
telecopy or other similar means of communication.
Section 26. Appointment of Verification Agent. The City hereby appoints Causey,
Demgen & Moore, Denver, Colorado, as Verification Agent with respect to the Series 2003B
Bonds and the refunding of the Refunded Bonds. The fees and expenses of the Verification
Agent are hereby authorized to be paid from the proceeds of the Series 2003B Bonds.
Section 27. Concerning the Bond Insurance Policy.
Section 28. Effective Date. This Resolution shall be effective immediately upon its
adoption and signature of the Mayor. { 1 }
PASSED AND ADOPTED this day of , 2003
Footnotes:
{1) If the Mayor does not sign this Resolution, it shall become effective at the end of ten
calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by the City Commission.
City of Miami
Page 22 of 22 Printed On: 11/3/2003
EXHIBIT "A"
NOTICE OF SALE
A-1
OFFICIAL NOTICE OF SALE
CITY OF MIAMI, FLORIDA
GENERAL OBLIGATION REFUNDING BONDS
SERIES 2003B - $4,165,000*
PUBLIC NOTICE IS HEREBY GIVEN that the City Commission (the "Commission") of
the City of Miami, Florida (the "City") will on Wednesday, November 19, 2003, at the hour of
10:00 a.m., Miami time, or on such other date or at such other time as is announced via Thomson
Municipal News ("I -Deal Prospectus") at the offices of RBC Dain Rauscher Inc., 600 Corporate
Drive, Suite 670, Ft. Lauderdale, FL 33334, receive bids for the purchase of the Bonds more
particularly described below. Bids must be submitted electronically by DALCOMP/PARITY, by
the date and hour specified above (or such other date or time specified via I -Deal Prospectus or
Bloomberg Wire Service). No bids will be received by hand delivery, facsimile or mail. See
"ELECTRONIC BIDDING" below. THIS NOTICE OF SALE IS SUBJECT TO
RATIFICATION BY THE COMMISSION AT ITS MEETING ON NOVEMBER 13, 2003.
FURTHERMORE, IF THE COMMISSION DOES NOT APPROVE THE ISSUANCE OF THE
BONDS (AS DEFINED BELOW) AT ITS NOVEMBER 13, 2003 MEETING, THE CITY
SHALL WITHDRAW THIS NOTICE AND THIS NOTICE SHALL HAVE NO EFFECT.
ISSUE: The Bonds to be sold are the "City of Miami, Florida, General Obligation
Refunding Bonds, Series 2003B" (the "Bonds") in the aggregate principal amount of $4,165,000.*
The Bonds will be dated their date of delivery, and will be issued as fully registered bonds, in
denominations of $5,000 and integral multiples thereof, by means of a book -entry system with no
physical distribution of bond certificates to the public.
INFORMATION AVAILABLE FROM PRELIMINARY OFFICIAL STATEMENT:
Reference is made to the Preliminary Official Statement dated November 14, 2003 (the
"Preliminary Official Statement") for information as to the authorization and purpose of the
Bonds; security for and lien position of the Bonds; the custody and application of proceeds of the
Bonds; the book -entry system, transfer, exchange and place of payment of the Bonds; the
exclusion of the interest on the Bonds from federal income taxation; and all present intangible
personal property taxes imposed pursuant Chapter 199, Florida Statutes; and other information
relating to the Bonds and the City.
BOND INSURANCE: The City has received a commitment for a municipal bond
insurance policy to be issued by XL Capital Assurance Inc. which will insure payment of the
principal of and interest on all of the Bonds when due.
MATURITIES: The Bonds will mature on December 1 in the years and in the amounts of
principal as designated below:
The total principal amount and amounts maturing in particular years may be subject to change as described in "ADJUSTMENT
OF MATURITIES AND PRINCIPAL AMOUNT AFTER DETERMINATION OF BEST BID" below.
A-2
Maturity Date
Principal Amoynt*
2004
$ 20,000
2005
15,000
2006
20,000
2007
20,000
2008
20,000
2009
20,000
2010
20,000
2011
1,285,000
2012
1,375,000
2013
1,370,000
* Subject to change. The total principal amount and amounts maturing in
particular years may be subject to change as described in
"ADJUSTMENT OF MATURITIES AND PRINCIPAL AMOUNT
AFTER DETERMINATION OF BEST BID" below.
NO PRIOR REDEMPTION: The Bonds are not subject to redemption prior to their
respective maturities.
INTEREST RATES AND LIMITATIONS: Interest shall be payable on June 1 and
December 1 of each year, commencing on June 1, 2004, and will be computed on the basis of a
360-day year of twelve 30-day months. There is no limit on the number of rates specified, except
that one interest rate only shall be specified for the Bonds of any maturity. Supplemental interest
coupons will not be permitted. The rate must be stated in a multiple of 1/8th or 1/20th of 1% per
annum. A zero rate of interest may not be named. The maximum differential between the lowest
and the highest interest rates stated in the bid may not exceed two percent (2%) per annum. The
interest rate specified for any Bond may not be lower than that specified for Bonds of any earlier
maturity (i.e., only repeating or ascending rates may be bid for the Bonds).
ADJUSTMENT OF MATURITIES AND PRINCIPAL AMOUNT AFTER
DETERMINATION OF BEST BID: The aggregate principal amount and the principal amount of
each maturity of the Bonds described in the Maturity Schedule are subject to adjustment by the
City, after the determination of the best bid for the Bonds. Changes to be made will be
communicated to the best bidder by the time of award of the Bonds to the successful bidder. The
price bid (Le., par plus the premium or less the discount bid) by the successful bidder may be
changed as described below, but the interest rates specified by the successful bidder for all
maturities will not change. A successful bidder may not withdraw its bid as a result of any changes
made within these limits. The price bid will be changed so that the percentage net compensation to
the successful bidder (Le., the percentage resulting from dividing (i) the aggregate difference
between the offering price of the Bonds to the public and the price paid by the bidder, by (ii) the
principal amount of the Bonds) does not increase or decrease from what it would have been if no
adjustment was made to the principal amounts shown in the Maturity Schedule.
To facilitate any adjustment in the principal amounts and price bid, the successful bidder is
required to indicate by facsimile transmission to the City's Finance Director and to the City's
Financial Advisor (see "INFORMATION" below), no later than one-half hour after the bid
opening, the amount of any original issue discount or premium on each maturity of the Bonds, and
the amount received from the sale of the Bonds to the public that will be retained by the successful
bidder as its compensation.
A-3
LIMITATIONS ON DISCOUNT AND PREMIUM: It is permissible to bid (i) a premium
above the par amount of the Bonds or (ii) a discount, but any discount bid (including original issue
discount) may not exceed $41,650. Each bid shall specify the amount of the premium or the
discount, if any. The dollar amount of such premium or discount may be adjusted as provided in
"ADJUSTMENT OF MATURITIES AND PRINCIPAL AMOUNT AFTER DETERMINATION
OF BEST BID."
ELECTRONIC BIDDING: A prospective bidder must register electronically to bid for the
Bonds via DALCOMP/PARITY no later than 10:00 a.m., Miami time, on Wednesday,
November 19, 2003 by completing the information required by DALCOMP/PARITY. By
registering to bid for the Bonds, a prospective electronic bidder represents and warrants to the City
that such bidder's bid for the purchase of the Bonds (if a bid is submitted in connection with the
sale) is submitted for and on behalf of such prospective bidder by an officer or agent who is duly
authorized to bind the prospective bidder to a legal, valid and enforceable contract for the purchase
of the Bonds. By registering via DALCOMP/PARITY to bid for the Bonds, a prospective bidder
is not obligated to submit a bid in connection with the sale.
Unconditional b ids s pecifying t he 1 owest r ate o r r ates o f i nterest and t he p remium, o r
discount, as applicable, at which the bidder will purchase all of the Bonds must be submitted
electronically for the purchase of the Bonds by means of DALCOMP/PARITY by 10:00 a.m.,
Miami time, on Wednesday, November 19, 2003. Prior to that time, an eligible prospective bidder
may (1) input the proposed terms of its bid on DALCOMP/PARITY, (2) modify the proposed
terms of its bid, in which event the proposed terms as last modified will (unless the bid is
withdrawn as described herein) constitute its bid for the Bonds, (3) send its proposed bid, or (4)
withdraw its proposed bid. Once the bids are communicated electronically via
DALCOMP/PARITY, each bid will constitute an irrevocable offer to purchase the Bonds on the
terms therein provided. No bid will be received after the specified time for receiving such bids.
The bids will be received and maintained on a confidential basis and shall be treated by the City as
"sealed bids."
Each prospective electronic bidder shall be solely responsible to register to bid via
DALCOMP/PARITY as described above. Each qualified prospective electronic bidder shall be
solely responsible to make necessary arrangements to access DALCOMP/PARITY for purposes
of submitting its bid in a timely manner and in compliance with the requirements of this Official
Notice of Sale. Neither the City nor the City's Financial Advisor shall have any duty or be
obligated to undertake such registration to bid for any prospective bidder or to provide or assure
such access to any qualified prospective bidder, and neither the City nor the City's Financial
Advisor shall be responsible for a bidder's failure to register to bid or for proper operation of, or
have any liability for any delays or interruptions of or any damages caused by,
DALCOMP/PARITY. The City is using DALCOMP/PARITY as communication mechanisms,
and not as the City's agents, to conduct the electronic bidding for the Bonds.
For informational purposes only, the electronic bid will show the effective interest rate for
the Bonds represented on a True Interest Cost basis, as described under "BASIS OF AWARD,"
represented by the rate or rates of interest and the bid price specified in the bid.
A-4
SUCCESSFUL BIDDER'S REOFFERING YIELDS: At or before 1:00 p.m. Miami time
on N ovember 19, 2 003, the s uccessful b idder (or m anager o f t he p urchasing account) for t he
Bonds must provide by facsimile transmission to the Finance Director of the City and to the City's
Financial Advisor (see "INFORMATION" below), the initial offering price and yield to the public
(excluding bond houses, brokers, or similar persons acting in the capacity of underwriters or
wholesalers) at which prices a substantial amount of each maturity of the Bonds was sold, in an
aggregate dollar amount, including accrued interest. The information as to initial offering prices
shall be based on the successful bidder's expectations as of November 19, 2003, and not on actual
facts after November 19, 2003. Such facsimile notification must be confirmed by written
certificate in form and substance satisfactory to the City's Bond Counsel on the date of delivery of
and payment for the Bonds. The successful bidder must also certify to the City in writing prior to
delivery of the Bonds that the Bonds were sold as fixed interest rate Bonds as described in the
Preliminary Official Statement.
SALE RESERVATIONS: The City Commission reserves the right (1) to reject any and all
bids for the Bonds, (2) to reoffer the Bonds for sale as provided by law, and (3) to waive any
irregularity or informality in any bid. In addition, the City reserves the privilege of changing the
date and/or time of sale of the Bonds. Any change in the date and/or time of sale of the Bonds will
be communicated via I -Deal Prospectus. If the City Commission changes the sale date and/or
time, this Official Notice of Sale shall remain effective, except as amended by such I -Deal
Prospectus communication or other amendment communicated to potential bidders.
If bids are not taken on November 19, 2003, or if all bids are rejected on November 19,
2003, the City may reoffer the Bonds for sale at any time thereafter. The time and date of any
subsequent Bond sale will be announced via I -Deal Prospectus wire service before the time of the
sale.
BASIS OF AWARD: The Bonds, subject to the reservations and limitations set forth
herein, will be sold to the responsible bidder making the best bid therefor. The best bid will be
determined by computing the True Interest Cost on the Bonds (i.e., using an actuarial or TIC
method) for each bid received and an award will be made (if any is made) to the responsible bidder
submitting the bid which results in the lowest true interest cost for the Bonds. "True Interest Cost"
on the Bonds as used herein means that yield which if used to compute the present worth as of the
date of the Bonds of all payments of principal and interest to be made on the Bonds from their date
to their respective maturity dates using the interest rates specified in the bid and the principal
amounts maturing as shown in the Maturity Schedule stated herein, produces an amount equal to
the principal amount of the Bonds less any discount bid or plus any premium bid. -No adjustment
shall be made in such calculation for accrued interest on the Bonds from their date to the date of
delivery thereof. Such calculation shall be based on a 360 day year and a semiannual
compounding interval. If there are two or more equal bids for the Bonds and such equal bids are
the best bids received, the City will determine which bid will be accepted, if any.
TIME OF AWARD: Bids will be opened at the time hereinabove specified. The City
Commission will delegate, in the Resolution to be adopted on November 13, 2003, to the City
Manager the authority to award the Bonds or to reject all bids upon determining the best bid. In
any event, the City Manager will award the Bonds or reject all bids not later than thirty-six (36)
hours after the expiration of the time herein specified for opening bids.
A-5
MANNER AND TIME OF DELIVERY: If the successful bidder for the Bonds fails or
neglects to complete the purchase of the Bonds when the Bonds are made ready and are tendered
for delivery, the City Commission may reoffer the Bonds for sale as provided by law. The
purchaser will not be required to accept delivery of any of the Bonds if they are not tendered for
delivery within sixty (60) days from the date herein stated for opening bids. The City
contemplates, however, effecting delivery of the Bonds to the purchaser on or about November 24,
2003.
PAYMENT AT AND PLACE OF DELIVERY: The successful bidder or bidders will be
required to make payment of the balance due for the Bonds (1) at a bank or trust company in
Miami, Florida, or (2) at the successful bidder's request and expense, at some other bank or trust
company in the United States of America, as requested. Payment of the balance of the purchase
price due at delivery must be made in Federal Reserve Funds or other funds acceptable to the City
for immediate and unconditional credit to the City. The Bonds will be delivered at the office of
The Depository Trust Company in New York, New York, on confirmation by the City of receipt of
the balance of the purchase price.
CUSIP NUMBERS: CUSIP numbers will be ordered by the Financial Advisor and paid
for by the City as a cost of issuance. CUSIP numbers will be printed on the Bonds. If a wrong
number is imprinted on any Bond or if a number is not printed thereon, any such error or omission
will not constitute cause for the successful bidder to refuse delivery of any Bond.
OFFICIAL STATEMENT: The City is preparing the Preliminary Official Statement,
which will be deemed by the City to be final as of its date for purposes of allowing bidders to
comply with Rule 15c2-12(b)(1) of the Securities and Exchange Commission (the "Rule"), except
for the omission of certain information as permitted by the Rule. The Preliminary Official
Statement i s subject t o revision, amendment and completion in a Final Official Statement, as
defined below.
Copies of the Preliminary Official Statement and other information concerning the City
and the Bonds may be obtained prior to the sale from the sources listed under "INFORMATION"
below.
The City will, as soon as practicable after the award of the Bonds to the winning bidder,
update the information contained in the Preliminary Official Statement to the date of the award,
and such updated Preliminary Official Statement will constitute the "Final Official Statement"
relating to the Bonds. The City authorizes the winning bidder to distribute the .Final Official
Statement in connection with the offering of the Bonds. The City will provide to the winning
bidder an amount not to exceed 100 copies of the Final Official Statement on or before the seventh
business day following the date of the award to the winning bidder. The winning bidder may
obtain additional copies of the Final Official Statement at its expense. The Final Official
Statements will be delivered to the winning bidder at the offices of the Financial Advisor at the
address listed below. If the winning bidder fails to pick up the Final Official Statements at the
offices of the Financial Advisor, the Final Official Statements will be forwarded to the winning
bidder by mail or another delivery service mutually agreed to between the winning bidder and the
Financial Advisor.
A-6
For a period beginning on the date of the Final Official Statement and ending twenty-five
(25) days following the date the winning bidder shall no longer hold for sale any of the Bonds, if
any event concerning the affairs, properties or financial condition of the City shall occur as a result
of which it is necessary to supplement the Final Official Statement in order to make the statements
therein, in light of the circumstances existing at such time, not misleading, the City shall, at the
request of the winning bidder, notify the winning bidder of any such event of which the Finance
Director has actual knowledge and shall cooperate fully in preparation and furnishing of any
supplement to the Final Official Statement necessary, in the reasonable opinion of the City and the
winning bidder, so that the statements therein as so supplemented will not be misleading in the
light of the circumstances existing at such time,
SECONDARY MARKET DISCLOSURE UNDERTAKING: Pursuant to the Rule, the
City will undertake to provide certain ongoing disclosure, including certain annual operating data
and financial information, audited financial statements and the occurrence of certain material
events. A form of the undertaking is set forth as an appendix to the Preliminary Official Statement.
TRANSCRIPT AND LEGAL OPINION: The validity and enforceability of the Bonds
will be approved by Hogan & Hartson L.L.P., Miami, Florida, as Bond Counsel. The purchaser
will receive a transcript of legal proceedings, which will include, among other documents:
• A certificate executed by officials of the City, including the City Attorney, stating
that there is no litigation pending affecting the validity of the Bonds as of the date of their
delivery;
• A certificate executed by the Finance Director or other authorized official of the
City stating that, to the best of his knowledge, the Final Official Statement as of its date did not
contain any untrue statement of a material fact or omit to state any material fact necessary to make
the statements made in the Final Official Statement, in the light of the circumstances under which
they were made, not misleading, and that, to the best of his knowledge, since the date of the Final
Official Statement no event has occurred which would cause the Final Official Statement as of the
date of the delivery of the Bonds to contain any untrue statement of a material fact or to omit to
state any material fact necessary to make the statements made in the Final Official Statement, in
the light of the circumstances under which they were made, not misleading (provided that, if
between the date of the public sale of the Bonds and the date of delivery of the Bonds, any event
should occur or be discovered which would cause the Final Official Statement to contain an
untrue s tatement of am aterial fact or to o mit t o s tate a m aterial fact n ecessary t o m ake the
statements therein, in the light of the circumstances under which they were made, not misleading,
the City shall notify the purchaser thereof, and if in the opinion of the City or the purchaser such
event requires the preparation and publication of a supplement or amendment to the Final Official
Statement, the City, at its sole expense, will supplement or amend the Final Official Statement in
a forth and in a manner approved by the purchaser, by RBC Dain Rauscher Inc., as Financial
Advisor to the City, and by Akerman Senterfitt, as Disclosure Counsel to the City);
• A letter from Akerman Senterfitt, as Disclosure Counsel to the City, addressed to
the p urchaser o f t he Bonds, t o t he e ffect t hat t he firm h as n of i ndependently i nvestigated o r
verified the information contained in the Final Official Statement, but that during the course of its
representation of the City in connection with the Bonds, nothing came to the attention of the
A-7
attorneys in said firm rendering legal services in connection with such representation which leads
it to believe that the Final Official Statement (except the financial statements and other
demographic, economic, engineering or statistical and financial data contained in the Final
Official Statement, and except information relating to the Bond Insurer and The Depository Trust
Company contained in the Final Official Statement, as to which such firm will express no view)
as o f i is d ate either contained a n u ntrue s tatement o f a ny m aterial f act or o milted t o s tate a
material fact necessary to make the statements made, in light of the circumstances under which
they were made, not misleading; and
• The opinion of Hogan & Hartson L.L.P. as to the validity, enforceability and tax
exempt status of interest on the Bonds, a form of which is set forth as an appendix to the
Preliminary Official Statement.
GOVERNING LAW AND VENUE: This Official Notice of Sale and the contract formed
when the City accepts the winning bid is governed by the laws of the State of Florida. By
submitting a bid, each bidder consents to the exclusive jurisdiction of any court of the State of
Florida located in Dade County or the United States District Court for the Southern District of
Florida for the purpose of any suit, action or other proceeding arising under this Official Notice of
Sale, and each bidder hereby irrevocably agrees that all claims in respect of any such suit, action or
proceeding may be heard and determined by such court. Each bidder further agrees that service of
process in any such action commenced in such state or Federal court shall be effective on such
bidder by deposit of the same as registered mail addressed to the bidder at the address set forth in
the bid submitted by the bidder.
INFORMATION: This Official Notice of Sale, t he Preliminary Official Statement and
other information concerning the City and the Bonds may be obtained from the Finance Director,
444 S.W. 2"d Avenue, 6th Floor, Miami, FL 33130 (telephone 305-416-1377, fax 305-400-5275),
or from the City's Financial Advisor, RBC Dain Rauscher Inc., 600 Corporate Drive, Suite 670, Ft.
Lauderdale, FL 33334 (telephone 954-489-5069 or 303-595-1208, fax 954-489-5070) or from
www.i-dealprospectus.com. Further information about DALCOMP/PARITY, including any fees
charged, may be obtained from Dalcomp/Parity, 395 Hudson Street, 3rd Floor, New York, NY
100I4, (telephone 212-404-8102, fax 212-812-4448).
A-8
BY ORDER 0 F T HE CITY C OMMISSION OF T HE C ITY 0 F M IAMI, F LORIDA,
DATED THIS NOVEMBER 7, 2003.
Is1 Joe Arriola
City Manager, City of Miami, Florida
A-9
EXHIBIT "B"
ESCROW DEPOSIT AGREEMENT
B-1
ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT, dated as of December 1, 2003, by and
between THE CITY OF MIAMI, FLORIDA, and its successor and assigns (the "Issuer"), and
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association organized
under the laws of the United States of America, as Escrow Agent and its successors and assigns
(the "Escrow Agent");
WITNESSETH:
WHEREAS, the Issuer has previously authorized and issued obligations, hereinafter
defined as "Refunded Bonds," as to which the Total Debt Service (as hereinafter defined) is set
forth on Schedule A; and
WHEREAS, the Issuer has determined to provide for payment of the Total Debt Service of
the Refunded Bonds by depositing with the Escrow Agent an amount which together with
investment earnings thereon is at least equal to such Total Debt Service; and
WHEREAS, in order to obtain the funds needed for such purpose, the Issuer has authorized
and is, concurrently with the delivery of this Agreement, issuing its General Obligation Refunding
Bonds, Series 2003B, as defined herein; and
WHEREAS, the execution of this Escrow Deposit Agreement and full performance of the
provisions hereof shall defease and discharge the Issuer from the aforestated obligations;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the Issuer and the Escrow Agent agree as follows:
SECTION 1. Definitions. As used herein, the following terms mean:
(a) "Agreement" means this Escrow Deposit Agreement.
(b) "Annual Debt Service" means the interest, principal and redemption on the
Refunded Bonds coming due in such year as shown on Schedule A attached hereto and made a part
hereof.
(c) "Bonds" means the $ City of Miami, Florida, General Obligation
Refunding Bonds, Series 2003B, issued under the Resolution.
(d) "Eligible Securities" means direct, full faith and credit, non -callable obligations of
the United States of America.
(e) "Escrow Fund" means the account hereby created and entitled "Escrow Fund"
established and held by the Escrow Agent pursuant to this Agreement, in which cash and
investments will be held for payment of the principal of and accrued interest on the Refunded
Bonds as they become due and payable.
B-2
(f) "Escrow Agent" means Wachovia Bank, National Association, having its primary
corporate trust office in Miami, Florida, and its successors and assigns.
(g) "Escrow Requirement" means, as of any date of calculation, the sum of an amount
in cash and principal amount of Eligible Securities in the Escrow Fund which together with the
interest to become due on the Eligible Securities will be sufficient to pay the Total Debt Service on
the Refunded Bonds in accordance with Schedule A.
(h) "Issuer" means the City of Miami, Florida, and its successors and assigns.
(i) "Resolution" means Resolution No. R-03- , adopted by the governing body of
the Issuer on November 13, 2003, authorizing issuance of the Bonds.
(j) "Refunded Bonds" means the City's outstanding $4,045,000 General Obligation
Refunding Bonds, Series 1992 dated November 15, 1992 maturing December 1, 2013, to be
refunded with a portion of the proceeds of the Series 2003B Bonds.
(k) "Total Debt Service" means the sum of the principal, premium and interest
remaining unpaid with respect to the Refunded Bonds in accordance with Schedule A attached
hereto.
SECTION 2. Deposit of Funds. The Issuer hereby deposits $ with the
Escrow Agent for deposit into the Escrow Fund, in immediately available funds, which funds the
Escrow Agent acknowledges receipt of, to be held in irrevocable escrow by the Escrow Agent
separate and apart from other funds of the Escrow Agent and applied solely as provided in this
Agreement. $ of such funds are being derived from proceeds of the Bonds.
$ of such funds are being derived from legally available funds of the Issuer. The
Issuer represents that such securities and funds are at least equal to the Escrow Requirement as of
the date of such deposit.
SECTION 3. Use and Investment of Funds. The Escrow Agent acknowledges receipt of
the sum described in Section 2 and agrees:
(a) to hold the funds and investments purchased pursuant to this Agreement in
irrevocable escrow during the term of this Agreement for the sole benefit of the person in whose
name any Refunded Bond is registered (the "Holder");
(b) to immediately invest $ of such funds derived from the proceeds of
the Bonds and other legally available funds of the Issuer in the Eligible Securities set forth on
Schedule C attached hereto and to hold such securities and $ of such funds in cash in
accordance with the terms of this Agreement;
(c) in the event the securities described on Schedule C cannot be purchased, substitute
securities may be purchased with the consent of the Issuer but only upon receipt of verification
from an independent certified public accountant that the cash and securities deposited wilt not be
B-3
less than the Escrow Requirement and only upon receipt of an opinion of Hogan & Hartson, LLP,
that such securities constitute Eligible Securities for purposes of this Agreement;
(d) there will be no investment of funds except as set forth in this Section 3 and Section
5 hereof.
SECTION 4. Payment of Bonds and Expenses.
(a) Refunded Bonds. On the dates and in the amounts set forth on Schedule A, the
Escrow Agent shall transfer to The Bank of New York, the Paying Agent for the Refunded Bonds
(the "Paying Agent"), in immediately available funds solely from amounts available in the Escrow
Fund, a sum sufficient to pay that portion of the Annual Debt Service for the Refunded Bonds
coming due on such dates, as shown on Schedule A.
(b) Expenses. On each of the due dates as shown on Schedule B, the Escrow Agent
shall pay the portion of the expenses coming due on such date to the appropriate payee or payees
designated on Schedule B or designated by separate certificate of the Issuer.
(c) Surplus. After making the payments from the Escrow Fund described in
Subsection 4(a) and (b) above, the Escrow Agent shall retain in the Escrow Fund any remaining
cash in the Escrow Fund in excess of the Escrow Requirement until the termination of this
Agreement, and shall then pay any remaining funds to the Issuer for deposit into the Debt Service
Fund to pay interest on the Bonds.
(d) Priority of Payments. The Holders of the Refunded Bonds shall have an express
first priority security interest in the funds and Eligible Securities in the Escrow Fund until such
funds and Eligible Securities are used and applied as provided in this Agreement.
SECTION 5. Reinvestment. (a) Except as provided in Section 3 and in this Section, the
Escrow Agent shall have no power or duty to invest any funds held under this Agreement or to sell,
transfer or otherwise dispose of or make substitutions of the Eligible Securities held hereunder,
(b) At the written request of the Issuer, and upon compliance with the conditions
hereinafter stated, the Escrow Agent shall sell, transfer or otherwise dispose of any of the Eligible
Securities acquired hereunder and shall substitute other Eligible Securities and reinvest any excess
receipts in Eligible Securities. Any costs involved will be borne by the Issuer. The Issuer will not
request the Escrow Agent to exercise any of the powers described in the preceding sentence in any
manner which will cause interest on the Bonds to be included in the gross income of the Holders
thereof for purposes of Federal income taxation. The transactions may be effected only if (i) an
independent certified public accountant selected by the Issuer shall certify or opine in writing to
the Issuer and the Escrow Agent that the cash and principal amount of Eligible Securities
remaining on hand after the transactions are completed will be not less than the Escrow
Requirement, and (ii) the Escrow Agent shall receive an opinion from a nationally recognized
bond counsel acceptable to the Issuer to the effect that the transactions, in and by themselves will
not cause interest on such Bonds to be included in the gross income of the Holders thereof for
purposes of Federal income taxation and such substitution is in compliance with this Agreement.
B-4
SECTION 6. No Redemption or Acceleration of Maturity. Except as set forth in the
Resolution and reflected on Schedule A hereto, the Issuer will not accelerate the maturity of, or
exercise any option to redeem before maturity, any Refunded Bonds,
SECTION 7. Responsibilities of Escrow Agent. The Escrow Agent and its respective
successors, assigns, agents and servants shall not be held to any personal liability whatsoever, in
tort, contract, or otherwise, in connection with the execution and delivery of this Agreement, the
establishment of the Escrow Fund, the acceptance of the funds deposited therein, the purchase of
the Eligible Securities, the retention of the Eligible Securities or the proceeds thereof or for any
payment, transfer or other application of moneys or securities by the Escrow Agent in accordance
with the provisions of this Agreement or by reason of any non -negligent or non -willful act,
omission or error of the Escrow Agent made in good faith in the conduct of its duties. The Escrow
Agent shall, however, be responsible for its negligent or willful failure to comply with its duties
required hereunder, and its negligent or willful acts, omissions or errors hereunder. The duties and
obligations of the Escrow Agent may be determined by the express provisions of this Agreement.
The Escrow Agent may consult with counsel, who may or may not be counsel to the Issuer, at the
Issuer's expense and in reliance upon the opinion of such counsel shall have full and complete
authorization and protection in respect of any action taken, suffered or omitted by it in good faith
in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a
matter be proved or established prior to taking, suffering or omitting any action under this
Agreement, such matter may be deemed to be conclusively established by a certificate signed by
an authorized officer of the Issuer.
SECTION 8. Resignation of Escrow Agent. The Escrow Agent may resign and thereby
become discharged from the duties and obligations hereby created, by notice in writing given to
the Issuer, any rating agency then providing a rating on either the Refunded Bonds or the Bonds,
and the Paying Agent for the Refunded Bonds not less than sixty (60) days before such resignation
shall take effect. Such resignation shall not take effect until the appointment of a new Escrow
Agent hereunder.
SECTION 9. Removal of Escrow Agent.
(a) The Escrow Agent may be removed at any time by an instrument or concurrent
instruments in writing, executed by the Holders of riot less than fifty-one percentum (51%) in
aggregate principal amount of the Refunded Bonds then outstanding, such instruments to be filed
with the Issuer, and notice in writing given by such Holders to the original purchaser or purchasers
of the Bonds and published by the Issuer once in a newspaper of general circulation in the
territorial limits of the Issuer, and in a daily newspaper or financial journal of general circulation in
the City of New York, New York, not Tess than sixty (60) days before such removal is to take effect
as stated in said instrument or instruments. A photographic copy oC any instrument filed with the
Issuer under the provisions of this paragraph shall be delivered by the Issuer to the Escrow Agent.
(b) The Escrow Agent may also be removed at any time for any breach of trust or for
acting or proceeding in violation of, or for failing to act or proceed in accordance with, any
provisions of this Agreement with respect to the duties and obligations of the Escrow Agent by any
B-5
court of competent jurisdiction upon the application of the Issuer or the Holders of not less than
five percentum (5%) in aggregate principal amount of the Bonds then outstanding, or the Holders
of not less than five percentum (5%) in aggregate principal amount of the Refunded Bonds then
outstanding.
(c) The Escrow Agent may not be removed until a successor Escrow Agent has been
appointed in the manner set forth herein.
SECTION 10. Successor Escrow Agent.
(a) If at any time hereafter the Escrow Agent shall resign, be removed, be dissolved or
otherwise become incapable of acting, or shall be taken over by any governmental official, agency,
department or board, the position of Escrow Agent shall thereupon become vacant. If the position
of Escrow Agent shall become vacant for any of the foregoing reasons or for any other reason, the
Issuer shall appoint an Escrow Agent to fill such vacancy. The Issuer shall either (i) publish notice
of any such appointment made by it once in each week for four (4) successive weeks in a
newspaper of general circulation published in the territorial limits of the Issuer and in a daily
newspaper or financial journal of general circulation in the City of New York, New York, or (ii)
mail a notice of any such appointment made by it to the Holders of the Refunded Bonds within
thirty (30) days after such appointment.
(b) At any time within one year after such vacancy shall have occurred, the Holders of
a majority in principal amount of the Bonds then outstanding or a majority in principal amount of
the R efunded B onds t hen o utstanding, b y an i nstrument o r c oncurrent i nstruments i n w riting,
executed by either group of such bondholders and filed with the governing body of the Issuer, may
appoint a successor Escrow Agent, which shall supersede any Escrow Agent theretofore appointed
by the Issuer. Photographic copies of each such instrument shall be delivered promptly by the
Issuer, to the predecessor Escrow Agent and to the Escrow Agent so appointed by the bondholders.
In the case of conflicting appointments made by the bondholders under this paragraph, the first
effective appointment made during the one year period shall govern.
(c) If no appointment of a successor Escrow Agent shall be made pursuant to the
foregoing provisions of this Section, the holder of any Refunded Bonds then outstanding, or any
retiring Escrow Agent may apply to any court of competent jurisdiction to appoint a successor
Escrow Agent. Such court may thereupon, after such notice, if any, as such court may deem
proper and prescribe, appoint a successor Escrow Agent.
(d) Any corporation or association into which the Escrow Agent may be converted or
merged, or with which it may be consolidated, or to which it may sell or transfer the bond
administration portion of its corporate trust business and assets as a whole or substantially as a
whole, or any corporation or association resulting from any such conversion, sale, merger,
consolidation or transfer to which it is a party, ipso facto, shall be and become successor Escrow
Agent hereunder and vested with all the trust, powers, discretions, immunities, privileges and all
other matters as was its predecessor, without the execution or filing of any instrument or any
further act, deed or conveyance on the part of any parties hereto, anything herein to the contrary
notwithstanding, provided such successor shall have reported total capital and surplus in excess of
B-6
$15,000,000, provided that such successor Escrow Agent assume in writing all the trust, duties and
responsibilities of the Escrow Agent hereunder.
SECTION 11. Payment to Escrow Agent. The Escrow Agent hereby acknowledges that it
has agreed to accept compensation under the Agreement in the sum of $ , payable at
closing, for services to be performed by the Escrow Agent pursuant to this Agreement, plus
out-of-pocket expenses (including attorneys fees) to be reimbursed at cost from legally available
funds of the Issuer. The Escrow Agent shall have no lien or claim against funds in the Escrow
Fund for payment of obligations due it under this Section.
SECTION 12. Term. This Agreement shall commence upon its execution and delivery
and shall terminate when the Refunded Bonds have been paid and discharged in accordance with
the proceedings authorizing the Refunded Bonds.
SECTION 13. Severability. If any one or more of the covenants or agreements provided in
this Agreement on the part of the Issuer or the Escrow Agent to be performed should be
determined by a court of competent jurisdiction to be contrary to law, notice of such event shall be
sent by the Escrow Agent to Moody's Investors Service at the address set forth in Section 14, but
such covenant or agreements herein contained shall be null and void and shall in no way affect the
validity of the remaining provisions of this Agreement.
SECTION 14. Amendments to this Agreement. This Agreement is made for the benefit of
the Issuer and the Holders from time to time of the Refunded Bonds and the Bonds and it shall not
be repealed, revoked, altered or amended in whole or in part without the written consent of all
affected Holders, the Escrow Agent and the Issuer; provided, however, that the Issuer and the
Escrow Agent may, without the consent of, or notice to, such Holders, enter into such agreements
supplemental to this Agreement as shall not adversely affect the rights of such Holders and as shall
not be inconsistent with the terms and provisions of this Agreement, for any one or more of the
following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement;
(b) to grant to, or confer upon, the Escrow Agent, for the benefit of the Holders of the
Bonds and the Refunded Bonds any additional rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, such Holders or the Escrow Agent; and
(c) to subject to. this Agreement additional funds, securities or properties.
The Escrow Agent shall, at its option, be entitled to request at the Issuer's expense and rely
exclusively upon an opinion of nationally recognized attorneys on the subject of municipal bonds
acceptable to the Issuer with respect to compliance with this Section, including the extent, if any,
to which any change, modification, addition or elimination affects the rights of the Holders of the
Refunded B onds or that any instrument e xecuted hereunder complies with the conditions and
provisions of this Section. Prior written notice of such amendments, together with proposed
copies of such amendments shall be provided by the Issuer to Moody's Investors Service, Inc.,
B-7
Public Finance Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007 and
to [Bond Insurer].
SECTION 15. Indemnity. To the extent permitted by law, the Issuer hereby assumes
liability for, and hereby agrees to indemnify, protect, save and keep harmless the Escrow Agent
and its respective successors, assigns, agents and servants, from and against any and all liabilities,
obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements
(including reasonable legal fees and disbursements) of whatsoever kind and nature which may be
imposed on, incurred by, or asserted against at any time, the Escrow Agent (whether or not also
indemnified against the same by the I ssuer or any other person under any other agreernent or
instrument) and in any way relating to or arising out of the execution and delivery of this
Agreement, the establishment of the Escrow Fund established hereunder, the acceptance of the
funds and securities deposited therein, the purchase of the Eligible Securities, the retention of the
Eligible Securities or the proceeds thereof and any payment, transfer or other application of funds
or securities by the Escrow Agent in accordance with the provisions of this Agreement; provided,
however, that the Issuer shall not be required to indemnify the Escrow Agent against its own
negligence or willful misconduct. In no event shall the Issuer be liable to any person by reason of
the transactions contemplated hereby other than to the Escrow Agent as set forth in this Section.
The indemnities contained in this Section shall survive the termination of this Agreement. The
Escrow Agent shall not be liable for any deficiencies in the amounts necessary to pay the Escrow
Requirement. Furthermore, the Escrow Agent shall not be liable for the accuracy of the
calculation as to the sufficiency of moneys and the principal amount of Eligible Securities and the
earnings thereon to pay the Escrow Requirement.
SECTION 16. Counterparts. This Agreement may be executed in several counterparts, all
or any of which shall be regarded for all purposes as one original and shall constitute and be but
one and the same instrument.
SECTION 17. Governing Law. This Agreement shall be construed under the laws of the
State of Florida.
B-8
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers and their corporate seals to be hereunto affixed and attested as of
the date first above written.
CITY OF MIAMI, FLORIDA
(SEAL) By:
City Manager
ATTEST:
By:
Clerk
Approved as to form and
correctness:
By:
City Attorney
B-9
SCHEDULE A
TOTAL DEBT SERVICE FOR REFUNDED BONDS
[Schedule Attached]
B-10
SCHEDULE B
EXPENSES TO BE PAID BY ESCROW AGENT
Name of Payee Amount
NONE
B-1 1
SCHEDULE C
SCHEDULE OF ELIGIBLE SECURITIES
B-12
EXHIBIT "C"
PAYING AGENT AND REGISTRAR AGREEMENT
C-1
PAYING AGENT AND REGISTRAR AGREEMENT
THIS PAYING AGENT AND REGISTRAR AGREEMENT, dated as o f December 1,
2003, by and between THE CITY OF MIAMT, FLORIDA (the "Issuer"), and WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, having a designated
corporate trust office at 200 S. Biscayne Boulevard, 14th Floor, Miami, Florida 33131 (the
"Bank").
WITNESSETH:
WHEREAS, the Issuer, by the Resolution (as hereinafter defined), has designated the Bank
as Paying Agent and Registrar for its $ General Obligation Refunding Bonds, Series
2003B, dated as of their date of delivery (the "Bonds"); and
WHEREAS, the Issuer and the Bank desire to set forth the Bank's duties as Paying Agent
and Registrar and the compensation to be paid the Bank for its services.
NOW, THEREFORE, it is agreed by the parties hereto as follows:
Section 1. Duties. The Bank agrees to serve as Paying Agent and Registrar for the Bonds
and to perform the duties of Paying Agent and Registrar as specified in or contemplated by
Resolution No. R-03- , adopted by the Issuer on November 13, 2003, relating to the
issuance of the Bonds (the "Resolution").
Section 2. Deposit of Funds. The Issuer shall deposit or cause to be deposited with the
Bank sufficient funds from the funds pledged for the payment of the Bonds under the Resolution to
pay when due and payable the principal of and interest on the Bonds.
Section 3. Use of Funds; Canceled Bonds. The Bank shall use the funds received from the
Issuer pursuant to Section 2 of this Agreement to pay the principal of and interest on the Bonds in
accordance with the Resolution. The Bank shall cremate canceled Bonds and transmit to the Issuer
a certificate of destruction therefor.
Section 4. Statements. The Bank shall prepare and shall send to the Issuer written
statements of account relating to all transactions effected by the Bank pursuant to this Agreement
at the end of each fiscal year of the Issuer.
Section 5. Obligation to Act. The Bank shall be obligated to act only in accordance with
the Resolution and any written instructions received in accordance therewith; provided, however,
that the Bank is authorized hereby to comply with any orders, judgments or decrees of any court
with or without jurisdiction and shall not be liable as a result of its compliance with the same.
Section 6. Reliance by Bank. The Bank may rely absolutely upon the genuineness and
authorization of the signature and purported signature of any party upon any instruction, notice,
release, request, affidavit or other document delivered to it pursuant to the Resolution.
C-2
Section 7. Indemnity. To the extent permitted by law, the Issuer hereby agrees to
indemnify the Bank and hold it harmless from any and all claims, liabilities, losses, action, suits, or
proceedings at law or in equity, or any other expenses, fees or charges of any character or nature,
which it may incur or with which it may be threatened by reason of its acting as Paying Agent or
Registrar u nder the R esolution, u nless c aused b y i is n egligence o r w illful m isconduct; and i n
connection therewith to indemnify the Bank against any and all expenses, including attorneys' fees
and the costs of defending an action, suit, or proceeding, or resisting any claim. The Issuer's
obligations hereunder shall survive any termination of this Agreement.
Section 8. Counsel; Limited Liability. The Bank may consult with counsel of its own
choice and s hall h ave so le a nd c omplete a uthorization a nd p rotection for a ny a ction t aken o r
suffered by it under the Resolution in good faith and in accordance with the opinion of such
counsel. The Bank shall otherwise not be liable for any mistakes of fact or errors of judgment, or
for any acts or omissions of any kind unless caused by its willful misconduct or negligence.
Section 9. Fees and Expenses. In consideration of the services rendered by the Bank as
Paying Agent and Registrar, the Issuer agrees to and shall pay to the Bank its proper fees and all
expenses, charges, attorneys' fees and other disbursements incurred by it or its attorneys, agents
and employees in and about the performance of its powers and duties as Paying Agent and
Registrar as set forth in the attached Exhibit A. The Bank shall not be obligated to allow and credit
interest upon any moneys in respect of principal or interest due in respect of the Bonds, which it
shall at any time receive under any of the provisions of the Resolution or this Agreement.
Section 10. Furnishing Information; Authorization. The Bank shall, at all times, when
requested to do so by the Issuer, furnish full and complete information pertaining to its functions as
the Paying Agent and Registrar with regard to the Bonds, and shall without further authorization,
execute all necessary and proper deposit slips, checks, certificates and other documents with
reference thereto.
Section 11. Cancellation; Termination. Either of the parties hereto, at its option, may
cancel this Agreement after giving thirty (30) days written notice to the other party of its intention
to cancel, and this Agreement may be canceled at any time by mutual consent of the parties hereto.
This Agreement shall terminate without further action upon final payment of the Bonds and the
interest appertaining thereto.
Section 12. Surrender of Funds, Registration Records; Notification of Bondholders. In the
event of a cancellation of this Agreement, the Issuer shall deliver any proper and necessary
releases to the Bank upon demand and the Bank shall upon demand pay over the funds on deposit
with the Bank as Paying Agent and Registrar in connection with the Bonds and surrender all
registration books and related records, and the Issuer may appoint and name a successor to act as
Paying Agent and Registrar for the Bonds. The issuer shall, in such event, at its expense, notify all
holders of the Bonds of the appointment and name of the successor, by providing notice at least
thirty (30) days prior to the effective date to the registered owner of each Bond at the address
shown on the registration books maintained by the Bond Registrar.
C-3
Section 13. Nonassignability. This Agreement shall not be assigned by either party
without the written consent of the other party.
Section 14. Modification, No modification of this Agreement shall be valid unless made
by a written agreement, executed and approved by the parties hereto.
Section 15. Severability. Should any action or part of any section of this Agreement be
declared void, invalid or unenforceable by any court of law for any reason, such determination
shall not render void, invalid or unenforceable any other section or other part of any section of this
Agreement.
Section 16. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Florida.
Section 17. Merger or Consolidation of the Bank. Any corporation into which the Bank
may b e m erged o r with w hich i t m ay b e c onsolidated, o r any c orporation r esulting from any
merger or consolidation to which the Bank shall be a party, shall be the successor Paying Agent
and Registrar under this Agreement, without the execution or filing of any paper or any further act
on the part of the parties hereto.
Section 18. Effective Date. This Agreement shall become effective at such time as the
First Union Escrow Agreement has been terminated. No further action or authorization will be
required.
[Remainder of page intentionally left blank.]
C-4
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by their duly authorized officers and their official seals to be hereunto affixed and attested as of the
date first above written.
(SEAL) CITY OF MIAMI, FLORIDA
Attest:
By:
City Clerk
Approved as to form and
correctness:
By:
City Attorney
C-5
By:
City Manager
(SEAL)
Attest:
By:
Its:
PAYING AGENT AND REGISTRAR AGREEMENT
C-6
WACHOVIA BANK, NATIONAL
ASSOCIATION
By:
Its:
EXHIBIT A
The fee shall be $ payable on the date hereof.
C-7
EXHIBIT "D"
PRELIMINARY OFFICIAL STATEMENT
D-1
PRELIMiNARY OFFICIAL STATEMENT
NEW ISSUE - BOOK ENTRY ONLY [Ratings: Standard & Poor's: "_" (Insured)
Moody's: "" (Insured)
Fitch: "" (Insured)
(See "RATINGS" herein)]
In the opinion of Bond Counsel, to be delivered upon the issuance of the Series 2003E Bonds, under existing law and assuming
compliance by the City with requirements of the Internal Revenue Code of 1986, as amended (the "Code'), that must be met subsequent to
the issuance of the Series 2003B Bonds, with which the City has certified, represented and covenanted its compliance, interest on the Series
2003B Bonds is excluded from gross income for federal income tax p urposes and is not included in 1 he computation of the federal
alternative nninimtnn lax imposed on individuals, trusts, estates and, subject to certain exceptions, corporations. Also in the opinion of
Bond Counsel, to be delivered upon the issuance of the Series 2003B Bonds, under existing law, the Series 2003B Bonds are exempt from
intangible taxes inrposed pursuant to Chapter 199, Florida Statutes. See "TAX MATTERS" for a more detailed discussion.
$4,160,000*
THE CITY OF MIAMI, FLORIDA
General Obligation Refunding Bonds
Series 2003B
Dated: Date of Delivery Due: December 1, as shown below
The General Obligation Refunding Bonds, Series 2003B (the "Series 2003B Bonds") are being issued by The City of Miami, Florida
(the "City") pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, Sections 132.33
through 132.47, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Resolution No.
R-03-_ of the City adopted by the City Commission of the City on November 13, 2003 (the "Resolution").
The Series 2003B Bonds are being issued for the purpose of (i) refunding on a current basis the City's term General Obligation
Refunding Bonds, Series 1992, maturing on December 1, 2103, currently outstanding in the aggregate principal amount of $4,045,000, and
(ii) paying certain costs and expenses incurred in connection with the issuance of the Series 2003B Bonds, including the premium for a
municipal bond insurance policy.
This cover page contains certain information for quick reference only It is not, and is not intended to be, a summary of' the issue.
Investors must read the entire Official Statement to obtain information needed for the making of an informed investment decision.
The Series 2003B Bonds are being issued by the City as fully registered bonds, which initially will be registered in the name of Cede
& Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Individual purchases will be made in book -entry
form only through Participants (defined herein) in denominations of $5,000 and integral multiples thereof. Purchasers of the Series 2003E
Bonds (the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2003B
Bonds will be affected by the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of
DTC, principal and interest payments will be made directly to such registered owner which will in turn remit such payments to the
Participants (as defined herein) for subsequent disbursement to the Beneficial Owners. Interest on the Series 2003B Bonds is payable
semi-annually on each June 1 and December 1, commencing June 1, 2004. Principal of and interest on the Series 2003B Bonds will be
payable by Wachovia Bank, National Association, Miami, Florida, as Paying Agent and Bond Registrar.
The Series 2003B Bonds are not subject to redemption prior to their dates of maturity.
The Series 2003B Bonds constitute general obligations of the City to which the full faith and credit and taxing power of the City are
pledged. The City has covenanted in the Resolution to levy and collect a tax, without limit as to rate or amount on all taxable property
within the City (excluding exemptions as provided by applicable law) sufficient in amount to pay the principal of and interest on the Series
2003E Bonds. The full faith, credit and taxing power of the City are irrevocably pledged to the payment of the principal of and interest on
the Series 2003E Bonds.
The scheduled payment of principal of and interest on the Series 2003E Bonds when due will be guaranteed by a municipal bond
insurance policy to be issued concurrently with the delivery of the Series 2003B Bonds by (the "Insurer").
SERIES 2003B BONDS
MATURITIES, AMOUNTS, INTEREST RATES, YIELDS AND INITIAL CUSIP NUMBERS
Maturity
December 1 ]
Amount
Interest
Rate
Yield
initial CUSIP
Numbers
The Series 2003B Bonds are offered when, as, and if issued and received by the Purchaser, subject to the opinion on certain legal
matters relating to their issuance by Hogan and Ilatson L.L.Y., Miami, Florida, Bond Counsel to the City. Certain legal matter's will be
passed upon for the City by Alejandro Vilarello, Esq., City Attorney and by Akerman Senterfrlt, Orlando, Florida, Disclosure Counsel to
the City. RRC Dann Rauscher Inc is serving as Financial Advisor to the City. i1 is expected that the Series 2003B Bonds in definitive form
will be available for delivery to the Purchaser in New York, New York at the facilities of DTC on or about December 2, 2003.
*Preliminary, subject to change
Dated: November , 2003
i OR6l7s27;41
THE CITY OF MIAMI, FLORIDA
MAYOR
Manuel A. Diaz
CITY COMMISSIONERS
Johnny L. Winton, Chairman
Arthur E. Teele, Jr., Vice Chairman
Angel Gonzalez
Tomas P. Regalado
Joe M. Sanchez
CITY MANAGER
Joe Arriola
CHIEF FINANCIAL OFFICER
Linda M. Haskins, CPA
FINANCE DIRECTOR
Scott Simpson, CPA
CITY ATTORNEY
Alejandro Vilarello, Esq.
BOND COUNSEL
Hogan & Hutson, L.L.P.
Miami, Florida
DISCLOSURE COUNSEL
Akerman Senterfitt
Miami, Florida
FINANCIAL ADVISOR
RBC Dain Rauscher Inc.
Fort Lauderdale, Florida
{0E 677527;4
No dealer, broker, salesman or other person has been authorized by the City to give any
information or to make any representations in connection with the Series 2003B Bonds, other than
as contained in this Official Statement, and, if given or made, such information or representations
must not be relied upon as having been authorized by the City. This Official Statement does not
constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the
Series 2003B Bonds by any person in any jurisdiction in which it is unlawful for such person to
make such offer, solicitation or sale.
The information and expressions of opinion stated herein are subject to change, and neither
the delivery of this Official Statement nor any sale made hereunder shall create, under any
circumstances, any implication that there has been no change in the matters described herein since
the date hereof.
IN CONNECTION WITH THIS OFFERING OF THE SERIES 2003B B ONDS, THE
PURCHASER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR
MAINTAIN THE MARKET PRICE OF SUCH SERIES 2003B BONDS AT LEVELS ABOVE
THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
All summaries herein of documents and agreements are qualified in their entirety by
reference to such documents and agreements, and all summaries herein of the Series 2003B Bonds
are qualified in their entirety by reference to the form thereof included in the aforesaid documents
and agreements.
Other than with respect to information concerning (the
"Insurer") contained under the caption "MUNICIPAL BOND INSURANCE" and
"APPENDIX E - SPECIMEN MUNICIPAL BOND INSURANCE POLICY" attached hereto,
none of the information supplied in this Official Statement has been supplied or verified by the
Insurer and the I nsurer m akes no representation or warranty, express or implied, as to (i) the
accuracy or completeness of such information, (ii) the validity of the Series 2003B Bonds, or (iii)
the tax exempt status of the interest on the Series 2003B Bonds.
NO REGISTRATION STATEMENT RELATING TO THE SERIES 2003B BONDS
HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE
"SEC") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY
INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS
OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THE SERIES 2003B BONDS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR
REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED
UPON TFIE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY
REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE.
{OR.677527;4 {
TABLE OF CONTENTS
Page
General 4
Book -Entry Only System 5
Redemption 7
Registration, Transfer and Exchange 7
Replacement of Series 2003B Bonds Mutilated, Destroyed, Stolen or Lost 8
General 9
Amendment of Resolution 10
General 10
Save Our Homes Amendment 11
Truth in Millage Bill 11
Property Assessment Procedures 12
Levy of Ad Valorem Taxes 12
Millage Rates 13
Assessed Valuations 14
Tax Collection 14
Tax Deeds 15
Background 17
City Government 17
Background 19
Appointment of Financial Oversight Board 19
Securities and Exchange Commission Actions 20
OI(677527;4 i
Adoption of Financial Integrity and Anti -Deficiency Ordinances 21
Adoption of Five Year Financial Man 22
Adoption of Investment Policy 23
Adoption of Debt Management Policy 24
Capital Improvement Plan 25
Information Technology 25
Fiscal and Accounting Procedures 25
GASB 34 26
General Fund 26
Recent Financial Developments 28
Insurance Considerations Affecting the City 28
Ability to be Sued, Judgments Enforceable 29
Indebtedness of the City 29
Direct Debt 30
Overlapping Debt 31
Debt Ratios 31
Other Obligations 31
General 35
Original Issue Premium 37
Original Issue Discount 37
DR677527;4 1 11
APPENDICES
APPENDIX A -
APPENDIX B -
APPENDIX C -
APPENDIX D -
APPENDIX E -
APPENDIX F -
GENERAL INFORMATION REGARDING THE CITY OF MIAMI
FORM OF THE RESOLUTION
BASIC FINANCIAL STATEMENTS OF THE CITY OF MIAMI FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2002
FORM OF BOND COUNSEL OPINION
SPECIMEN MUNICIPAL BOND INSURANCE POLICY
FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT
1 ORO/7527;41
iii