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Exhibit 1-SUB
THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File ID: 12-00684 Enactment #: CRA-R-12-0045 Version: 1 Type: CRA Resolution Introduced: 6/25/12 Status: Passed Enactment Date: 6/25/12. Controlling Body: SEOPW Community Redevelopment Agency A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY, WITH ATTACHMENT(S), AUTHORIZING THE EXECUTIVE DIRECTOR TO NEGOTIATE AN AMENDMENT. TO THE FIRST AMENDMENT TO GRANT AGREEMENT BY AND BETWEEN THE SEOPW CRA AND THE CITY OF MIAMI, GIBSON PARK, DATED, OCTOBER 31, 2011, TO INCLUDE THE ATTACHED AMORTIZATION SCHEDULE, AND TO PLEDGE TAX INCREMENT FUNDS ("TIF")TO SECURE THE GRANT AMOUNT, SAID TIF OBLIGATION TO BE PART PASSU WITH THE BOND REFERENCED IN RESOLUTION CRA-R-12-0028; AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECU FE AND AMEND ALL DOCUMENTS NECESSARY FOR SAID PURPOSE, IN A FORM ACCEPTABLE TO GENERAL COUNSEL. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with its approved Redevelopment Plan; and WHEREAS, Section IV.D, at page 31, of the Plan provides that "the provision of adequate community facilities and services is essential in order to complement redevelopment activities proposed for Overtown ...;" and WHEREAS, Section 163.370(2)(c)(3), Florida Statutes, provides that the CRA may construct parks, playgrounds, public areas...and other improvements necessary for carrying out in the community redevelopment area the community redevelopment objectives in accordance with the community redevelopment plan; and • WHEREAS, pursuant to Florida Statute Chapter 163.370(2)(a), the CRA may execute any contracts or other instruments necessary or convenient to exercise its powers. Herein an Amendment to the First Amendment to Grant Agreement by and between the SEOPW CRA and the City of Miami, Gibson Park, dated, October 31, 2011; and WHEREAS, the City of Miami's Department of Capital Improvements Program ("CIP") is currently engaged in the renovation of Gibson Park; and WHEREAS, the Board of Commissioners, by Motion on File No. 10-00327, passed and adopted on March 15, 2010, authorized the a grant in an amount not to exceed $8,000,000 plus interest, to the City of Miami for the renovation of Gibson Park; and City of Miami Page I Primed on 7/13/2012 /2- 00790- Cxhi bi i I - Sue) THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Section 3. The Executive Director is authorized to execute and amend all documents necessary for said purpose, in a form acceptable to General Counsel. ' Section 4. This resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU GENERAL COUNSEL City of Miami Page 2 Printed on 7/13/2012 • City of i• lami Legislation CRA Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 12-00686 Final Action Date: A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY AUTHORIZING PAYMENT TO THE CITY OF MIAMI, OF THE REMAINING BALANCE, INCLUDING PRINCIPAL AND INTEREST, IN AN AMOUNT NOT TO EXCEED $492,143, FOR THE COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990; ALLOCATING FUNDS FROM THE SEOPW TAX INCREMENT FUND, "INTER -FUND TRANSFER - DEBT SERVICE," ACCOUNT CODE NO. 10050 920101.891000.0000.00000. WHEREAS, the Southeast Overtown/Park West Community Redevelopment Agency ("CRA") is responsible for carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with its approved Redevelopment Plan; and WHEREAS, the CRA required funds to effectuate its responsibility of carrying out community redevelopment activities and projects within its Redevelopment Area in accordance with its approved Redevelopment Plan; and WHEREAS, the City of Miami issued Community Redevelopment Revenue Bonds, Series 1990, on behalf of the Southeast Overtown/Park West Community Redevelopment Agency; and WHEREAS, the Board of Commissioners wishes to authorize payment to the City of Miami of the remaining balance, including principal and interest, in an amount not to exceed $492,143, for the Community Redevelopment Revenue Bonds, Series 1990; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE SOUTHEAST OVERTOWN/PARK WEST COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF MIAMI, FLORIDA: Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Payment to the City Of Miami of the remaining balance, including principal and interest, in an amount not to exceed $492,143, for the Community Redevelopment Revenue Bonds, Series 1990, is authorized. Section 3. Funds are to be allocated from the SEOPW Tax Increment Fund, "Inter -Fund Transfer - Debt Service," Account Code No. 10050.920101.891000.0000.00000. City of -Miami Page 1 of 2 File Id: 12-00686 (Version: 1) Printed On: 6/13/2012 DOCUMENT. File Number.12-00686 Section 4. This resolution shall become effective immediately upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: • It ateftatrI4,- JULIE 0. B GENERAL COUNSEL THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Ciry of Miami Page 2 of 2 File Id: 12-00686 (Version: I) Printed On: 6/13/2011 Cost to Defease Funding THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CITY OF MIAMI COMMUNITY REDEVELOPMENT REVENUE BONDS, SERIES 1990 CALL DATE 10/1/2012 PRINCIPAL $ 1,170,000 INTEREST (THROUGH 10/1/12) 49,725 TERMINATION FEE 250 PUBLICATION EXPENSE (ESTIMATED) 10,000 TOTAL TO DEFEASE $ 1,229,975 CASH BALANCE FUND 28001 $ 437,832 CITY OF MIAMI STATE SHARED REVENUE FY12 CONTRIBUTION FOR FY13 PAYMENT 300,000 TOTAL FUNDING AVAILABLE $ 737,832 REMAINING BALANCE $ 492,143 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Petty, Stephen From: linda.boenish@bnymellon.com Sent: Monday, June 11, 2012 3:04 PM To: Dziedzic, Mirtha; Wempe, Lawrence; Jackson, Robin Jones; Petty, Stephen Cc: Jennifer.Reid@bnymellon.com Subject: City of Miami Community Redevelopment Revenue Bonds, Series 1990 Optional Bond Call - 10/01/2012 Attachments: SKMBT_50112061114250.pdf; SKMBT_50012061106480.pdf Please see a screen print attached below that shows the interest that will be payable October 1 ($49,725.00). The principal outstanding is $1,170,000.00. The termination fee will be $250 which includes our normal $100 for processing this call notice. The termination fee does not include any publication expenses (if required). I have attached below a copy of the notice associated with the October 1, 2011 call for your review. This notice was produced using our standard format. I agree the bonds can be called at par . Please let me know if you have any further questions or need additional information. Best regards, Linda Linda Boenish, Vice President • BNY Mellon - Corporate Trust 10161 Centurion Parkway, Jacksonville, FL 32256 Tel 904.645.1914 • Fax 904.645.1997 • Cell 904-304-4362 • linda.boenish@bnymellon.com The information contained in this e-mail, and any attachment, is confidential and is intended solely for the use of the intended recipient. Access, copying or re -use of the e-mail or any attachment, or any information contained therein, by any other person is not authorized. If you are not the intended recipient please return the e- mail to the sender and delete it from your computer. Although we attempt to sweep e-mail and attachments for viruses, we do not guarantee that either are virus -free and accept no liability for any damage sustained as a result of viruses. Please refer to http://disclaimer.bnymellon.com/eu.htm for certain disclosures relating to European legal entities. 1 • • Dl-f-L-- gy.,,,,,A,0„ 1,,, iv) ,,d) ,.-__ 0 J NOTICE OF PARTIAL REDEMPTION TO T7IE HOLDERS OF D z CITY OF MIAMI, FLORIDA 3 o moo Community Redevelopment Revenue Bonds, Series 1990 D 0 w D w NOTICL; IS 1TERLBY GIVLN that, pursuant to the applicable provisions of the governing documents of the above cap- "' L 1_ tioned Bonds (the "Bonds"), $235,000 principal amount of the Bonds will be redeemed on October 1, 2011, a the referenced z m !— Redemption Price, together with accrued interest thereon to October 1, 2011, From and aftor October 1, 2011, interest on the u., —1Z Bonds shall cease to accrue. The below stated portion of the following Bond will be affected: w .? O3u,� *CUSP Number: 593410AP8, 8,50%, Due: 10/01/2015 p co Redemption Price: 100.01M = p Q 0 t— H U to Bond Number _BOOK Amount Outstanding Amount Called $1,405,000 $235,000 Since the Bond is held under the book entry system, payment will be made directly to the registered holder. CITY OF MIAMI, FLORID By: The Bank of New York Mellon Trust Company, N.A. as Trustee or Agent THE BANK OP Bondholder Communications: 800-254-2826 NEW YORK MELLON Doted: September 1,.2011 IMPORTANT; TAX NOTICE Withholding of 28% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the "Act"), unless the Paying Agent has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your securities. *Note: The Issuer and .Trustee/Agent shall not be responsible for the selection or use of the CUSIP numbers selected, nor is any representation anade as to their correctness indicpted in th.e notice or as printed on any Bond. They are included sole- ly for the convenience of the holders. Notice #:368863 File Name: www.ezdisclose,com THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ISSUER: MIAMI CITY COMM. REDEV 1990 6431A Pay* Date Interest Principal Balance 1 04/01/1991 111,385-42 2 10/01/1991 133,662.50 3 04/01/1992 133,662.50 - 4 10/01/1992 133,662.50 5 04/01/1993 133,662.50 6 10/01/1993 133,662.50 7 04/01/1994 133,662.50 8 10/01/1994 133,662,50 9 04/01/1995 133,662.50 10 10/01/1995 133,662.50 11 04/01/1996 133,662.50 12 10/01/1996 133,662.50 13 04/01/1997 133,662.50 14 10/01/1997 133,662.50 15 04/01/199B 133,662.50 16 10/01/1998 133,662.50 17 04/01/1999 133,662.50 18 10/01/1999 133,662.50 19 04/01/2000 133,662.50 20 10/01/2000 133,662.50 21 04/01/2001 77,562.50 22 10/01/2001 77,562.50 23 04/61/2002 77,562.50 24 10/01/2002 77,562.50 25 04/01/2003 77,562.50 26 10/01/2003 77,562.50 27 04/01/2004 77,562.50 28 10/01/2004 77,562.50 29 04/01/2005 77,562.50 30 10/01/2005 77,562.50 31 04/01/2006 77,562.50 32 10/01/2006 77,562.50 33 04/01/2007 77,562.50 34 10/01/2007 77,562.50 35 04/01/2008 77,562.50 36 10/01/2006 77,562.50 37 04/01/2009 77,562.50 38 10/01/2009 77,562.50 39 04/01/2010 69,062.50 40 10/01/2010 69,062.50 41 04/01/2011 59,712.50 42 10/01/2011 59,712.50 43 04/01/2012 49,725.00 44 10/01/2012 49,725.00 45 04/01/2013 49,725.00 46 10/01/2013 49,725.00 47 04/01/2014 49,725.00 48 10/01/2014 49,725.00 49 04/01/2015 49,725.00 50 10/01/2015 49,725.00 0.00 0.00 0.00 0.00 0.00 0.00 D.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 200,000.00C 0.00 220,000.00C 0.00 235,000.00C 0.00 0.00 0.00 0.00 0.00 0.00 0.00 1,170,000.00 Total: 4,702,447.92 1,825,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 3,145,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,825,000.00 1,625,000.00 1,625,000.00 1,405,000.00 1,405,000.00 1,170,000.00 1,170,000.00 1,170,000.00 1,170,000.00 1,170,000.00 1,170,000.00 1,170,000.00 1,170,000.00 0.00 THIS DOCUMENT !S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU MENT. • '.Dated November 1, 1990 Due: October 1, as shown below The Community Redevelopment Revenue Bonds, Series 1990 (the "Series 1990 Bonds") will be issued by The City Miami, Florida (the "City") in registered form only, in denominations of $5,000 each or any integral multiple thereof. 'Interest on the Series 1990 Bonds is payable commencing on April 1, 1991, and semi-annually thereafter on each October and April 1, The Series 1990 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for The .(Aojfository Trust Company, New York, New York ("DTC"), acting as securities depository for the Series 1990 Bonds., cAtidlvidual purchases of the Series 1990 Bonds will be made in book -entry form only in denominations of $5,000 or any Inlogrnl multiple thereof. Purchasers of the Series 1990 Bonds will not receive physical delivery of the Series 1990 Bonds. -.'ftansfers of the Series 1990 Bonds will be effectuated through a book -entry system as described herein. As long as DTC "tvr its nominee is the registered owner of the Series 1990 Bonds, payments of interest on and principal of the Series 1990 ;bonds will be made to DTC or its nominee which in tum is responsible for remitting such principal and interest %. ayrnents to DTC Participants (as defined herein) for subsequent disbursement to the Beneficial Owners (as defined ',lforcin) of the Series 1990 Bonds. Such payments of principal and interest to DTC or its nominees shall be made by ^,; Barnett Banks Trust Company, N.A., Jacksonville, Florida, as paying agent (the "Paying Agent"), to be subsequently `dtibursed to the Beneficial Owners of the Series 1990 Bonds. NEW ISSUE Ratings: " ook•Entry Only) Moody's: Baal Standard & Poor's: BBB+ • la the opinion of Co -Bond Counsel, under existing law, and conditioned upon compliance with certain arbitrage rebate and other tax requirements referred to herein, -interest on the Series 1990 Bonds is excluded from gross income for federal Income tax purposes. See, however, "INCOME TAX EFFECTS' herein for a description of certain alternative minimum tales imposed on Individuals and corporations and certain other taxes applicable to corporations. Co -Bond Counsel is also of the opinion that the Series 1990 Bonds are exempt from all present intangible personal property taxes imposed by the State of Florida. $11,500,000 CITY OF NIIAMI, FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS Series 1990 The Series 1990 Bonds will be subject to optional redemption and mandatory sinking fund redemption prior to maturity by the City. See "REDEMPTION PROVISIONS" herein. The Series 1990 Bonds are payable solely from the Tax Increment Revenues (as described herein) received by the :City from the Southeast Over-town/Park West Redevelopment Area (as described herein), together with certain ;Guaranteed Entitlement Revenues (as described herein) of the City and monies held in the funds and accounts (other `(han the Rebate Fund) established under the Bond Resolution (the "Pledged Revenues"). The Series 1990 Bonds do not gguUurtltute a debt, liability or obligation of the City, the Community Redevelopment Agency (the "CRA", as defined irliernin), Dade County, Florida (the "County"), or the State of Florida (the "State"), or any political subdivision of any of the foregoing, or a pledge of the full faith and credit of the City, the County, or the State, or any political subdivision r:A trany of the foregoing, or the CRA, but shall be payable solely from the Pledged Revenues and neither the taxing power gf the City, the County, or the State or any political subdivision of any of the foregoing.is pledged to the payment of I►rincipal on, redemption premium, if any, and interest on the Series 1990 Bonds. The realization of sufficient Tax ncrement Revenues for payment of the Series 1990 Bonds will be dependent upon a variety of factors and `clrrumstances which the City cannot predict with certainty. See "RISK FACTORS" herein_ AMOUNTS, MATURITIES, IN 1E:tiEST RATES AND PRICES $1,620,000 Serial Bonds Due Interest Due Interest October I Principal Rate Price October 1 Principal Rate Pricc 1991 $155,000 7.15% 100% 1995 $205,000 7.80% 100% 1992 165,000 7.40 100 1996 225,000 7.85 100 1093 180,000 7.60 100 1997. 240,000 7.90 100 1904 190,000 7.70 100 1998 260,000 8.00 100 $9,880,000 8.50% Term Bonds Due on October 1, 2015 at 100% (Plus Accrued Interest) "'i'hin Series 1990 Bonds are offered for delivery when, as and if issued, subject to prior sale, withdrawal or modification oldie offer without notice and sub ject to receipt o the approving Darby and McGhee, Miami, Florida, Co Bond unsel. t Certain legal matters willbepassed upon for the City by its General Counsel, Jorge L. Fernandez, and for the Underwriters by their co -counsel, Fine Jacobson Schwartz Nash Block & England, Miami, Florida, and McCrary & Dove, Miami, Florida, Howard Gary & Company, Miami, Florida and Raymond James & Associates, Inc., St. Petersburg, Florida, are serving as Financial Advisors to the City with respect to the Series 1990 Bonds. It Is expected that the Series 1990 Bonds will he available for delivery in New Pork, New York on or about November 16, 1990. i'AINEWEBBER INCORPORATED GRIGSBY BRANDFORD POWELL INC. AIBC INVESTMENT SERVICES, CORP. GUZMAN & COMPANY :November 8, 1990 THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THE. CITY OF MIAMI, FLORIDA MEMBERS OF THE BOARD OF CITY COMMISSIONERS XAVIER L. SUAREZ, Mayor MILLER J. DAWKINS, Vice -Mayor DR. MIRIAM ALONSO VICTOR H. DeYURRE J. L. PLUMMER, JR. CITY OFFICIALS City Manager Assistant City Manager City Attorney Director of Finance City Clerk CESAR H. ODIO HERBERT J. BAILEY JORGE L. FERNANDEZ, Esq. CARLOS E. GARCIA, C.P.A. MATTY HIRAI CO -BOND COUNSEL HOLLAND & KNIGHT Miami, Florida BARNES, DARBY & McGHEE Miami, Florida FINANCIAL ADVISORS HOWARD GARY & COMPANY Miami, Florida RAYMOND JAMES & ASSOCIATES, INC. St. Petersburg; Florida THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. No dealer, broker, salesman, agent or other person has been authorized give any information or to make any representations, other than as Gained in this Official Statement, and, if given or made, such other loraation or representationsmust not be relied upon as having been 'borized by any of the foregoing. This Official Statement does not ltitute an offer to sell or the solicitation of an offer to buy, and there 1.1 not be any sale of the Series 1990 Bonds by any person in any ladiction in which it is unlawful for such person to make such offer, UCitation or sale. The information set forth in the main text of this Oxial Statement has been obtained from the City and other sources which are 40ved to be reliable, and the information set forth in Appendix A hereof Wen obtained from the City, but no such information is guaranteed as to racy or completeness. The information and expressions of opinion in this ti1ia1 Statement are subject to change without notice and neither the livvey of this Official Statement nor any sale made pursuant to this tcia1 Statement shall, under any circumstances, create any implication that 10 has been no change in the information or opinions set forth herein after 44ate of this Official Statement. r; In connection with the offering of the Series 1990 Bonds, the writers may overallot or effect transactions which stabilize or maintain ''`sarket prices of the Series 1990 Bonds offered hereby at levels above which might otherwise prevail in the open market. Such stabilizing, if vend, may be discontinued at any time. TABLE OF CONTENTS Page INTRODUCTION 1 THE SERIES 1990.BONDS 2 ESTIMATED SOURCES AND'USES OF FUNDS 7. tECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1990 BONDS 7 TAX INCREMENT REVENUES 11 QUARANTEED ENTITLEMENT REVENUES 16 bEBT SERVICE REQUIREMENTS AND COVERAGE 20 'r-:; k:DEVELOPMENT AREA 20 �r: -''THE PROJECT 22 A1SK FACTORS 23 ':INCOME TAX EFFECTS 25 ¥LITIGATION 27 ::Clrr 27 ;::VALIDATION 27 4ECAL MATTERS 27 ' ATINGS 27 UNDERWRITING 28 1'1NANCIAL ADVISORS 28 ;)OTHER MATTERS `'*UTHORIZATION CONCERNING. OFFICIAL STATEMENT 28 ='kXCUTION 29 28 i APPENDIX A APPENDIX B - APPENDIX C - APPENDIX D - THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. - Maps of the Southeast Overtown/Part: Test Redevelopment Area General Information Pertaining to Metropolitan Dade County and the City of Miami, Florida The Bond. Resolution Form of Co -Bond Counsel Opinion p ii THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. OFFICIAL STATEMENT . $11, 500, 00t CITY OF MIAMI. FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS SERIES 1990' INTRODUCTION The purpose of this Official Statement, including its Appendices, is to let forth certain information with respect to the issuance and sale by the City of Miami, Florida (the "City') of its $11,500,000 aggregate principal amount of Community Redevelopment Revenue Bonds, Series 1990 (the 'Series 1990 Bonds'). The Series 1990 Bonds are being issued by the City pursuant to: (i) Resolution No.. 89-1151 duly adopted by the City Commission on December 14, 1989, as supplemented by Resolution No. 90-0196, duly adopted by the City on March 8, 1990, and Resolution.No. 90-871 adopted on November 8, 1990, (the "Bond Resolution"), and as approved by the Board of County Commissioners of Dade County, Florida (the 'County') by a Resolution adopted on October 18, 1990 pursuant to an Interlocal Cooperation Agreement dated March 31, 1983 between the City and the County, as amended, (the 'Interlocal Cooperation Agreement'), (ii) the City's Charter, (iii) Chapter 166, Florida Statutes, (iv). Section 163.01, Florida Statutes, and the provisions of the Florida Community Redevelopment Act, Chapter 163, Part III, Florida Statutes (collectively, the 'Act') and (v) an Interlocal Agreement dated March 8, 1990 between the City and the Community Redevelopment Agency (the 'CRA"), which is a community redevelopment agency established pursuant to the Act In accordance with the Act, a certain portion of the City known as the 'Southeast Overtown/Park Vest Redevelopment Area' (the 'Redevelopment Area') has been designated as a redevelopment area under a redevelopment plan (the 'Redevelopment Plan'), and a redevelopment trust fund (the 'Redevelopment Trust Fund') has been established for deposit therein of Tax Increment Revenues (as defined herein) to be used for financing or refinancing community redevelopment projects in the Redevelopment Area, including financing the costs of the Project (as defined herein) through the issuance of the Series 1990 Bonds. See 'REDEVELOPMENT AREA' herein. The principal of, redemption premium, if any, and the interest on the Series 1990 Bonds are payable out of the, Tax Increment Revenues •deposited ,into the Redevelopment Trust Fund, certain Guaranteed Entitlement Revenues of the City (as described herein) and all other moneys, securities and instruments held in the funds and accounts (other than the Rebate Fund) created and established under the Bond Resolution (collectively, the 'Pledged Funds'). See 'SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 1990 BONDS' herein. The Series 1990 Bonds are being issued to provide' funds to: (i) refinance a $5,958,400 loan by the City from the Department of Housing and Urban Development of the United States ('HUD") which loan proceeds were used by the City to acquire certain real property located within the Redevelopment Area, (ii) reimburse the City for monies advanced to the CRA by the City in an amount not to exceed $750,000, (iii) finance the acquisition and clearing of THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. certain real property in the Redevelopment Areaand the construction of certain infrastructure improvements in the Redevelopment Area in accordance with the Redevelopment Plan, see "PROJECT" herein; (iv) fund the Reserve Fund (as defined herein); and (v) pay the cost of issuing the Series 1990 Bonds. The Series 1990 Bonds are payable solely from the Pledged Revenues. The Series 1990 Bonds do not constitute a debt, liability or obligation of the City,, the CRA, the County or the State of Florida (the 'State'), or any political subdivision of any of the foregoing, or a pledge of the full faith and credit of the City, the County, or the State, or any political subdivision of any of the foregoing, or the CRA, but shall be payable solely from the Pledged Revenues and neither the taxing power of the City, the County, or the State or any political subdivision of any of the foregoing, is pledged to the payment of principal on, redemption premium, if any, and interest on the Series 1990 Bonds. The realization of sufficient Tax Increment Revenues for the payment of the Series 1990 Bonds will be dependent upon a variety of factors and circumstances which the City cannot predict with certainty. See 'RISK FACTORS' herein. This Official Statement includes a brief description of the Series 1990 Bonds, the security and sources of payment for the Series 1990 Bonds, the Pledged Revenues, bondholders' risks, the Project to be financed in part out of the proceeds of the Series 1990 Bonds, and a copy of the Bond Resolution. All references to the Act and the Bond Resolution are qualified in their entirety by reference to the Act and the Bond Resolution. All references to the Series 1990 Bonds are qualified in their entirety by reference to the definitive form of and the information with respect to the Series 1990 Bonds contained in the Bond Resolution and any subsequent determinations with respect to the Series 1990 Bonds that may be adopted by or on behalf of the City. Certain location maps of the Redevelopment Area are set forth in Appendix A; certain background information relating to the City and the County. is set forth in Appendix B; a copy of the Bond Resolution is set forth in Appendix C; and the form of opinion of Co -Bond Counsel is set forth in Appendix D. Each of the Appendices to this Official Statement is an integral part of the Official Statement and should be read in its entirety by any and all owners or prospective owners of the Series 1990 Bonds. THE SERIES 1990 BONDS Description of the Series 1990 Bonds The Series 1990 Bonds will be'issued in the aggregate principal amount, will bear interest at the rates, and will mature in the amounts and on the dates, all as .set forth on the cover page of this Official Statement. The Series 1990 Bonds will be dated November 1, 1990, and will bear interest payable commencing on April 1, 1991, and semi-annually thereafter on October 1 and April 1 of each year (the "Interest Payment Date'). The Series 1990 Bonds will be issuable only as fully registered bonds in the denomination of $5,000 or any integral multiple thereof in book -entry only form as described below under 'Book -Entry Only System". Principal of, premium, if any, and interest on the Series 1990 Bonds.will be payable in the manner described below under "Book -Entry Only System The Series 1990 Bonds will be subject to redemption as set forth under 'REDEMPTION PROVISIONS", below. -2- Book -Entry Only System THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The Depository Trust Company, New York, New York, ('DTC') will act as niecurities depository for the Series 1990 Bonds. Upon the issuance of the Series 1990 Bonds, one registered Bond without coupons for each maturity will be registered in the name of Cede & Co., as nominee for DTC. So long as Cede L Co. is the registered, owner of the Series 1990 Bonds, as nominee of DTC, references herein to the owners of the Series 1990 Bonds mean DTC or its nominee, Cede & Co., and do not mean the Beneficial Owners of the Series 1990 Bends as described below. DTC is a limited -purpose trust company organized under the laws of the SLate of New York, a member of the Federal Reserve System, a 'clearing corporation' within the meaning of the New York Uniform Commercial Code, and a 'clearing agency' registered pursuant to the provisions of Section 17A of the t;ecurities Exchange Act of 1934, as amended. DTC was created to hold uecurities of its participants (the 'DTC Participants') and to facilitate the clearance and settlement of securities transactions among DTC Participants through electronic book -entry changes in accounts of the DTC Participants, thereby eliminating the need forphysical movement of certificates. DTC Participants include securities brokers and dealers, banks, trust companies, Clearing corporations and certain other organizations, some of which (and/or their representatives) own DTC. Access to the DTC system is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly. For the purposes of this Official Statement, the term "Beneficial Owner' uhall mean the person for whom the DTC Participant acquires an interest in the Series 1990 Bonds. Ownership interests in the Series 1990 Bonds may be purchased by or through DTC Participants. Neither the DTC Participants nor the Beneficial Owners will receive Series 1990 Bonds, but each DTC Participant will instead receive a credit balance in the records of DTC in the amount of such DTC Participant's interest in the Series. 1990 Bonds, which will be confirmed in accordance with DTC's standard procedures. Each Beneficial Owner may desire to make arrangements with the DTC Participant from whom it has purchased an ownership interest in the Series 1990 Bonds, to receive a credit (balance in the records of such DTC Participant, and to have all notices of redemption or other communications of the City to DTC, which may affect such Beneficial Owner, forwarded in writing by such DTC Participant and to receive notification of all payments. As long as Cede & Co. or its registered assignee is the registered owner of the Series 1990 Bonds, the City shall be entitled to treat the person in whose name any Series 1990 Bond is registered as the absolute owner thereof for all purposes of the Bond Resolution and any applicable laws, notwithstanding an notice to the contrary received by the City, and the City shall have no responsibility for .transmitting payments to, communicating with, notifying, or otherwise dealing with any Beneficial Owners of the Series 1990 Bonds. DTC will receive payments on the Series 1990 Bonds from Barnett Banks Trust Company, N.A. Jacksonville, Florida (the 'Trustee', 'Bond Registrar' and -3- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Paying Agent"), as paying agent to be remitted to the DTC Participants for the subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Series 1990 Bonds will be recorded on the records of.the DTC Participants, whose ownership interest will be recorded on a computerized book -entry system operated by DTC. For as long as any purchaser is the Beneficial Owner of a Series 1990 Bond, he must maintain an account with a broker or dealer who is, or acts through, a DTC Participant, in order to receive payments on such Series 1990 Bond. The City cannot and does not give any assurances that DTC Participants or others will distribute payments on the Series 1990 Bonds paid to DTC or its nominee, as the registered owner, or any notices to the Beneficial Owners or that they will do so on a timely basis or will serve and act in a manner described in this. Official Statement. The City is not responsible or liable for the failure of DTC, DTC Participants or others to make any payment or give any notice to a Beneficial Owner in respect of the Series 1990 Bonds or any error or delay relating thereto. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial. Owners for such, purposes. When noticesare given, they shall be sent by the City to DTC. DTC shall forward (or cause to be forwarded) the notice of the DTC Participants so that such Participants may forward (or cause to be forwarded) the notices to the Beneficial Owners. Beneficial 0wners will receive a written confirmation of their purchase detailing the terms of the Series 1990 Bonds acquired. Transfers of ownership interest in the Series 1990 Bonds will be accomplished by book entries made by DTC and the DTC Participants who act on behalf of the Beneficial Owners of the Series 1990 Bonds. Beneficial Owners will notreceive certificates representing their ownership interest. Payments on the Series 1990 Bonds will be paid by the Paying Agent to DTC, then paid by DTC to the DTC Participants and thereafter paid by the DTC Participants to the Beneficial Owners when due. For every transfer and exchange of the Series 1990 Bonds, the Beneficial Owner may be charged a sum sufficient to cover any tax, fee or other. governmental charge that may beimposed in relation thereto. DTC may determine to discontinue providing its services with respect to the Series 1990 Bonds, at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In addition, the City may determine that the use of DTC is no longer in the best interests of the Beneficial Owners. If either of such determinations is made, and the City identifies another qualified securities depository to replace DTC, the City will make arrangements with DTC and such other depository to effect such replacement and deliver replacement Series 1990 Bonds registered in the name of such other depository and its nominee in exchange for the outstanding Series 19.90 Bonds. If the City fails to identify another qualified securities depository to replace DTC or elects to discontinue a book entry only system, the City is obligated to deliver, transfer and exchange the Series 1990 Bonds in the manner described in the Bond Resolution. In addition, the Series 1990 Bonds -4- THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU ME NT. ei check ..or... drraft, mailed to the respective personsy in whose• e aes�199Q• o rare re_g stere, as of the close `pf bus�n s on the :514-e •r or 11.r-e sbusiness day) of the calendar month immed ti -ing an;�:Interest. Payment Date"(the .'Recur. Daf'e ), drawn on th'e Paying and to the extent there iS a -default "In `the payment of 411teres:e"'• 'e'yon :any much .Int'er'est 'Payment Date, the,defaulted}interest will be id t'o- e persons. ; in, .-"whose .names the Series ' 1990 ~Bonds sre registered lath; tie Registraz as oar tiie` close of-i business on a s.pecYal `record :date (the 'Spec'ia'Y` a Record Date'4 establ'ishets:11) i'uiotiice mailed, postage prepaid, by tie 'Bond Regs eTrar to the registered ;iovners` not`''less"''than ,15 days preced.ng.,,such �6pecsai Rec:ord,' ate.: ,.•Such notice shall, be mailed -to the persons :'whose" �i Tname the Ser e•s ;1 90, Bonds are registered on the fifth business .'day preceding .the 'date' of mailing; The, principal 'of arid redemption; premium, .; if any,'; on fide �'• Series 1990 -Bonds"'are payable at the principal corporate' trust office': of rtfi`e Pay-ii Agent In, he event..:of an;:ansolvencyt off, DTC„ if DTC has insuf scient securities:• i t'te; fungible b(i1•k. of;>securities in its custody, (e,g.,_ due`. to theft or iossj !"to ..ausfy ;.:the:_ claims _ofits I)TC :Participants with respect ,to depo;sited-'� ecuritiesand is •,unable Jby ,:(1) pppla�cation of cash; deposits and ;securities° 'edged..ta; prot•ect:DTC against- losses_ and liabi1.ti.e,s; (2) the proceeds t,-.,f' insurance aintained' by _ DTG; and/orits :1)T,C Partic pants„ os;` : 3)`i•other` resoux•ces, to obtain:,;securitie.s necessexy tv.:eliminate thg usuff c ency, DT.0 .' t €Partsr pacts may: mt. t:`be:.able<.t'o obtain a �.:of•their.*de posited securities • 4.01X ov:lsiou44 _ . _.. .. OUrional=:`Re.deo<ption.F- ,jOn and -•after •:october,.l, :`.2000,the .Series 19�0�; es subject. to -redemption at'-the__option-• of•:.the •Ci.tg, in 'phc e. at any.`; or.xn," part on any :Interest .Pyment Date, :by lot and. at the fo1o_w"; emption ;prices (expressed as a percentage, of,•the principal amount the. eof), ther':•vst'h.Latcrued inte.rest::to the.-date'•_of Dates of Redemption, (both .da'tes .•>:uclusiveJ Redemption .Price ictober 1, 2000toSeptember30, 2001 102I ' ctober 1q : 20.01'i .o. September;: 30, _ 2002.: c:tober 14 200.2 :anti: thereafter : ., 100X Maridato-v Sinking_ Fund .Redemption The.,Se ries.1990Bonds are•subjrert to" mandatorq;y: aink ing--.fund redemption, by lot, ,on .Actober.-l'.. 20Q0 "and -on. "each October •I thereafter, ou.t of .• available•funds deposited ' by ,the ,City to the redit the ;Redemption:.Ac.count.' a tebiisiied` under the Band °-Resolution; at a redemption price e,giial to..10.01:'of:=each Series 1990 ".Bond (or -portion thereof) e xe.deemed:,plus.;,accrue interes' .to the date f.sed', for''z'e'demptiori; in the mounts ?:and •_the -years set <.forth ,below; Redemption Date (0ctober 1) 1999 2000 2001 2002 2003 2004 2005 2006 2007 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Principal Amount To Be Redeemed $ 280,000 305,000 330,000 355,000 390,000 420,000 455,000 495,000 535,000 Redemption Date Principal Amount (0ctober 1) To Be Redeemed 2008 2009 2010 2011 2012 2013 2014 2015 $ 585,000 635,000 685,000 745,000 810,000 875,000 950,000 1,030,000 Notice of Redemption. At least 30 days but not more than 60 days prior to any redemption date, a written notice ofredemption will be mailed (first class), postage prepaid, to the registered owner of each Series 1990 Bond to be redeemed at the address shown on the registration books of the Bond Registrar on the fifth business day preceding the date of mailing the notice. Failure to give such notice to any registered owner of a Series 1990 Bond or any defect in such notice shall not affect the validity of the proceedings for such redemption with respect to any other registered owner of a Series 1990 Bond for which notice of redemption has been properly given.. Each notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 1990 Bond being redeemed, the redemption date of each Series 1990 Bond being redeemed, the name and address of the Bond Registrar, the redemption price to be paid, and if less than all of the Series 1990 Bonds then outstanding shall be called for redemption, the distinctive numbers and letters including CUSIP numbers, if any, of such Series 1990 Bonds to be redeemed and, in the case of Series 1990 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 1990 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 1990 Bond shall also state that on or after the redemption date, upon surrender of such Series 1990 Bond, a new Series 1990 Bond or Series 1990 Bonds in a principal amount equal to the unredeemed portion of such Series 1990 Bond will be issued. In addition to mailing the notice described above, each notice of redemption and payment of the redemption price shall meet the requirements of this paragraph; provided, however, that failure of such notice or payment to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as prescribed above. (1) Each notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service or telecopy to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Series 1990 Bonds (such depositories now being The Depository Trust Company, New York, New York, Midwest Securities Trust Company, Chicago, Illinois, and Philadelphia Depository Trust Company, Philadelphia, Pennsylvania) and to one or more national information -6- i c A THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS ' DOCUNIENT. -s'ervices that a`i.eii6i18 OVt'.ii'dgiffadizat ob1i.g.ations suc ii'i a g 'he'SViles4-i9§.0BE,iiai'..' • , . • ' t""'J'"1""7 ". • :5 • bne'''time - •14i"-tlict1ces of redempt.icri of other ob1igatios sim...la' to the Bonds' such prior- to the e--- -sea or. • the ,ife:reitt-p;ta'e.A-i5r.fde of ttin;1-5e1;iiim? redeemed1 eat'i check or other trasfr or fLnds ssue for such purpose E. other tr. : e -tr • a ..,, • s. ;7 ESTIMATED SOURCES AND. USES OF FUNDSbe • "••• .1 -. • :Peatee6' af ". Series 199 O'londI .".:-::.- .''' - ..',... , • '...., 2116Ciiieri:Itit.eiiit ... -':- ' •: ''-'-' ' .i'•' ''''-il '.-'1'' :.''.' , s• - 7'..: : -*:.' ...,'' - . TOTAL SOURCES ./.:'': i"! .::'.. •-. 'r. - - ' ,• ".'' - : '''`''''*.r , .C' 7, '..: :1; :i:!•: •,-,e. 'I, L;r:;.: -.;.'-- 'P.epayuent of SlitLoa ) ;; T-iic qiiisitton '4nd Coristruct.ion. !Fund:. 21. 4 • ' ..- • Res ei-ire Account • .•• •., 4, • • , 'Dept/tie- of= Actrtfe dr.' Int erest to Interest Accouit: • Costs 'of Issuance ' : • : • $11-1500'; 000. S11.537, 520.58 • - = $ ..;3i26.0';313 50 . 50 5.8-; r• • ;L: . •• • • • (1) Inc detheprincipa1-amoun€ of , • , _ . Subjectf.6 approvalby the County • sha:L1 be deoited in the• Acquisition- and COnStruttion'::Yuncii•:!•-: • • •• . „ SECURITY AND SOURCES OF PAYMENT FOR THE-eSERIESA990 Uitett' ObligatiOris — : . ;. • The 'S'etieg 19g0 'Roncre,4ire fronitheTledged RevenueTwhith the Tax ' Inarehent Revenue 0:11-See thetectiOn entitled r"-TAX ,INCREMENT THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. REVENUES', below), certain Guaranteed Entitlement Revenues (see the section entitled 'GUARANTEED ENTITLEMENT REVENUES', below), and all monies held in the funds and accounts created by the Bond Resolution. The Series 1990 Bonds are'payable solely from the Pledged Revenues. The Series 1990 Bonds do not constitute a debt. liability or obligation of the City, the CRA, the County or the State, or any political subdivision of any of the foregoing, or a pledge of the full faith and credit of the City, the County, or the State, or any political subdivision of any of the foregoing, or the CRA but shall be payable solely from the Pledged Revenues and neither the taxing power of the City, the County, or the State or any political subdivision of any of the foregoing, is pledged to the payment of principal on, redemption premium, if any, and interest on the Series 1990 Bonds. The realization of sufficient Tax Increment Revenues for the payment of the Series 1990 Bonds will be dependent upon a variety of factors and circumstances which the City cannot predict with certainty. See 'RISK FACTORS' herein. Security Interest in Redevelopment Trust Fund. In the Interlocal.Agreement, the CRA granted to the City a security interest in and an irrevocable lien upon the Tax Increment Revenues prior to and superior to all other liens and encumbrances thereon, except for the lien in favor of the Bondholders, and the City and CRA granted to the Bondholders an irrevocable lien and security interest in the Tax Increment Revenues for the payment of interest, premium, if any,and principal on the Series 1990 Bonds. In the Bond Resolution, the City assigned to itself and the Bondholders, the security interest in the Redevelopment Trust Fund granted to the City by the CRA in the Interlocal Agreement. Funds Held Pursuant to the Bond Resolution Qc 0` 61-rd le,poo pal I i".- c 01— U er the Bond solution, the ty has creatand established a Reve a Fund; Sinking Fund, Reserve Fund, and a Rebate Fund. Each of these Funds shall be held in trust by the Trustee and the Revenue Fund, the Sinking Fund, and the Reserve Fund shall each constitute a trust fund to secure the holders of the Series 1990 Bonds on a pro rata basis. The holders of the Series 1990 Bonds shall not have a lien on the moneys held in the Rebate Fund. Each of the foregoing funds shall be, at all times, kept separate and distinct by the Trustee from all other funds held by the Trustee. - All Tax Increment Revenues deposited in the Redevelopment Trust Fund shall be promptly transferred by the CRA to the Trustee for deposit in the Revenue Fund provided that no further transfers shall be required in any Bond Year if (i).the aggregate amounts on deposit in the Sinking Fund are equal to the Bond Service Requirements for such Bond Year on all Outstanding Series 1990 Bonds, (ii) all prior deficiencies. in the Sinking Fund or Revenue Fund have been restored, and (iii) the amounts on deposit in the Reserve Fund are equal to the Reserve Requirement. By the Trustee's close of business on March 1 of each Bond Year (or if such March 1 is not a day on which the offices of the Trustee are open for business, on the next succeeding day on which the offices of the Trustee are open for business), the City shall promptly transfer to the Trustee, for -8- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. L$3posit in the Revenue Fund, Guaranteed Entitlement Revenues in the amount of 00,000. Moneys on deposit in the Revenue Fund shall be applied by the Trustee as soon as they are received in the following manner: (1) First, by the deposit to the credit of the Interest Account in the 'Sinking Fund, and then, pro rata, into the Principal Account and the Redemption Account in the Sinking Fund, until the amounts on deposit therein are equal to the Bond Service Requirement in such Bond Year for all Outstanding Bonds. (2) Second, by deposit into the Reserve Fund, the amount, if any, which, together with funds then on deposit therein, will be sufficient to make the funds on deposit therein, except as otherwise hereinafter provided, equal to the Reserve Requirement for the Series 1990 Bonds (or, if applicable, the amount necessary to reinstate the Reserve Product). (3) Subsequent to April 1 of each year if there are any amounts in the Revenue Fund in excess of the Bond Service Requirement for such Bond Year on all Outstanding Bonds and any. prior deficiencies in the Sinking Fund and accounts therein and in the Reserve Fund have been fully restored, and there is on deposit in the Reserve Fund an amount equal to the Reserve Requirement, such excess amounts shall be transferred by the Trustee to the Redevelopment Trust Fund and shall be used by the CRA for any lawful .purpose. The Bond Resolutionestablishes a Reserve Fund into which there is required to be deposited, from proceeds, an amount which is equal to the Reserve Requirement, as defined in the Bond Resolution. The amounts deposited in the Reserve Fund, are to be used to pay principal, redemption premiums, if any, and interest on the Series 1990 Bonds. Any excess on deposit in the Reserve Fund shall be deposited to the Revenue Fund at least annually. Any deficiencies shall be made up from Pledged Revenues on deposit in the Sinking Fund. Rebate Fund. The City has covenanted to comply with the requirements of the Internal Revenue Code . of 1986, as amended, in order for the interest on the Series 1990 Bonds to be and to remain excluded from the gross income of the holders of the Series 1990 Bonds for Federal income tax purposes. In the Resolution, the City established a Rebate Fund which shall be held by the Trustee apart from the other funds established pursuant to the Resolution and such Rebate Fund shall not be subject to a lien in favor of the bondholders. The City shall make deposits to such Rebate Fund, if necessary, in accordance with certain rebate covenants. Additional Parity Bonds Additional Bonds on a parity with the Series 1990 Bonds may be issued only if:. -9- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (1) There shall be executed arid filed with the City, a consent by rh, Bond Insurer, if any, to the issuance of such Additional Bonds and if presets. funds are insufficient to pay debt service on the Additional Bonds there is ;tit increase in the Guaranteed Entitlement or an increase in the Tax Increment Revenues such that there are amounts sufficient to pay all of the princip! of, interest on and redemption premium, if any, with respect to swh Additional Bonds and all other costs and expenses with respect thereto and there shall have been delivered to the City and the CRA an opinion of legal counsel regarding the legality and enforceability of such supplement or amendment and such other matters as the Issuer or the CRA shall reasonabl, request. (2) Each ordinance, resolution, or other enabling instrument authorizing the issuance of Additional Bonds will recite that all of tli, covenants herein contained will be applicable to such Additional Bonds. (3) There shall have been no reduction in the Guaranteed Entitlement and there shall have been no curtailing or any attempt to curtail any payment of Tax Increment Revenues the CRA is entitled to. (4) The Chief Financial Officer of the City shall file with the City Clerk a certificate, to the effect that (i) the City is not in default in the performance of any cf the covenants and obligations assumed by it hereunder or under any ordinance, resolution or other enabling instrument of the Issuer pursuant to which Additional Bonds have been issued, and (ii) all payment; herein required to have been made into the funds and accounts provided by the Bond Resolution or by such other ordinance, resolution or enabling instrument shall have been made in full to the extent required. (5) The City Attorney shall file with the City Clerk an opinion to the effect that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled. (6) An opinion of Bond Counsel shall be delivered to the City Clerk to the effect that the issuance of Additional Bonds will not impair the exclusion from gross income for federal income tax purposes of interest paid on any Bonds issued hereunder and then Outstanding. (7) There shall have been obtained and filed with the City a certificate by the Chief Financial Officer certifying the amount of the (a) Guaranteed Entitlement and (b) Tax Increment Revenues received by the Issuer as determined under standard auditing procedures for any twelve (12) consecutive months immediately preceding the calendar month in which such Additional Bonds are proposed to be issued. In rendering such certificate, the Chief Financial Officer may rely upon audited financial statements of the City prepared by independent certified public accountants. (8) There shall have been obtained and filed with the City a certificate of the Chief Financial Officer pursuant to which he shall certify that the Guaranteed Entitlement and the Tax Increment Revenues as certified in paragraph (7) above were at least equal to one hundred twenty-five percent (125Z) of the maximum amount during any remaining Bond Year of the Aggregate -10- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. “E the Debt Service Requirement for such Bond Year payable with respect to all loads then Outstanding under the Resolution (other than.Bonds which are to be retired or defeated upon the issuance of such Additional Bonds) and any .Jditional Bonds proposed to be issued. ` TAX INCREMENT REVENUES ';ources of Tax Increment Revenues Pursuant to the Act, the County, as a home rule charter county pursuant :u the Constitution of Florida, is authorized to implement all redevelopment programs granted under the Act for all community redevelopment areas -•::tablished within the County. The Redevelopment Area was designated by the .:aunty in Resolution No. R-1677-82 which was adopted on December 7, 1982. The boundaries of the Redevelopment Area were amended by the County in Ordinance No. 86-4. The County also enacted Ordinance No. 82-115 on December 21, 1982, (the "1982 Ordinance") which, among other things, approved the use of tax Increment financing to finance the cost of improvements to the Redevelopment Area, required that all financing documents be approved by the County and ,greed to delegate certain community redevelopment powers to the CRA pursuant 10 the Interlocal Cooperation Agreement. The City established the ('-development Trust Fund under Ordinance No. 9590 enacted on April 6, 1983. .:: provided under the Act, the CRA administers the Redevelopment Trust Fund ,ad directs the use of the funds therein. The County approved the issuance of the Series.1990 Bonds and the financing documents when it adopted a Resolution October 18, 1990. The Series 1990 Bonds are secured in part by the pledge .•C Tax Increment Revenues deposited into the Redevelopment Trust Fund. Under the Act, the City and the County are required to make payments to the ':,,development Trust Fund on or before January 1 of each year. Pursuant to the Act, on or before each January 1, the City and the ,.0unty must appropriate and pay to the Redevelopment. Trust Fund an amount ,qual to 95Z of the difference between: (1) The amount of ad valorem taxes levied each year by that taxing ait.hority, exclusive of any amount from any debt service millage, on taxable ,gal property contained within the geographic boundaries of the Redevelopment Arr:a; and (2) The amount of ad valorem taxes which would have been produced by lr millage rate upon which the tax is levied each year by or for that taxing .:ithority, exclusive of any debt service millage, upon the assessed valuation ..I the taxable real property in the Redevelopment Area as of (i) with respect 1,) the original Redevelopment Area as described in Appendix A, Map A-2, (the original Redevelopment Area"), January 1, 1982 as shown on the preliminary ad ,Al.orem assessment roll for 1982 prepared by the County's Property Appraiser, , i,d (ii) with respect to the additional portion of the Redevelopment Area, '.Iich was added in 1985 when the Redevelopment Plan was amended, as described m Appendix A, Map A-3 (the "Additional Redevelopment Area"), January 1, 1986 ▪ shown on the preliminary ad valorem assessment roll for 1986 prepared by County's Property Appraiser. -11- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The assessment in each of these base years constitutes the fit..., which any increase in the assessed value in excess of the floor will I„ to determine the incremental tax revenues. The resulting incremental increase in ad valorem taxes is u: measure the amount of the contribution which must be appropriated and p.1 the City and the County. Under Florida law, the statutory obligation City and the County to make the required payments to the Redevelopment Fund continues until all loans, advances and indebtedness, if any. interest thereon, have been paid. Under the Act, the City and the County are obligated to appropri.it. pay the ad valorem tax increment for the Redevelopment Area on or h.-. January 1 of each year until any obligations issued with respect 1, Redevelopment Area and secured by tax increment are no longer outstanditit,,. Under the Interlocal Agreement, as implemented by the Bond Resole:: the CRA covenanted to pay all Tax Increment Revenues to the Trustee receipt. Pursuant to the Interlocal Agreement, the CRA granted a secu. interest in the Tax Increment Revenues to the City prior and superior t„ other liens thereon for the benefit of the bondholders. The CRA covenanted not to take, or consent to, or permit any action which will hi•.. or adversely affect the obligation of the City or the County to approp1 :.. its proportionate share of such revenues. Calculation of Tax Increment Revenues With respect to the payment of the Series 1990 Bonds, the meth,,d measuring and calculating the annual payment of Tax Increment Rev-1,:• required to be made by the City and the County is dependent upon assessment value of taxable real property as of January 1 of each year and millage rate established by the City and the County for the fiscal beginning on October 1 of that year. Generally, Florida law currently mandates the following procedure:. establishing the assessed value of real property and in fixing millage rdt, (1) January 1 of each year is the statutory measurement date uscd each county property appraiser for establishing just value of real prole.. within the county. Real property improvements or portions thereon substantially completed on January 1 are deemed to have no value pi. thereon, and substantially completed property as of January 1 is assesst•d the county property appraiser based on its just value. (2) On or before July 1 of each year, each county property appra).. is required to complete an assessment roll of the value of all real prop,,,, subject to taxation located within the county (unless extended for good c.a. by the State Department of Revenue). Upon completion of this assessment rail., the county property appraiser is required to certify to each taxing autho,... the taxable value within the jurisdiction of the taxing authority. it, certification includes the just value of new construction, addition:: structures, deletions and property added due to geographic boundary chat;•, substantially completeas of January 1 of that year. -12- v,. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. T�It= (3) Each taxing authority is required to compute the millage known as the 'rolled back rate." That rate is the rate which, exclusive of (i) new cvnstruction, (ii) additions to structures, (iii) deletions, and (iv) property added due to geographic boundary changes, will provide the same ad valorem tax revenue for each taxing authority as was Levied during the prior year. (4) Upon preparation of a tentative budget, but prior to adoption thereof, each taxing authority in addition to computing the 'rolled back rate" is required to compute the proposed millage rate which would be necessary to fund the tentative budget. other than the portion of the budget to be funded from non ad valorem taxes. In computing proposed or final millage rates, each wring authority utilizes not less than 95i of the taxable value certified by the county property appraiser. In establishing the tentative budget and the proposed millage rate, the taxing authority is not bound by the 'rolled back race' and, in accordance with Florida law, may exceed the "rolled back rate" er may even adopt a tentative budget and proposed millage rate which would be less than the "rolled back rate.' (5) Within 35 days of the county property appraiser's certification, each taxing authority is required to advise the county property appraiser of its proposed millage rate and the 'rolled back rate" and the date and time at which a public hearing will be held to consider the proposed millage rate and the tentative budget. The county property appraiser utilizes this information in preparing the notice of proposed property taxes required to be mailed to property owners. Additionally, if this information is not provided in a timely fashion as required by statute, the taxing authority is prohibited from levying a millage rate greater than the 'rolled back rate' for the upcoming fiscal year. (6) Each taxing authority is statutorily required to hold a minimum of two public hearings on the proposed village rate and tentative budget prior to adopting a final millage rate and a final budget. At the first public hearing, the taxing authority may amend the tentative budget and proposed millage rate as it deems fit and adopt a tentative budget and proposed millage rate. At the second public hearing, the taxing authority may adopt the final budget and final millage rate. The final budget and final millage rate adopted at the second hearing cannot exceed the tentative budget and tentative aellage rate adopted at the first public hearing. Except as otherwise provided by statute, no millage rate (exclusive of ad valorem debt service tilla$e) for the county and the city may annually exceed 10 mills each without Voter approval. The final millage rate is that millage rate used to calculate the tax Increment revenue payments required to be made .to a redevelopment trust fund ue or before January 1 of the next year, Final millage rates generally should pare been adopted by October 1 of each year, to allow sufficient time for Laz-e authorities to calculate the required payment to the redevelopment test fund and to submit the same on or before January 1. Pursuant to Ititute, unless otherwise permitted by law, final budgets must be adopted by &ichg authorities prior to the beginning of a taxing authority's fiscal year is October 1 of each year. Typically, property tax statements are -4iled on or about November 1, with collection through November 30 providing a -13- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. maximum discount of 4.7 and descending to OZ as of March.1 of the following year. Taxes are delinquent as of April 1. Tax Increment Revenues for the Redevelopment Area --Historical and Projected The Tax Increment Revenues are appropriated and paid by the City and thr' County to the CRA for deposit in the Redevelopment Trust Fund as requirod under the Act and asimplemented by the Interlocal Cooperation Agreement. Tho assessed value of taxable real property in the Original Redevelopment Area war: $78,305,502 as of January 1, 1982 and in the Additional Redevelopment Area war, $37,461,910, as of January 1, 1985. Since 1986, and for all future years, thfr aggregate assessed value of taxable real property in the Original and Additional Redevelopment Areas, for purposes of calculating the tax incremental tax revenues, is and will be $115,767,412. The amount of Tax Increment Revenues to be received in any year depends upon the assessed valuation of taxable real property in the Redevelopment Area as of January l of such year, the incremental increase in such valuation above the valuation for the base years and the total millage rate levied by the City and the County. Except for the City's millage rate, all of these factors are beyond the control of the City. The following table sets forth historical and anticipated collections of Tax Increment Revenues in the. Redevelopment Area from fiscal year 1985-1986 through fiscal year 1994-1995. The City cannot provide any assurances that the Tax Increment Revenues actually realized will meet the forecasts for the fiscal years after 1990-1991. and there are possible circumstances that could adversely affect the realization of such Tax Increment Revenues. See 'RIsx FACTORS' herein. -14- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, THE CITY OF MIAMI, FLORIDA HISTORIC AND PROJECTED TAXABLE REAL PROPERTY AND TAX INCREMENT Fiscal Year (1) t985-86 1986-87 1987-88 1988-89 1989-90 L990-91 (991-92 1992-93 1993-94 1994-95 Total Taxable Value of Real Property (2) $ 86,762,119 144,643,083 145,058,948 145,230.,969 158,756,881 186,828,159 226,517,567 237,843,445 299,735,618 314,722,398 Increment of Taxab Value of Real Property (3) $ 8,456,617 28,875,671 (6) 29,291,536 29,463,557 (7) 42,989,469 71,060,747 110,750,155 122,076,033 183,968,206 198,954,986 le Total Annual Millage (4) Tax Increments (5) 17.3140 17.3150 16.8945 16.8885 16.6945 16.9675 16.9675 16.9675 169675 16.9675 $ 139,097 470,045 470,123. 472,716 681,803 1,145,437 1,785,196 1,967,759 2,965,407 3,206,980 (1) October 1 through the next succeeding September 30. (2) Taxable Value of the Real Property located in the Redevelopment Area is based on the real property assessment on January 1 of the prior fiscal year. (3) The Increment is the Taxable Real Property for the current fiscal year minus the Taxable Value of Real Property for the Base Years, see 'TAX INCREMENTS - CALCULATIONS'. (4) Millage is the combined general operating millage of the. County and the City (5) Total Annual Tax Increments represent the combined payments by the County and City which are equal to 95Z of the tax revenues generated from the application of combined general operating millage against the Increment of Taxable Value of Real Property. (6) The significant increase in the Increment of Taxable Value of Real Property in Fiscal Year 1986-1987 is attributed to the increase in the size of the Redevelopment Area, see 'REDEVELOPMENT AREA - Location'. (1) The increase in fiscal year 1989-90 is attributed to the addition of the Courthouse Center project with an assessed value of $22,127,471 minus the assessed value of certain parcels taken off the tax rolls when they were acquired by the City for redevelopment pursuant to the Redevelopment Plan. :((urce: City of Miami, Florida. The increased value in the Total Taxable Value of Real Property shown in 'he preceding Table starting in fiscal year 1989-1990 was a result of the fulloving new developments being added to the tax rolls. Fiscal years h«ginning in 1991-1992 also include a projected increase of 5Z in total area valuation in each year. -15- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Fiscal Year 1989-199D Project Assessed Value 1. Courthouse Center $22,127,471 Fiscal Year 1990-1991 Project Projected Assessed Value 1. Arena Towers, Building I $15,550,000 Fiscal Year 1991-1992 Project Projected Assessed Value 1. Arena Toners, Building II $10,188,000 2. Biscayne View Apartments 20,160,000 Fiscal Year 1993-1994 Project Pro'ected Assessed Value 1. Gran Central Office Tower $50,000,000 There are no assurances, however, that the Gran Central Office Tower will be built since it is not yet under construction. see 'RISKS'. It is important to note that the •projections prepared by the City do not account for any other development which may occur within the Redevelopment Area as a result of the Project. GUARANTEED ENTITLEMENT REVENUES General The Florida Revenue Sharing Act of 1972, Part II, Chapter 218, Florida Statutes (the `Revenue Sharing Act') provides for the distribution of certain revenues by the State to units of local government, including municipalities, such 'as the City..' All revenuesreceived by •a- municipality from the State pursuant to the Revenue Sharing Act are designated herein as Revenue Sharing Receipts. The Revenue Sharing Act includes a formulato determine the monthly Revenue Sharing Receipts to be distributed from the Revenue Sharing Trust Fund For Municipalities, whichis the fund to which the State deposits the Revenue Sharing .Receipts. It..also provides that no eligible municipality shall receive less Revenue Sharing Funds from the State than that amount received by such municipality from the State in the fiscal year 1971-1972 from the sum of the State cigarette tax, State road tax and State motor fuel tax (the `Guaranteed Entitlement'). The Revenue Sharing Act further provides that there shall be no use restriction on the Guaranteed Entitlement portion of the -16- THIS DOCUMENT IS A SUBSTITUTION " " TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. total State Revenue Sharing Receipts ("Guaranteed Entitlement Revenues"). However, receipt of the Guaranteed Entitlement moneys is solely dependent on the continuing payment of revenue sharing by the State of Florida, on which no ;lssurance can be given. Sources of Revenue Sharing of Receipts. The following taxes, or portions thereof, are required to be deposited in the Revenue Sharing Trust Fund for Municipalities after deducting certain ,harges for administration and collection: 1. Cigarette Taxes. Pursuant to Chapter 210, Florida Statutes, State tax is levied at varying rates depending on the weight and length of the cigarettes and the number of cigarettes in a package. The tax for a standard package of cigarettes is 33.9 cents. After deducting a service charge, an amount equal to 11/24 of the total is required to be deposited to the Revenue Sharing Trust Fund for Municipalities. 2. Tax on Motor Fuel. Chapter 206, Part I, Florida Statutes, provides for a municipal tax, in addition to all other taxes required by law, of one cent per gallon upon the first sale or removal from storage, after incorporation into the State, of motor fuel. After deducting a service charge, the proceeds of the tax are deposited in the Revenue Sharing Trust Fund for Municipalities. 3. Tax on Special Fuel. Chapter 206, Part II, Florida Statutes, also provides for a four cent tax per gallon on special fuel (diesel fuel, alcohol or any liquid product or combination used to propel any diesel engine), used or sold in the State payable on the first sale or transfer of title thereof within the State. After withholding $10,000 from the tax and deducting the applicable service charge, the proceeds of the tax are deposited in the Revenue Sharing Trust Fund for Municipalities. Pledge The Series 1990 Bonds will be secured by a pledge of $300,000 per year ley the City from the proceeds of its Guaranteed Entitlement Revenues. The ':ity's limited pledge of $300,000 in Guaranteed Entitlement Revenues will be ell a parity with the City's $6,500,000 Guaranteed Entitlement Revenue Bonds, ,.•ries 1989 (the "Senior Lien Bonds"), and subordinate and junior to the •:ity's obligation to set aside $2,000,000 per fiscal year (October 1 through :;optember 30) through fiscal year 1995 to repay a loan made to the City by the i.rst Municipal Loan Council ("Municipal Council Loan"). The City has covenanted that it will not take any action which will impair or adversely affect the Guaranteed Entitlement Revenues and has further .evenanted to take all lawful action necessary or required to continue to etitle the City to receive its Guaranteed Entitlement Revenues iri the same ,mounts and at the same rates as now provided by law to pay the principal of and interest on the Series 1990 Bonds, and to make any other payments required wider the Bond Resolution. -17- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU ME NT. The City's Guaranteed Entitlement Revenues and Revenue Sharing Receipts Only the City's Guaranteed Entitlement is available to be pledged on a parity and subordinated basis to the payment of debt service for the Series 1990 Bonds since the Revenue Sharing Act prohibits the City from pledging any portion of the Revenue Sharing Receipts received by the City in excess of its Guaranteed Entitlement Revenues. The following table sets forth the City's Guaranteed Entitlement, Revenue Sharing Receipts in excess of its Guaranteed Entitlement and its total Revenue Sharing Receipts for the fiscal years indicated: City Fiscal Years Ended September 30th Fiscal Guaranteed Excess Total Year Entitlement Receipts Receipts 1984 $5,721,258 $5,994,149 $11,715,407 1985 5,721,258 6,240,917 11,962,175 1986 5,721,258 5,377,383 11,098,641 1987 5,721,258 5,747,170 11,468,428 1988 5,721,258 5,465,600 11,186,858 1989 5,721,258 5,151,742 10,873,000 1950 5,721,258 4.,748,742 10,470,000 Source: City of Miami, Finance Department The City's Guaranteed Entitlement will not be affected by any increase in the tax on cigarettes and motor fuel. Any significant decrease in the taxes would first affect the Revenue Sharing Receipts received by the City in excess of its Guaranteed Entitlement Revenues. Since the Revenue Sharing Receipts in excess of the City's Guaranteed Entitlement Revenues are significant, it is unlikely that a decrease in the taxes will have an impact on the City's Guaranteed Entitlement Revenues. -18- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL ' • CAN BE SEEN AT THE END OF THIS DOCUMENT. Nurglab 1 e .Guaranteed Entitlement • •IteVelalleS. 1....-f; .. ay- .VP4.0.i..2?.4(ir:-;,lil'aVie.'46.5;t::.eilhi.: IXIIT;g:.::f4 :',::.'-'1g.-!(.ii .;:', .' ".. -;'-: t•- ,. ' si: , . ; '.: '...' •-•, .,' -'• 1 . The,uf 01904,4-;y41?3p,, phoFp, :t4p,,apptw:t.,1 of,,qukOttipci,...plkti10ippt. iRevenues g,t3f.r.'.F.Antli-cippkte; ,:lyi:1):. 1?n1.qL4.44.•1lo ,.„:.afr. .r,_::-,..1.tc,..*kas ... the . regnire,c1 annual #10*:1;'.5.--Ml•-•#s ,A41)#14:44:..00P.T.114,1•Ae.934Ti ta0.,.. j-•ts 77;849-c.,LfikBonds ..to :me44As kit's of ,,D0.-.03043. ier fis Cal.-year:mit:1i .::,r.e ii)e"O;i: to :the Series: 1990... itlf* . ,; -yr. '..,.'", f.: -, ;:. :. :" : • f:, .`,I ;•,,; P:r1;%! ;It ;;;;.',!. f'..;- .:;-:;-',,*;',Vt-I,!:!.irl;k:Zi,..:••' .,;;',.: ; .7:.:*•;i-,:, ::•.;:. ' R.(1:; fi:41..n:• . ..., !.i. :;• qit7 F4Pgd.ge,_#7.,:t0.14.4s,,,,s,P4..0e.r..,160,-,;,: y,../..:,,i,i,.:., , :FP? r7 :- ';; •i: !•- • . • • • „- ;.• i; , ; , , . • .. v1991 • • 1992: . • • • 1093 .1994 , 1995 1996 , 121 $5,721 $ 72.1 55, 721 , 721 Yti.P:trSe.13).t.; • • . ,,•; 2,0.00 Z,000 • • .7?;'17.09' . • ...,... .00 2,00 r0• • -_ ,e ,9r,..Lien Bonds* :: - • '. ' •'....f , ','.. • , ..t. : . .- : • '. :i.;.' - .". r , .• 1 , '''-.: ; •:: :-. ; .. _. • • Available Reven.ne sr.. p , lip,. , . 3„ 114, . .... ... 3,111 . . 3 , 11.A. 3 , 11.3. _.. 3 ,11.2... e ries ' 1990 Bonds 300.. : . , 390 : .., . 3 o p . , 300 3po. .,..' 300 ll,„71-...,....... , . „:,....; ,„ •-• overage.. Ratio _ . -, 1.0 . 37x... . 10 • 311pc ..- lb .37x id- 3 8*, _ 10:.37 ?..''' 17. 0 4X. Rounded tg,.-neap ,thousand do11,nr,s. for SeniorLien Bons 1; t • ••••• : • • • . •••;• I•••,•-.17-;.".z:'1;:C:.r.f. • • • -19- • .: • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. DEBT SERVICE REQUIREMENTS AND COVERAGE The following table sets forth estimated debt service requirements for the Series 1990 Bonds and estimated debt service coverage to be provided from the Pledged Revenues. After 1991, the Tax Increment Revenues are based upon the estimates of the City. The table below assumes constant receiptsof tax increment revenues on and after January 1, 1997, but actual tax increment revenue receipts may vary and could be less than such estimates. See 'RISK FACTORS'. Year Ending Oct. 1 Principal 1991 $155,000 1992 165,000 1993 180,000 1994 190,000 1995 205,000 1996 225,000 1997 240,000 1998 260,000 1999 280,000 2000 305,000 2001 330,000 2002 355,000 2003 390,000 2004 420,000 2005 455,000 2006 495,000 2007 535,000 2008 585,000 2009 635,000 2010 685,000 2011 745,000 2012 810,000 2013 875,000 2014 950,000 2015 1,030,000 Location Interest $884,413.75 953,732.50 941,522.50 927,842.50 913,212.50 897,222.50 879,560.00 860,600.00 839,800.00 816,000.00 790,075.00 762,025.00 731,850.00 698,700.00 663,000.00 624,325.00 582,250.00 536,775.00 467,050.00 433,075.00 374,850.00 311,525.00 242,675.00 168,300.00 87,550.00 .Total Debt Service Requirements $1,039,413.75 1,118,732.50 1,121,522.50 1,117,842.50 1,118,212.50 1,122,222.50 1,119,560.00 1,120,600.00 1,119,800.00 1,121,000.00 1,120,075.00 1,117,025.00 1,121,850.00 1,118,700.00 1,118,000.00 1,119,325.00 1,117,250.00 1,121,775.00 1,122,050.00 1,118,075.00 1,119,850.00 1,121,525.00 1,117,675.00 1,118,300.00 1,117,550.00 Tax Increment Revenues $1,145,437 1,785,196 1,967,759 2,965,407 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3, 2.06, 980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 REDEVELOPMENT AREA Guaranteed Entitlement Revenues $300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 Estimated Annual Coverage 1.39x 1.86x 2.02x 2.92x 3.14x 3.13x 3.13x 3.13x 3.13x 3.13x 3.13x 3.14x 3.13x 3.13x 3.14x 3.13x 3.14x 3.13x 3.13x 3.14x 3.13x 3.13x 3.14x 3.14x 3.14x The Redevelopment Area is situated within the municipal boundaries of the City. It is located immediately north of the central business district to which there has been significant and positive physical and economic changes over the past five years. The completion of •a number of significant commercial projects within the central business district of the City such as the Southeast Financial Center, the Dade County Metropolitan Government -20- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Center, the CenTrust Financial Center, the World Trade Center, the Courthouse Tower and Bayside have added thousands of private jobs and have attracted even greater numbers of visitors, businesses and tourists to Downtown Miami. The boundaries of the original Redevelopment Area were N.W. 5th Street on the South, I-95 on the West, I-395 on the North and Biscayne Boulevard on the East (the "Original Redevelopment Area"). In 1985, the Original Redevelopment Area was expanded to include additional real property to the South. The boundaries of this new part of the Redevelopment Area are N.W. 5th Street on the North, North Miami Avenue on the East, N.E. First Street on the South and the Metrorail transit lines on the Vest (the "Current Redevelopment Area"),. Maps of the Original Redevelopment Area and the Current Redevelopment Area, respectively, are set forth in Appendix A. Included within the Redevelopment Area are two'disti.nct sub areas which have been designated Park vest and Southeast Overtown. The warehousing and general commercial areas located East of the FEC Railroad Right -of -Way ("Right -of -Way") are known as Park West and the predominantly low income community to the West of the Right -of -Way and East of 1-95 and South of 1-395 is Southeast Overtown. The Southeast Overtown subsection is part of a larger, predominantly black community known as Overtown. Until recently, neither Park Vest nor Overtown experienced the major economic spin-off effects which were generated by the massive development in the central business district of the City. Under the provisions of the Florida Community Redevelopment Act of 1969, ss amended. the City and County have developed an extensive redevelopment plan to rejuvenate the Redevelopment Area through the acquisition of land and the removal of blight, Redevelopment Objectives With respect to the Southeast Overtown portion of the Redevelopment Area, the City has established a number of objectives. Specifically, the City hopes to accomplish the following, among others, through the Redevelopment Plan; 1. provide better employment opportunities and upper mobility for residents: 2. provide opportunities for minorities (residents) to manage and owr. businesses; 3. maintain existing business and attract new business; 4, rehabilitate existing housing; 5. replace dilapidated housing; 6. provide opportunity for residents to continue to live in ove'rtown; 7. promote home ownership and new housing for moderate income families and encourage an income mix in all housing; 8. restore a sense of community and unify the area culturally; and 9. preserve historic buildings and sites. In the Park West portion of the Redevelopment Area, the City': objectives among others, are as follows: -21- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 1. reinforce the property tax base; 2. encourage day and night activities in downtown Miami; 3. reduce travel distance for downtown workers; 4. minimize adverse impact and promote existing viable commercial and industrial uses which complement the business activities at the Port of Miami located downtown; 5. expand housing choices for Downtown workers; and. 6. encourage comprehensive, large scale redevelopment. Recent Developments within the Redevelopment Area The City, through its Community Redevelopment Agency, has previously acquired real property within the Redevelopment Area in order to begin to implement the Redevelopment Plan. Pursuant to the terms of a Section 108 Loan Agreement, dated February 7, 1988, the City borrowed $5,958,400 from the United States Department of Housing and Urban Development ('HUD'). The loan proceeds were used along with $28,000,000 of City funds, by the City to acquire and renovate certain real property and to make other improvements within the Redevelopment Area. A portion of the real property acquired by the City has been leased to a number of developers for the construction of rental units and condominium units. One of the new multi -family housing projects which offers affordable housing is Arena Towers, which is comprised of a 21-story building containing 204 dwelling units, a 16-story building containing 152 dwelling units and a 481 space parking garage. The 16 story building was completed prior to January 1, 1990 and currently is approximately 85Z occupied. The other building and the parking facility were completed in February of 1990. The Arena Towers complex is located just North of the Miami Arena on the opposite side of the street. The Biscayne View Apartments is another housing project which offers affordable housing and is being developed on land leased from the City. It is located adjacent to the Arena Towers on the North and is comprised of a 30-story apartment building and a 3-story building with townhouses and walk-up apartment units', for a total of 463 apartment units. The Biscayne View Apartments are scheduled to be completed on or about November 1, 1990. The City has also leased land' to a private developer for the construction of Poinciana Village, 152 condominiumunits which are located to the West of the Miami Arena. Phase I consists of 40 units of which 12 have been completed, and the remaining 28 are almost finished. At the present time, 34 of the 40 units have been sold. THE PROJECT In addition to funding a Reserve Fund and paying the cost of issuing the Series 1990 Bonds, proceeds of the Series 1990 Bonds shall be used to retire the $5,958,400 HUD loan, including any accrued interest to date, to reimburse the City in an amount not to exceed $750,000 for an advance by the City to the CRA for payment of expenses with respect to the Redevelopment Plan, to finance the cost of certain infrastructure improvements such as street improvements, sidewalks and landscaping to the area between N.W. 7th Street and N.W. 9th -22- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. :.ireet, and to acquire a number of parcels which are located in the Southeast ,,vertown subsection of the Redevelopment Area. The City has already begun to ,i:quirethe property included in the Project and anticipates that the Al:quisition of the various components of the Project will be completed by June +992, but such acquisition may be delayed due to litigation over the City's inking by eminent domain. See 'RISK FACTORS". RISK FACTORS The ability of the City to make timely payments of principal of, ir.demption premium, if any, and interest on the Series 1990 Bonds depends :substantially upon the ability of the City to collect sufficient Tax Increment kevenues based upon real property in the Redevelopment Area which, when added to the $300.000 in Guaranteed Entitlement Revenues and interest earned on the Tax Increment Revenues and Guaranteed Entitlement Revenues will be adequate to make such payments. The Series 1990 Bonds are not general obligations :supported by the full faith and credit of the City. the CRA, the County or the :;rate or any political subdivision of the foregoing, but are payable solely from the Pledged Funds. Neither the State,the County, the City, the CRA, or .any other political subdivision of the State has any obligation or power under the Bond Resolution or under Florida law to levy any taxes or any responsibility thereunder to appropriate funds from any source other than the Pledged Funds in order to pay debt service on the Series 1990 Bonds or to avail or cure any default in any such payments. Except for the Reserve Fund, there is no fund or account under the Bond Resolution which is required to contain amounts to make up for any deficiencies in the event of one or more defaults by the City in making payments of debt service on the Series 1990 Bonds, and there is no source from which the Sinking Fund will be replenished except the Tax Increment Revenues, the Guaranteed Entitlement Revenues, and investment income on moneys in the Funds held by the Trustee. There can be no representation or assurance that the City will realize sufficient Tax Increment Revenues to pay, when due, all required payments of debt service on the Series 1990 Bonds. The following paragraphs summarize some of the risks involved in a Florida tax increment financing such as the Series 1990 Bonds. Such summaries are not intended to be an exhaustive list of risk factors in connection with the Series 1990 Bonds. 1. Competition from Comparable Developments Outside. the Redevelopment Area. The City's growth strategy for the Redevelopment Area is in competition with other communities located outside the Redevelopment Area whose growth will not generate Tax Increment Revenues for the payment of the Series 1990 Bonds. In the event that,a large number of condominium, rental or commercial projects are constructed in the City outside the Redevelopment Area, the demand for residential housing within the Redevelopment Area.could be reduced, thereby leading to a possible reduction in the assessed taxable value of the Arena Towers and the Biscayne View Apartments or the suppression of future development in the Redevelopment Area. -23- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2. State, National and International Economic and Political Factors. Certain economic or political developments, such as downturns in the State, national or international economy, increased national or international barriers to tourism or trade or international currency fluctuations could all adversely affect the continued development of the Redevelopment Area or its attraction to businesses and investors. 3. Failure to Achieve Increases in Property Values. Numerous events could occur that might reduce or cause stagnation in the value of real property within the Redevelopment Area, including natural disasters; public acquisition of property within the Redevelopment Area by the State or political subdivisions exercising their respective rights of eminent domain; or social, economic or demographic factors (or adverse public perceptions thereto) beyond the control of the City or the taxpayers in the Redevelopment Area. Any or all of such events could adversely affect the realization and collection of Tax Increment Revenues. 4. Impact of Additional Taxpayers or Increased Property Values Outside the Redevelopment Area. The addition of significant numbers of new taxpayers or an increase of property values outside the Redevelopment Area could result in an environment favorable to the reduction of the County and/or City millage rates thatwould, in turn, reduce the amount of Tax Increment Revenues payable by the County and/or the City. 5. Appeals of Assessments. State law allows taxpayers to dispute assessment valuations. Various State, local, national and international economic conditions may influence a taxpayer's willingness to make or forgo such an appeal. The statutory method for determining Tax Increment Revenues uses a factor of 95Z, due in part to an expectation of some such appeals. Any volume of appeals which are successful in reducing the overall assessed value of the Redevelopment Area in excess of such a margin of error could result in reduced amounts of Tax Increment Revenues payable by the County and/or the City. 6. Failure of New Pro V.cts to Achieve Economic Success. In the event the Arena Towers and/or the Biscayne View Apartments encounter financial difficulties, or the Gran Central Office complex is never built or leased, the taxable assessed value of the Redevelopment Area may be reduced due to the decrease in value of the apartments and will not generate the additional tax increment revenues anticipated from the construction of the Gran Central project. Since the City has relied on the .1990-91 Tax Increment Revenues to determine the amount of Series 1990 Bonds to be issued, such failure, however, may only have a minimal effect on the City's ability to pay the principal of and interest on the Series 1990 Bonds. 7. Litigation Pertaining to the Project. The Project will involve, among other things, the acquisition of all or a portion of four city blocks in the Redevelopment Area. It is anticipated that the City will be able to negotiate with the owners for the purchase of the individual parcels within the City blocks. In the event an agreed upon -24- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL . CAN BE SEEN AT THE END OF THIS DOCUMENT. price cannot be negotiated, the City believes that it has the power to take all of the subject properties by eminent domain and believes that such power will be upheld by the courts. The City further believes that it will be capable of making any and all payments of adjudicated purchase prices of such parcels under eminent domain. However, even if the City is ultimately successful in any eminent domain proceedings that 'nay have to be instituted, such eminent domain litigation could materially delay the commencement of the development of the parcels and, if a large number of parcels become entangled in eminent domain proceedings, the availability of additional Tax Increment Revenues which may be used for the repayment of the Series 1990 Bonds may be delayed. INCOME TAX EFFECTS In the opinion of Co -Bond Counsel, under existing law, interest on the Series 1990 Bonds is excluded from gross income for federal income taw purposes. Also, in the opinion of Co -Bond Counsel, under existing law the Series 1990 Bonds are exempt from all present intangible personal property taxes imposed by the State of Florida. The opinion of Co -Bond Counsel is rendered in reliance upon certain cash flow schedules calculating the yield on the Series 1990 Bonds and upon the certificate of the Underwriter verifying the accuracy of the schedules calculating the yield on the Series 1990 Bonds. The opinion of Co -Bond Counsel is also subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the "Code"), that must be satisfied subsequent to the issuance of the Series 1990 Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. Those requirements include restrictions regarding the terms, amount and purpose of the'Series 1990 Bonds and the use of the proceeds of the Series 1990 Bonds. The City has included provisions and procedures in the Bond Resolution in order to meet such requirements of the Code with respect to the Series 1990 Bonds, and the City and the Trustee have covenanted to ,comply with such provisions and procedures. Those requirements further include the arbitrage rebate obligation contained in Section 148 of the Code. The City has covenanted to comply with each requirement of the Code that must be satisfied subsequent to the issuance of the Series 1990 Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes. Failure to comply with any of those requirements may cause the inclusion of interest on the Series 1990 Bonds in gross income for federal income tax purposes, retroactive to the date of issuance of the Series 1990 Bonds. An alternative minimum tax is imposed by the Code on corporations at a twenty percent .(20%) rate .and on taxpayers _o.therthan corporations at a twenty-one percent (21%) rate. Interest on the Series 1990 Bonds will be treated as an item of tax preference for purposes of the alternative minimum tax and included in an individual or corporate bondholder's alternative minimum taxable income. 0n November 5, 1990, President Bush signed into law the Omnibus Budget Reconciliation Act of 1990 (P.L. 101-58) (the "Act"). Section 11102(a) of the Act increases the rate of the alternative minimum tax with respect to taxpayers other than corporations to 24% from 21%. The increase in the rate is effective for taxable years beginning after December 31, 1990. A copy of the proposed' form of the opinion of Co -Bond Counsel to be rendered on the Delivery Date is attached hereto as Appendix D. Co -Bond . Counsel has not expressed an opinion regarding the other federal income tax -25- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. consequences arising with respect to'the Series 1990 Bonds. For a description of some of the possible federal income tax consequences, see the following, paragraphs. 1. Environmental Superfund Tax. Section 59A of the Code imposes for taxable years beginning before January 1, 1992, .an additional tax on corporations at a rate of .12 percent on the excess over $2,000,000 of a corporation's 'modified alternative minimum taxable income'. Interest on the Series 1990 Bonds received by a corporate bondholder will be included in the determination of such bondholder's 'modified alternative minimum taxable income'. 2. Financial Institutions and Certain Insurance Companies. Section 265 of the Code provides that a financial institution holding the Series 1990 Bonds will be denied any deduction for its interest expense allocable to such Series 1990 Bonds. Under Section 832(b)(5)(B) of the Code, insurance companies subject to the tax imposed by Section 831 of the Code, including property and casualty insurance companies, are required to reduce the amounr of their deductible underwriting losses by 15Z of the amount of tax-exempt interest received from investments made after August 7, 1986, including; investments in the Series 1990 Bonds. 3. Social Security and Railroad Retirement Benefits. Under Section 86 of the Code, recipients of certain social security benefits and railroad retirement benefits may be required to include a portion of such benefit; within gross income by reason of the receipt of interest on the Series 1990 Bonds. 4. S Corporations. Section 1375 of the Code imposes a tax on the income of an S Corporation having Subchapter C earnings and profits at the close of a taxable year, if greater than twenty-five percent (25Z) of the gross receipts of such S Corporation is passive investment income. Interest on the Series 1990 Bonds will be included in an S Corporation's passive investment income. 5. Foreign Corporation Branch Offices Tax. Section 884 of the Code imposes a branch profits tax on foreign corporations equal to thirty percent (30Z) of the 'dividend equivalent amount' for the taxable year. Interest on the Series 1990 Bonds would be taken into account in determining a foreign corporate bondholder's 'dividend equivalent amount" to the extent such interest is effectively connected (or treated as effectively connected) with the foreign corporate bondholder's conduct of a trade or business within the United States. Other provisions of the Code may give rise to adverse federal income .tax consequences to particular bondholders. Owners of the Series 1990 Bonds should consult their own tax advisors with respect to tax consequences to them of owning the Series 1990 Bonds. -26- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. LITIGATION There is no litigation pending or threatened{that seeks to restrain or enjoin the issuance or delivery of the Series 1990 Bonds or the proceedings or authority under which they are to be issued or delivered. There is no litigation pending or threatened which, in any manner, questions the right of the City to pledge its Tax Increment Revenues or the Guaranteed Entitlement Revenues, as described herein, to the repayment of the Series 1990 Bonds. CITY The Series 1990 Bonds shall be issued by the City pursuant to the lnterlocal Cooperation Agreement and the Bond Resolution. For a description of the City and the County see Appendix B. VALIDATION The Series 1990 Bonds were validated by a judgment of the Circuit Court of the Eleventh Judicial Circuit in and for Dade County, Florida on August 23, 1990. The time for taking an appeal has expired, and consequently the judgment has become final. LEGAL MATTERS The Series 1990 Bonds will be accompanied at delivery with an approving opinion of Holland & Knight and Barnes, Darby & McGhee, both of Miami, Florida, Co -Bond Counsel, in substantially the form attached hereto as Appendix D. Certain legal matters will be passed upon for the City by its General Counsel, Jorge L. Fernandez. Certain legal matters will be passed upon for the Underwriters, by their co -counsel, Fine Jacobson Schwartz Nash Block & England and the Law Offices of McCrary & Dove, both of Miami, Florida. Co -Bond Counsel will also opine on the date of issuance on the Series 1990 Bonds that the statements contained herein under the Sections captioned "Description of the Series 1990 Bonds' (other than the portion thereof captioned "Book -Entry Only System'), 'Security for the Series 1990 Bonds', and "Guaranteed Entitlement', to the extent such Sections purport to summarize portions of the Resolution, they constitute fair summaries of the portions of the Resolution purported to be summarized therein, and the statements contained under the Section captioned 'Income Tax Effects" are accurate. Except with respect to the foregoing matters, Co -Bond Counsel has not undertaken independently to verify, and therefore expresses no opinion as to, any of the information or statements contained in this Official Statement, or any exhibits, schedules, or attachments hereto. RATINGS Moody's Investors Service and Standard & Poor's Corporation have assigned the ratings of 'Baal' and "BBB4- respectively, to the Series 1990 Bonds. Such ratings reflect only the views of such rating agencies, and an explanation of the significance of such a rating may be obtained from the rating agency furnishing the same. There is no assurance that such ratings will continue for any given period of time or that they will not be revised or -27- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. withdrawn entirely by either rating agency, if in their judgment circumstances so warrant. A revision or withdrawal of the ratings may have an adverse effect on the market price of the Series 1990 Bonds. UNDERWRITING The Underwriters listed on the front cover of this Official Statement have jointly and severally agreed, subject to certain conditions, to purchase the Series 1990 Bonds from the County at an aggregate discount of $132,750 from the initial public offering prices set forth on the cover page of this Official Statement. The Underwriters' obligations are subject to certain conditions precedent, and they will be obligated to purchase all the Series 1990 Bonds if any Series 1990 Bonds are purchased. The Series 1990 Bonds may be offered andsold to certain dealers (including dealers depositing such Series 1990 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by, the Underwriters. FINANCIAL ADVISORS The Financial Advisors for the City are Howard Gary & Company with offices located at 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163, telephone number (305) 571-1380; and Raymond James & Associates, Inc. with offices located at 880 Carillon Parkway, St. Petersburg, Florida 33716, telephone number (813) 573-8255. OTHER HATTERS The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of its date, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters. So far as any statements made in this Official Statement and its Appendices involve matters of opinion or estimates, whether or not so expressly stated, they are set forth as such and not as representations of fact, and no representation is made that any of the projections or estimates will be realized. The information and expressions of opinion set forth in this document are subject to change without notice and neither the delivery of this Official Statement nor anysale made hereunder shall, under any circumstances, create any application that there has been no change in the affairs of the City, the County or the CRA since the date of this Official Statement. AUTHORIZATION CONCERNING OFFICIAL STATEMENT At the time of the delivery of the Series 1990 Bonds, the Mayor of the City will furnish a certificate to the effect that nothing has come to their attention that would lead them to believe that the Official Statement, as of its date and as of the date of delivery of the Series 1990-Bonds, contains any untrue statement of a material fact or omits to state a material fact which should be included therein for the purpose for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made,not misleading. -28- r:. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXECUTION The execution and delivery of this Official Statement by the Mayor of tIhe City has been duly authorized by the City Commission. THE CITY OF MIAMI, FLORIDA By: /s/ Xavier L. Suarez Mayor -29- THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. APPENDIX A NAPS OF THE SOUTHEAST OVERTOVN/PARE VEST BEDEVELOPMENT'AREA IP • • S • - % • • ts•,••, A .7 • .; •-% c6. • `-••• ire,1&* 10;7*1 • 4 :,•:•••• •• • 1 • \ Southeast Overtown/Park West Community Redevelopment Area IA30.11000 n • 0 Z 0 CA X m rT1 Z Zr-1-3> > cp. > (-) m c m -0 z 0 Q7 O -6 Z X > • r- Nouswisg ns v SI 1N 3IAlnpoa SIH1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. F. II TT 1 w 1 GIPSON PARK Douglas Eleven. School . MASI le LUMMUS PARK \* aA\la IM \ \ 1!! PARK / /I A IL F /1I r in l . P. I TT 1= I � o � u > 9Itl IUuA u{i _ J — L�J LnJ Bien if Biscayne View Apts. I Arena Towers Apts. Poinciana Mimi Arena - Village `o e AIM — I d� ,1& U.S. •Post Of(Ice . Miami Police Station [City AdninIS. Building Cultural Center 1 �i �r SJl T 111111P_RINI 1, I' • fi] as Federal Courthouse INI w ( 1 I(itI PARK 0. H ! (11 RI II lT I IT l L/Z W I''I'j 1IIn�',' /I''I r\ ✓' \ I 1 I. !!l11111� 11,I 10 IT. KE 1 IT o M �_ d 1 C =1.tu BICENTENNIAL PARR r.c.c. TRACT. Freedom ': �" U BATSIDE Dade County Courthouse FL *CLIP 1111111 tlKTLrtkLL PARK • Naas SOUTHEAST OVERTOWN/PARK WEST BOUNDARY MAP 1 I I I I tfi / / / \ / l l sr • sT. 1 (—� II�CI �� �-T 1.1 1 .1 .-1 .t 1 11 1 ■ I L T fJ c.o.IP Pk0L0 ]L TIT N II L. 8R0CKILL_. _. K(T• 1982• r r.. 11 II GIBSON PARK Jta IL II Douglas' Elenen. School UlMMUS PARR Hiami Police Station �i Cultural Center 14 Arena Towers Apts. Wiwi Arena Dade County Courthouse L .1 l jII1j, nF, I p I I h L 11 If 1 .1 a c p, Federal Courthouse LaGLte. T. Freedom Tower BRICRELL PARK TANK J e!CENTENNIAL CwO.Ih IR AIa BRICNELL SOUTT•�HEASTO! VERTOWN/PARK WEST BOUNDARY MAP 1985 l l l I� I s.r e IT 1 1 I{ n J I m r(MflIAM CAUCI M7CaRTMUA Ca, DOCUMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • .14 APPENPIX. GENEKAL INFOREATION PERTAINING. TO METROPOLITAN DADE COUNTY AND TEE CITY. OF NIANI, FLORIDA Ts' THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOC U E NT. - • . F ' . -,-...,isl•-•44*".../÷-12tto-A, . F rep- ' . " • .4. s- • • ••'"':" !",‘''n ' '7 ; • " ' ? - 1" , • -14The -1City .;situated at the mouth of the Miami River on the western shore •f Biscayne;Bey s•-a mairi port of entry in F1orda and the county sea-t o- e. qual,e ind••:4ihd;';19.':z5f.,•-square mrles f,vate • 'the.ttbuifherztiMdst!';IMaicirlc ity..f•-j and. , t erid• ',the c-'--center of ....Pan• -American trade and air transorta.ioa. narest foreign /territory is the Bahamian island of... Bimni situated fiftjtia,icifilaatiff:t.i0ie,:::::!!.--ebasit:I.1-;,:tif•-•-Flpr.id.K;-; -often • ; • • • :7.. • . . • . . . , ,: • • , . e-c' ' cC. :r; , ams climateis s influenced :101,.....i.the- ...... . . Gulf -Streain, trade w.uads and . t ie-!•"=,fa-c tots" it S.--'!--averate m•-• Sub -her temperatnras- 7,-average 81 FahFethet1and,iner -.Ltempetattires average 69.1 degrees Fahrenheit. Rainfall comes most frequently tW67eiii1xthe months f - of Nay at'.,;',,-,eici;;e't a gin g • - s '. ", •"' The J..S Bureau of Census tinated the -population o± the Cit, at Bureau of Business and Economic Research, University.of Florida-. • • - During 1980, the ty ap.prim 61•;.--y- te-T.large az S PO;of these .0444,`,-`.t.have subsequent1y he;iie-174-:,F. According,: tel-,Cityest-iniatet--,,-".:theop4ation s expetedto increse 0,7gud0:0.0 : . ' . .ofthe City .• • -- ' ." , • . • • • • :. ; ;;• ; • • The operat'ed-, ..,under •11411E,1-g* forni of• „ • , are qualified voters' in the City, one ':of:11Frhom serves as Nayor The Comm.ssLon at-s'as the governing body -of the City with poweri to enact ordinances, Adopt B-1 THIS DOCUMENT 15 A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. resolutions and appoint a chief administrative officer known as the City Manager. The City Clerk and City Attorney, as well as members of the Planning Advisory Board, the Zoning Board, the City of Miami Health Facilities Authority and the Miami Sports and Exhibition Authority are also appointed by the City Commission. Members of the Off-street Parking Board and the Downtown Development Authority are appointed by the respective bodies and ratified by rya' the Commission. City elections are held in November every two years on a non -partisan basis. Candidates for Mayor must run as such for a four year term, and not for the Commission in general. At each election two members of the Commission are elected for four-year terms. Thus, the City Commissioners' terms are staggered so that there are always at least two experienced members on the Commission. The City Manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City manager also retains full authority in the appointment and supervision of department directors, preparation of the City's annual budget and initiation of investigative procedures. In addition, the City Manager takes appropriate action on all administrative matters. Mayor and City Commissioners Xavier L. Suarez was elected Mayor in November, 1985, and 1987 for respective two-year terms and re-elected in 1989 to a four-year term. Mayor Suarez is a Summa Cum Laude graduate of Villanova University, and holds a Masters Degree in Public Policy from the John F. Kennedy School of Government of Harvard University and a Juris Doctorate from Harvard Law School. He is currently a partner in the Miami law firm of Jorden & Schulte. Mayor Suarez has actively served the Miami community for a number of years through participation on numerous advisory boards and committees. Dr. Miriam Alonso was elected Commissioner in November, 1989 for a four- year term. Commissioner Alonso is a graduate of the Catholic University of America and holds degrees in International and Comparative Education and a Doctorate in philosophy. Commissioner Alonso has a real estate investment. company. Commissioner Alonso has served on the Dade County Housing Committee and other civic and community boards. Miller J. Dawkins was elected' Commissioner in November, 1981 and re- elected in 1985 and 1989 for four-year terms. Commissioner Dawkins was elected -Vice .Mayor .for .aone-year term in 1989. He is a graduate of Florida Memorial College and holds a Master of Science degree from the University of Northern Colorado. Vice Mayor Dawkins has been employed for over 19 years at Miami Dade Community College. B-2 — — THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Victor H. De Yurre was elected Commissioner in November, 1987 for a lour -year term. Mr. De Yurre is a graduate of the University of Miami and Folds a Juris Doctorate from St. Mary's University School of Law and a Master of Laws degree in Taxation from the School of Law of the University of Miami. Ile has his own legal practice and has served on numerous advisory boards and committees in the Miami area. - J.L. Plummer, Jr., was appointed a Commissioner in October, 1970 and was t:lected Commissioner in November, 1971, and re-elected in 1975, 1979, 1983 and 1987 for four-year terms. Commissioner Plummer is a graduate of Miami Senior High School and the Cincinnati College of Mortuary Science. He is Chairman of the Board of Ahern -Plummer Funeral Homes, Miami, Florida. Administration of the City Cesar H. 0dio was appointed City Manager, effective December 16, 1985. Prior to his appointment to the top administrative position in the City, Mr. 0dio served as Assistant City Manager for the City since January, 1980. His responsibilities extended over the functions of parks and recreation, building and vehicle maintenance, and public facilities. During the Mariel Boatlift in 1980, he as appointed to the President's Task Force on Refugee Affairs. Mr. 0dio has a Bachelor of Science degree in Public Administration from Florida Memorial College, Miami, Florida and majored in Business Administration at the University of Santo Tomas de Villanova, Havana, Cuba. Carlos E. Garcia, Director of Finance since June 1980, joined the City in November 1976 as Assistant Finance Director. He has been previously employed in private industry in positions of Treasurer, Controller and Auditor. Mr. Garcia is a Cum Laude graduate of the University of Miami with a B.B.A. and also holds a Master of Science degree in Management from Florida International University. He is licensed as a CPA in the State of Florida and is a member of the American and Florida Institutes of CPA's and of the Government Finance Officers' Association of the United States and Canada. Jorge L. Fernandez, the City Attorney for the City of Miami, Florida, has been, a member of the City Attorney's Office since 1982. Mr. Fernandez graduated from Calvin College with a degree in History and Education and received a Masters Degree in Administration and Supervision .form Florida International University. He received his J.D. degree from Wayne State University School of Law and is active in several professional and community organizations including the Florida Bar Local Government Law Section, the American Bar Association's Urban, State and Local Government Law Section, the National Institute of Municipal. Law Officers, the Dade County Bar Association and the Cuban American Bar Association. Matty Hirai was appointed City Clerk on September 1, 1985. She was the City's Assistant City Clerk from September, 1976 to. August, 1985. She is a B-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. graduate of Edison High School and has completed college courses at Pasaden, City College, University of California at Los Angeles, and Hunter College, Nee York. She attended specialized courses at Syracuse University and obtained the three-year Municipal Clerk Certificate extended by the University. M:.. Hirai is a member of the International Institute of Municipal Clerks. Scope of Services and ,Agency Functions The City provides certain services as authorized by its Charter. Thw, services include public safety (police and fire), parks and recreational facilities, trash and garbage collection, street maintenance, construction au, maintenance of storm drain systems, planning and development function.. construction of capital improvements, and building code, inspection air' enforcement services. The Police Department provides a full range of police services an. presently has budgeted a uniformed force of 1,144 and a full-time, permaneh: civilian component of 432. The Fire Department is rated as Class I ai.•. provides a full range of fire protection and emergency services as well providing a full range of medical and rescue services. The City provides garbage and trash pickup and enforces sanitatim. requirements. Disposal of trash and garbage is performed by the County und.: contract with the City. The Department of Public Works maintains certa:,. streets and sidewalks and manages construction of sewers and other capit,. facilities required by the City. The State of Florida and the County :,,• responsible for maintaining most arterial streets and all. major highwa% within the City. The Department of Parks, Recreation and Public Faciliti, maintains and operates all City owned parks and administers variun recreational and cultural programs associated with these facilities. Regional Government Services The following information and data concerning the County describe regional government services the County provides for residents of the Count including residents of the City. The County is, in effect, a municipality with governmental powi• effective upon the 27 cities in, and the unincorporated areas of, the Count, The County does not displace or replace the cities but supplements them I•. providing certain governmental services. The County can take over particul.., activities of a city's operations (1) if the services fall below miniu,',. standards•set'by the Board of County Commissionersof the County (the "Count Commission"), or (2) with.the consent of the governing body of the City. Since its inception, the County government has assumed responsibili . for a number of functions, including County -wide police services whi,' B-4 . THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. onrae ent7, mtinTeipalpolthce'i!services:: e :muni e ori Criiue 1nforintion Center a uxiiform itrystPP fire protectlon , which complement municipal fire rotection services withj.n four, . and : protec!tion7.7.:for,...:;tvqxry7ihree ;which zL1-av,e,..iCons43Iidatedi., theirg,;:fine,,:-.departmentsgi.with9.! the .1561.40S7•• firetda:p a rtmeiitii: a,:.x.Consolidete.dc.tsystem T-11P :.;the 'TA ride :.;,„C onat itnt which became .e3fe,ctivei..„on 754 trLe development and operation •of • a ,Co4rity7w4.de, water and the coordination of the various surface trans-poitatiOii programs T;ii:001.tiig a consolidated public transpOrtation system and a unified rapd ,-ea.04ra.7.i.syst,en; ::coperation • of a central traffic control . computer system; • lij.iientietrion ofv. 40- icombined public:rary;-. :ay e tem of L,the -County and „e ighte en ...together.f, 2 operate the seventeen.?,:*ranches atid ix mobile .'..nits : forty-four „q04.n.v.0914e 1ccatons ..,'-aentrali.zation of the property:: . appreis ..-14.:1•*F09.P dateurnr...ng ofrs ;,-: the Board tion _and zstateg e ncie o ry::;th e purpos :and for their respective i.governmental :_ope rat ions ;, collection by the :County Tax: Collector..:: ill taxesTand : di s tributioa:: dir ec tly. to . Ithe, :respective :igovernmental: fties r • Are 65411it_ .to 'their . re spec tive tax devie a; and deve1opment f. mix!imum ...Wegitalile standards . by the. :County, .0 wands slon., enforceable. thrinigh Out iie 4660.i.A.11,' such --.•.areas: as: .--environmental resources • management ..building and on slime r:- pro t e.Ction7 health, and. 'welfare 7 Y** • • • • • . .• ' • .: • EepNoitic AND DEMOGRAPHIC DATA nption and Recent Developments ediversified ,;economic •i base is comprised Of.: :light ariutacturing ; ,trade conunerce•,i .wholes ale and retail trade, and •;.,. touiis . ¥hiTh .the••.Citys share •-touris t ,,trade 5 -ijapO rt ant .,!1„EWOMife: the great -fgains the City. ,has made, In the, Area banking, iein z:bnsiness:,, real estate ;;and'. ,,t.ranshipment have: fort if ie d the • - • , • • • . . . . . • , . :7 . : ,r, 7:4fajor,, capital improvements have allowed the,: area to accommodate : and 4,ferthis rapid expansion. The Port of.. Miami has almost,:doubjed, in size, acres to: 600% acres through a $250 pillion expansion program Completed 'POrt; expansion program: •is.,,,,de signed :;to move 16 ii11ion tons of cruise . ship passengers .ay.ear y the • year ::.? 2000. • Internationa1 ,.:.-•.Airport is undergoing a $1.0 bililon expansion 'sever..: story .1, 500 space:-parkings ,,structure. dire ct. ly across fron terminal;,'" has be en completed. ;An ,elevated pe de s trian ;sky bridge. ,early 1985.connects s the , parking structure to ; the main terminal. B-5 THIS DOCUMENT IS A SUBSTITUTION . TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Other projects include the construction of a direct connector road to th.• airport expressway, and a cargo tunnel. Expansion and modernization of passenger gate areas continues in order to accommodate the increase domestic and international passenger traffic. Downtown Miami experienced unprecedented growth during the 1980.1i, particularly in the development of commercial office space. Complete0 projects represent an estimated investment of public and private funds :,, excess of $2.4 billion. Bayside The Rouse Company, a leading builder of specialty marketplaces if, downtown waterfront settings, has developed the Bayside Specialty Center on twenty acres of City -owed property along the waterfront in Downtown Miami. The project currently features 235,000 sq. ft. of retail space. Total project cost was $128 million, with City participation limited to a $4 million investment in infrastructure improvements. The Bayside Parking Garage. located adjacent to the specialty center, contains 1,200 parking spaces. Bayfront Park Bayfront Park, adjacent to the Bayside project area, is currently being redeveloped at a total project cost in excess of $20 million. More than fifty percent of the project financing has been secured by the City through a variety of Federal, state and private funding sources. Miami Arena The County levies a 3I Convention Development Tax on hotel rooms, of which the City receives one-third. This tax is received by the Miami Sports and Exhibition Authority to finance its operations and debt service cost. The most significant project financed by the Authority is the Miami Arena located within the Southeast Overtown/Parkwest redevelopment area, home to the Miami Heat and the University of Miami Hurricanes. The 300,000 square feet multi- purpose facility, completed in 1988 at a total cost of $48 million, accommodates up to 15,600 spectators. Corporate Expansion The favorable geographic location of Greater Miami, the trained commercial and industrial labor force and the favorable transportation _facilities have caused the• economic base of the area to expand by attracting to the area many national and internat-ional .firms _doing,business in Latin America. In Greater Miami, over 100 international corporations have set up hemispheric operations. Among them are such corporations as Dow Chemical, Gulf Oil Corporation, Owens-Corning Fiberglas Corporation, American Hospital B-6 THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS y�", ' ' . • - •y 'yrG� �Ti '.V2 i. 1`+{ S ffi DOCUMENT. ':apply, Coca-Cola Interamerican Corporation, Ocean Chemicals, Inc., a •subsidiary of Rohm & Haas Company, Rowye Trading, A.G. Mayr Brothers :.nternational and Abtron Corp. Other national firms that have established international operations or otfice locations, in Greater Miami are Alcoa International, Ltd., Atlas L:hemical Industries, International Harvester, John Manville International, Minnesota (3-M) Export, Inc., Pfizer Latin America Royal Export, and United Fruit, Baccus Electronics and Kraft.. Industrial Development Greater Miami contains over one hundred million square feet of industrial space. Manufacturing concerns account for nearly half of the occupied space with storage companies occupying an additional 35 percent of the City's industrial space. Transportation and service companies occupy the (hulk of the remaining 15Z of the City's industrial space. The Industrial Development Authority (IDA) of Dade County reports that .approximately two-thirds of Greater Miami's industrial firms own their tacilities. There are currently 37 industrial parks in Greater Miami. Greater Miami's apparel industry is one of the largest in the nation, primarily consisting of numerous small firms rather than a few large operations. Approximately 30,000 jobs are provided by nearly 500 manufacturers. Florida apparel firms, most of which are centered in the Miami area, shipped $849 million of merchandise in 1980, a 56 percent increase over 1970 figures. Financial Institutions Dade County is second only to New York in the greatest concentration of international and Edge Act Banks in North America with approximately 41 foreign bank branches and 10 representative offices operating in the community. Additionally, there are 29 Edge Act Banks that are located in the Miami area. These include: BankAmerica International, Bankers Trust International, Banco de Santander International, Chase Bank International, Citibank International, Irving Trust International, American Express Bank International, Manufacturer's Hanover International, and Morgan Guaranty International. The Federal Reserve Edge Act Amendment, adopted in 1979,. permits banks to open international banking subsidiaries outside their home states. The Federal Reserve System has established a branch office in Dade County to assist the Atlanta'office with financial transactions in the South Florida'area: The ten year summary presented below is for. Metropolitan Dade County which includes the City of Miami. These figures include national and state B-7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL - CAN BE SEEN AT THE END OF THIS DOCUMENT. chartered banks which are FDIC insured. Non-insured state chartered banks are excluded. Number June 30 of banks 1988 75 1987 69 1986 73 1985 75 1984 76 1983 74 1982 70 1981 65 1980 65 1979 63 Source: .F.D.I.C., Atlanta, GA Total Deposits $20,070,795,000(1) 25,958,000,000 23,042,378,000 21,615,733,000 21,770,028,000 19,256,581,000 16,158,326,000 13,488,248,000 9,234,540,000 9,341,691,000 (1) Reduction in deposits is attributable to more stringent FDIC regulations, which have caused a shift to other investments not insured by the FDIC. Tourism Greater Miami always has been a very attractive city for domestic and international tourists. Its climate and beaches draw many thousands of visitors throughout the year. Local government and private interests have cooperated in developing outstanding attractions and events which include power boat races at Miami Marine Stadium, the Orange Bowl Classic, the Seaquarium, Parrot Jungle, Monkey Jungle, the Orchid Jungle, dog and horse race tracks, Miami Jai Alai, the Vizcaya Palace and Metrozoo. Other points of interest and activities include tours of the Everglades and the Florida Keys, major league professional sports events, and annual attractions such as the Youth Fair, Graphics Fair, Orange Bowl Marathon, Calle Ocho Open House, Carnival Miami, Coconut Grove Art Festival, Kvanza and Goombay Festivals, Hispanic Heritage Week, and the Orange Bowl festival events. Two major auto racing evetts'are held in the City annually. The Grand Prix auto race has been run annually in downtown Miami since 1983. and drivers from around the world competed for more than $250,000 in prize money, in 1989. The Tamiami :CAR&T .Grand. Prix race has been held at the Florida International University campus'in Greater Miami -since 1985. During 1989, approximately 7.7 million out-of-state visitors stayed in over 53,565 hotel and motel rooms in Greater Miami. Many of these visitors B-8 THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. tp'xrti4p_atrea ' in ^'$nternat 'dlra'1 xtt:rade�~::actinitre:s ��aueh c, saa:;:coavent oz s • and •�Coii'ferences� T•ourixsts`.=en`d: vrisi:'torsexpen'd.ed ''epproximately ; $5 7 •_bik3. oni:,, ' • .1•Jg9 accordi to.rthe ies?tItnat'ea; of "rite Co. p.t • ?acili>Fiesr.:.w • 40+hospit'a'ls ,.located 'an Greater 'Miiami ':offer virtually all general flan • eciahized wed .cei sere .ces This pr.ogres ave.:rand growingr;health k'c e' . cli `1ve s stem '• rov-ide•s +•-.:.educat'ion:: opportunity fQrij the; health'•.::: case . ry',• . Y P � PP y f;fifO,fessio al, and plac es`i= Miami^ in 'the fore front ,;off;; ;cQlwppuit.ies ;v tit •.;comprehensive'iiatonaZ-arid-d31terna't'ona.lime'dical=capabilitses-•:r'. ~.} •.- ''�µ+tCb"rtzi:a .. _ . •.i.. : ai: , +:.Z�. _.... r.i'i :f::'�:::.':!'-:rGti^i .� .. .... !. c�N.. , i(: I't;:l . , .... 0.eat`ionalFacllit's'es .. :: ,••;. �,:, ._.. • . -Vs Greate'•411M'i•4-area='is .f'embus'•f'or'•:•-'ts:=ssa'ilirig,E -7de.ep ses fishiizg and. .ek; T3 e`re a:re •:2L5clubs: rtand zmarinas' ••-'v'itb-" 685'•;:berthing :aes provsdedrby'..,Cifity=owried<marzri'ss:r•-::- :: • _'• : ,. ._.: • ..:.....,,.._,: s' f.Athletic`s :fo`r' ?spectator '•sports fans are held . at .the .City.:ovned 'Orange i+l`.' Stadium, `the ilzami Arena -the Bobby Maduro. -Baseball :Stadium, • the Marine t�dium ''and=' the: Miami`°"CoirveiY:t"=oii' Center Sports=•.:competit`ion; %inichudes: ofes:stone°1 and- o 'lege"''£ootb'a11,,iibaskiti a11' ' •baseball :and•)championship `boat • Othery'a hietic' ''events""incl'ude ° amateur football.,. _bask:e.tball, soccer, iaseball, motorcycle speedway 'racing and rowing events . . '•,'%Golf' •is' played"' year `round`;,at='the` Gre'at•er-Miams-.=area "s !23' public'- and 14 i:r:i*`a'te -courses`: Several open? golftournaments are he d -eachyear The Greater Mianii `area `s-4'03 `public parks and •-phaygrounds• 'cover''>408'7T0 is providing residents' and visitors'" a -wide `-`ranga of subtropical_ nature 'se:tti;igs unique only to South Florida in the :continental: U.. S _.: Eaci�;:parjc:; h a cnnlbfna�t'i'on of ac .litres that are ` "'enjoyed year round. 'rthese• facilities` g:'-;poolas,;_ .;itenr}ss coutt-s randbal`l `counts; `boat' ramps; `vitae courses, rpscnic areas;,: lakes foi'''sw mmiz • •nd.';' oatiug; equestrian trails and `•base'ball and'softball f• ieIiis:'' •The Greater Miami area's 22 public -beaches' compris•e'::1� 400;• acres., which te.`."freely accessi''ble' sand' are enjoyed year round, Iv. r:esidents;;aad;tourists. Ultural'PaciLities and• Affairs'= rv"'Tits •Crea':tee:Miami, area 'Yias• -an ettenskite "..1ibrasy!?system; _:saveral,;museUms .744t.•^and''= history.'and' art''. galleries: "'A'`nev' cu1'tura1 center ;ibuilt by' •the'r ziaty- at a COS t%,tof•'rS26.6 i' m llioa` •opened in downtown'. M•i'ami in 1984. - The imp•1•'ei�;' .designed by Philip Johnson, is composed of a library, fine arts ::center, and a historical museum. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Symphonic and pop concerts are performed regularly. Five theaters draw plays and concerts from around the United States which appeal to all ages. Operas are performed by both amateurs and professionals. Resident dance companies offer a full calendar of events. Educational Institutions The public schools of the County provide educational facilities on primary and secondary levels. Public school enrollment, including both primary and secondary levels, since 1980 is as follows: School Enrollment Public School System Dade County Year Miami Total 1989 50,757 275,233 1988 41,521 262,213 1987 36,994 244,734 1986 38,345 236,127 1985 37,093 227,906 1984 36,992 223,884 1983 35,394 223,948 1982 35,662 226,324 1981 36,430 233,886 1980 35,093 226,576 Source: Dade County School Board Over 70,000 students are enrolled in the following colleges and universities located within the area: Barry University Florida International University Florida Memorial College International Fine Arts College Miami Christian College Miami -Dade Community College St. Thomas University University of Miami B-10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Film Industry The Dade County film and television industry ranks third nationally behind New York and Los Angeles in its annual dollar volume of production costs, As estimated by the State of Florida, the total production expenditures for the State were $220 million in 1989 and the Greater Miami portion was estimated at approximately $135 million, Agriculture The land area of Greater Miami includes large agricultural expanses on which limes, avocados, mangoes, tomatoes, and pole beans are grown for the fresh produce market. During the sunny and warm winter months, the mild climate enables these crops to be grown and harvested. Many of the vegetables are shipped to the northern United States during the winter. Exotic tropical fruits such as plantains, lychee fruit, papaya, sugar apples and Persian limes grow in the area and cannot be grown anywhere else in this country. Export • More than sixty-four percent of Florida's foreign trade, which according to the U.S. Commerce Department's 1989 figures totalled in excess of $28.4 billion, flows through the ports of the City. Further stimulation in the investment climate has resulted from the implementation of the 12 year. Caribbean Basin Initiative program, designed to boost the economies of 27 countries of Central America and the Caribbean islands. The Caribbean Basin Incentive program, which grants duty-free entry into the U.S. of material goods produced in the region, is also expected to bring greater economic stability to those countries. Trade offices have been established in South Florida by several countries, in addition to economic affairs conducted by the 37 foreign consulates located in the Greater Miami area. These trade offices include those established by Belgium, Chile, Colombia, the Dominican Republic, Guatemala, Hong Kong, Jamaica, Korea, Panama, Spain and the Philippines. Miami International Airport The County is the owner of five separate airports within its boundaries. The responsibilities for their operation are assigned to the Dade County Aviation Department. Miami International Airport ranks 9th in the nation and llth'in the world in the number of passengers using its facilities. It ranks 4th in the nation and 7th in the world in the movement of domestic and international air cargo. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The Airport's facilities include three runways, a 7,500 car ark; complex, approximately two million square feet of warehouse and office space' -_i and maintenance shops. Approximately 30,000 individuals are employed atuth airport - ;ram In 1989, the Airport served 25.4 million passengers and handled, billion pounds of cargo. Previous year statistics are presented below: Passengers Year �L000's) 1989 25,408 2988 24,224 1987 23,802 19e4., 21,357 1985 19,853 1984 19,328 1983 19,322 1982 19,388 1981 19,849 1980 20,507 Source: Dade County Aviation Department. Port of Miami Cargo (000's lbs.) 1.730,050 1,429,944 1,374.380 1,200,270 1,031,700 1,130,184 1,184,526 1,246,700 1,170,009 1,130,800 The Port of Miami is owned by the County and is operated by the Dade County Seaport Department. From 1980 to 1989. the number of passengers sailing from the Port increased from 1,459,144 to 3,100,055, an increase of 112Z. This increased growth highlights the Port's emergence as the world's leading cruise ship port. The Port of Miami specializes in unitized trailer and containerized cargo handling concepts. The most effective use of equipment and the Port's convenient location combine to make the Port the nation's leading export port. to the Western Hemisphere. From 1980 to 1989 the total cargo handled increased from approximately 2.5 million tons to over 3.2 million tons, an increase of 29Z. A summary of the growth in revenues, passengers and cargo for previoaf years is presented below: B-12 Year THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Cargo Revenues Passengers (Tonnage) 1989 $30,035,859 3,100,055 3,206,417 1988 26,489,275 2,502,411 2,602,556 1987 19,933,917 - 2,633,041 2,425,937 1986 17,973,522 2,520,511 2,406,048 1985 17,135,048 2,326,685 2,333,026 1984 15,943,548 2,217,065 2,287,281 1983. 14,201,008 2,002,654 2,305,645 1982 12,949,687 1,760,255 2,665,921 1981 12,468,522 1,567,709 2,757,374 1980 12,056,896 1,459,144 2,485,791 ;ource: Dade County Seaport Department. demographic Data The following table indicates the distribution by age groups among the population of residents of the City and of the County. Age Group as a Percentage of Total Population 1980 Miami Dade Age Group Number Percentage Number Percentage 0-5 23,459 7% 113,544' 7% 6-19 61,826 17 330,738 20 20-34 75,919 22 374,276 23 35-39 106,569 31 471,351 29 60-75 55,924 16 230,136 14 75+ 23,168 7 105,736 7 346,865 100Z 1,625,781 100Z Source: 1980 U.S. Census of Population and Housing. Retail Sales Although the City contains 22 percent of the.population of the County,. almost half of the dollar value of sales transactions for the County are reported in the City. The following table presents five years of taxable sale information for the City and the County. B-13 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Taxable Sales ($ in thousands) Fiscal Year 1989 1988(1) 1987(1) 1986 1985 Miami $ 8,226,828 $ 8,708,334 $ 6,686,603. $ 6,400,652 $ 5,900,00u Dade County. $18,089,189 $18,401,045 $15,860,503 $14,556,903 $13,500,0 w Miami/Dade.. 45% 47Z 42% 44E 442 Source: Department of Revenue; State of Florida. (1) Includes amounts received from the State of Florida tax on the ::J1, of professional services which became effective in July, 1987 ,i1,1 was repealed in December, 1987. Employment The tables below indicate the scope of employment throughout the Cii% and the County. B-14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • Employed Persons by Industry Type 1980 Miami Percentage Dade County Percentage Agriculture, Forestry, Fishing, Mining1,590 1Z 14,850 21 Construction 11,150 7 44,560 6 Manufacturing 27,070 17 103,970 14 Transportation, Communication, Public Utilities 12,740 8 81,690 11 Wholesale Trade 9,550 6 44,560 6 Retail Trade 27,070. 17 133,670 _ 18 Finance, Insurance, Real Estate 11,140 7 59,410 8 Business and Repair Service 9,550 6 37,130 5 Personal Entertainment & Services 15,920 10 51,980 7 Health Services 12,740 8 59,410 8 Educational Services 7,960 5 44,560 6 Other Professional Services 6,370 4 37,130 5 Public Administration 6,360 4 29,710 4 Total 159,210 100Z 742,630 1002 Source: 1980 Census of the Population and Housing. Unemployment Rates Annual Average 1989 1988 1987 1986 1985 Miami 7.9% 6.7Z 7.2Z 8.22 9.22 Dade County 6.4 5.4 5.8 6.7 7.5 U.S 5.3 5.5 6.2 7.0 7.2 Source: United States Department of Labor, Bureau of Labor Statistics. Housing The U.S. Census figures for 1980 show that the median value of owner occupied housing in the City vas $47,517 which is an increase of 1712 of the B-15 rye. °ltJ THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. median value of $17,500 per owner occupied housing as outlined in il,.. U.S. Census figures. The following tables detail the characteristics of housing by um: the City and the County. Values of Owner Occupied, Non -Condominium Housing Units 1980 Miami Percentage Dade Percent.. Less than $25,000 3,690 112 14,156 6: 25,000-39,999 8,283 25 43,732 18 40,000-49,999 6,326 19 39,978 17 50,000-79,999 11,012 33 81,130 35 80,000-99,999 1,684 5 21,211 9 100,000 and over 2 462 7 34,658 15 • Total 33.457 100Z 234.865 1002 Median Value $47,517 $ 57,200 Source: 1980 U.S. Census of the Population and Housing. occupied Housing by Tenure 1970 Percentage 1980 Perceiitav, Owner Occupied 43,158 362 45,738 34Z Renter Occupied 77,235 64 88,308 66 Total 120,393 1002 134,046 1002 Source: 1970 and 1980 U.S. Census of the Population and Housing. Building Permits The dollar value of building permits issued in the City and in unincorporated areas of the County since 1980 is as follows: B-16 THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Building Permits Issued ($ in thousands) Year 1989 1988 1987 1986 1985 1984 1983 1982 1981 1980 City of Miami $308,941 288,771 238,513 192,418 322,785 345,262 299,941 358,676 532,205 350,054 Unincorporated Dade County $2,731,505 2,702,387 1,190,493 1,023,858 864,862 953,055 903,706 659,160 901,676 1,020,840 ,p: City of Miami Department of Building and Zoning and Dade County ,L.ment of Building and Zoning. Nev residential construction in the City since 1980 has been estimated 1„Ilovs: Year 1989 1988 1987 1986 1985 1984 1983 1962 1981 1980 ••i':re: City of Miami Department of Building and Zoning. B-17 Number of Units 1,624 212 1,425 801 603 1,018 661 1,753 3,164. 2,188 THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. APPENDIX C THE BOND RESOLUTION THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, RESOLUTION NO. A RESOLUTION, INCLUDING yamErrs A. AND B, SUPPLEMENTING RESOLUTION NO. 90-0196 OF TEZ crrY OF MIAMI, YLO IA, AUTFi0BI7.AIG 1H8UANCE OF COMMUNITY REDEVELOPMENT REVENUE BONDS, SER>ffi 1990 IN AGGREGATE PRINCIPAL AMOUNT or $11,6011,0011 TO FINANCE COST OF ACQUISITION AND iMIPEEOVEM:ENT FOB REDEVELOPMENT PURPOSES OF CERTAIN PROPERTIES IN TSE SOUTHEAST OVPRTOWN/PAR% WffiT REDEVELOPMENT AREA AND TO FINANCE REPAYMENT OF A LOAN MADE TO CITY BY TEE UNTIED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT; PROVIDING FOR PAYMENT OF SUCH BONDS FROM CERTAIN REVENUES; MAKING CERTAIN COVENANTS AND AGREEMENTE IN CONNECTION THEREWITH; DELEGATING TO CrTY MANAGER CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF BONDS INCLUDING, AUTHORITY TO APPOINT A TRUSTEE, BOND REGISTRAR, PAYING AGENT AND AUTHENTICATING AGENT AND TO AWARD AND DELIVER RAID BONDS; PROVIDING FOR CREDIT SUPPORT FOR BONDS AND COVENANTS AND AGREEMENTS FOE BENEFIT OF PROVIDER OF SUCH CREDIT SUPPORT, IF NECESSARY: PROVIDING FOB RESERVE FUND INSURANCE POLICY AND COVENANTS AND AGBBEMENTB FOR BENEFIT OF PROVIDER OF SUCH INSURANCE POLICY; APPROVING FORM OF PRELIMINARY OFFICIAL BPATEMENTAND AUIHORTZING THE EXECUTION AND DELIV Y OF FINAL OFFICIAL STATEMENT; FINDING AND DEMEMINING NEED FOE NEGOTIATED BALE OF BONDS; APPROVING FORM EXECUTION AND DELIVERY OF BOND PURCHASE AGREEMENT, MAKING CERTAIN OTC COVENANTS AND AGREEMENTS AND PROVIDING CE1tTAIN OTHER DETAILS IN CONNECTION T13EREW1TH; AITI1101/TI.WG CITY OFFICIALS TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH BALE AND DELIVERY OF BOND; AND PROVIDING SEVERABIISTY AND EFFECTIVE DATE BE 1T RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION L AUTHORITY FOR THIS RESOLUTION_ This Resolution is adopted pursuant to the Act ea defused below. SECTION 2. DEFINITIONS. As used berein, union, the aou.rt otbererie. requires. A.'Acquisition and Improvement Fund' mans the City of Miami, Florida Community Redevelopment Revenue Bonds Series 1990 Acquisition end Improvement Fund seated and established pursuant to Section 16 heroin. B. 'Ad' means the Charter of. the Lauer (but only to the erteat not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statute.k Chapter 186, Florida Statutes; the Constitution of the Slate of Florida; the Bond Resolution and other applicable provisions of Lew. C. `Additional Bonds' means additional obligations issued in compliance with the tams, conditions and limitations contained heroin which .ball have a lien, equal with the 1990 Bonds, on the Pledged Revenues. D. 'Amortisation installment' means the funds to be demo -Red in the Redemption Amount in given Bond Year for the payment at maturity or redemption of a portion of Tarm Bonds of a designated *wise, as established by the Issuer at or before the delivery of that eerie. of Term Bouts. E. 'Authenticating Agent' tneaas the bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Authenticating Agent, or its successors or assigns as Authenticating Agent hereunder with the respect to the Bonds. F.'Autborired Depository' mean. any bank, trust company, national banking aseo iation, saving! and loan THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. association, savings bank or other banking aseotiation addicted by the Issuer as s depository, which is authorized under Florida law to be a depository of municipal funds and which hen qualified with all applicable state and federal requirements concerning the receipt of Lauer funds. G. 'Authorized Officers' means the Mayor or the City Manager, or either of them, and the Clerk, and such other employes or officers of the Iaauer aa shall be deaignited by the Mayor or the City Manager. H. 'Bonds" means the 1990 Bonds and any Additional Bonds. L '1990 Bonds' means the I suar'e Community Baday.)opmeut Bonds, Series 1990, herein authorized to h. issued, in an original aggregate principal amount of $11,600,000. J. `Bond Counselmeans Barnes, Derby k McGhee and Holland & Knight or any other nationally recognised bond counsel. X 'Bondholders' means the registered owners (or their authorised reprwentativee) of Bonds. L. 'Bond Insurer' means the provider of the Municipal Bond Insurance Policy. M. 'Bond Purchase Agreement' mean. the Bond Purchase Contract to be entered into between the Issuer and the Underwriter(,) with respect to the initial iaauanoe of the 1990 Bonds, substantially in the form attached hereto es Exhibit A. N.'Bond Registrar' means ouch bank or trust company appointed by the City Manager or Mayor in accordance with the terms of Section 7 hereof as Bond Registrar, or its successors or .a.igns as Bond Registrar hereunder with the respect to the Bonds. O. 'Bond Reeoltxtioe moans Resolution No. 900198 of tn. Issuer enacted on April 10, 1990, as supplemented hereby. P. Bond Service Requirement' messes for a given Bond Year the remainder, after subtracting any .cQued interest for that year that has been deposited inia the Interest Account from the sum of, (1) Tb. amount required to pay the interest coming due on Bonds during that Bond Year, (2) The .mount required to pay the prinap.l of Sarisl Bond. and the principal of Term Bonds maturing in that Bond Year that are not included in the Amortisation Installments for such Term Bond., and MTh. Amortiration Installment far all mares of Term Bonds for that Bond Year. Q.'Bond Year' mean. that annual period beginning on and including the second day of October of each year and ending on and including the first day of October tithe following year. R. "Chief Financial Officer' means the chief financial officer of the Issuer as defined by Section 218.403, Florida Statutes. S. 'City Attorney' mean the city attorney of the Issuer. T. 'City Commie. on' means the City Commission of the Issuer. U. 'City Manager' means -the City Manager or any Assistant City Manager of the Issuer. V. 'Clerk' mesa. tb. Ctty Clerk or .ny, Deputy or Aasisiant City Clerk of the lower. W.'CRA" or 'Community Hadevelopm.ct A$.noy' mean. the City. Commission of the Lauer acting in such capacity with such power. delegated thereto par.umt to Section 163.410, Florida Statutes under the Interlocal Cooperation Agr..sment. X 'Cods' means the Internal BeFenue Cod. of 1988, as amended, or any corresponding provisione of any future laws of the United States of America relating to federal income taxation, and except as otherwise provided herein or required by the context thereof, includes interpretations thereof contained or set forth in the applicable regulations of the Department of the Treasury (including applicable final regulations, temporary regulations and popo..d regulation,), the applicable rulings of the Internal Ravens Service (Including published Revenue Rulings and private letter rulings) and applicable court decisions. Y. 'County' means Dade County, Florida Z 'County Commission' means the Board of County Commissioners of Dade County. AA. 'Debt Service Requirement' means the amount necessary to pay interest, principal and premium, if any, and sinking fund payments on the Bondi. C-2 • ... 17Jmys.1:7;tR`¢'i74,.•.1 • THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. BR 'Governmental Obligation' means direct maullable obligations oat; or obligations the timely P.ym.nt of the principal of and interest on which are unconditionally guaranteed by, the United &tee of America ar con callahle obligations of the Resolution Finding Corporation. • CC. *Guaranteed Entitlement' mane the Ipsu.r. ahan of the guaranteed entitlement portion of state gnnnue�.hiring fonds available to the laruar punusunt to the Florida Revenue 8haring Act of 1972, Part 11 of Chapter 218, Florida S i DD. 'HUD Loan' means the loan undo the Section 108 Loan Agrwam.nt dead February 7, 1988 wherein the Issuer borrowed i15,968,400 from BtJD which arum eras creed to acquire certain lands in connection with the Project. E. `Interest Aunt' means the Interest Amount within the City of Miami, Florida Community R.devalopment Ravenue Bonds, Barite 1990 Kinking Fund created pursuant to Section 17C of thin Raaalution. Y. 'Interact Payment Date means each April 1 and October 1, commencing on April 1, 1991, when interest it due and payable to registered owners of the Bondi. GG. `Intorlocal Agrestnent' means the interlocal agn.m.at between this Community Bodevelopm.at Agaocy and the Lauer dated March 8, 1990. BR 'Interlocal Cooperation Agreement' means the interlocal cooperation agreement between the lamer and County, dated as of March SI, 1983, as amended. IL 'I..uer' means The City of Miami, Florida. 37.-'Manmam Bond Barrio 1/aqurement' means, r of any particular dais of calcination, the largest Bond Service Requirement for any remaining Bond Year. Far purpowa of this resolution, the Marianna Bond Service Requirement .hall 6e calculated at l.aet annually as of the fret d.y of sash Bond Year and as of the date of iesuaanse of arty eerier of Additional Banda hereunder. XX. 'Mayor' mans the Mayor of the lamer or in his absence or inability to perform, the Pros Mayor of the Iruer. LL_ •Moody's• means Moody's Iavestan A.rvioa, Inc_ and its sunorors. MM_ "Municipal Bond Io.ctrann. Policy' miens MI municipal bond inseam policy which may 1» procured by the City Manager or the Mayor pursuant to Section herein- NN.'Outstanding" or 'Bonds Outstanding' means all Bonds which haw been ia.u.d pursuant to this resolution .inept: (a) Benda cancelled after puma.s in tie open market or became of p.Ym.nt at or redemption . prior to maturity; (b) Bonds for the payment or nd.mptioa of which pursuant to Section 20 of this Besolution ask fund. or Gowrma.oW Obligations or any combination thereof shall haw been theretofore inevucably set aside In a Ip.dal account with the Paying Agent or an Authorised Depository acting r an ..crow agent (whether upon or prior to the maturity or redemption darte of any such Bonds/ in an amount which, toguther with earnings on sue Governm.atel Obligations, will ias sufficient to pay the principal of and interest on such Bonds at maturity or upon their earlier redemption; provided that, if much Bonds an to be redeemed before the maturity thereof, mtaoa of much redemption shall have been given according to the requirements of this resolution or irrevocable instruction, directing the timely publication of inch mtia and directing the payment of the principal of and interest on all Bondi at such redemption dates shall have been given to the P.Ying Agouti nod (e) Bonds which are deemed paid pursuant to the last paragraph of Section 12 hereof or in lieu of which other Bonds have been issued trader Section 11 hereof. 00. 'Paying Agent' manna the hank or trust company appointed by tie City Manager ar Mayor in accordance with the terms of Section 7 hereof as Paying Ag.at, ar any eooc near. designated panaaae. to this Resolution. PP. 'Pledged Re vacua," means the Tax Increment Barents. end Guaranteed Entitlement, which Guaranteed Entitlement 'hall not .weed 3300,000 in any fiscal year, plus all funds held in trust by the lamer hereunder for the benefit of the Bondholdan (but expressly not including the Rebate Fund), and all earnings and inve.trn.nt manna derived CS THIS DOCUMENT 1S A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. from the investment thereof. QQ.'Principal Amount' means the Principal Account within the City of hEaml, Florid. Comm .w, Redevelopment Revenue Roods, fiche 1990 Sinking Fund created pursuant to Section 17C of this Resolution. RR. 'Principal Payment Date' means, snch data or data as selected by an Authorized Officer wb.n prt.►+r.a is due and payable to registered owns, ado Bonds 8B. 'Project' means the .oquieition of certain real property locdsd in the South F.st Ovwrlo. n/P.r1 wee area of the City of Mend, Florida and the improvement thereof to facilitate the construction and development In such .r.• multifamily residential facilities, commercial development and public impovemerie thereby constituting a redevelop.n... Prviect TT. 'Rebate Amount' means with respect to such decried of Bonds issued hereunder, the stow. of t.h..,,..,,,.+ earned on all non -purpose invsstrnenta (as defined in Suction 148(fX0) of the Co.)dover the amount which would h.•-• i.....•• earned if such non-purpo.e investments wort invested at a rate equal to the yield on that series of Bondi, plus any in....... attributable to such excess. I.TU. 'Ruben. Fund" means the City of Miami, Florida Community Redevelopment Revenue Bond., K..... 1990 Reserve Fund created and.stabliebed pursuant to Section 17C of this Resolution. VV. "Redemption Account' means the Redemption Account within tie. City of literal, Florida Comma,,,, Redevelopment Revenue Bonds, Series 1990 Sinking Fund created pursuant to Section 17C of this Resolution. WW. 'Redevelopment Act' mans ties Community Redevelopment Act of 1909, codified as Part 111, Ch.a.« 163, Florida Statutes. XX'Redevelopment Trust Funs' means the redevelopment truGt fund authorised by tb. InL.rl..•.i Cooperation Agreement end crsated by Ordinances No. 82-115, enacted by the Comity Commission on December 21. I lln7 Ordinance No. 9690, enacted by the City Commission on April Q 1983 and Ordinance No. 10018 enacted by t.h. Commission on July 18, 1986, into which is depo.ited Tax Increment Revenue. for repayment of debt service on the Bood.. YY. 'Reserve Fund' means the City of M1.nii, Florida Community Redevelopment Revenue Bond,, Stew 1990 Reserve Fund crested and established pursuant to Section 17C of this Resolution. ZZ. 'Reserve Product' means bond insurance, a nvwty bond or a letter of credit or other credit facility in lieu of a cash deposit in the Reserve Fund and meeting the terms stud condition. of Section 17G of this resolution_ ea_"Reserve Product Provider' mead a reputable and nationally recognised bond insurance. pro.id.... . bank or other financial institution providing a Reserve Product, whites bond ineranoe policies incising, or whose less. •a credit, rurety bonds or other credit facilities securing the payment, when due, of the principal of and interest on bond is..,.. M public entities resu)ta in sorb screw (sa of tbe date of issutaoce of the series of Bond. for which the Reserve Product i. utilised) being rit.d in one of the two highest rating categorise by S&P and Mood7y's. bb.'Reserve Requirement' means the lesser of the Maximum Bond Service B.quirement or the maxim... amount permitted under the Code to bs on deposit in ties Reserve Fund without adversely affecting the .xrluaion of tip interest on any of tb. Bond. from the grow income of the holder thereof. cc. 'Revenue Fund' means the City of Miami, Florida Community Redevelopment Revenue Bond., Sur... 1990 Revenue Fund crated and established p•rauant to Suction 17C of this Resolution. dd. 'Serial Bond.' means all Bonds of a series other than Term Bonds. es. 'Sinking Fund' means the City of Miami, Florida Community Redevelopment Revenue Bondi, 6.rt.. 1990 Sinking Fund created and .atabliabed pursuant to Suction 17C of this Resolution. fr. 'SAP' means Standard & Poor's Corporation and its uuooeseore. gg.'Tax Increment Revenues' means the tax increment payments depo.ited to the Redevelopment Trust Fund pursuant to the Act and the Int.rlocal Cooperation Agreement. hh. 'Trustee' mead Barnett Banks Trust Company, N.A., or any bank or trust company having tbe power exercise corporate trust powers, within or without the State of Florida, appointed by the Issuer to carry out the duti....a Trustee under this Resolution, and its .0 c.seore or resign. hereafter appointed as Trustee in tbe manner provided in tio. Resolution. il. 'Llndarwriter(s)' mean. PaineWebber Incorporated, Grigsby Bradford Powell Inc., AIBC Investm...t C-4 7 THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. lervc.. Corp, and GUZMILI1 & Company es purchasers tithe Bonds, any are.e.aw thanes or other purchasers of the Bonds. �i. Words importing aingu .r numbs shall indose the plural nurnbr In each use and visa worse, and words W rtln, penman shall include firms, corporations or od er antittae Including governments or Fo,n-norantal bodies. HECTION 3. FINDINGS AND DETREMENATIONB. k is Eby ascertained, determined and declared that A_ The findings, determination. and declarations of the Lwow contained In the Bond Resolution remain true lad accurate u of the data hereof and are hereby ratified and confirmed. a The City Commission of the lamer and the County Commission of Dade County, Florida here bald all eke hearings and hues accomplished all action required to be taken under the Redaselopmerd Act in order to () dwignata be ate of tie Project as a alum or blighted area under the Redevelopment Act, GI) designate the City Commission as the MA, til).40pt the community redevelopment plan for the cite of the Project, and fie) create and establish the Redevelopment Trust (tied and deposit the Tax Increment Revenue' therein. C. The Interlocal Cooperation Agreement and the Interlocal Agrramsnt remain in full force and affect D. It is neceaeary and in the beetthereon' of the Lerner and its citia.ae for the Inver to inure the 1990 11.*" to provide funds for (1) the acquisition and improvement of lands in connection with the Project and R) the repayment of ik. flUD Loan and the Issuer has the power to authorize the issuance of Additional Bondi to be certain that adequate funds for the punnets 1.rein mentioned will be available. E. The 1990 Ronda sill be paid from the Pledged Revenues in the manner provided herein_ The Pledged v.au.a will be at least sufficient to pay the principal of, interest on and redemption premiums, if any, with respect to the deep Food, es the same become due. F. In the event that Additional Bonds eatborurd hereby are issued, they will "Leo be paid from the Pledged M+vesuae, on a parity with the 1990 Bonds, and the Pledged Revenues will be at {east sufficient to pry the principal of, inured .s red redemption premiums, if any, with respect to the 1990 Bonds and such Additional Bonds. G. Notice of • public bearing scheduled on December 6, 19C9, by the lases inviting written and or.1 egaa,ents and disc -Lesion regarding the iaruanos of the Ronde and the plan of financing for the repayment of the HUD Loan eel the acquisition of the lands related to the Project wee published on ar about Nowembr 21, 19e9 in the Miami Review, ae w.papr of general circulation in the City of Miami, Florida- H_ Pursuant to such notion, a public bearing wee held on December 6, 1969, during which written and oral emu. it. and dianrseiona from interested persona wen requested and bead concerning the issuance of the Bonds and the Pi ea of financing for the repayment of the HUD Loan and the acgniaition of the lends related to the Project The public brewing was held by the Assistant City Manager for the City of Miami, Florida. L It is hereby ascwrtain.d, determined and declared that, betYwe of the cherecterietics of the 1990 Bonds, smelling and anticipd.d market conditions and .ddiiti oPal .avipga to be realised from an axp.ditiooe sale of the 1990 Bonds, is Lc the lest Interest of the Lew, to swept the afar of the Underwriters) to purchase hase the 1990 'Bonds at * privets ... ouat.d sale upon the term" and conditions set forth herein co as determined by the City Manager. J. The 1990 Bonds war..aiide3.d pursuant to a Final Judgment of the Circuit Count of the Elewndb J. ti,-'.I Cuwft la and for D.d. County, Florida, entered in Car No. 90.41136-CA-19 on August 23,1990. IL The Issuer wished to hew the option of providing credit support for the 1990 Ronda by securing the Municipal Bond Insurance Polity from the Rood Insurer, u determined by the Authorised Of fs er(s) and in order to .eKtre said Mudclpel Bond Insurance Policy, the Lauer agrees to provide certain covenants and agr+.mento for the benefit of the Bond le..ser, es may bs described hernia or ea may be described in a eub.egwnt resolution of the City Commission or as may be 4aarml owl to be in the I.su.r's best interest by an Authorised Officer. L. The Issuer weal'see to have the option of funding the required deposit into this Rewires Fund in connection with the Ea.uanoe of the 1990 Bonds by means of the Reserve Product from the Reeerv. Product Provides, .e determined by the City idanager and in order to uotae said R.eerve Fond, the Issuer lee agreed to provide certain additional covenants and .pe..menta for the benefit of the Reserve Product Provider, se described herein or as nun be described in a easement moll talon of the City Commission or am may be determined to be in the Leaser's beet interest by an Authorized O1 ior(s3. M. The Underwritarfe) will provide the Issuer with a disclosure .tatam.nt oont.ining the information required by Section 218.386(61, Florida Statutes and no other disclosure u required by the Lauer. C-6 yt THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 4. COfiT OF THE PROJECT AWARD AND 'MEND OF THE 1990 BONDS. A. Th. acquisition and impov.mant of lands in connection with the Project and the repayment ethos HUD Loan was authorised pursuant to the Bond Bssolution. The cost of the Project shall bo deemed to include, without limitation, the following costa G) the cod of the items deem -And in the plant and aprons for the Project; Cu') all costa of piano/mg daagning. acquiring, impoviog developing, fioendng sad placiagtba Projad in operation; Wi all Dods of imams tithe 1990 Boole, the cod of the R.aarn Pro -in* the and of the Mu icpal Bond Insurance Policy, bond oatmeal, undawritars' and underwriters' counsl and financial edrinors' fees and expanses, printing costa, rating agency fees, initial soceptance fees and conned few of Thust.s, Paying Agent, Bond Registrar, Autherdiceling Agents, Authorised Depositories and financial institutions providing special audit fa:Mti.s, if any, with rasped to the 1990 Bonds; GO the cost of acquisition and improvam.*t of the lands deemed necessary for the Project; (v) all engineering, 1.gal and financial costa and expenses with respect to the Project; (ri) all esp.ner for estimates of meta and of revenues; (via) cons of obtaining govsramental and regulatory permit+; hollows and apprvvelr, (will) all fees of special advisors and oonsaltanta assoclat.d with one as more "Poets of the Project; as/ all coos relating to claims or judgments arising out of, including the acquisition and improvement of land related to, the Project; W all federal, star* and local tarns and payments in lieu of tans required to be paid in connection with the acquisition, improvement and development related to the Project, if any; (xi) all amounts required to be paid by this Resolution or any supplemental ordinance or resolution authoriring the issuance of Bonds; (ni) the payment of all principal, premium, if any, and interest when due, whether d the maturity thereof or at the due data of intertat or aeon t.damption of any Bonds or other evidences of indebtedness issued to finance • portion of the cost of the Project; (sisi) intaroot on 1990 Bonds prior to and during acquisition or imp ovwmani of the lands related to the Project and for each additional periods as the Lwow may rwaeonably determine to b. neo.e.ary for the placing of the Project in operation; txiv) the r.imburarment to tins Issosr of such related costs of the Project that have been sdvsnosd by the Low before the delivery of the Bonds which amounts shall bo as determined in n.eotiations b.tws.n the County and Liner but shall rot sro..d w..n hundred and frfty thousand (i760,000) dollars; and (xv) such other coca and Grpsnrs which shall be necessary or incidental to the financing iambi authorized and the acquisition, improvement of the lands related to, and the development of, tin Project and the placing of same in operation. B. The 1990 Bonds sbail b. nomad in an eggregete principal amount of s1.wn million five hunched thousand dollars (I11,600,000). C. Th. City Manager is hereby author%rsd and directed to award the sale of the Bonds to the Underwriter(.) and to appro'w the form and tarns thorned, including the radamption !wan, pursuant to and in socnraame with the terms of the Bond Purchase Am...mann at an aggregate purchase pia as spprvwd by. the City Munger of no lees than 98S of the original priodpal amount olds 1990 Bonds (excluding original lawn discos ) (the 'Minimum Ptrthae. Prices and at a true interest wet rate (TIC'), ea appovad by the City Manager not to exceed 1.3% 'Maximum ITC'), provided, however, that in no event shall the 1990 Borrds be issued bearing an iataren rota exceeding the minimum rota permitted by spplicabl. law. D. Th. 1990 Bonds shall h. dated November 1, 1990, dual] bear Interest from such data, payable semi- .nnually.on tn. first day of April and the fast day of October of awls year. commencing on April 1, 1991, s3 the rotes and shall mature on the dot. or dates (sot in no avant later then 30 years from the data of its uamoe tisane) art forth or incorporated by reference in the Bond Puncher Agreement or tun final Official Statement, as such rides and maturity ddo or dotes may bs approved by the City Manager, provided that the TIC aball not loosed the Maximum TIC, online otherwise provided by subsequent o•dizianoe or resolution amctad or adopted on or prior to the delivery of the 1990 Bonds The 1990 Bonds shall b. wised r fully registered bonds in the denomination of $6,000 sacb or any integral rotation thereof. Inverses on the 1990 Bonds shall be calculst.d based upon a year of 380 days consisting of 12 30day months_ E. Th. 1990 Bonds .hall bs subject to such optional and m■nddorn rwdamption provisions as aro provided in the Bond Pwchar Agreement andlor the final Official Statement with respect to the 1990 Bonds. SECTION 6. TEIB INSTRUMENT TO CONSTTTITTB CONTRACT. Upon and in oon.iderstioa of the axsptanee of the Bond. by the Bondholders, this Resolution shall be deemed to be and shall comtitut* a courant between the Lauer and the Bondholders. The cov.naats and agreements heroin set forth to be performed by the Imlay shall be for tbe equal and proportioned* benefit, protection and security of the Bondholders and all Bonds issued pursuant to this B.aolution shall bs of equal rank, without preference, priority or distinction over any other Bonds, .:Dept u axpr.rly provided barsin_ C-6 L'O ue PaPS.19 0 .P°°Et PdPitm31.. I'Vr.tmtz!"71-1. 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'INTIVIDOG 51H1 JO GN3 H11V N335 39 NVJ 1VNIDI90 dfINDV9 1VNIBI?.10 01 Nouniusans V Si 1N3IN11300 SIH1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL, BACKUP ORIGINAL CAN 8E SEEN AT THE END OF THIS DOCUMENT Authorised Offivar(a) is hereby authorial and diraided, if n.c.s.ary, to secure such Municipal Bond Laurance. Policy and r.ei the oast of the premium thereof out of the proceeds of tbs 1990 Boost• or any other available moneys. Y Tb. deposit required to bs made into the Baserve Furl in oonaeddon with the Lamm cities 1990 Bo..e may be .ati.bed by means of the Re..ree Product to b. ironed by the Reserve Product Provider, all as determined br the Authorised Offioer, The Authorised Officw(s) is baraby authorised and directed to secure such Rear,. Product and p., the oast thereof out of the proceeds of the 1990 Bonds or any other available moneys. HZCrION 9. EXXCDTION AND ALTTEEN ICATION Or BONDS. The 1990 Bonds shall be signed reel executed in the nuns of the Issuer by Mayor and tie real of the Isene.r shall be impressed, imprinted, reproduo.d .. lithographed thereon and attested to and countersigned by the Clerk, and tb. City Attorney shall sign the Bonds to •vide..e his approval of their form. All such obligations shall be validly executed wban signed by the pion. who shall r.sp.ctl.ele hold .ucb officer at the time of execution, attestation and approval, without regard to who held such office on the date of obligations or who bolda ruck offires at the time of their delivery. Tn. signature* of the Mayor, the Clerk and the Ci+r Attorney on the Banda may be by facsimile. No Bond shall he valid or obligatory for any ptarpoaa or be •otitl.d to any ee.urity or benefit under the. Resolution unless or until a certificate of authentication on such Bond substantially in the form set forth below shall have b.... duly executed by the Authenticating Agent with respect to the Bond.. The Authenticating Agents oertifirt.. . r authentication on any Bond .hall be deemed to ha.. been duly executed by it if manually signed by an authorized offmnr signatory of the Authenticating Agent, bat it shall not be n.csseary that the saws officer or signatory sign the wrtific.t. .r authentication on all Bonds issued hereunder. SECTION 1G. NEGCTIABRSTY AND '?1"-C•ISTRATION. Th. 1990 Bond. •ball b. end have all the of investment &c riti.s under the Uniform Comm.rdai Cider -In •aetm•nt 6&scuities Act of the Beata of Florida SECTION 11. BONDS MU'TB.AT81), DYC31ROYED, TIUI.EN OE LOST. In the event any Bond is mutilated, lost, stolen or destroyed, tb. burr shall, unbar tb. Lauer has notios that the Bond has been acquired by a boo. fide purchaser, .:acute and the Bond Ratge'trar shall authenticate a new Bood of the same series, of like dete, uitar.et maturity and denomination to that of the mutilated, lost, stolen or d.stroy.d Bond; provided that, in the came of any mutilated Bond, such mutilated Bond shall fist be saTendared to the Bond Registrar, and in the are of any lost, Molina or deanoyel Bond. there first shall b. furnished to the Issuer and the Bond Registrar evidence of such Ices, tbet Of dsetru ction stetid.ctor y to the Bond Registrar and not objected to by the laser, tog.th r with an indemnity ssdid.etory to the Bond Heginr.r and n..t objected to by the Lever. Ise the .vent airy such Bond Khali her. matured or been called for redemption, in.t..d of :--ing . duplicate Bond, the Bond Registrar, on b. telf of the lunar, may direct the Paying Agant to pay the same without surrender thereof, making such requirements as it deems fit for its p otectioo and theta the Issuer, including the furnishing ad evideno. and indemnity the same as in the use of the issuance of a new Bond. The Issuer and the Bond Registrar may charge the owner of such Bond with their reasonable fees and e=peos.e for such sanity and any tax or other go..rnm.ntai charge in connection therewith_ Any such duplicate Bound .hall constitute an original contractual obligation on the part of the Issuer whether or not the destroyed, stolen or lost Pond be at any tame found by anyone, and such duplicate Bond shall b. .niitl.d u, equal and proportionate benefits and rights se to lien on and sound of and security for payment from, the funds pledged herein to the came extent as all other Bonds. SECTION 12. PROVISIONS FOR REDEMPTION. Tb. 1990 Bonds 'ball be subject to redemption prior w their maturity ae provided in Section 4 above. The Additional Bonds shall be subject to r.demption prior to their maturity in the manner and upon such terms and condition as the Lauer 'hall pr.ecibo by ordinance or resolution .n.d.d or adopted el or before the delivery thereof. Noose of call for redemption shall is given by the Bond Registrar by deposit in the U.S. mail (fist clans) of copy of • redemption notice, postage prepaid, at least thirty and not more than .irty days prior to the redemption data, to th. registered owner of each Bond to be redeemed at the address shown on the fifth (lath) business day proceeding the date of mailing on the registration books to be maintained in a000rdano. with the provision. hereof. Failure to give such notice to env Bondholder, or any defect therein, shall not affect the validity of the proas.dingx for the redemption of any Bond or portion thereof with respect to which no such failure has occurred • Each notice .hall set forth the dote fixed for redemption, the rate of interest borne by each Bond being C-8 • THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. • ...,,.d. the redemption data of teach Bond being redeemed, tie name and address of the Bond Registrar, the rvlsmpkion • • le paid and, if lase than all diha Bonds then outranding &ball be called for redemption, the distinctive numbers and including CUEIP numbers, if any, of such Bonds to be redeemed and, in the ciao of Bonds to be redeemed in part only, l,,.n d the principal amount thereof to be redeemed. If any Bond is to be r.desmed in put only, the notices of which relates to such Bond &hall also state that on or after the redemption data, upon surrender of such Bond, a - - it,od or Bonds in a principal amowmt equal to the unredeemed portion detach Bond will be insoai • Arty notice mailed as provided in this section shall be oonclu.iv.ly pre,anm.d to have been duly given, or Dot the owner of such Bond receives much notice. Notice having boon mailed in the manner and wider the conditions h.reinabove provided, tb. Bonds or . • .,,. of Goods so called for redemption shall, on tbe redemption date designated in much notice, bscvme and be dui and • hi. at the redemption price provided for redemption of such Bonds or portions of Bonds on such dab. In addition to mailing the notice elesorilzed above, each Dotio. of redemption and p.ym.nt of the redemption sees ,r,.il meet the requirements of this paragraph; provided how.v.r, that failwue of ouch notice or payment to comply with - of this paragraph shall not in any manner defeat the .Electiveness of a cell for redemption if notice thereat & given -� rrhvd above In this Becton 12. (a) Each notice of redemption shall be sent at lead 33 days before the redemption date by registered or certified mail or overnight delivery service or talacopy to all registered securities depoeitories then in the busin.se of bolding submantiel +mounts of obligations of types comp -lying tb. Bonds (such depoaitori.e now being The Depository Trust Company, New York, Now York hEdweet 8ecwlritia, Trust Company, Chicago, Illinois, and Philadelphia Depositary Trust Company, Philadelphia, Pennsylvania) and to one or more national information s.rvioss that riie.emietete notices of redemption of obligiCiona such a. the Gonda. (b) Reich notice ofrs.damptioo shall 1.. pr.hli.had one time in The Bond Buyer of New York, New York, or, if such publication . no ionger published or if the Issuer so directs, in soma other financial newapaprr or journal which regularly carries notiose of redemption of other obligations similar to the Bonds, such publication to be made at least 90 days prior to the data tired for redemption. (c)Upon the payment of the redemption price of Bonds being r.d.em.d. each chock or other transfer of funds loaned for such purpose ;Mall bear tb. CU6ar number ideatifyiag, by inns end matuzrity, the Bonds being r.d.am.d with tba proceeds of such check or other transfer. In case part but not all of an o„taanding fully regiat.r.d Bond &ball to selected for redemption, the -.i.e..red owner thereof shall present and surrender' such Bond to the lsuer or its designated Paying Agent for payment of •,.. amount thereof so called for redemption, and the Loner shall .recute aid deliver to or upon the order of such •..,.r.r.d owner, without cb.arge therefor, for the unredeemed balances of the principal ®oust of the Bond so surrendered, a ..r Hands fully regidarsd as to principal and interest. Bonds or portions of Bonds that have been duly called for redemption under the proviaions of this Section 12, a Ith respect to which amounts' *officious to pay tbo principal thereof aced int r.sk thereon to tb. data fixed for redemption •I,.I1 le delivered to and held in separate a000unta by tb. Paying Agent with reaped to such Bonds in trust for the bolder. or -e,.r.red owners tb.r.of, as provided is ibis Resolution, .ball not ho doomed to be orrtetarvlir+g under tb. provisions of this u...,l ntirrn and shall tease to be entitled to any lien, benefit or .acuity under this Resolution, accept to receive tb. payment of .- ..t.rnption price on or after the duignated date of rodemptioo from moneys d.pasitrd with or bald by_tb..Paying Agent .,.1, redemption of the Boode and. to tb• extent provided in title Section 12, to receive. Bonds for any unr.d.am.d portions 1,. Hoods. nerds. SECTION 13. ADDITIONAL TERMS AND FORM OF 1990 BONDS, A. The 1990 Bond. &ball be numbered consecutively from ono upward preceded by the letter 'I' prefixed to •I.. ,,,,,ober. The Issuer shall appoint such additional registrars, transfer agents, depositories, other agent. and additional ..w�.w rare a. cosy be necsauary to:causes the registration, registration of transfer and r.ieuanco of the 1990 Benda within a ,,..,,..rcielly rea.onabls time according to the then current industry standards. Principal of and premium, if any, on the 1990 I ..,.1..holl be payable upon presentation and surrender of the 1990 Bonds at the principal corporate fruit office of the Trusty. C-9 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Interest on the 1990 Bondi shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered o,.n.....! the 1990 Bondi in the oddness ea they appear on the registration kooks maintained by the Bond Registrar at the clo..e a business on the fifteenth day (whether or not a business day) of tb. month next preceding the interest payment as. (t-. "Record Data"), i,..s tivs of any transfer or exchange cd such 1990 Bonds .ubryust to such Record Dena and prior to eel. interest payment date, unless the Iasusr shall be in default in payment d intermit dos on such interest payment date. In tl.. •vent of any such default, such defaulted intare: shall be payable to the persona in whew named such 1990 Bot dd. re registered et the does of business on a special record data for the payment of such defaulted interest as setablhs6ed by cow., by deposit in the LI R mail (first cl...l, postage prepaid, by the Bond Registrar to the registered owners of 1990 Bonds not than fifteen (16) days preceding such special record data. Such notice shall be mailed to the persona in whose name the 19•0 Bonds are registered at the doss of lowness on the fifth (6th) business day preceding the dads of mailing. The registration of the Banda may be tranatarred upon the rsgivtrdion books upon delivery to the principal office of the Bond Registrar, accompanied by a written in+trum.at. or instruments of transfer in form and with guaranty 4 signature satisfactory to the Bond Begidrar, duly executed by the registered owoar of such Bond or by his attorney -in -fact a legal r.pre.entative, containing written instructions as to the details of transfer of such Bond, along with the social ..curtsey number or federal employer identification tamales, if any, of such transferee. In all cases of a transfer of a Bond, the Boat Registrar shall at the earliest practical time in accordance with the previsions of this Resolution enter the transfer .a ownership in tba r.gistrstion books and (unless umertificated r.gistr.tioo shall be requested and the Iasuar has a registr.tioe syetam that will accommodate unoertificat d registration) shall deliver in for name of the new transfer.e or transferees • re., fully registered Bond err Bonda.of the same maturity and of authorised denomination or demminations, for the same eg .g.a. principal amount and payable from the name eotwcw of funds. Neither the Issuer nor the Bood Registrar .ball bs required to register the transfer of any Bonds daring the fifteen (16) days nest pre eding an interest payment data of the Bondi or, ter tLe case of any propo.ed redemption of Bonds, during tb. five (b) bu.in.ss days preceding the matting of notices of redemption efts. such Bonds or any portion thereof has been selected for redemption. The Issuer and the Bond Registrar may charge tt.. registered owner of sock Bonda for the registration of -every such transfer of a Bond sufficient to reimburses them for any tea.. or any other governmental charge required (other than by the laser) to he paid with reaped to the regi ration of ouch transfer, and guy require tbat such amounts be paid before any such new Bond shall he delivered lithe date of payment of the principal of, premium, if any, or interest on this 1990 Bond .hall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the ovrporaia true( office of the Paying Agent i, located ars authorised by law or executive order to doss and on which the Paying Agent is domed, then the data for such payment .hall be tb. n.rrt succeeding day which is not Seto day, Sunday, legal holiday or a day on which aach benirioa institutions are authorized to close and on which the Paying Agent ie dosed, and payment on each day shall have the same force and effect as if made on the nominal date of paytneot. The Iseuar, the Trustee, the Authenticating Agent, the Bond Registrar, and the Paying Agent may deem and trset the registered owicer of any Bored as the absolute owner of such Bond for all purposes of this Re.olation, including, without limitation, receiving payment of the principal thereof and the interest and premiums, if any, thereon. Bonda may b. exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bone of other denomination. of the same series and maturity. B. The text of the 1990 Fonda and the form of aasigrmn.nt for such 1990 Bonds, tine Certifcst. of Authentication and the -Validation Certificate shall he rib.tantially in the following form, with such omissions, insertions and variations as may be necas.ary or desirable and authorised by thi. B..solution•or by .ay subsequent resolution or ordin:m adopted or enacted prior to the issuance thereof, or as may be approved and made by the officers of the Issuer executing the same, such execution to be conclusive evidence of such approval: C-10 F -Sur/pimp "Imp '9l Ha!Pwud Srp •••arrnq (9l4) trily wsamnq J° u•°p •qs A p as .a spaog .Qz rmra carp& a! 4011.4 all o; ?mu w9 Rvga wpm tc'og wrap FLicau rrr'.d• Tans BmPica'd •L'p °w{p3 avq;..•i loc rpaog Jo anaro patwurr8at sup o; .or-r•rr2•g ?clog v% Lq •pr°da•d .Svi•od'1••vp wji liven HII act; cl lr'a'd p S4 'a,Iaoc Sq P°711ci'n n Innlu! p'v1[°'Jvp ci^. Jo lasm[sd oql anj .;vp pmoat ivtP'dw • no'r.mmg Jo amp wgl s* ?whoa n ?crag rap Kum *soya al Q°a.td'4; vi •Tgv[vd 'g Qvgw : auslul pygmy" pats Yrrtupp pus So. J° wake vgl ai •vfwp ycxuL. !mum qa" co sop rat.l°! jv lc•umSod 11 11Tt'19, of °'9 IP9• a.n.sS sql "'Pia '.pp tivoms.d pas•ccrc 9w °; aoui Fr. wpQ p•oun 9'a• o; rienbeavem pcog Qat. J° .8a.gpz• ao nJsaaal Luv Jo .wrpodsain'(,.1.0 ?mow& scp) v;wp Sn.mLsd •Q;9a!p•o.ad KR 9;aota all Jo(L.p'ararrrtq • boa so t.q;v9a) Lrp 914T vgl ao w•atr,q Jo swop ell Is -must .quo •iooq aogs.orcSaa wgl ao .arid. It n •'aipa s,a•aao Fria yr panel anarq ?a'v7•B03 sR7 a; Foyle w i uR 3pecp [q paid •g tiu puorr'I LWSYY Bult.d, op) atavvaanu •1! m 'vpu°!d 'vgtecoinpwt •YN ,Ernidwoo z�+u wiro'S Jo Pdcaud gm A pupil Jurraun. pa• acrtiaTuamid oodn •tq'Ssd el freq. p°OS rap jo rod'zalad '1661 I i_adY oo Saoa•°rmoo 'a•[ 9'wSJo a'9°a0 Jo Ls? rig mil p°11 1!-alY Jo LR Tw'Tj .97 no £ I.nca.-.m.• .ig•L.d Smsq v0.4•1o1 rpm `a°J p•pu°al [pp awl ..q paccur4 la'm[sd gm ao; oovranad mom a° `iu nour 1.d'naud '9l Jo ;avmSud 13;T'^ •(•upom Svp LT Jo Supoupam _anal L'poge ' p rsaq wqy co pgndmm) .•°qv 914oj 1 =oau• and .o. ?satv3li .q; 3v 'pl'd o•'9 •w9 7wawpz! tppl. of .;.p Tom • T% m04 ao .crags aaog• v;"Q Forma lien u0 .qy 3o ate) '0R my l 3IIi10my T'dtaud sgl ao #aaaagt! 'L'aatau Jo moo rim at pas .sna'ala 1'"sda rpm moo [[alas 'Lod o; pas •.Aog• p'gr;°.v imnotuy jud nud .yl 'p ogo'e a.ypru1at.g wna..•.t •gl mog Lt•ios 'sso9' For,u;oaapt •r'Q L urt rpi w91 ao ppuod 'vi9•Tal.v9 sato.. pa+•p+d.a rfl .aaq•z°s.a+dat Mgr ',a.aro tiptoe AO •..°9' p•TJ>loept awar0 psthwt9•'a .91 o Lid on ~Tonal [q.a•Q'paat.oaa !No a& aoO'(.asrtwi. syl p•ri.' onorci'awg) vpu°L( •rsurYiJ0 410 Ku t ;; 0661 1 or{ disco .4s1 Pva°4 f'ttla!'O 8&YTIOQ -1.WlOPYY TYdIONTh i :MINA 03831BIO311 �•a rI!-a14 :0;03 •.teluf 066I 9211139 `13CliOH 2[II242A$71.LN%P4d0'1a112L118 311J1f1P040O IP(YIP'[ JO A.J7.= YUMO'ki dO ZLY113 Y0I8334Y AO SILVIS CISSZNI1 Q:182JBIJ$H Ipaoa 066T J° auOJ 1NJjVV1JOG SIH1 JO ON3 3H1IV N335 38 NVJ 1VNl9I80 d(1)IJV8 '1VN19180 01 NOIlf1111S8(1S V SI 1N3VJf1J00 51H1 'H'°N C12$7.IE10111 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. This Bond and the interest hereon are payable solely from and secured solely by (1) • oertain portion of W Issuer's share of the Guaranteed Entitlement determined purmaui to Chapter 218, Part 11 of the Florida Bhutan, •his* amount shall not exceed $900,000 in any fiscal year, the lien of 1990 Bonds on snail Guaranteed Entitlement being on a pray with the obligation, of the Terror pursuant to its 118,500,000 Guaranteed Entitlement Revenue Bonds, Series 1989 and W bonds hereafter issued on a parity therewith, but junior and aubordinae to the Leuer's obligation to set asido $2,000,00o p. fiscal year through the fiscal year ending December 31, 1996 to be used to repay a loan made to the lamer by the Fine Municipal Loan Council (the "Council') under • Participation Agreement dated June 13, 1989, between the Issuer and tar Council, and (2) Tax Increment R.venuae legally du. the Community Redevelopment Agency (aa defined in the Re.olutioal which funds shall be deposited in the Redevelopment Trust Fund all in the manner and to the extant provided in the Resolution No. 90-0198 adopted by the Lauer on March 8, 1990 as supplemented nu:reliant to Resolution No. _ adopted es November 8, 1990 (collectively, the 'Resolution') (Phe funds referred to in sections 1.2 of the preceding sentence are berets collectively referred to as the "Pledged Revenues".) Reference is hereby made to the Resolution for the pruvioona, emend others, relating to the terms of, lien on and security for the Bonds, the custody and application of the proceeds of the Bond., the rights and remedies of the owner. of the Bond. and the extent of and limitations on the Iasuar's right., dies and obligation& and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the owner here.l assents by aoceptanoe of this Bond. Terms not otherwise defined herein shall have the meanings ascribed thereto in th. Resolution. Bond shall not be deemed to constitute a general debt, liability or obligation of the Lauer or of the Buie of Florida or of any political subdivision thereof, or a pledge of the faith and credit of the Issuer or of the &ate of Florida or any political subdivision thereof within the meaning of any oonatitutionel, legi.lstive or charter provirioo or limitation, but .hell be payable sot.ly from the Pledged Revenue. in the manner and to the extent provided in the Resolution. It is axpne.lr agreed by the Registered Owner of this Bowl that the tenons i■ not obligated to pay tine Bond, any redemption premi u,n related hereto, or any interval hereon except from the Pledged Revenues in the manner and to the extent provided in tic Resolution and such Registered Owner shall beset- have the right, directly or indirectly, to require or compel the exercise n< the ad valorem taxiing power of the lower or any other political .ubdivision of the Suite of Florida or taxation in any form on any real or personal property for the payment of the principal of, redemption premium, if any, and interact on this Bond or for the payment of any other amount provided for in the Resolution. It is further agreed between the Issuer and the Registered Owner of this Bond that this Bond and the indebtedness evidenced hereby shall not constitute a lien upon the Project (as hereinafter defined), or any part thereof, or any other tangible personal property of or in the Lauer, but *hall constitute • lien only on the Pledged Revenues described abo.., all in the manner and to the extent provided in the Resolution. Neither the members of the governing body of the leaner car any person executing the Bonds .hall be liable personally on the Bondi by reason of their i*suante. REFERENCE I8 HEREBY MADE TO THE FURT13£R PROVISIONS OF TIM BOND SET FORTH IN THE REVERSE HEREOF WHICH FURTHER PROVI8ION8 SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AB IF FULLY BET FOETh IN TRIS PLACE. The Boni ,ball not be valid or become obligatory for any propose or be entitled to any security or bonsai under the Ordinance until the .artifice. of authentication hereon shall have been manually signed by the Authenticating Agent C-12 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS . DOCUMENT. IN WITNE88 WECERROF, The City of Miami, Florida, has issued this Bond and has caused the same to be Heal by its Mayor and attested to and countersigned by its City Clark, either manually or with their facsimile signatures, J its corporate seal or a facsimile thereof to be reproduced hereon, all as of the _ day of November, 1990. THE t,'rrY OF MIAMI, FLORIDA t FAD BY arrEBTED AND COUNTERSIGNED: Mayor City Clerk Approved as to Form: R+.otuttoa. By City Attorney CCILYICATEOFAU RENTICATION This Bond is one of tb. Bonds designated in sad examined under the provisions of the within m.ntaonod 1).t. ofAuthcntication: C-19 Authenticating Agent BY Authorised Officer -- - THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS (To be printed on tie reverse aide of the Bonds) Ft/KraalFt/Kraal BOND PROVISIONS This Bond is one of an authorized Lyme of bonds is the initial aggregate principal amount of 311,500,000, d like data, tenor and effect, except as to number, maturity (anises all Bonds mature on this Hams date) and interest rate. The Bondi of this ear -La were issued to finance (1) tie repayment of a ban made to the City by the Department of Housing and Urban Development (SUD) which loan was used by this City to sequin, certain lands and a) the eagni.ition and improvam.ut of certain other lands, all in connection with the redevelopment pima (the Project") app'ro.sd by Dade County on D.c•=mbar 7, 1982 for which the City Commiewion of the Lauer is ailing, pur.uant to a delegation of power thereto by the County, as Community Redevelopment Agency, purruant to the authority of and in full compliance with the Constitution and laws atlas State of Florida, including particularly the Resolution, the charter of the City of Miami, Florida (to the extent not inconaistant with and not repealed by the provisions of Section 166221, Florida Statute.), Chapter 168, Florida Statutes and the Constitution of the State of Florida. This Bond is rubjeet to all the terms and conditions of the Resolution. The Bonds of this issue are subject to redemption prior to their maturity (insert any mandatory redemption provisions). The Booda of thin issue shall be further =object to redemption prior to their maturity at the option of the Issuer (Insert optional redemption provisions). Notice of such redemption shall be given in the manner required by the Resolution. The regl.tretion of this Bond may be trend rnd upon the registration books upon delivery to the principal office of the Bond Registrar, a000mponied by a written immanent or instruments of tranafar in form and with guaranty of signature satisfactory to the Bond Regi.tr.r, duly executed by the owner of this Bond or by his attorary-in-fact or legal npreaentatrM, containing written instruction. a. to the details of treader of this Bond, along with the .octal ..curity number or federal employer idanti5catinn number, if any, of ouch transfrsa In all ore of trawler of a Bond, the Bond Registrar shall at the eau -beat practical tams in ewordaaea with the provisions of the Reselution eater the transfer of ownership in the registration books and (unless tmoarttficaLd registration shall be requested and the Lauer has a registration ryrtam that will .000mmodata um.rtifieatad registration) &hall deliver in the nos of tbe raw trandare. or trand.reae a new fully registered Bond or Bonds of the Name maturity and of authorised denomination of d.rsmi* •hone, for the some aggregate principal amount and payable from the Name sources of funds. Neither the Lauer nor the Bopd Registrar shall bs required to register the transfer of aqy Bond during the fifteen (15) days tart preceding an interest payment data on the Booth or, in tie ow d any prvpo..d redemption of.Bonds, during the five (6) business days preo..ding the mailing of noticw of redemption after such Bonds or any portion thereof ha. barn =limed for redemption. The Lauer and the Bond Ragie mar may charge the own of much Bond for the ragiatration of every .uch transfer of a Bond sufficient to r.imbur= them for any taut, fee ar any other governmental charge required (other than by the Issuer) to be paid with rasped to the registration of much transfer, and may reviles that such amounts be paid before any inch new Bond shall be delivered lithe data of payment of the principal of, premium, if any, or interest on Chia Bond .hall be a Saturday, Sunday, a legal holiday or ■ day on which banking institutions in the city when the corporate trust otbae of the Paying Agent is located are authorised by Lw or .r.cutive order to =Jose and on which the Paying Agent Is closed, then the date for nob payment shall be the next atseoeedeng day which is not Smiley, S,mday, a legal holiday ar a day on which ouch banking institutions are authorized to does and on whidh the Paying Agent-l. do«d, and -payment on saerh day .hall hare the a.m. forte and effect ae if made on the nominal date of payment. It is hereby certified and recited that all acts conditions and things required to exist, to happen. and to be performed precedent to and in tie issuance of this Bond exist, have happened and have best performed in regular and due form and time am required by the law. and Constitution of the State of Florida applicable bonito, and that the is.uanes of the Bonds of this series does not violets any constitutional, statutory or charter limitation or priori.ion. This Bond is and has all of the qualities and incident of an investment security urdar the Uniform Commercial Cod. -Investment Securities Law of the State of Florida C14 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ASSIGNMENT FOR VALUE FF1'EIVED, the undersigned, (the I'r.00feror'), hereby wells, assigns and transfers unto (the 'Transferee') PLEASE 1NSEST SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TSANSFERRI: I.. within Bond and all rights thereunder, and hereby irrevocably constituted and appoints as attorney to register the transfer of the within Bond on the books kept for registration wl registration of trender thereof, with full power of substitution in the premises. i.ggneture guaranteed. N (YITCE: Signaturs(a) must Kuerent.ed by a member ,rm of the New York w,ct Exchange or a ,rnmercial bank or rust company. Registered Owner NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(.) to this aaaignment mrr..pond(s) with the name as it aPes ars upon the face of the within Bond in .very particular, without alteration or enlargement or any change whatever sad the Social Security or Federal Employer Identification Ntmmber of the Transferee is supplied. VALIDATION CERTIFICATE I ICATE This is one of a series of bonds which were validated and oonfumed by judgment of the Circuit Court of the Eleventh Judicial Circuit Court, in and for Dade County, Florida, rendered on August 23, 1990, Mayor, City of it temi, Florida rEnd of Band Form) GIB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 14. APPLICATION OF PROCEEDS. A.. Proceeds from the eels of the 1990 Bonds, including accrued interest and premium, if any, shall b..ppl W by the Trustee, simultaneously with the delivery of the 1990 Boca•, as follows (1)An .mount of proceeds of the 1990 Bonds equal to accrued intermit, if any, on the 1990 Bonds &hall le deposited in the Interest Account in the Sinking Fund established haretmd.r and shall be applied to the payment of internist next coming due on the 1990 Bondda. (2) An amount of proceeds of tb. 1990 Bonds aqua] to the costa of issuance arils 1990 Bonds &hall be deposited in the Acquisition and Improvement Fund hereinafter alated and .stablutb.d and shall 6e used to pay, when due, the costs of imsnanoe atria 1990 Bonds. (3) If new,sary, an amount of proceeds of the 1990 Bonds sufficient to acquire the Municipal Bond Insurance Policy shall be transferred to the Bond Lamer. (4) If necessary, an amount of for proceeds of the 1990 Bonds sufficient to fund the Reserve Fund to the Reserve Requirement shall be deposited in the Reserve Fund or an amount sufficient to acquire the Reserve Product shall be transferred to the Reserve Product Provider. (6) An amount of proceeds of the 1990 Bondi sufficient to reimburse the Lauer for administrative coda la connection with the Project, which costs shall b subject to Section 4(..AXxiv) herein, shall be transferred I. the lmauar. (6)Tbe balance of the proceeds of the 1990 Bonds shall b. deposited in the Acquisition and Improvement Fund and used solely for the purposes herein provided including but not limited to the cods of acquisition and improvement of lands in connection with the Project and the repayment of the HTJD Loan_ B. Notwithd..ding the provisions of Subsection A above, tb. Mayor and the City Manager, or either of them, are hereby authorised to supplement and amend the application of proceed, of the 1990 Gonda provided in Buherctinn A above, ne evidenoad to the Truudee by a certificate of the Mayor or the City Manager executed in connection with the immune of the 1990 Bonds, in a manner consistent with the terms add" Resolution. SECTION lb. ACQUISITION AND IMPROVEMENT FUND. Therm is hereby vested and established with the Trustee a spacial trust fund to be known as the 'City of Miami, Florida Community Redevelopment Revenue Bond. Acquisition and Improvement Fund.' The Trustee shall deposit is the Acquisition and Improvement Fund a portion of the proceeds from the sale of the 1990 Bonds au oont mpi tad in Section 14 above. Additional moneys may b• deposited to tb. Acquisition and Impro..m.nt Fund from payments remind from ottw.omwe herein described. The Acquisition and Improvement Fund shall be bold by the Trustee in trust and kept 'operate and apart from all other funds and accounts held by the Trustee, and the moneys on deposit therein shall be withdrawn, used and applied by the Trustee 'solely for the payment of such toss related to the acquisition of lands, and the improvement thereof for the Project and purpo.ee incidental thereto and the repayment of HUD Loan, ae b.reinahove described and eat forth. All such funds shell be and constitute trust funds for latch purpose., and there is hereby created a lion upon such funds in favor of the Bondholder, until applied as herein provided. Before any payment shell be made from ties Acquisition and Improvement Fund (other than for mete of issuance on the Bonds) the Lamar shall file a requisition with the Trustee, stating In respect of each payment to be made: G) the name of* person, fur or corporation to whom the payment is to be made; and (2) the amount to be paid. Any funds on deposit in the Acquisition and Improvement Fund that, in the opinion of the Teener, are not immediately necessary for expenditure, as ber,inahove provided, may be invested and re -invested by the Trustee, at the written direction of the Issuer (or or& direction confirmed in writing), in such investment obligations as shall be permitted by the laws of the State of Florida and of the Issuer for the investment of funds of the L.u.r which ahall mature or be redeemable at not lees than cod and not later than the dates on which each funds an expected to be needed. All inoome derived from investment of funds in the Acquisition and Improvement Fund shall be d.po.itad therein and shall he used to pay costa emaciated with the completion of the Project The Trustee may conclusively auu>me that any investment directed by the Issuer is legal. Any liquidated damages or settlement payments reo.iv.d by the Lauer as a result of the breach by any contractor, subcontractor or supplier working on or supplying goods for the improvement of the lands related to Project, of any C-16 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, "presentation, warranty or perfarmsnoe guaranty, and all insurance 1-oo..d. received with respect to damages to the Project during improvement, shall be paid to the Trust.e and deposited into the Acquisition and Improvement Fund to innn-e completion of the project. Korey' to the Acquiritinn and Improsem.ra Fund aba]l be sscur d at all times in the miumar pr+ecribed by tbs lams of the @tAt* of Florida relating to the securing of public funds. 'when the Project has been completed •rid all mots tbsrenf leas boon paid in full, or pro.iaiapa for payment thereof have bean duly mad* or provided for, all funds remaining In the A arnintion and Inigaoy want Fund. if arty, shall bot deposited in tbs Eennu. Fund hereinafter cried or alai' be used for any lawful purpose directed by the issuer and approved in writing by the CBA provided that Holland & Knight and Barb.,, Darby & McGhee or other nationally recognised municipal bond counsel isausr as opinion to the effect that such use is lawful. SP.CTION 26. iT rrED QHLIGATIDN8 OF Tali 78fJU-Eit; NErrir R CREDIT NOB TA CNO POWER FIXIDGZD As provided in the Bored Resolution, the $odds and any redemption premiums with respect thereto a.Dd the intorost thereon shall not be or wnstituto o general debt, liability or obligation of tbs. Issuer or the State of Florida or any political subdivision thereof, ore pledge of the faith and credit of the Issuer or of tba &torts of Florida or any political .ubdivisioo thereof, but shall be payable solely from and ..owed by a lien upon and a pledge of th* Pledged Rar►nues and the lister is not obligated to pay the Bonds, the redemption pramitnns, If any, related thereto or the interest thereon +taint from lira Pledged Revenues es provided ;xi the Bond B..olartion Red 6.r.ia Neither the falt.h and credit nor the taxing power of tb. Inter or of the State of Florida or any political subdivision tbareof is pledged to the payment of the Bonds. No Sondbold.r . Mil **or ash tb. right to oompil tits mums, of the ad valor*m taxing power of tJ}e Issuer or txzatiac in any form on any propertp to pay such Bout. or the interest thereon, nor *ball snob Bondbolder be entitled to payment of ouch principal and interest or premium thereon from any other funds of the Liner eu»pt the Fledged Ravenur as provided in the Bond $esoiutioo cud herein. BECTION 17. COW:21A1,778 OF TSS ISSUER WrIH B%SF'ECT TO VIE 1490 SONTIE. Uotil the principal of and inures on all 1990 Bonds is paid or the 1990 Bonds rue d.f seed s■ provided herein. the Issuer oov.aants with 'la o men of the 1960 Bonds as foliose: A. ABBIGNMEh"T OF BRCS/MY INIERF3T IN REorciH.AI3r4TNT TSURT FUND. Tb+ Sooner hereby uaigns to itself and tba holden of the 1990 Bondi tba sac -Laity inn re.t to ch. Redevelopment Trust Fund gestated to the 1e.0 r by the C&A pur,tuant to the lagerlocal Cooperation Agreement which gave the Issuer ■ first lien on .bar Beday.loppinnt Trust Fund. B. PLEDGE OF PLEDGED 1;LEYSNLTFLES• 'Ice payment of the principal of, premium, if any, and int.r,e' on. tb. 1990 Bonds .1)411 tr. *enured, as provided herein, forthwith eogegally and ratably by as ir, evucabia tian on. the P1i48s4 Baysnuea_'1'he lien on the. Tax Increment Revenues is prior and superior to all other Leta or iincimaisrannes on the Tax 15*1": ent$ay.nuaa. Thor lien of 1990 Bonds on Cruaranteed Entitlam.nt,. which Guaranteed Entitlsmaai shall not exceed ,000 in any fiea41 year, is on a parity with the Lever', VB4600,000 The City of Mi.uai Guaranteed $utitlemant Revenue Bounds, Ben 199S, (tile 'Serial' 1989 Bonds") and any bonds h ereaftsr'iesu.d on s parity therewith, butjunior and .ubordinats to �s 1e•o*r'e obligation to let .aid. 32,000,00D per fiscal year through the fiscal year ending December 31, 1996 to to used to ranay a loan mad. to the Issuer by the First Municipal Loan CouDcil (the 'CouPzir) Pursuant to a P r i,+p.tiob A iv.em.sn% dales Juror lb, 19219 between the leaner and the Cool-cit. The lacier doe* hereby irrevocably pledge the Fledged Revenues for the Payment of the principal of and intar.et on the 1990 Bonds, and for all other payments provided baron. • C. CREATION OF FUNDS A.ND ACCOUNTS. There are hereby erected and.stabliab.d with tbs Thiele+ five spacial trust funds to be known su the "City of Miami. Florida Community R..d.eeiopment Ravenu. Bonds, Series 1990 � &p"��v,a_n�s Fund" (the 'Savants* Fund'), the "City of Mlmml, Florida Community Badevelopm.r,t Ravenna Bonds, Serie. 1990 816zi 'gFund' (the "Sinking Fund`), and a Principal Amount, Interest Account and Rsdsmptior Account within tb. Staling the 'City of M1atn4 Florida. Community Redevalopm.nt Revenue Beads, Series 1990 R.nerv. Fear (Ihs 'Rassrvs s'ad ) sad the "City of Miami, Florida County Red* nloptnerit &avenu. Bonds, Berie. 1990 Rebate Puna (tb. "Relate Funel. 64013 of rush fuods'hall be hold in trust by tb' Trust+e and the Revenue Fond, tb. Sinking Fund end the R...rv. Fund shall 144 m4.4ute a trust fund to secure the Bondholder, for the pro rata b tteflt of such Bondholders, for the popes.+ herein C-17 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. provided. All such funds at all times shall be kept aeperat• and distinct from all other funds of th. Trustee and used only r herein provided, The Rebate Fund shall only be need for the pinpo.w provided herein and the Bondholders shall have no lee OE any moneys in the Roberta Fund D. DISPOSITION OF GUARANTEED EN21 EMETT. Commencing immediately following the la Lana. of th. 1990 Bonds and continuing thereafter so long as Bonds ahall 6. Outstanding hereunder, by the Trustee's close of business on March 1 of each year (or if such March 1 is not a day on which the office+ of the Trustee erre open for business, .e the next succeeding day on which the office+ of the Trustee a» open for business) the Issuer shall promptly tranef.r to the Trustee, for deposit to the Revenue Fund, Guaranteed Entitlement in tb. amount of 1.900,000. E. DISPOSITION OF TAX INCRESCENT REVENUES. Commendna immediately following the iantana. .f the 1990 Bonds and continuing thereafter so long as any Bonds shall b. Outstanding hereunder, all Tax Increment Revenue* deposited in the Redevelopment Trust Fond shall be promptly transferred by the CRA to the Trustee and deposited in the Revenue Fund; provided, however, that no further transfers from the Redevelopment Trust Fund to the Revenue Fund shall 6. required in any Bond Y.ar if the aggregate amounts on deposit in the Kinking Fund are equal to the Bond Service Requirement for such Bond Year on all Outstanding Bonds, and all prior deficiencies in the Sinking Fund and accounts therein and in the Reserve Fund have been fully restored (or to the extant that a Reserve Product is in plane, all amounts owing by the Issuer to the Resew. Product Provider as repayment for draws or payments made under the Reserve Product have been made), and there is on deposit in the Resew. Fund an amount equal to the Berry. Requirement (or, if applicable, the amount atlas Reserve Product has been fully »instated). F. DISPOSITION OF MONEYS IN THE REVENUE FUND. Funds on deposit in the Revenue Fund .hall b applied by the Trustee as soon as they are received in the following order and priority: (1) First, by deposit to the credit of the Interest Account in the Sinking Fund, and then, pro rata, into the Principal Account and the Redemption Amount in the Sinking Fund, until the amount. op d.pwit therein are aqua] to the Bond S.rvio. Requirement in such Bond Y.ar for all Outstanding Bonds. (2) Second, by deposit into the Reserve Fund, the amount, if any, which, together with funde then on deposit therein, will be .uffioent to male the funds on deposit therein, except as otherwise haeeinafterpsovid.d, equal to the Reserve Requirement for the Bonds (or, if applicable, the amount nec +nary to »instate the Baer» Product). (a) 8ube.qu ent to April 1 of any Bond Year it there a» any amounte in the Revenue Fund in t rees of tb. Bond Service Requirement for such Bond Year on all Outstanding Bonds, and all prior dafo.nci.e in the Sinking Fund and accounts therein and in the R.rrve Fund have been fully restored (or to the orient that • Baeerv. Product is in piece, all amounts owing by the Lauer to the Reserve Product Provider ee »payment for draws or payments made under the Beserve Product have been made), and there 1. on deposit in the Reserve Fund an amount equal. to the Reserve Raqui»m.nt (or, if applicable, the amount of the Reserve Product has been fully »instated) such excess amounts ahall be transferred by the Trustee to the R.developm.nt Twat Fund and shall be used by the CRA far any legal purpose. The deposits to the Sinking Fund described above shall be incess.d or decreea.d, ea the case may be, to the e xtent required to pay principal and interest coming due, after making allowance for any accrued interest and taking into account deficiencies in prior deposits. Funds in tb. Sinking Fund .hall be need only to pay interest on the Bond., when due, to pay the principal of maturing Bonds (including amortisation installments in connection with mandatory redemption of Bonds prior to the maturity thereof) and premiums, if any, with respect to the Bonds. G. RESERVE FUND. Funds on deposit in the Reserve Fund, if any, shall be need solely to cure deficiencies in the Sinking Fund with respect to Outstanding Roods. If funds on deposit in the R.aerv. Fund exceed the Rewires Requirement, such excess shall be transferred to tb. Sinking Fund. Any proved, rsceiv.d from a Re.er» Product Provider shall be applied immediately to cure deficiencies in the Sinking Fund. The Lower shall not be required to deposit to the Reserve Fund proo..da of any sari.. of Bonds i..u.d hereunder in an amount equal to the Reserve Requirement if it provides on the data of issuance of such caries of Bonds in lieu of such funds a Reserve Product Wined by a Reserve Product Provider in an amount equal to the difference between the C-18 •,�.t -;r,.n THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 1 •eve Requirement and the suns then on deposit it the Reserve Yrmd. Such Reserve Product so provided above must rids for payment on any interest Payment Date or Principal Payment Lets (provided adequate nodes is given) on which a lol.ocy exists (or is impacted to exist) in moneys bald hereunder for a payment with respect to Bonds which cannot be ward Sande in any other a®unt held pursuant to this revolution and available for such puppoes, and 'ball mono the Trustee as bsnfidary thereof. Notwith.tardiag the foregoing however, in ao event shall the .uae of each Baser* Product be emitted if it would cause an impairment in any existing rating on the Bonds or any saris* thereof. Ha diabwrsement l" made ea a Rawrte Product, the la.uer shall be obligated to reinstate tbs maximum limits of such Reserve Product immediately lowing such disbmeem.nt or to replace such Rewires Product by depositing .ado the Ra.ervv Fund from the first Pledged venues available for deposit, funds in tba mnximom amount originally payable under such R.s.rvs Product, plus amomata nary to reimburse tb. Bas*rve Product Provider for previous disbursements made pursuant to inch Reserve Product, or a abination of such alternatives, and for purposes of Section 17F abova, amounts usoeaaary to satisfy such reimbursement ligation and other obligations of the lamer to such a Reserve Product Provider 'ball be deemed required deposits into the serve Fund. but &hall be used by the lamer to sandy its obligations to the Reserve Product Provider. H REBATE FUND. The lamer covenants and agrees that, on an annual balls and upon the final maturity of ab semis* of Bonds issued hereunder, it shall make or have mode allneaseistry determination' and calculation of the Rebate mount and will deposit or cause the Trustee to deposit into the Relate Fund from investment earnings on moneys deposited the other funds and accounts created hereunder, or from any other legally available fiords of the Issuer, tha amount sseary to increase the balance in the Rebate Fund to the Rebate Amount. 'lb. Lamar 'hall use each moneys deposited in • Rebate Account only for the paymennt of tb• Rebate Amount to the United States as required by Section 17J hereof. Funds deposit in the Rebate Fund in excess of the Relate Amount, however, may be withdrawn and paid over to the Issuer. In mplying with the foregoing, the Issuer miry rely upon any instructions or opinion from Bond Counsel If any amount shall remain in the Rab t& Fund after payment in full of all Bonds issued hereunder and after syment in full of the Rebeta Amount to the United States in accordance with the terms hereof, such amounts shall be reliable to the Issuer for any Lawful purposes. The Rebate Amoimt shall not la impr.a ed with a lien in favor of the Bondholders, the Bond Inauaer or the rusts. and the moneys therein shall bs.available for use only ea herein provided. Money and investments in the Rebate Fund shall not be used for the payment of debt marries on the Bondi, ad, any provision bared to the oartrery notaithetendin,g. amounts credited to tb. Rebate Fund shall b f es and clear of any an hereunder. Moneys and inve tamanta in the Rebate Pund shall be inv..ded pursuant to tb. procedures and In the manner reviled in Section 171 Notwithrt.ndj,yg any other provision ber.of, including in particular Section 2O hereof, than oh1igsbnn to pay ever the Rebate Amount to the United States of America and to comply with the other requirements of Sect(on 17J and this Section 1TH eball survive the defeasanos or payment in full of the Bonder L INVFBIM NT or FUNDS. (1) T. fund. and ecoonnta eeteblisbsd by this Resolution shall constitute trust funds far all of the purposes rovid.d herein and shall bs continuously secured in the name manner as governmental deposit+ c% sotborin.d to be reur.d ry the laws of the State of Florida. (2) Money held for the credit of the Revenue Fund, the Sinking Fund, the R.aar.. Fund or the Robed.. Rand shallb. inv.atad and reinvested only in Governmental Obligations.w in .any .open end or dosed end management type investment company or investment trust as permitted under Florida Statute 860.41.6, as amended. Such investments shall meter, or be redeemable at not leas than tort and not later than the respective dates, as estimated by the Issuer, that the moneys held for the credit of said Funds will be needed for the purpose of such Funds. If the Issuer fail" to direct the investment of any moneys bald by the Trustee under this Revolution, such moneys shall be invested in any open sod or dosed end management type investment company or investment trueas permitted under Florida Statute 880.416, as amended. Obligations so purchased as investment+ of moneys in each such Fund shall be deemed at all times to be ■ part of ruck Fund. All income and profits from investments of funds in the Revenue Fund and the Sinking Fund shall he retained in inch Fund. and used and applied as provided above. All income and pvofita from investment of funds in the C-19 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS v'.' .�_......:`_��•... • • DOCUMENT. • Reserve Fund shall be retained in the Reserve Fund to the extaci that the amount therein is not equal to the R.«an. Requirement until such time as the amount therein is equal to ties Reserve Requirement and shall thereafter be depo.it.d la the Revenue Fund and used and applied a provided above. Notwithae.nding the foregoing, however, income and p'c&ti derived from investments of moneys in such funds may, at the option of the Ianear, be transferred to the Rebate Fund and be applied to the payment of the Rebate Amount. All income and profits from investment, of funds in the Rebate Fund shall be retained therein and applied to the payment of the Rebate Amomt or as otherwise provided Benin In computing the amount on depomit.to the credit of any Fund, obligations in which money in such Fund aball have been invested shall be valued at the lower of purchas price, amortised value or fair market value. The Trustee shall value the amount on each Fund after each payment of debt marries on the Bonds. J. TAX COVENANT. it is ties intention of the lamer and all parties under Its control that the Interest on the Bonds issued hereunder be and remain excluded from gross income for federal income to purposes and to this end the lamer hereby represents to and covenants with each of the holden of the Bonds Trued hereunder that it will comply with the requirements applicable to it contained in Election 10.9 and Part IV of Bulrh.ptar B of Chapter 1 of the Code to the azseot necessary to preserve the exclusion of interest on the Bondi issued hereunder from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the Issuer covenanta and agrees: 0.)to make or canes to be made all neoneesry determinations and calculations ofthe Rebate Amount and required payments of the Rebate mount (2) to est aside sufficient moneys in the Rebate Account or elsewhere, from the Pledged Revenue. or other legally aveilable funds of the lamer, to timely pay the Rebet. Amount to the United Btataa of America; (9) to pay the Rabat. Amount to the United States of America from the Pledged Revenues or from any other legally available funds, at the times and to the extant required pursuant to Section 148(f) of the Code; (4) to maintain and retain all records pertaining to the Babat. Amount with respect to the Bonds lammed hereunder and required payments of the Rebate Amount with reaped to the Bonds for at least six years after the final maurity of the Bonds or such other period . shall be n.oeseary to comply with the Cods; and (5) to refrain from taking may action thud would cause the Bonds ierued hereunder to become arbitrage hoods under Section 148 of the Coda. Tie Issuer under -vend. that the foregoing co..u.ao . impose continuing obligation. en the Lamer that will ezi.t a. along a the req uinmenta of Section 103 and Part W of Bol.ch.peer B of Chapter 1 of the Code are applicable to the Bonds. Notwithstanding any other provision of this revolution, including, in particular Section 20 hereof, the obligation of the Issuer to pay the Rebate Amount to the United Stet.. of America and to comply with the other requirementa of this Section 17J and Section 172 hereof shall survive the dafeaaance or payment in full of the Bonds_ BOOKB AND RF!'ORDB. 'The loner .hall keep separately identifiable finApeial hooks, records, aJCnunti end data concerning the receipt and disbursement of the Pledged Revenues, and any Bondholder shall have the right at all reasonable times to inspect the same. L. ISSUANCE OF OTHER OBLIGATIONS. The lisoar will not hereafter lieu► any other obligations payable from the Pledged Revenues, or any of them, tar voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge having priority to or being on ■ parity with the lien of the 1990 Bonds issued pursuant to this Resolution and the interest thereon, upon the Pledged Revenue., except under the conditions and in the manner provided heroin. Any obligations jammed by the Lauer other than the 1990 Bonds herein authorized and Additional Bonds provided for in Section 17M herein, payable from the Pledged Revenues, shall contain an express statement that such obligations are junior and subordinate in all respect to the Bondi a to lien on, /Dinoe of and security for payment from the Pledged Revenues. Id_ ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. Additional Bondi, payable on . parity from the Pledged Revenues with the 1990 Bonds, as provided herein, can be issued and delivered only if C-20 THIS DOCUMENT IS A SUBSTITUTION 70 ORIGINAL, BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT, (1) There shall be executed and filed with the Issuer a consent by the Bond Linnet, if any, to the ieavenos of :h Additional Bonds. R)Each ordinance, resolution, or other .n.hling in.trunbent. authorizing the issuance of Additional Bonds II recite that all of the covenants herein contained will be applicable to such Additional Bonds. (3)There shall have been no reduction in the Ouaraat..d Entitlement pledge and there shall have been no rtailing or any attempt to curtail any payment of Tax Increment lichee/due" that the CRA or the leaner is entitled to. (4) Tb. Chief Financial Officer of the Truer shall file with the Trustee a certificate, to the affect that >) the mar u not in default in tbe performance of any of the eoeenanta and obligations aaamnad by it hereunder or under any iinanae, resolution or other enabling instrument of the Issuer pursuant to which Additional Bond, have been leaned. and Cii) payments herein required to have been made into the funds and eroounta provided by this Resolution or by such other iinance, resolution or enabling instrument shall, as of anch date, have been made in full to the extent required_ (8)The City Attorney shell file with the Trustee an opinion to the effect that the isuanoe of.uch Additional ands has been duly authorised and that all conditions precedent to the delivery alma Additional Bonds ham been fulfilled. (8) An opinion of Bond Counsel shall be delivered to the Clerk to the effect that the issuance of such iditional Bonds will not impair the exclusion from grows income for federal income tax purposes of interest paid on any Hods issued hereunder and then Outstanding. (l)There shall have been obtained and filed with the Leaner a certificate by the Chief Financial Officer rtifying the amount of the (a) Guaranteed Entitlement and (b) Tax Increment Revenue" received by the laser as determined 2der standard auditing procedures for any twelve (12) ° naecotin month. out of the twenty-four (24) cocoa utivs months nmediately preceding the calendar month In which such Additional Bonds sue proposed to be issued. In rendering. tutu ,rtificate the Chief Financial Officer may rely upon audited financial statement. of the Lauer prepared by independent ratified public aomuntants_ (8) There shall have been obtained and filed with the Issuer a certificate of the Chief Financial Officer ursuant to which be sba11 certify that the Guaranteed Entitlement and the Tax Increment Revenue* as certified in paragraph ') above were at least equal to one hundred twenty-five percent (126%) of the Maximums Bond Service Requirement payable 'ith respect to ell Bonds then Outstanding.under this Resolution (other than Bonds which an to be retired or defeated upon he i..i eve of ouch Additional Bonds) and any Additional Bonds proposed to be issued. N. MUNICIPAL DEPOSITORIES. All finds and accounts created under this Resolution shall be deposited red maintained in one or more Authorised Depositories a" shall be determined by the Chief Financial Officer of tb. Leaver. 0. PAYING AGENTS. The Trustee shell transfer, from the Sinking Fund and account. .stablisb.d in tune fiction 17, to the Paying Agent an amount sufficiant to pay when due the principal or, interest on and redemption premium, if .ny, with respect to the Bonds. P. ENFORCEMENT OF COLLECTIONS. The issuer will diligently enforce its right to receive the Pledged t.venuea to the extent lawful, will not take any action that will impair or adversely affect its rights to levy, collect and receive • h. Pledged Revenues as herein provided, or impair or adversely affect in any manner the pledge of the Pledged Revennee eerie herein, in each case, that would impair the righta of the Bondholders to receive payment for the Bonds. The Isso.r ■hall unconditionally and irrevocably obligated, ace long as any of the Bonds are outetancling and unpaid, to Wu all lawful action ,.cas.ary or required to continue to entitle the Issuer to receive the Pledged Revenues in at least the amount. required 'by this o..o l uti on for payment of the Bonds_ SECTION 18. THE T RUB'TY.E. A. The Trustee shall signify its acceptance of the duties and trusts hereby imposed and c eetod by a writing ,l.livsred to the Ionics prior to the issuance of the Bonds, to all of which the lssuer agrees and the reep.cii.. Bondholder, by their purchase and acceptance of the Bonds, agree. B. The Trustee may execute any of the trusts or power' of thi. Resolution and perform the duties required of the Trustee under thin Resolution by or through attorneys, eg.nta, receiver, or employees, and shall be entitled to obtain and rely on advice of oountel concerning all matters of trust and the Trustee's duties under this Resolution, and the Trustee shall not be answerable for the negligence or misconduct of any such attorney, agent, receiver, or employee selected by it with r.e.onoble care a.nd shall not be liable for any error of judgment made in good faith by an officer of the Trustee unless it is C-21 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL_ BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. proved that the Trustee was negligent in ascertaining the pertinent facia. Tie Truant* shell not bs answerable for the sxardse of any discretion or power under the Resolution or for anything whatsoever in connection with the trusts created in tills Resolution except only for ita own willful mishoondUct or Dogligerca, except that thin sent.tres does not extend the duties established by, or limit the exculpatory effect of, any other provision in Cola Resolution. C. The Trustee shall not las required to take notice, or be deemed to haw notice, of any dafauh under till. Resolution other than a default in payment, sale.. the Trustee has actual notice of much default, or unless specifically conned in writing of such default by the registered owners of at least tan percent (10%) in aggrsgnf+ principal amount of the Bond* then outstanding. The'P ust.e may, however, at any time, in its di.czwtion require of the Issuer full information and advice ea to the performance of any of the covenants, conditions and agreem.nta contained in this Regal titian_ D. The Trustee shall be under no obligation to take any action in respect of any default or toward the enforcement of any of the trusts seated by this Resolution or to institute, appear in or defend any omit or other proceeding in connection therewith, unless requested in writing to do ea by the registered owners of at least ten percent (10%) in aggregate principal amount of tha Bonds then outstanding, and if in the Trustee's opinion such action on may tend to involve the Trustee ice axpease or liability, unless furaishod, from time to time as often_ .s the Trustee may require, with reasonable security and Indemnity eatiafadory to the Trustee. E. The Trustee and any hank or trust company in common control with the Trustee may in good faith buy, sell, own, hold and deal in any of the Bond. issued under and secured by this B.rolution, and may join in or take any wises that any Bondholder may bs .ntitl.d to take with like effect as If the Trusts* were not a party to this Resolution. The bust.e and any bank or trust company in common control with the Trustee, .s principal'or agent, may also engage in or be interested in any financial or other transaction with the Lauer, and may an as depository, trustee, or .gent for any committee or body of Bondholders, P. The Trustee may resign and thereby oemme disc/urged from the trusts and duties created hereby, kg giving sixty(60) days prior written notice to the Issuer and by giving written notion to the Bondholders not less than sixty (60) days before much resignation is to take effect; provided however that such resignation shall take affect immediately upon the appointment of a new Trustee, if .orb new Trustee shall be appointed before the time limited by such notice and shall then s¢vpt the trusts and duties h.r.of, and provided further that no resignation .hall.b come affective unless and until a new trust.e ham been appoint. G. The Trustee at any time and for any reason may be removed by en instrument in writing, filed with the Trustee eo removed and executed by the mg/Morel owners of a majority in aggregate principal amount of the Bonds then outstandino appointing a .uoc.seor Trustee. The Trustee may not be removed pursuant to this subsection unless and until • successor Trustee ha. been appointed and has aoo.pt.d such appointment in accordance with suh.eetion E below. H. If at any time the Tru.tae shall resign, or shall be removed, or be dissolved, or otherwise become incapable of acting, or if the Trustee's property or ,Haire .hall be taken under the control of any state or federal court or administrative body because of insolvency or. bankruptcT, or for any other remmon, a vacancy shall thereupon exist in the officee of the Trustee and no appointment of a suma..or trustee shall be made pursuant to the foregoing provisions of thin ration, the registered owner of any Bonds on+t.nelirg hereunder or any retiring trustee may apply to any count of competent jurisdiction to appoint a aucces.or trust.*. Such nowt may thereupon, after such notice, if any, as such court may deem proper proscribe and appoint a successor trustee. L Any suooewor trustee appointed pure -mutt to this section shall be a bank or trust company organised and doing buuine.s under the laws of the United States or any data or territory thereof with trust power. and having combined capital and surplus of at least 060,007,000, if such a bank or trust company, willing and able to accept the trust on reasonable or customary terms can, with reasonable effort, be located J. If at any time the Trustee shall resign and rho appointment of a successor trustee shall be made pursuant to the foregoing provisions of this section prior to the data specified in the notice of resignation as of the delta when loch resignation shall take effect, then the Trustee or the registered owner of any Bond may apply to any coun-t of competent jurisdiction to appoint a .uccee.or trustee, such court may thereupon, after such notice, if any, as said court may deem proper, prescribe and appoint a.uwcessor trustee. K. Any successor trustee appointed under this section shall execute. acknowledge and deliver to the Lauer an C-22 iv naaim'H P�{d Jo've:Fg4 d �911°) 'PI.a°+4 m a7raq R '..nawa.g, PiBP"[d '43.P[o4 paw �o.if0n '•% 91)0 amm�k.I ro7FIT °o°an 4s 7'3a.;p o 19 0Ol .. I'dn°!�d �Ju 7m+oam "Ri io ¢aai.gi P otu:.1lli 1 4 13i...6 af:ao,4anp '.Jo !P-°OS It P .ip,m !g10I (') �8a.9a ..7ix.d iPq . 7a!mP°imr l..a°qoglp°m as i^4 tSaYP° 4;a'41 '4QO1.''Y3 P_40r t'd uR.4.7 atoa< Jo (R ; R ?-°� i u'pI•• agpaog)o.8aliun at'ia..aoa 6:4 .4!� .` jj uq £i ' PPt°4E°OH'97 q-,."#P• £ ZS1Im �9I+ [•W*tddnn:so joaoy,L 0Wpaam uo l°wc .lo,00avarp.%4c;.jo aaaggl ' MP .lu.agtu m;io 7agogTpR1.: as 'U' 9.L ''PQ0S:.066L "'; .Oava.n 'qi at JOt '1 01 °! woq Pm •!!ql: [4P''':!£ IIO,2i:mS1ZY HO NOLIJdIQOP6T `'LckaMK4Caad "S'1 a9 . ... L1 P _... y a.:.'F�'.rZ ..�.8. ; ,r . l' aK 2ul 1)u 0ac .i4.L�u* [R*_l 4. 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"'Z{y J., `�i�t:1 i:::y ..4 .;th)i�: > P'QOI•3Ri•• •,*nai artW (ja.z•q Q a _ F-7 _L f_C"_'� i�i>< n°g4'° P°'y '�•7•�'7 [I] '44 J'P®) p'si =; ••JaiL '�4? E•P*!°d 'll*4� " '- L+' i ?ol .' n41 j•r ':.44° :'I Pi,.'- dui' • - , t' 1Pa*i•RWII-1?a,LatJ7uoa!q; 04 10•91 9on47A1s.'7.+!4i'!i5a? •g1jo ix!4_. fu ize-xiq �n P 27 Jo aolV ..44 >a oSFtIO.M•'S !14i J'!4� .**J1.JO...ma. '1� !i9 • r•• 'girl*' IP 6- . mipas� .aonpibiefi.!NR1;. Qfl '.1.a� ds. gixgr of, noepoows.,ao. aoeriodim� a Jo '[iiod • aoge osoi • ' ' 3^ .? t -, tr" r i i , r q..,.,,,.'4,17 r 4.. 04 1f0� d2:. ',h-. N • 4iir aa4 0o pqO uG . JiN..at -QtO'Q r.:f_.��M.= �z JY uOgs.od.l00 atF � c !4d1r�,y..1•a� iL 5 195'9JI i 'q 1 151.04L Ain i p!° �Qo1ym .eJD 00 R.10dzo. p'11 "I / �v7 f .., `:J. Nl'u4lZ%" k'.S;4i�it3as�F�4pi[a,r!n1!+.tt..aan4�d Jn°"onu5.o '71Q!:4e►P•7g.a.!!i4Ro!.�,_7J!q•OFL!�. �q: . ,i• ''iR •, 30 ,L. a4?hn!4 PI9BaI'�, i qa:tii itiur.r i.',pn.. pt :P!v.•. .{'Y.,!.9r+•a5rtta'g.R...F ;. • .aT..4bv.a.g?i!±? L�d:.4* n:#0,i4-4:..-q1F7;!.a{.o•0'l�nXR!!::..!-;°�e:.3:ny._::.. .'f"!A•,"14,7icsr•Asi. ry y 64'8an.e o...'. ;;Z:90.4 !`.Si.A!1n'o!j' [•`' 0 •o?`•s J 0 ,R o o 0 t !!•Jd r !i .mp j.A4f4p!istog..?oe ,sirn,,,•y :t�" -.v ::v,: Luc q'.7vf«JOi.trc�n�� 4�j .,q.�. .a o wgnp'r nq tirrad'. 'L}a.dad'w{e1.. 'va.diaaao Jo iii '",.."",• o � • , L4 Pa rt : ''- •:.Za 0 '43:1i..r. P!1!.. koP co'4 u*4., .; • + -*i rtl `:o a4i°4 tu.'inb93Fa ..ern4 Jo. /.q n. aoda.+'gi Pg. 'a0ul,1?r I 'PR JrP ia4"*fodd. 9,iv 8U1 Ii 1a.*4.1 'IN 3WnJOa SIHl 30 0N3 3H11V N335 38 NV ) 1VNIDU 0 df1H*V8 1VNIDI8O 01 NOI1f1111S8fS V SI 1N3Wmoo SIH I THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. herein provided, or (c) that would reduce such percentage of Bondholders required above for wool modification. or amendments, without the oonsont of all of the Boodbolder. of Bond.. then Outstanding For the purpose of Bondholders' voting rights or consent., the Bonds owned by or held for the account of the lamer, directly or indirectly, shall not be counted. SECTION 20. DEI"EABANCE. If, at any time, the Issuer shall have paid, or shall have made provision for the payment of the principal, interest and redemption premiums, if any, with respect to the Bonds of any eerie. or any maturity thereof, and the fees and charges with respell thereto, then, in that event, the pledge of and lien on th. Pledged Revenue. in favor of the Bondholder. of each Bonds, and all other liens created hereby in favor of such Bondholders, ehall no longer be in effect with respect to such Bonds. For purpose. of the preceding sentonoe, the deposit of cash, Governmental Obligotione or bank certificates of deposit fully sec.r.d al to principal and intoreet by Governments! Obligations in irrevocable trust with a trttatee or a banking institution or trust company, for the Bole benefit of such Bondholder. (including moneys in the Funds created hereunder and available to be applied for such purposes), in an aggregate principal amount which, together with interest to accrue thereon, will be .uffrcient to make timely payment of the principal, . interest, and redemption premiums, if any, on such Bonds, ■hall be mnaidered 'provision for payment' if the same shall be.. been verified as sufficient for such purposes in a written report by a nationally recognized independent certified public accounting firm and if provision, aatisfectory to the Paying Agent, shall have been made with respect to all Paying Agent fee. and ezpenaes related to such Bonds. Nothing herein shall be deemed to require the Issuer to call any of the outstanding Bond. for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to impair the discretion atlas Iaeuer in determining whether to ezerci.e any such option for early redemption. If such conditions have been satisfied with respect to all Bonds issued hereunder and then outstanding, all moneys held in any Fund or Account created hereby that are in excess of the amounts required to pay or make provision for payment of the principal and interest on such Bonds may be withdrawn and the same shall be applied by the Issuer for any lawful purpose. SECTION 21. EVFNTe OF DEFAULT. Each of the following events ie hereby declared an 'event of default,' thet is to say cif: (a) payment of principal of any Bond shall not be made when the same shall become due and payable, either at maturity (whether by acceleration or otherwise) or on required payment dates by proceedings for redemption or otherwise; or (b) payment of any installment of inter.at shall not be made wbon the same shall biome due and payable; or (c) the Ia.uer ,hall for any rea.on be rendered incapable of fulfilling it. obligation. hereunder to the extent that the payment of or security for the Bond" would be materially adversely affected, and such conditions .ball continue unremedied for a period of thirty (30) days after the Issuer becomes aware or receive. notice of such conditions; or (d) an order or decree shall be entered, with the consent or acquiescence of the Issuer, appointing a receiver or receivers of the Issuer, or its watt., the Pledged Reveouee, or any part thereof or the filing of a petition by the Issuer for relief under federal bankruptcy laws or any other similar law or statute of the United States of America or the State of Florida, which shall not be dismissed, vacated or discharged within thirty (90) days after the filing thereof; or (e) any proceedings shall be instituted, with the consent or acquiescence of the Issuer, for the purpose of affecting a composition between the Taeuer and its creditors or for the purpose of Adjusting the claims of such creditors, pursuant to any federal or state statutes now or hereafter enacted, if the claims of such creditor, are under any circumstance. payable from the Pledged Revenues.; or (f) the entry of ► final judgment or judgments for the payment of money against the Issuer which subjects any of the funds pledged hereunder to a lien for the payment thereof in contravention of the provision. of this resolution for which there does not east adequate insurance, reserves or appropriate bond. for the timely payment thereof, and any such judgment shall not be discharged within ninety (90) days from the entry thereof or an appeal ■ball not be taken therefrom or from C-24 THIS DOCUMENT ISA SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCU ME NT. the order, decree or prooa a upon which or pursuant to which ouch judgment shall hare bean granted or entered, in inch manse Sr to "Lay the exaC161on of or Levy under such judgment, order, decree or wooers or tba enforcement thereof; or (g) the Lauer shall default in the due and punctual performance of any of the covenant', 000ditiona agrsementa and prorioone contained in the Bondi or in thla revolution on the pert of the Lauer to be performed, other than those mentioned in clause. (a) sad (b) above, and such default shall continue for thirty (70) aineecutln, days, after written notice .epedfying such default and requiring the same to be remedied shall have 'been given to the Loaner by the regietar. owners of not lea than tan percent (10') in aggregate principal amount of the Bonds, Outstanding. Notwi'l.et.ndir,g the foregoing, with respect to the events described in clause (g), the Issuer shall Dot be deemed in default hereunder if such default can he cured within s r.aooable period of time and tithe Iaeuer in rood faith iastitui.e appropri.te curative action and diligently pursues ouch action until the default hie been corrected. Prior to exercising any remedies under thi■ Section 21 Bondholders shall cooperate with hold.re of Series 1989 Bonds and other Outstanding Bonds, if ANY, or reproantatives thereof a that the interest of bolder* of the Seri.. 1989 Bootle and other Outstanding Booda, if any, and the Bondholders hereunder with respect to Guaranteed Entitlement are equally and ratably protected. SECTION 22. ENFORCEMENT OF REMEDIES. Upon the happening and continuance of cry .vent of default specified in Section 21 above, tb.o and in every such w., the Trustee may proceed, and upon the written request of the owners of not lees than twenty-five percent Q6t) la aggr.gwts principal amount of the Bondi and the Bond Insurer, mull proceed, subject to the provisions of Sections 18D and 26 hereof, to protect and enforce the rights of the Bondholder. ruder the laws of the Nita of Florida, including tb. Act, and under this resolution. by such suits, actions or special proceedings in equity or at law, or by proc..dinp in the office of any board, body or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid of execution of any power berein granted ..r for the enforcement of any prop.r_l.gal or equitable remedy, all as the Trustee, being advised by couna.l, &hall deem moat effectual to prvtact and .nforte such rights In the enforcement of any remedy against tbs Issuer under this resolution the Trustee shall be entitled to sue for, enforce p■ym.ot of and retain, any and ell amounts then or during any default becoming, and at any time r.orainiag, duo from the Lauer for principal, Interest or otb.rwi.e under any provisions of the resolution or of.uch Bonde and unpaid, with Interest on overdue payments of principal and, to the extent permitted by law, on interest, at the rata or rates of interest specified in inch Boos., together with any and all costa and expense of collection ast of all proceedings hereunder end under such Booth, without prejudice to any other right or remedy of the Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the Issuer, but solely as provided herein and in such Bonds, for .uy portion of such .mouata remaining unpaid and interest, costs and espsnee. as abon provided, and to collect (but solely from moneys in the Pinking Fund, the Reear v. Fund and any other moneys .vailable for sucb purpose) in any manner provided by law, the moneys •diudg.d or decreed to be payable. SECTION 21. ACCKI.8FEAT1ON OF MATURITIES. Upon the happening and continuance .,reeve, event of default specified in &ction 21 above,-tbsn and -La .nr7 .uch taw.tbe Trirtee msy, aid upon the written request of the owners of not lase than a majority of the aggriprte principal amount of Bonds Outstanding shall, by ■ notice in en-iting to tb. Iuer, declare the pr-iadpal of all of the Bonds then Out.tanding (if not then due and payable) and accrued I nie,e.: thereon to he due and payable immediately, with such premium as may be required for optional redemption and upon .ucb declaration the same .hall become and be immediately due and payable, anything contained Ice the Bonds or in this resolution to the contrary notwithstaoding provided, however, that if at any time attar the principal of the Bonds shall have beer so declared to be due and payable, and before the entry of final jib:Iv/ it or decree in any nowt, action or proceeding instituted on amount of such default, or before the completion of the enforcement of any other remedy under this resolution, money. shall hays accumulated In the appropriate Funds and Accounts crested under this resolution sufficient to pay the principal of all matured Bonds end all arroers of interest, If any, upon all Bonds then n„ +amending (except the principal of any Roods not than duo and peyeble, by their terms and the interest accrued on such Borate sine the lest interest payment date), C-26 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. and the charges, compensation, sappier, disbursement, advancer and 1taMtltre d the Trustee and all other amountai th.• pe,yabls by the Leer b.r.und.r shall have been paid or a a m r ride t to pay the same shall have been set add., and erer7 other default known to the Truatee, is the observance or performances at any covenant, condition, agreement or provieicn contained in the Bonds or in this r+.olutioo (other than a default in the payment of tee principal of sorb Bonds then dies aral payable only because of declaration under this Section) shall have been remedied to the sWJsfaotlon &the Trustee, then and In every rush case the irtutes may, and upon the written request of the owners of not lees than a ma jrity in aggregate principal amount of the Bonds Outstanding shall, by written notice to the Ismer, rescind and annul such declaration and its consegwnoee, but no each rescis.ior or annulment shah extend to or affect any subsequent default or impair any tight consequent thereon. SECTION 24. EFFECT OF DISCONTINUING PROCEEDINGS_ ID case any proceeding taken by the Trustee or any Bondholder on account of any default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the 'hwtae or such Bondholder, then and in .vary such rase the Laver, the Trust.. and Bondholder, .hall be restored to their former positions and right& hereunder, respectively, and all rights, remedies and powers of tb. Trustee shell continue as though to such proceeding had been taken. SECTION 26. DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS Anything in this resolution to this contrary Dotwith taadiog, the holders of • majority in aggregate principal amount ofth. Bonds Otrtstandicg shall hays the right, by an instrument or concurrent inatrumant& in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder, provided that such direction .bell Dot be otherwise than In accordance with leer or the provisions of Section 18 of tide Resolution, sad that the Trustee shah have the right to decline to follow any such direction which In the opinion of the Trustee would b. u41ustly prejudicial to Bondholder+ not partied to such direction. SECTION 28. RESTRICTIONS ON ACTIONS BY INDIVIDUAL BONDHOLDERS. No Bondholder shall ham any right to institute any salt, action or proceeding in equity or at law for the ar..cution of any trust hereunder or for any other remedy hereunder unload sua Bondholder previously shall have given to the Trustee written notice of th..vent of default on amount of which such suit, action or proceeding is to be taken, and unlw the holders of not Ise then twenty-flaye percent t28%) in aggregate principal amount of the Bonds Outstanding aba11 hen mad. written request of the Trustee after the right to mercies such powers or right of action, u the ease may be, .hall have ac ru+d, ased shall ease afforded the Trustee . reaeombla opportunity either to proceed to exercise the powers hareiaabor granted or to institute inch action, stilt or proceeding in its or their name, and unl.r, aleo, there shall have been offered to tb. Trustee reasonable security .end indemnity against tb. coat&, expend and liabtlitir to he incurred therein or thereby, !Deluding the na.onab1e fire of its attorneys Gncluding feu on appeal), and the Trustee .hall have refused or neglected to comply with such request within s reasonable time and such notificstion, request and offer of irodemnitt are hereby declared In every such car, at the option of the Truro', to he conditions precedent to th..xecution of the powers and trusts of this re.olution or for any other remedy hereunder. It is understood and intended that Do one or more o,rnera of the Ronda hereby r.cured .hall have any right is any manner whatay.r by his or tbatr .coon tc affect, disturb or prejudice the a.curity of this resolution, or 10 inform any right bore under, except in the manner bars in provided, and that all proceedings at law or in equity shall he Instituted, had and maintained in the manner beanie provided and for the benefit of all Bondholders, and that any individual rights of action or any other right given to one or more of such owners -by l.w are restricted bey this -resolution to the rightsand remedies benin provided. Nothing rsotaiD.d herein, however, shall affect or impair the right of any $ondholdar, individually, to enforce tb. payment of tbe principal land interest on his Bond or Bonds at and after the m.turity thereof, at tins time, plan., from the source and 1n the manner provided in this resolution. SECTION 27. FRO RATA APPLICATION OF FUNDS. Anything in this resolution to this contrary notwithstanding, if at any time the Pledged Revenues shall Dot b. euffia.zit to pay the principal of or the interval an the Bonds, u the case m.y be, as the game become due and payable (either by their terms or by acceleration of maturities), such funds, together with any funds then available or thereafter becoming available for such purpose, whether through tb. sxarciss of the remedies provided for in this resolution or otb.rww, shall, after payment of all reasonable fees of Trusts., Paying Agent, Bond Registrar and Authority Agent, be applied as follows: C-28 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (a) Unless the principal of all th. Bonds shall have become du. end payable, all such fund..hall 6. applied (1) first, to the payment of all installments of interest than due, in the order of the maturity of the installments of ruch interest, to the persona entitled thereto, ratably, without any discrimination or preference, and R) then, to the payment of all installments into th. Interest Amount and then into tb. Principal Amount or Redemption Account in th. Sinking Fturd, in the order of the requirement for the deposit of .uch installments, or ratably if in the acme order of payment, without discrimination or preference. (b) If the principal of all the Bonds ahall have become due and payable, all such finds shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over intr.d or of entered over principal, or of any installment of interest over my installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due, respectively, for principal and interest, to the persons entitled thereto without any dissemination or preference except as to any difference in the reepestire rates of interest specified in the Bonds. (c) If the principal of all such Bonds shall have been declared due and payable and.if such declaration. shall thereafter have been rescinded and annulled under the provisions of Section 24 above, then, eubjact to the provisions of paragraph (b) of this Section in the event that the principal of all such Bonds aball later become due and payable or be declared due and payable, the funds remaining in and thereafter accruing to the Sinking Fund or the Reserve Fund shall be applied in accordance with the provisions of paragraph (a) of this Section Whenever fund. are to he applied pursuant to the provisions of this Section, ouch funds . tell be applied at such times, and from time to time, .. the I..u.r or the Trustee, as the caw may he, ea ita solo discretion - hell determine, having due regard to the amount of such funds available for application and the likelihood of aM(irional funds + miag available for .such application in the future; the setting acide of such funda, in trust for the proper purpose, shall .•natituto proper application of such funds. Whenever such disoetion in applying .uch funds shall be exercised, tb. date Itch shell be an interestt payment date unlace a.nothar date more suitable shall be fixed) upon which such application is to he ride such be fixed by the Issuer or the Trustee and upon such dots interest on the amount. of principal to be paid on such date . bell cease to accrue. Such notice au shell be deemed to b. appropriate of the filing of any such date ghat] be given. No i•..ymeut to the owner of any Bond shall be required unlew such Bond shall be presented to the Trustee or to the Issuer, as the • roay be, for appropriate endorsement or for cancellation if fully paid. SECTION W. SUBROGATION. Notwithstanding anything in thin revolution to the •..otrary, if the principal, interest and redemption premium, if any, with respect to any series of Bonds are paid by a Bond I rouser or Reserve Product Provider with respect to such series of Sonde, the pledge of the amounta or deposit from time to .nnn in the funds and account. created hereby and all covenants, agreements and .other obligations of the Lauer to the I6,ndbolder. of such series of Bonds ehell continue to e:a.t and the Bond Insurer and/or the Iitemerve Product Provider, to the tent of any, payment by ouch entity with respect to .ucb earner of Bonds shall be rubrogated to the righta of such II,ndboldero. SECTION 29. BOND INstnu R'8 RIGHTS. Upon the occurrence of an event of default ..,.der this resolution, and no long as no event described in Section 90 hereof shall have occurred with respect to the -Bond l o.urer, the Bood Insurer •hall, to the extent permitted by law, be deemed a holder of all of the Bonds of the series insured by .rich Bond Insurer for the purpose of receiving notices and the sole holder of such Bonds for purposes of giving any approvals, actions and requesta or exercising any other remedial rights under the terms of this resolution. SECTION 30. LIMITATION ON RIGIrm OF BOND INSURER. Notwithstanding any ••iher provision contained in thi• resolution to the contrary; (i) If a Bond Insurer shell be in default in the doe and punctual performance of ita obligations under its Municipal Bond Insurance Policy or if such policy for whatever reason le not then enforceable and in full force and effect; or (li) If a Bond /neuter shall apply for or consent to the appointment of a receiver, custodian, C-27 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. trustee or liquidator of such Bond Insurer or of all or a suhatantiai part of its assets, or shall admit la writing its inability, or be generally payable, to pay its debts as such debts become due, or shall maks a general assignment for the benefit of it+ creditors, or commence s voluntary case under the Federal Bankruptcy Coda (as now or hereafter in effect) or shall file a petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganisation, winding up or composition or adjustment of debts, or shall fail to convert in a timely and appropriate manner, or acquiesce in writing to, any other petition filed against such Bond Insurer in any involuntary clue nndar said Fedara1 Bankuptcy Code, or shall take any other action for the purpose of effecting the foregoing or fiii) If a proceeding or case shall be commenced without the application or consent of a Bond lnsiaer, in any court of competent jurisdiction seeking the liquidation, reorganisation, dissolution, winding up or composition or romdjustment of debts of such Bond Insurer or the appointment of a trustee, receiver, custodian, or liquidator or the Ilia, of ankh Bond Insurer or of all or a substantial part of its am.eta, or similar relief with respect to such Bond Las -firer under agy law relating to bankruptcy, insolvency, reorganization, winding up or composition or adjustment of debts, and each proceeding or came ahal) continue undiemuaaed and an order, judgment or decree approving or ordering any of the foregoing shall be entered and continue rnstayed in effect for a period of sixty (80) days from the commencement of such proceedings or ease, or any order for relief against such Bond Insurer shall be entered in any involuntary cane under said Federal Bankruptcy Cock; then and in any such event such Bond In.urvr shall not be entitled to any rights specifically granted to it herein to consent to, approve or participate in any actions proposed to be taken by the Leiser, a Bondholder or any of them pursuant to this resolution. C-28 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 31. SEVERAZILITY. If any one or more of the ooveruurta, agreements or provisions of this Resolution should be held contrary to any express provision of law or oontriiry to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whidaoever be held invalid, then ouch covenant*, agreements or provisions shall he null and void and sititll be eitiercad separate from tbe nkr4aiming covenanta, agreements or provisions of tide Resolution or of the Bonds issued hereunder. SECTION 32. REPEAL OF INCONSISTENT RESOLUTIONS. All resolutione or part thereof. Including, without limitation, Resolution No. 90-0198, in conflict herewith are hereby repealed. SECTION 33. EFFECTIVE DATE This Revolution shall be effective immediately upon ita adoption.. PASSED AND ADOPTED, this day of NOvember, 1990. Matty Hirai, City Clerk Prepared and Approved by: kasiortant City Attorney C-29 Xavier L. Suarez, Mayor Approved Al To Form and Conectoiesec Jorge L. Fernandez, City Aftonaey THIS DOCUMENT IS A SUBSTITUTION,' TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. APPENDIX D [Form of Co -Bond Counsel Opinion] Miami, Florida November 15, 1990 The City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133-0708 Re: City of Miami, Florida Community Redevelop- ment Revenue Bonds, Series 1990 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance and sale by The City of Miami, Florida (the "Issuer") of its Community Redevelopment Revenue Bonds, Series 1990, in the original aggregate principal amount of $11,500,000 (the "1990 Bonds"). All terms used herein in capitalized form and not otherwise defined herein shall have the same meanings as ascribed to them under Resolution No. 90-0196, adopted by the City Commission of the Issuer on March 8, 1990, as supplemented by Resolution No. 90- , adopted by the City Commission of the Issuer on November 8, 1990 (collectively, the "Resolution"). The description of the 1990 Bonds in this opinion and other statements concerning the terms and conditions of the issuance of • the 1990 Bonds do not purport to set forth all of the terms and conditions of the 1990 Bonds or the Resolution, or any other document relating to the issuance of the 1990 Bonds, but are intended only to identify the 1990 Bonds and to describe briefly certain features thereof. Proceeds of the 1990 Bonds shall be applied to the acquisition of certain real property located in the South East Overtown/Park West area of the Issuer and the improve- ment thereof to facilitate the construction and development of multi -family residential facilities, commercial develop- ment and public improvements constituting a redevelopment D-1 j1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City of Miami, Florida November 15, 1990 Page 2 project, the construction of certain public improvements and the repayment of a loan made by the U.S. Department of Housing and Urban Development to the Issuer (collectively, the "Project") and to reimburse the Issuer for certain expenditures previously incurred by the Issuer in connection with the Project. The 1990 Bonds are dated November 1, 1990, were issued in fully registered form, and bear interest on the outstanding principal balance thereof from the date thereof at the rates per annum described in the Resolution. The 1990 Bonds shall mature as provided in the Resolution, and are subject to mandatory and optional redemption prior to maturity in the manner and upon the terms and conditions set forth in the Resolution. The 1990 Bonds are payable both as to principal and interest solely from the guaranteed entitlement portion of the state revenue sharing funds available to the Issuer pursuant to the provisions of Part II, Chapter 218, Florida Statutes, in an amount not in excess of $300,000 per year, certain tax increment revenues and certain other funds, all as described in the Resolution (the "Pledged Revenues"). The 1990 Bonds and the obligations evidenced thereby do not constitute a general debt, liability or obligation of the Issuer or the State of Florida or any political subdivision or agency thereof, or a pledge of the faith and credit or the taxing power of the Issuer or the State of Florida or any political subdivision or agency thereof. The Issuer is not obligated to pay the indebtedness evidenced by the 1990 Bonds or any interest thereon except from the Pledged Revenues, and neither the faith and credit nor the taxing power of the Issuer or the State of Florida or any political subdivision or agency thereof is pledged to pay the principal of, premium, if any, or the interest on the 1990 Bonds. In rendering the opinions set forth below, we have examined certified copies of the Resolution, the Interlocal Cooperation Agreement, dated as of March 31, 1983, as amended (the "Interlocal Cooperation Agreement"), between the Issuer and Dade County, Florida (the "County"), the Interlocal Agreement, dated as of November 8, 1990 (the "Interlocal Agreement"), between the Issuer and the Community Redevelopment Agency of The City of Miami (the "CRA"), and various certificates and opinions delivered in D-2 - THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City of Miami, Florida November 15, 1990 Page 3 connection therewith, and are relying on the covenants and agreements of the Issuer contained therein including, without limitation, the covenant of the Issuer to comply with the applicable requirements contained in Section 103 and Part IV of Subchapter B of Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"), and applicable regulations thereunder, to the extent necessary to preserve the exclusion of interest on the 1990 Bonds from gross income for federal income tax purposes. We have also examined original copies of the Notice of Intent to Issue Bonds and Request for Written confirmation, filed by the Issuer with the Division of Bond Finance of the State of Florida (the "Division"), and the original entry thereon by the Division of Bond Finance confirming an allocation to the Issuer under Section 159.805(5)(a), Florida Statutes, in the total amount of $11,500,000 for the 1990 Bonds, affidavits of publication executed by the Legal Advertising Representative of THE MIAMI HERALD, validation proceedings in the Circuit Court of the Eleventh Judicial Circuit of Florida, in and for Dade County, Florida, and other proofs submitted to us relative to the issuance and sale by the Issuer of the 1990 Bonds. In addition to the foregoing, we have examined and relied upon the opinion dated the date hereof of Jorge L. Fernandez, City Attorney, and such other agreements, documents and opinions, including certificates and representations of public officials, officers and representatives of the Issuer, and various other parties participating in this transaction, as we have deemed relevant and necessary in connection with the opinions set forth below. We have not undertaken an independent audit, examination, investigation or inspection of the natters described or contained in such certificates and representations, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures on all documents and instruments, the authenticityof documents submitted as originals and the conformity to originals of documents submitted as copies. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the United States of America. D-3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City of Miami, Florida November 15., 1990 Page 4 Based upon and subject to the foregoing, we are of the opinion that: (1) The 1990 Bonds are valid and legally binding special obligations of the Issuer, payable solely from the Pledged Revenues in the manner described in the Resolutions. (2) Under existing law, the interest on the 1990 Bonds (including any original issue discount properly allocable to a holder thereof) is excluded from gross income for federal income tax purposes, except that no opinion is expressed as to the exclusion of such interest from gross income for any period during which the 1990 Bonds are held by a person who, within the meaning of Section 147(a) of the Code, is a "substantial user" of the Project or a'"related person" to a "substantial user." The opinion expressed above is conditioned upon compliance by the Issuer with its covenants relating to certain arbitrage rebate and other tax requirements contained in Part IV of Subchapter B of Chapter 1 of the Code, to the extent necessary to preserve the exclusion of interest on the 1990 Bonds from gross income for federal income tax purposes. Failure of the Issuer to comply with such requirements could cause the interest on the 1990 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 1990 Bonds. In addition, notwithstanding the foregoing, under the Code, interest on the 1990 Bonds will be treated as an item of tax preference for purposes of the alternative minimum tax imposed on individuals and corporations. Other provisions of the Code may give rise to adverse federal income tax consequences to particular Bondholders. The scope of this opinion is limited to matters addressed above and no opinion is expressed hereby regarding other federal tax consequences that may arise due to ownership of the 1990 Bonds. (3) Under existing law, the 1990 Bonds are exempt from all present intangible personal D-4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City of Miami, Florida November 15, 1990 Page 5 property and documentary stamp taxes imposed by the State of Florida. Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no affirmative obligation with respect to any change of circumstances or law after the date hereof that may adversely affect the exclusion from gross income for federal income tax purposes of interest on the 1990 Bonds. All opinions as to the enforceability of the legal obligations of the Issuer set forth herein are subject to and limited by (i) bankruptcy, insolvency, reorganization, moratorium or similar laws, in each case relating to or affecting the enforcement of creditors' rights, and (ii) applicable laws or equitable principles that may affect remedies or injunctive or other equitable relief. This opinion shall not be deemed or treated as an offering circular, prospectus or official statement, and is not intended in any way to be a disclosure document used in connection with the sale or delivery of the 1990 Bonds. The scope of our engagement in relation to the issuance of the 1990 Bonds has been limited solely to the examination of facts and law incident to rendering the opinions expressed herein. We have not been engaged nor have we undertaken to review or verify and therefore express no opinion as to the accuracy, adequacy, fairness or completeness of the Official Statement or any exhibits or appendices thereto or any other offering material relating to the 1990 Bonds, except as otherwise set forth in our opinion to the underwriters dated as of the date hereof. In addition, we have not been engaged to and therefore express no opinion as to the compliance by the Issuer or the underwriters with any federal or state registration requirements or security statutes, regulations or rulings with respect to the offer and sale of the 1990 Bonds including, without limitation, the Glass-Steagall Act. Sincerely yours, HOLLAND & KNIGHT AND BARNES, DARBY & McGHEE D-S. 27387-16 8487APPD:WP122 21/12/90 THIS DOCUMENT IS SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AY THE END OF THIS DOCUMENT. E)th; .CS PRELIMINARY OFFICIAL STATEMENT DATED NOVEhIBER 1, 1990 h I tt MOP: Ratings: Only) Moody s: Baal Standard & Poor's: tar ,q,inin,r of Co -Bond Counsel, under existing lase, and conditioned upon compliance with certain arbitrage rebate and • •r,,, requirements referred to herein, interest on the Series 1990 Bonds is excluded from gross income for federal income va, pwrx. Sec, however, "INCOME TAX EFFECTS" herein for a description of certain alternative minimum taxes imposed Lrhhu,ls and corporations and certain other loses applicable to corporations. Co -Bond Counsel is also of the opinion r rh. Scrirs 1990 Bonds ore exempt from nil present intangible personal property taxes imposed by the State of Florida. $11,500,000° CITY OF MIAMI, FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS Series 1990 I r.,t,•,I , 1990 Due: The Communityy Redevelopment Revenue Bonds, Series 1990 (the "Series 1990 Bonds") will be issued by The Cit •-1 \Ii.rmi Florida (tire "City") in registered form only, in denominations of $5,000 each or any integral multiple thereof. ;•-,.„•sl on the Series 1990 Bonds is payable commencing on April 1,1991, and semi-annually thereafter on each October i„! April 1. The Series 1990 Bonds when issued, will be registered in the name of Cede & Co:, as nominee for The Trust Company, New York New York ("DTC"), acting as securities depository for the Series 1990 Bonds. ithial purchases of the Series 1990 Bonds will be made in book -entry form only in denominations of 45,000 or any' "•i,•r:tal multiple thereof. Purchasers of the Series 1990 Bonds will not 'receive physical delivery of the Series 1990 Bonds. ,.,,,,less of the Series 1990 Bonds will be effectuated through a book -entry system as described herein. As long as DTC •., ,c, nominee is the registered owner of the Series 1990 Bonds, payments of interest on and principal of the Series 1990 it. mils will be made to DTC or Rs nominee which in turn is responsible for remitting such principal and interest !emits to DTC Participants (as defined herein) for subsequent disbursement to the Beneficial Owners (as defined (•. of the Series 1990 Bonds. Such payments of principal and interest to DTC or its nominees shall be made by It.,r,rctt Banks Trust Company, N.A., Jacksonville, Florida, as paying agent (the "Paying Agent"), to be subsequently ▪ .I„ I,+irscd to the Beneficial Owners of the Series 1990 Bonds. • rThe Series 1990 Bonds will be subject to optional redemption and mandatory sinking fund redemption prior to ,,,.,turity by the City. See "REDEMPTION PROVISIONS" herein. The Series 1990 Bonds are payable solely from the Tax Increment Revenues (as described herein) received by the t:ity from the Southeast Overtown/Park 'v%'est Redevelopment Area (as described herein), together with certain t_n;a•:uiteed Entitlement Revenues (as described herein) of the City and monies held in the funds and accounts (other than the Rebate Fund) established under the Bond Resolution (the Pledged Revenues"). The Series 1990 Bonds do not ▪ rueititute u debt, liability or obligation of the City, the Community Redevelopment Agency (the "CRA'', as defined herein), Dade County, Florida (the "County"), or the State of Florida (the "State"), or any political subdivision' of any d'the foregoing, or a pledge of the full faith and credit of the City, the County, or the State, or any political subdivision „t ury ofthe•foregoing, or•the•CBA; but shall be.payable.selely frorn.the.Plexlged Revenues and neither the taxing power „f Ilre City, the County, or the State ur any political subdivision of any of the foregoing, is pledged to the payrrrent of principal on, redemption premium, if any, and interest on the Series 1990 Bonds. The realization of sufficient Tax • Increment Revenues fur payment of the Series 1990 Bonds will be dependent upon a variety of factors and circumstances which the City cannot predict with certainty. See "RISE FACTORS" herein. Maturities, Interest Rates, and Price Due lutcresl Duc Interest 1 Principal Rate Price 1 Principal Rate Price 1991 2001 1992 200E 1993 2003 1999 2009 199.5 2005 1996 2006 1997 2007 199� 2008 1999 2009 2000 2010 u t N o• Preliminary, subject to change Term Bonds at °k at `Ya The Series 1990 Bonds are offered for delivery when, as and if issued, subject to prior sale, withdrawal or modification of the offer without notice and subject to receipt of the approving opieion.of Holland & Knight, Miami, Florida, and Barnes, Darby and McGhee, Miami, Florida, Co -Bond CounseL Certain legal matters will be passed upon for the City by its.General Counsel, Jorge L Fernandez, and for the Underwriters by their co -counsel, Fine Jacobson Schwartz Nash Block & England, Miami, Florida, and McCrary & Dove, lvliatni, Florida. Howard Cary & Company, Miami, Florida and Raymond James & Associates, Inc., St. Petersburg, Florida, are serving as Financial Advisors to the City with respect to the Series 1990 Bonds, It is expected that the Series 1990 Bonds will be available for delivery in New York, New York on or about, November 15, 1990. PAINEWEBBER INCORPORATED GRIGSBY BRANFORD POWELL INC. • AIBC INVESTMENT SERVICES, CORP, ... _GUZMAN .& COMPANY_ _ , 1990 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. a 28 CERTIFICATE OF MAYOR, CITY MANAGER AND DIRECTOR OF FINANCE AS TO OFFICIAL STATEMENT WE, XAVIER L..SUAREZ, Mayor (the "Mayor") CESAR H. ODIO, City Manager and CARLOS E. GARCIA, Director of Finance of The City of Miami, Florida (the "Issuer"), DO HEREBY CERTIFY that: (1) Attached hereto as Exhibit A is a true and accurate copy of the final Official Statement dated November 8, 1990, (the "Official Statement") pertaining to the $11,500,000 City of Miami, Florida, Community Redevelopment Revenue Bonds, Series 1990 (the "Series 1990 Bonds"), as executed by the Mayor on behalf of the Issuer, and such final Official Statement contains only such changes from the Preliminary Official Statement dated November 1, 1990, a copy of which is attached hereto as Exhibit B, adopted and approved by Resolution No. 90-871 adopted by the Issuer on November 8, 1990 (the "Resolution") with respect to the Bonds, as have been approved by the appropriate officers of the Issuer in accordance with said Resolution; and (2) The information and statements with respect to the Issuer contained in the Official Statement, as of its date and the date hereof, are true, correct and complete in all -material respects for the purposes fo.r which such Official Statement is to be used and nothing has come to our attention which would. lead us to believe that such information in the Official Statement includes any untrue statement of a material fact or : omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (3) No event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the.Official Statement for the purposes for which it is to be used or -which it is- necessary to -disclose -therein in order --to make the statements and information therein not misleading in any material respect; and (4) To the best of our knowledge, any financial and statistical data relating to the Issuer included in the. Official Statement are true and correct as of the date of this Certificate. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. IN WITNESS WHEREOF, we have hereunto set our hands and `iffixed the seal of the Issuer this 16th day of November, 1990. Xavier L,4Suarez, or Cesar H. Odio, City Manager ti Carlos E. Gar..a, Director of Finance CRA-R-I2-0045 Version: A RESOLUTION OF THE OVERTOWN/PARK WEST ATTACHMENT(S), AUTHQ AMENDMENT. TO THE FIRST A SEOPW, CRA AND THE CITY OF INCLUDE THE ATTACHED AMORT FUNDS ("TIF")TO SECURE THE GRAN WITH THE BOND REFERENCED IN RES EXECUTIVE DIRECTOR TO EXECUTE AN SAID PURPOSE, IN A FORM ACCEPTABLE A City of Miami Text File Report City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.corn Type: CRA Resolution Status: Passed Introduced: 6/25/12 Enactment Date: 6/25/12, Controlling Body: SEOPW Community Redeye lopment Agency OF COMMISSIONERS OF THE SOUTHEAST UNITY REDEVELOPMENT AGENCY, WITH G THE EXECUTIVE DIRECTOR TO NEGOTIATE AN NDMENT TO GRANT AGREEMENT BY AND BETWEEN THE , GIBSON PARK, DATED, OCTOBER 31, 2011, TO T1ON SCHEDULE, AND TO PLEDGE TAX INCREMENT OUNT, SAID TIF OBLIGATION TO BE PART PASSU UTION CRA-R-12-0028; AUTHORIZING THE END ALL DOCUMENTS NECESSARY FOR T ENERAL COUNSEL. WHEREAS, the Southeast Overtown/Park West Community Rede out community redevelopment activities and projects within its Redev Redevelopment Plan; and nt Agency ("CRA") is responsible for carrying ent Area in accordance with its approved WHEREAS, Section IV.D, at page 31, of the Plan provides that "the provisio is essential in order to complement redevelopment activities proposed for Ove WHEREAS, Section 163.370(2)(c)(3), Florida Statutes, provides that the public areas. .and other improvements necessary for carrying out in the community re redevelopment objectives in accordance with the community redevelopment plan; and adequate community facilities and services ." end • may construct parks, playgrounds, lopment area the community • WHEREAS, pursuant to Florida Statute Chaptcr 163.370(2)(a), the CRA may execut ny contracts or other instruments necessary or convenient to exercise its powers. Herein an Amendment to the First A dment to Grant Agreement by and between the SEOPW CRA and the City of Miami, Gibson Park, dated, October 011; and WHEREAS, the City of Miami's Department of Capital Improvements Program ("C1P") is currently eng d in the renovation of Gibson Park; and WHEREAS, the Board of Commissioners, by Motion on File No. 10-00327, passed and adopted on March 15, 20 t authorized the a grant in an amount not to exceed $8,000,000 plus interest, to the City of Miami for the renovation Gibson Park; and Ciry of Miami Pabe 1 Print/ 20i2 Section 3. The Executive Director is aut zed to execute and amend nil documents necessary for said purpose, in a form acceptable to General Counsel. • Section 4. This resolution shall become effectiv mediaiely upon its adoption. APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU GENERAL COUNSEL City of Miami Poge 2 Printed o 3/20 t 2 �~^�xv xn���` ' �~U= ^�x onuU@800U "� Legislation CRA Resolution File Number: 12-00686 City Hall uamPan American Drive Miami, FLao13a www.miamiopv.com rmo|Action Date: � RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE SOUTHEAST ERTOVVNKPARKWEST COMMUNITY REDEVELOPMENT AGENCY /\ ": I OR0NGPAYMENT TDTHE CITY OFM|AM[OFTHE REMAINING BAL^^CE.INCLUDING PRINCIPAL AND INTEREST, |NAWAMOUNT NOT TO EXCE"!%4Q2.143.FOR THE COMMUNITY REDEVELOPMENT REVENUE BOND8.,� R/E8189O;ALLOCATING FUNDS FROM THE SE[>PVVTAX |NCREME\~FUND, ^|NTEF-FUNOTRANSFER ' DEBT SERV|CE."ACCOUNT CODE NO. ^�,s60.830101.881000.0000.00000. WHEREAS, the South� is responsible for carrying Redevelopment Area in0000nJan WHEREAS, the CRA requir redevelopment activities and projects Redevelopment Plan; and [vertown/ParkWest Community Redevelopment Agency (TRA') community redevelopment activities and projects within its nds to effectuate its responsibility of carrying out community n its Redevelopment Area in accordance with its approved WHEREAS, the City of Miami issued Com 4 nity Redevelopment Revenue Bonds, Series 1990, on behalf of the Southeast Overtown/Park West Go - unity Redevelopment Agency; and WHEREAS, the Board of Commissioners wishe remaining balance, including principal and interest, Community Redevelopment Revenue 8ondm, Series 199 authorize payment to the City of Miami of the n amount not to exceed $492.143. for the NOW, THEREFORE,. BE IT RESOLVED BY THE B SOUTHEAST OVERTOVVN/PARKWEST COMMUNITY REDE [>FPN|AM|. FLORIDA: ROOF COMMISSIONERS OF THE OPMENT AGENCY OF THE CITY Section 1. The recitals and findings contained in the Pmamblot^^.his Resolution are adopted by reference and incorporated herein as if fully set forth in this Section. Section 2. Payment to the City of Miami of the remaining balonce, 1cluding principal and interest, in an amount not to exceed $492,143, for the Community Redevelop -nt Revenue Bonds, Series 1990, is authorized. . Section 3. Funds are to be allocated from the GEOPVV lax Increment Fund. ^|nder-~\nd Tranofer' Debt Senvica."Account Code No. 10050.920101.8810000000.00000. City ofmiami Page I *of 2 File 1d; 12-00686 (Virsibn: 1) Printed On: 6 2 File Number 12-00686 Section 4. This resolution shall become effective immediately upon its adoption. PROVED AS TO FORM AND CORRECTNESS: JULIE 0. GENERAL UNSEL of Miami Page 2 of 2 Pile Id: 12-00686 (Version: I J Printed Oil: 15/13 Defeuse Funding CITY OF K4|AK4| COMMUNITY REDEVELOPMENT REVENUE BONDS, SER|ESl990 CALL DATE 10/l/2012 PRINCIPAL 2,170,000 INTEREST (THROUGH 1O/1/12) 49J25 TERMINATION FEE 250 PUBLIC-, ION EXPENSE (ESTIMATED) 10,000 TOTAL TO DIEFE/dSE $ l'229.975 CASH BALANCE FU 28001 $ 437'832 CITY DFyNuM|STATE SHARED REVENUE ~.1I CONTRIBUTION FOR FYl3PAYMEi. 300000 TOTAL FUNDING AVAILABLE 737,832 REm0`|N|mG BALANCE $ 492143 Petty, Stephen Sen To: Cc: Subject: Please see a screen p principal outstanding is this call notice. The te copy of the notice associa format. lindaboenish@bnymellon.com Monday, June 11, 2012 3:04 PM Dziedzic, Mirtha; Wempe, Lawrence; Jackson, Robin Jones; Petty, Stephen Jenniferileid@bnymellon.com City of Miami Community Redevelopment Revenue Bonds, Series 1990 Optional Bond Call - 10/01/2012 SKMBT_50112061114250.pdf; SKMBT_50012061106480.pdf attached below that shows the interest that will be payable October 1 ($49,725.00). The 70,000.00. The termination fee will be $250 which includes our normal $100 for processing on fee does not include any publication expenses (if required). I have attached below a ith the October 1, 2011 call for your review. This notice was produced using our standard I agree the bonds can be called at par . Please let me know if you haveany furthe Best regards, Linda qu ons or need additional information. Linda Boenish, Vice Preside 10161 Centurion Parkwa Tel 904.645.1914 • Fax 904,645.1997 • Cell 9 BNY Mellon - Corporate Trust acksonville, FL 32256 04-4362 • linda.boenIshaibnymellon.com The information contained in this e-mail, arid any attachment, is c of the intended recipient. Access, copying or re -use of the e-mail o contained therein, by any other person is not authorized. If you are no mail to the sender and delete it from your computer. Although we atte viruses, we do not guarantee that either are virus -free and accept no liabi result ofviruses. dential and is intended solely for the use attachment, or any information e intended recipient please return the e- o sweep e-mail and attachments for or any damage sustained as a Please refer to http://disclaimer.bnymellon.com/eu.htm for certain disclosures re entities. ng to European legal z5muRn, 1EmuMI CITY ,oMounEV 1990 Pay# Date Interest mo1A Principal I cw/m/zvvz 111'385.42 o 10x01/199133'662.50 o«/m/zooz 133.662.50 10/01/1992 133.662.50 s ,4/01/1993 133'662.50 01/1993 133'662'50 7 ou', /oo* 133.662.50 o 10/1. zvo« 133.662.50 y 04/01 `'os ,sa.aoz'm oo 10/01/1'.5 133'662.50 o owou/zo°. 133.662.50 zo z0/o//�o' 133'662.50 13 owoz/�ypr 133,662.50 , z« 10/01/1997 - 133'662,50 15 omoozvoo ' 133.662.50 16 zo/ouzypn 133.662.50 zr omouz,op 133.662.50 zo m/nz/me 33.662.50 zy *«/numoo 13'662.50 zm m/m/zuoo z'-i 662.50 uz uwou/xouz r ",'ox.m 22 zmouuooz n.-` sn za04/61zn02 n's'^sn zs uwuuzmo 77,562. , zo zo/ozooua n'oou.so zr 04/01/2004 77.562`50 zo 10/01/2004 7/.562.50 zo om/m/zoos 77.562.50 ao 10/01u005 77,562.50 sz uu/oz/auno 77.562.*0 sz zm/ou/zmm 77'562.50 33 oo/ooznnr 77,562.50 34 10/01/2007 n'sm.so e oo/oz/uuuo 77,562.50 36 zmou:000 n'soz.su 37 o«/ouzonv 77,562.50 »n zo/uuz000 77,562.50 so ux/oz/xozo m'oou.so «o 10/01/2010 oo'ooz.so 41 04/01/2011 59.712.50 oz 10/01/2011 sn'rzx'so «x no/vuznzz 49'725.00 u« zmoozum oo'rzs.00 45 04m1/2013 49'725.00 ^e zv/"z/zvz, 49.725.00 «7 om/oz/um« 49'725.00 oo zo/onzozu 49'725.00 oy 04/01/2015 «y.rzs.00 m zo/0000us «y.rzs.no 3.145'000.00 3,145,000.00 3'zos'oWoo 3.145'000.00 3.145.000'00 3'145'000.00 3.145.000'00 3.145'000.00 3.145.000'00 3.ms'mm'om 3.145.000.00 3'145.000.00 z'zoo.ono.on »'z^s.nou.mo 3.145'000.00 3.145.000'00 3'145'000'00 3'145'000.00 ».ms.000.00 3'145'000'00 .1'x2*.000.00 z.ozs'000.00 1'825'000.00 z'aas.000.00 1.825.000.00. 0.00, z.oes.nno'oo 0.00 1.825.000.00 0.00 z'mo.onn'ou 0.00 1'925'000.00 n'oo 1.825.000.00 0.00 z'nza.000-oo 0.00 z.uzs.uoo.ou 0.00 1,825,000.00 o'ou 1.025.000.00 'oo 1'825.000.00 1,825,000.00 1.825.000.00 um.omo.ui!� 1'625'000.00 o.00 1,625,000.00 zzo'mm.00c ' 1.405.000.00 0.00 ` 1'405'000'00 ms.ono.om:` 1'170'000.00 0.00 z'zro.mm.uo 0.00 t zro'mm.nn 0.00 z',m'000.uo 0.00 z. `^^.ouo.no 0.00 1'1 �uon.ou 0.00 z.00."w.uo 0.00 1'170,*r nu 1,170,000.00 v�"o rvcal. o'rou'om.ox z.nzu'mm.00 EW ISSUE ook•Entry Only) n ocly's: Baal Standard & Poor's: BBB+ the opinion of Co -Bond Counsel, under existing law, and rondltioned.upon compliance with certain arbitrage rebate and then tax requirements referred to herein, interest on the Series 1990 Bends is excluded from gross income for federal ncome tax purposes. See. however, "INCOME TAX EFFEC79" herein for a description of certain alternative minimum taxes imposed on individuals and corporations and certain other taxes applicable to corporations. Co -Bond Counsel is also of the opinion that the Series 1990 Bonds are exempt from all present intangible personal property taxas imposed by the Slate of Florida. $ 1 1,500,000 CITY OF MIAMI, FLORIDA COMMCJNITY REDEVELOPMENT REVENUE BONDS Series 1900 cd November I, ? •0 . Due: October I, as shown below The Community `t • . evelopment Revenue Bonds, Series 1990 (the "Series 1990 Bonds") will be issued by The City Of Miami, Florida (the ' ;ity") L, registered form only, in denominations of $5,000 each or any integral multiple thereof. it on the Series 19 s onds is payable commencing on April I, 1991, and semi-annually thereafter on each October nd April 1. The Series °i'► Bonds when issued, will be registered in ,the name of Cede & Co., as nominee for The sitory Trust Company, '::w York, New York ("DTC"), acting as securities depository for the Series 1990 Bonds., vldual purchases of the Se _x 1990 Bonds will be made in book -entry form only in denominations of $5,000 or any Magri' multiple thereof. Purch-• , s of the Series 1990 Bonds will net receive physical delivery of the Series 1990 Bonds. Transfers of the Series 1990 Bonds 11 be effectuated through a book -entry system as described herein. As long as DTC ominee is the registered own=, of the Series 1990 Bonds, payments of interest on and principal of the Series 1990 will be made to DTC or its ` , •inee which in turn is responsible for remitting such principal and interest nts to DTC Participants (as de S <sr herein) for subsequent disbursement to the Beneficial Owners (as defined n) of the Series 1990 Bonds. Such F's, ents of principal and interest to DTC or its nominees shall be made by tt Banks Trust Company, N.A., jae t cs:viUo, Florida, as paying agent (tbe "Paying Agent"), to be subsequently ursed to the Beneficial Owners of the S» .:: 1990 Bonds. The Series 1990 Bonds wiU be subject to urlty by the City. See "REDEMPTION PRO al redemption and mandatory sinking fund redemption prior to ONS" herein, The Series 1990 Bonds are payable solely from `E Tax Increment Revenues (as described herein) received by the Ity from the Southeast Overtown/Park West Bed- • lopment Area (as described herein), together with certain tvuaranteed Entitlement Revenues (as described herein f the City and monies held in the funds and accounts (other ;ahon the Rebate Fund) established under the Bond Reso : , n (the 'Pledged Revenues"). The Series 1990 Bonds do not nstitute a debt, liability or obligation of the City, the r 3munity Redevelopment Agency (the "CRA', as defined n), Dade County, Florida (the "County"), or the State o'"'lorida (the "State"), or any political subdivision of any he oregoing, or a pledge of the full faith and credit of the the County, or the State, or any political subdivision ny of the foregoing, or the CRA, but shall be payable solely fro a. the Pledged Revenues and neither the taxing power the City, the County, or the State or any political subdivision o• ny of the foregoing,is pledged to the payment of lncipal on, redemption premium, if any, and interest on the $ '• 1990 Bonds The realization of sufficient Tax ttrement Revenues for payment of the Series 1990 Bonds will '. dependent upon a variety of factors and umstances which the City cannot predict with certainty. See "RIS ` t•: CTORS" herein. Duc iabcr 1 Principal $155,000 1992 165.000 1093 180,000 1094 100,000 AMOUNTS, MATURITIES, INTEREST RA $1,620,000 Serial Bunds Due rice October 1 Interest Bate 7.15% 100% 1995 7.40 100 199t3 7.60 100 1997 7.70 100 1998 D PRICES 2 $9,880,000 8.50% Term Bonds Due on October 1, 2015 at 100% (Plus Accrued Interest) Bonds are offered for delivery when, as and if issued, subject to prior sole, withdrawaf modification of the notice and subject to receipt of the approving opinion of Holland & Knight, Miami, Fla " a, and Barnes„ nd McGhee, Miami, Florida, Co -Bond Counsel, Certain legal matters will be passed upon f• , e City by eral Counsel, Jorge L. Fernandes, and for the Underwriters by their co -counsel, Fine bson re: Nash Block & England, Miami, Florida, and McCrary & Dove, Miami, Florida. Ho ry G Company, Miami, Florida and Raymond James & Associates, Inc., St. Petersburg, Florida, arc serving as Financial Adelson; to the City with respect to the Series 1990 Bonds. 1t is expected that the Series 1990 Bonds will be available for delivery in New York, New York on or about Noocmber 16, 1990. 'AINEWEBBER INCORPORATED GRIGSBY BRANDFORD POWELL INC. AIBC INVESTMENT SERVICES, CORP. GUZMAN & COMPANY Interest Ratc 7.80% 7.85 7.90 8.00 ri 100% 100 100 100 Nuvomber 8, 1990 THE CITY OF MIAMI, FLORIDA MEMBERS OF THE BOARD OF CITY COMMISSIONERS XAVIER L. SUAREZ, Mayor MILLER J. DAVKINS, Vice -Mayor DR. NIRIAM ALONSO VICTOR H. DeYURRE J. L. PLUMBER, JR. CITY OFFICIALS City ageCESAR H. ODIO Assista City Manager HERBERT J. BAILEY City Atto ey JORGE L. FERNANDEZ, Esq. Director o inance CARLOS E. GARCIA, C.P.A. City Clerk MATTY HIRAI co- IND COUNSEL HO& 1CNIGBT Miami, orida BARNES, DARBY McGMEE Miami, Flo •a FINANCIAL ADVIS HOWARD GARY & COMPANY Miami, Florida RAYMOND JAMES & ASSOCIATES, INC St. Petersburg, Florida ;"4 No dealer, broker, salesman, agent or other person has been authorized give any information or to make any representations, other than as mined in this Official Statement, an', if given or made, such other Ovation or representations. must not be relied uponas having been orized by any of the foregoing. This Official Statement does not itute an offer to sell or the solicitation of an offer to buy, and there 1 not be any sale of the Series 1990 Bonds by any person in -any dhtion in vhich it is unlawful for such person to make such offer, 'ation or sale. The information set forth in the main text of this tatenent has been obtained from the City and other sources which -are o be reliable, and the information set forth in Appendix A hereof been ained from the City, but no such information is guaranteed as to -racy or ompleteness. The information and expressions of opinion in this ial Stauieut are subject to change without notice and neither the y of is Official Statement nor any sale made pursunnt to this ial Statem t shall, under any circumstances, create any implication that haa been no hange in the information or opinions set forth herein after Le of this 0 'cial Statement. Y In connection 'th writers may overa rket prices of S which might othe cad, may be discon the offering of the. Series 1990 Bonds, .the effect transactions which stabilize or maintain Series 1990 Bonds offered hereby at levels above prevail in the open market. Such stabilizing, if any -time. 0 CONTENTS Page INTRODUCTION 1 THE SERIES 1990.BONDS ESTIMATED SOURCES AND'USES OF FUN 7 bECURITY AND SOURCES OF PAYMENT FOR HE 1; SERIES 1990 BONDS 7 $.TX INCREMENT REVENUES 11 ' QUARANTEED ENTITLEMENT REVENUES 16 20 2 DEBT SERVICE REQUIREMENTS AND COVERAGE.. LKDEVELOPMENT AREA . 20 4.THE PROJECT 22 01.1SK FACTORS 23 "4NCOME TAX EFFECTS .... : ........... ....25 41TIGATION 27 OITY 27 WALIDATION ...... ..... ...... ......... ...... . ......... ....... 27 'CAL MATTERS ........ ....... 27 ATINGS 27 NDERVRITING 28 FINANCIAL ADVISORS OMR MATTERS 'IUTHORIZATION CONCERNING. OFFICIAL STATEMENT 1XCUTI0N ...... ..... ... ....... ........... ..... ....... 28 28 28 29 1 E17124 APPENDIX A - Maps of the Southeast Overtown/Park Vest Redevelopment Area APPENDIX B - General Information Pertaining to Metropolitan Dade County and the City of Miami, Florida.... ...... APPENDIX C - The Bond.Resolution APPENDIX D - Form of Co -Bond Counsel Opinion ji • OFFICIAL STATEMF.NT . $11;500,000 CITY OF MIAMI, FLORIDA COMMUNITY REDEVELOPMENT REVENUE BONDS SERIES 1990' INTRODUCTION The purposethis Official Statement, including its. Appendices; is to tit forth certain ormation vith respect to'the issuance and sale by the CIO of Miami, F10 a (the 'city') of its $11,500,000 aggregate principal )1 iioUntaf Community R velopment Revenue.Bonds, Series 1990 (the 'Series 1990 Stitids'). g54. .V The Series 1990 Bo are being issued by the City pursuant to: (i) Resolution No., 89-1151 du adopted by the City Commission on December 14, .1989, as supplemented'by Re. 'ution No. 90-0196, duly adopted by the City on March 8, 1990,. and Resolutio. .90-871 adopted on November 8, 1990, (the 'Bond Resolution'), and asap oved by the Board of County Commissioners of Dade County, Florida (the 'Co ') by a Resolution adopted on October 18, 1990 pursuant to an Interlocal operation Agreement dated March 31, 1983 between the City and the County, as amended, (the 'Interlocal Cooperation Agreement'), (ii) the City's Char r, (iii) Chapter 166, Florida Statutes, (iv). Section 163.01, Florida Status, and the provisions of the Florida CoomUaity Redevelopment Act, Chapt. 163, Part III, Florida Statutes (collectively, the 'Act') and (v) an In 'rlocal Agreement dated March 8, 1990 between the City and the Community Redev pment Agency (the 'CRA'), which is acommunity redevelopment agency establish pursuant to the in•accordance with the Act, a certain on of the City known as the 'Southeast Overtown/Park Vest Redevelopment a' (the 'Redevelopment Area') has been designated as a redevelopment area er a redevelopment plan (the 'Redevelopment Plan'), and a redevelopment t t fund (the 'Redevelopment Trust Fund') has been 'established for deposi therein of Tax Increment Revenues (as defined herein) to be used for financ or refinancing community . redevelopment projects in the Redevelopment Area, cluding financing the costs of the Project (as defined herein) through th issuance of the Series 1990 Bonds. See °REDEVELOPMENT AREA° herein. The p cipal of, redemption premium, if any, and the interest'on theSeries 1990'Bo s are payable out of the, Tax Increment Revenues .deposited .into the Redev' pment Trust Fund, certain Guaranteed Entitlement Revenues,of.the City (as d ribed herein) and all other moneys, securities and instruments held in the .ds and accounts (other than the Rebate Fund) created and established undert Bond Resolution (Collectively, the 'Pledged Funds'). See 'SECURITY AND SOURC OF PAYMENT FOR THE SERIES 1990 BONDS' herein. The Series 199A Bonds are being issued to provide fu to: (i) refinance a $5,958,400 loan by the City from the Department of using and Urban Development of the United States ('HUD') which loan proceeds -re used by the'City to acquire certain real property located vithin the Rede opment Area, (ii) reimburse the City for monies advanced to the CRA by the Cit in an amount not to exceed $750,000, (iii) finance the acquisition and clear. of certain real property in the Redevelopment Area and the construction of certain infrastructure improvements in the Redevelopment Area in accordance with the Redevelopment Plan, -see 'PROJECT" herein; (iv) fund the Reserve Fund (as defined herein); and (v) pay the cost of issuing the Series 1990 Bonds. The Series 1990 Bonds are payable solely from the Pledged Revenues. The es 1990 Bonds do not constitute •a debt, liability or obligation of the , the CRA, the County or the State of Florida (the 'State'), or any poll cal subdivision of any of the foregoing, or a pledge of the full faith and c •' of the City, the County, or the State, or any political subdivision of the foregoing, or the CRA, but shall be payable solely from the Pledged venues and neither the taxing power of the City, the County, or the State or political subdivision of any of the foregoing, is pledged to the payment incipal on, redemption premiuM, if any, and interest on the Series 1990 ,,nds. The realization of sufficient Tax Increment Revenues for the payment the Series 1990 Bonds will be dependent upona variety of factors and c stances which the City•cannot predict with certainty. See 'RISK FACTORS' This Official a ement includes a brief description of the Series 1990 Bonds, the security sources of payment for the Series 1990 Bonds, the Pledged Revenues, bon lders' risks, the Project to be financed in part out of the proceeds of the ries 1990 Bonds, and a copy of the Bond Resolution. All references to the A and the Bond Resolution are qualified in their entirety by reference to e Act and the Bond Resolution. All references to the Series 1990 Bonds are alified in their entirety by reference to the definitive form of and the ormation with respect to the Series 1990 Bonds contained in the Bond Resolution and any subsequent determinations with respect to the Series 1990 Bon. that may be adopted by or on behalf of the City. Certain location maps the Redevelopment Area are set forth in Appendix A; certain background inf. ation relating to the City and the County is set forth in Appendix B; a cop of the Bond Resolution is set forth in Appendix C; and the form of opini of Co -Bond Counsel is set forth in Appendix D. Each of the Appendices to his Official Statement is an integral part of the Official Statement and sho be read in its entirety by any and all owners or prospective owners of the S es 1990 Bonds. THE SERTFS 1990 Description'of the Series 1990 Bonds The Series 1990 Bonds will be'issued in the will bear interest at the rates,and will mature dates, all as .set forth on the cover page of this Series 1990 Bonds will be dated November 1, 1990, payable commencing on April 1, 1991, and semi-annually and April 1 of each year (the "Interest Payment Date"). will be issuable only as fully registered bonds in the d or any integral multiple thereof in book -entry only form under "Book -Entry Only System'. Principal of, premium, i on the Series 1990 Bonds.will be payable in the manner desc 'Book -Entry Only System'. The Series 1990 Bonds will be subjec as set forth under 'REDEMPTION PROVISIONS", below. -2- gg egate principal amount, the amounts and on the icial Statement. The d will bear interest ereafter on October 1 e Series 1990 Bonds ination of $5,000 described below y, and interest ed below under o redemption Only System be Depository Trust Company, Nev York, Nev York, ('DTC) will act as lIicuries depository for the Series 1990 Bonds. Upon the issuance of the fries 0 Bonds, one registered'Bond without coupons for each maturity will hv regist, ed in the name of Cede & Co., as nominee for.DTC. So long as Cede L Co. is registered. owner of the Series 1990 Bonds, as nominee of DTC, references ein to the owners of the Series 1990 Bonds mean DTC or its, nominee, Cede Co., and do not mean the Beneficial Owners of the Series 1990 bonds as descrid below. DTC is ted-purpose trust company organized under the laws of the State of New York a member of the Federal Reserve System, a 'clearing corpOratiOrlwithin meaning of the Nev York Uniform Commercial Code, and a 'clearing agency* regi ered pursuant to the provisions of Section 17A of the Securities Exchange Ac of 1934, as amended. DTC was created to hold uwcurities of its partic n (the 'DTC Participants') and to facilitate the clearance and settlement securities transactions among DTC Participants through electronic book-ent, changes in accounts of the DTC Participants, thereby eliminating the nee for. physical movement of certificates. DTC Participants include securitie brokers and dealers, banks, trust companies, clearing corporations and cer a other organizations, some of which (and/or their representatives) own DTC. cess to the DTC system is also available to others such as banks, brokers, dealand trust companies that clear through or maintain a custodial relationshiwith a DTC Participant, either directly or indirectly. For the purposes of this Official teiDent, the term 'Beneficial Owner' uhall mean the person for whom the rat Pa cipant acquires an interest in the series 1990 Bonds. Ownership interests the Series 1990 Bonds may be purchased by or through DTC Participants. ither the DTC Participants nor (he Beneficial Owners will receive Series 1990 tonds, but each DTC Participant will instead receive a credit balance in the rds of DTC in the amount of such DTC Participant's interest in the Serie 1990 Bonds, which will be confirmed in accordance with DTC's standard proced es. Each Beneficial Owner may desire to make arrangements with the DTC Par. cipant from whom it has purchased an ownership interest in the Series 1990 Bds, to receive a credit halance in the records of such DTC Participant, and a have all notices of redemption or other communications of the City to DTC, '.ich may affect such Beneficial Owner, forwarded in writing by such DTC Part' and to receive notification of all payments. ' As long as Cede & Co. or its registered assignee is the gistered owner of the Series 1990 Bonds, the City shall be entitled to trea the person in whose name any Series 1990 Bond is registered as the absolute er thereof for all purposes of the Bond Resolution .and any appli ble laws, notwithstanding an notice to the contrary received by the City, a the City shall have no responsibility for transmitting payments to, communica g with, notifying, or otherwise dealing with any Beneficial Owners of the Se s 1990 Bonds. DTC will receive payments on the Series 1990 Bonds from Barnett Trust Company, N.A. Jacksonville, Florida (the 'Trustee', 'Bond Registrar' -3- ks 'Paying Agent'), as paying agent to be remitted to the DTC Participants for the subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Series 1990 Bonds will be recorded on the records of.the DTC Participants, whose ownership interest will be recorded on computerized book -entry system operated by DTC. For as long as any urchaser is the Beneficial Owner of a Series 1990 Bond, he must maintain an ount with a broker or dealer who is, or acts through, a DTC Participant, in • to receive payments on such Series 1990 Bond. The City cannot and does not ive any assurances that DTC Participants or others will distribute payme s on the Series 1990 Bonds paid to DTC or its nominee, as the regist ed owner, or any notices to the Beneficial Owners or that they will do so on a imely basis or will serve and act in a manner described in this. Official atement. The City is not responsible or liable for the failure of DTC, DTC P ticipants or others to make any payment or give any notice to a Beneficial • er in respect of the Series 1990 Bonds or any error or delay relating the When refer ce is made to any action which is required or permitted to be taken by the • icial Owners, such reference shall only relate to those permitted to act statute, regulation or otherwise) on behalf of such Beneficial Owners fo such purposes. When notices are given, they shall be sent by the City to • DTC shall forward (or cause to be forwarded) the notice of the DTC Par.ants so that such Participants may.forward (or cause to be forwarded) the no s to the Beneficial Owners. Beneficial Owners i receive a written confirmation of their purchase detailing the terms of the Se es 1990 Bonds acquired. Transfers of ownership interest in the Series 1990 Bo will be accomplished by'book entries made by DTC and the DTC Participants who ct on behalf of the Beneficial Owners of the Series 1990 Bonds. Beneficia Owners will not receive certificates representing their ownership inter . Payments on the Series 1990 Bonds will be paid by thePaying Agent to DTC, hen paid by DTC to the DTC Participants and thereafter paid by the DTC Partic flts to the Beneficial Owners when due. For every transfer and exchange of • e Series 1990 Bonds, the Beneficial Owner may be charged a sum sufficient o cover any tax, fee or other governmental charge that may be imposed in ation thereto. DTC may determine to discontinue provid3. ite services with respect to the Series 1990 Bonds, at any time by gi g notice to the City and discharging its responsibilities with respect t reto under applicable law. In addition, the City may determine that the use DTC is no longer in the best interests of the Beneficial Owners. If eithe f such determinations is made, and the City identifies another qualified u ities depository to replace DTC, the City will make arrangements vit DTC and such other depository to effect such replacement and deliver re aceinent Series 1990 Bonds registered in the name of such other depository d its nominee in exchange for the outstanding Series 1990 Bonds. If the City fails to identify another qualified securit depository to replace DTC or elects to discontinue a book entry only syste the City is obligated to deliver, transfer and exchange the Series 1990 •.nds in the manner described in the Bond Resolution. In addition, the Serie- 1990 Bonds -4- f-7 „„. id thq re.spe ct lye persons ip., ebos e • . •• • &0*qg:119:*Bonds are raglstered as of . . . the c o bLslness ' :•t.40itC; _esti the extert there as. a :clef ose- laimati ttie"Series• '199 0 Y-"Bonds ..tre • „ by the tad- iitatetri..ioSiter S-T;Trc• i.t.• T' les • thandng such b.e mailed .to the personse onds are registered *orz., ;tie fifth bsiness uay pr• eceding t:prInatielL-Of.and if ar.y;-� the able athe;.3iilit'siRar corporaterust office. :== ' • t• ;•••••.• /.1•. ,......,:v.,..- ......,:,,,,,.....:,:::n41-,,,,-,-„,•_::,t4,,..1;:.,,.•,, „ .,,,, • .:::,:: ,z -.;,..,..,-, ip.,,,,,..!..-:3,:-:,,.., •::; :P :.! v'4•';',', :CTeesentl:cf au en U1-cf PT,4t..:DT'c has „14#f1.•,.!3e;A,k•F1,t•::'.;4.. .P fungible biik/ofAAAP' ies in its custody e.g;,gue..ii#1r,Ioii),'m.,.-.3,,siy,,-Lti4p7,2, c 1,a410gr., ..pf?. 21c,„:.4! a rt.ic 4,P#nt.1....:,Y401r0 ?PO'Ft,,. ,r,t,0 ,:idelSQ$3,;g14:b imid -fia:T•luntlile!;-*•$iltf.Ft.. *. =*' ‘:i;.A4t=*'$9ii..;* 'Ca iti"-''*'deposits' Oit-d*:0*:iiiAr:14•°'?..,;i e .:..TDTCso 9 t qt:e.c D.T.C.,,, agertge iteuralice.... ,mal."Mtaiited.•:' l'iy..,':4,D,21q: 6i,''_::;.**.:.1.te:r-ipT iartiCpatitS4 iL'':"0.:.)',:.:•,Ctba.f.,,, Sr,O ..ribtiiint.,tpectiricie s ne say tP... 6 4:=, ......4=4:46t4'4=ther.....*P41t.:1:inci,:.*. DTC .0.. ','*i.sit tat- marT 1-.3 t!..., be =::-able -=.--.to qb.t.:4..: al)e.•: of:: :T.P1164-r.4 deposited-:! 6 0-rf46:6*:.=.,„ :*, .;,,• 4 .......=:: r.=1.::::,::: ',tr..= . :=-•.:-: .=,. i., :==•.= 4 : r):•', S. 1.'....:: ": . . i.::',,i!t.2.:',..,!:. :: :, ' 1,-...-:'.: i:-:!. Z., i..*:,::`.:. ': ,:'; .: .;' E:..;. 7-1:n2:. ;" :' :::; ':' 917**,0 ihhe.!f!, ,: 'fr.i.:•:'::.....,':7,C, . :„.;::,!..:•':': 'I: 't i::".., ..!".:,.; ::::. . ,,•.--;.=.-.::::: ,',. ",,; 4,-,,,..: 1•.'..,:,':,,-,;;:,,,,f4:': .;,•5:,,,;*--E-,.4-,,,,',7: , .„:7:,*41.:,,il f.; ' '.....7.1:.;.-47!..4.:::;%.i.iik:.! -5.,•-:• .. .;,' 5.1; '. -.r.-4;:::'.t. ;I -.4- Z :.'...... 1..., acne 1.Re.deil'iii-iCa ..e.i•fr 4i Op =.- AinCF4-.Afit•-P- 'ctober . J. 2000 = the=-Serle=s- 3.1,90 -•i.T:e1;*:....slib,j•ie,„C-1.:: 4.Cifredemp.x.i.on a,. tkez.i., op, . •n ---43E-T Abe *-igii*-7 .iii• tici-VeT. .4t iii,Y ; 4m, • :ger *C-r.T.:ort::f;:iiii'f ' Interest :s.P4.71PPr,q. 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'.-•'-::::: .= .-4.' ; • : - o. 1., ZO.gc),:,...0 SO4.1.,40C4.0i,g99-!:....,!. .. 6:017.'27 '*:.."".. 0 . ::,'=',,,-.:='..-.•:** = beii..,14. 21502 • : ',and: t,heresitt..,X".. e.,, •..........!.i....!;!! —.,,,.,.„. ....i i.:...t..,...--7.q:?..i.,.:-.7•- •!,;AF...i• -.;.:-:,--- :,-=;.":!.. 1 t:::.r! .f..1`.::!:,•11 . '.1. r.: It. :'.g.:.'1. ::. •':.':. .,-. ::-...ri :,. , ".',!, '-.' c..,!.,.:::: ,,,.,:•:•.!: lidtri, iiryij.S Ink inA Fund:;:R e d empt J. orr..j. „..TIse. ,Se r4e, -3 1*V u •,)?t! i-:4-fe',.11u,iii:::-***.'•'.0 /:',-.: sink- illg.'4144C.1 • D.P.4.6.4.401.., Pt.:,X,9_,.**-1i•pil -4cteb.i4',.....i. . „. • 6--,1144:4.P.: :0404 AiY.'Vq-*.c.1.0 I thereefter•; pux',....,0,,... aye il.able . :fc„oda deposLtedbyt. .., 0:0*tab14.siied'' tinder... tite ' Bond Re. lilt iiiri ," at 'a *T. mptthon price::..- :0S1124:),-..40*,.,4:PP;,..1,..0f..,:*;t04C4::,..F..i:, ...4.P?0,,•Bon0 (orPPr on thereof) evhelfeeeiel:;"P•4...4e,:;-:Otht41.q.t-..-9'..the,c4ete....i*ed : for : cedslIP= Ciii','.**'' in the ,,....-..- ....!.....„4,,,,,:.. ,,,,„ , .y, .; ..---1,::. -.."---..=.: =:. .-: 4 :=--,-..---i=„ ,Td., =":3T-=:*./.: T=T:c::::-:=,:: !:..,:•,-,- - ' '..,':-.y,t;: ,....',..':,'„ ,,....„.:1 '.,:: -'::.f.,'P .::.•'''. ...:1.:. ".! 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' i''',''''..:J.' „ '`..''L' r!':::'7•,''.3• ?- A.':; r.f.,i:.L.' t.., :::• •!'''P-11:..:::;' 't.',1:4'.1 .2.,''''. ...••: .:',;'- '.,:::;A !:'''')i'.:,:-:., q- ••,... , • ' - : Redemption Date Principal Amount Redemption Date Principal Amount October 1 To Be Redeemed (October 1) To Be Redeemed 1999 $ 280,000 2008 $ 585,000 2000 305,000 2009 635,000 00 330,000 2010 685,000 355,000 2011 745,000 20 390,000 2012 810,000 200 420,000 2013 875,000 2005 455,000 2014 950,000 .2006 495,000 2015 1,030,000 2007 535,000 Notice of de . n. At least 30 days but not more than 60 days prior to any redemption -: e, a written notice of redemption will be mailed (first class), postage p d, to the registered owner of each Series 1990 Bond to be redeemed' at the ddress shown on the registration books of the Bond Registrar on the fift business day preceding the date of mailing the notice. Failure to give such 'ce to any registered owner of a Series 1990 Bond or any defect in such not c shall not affect the validity of the proceedings for such redemption with resp to any other registered owner of a Series 1990 Bond for which notice of .-demption has been properly given. Each notice shall set forth the date d for redemption, the rate of interest borne by each Series 1990 Bond being remed, the redemption date of each Series 1990 Bond being redeemed, the na,• and address of the Bond Registrar, the redemption price to be paid, an if less than all of the Series 1990 Bonds then outstanding shall be called redemption, the distinctive numbers and letters including CUSIP numbers, 1 any, of such Series 1990 Bonds to be redeemed and, in the case of Series 9 0 Bonds to be redeemed in part only, the portion of the principal amount ereof to be redeemed. If any Series 1990 Bond is to be redeemed in part ly, the notice of redemption which relates to such Series 1990 Bond sha1 also state that on or after the redemption date, upon surrender of such ries 1990 Bond, a new Series 1990 Bond or Series 1990 Bonds in a principa. anount equal to the unredeemed portion of such Series 1990 Bond will be iss In addition to mailing the notice des ibed above, each notice of redemption and payment of the redemption price s 11 meet the requirements of this paragraph; provided, however, that failure o such notice or payment to comply with the terms of this paragraph shall not any manner defeat the effectiveness of a call for redemption if noti thereof is given as prescribed above. (1) Each notice of redemption shall be se at least 35 days before the redemption date by registered or certi i nail or overnight delivery service or telecopy to all registered secu ies depositories then in the business of holding substantial amounts obligations of types comprising the Series 1990 Bonds (such depositor now being The Depository Trust Company, Nev York, Nev York, Midwest rities Trust Company, Chicago, Illinois, and Philadelphia Depository Company, Philadelphia, Pennsylvania) and to one or more nationa n mation -6- ( o' ifikd shall brthC' Seriis 19;0 •• Other titiinifik • • ESTIMATED ••;•• • • :•.*: ;:•,iti••• On dS Each notice off•-kre • ••: , - - • -;(:-14•471 of be publishedone tnei1i the iflaiijraeacal bemade t1a&t 0 day prior to the date fixed for the •..treiletili-Vibh..tiirft.eof Bonds •be±ng ES AND, USS OF FURDS r••••1! •••• ••••;;;;.: Mond V.:*•• 21;.2' • f .7 • finCeedi•'6I• Series Accrued Itterest • . , TOTAL SOURCES . _ , J•• "11. 7f•lz ittyrigerii oftlitnjiLoan: 61366,itto cqs1tona1T1zuonstructzon FunnE" -Payment tothe.f.--City-1;;;( 2); •••4 Anconntei: '••-;;;i" 6:*-1 iti6pitibit`4 ot-4•Act,runitt‘-'IntOrett te)., Interest Account ' • COOts1:4Of IttUnnte ; .• . ••'' • ;•-•• . . . . , *.,,,1•;•7;.x7;4"':;•‘•••••,!••:;r":•• ;••• -;-„ :17'1'. • ;, •• • ''''';g:;(;?: • 'Subject 4.;tor :•;41i*P3v*.1:&iiii;thi; County and any amount 'natap oi •lie`ardeph 44lie 2 ;ieciit.iiitItiii;:vaid•'; • ;•.;;:k; ; SECURITY AND SOURCES OF PAYMENT FOR TFIE'ISPRTVS'-:1:990-130NItS:i ••-•••;;;'•.'7' 1*0;i5p,0 9:67?,''S'.' • 14-.12.:Z.,2-22eSiii&' 23000.0 ObLqa6iOtts -l; ja • : „ • :"!:;: Scin'4':are,-faaji.eble • eolel:y• frO61-..the!-Pledged Revenues •••,-.•vh Ron t the Tax -Reiretiu6n 6 e. the'•;*eetion entitled, XINCREMJ • REVENUES', below), certain Guaranteed Entitlement Revenues (see the section entitled 'GUARANTEED ENTITLEMENT REVENUES', below), and all monies held in the unds and accounts created by the Bond Resolution. The Series 1990 Bonds are'payable solely from the Pledged Revenues. The Se 1990 Bonds do not constitute a debt. liability or obligation of the CiteCRA, the County or the State, or any political subdivision of any of e oing, or a pledge of the,full faith and credit of the City, the unty, the State, or any political subdivision of any of the foregoing, or the CR.A hall be payable solely from the Pledged Revenues and neither the taxing p of the City, the County, or the State or any political subdivision any of the foregoing, is pledged to the payment of principal arn'redempti premium, if any, and interest on the Series 1990 Bonds. The realization u ficient lax Increment Revenues for the payment of the Series 1990 Bonds will dependent upon a variety of factors and circumstances which the City cannot p dict with certainty. See 'RISR FACTORSherein. Security Interest in edevelopment Trust Fund. In the Interloca Agreement, the CRA granted to the City a security interest in and an irre able lien upon the Tax Increment Revenues prior to and superior to all other ens and encumbrances thereon, except for the lien in favor of the Bondholders and the City and CRA granted to the Bondholders an irrevocable lien and sec ' y interest in the Tax Increment Revenues for the payment of interest, prew w, if any, and principal on the Series 1990 Bonds. In the Bond Resolu , the City assigned to itself and the Bondholders, the security intere in the Redevelopment Trust Fund granted to the City by the CRA in the Inter10 Agreement. . . Funds Held Pursuant to A.,5.4067 19.(0,474' Upd€r the BondyE%o1ution, the has crea and established a Reven1Te Fund; Sinking Fund, Reserve Pun. and a Rebate Fund. Each of these Funds shall be held in trust by the Truste nd the Revenue Fund, the Sinking Fund. and the Reserve Fund shall each cons u e a trust fund to secure the holders of the' Series-1990 Bonds on a pro a basis. The holders of the Series 1990 Bonds shall not have a lien on the neys held in the Rebate Fund. Each of the foregoing funds shall be, at all t kept separate and distinct by the Trustee from all other funds held by the T tee. • All Tax Increment Revenues deposited in the development Trust Fund shall be promptly transferred by the CRA to the Tru e for deposit in the Revenue Fund provided that no further transfers shall required in any Bond Year if (i) the aggregate amounts on deposit in the Si Fund are equal to the Bond Service Requirements for such Bond Year on al utstanding Series 1990 Bonds, (ii) all prior deficiencies in the Sinking F or Revenue Fund have been restored, and (iii) the amounts on deposit in the eserve Fund are equal to the Reserve Requirement. By the Trustee's close of business on }arch 1 of each Bon. ear (or if such March 1 is not a day on which the offices of the Trustee a open for business, on the next succeeding day on which the offices of thes open for business), the City shall promptly transfer to the Tru e, for -8- 0 in the Revenue Fund, Guaranteed Entitlement Revenues in the amount of eys on deposit in the Revenue Fund shall be applied by the Trustee as soon as y are received in the following manner: (1) First, by the deposit to the credit of the Interest ount in the 'Sinking Fund; and then, pro rata, into the Pr ipal Account and the Redemption Account in the Sinking Fund, he amounts on deposit therein are equal to the Bond Service ent in such Bond Year for all Outstanding Bonds. Second, by deposit into the Reserve Fund, the amount, if any, .'ch, together with funds then on deposit therein, will be suffic to make the funds on deposit therein, except as otherwise h nafter provided, equal to the Reserve Requirement for the Serie 1990 Bonds (or, if applicable, the amount necessary to reinstate t Reserve Product). (3) Subse ent to.April 1 of each year if there are any amounts in the enue Fund in excess of the Bond Service Requirement for suc Bond Year on all outstanding Bonds and any prior deficiencies' in he Sinking Fund and accounts therein and in the Reserve Fund have en fully restored, and there is on deposit in the Reserve Fund an ount equal to the Reserve Requirement, such, excess amounts sha be transferred by the Trustee to the Redevelopment Trust Fund “.'d shall be used by the CRA for any lawful purpose. The Bond Resolution establishes a required to be deposited, from proceeds, Reserve Requirement, as defined in the Bond in the Reserve Fund, are to be used to pay pr any, and interest on the Series 1990 Bonds. Reserve Fund shall be deposited to the Revenue deficiencies shall be made up from Pledged Revenue Fund. erve Fund into which there is amount which is equal to the ution. The amounts deposited pal, redemption premiums., if y excess on deposit in the d at least annually. Any on deposit in the Sinking Rebate Fund. The City has covenanted to comply the Internal Revenue Code of 1986, as amended, in orde the Series 1990 Bonds to be and to remain excluded fro the holders of the Series 1990 Bonds for Federal income t Resolution, the City established a Rebate Fund which sha Trustee apart from the other funds established pursuant to such Rebate Fund shall not be subject to a lien in favor o The City shall make deposits to such Rebate Fund, if necessa with certain rebate covenants. Additional Parity Bonds h the requirements of or the interest on e gross income of purposes. In the be held by the Resolution and bondholders. n accordance Additional Bonds on a parity with the Series 1990 Bonds may be ssued only if: -9- (1) There shall be executed arid filed with the City, a consent by rho Bond Insurer; if any, to the issuance of such Additional Bonds and if present funds are insufficient to pay debt service on the Additional Bonds there it; ;,1, increase in the Guaranteed Entitlement or an increase in the Tax Incremvw evenues such that there are amounts sufficient to pay all of the principal interest on and, redemption premium, if any, with respect to sw,h A tional Bonds and all other costs and expenses with respect thereto alio the shall have been delivered to the City and the CRA an opinion of legal coun regarding the legality and enforceability of such supplement 0: amendw t and such other matters as the Issuer or the CRA shall reasonah17 request authorizing covenants he ach ordinance, resolution, or other enabling instrumeril issuance' of Additional Bonds will recite that all of di, contained will be applicable to such Additional Bonds. (3) The shall have been no reduction in the Guaranteed Entitlemeni and there shall h e been no curtailing or any attempt to curtail any paymeni of Tax Increment nues the CRA is entitled to. (4) The Chie iriancial Officer of the City shall file with the City Clerk a certificate, t. he effect that (i) the City is not in default in thv performance of any cf th covenants and obligations assumed by it hereunder ol under any ordinance, res. u ion or other enabling instrument -of the Issuer pursuant to which Additio Bonds have been issued, and (ii) all payments herein required to have been de into the funds and accounts provided by the Bond Resolution or by such ot r ordinance, resolution or enabling instrument shall have been made in full t. he extent required. (5) The City Attorney sha, e with the City Clerk an opinion to the effect that the issuance of such A onal Bonds has been duly authorized and that all conditions precedent to delivery of such Additional Bonds have been fulfilled. (6) An opinion of Bond Counsel s 1 be delivered to the City Clerk to the effect that the issuance of Additiona onds will not impair the exclusion from gross income for federal income tax r oses of interest paid on any Bonds issued hereunder and then Outstanding. (7) There shall have been obtained d filed with the City a certificate by the Chief.Financial Officer cert ing the amount of the (a) Guaranteed Entitlement and (b) Tax Increment Reve es received by the Issuer as determined under standard auditing procedu for any twelve (12) consecutive months immediately preceding the calen r rionth in which such Additional Bonds are proposed to be issued. In ren.ing such certificate, - the Chief Financial Officer may rely upon audited fine "al statements of the City prepared by independent certified public accountan (8) There shall have been obtained and filed th the City a certificate of the Chief Financial Officer pursuant to which e shall certify that the Guaranteed Entitlement and the Tax Increment Revenues s certified in paragraph (7) above Were at least equal to one hundred tvent ive percent (1252) of the maximum amount during any remaining Bond Year of e Aggregate -10- ,tt. Debt Service Requirement for such Bond Year payable with respect to all Loads en Outstanding under the Resolution (other than Bonds which are to be ikftired defeated upon the issuance of such Additional. Bonds) and any A .Wdition Bonds proposed to be issued. TAX INCREMENT REVENUES f;ources of Tax ncrement Revenues Pursuant to the Act, the County, as a home rule charter county pursuant ;0 the Constitutio of Florida, is authorized to implement all redevelopment programs granted •der the Act for all community redevelopment areas -::tablished within t County. The Redevelopment Area vas designated by the .:0unty in Resolution N R-1677-82 which vas adopted on December 7, 1982. The houndaries of the Redev opment Area were amended by the County in Ordinance Iiu. 86-4. The County al enacted Ordinance No. 82-115 on December 21.1982, (the "1982 Ordinance') whh. among other things, approved the use of tax increment financing to fina..,e the cost of improvements to the Redevelopment Area, required that all fincing documents be approved by the County and ,greed to delegate certain coai. ity redevelopment powers to the CRA pursuant 10 the Interlocal. Cooperati. Agreement. The City established the E,development Trust Fund under 0,..inance No. 9590 enacted on April 6, 1983. provided under the Act, the C•-• administers the Redevelopment Trust Fund Ad directs the use of the funds the -in, The County approved the issuance of fke Series•1990 Bonds and the financi documents when it adopted a Resolution October 18, 1990. The Series 1990 onds are secured in part by the pledge Tax Increment Revenues deposited int, he Redevelopment Trust Fund. Under ,he Act, the City and the County are required to make payments to the r,,levelopment Trust Fund on or before Janu * 1 of each year. Pursuant to the Act, on or before ea January 1, the City and the ..,,unty must appropriate and pay to the Rede pment Trust Fund an amount .qual to 95Z of the difference between: (1) The amount of ad valorem taxes levi ,urhority, exclusive of any amount from any debt 'cal property contained within the geographic bounds Arila; and each year by that taxing ce millage, on taxable es of the Redevelopment (2) The amount of ad valorem taxes which would vebeen produced by 1111,, millage rate upon which the tax is levied each year b or for that taxing A“chority, exclusive of any debt service millage, upon the ssessed valuation the taxable real property in the Redevelopment Area as o (i) with respect 1 the original Redevelopment Area as described in Appendix A Map A-2, (the 'original Redevelopment Area"), January 1, 1982 as shown on the eliminary ad -Alorem assessmentroll for 1982 prepared by the County's Proper Appraiser, ,oU (ii) vith respect to the additional portion of the Redeye ent Area, uhich was added in 1985 when the Redevelopment Plan was amended, a described in Appendix A, Map A-3 (the "Additional Redevelopment Area"), Janua 1, 1986 shown on the preliminary ad valorem assessment roll for 1986 pre . -zed by Iie County's Property Appraiser. • - -11- The assessment in each of these base years Constitutes the flint which any increase in the assessed value in excess of the floor will h, to determine the incremental tax revenues. The resulting incremental increase in ad valorem taxes is easure the amount of the contribution which must be appropriated and pp e City and the County. Under Florida law, the statutory obligation ol and the County to make the required payments to the Redevelopment .1 un continues until all loans, advances and indebtedness, if anv. intest thereon, have been paid. Uer the Act, the City and the County are obligated to approprizti.• . pay the valorem tax increment for the Redevelopment Area on or I.-. January 1 each year until any obligations issued with respect Redevelop en Area and secured by tax increment are no longer outstandiiip.. Under the the CRA covenan receipt. Pursuan interest in the Tax other liens thereon covenanted not to take, or adversely affect the its proportionate share terlocal Agreement, as implemented by the Bond Resolu: to pay all Tax Increment Revenues to the Truste, the Interlocal Agreement, the CRA granted a see., n rement Revenues to the City prior and superior or the benefit of the bondholders. The CRA consent to, or permit any action which will hiq-, bligation of the City or the County to apprc uch revenues. Calculation of Tax Increment -venues With respect to the pay measuring and calculating the required to be made by the Ci assessment value of taxable real pro millage rate established by the C beginning on October 1 of that year. of the Series 1990 Bonds, the method ual payment of Tax Increment Rpv and the County is dependent up06 y as of January 1 of each year and and the County for the fiscal Generally, Florida law currently ,ma a es the following procedure!. establishing the assessed value of real pro ty and in fixing millage rat, — (1) January 1 of each year is the sta each county property appraiser for establishi within the county. Real property improvemen substantially completed on January 1 are deemed thereon, and substantially completed property as o the county property appraiser based on its just value. measurement date used ! ust value of real prop,. or portions thereof o have no value anuary 1 is assessed .(2) On or before July 1 of each year, each cou property apprai-.• is required to complete an assessment roll of the value o all real prop,,, subject to taxation located within the county (unless exten.z-d for good eflu by the State Department of Revenue). Upon completion of this':s essment r..11 the county property appraiser is required to certify to each irig autholl,, the taxable value within the jurisdiction of the taxing aut ity. ThJ. certification includes the just value of new construction, ditiore; 1. structures, deletions and property added due to geographic bound: chaiey substantially complete as of January 1 of that year. -12- : tte cen$ edded' revenue (4) abereof, each is required fund the tent from non ad valo taxing authority u die county property proposed millage rate rateand, in accorda or may even adopt a ten less than the 'rolled ba (5) Within 35 days each taxing authority is re its proposed millage rate an which a public hearing will be the tentative budget. The coup in preparing the notice of propo property owners. Additionally. timely fashion as required by stet levying a millage rate greater than fiscal year. - -" Each taxing authority is required to compute the millage known as d back rate.' That rate is the rate which, exclusive of (i) new (ii) additions to structures, (iii) deletions, and (iv) property to geographic boundary changes, will provide the same ad valorem tax ach taxing authority as vas levied during the prior year. on preparation of a tentative budget, but prior to adoption axing authority in addition to computing the 'rolled back rate' mpute the proposed millage rate which would be necessary to e budget, other than the portion of the budget to be funded xes. In computing proposed or final millage rates, each zes not less than 95i of the taxable value certified by praiser. In establishing the tentative budget and the the taxing authority is not bound by the 'rolled back ith Florida law, may exceed the 'rolled back rate' ive budget and proposed millage rate which would be the county property appraiser's certification, d to advise the county property appraiser of e 'rolled back rate' and the date and time at d to consider the proposed millage rate and operty appraiser utilizes this information property taxes required to be mailed to this information is not provided in a e taxing authority is prohibited from 'rolled back rate' for the upcoming (6) Each taxing authority is sta two public hearings on the proposed millage adopting a final millage rate and a fin hearing, the taxing authority may amend manage rate as it deems fit and adopt a tent race. At the second public hearing. the taxin budget and final millage rate. The final bu adopted at the second hearing cannot exceed the village rate adopted at the first public hear provided by statute, no millage rate (exclusive !tillage) voter app fc:lal.le county and the city may annually exc The final millage rate is that millage rate used t. calculate th'e. tax increment revenue payments required to be made to a rode- pment trust fund ot or before January 1 of the next year. Final millage rates erally.should a . haae been adopted by October 1 of each year, to allow suf lent time for taxing authorities to calculate the required payment to the redevelopment i tll;tl, unless otherwise permitted by lay, final budgets must b.adopted by fund and to suthe same on or before January 1. Pursuant to bmit ItI4ng ,authorities prior to the beginning of a taxing authority's cal year 'Idl ls October 1 of each year. Typically, property tax state are 14iled on or about November 1, with collection through November 30 'r. ding a ily required to hold a minimum of e and tentative budget prior to budget. At the first public h- tentative budget and proposed e budget and proposed millage u hority may adopt the final et and final millage rate e budget and tentative Except as otherwise of valorem debt service mills each without 7 $37, aggre Addit io increme Incremen valuation of such yea for the base County. Excep the control of t maximum discount of 42 and descending to 02 as of March 1 of the followinK year. Taxes are delinquent as of April 1. Tax Increment Revenues for the Redevelopment Area --Historical and Projected The Tax Increment Revenues are appropriated and paid by the City and Ihr ounty to the CRA for deposit in the Redevelopment Trust Fund as required der the Act and as implemented by the Interlocal Cooperation Agreement. Thq essed value of taxable real property in the Original Redevelopment Area war 05,502 as of January 1, 1982 and in the Additional Redevelopment Area vau ,910, as of January 1, 1985. Since 1986, and for all future years, the e assessed value of taxable real property in the Original and Redevelopment Areas, for purposes of calculating the tax tax revenues, is and will be $115,767,412. The amount of Tax evenues to be received in any year depends upon the assessed able real property in the Redevelopment Area as of January ) he incremental increase in such valuation above the valuation ars and the total millage rate levied by the City and the or the City's millage rate, all of these factors are beyond The followin Tax Increment Revenu through fiscal year the Tax Increment Reven fiscal years after 1990- adversely affect the rea FACTORSherein. able sets forth historical and anticipated collections of in the Redevelopment Area from fiscal year 1985-1986 4 995. The City cannot provide any assurances that s actually realized will meet the forecasts for the , and there are possible circumstances that could ion of such Tax Increment Revenues. See 'RISK -14- • STO THE CITY OF MIAMI, FLORIDA C AND PROJECTED TAXABLE REAL PROPERTY AND TAX INCREMENT al lue 0 Taxable of Real 2 86 62,119 144„083 145,0 948 145,230 6 158,756, 186,828, 226,517,567 237,843,445 299.735,618 314,722,398 Increment of Taxable Value of Real Property (3) $ 8,456,617 28,875,671 29,291,536 29,463,557 42,989,469 71,060,747 110,750,155 122,076,033 183,968,206 198,954.986 October 1 through the next Taxable Value of the Real based on the real property year. (3) The Increment is the Taxable R minus the Taxable Value of Rea INCREMENTS - CALCULATIONS'. Millage is the combined general City. Total Annual Tax Increments represent e combined payments by the County and City which are equal to 95i of the. ax revenues generated from the application of combined general operatiii. inlilage against the Increment of Taxable Value of Real Property. (G) The significant increase in the Incremen of Taxable Value of Real Property in Fiscal Year 1986-1987 is attrib ed to the increase in the size of the Redevelopment Area, see 'REDEVELOP T AREA - Location'. (/) The increase in fiscal year 1989-90 is attribute' to the addition of the Courthouse Center project with an assessed value .127,471 minus the assessed value of certain parcels taken off the tax olls vhen they were acquired by the City for redevelopment pursuant t, the Redevelopment Plan Fiscal Year (1) 1985-86 1986-87 1987-88 1988-89 1989-90 (990-91 1991-92 1992-93 1993-94 1994-95 (1) (2) (4) (5) Total Annual Millage (4) Tax Increments (5) 17.3140 (6) 17.3150 16.8945 (7) 16.8885 16.6945 16.9675 16.9675 16.9675 16 9675 16.9675 $ 139,097 470,045 470,123. 472,716 681,803 1,145,437 1,785,196 1,967,759 2,965,407 3,206,980 :;ource:. City of Miami, Florida. cceeding September 30. operty located in the Redevelopment Area is a,.,essment on January 1 of the prior fiscal Property for the current fiscal year roperty for the Base Years, see 'TAX opting millage of the County and the The increased value in the Total Taxable Value of Real Pro the preceding Table starting in fiscal year 1989-1990 vas a lolloving nev developments being added to the tax rolls. li,ginning in 1991-1992 also include a projected increase of 52 valuation in each year.. -15- shovn in of the F. al years area Project • Courthouse Center Fiscal Year 1989-1990 Assessed Value $22,127,471 Fiscal Year 1990-1991 Project Projected Assessed Value na Towers, Building I $15,550,000 ' • • 1. Arena To 2. Biscayne V o''ec Project Fiscal Year 1991-1992 Projected Assessed Value Building II $10,188,000 Apartments 20,160,000 1. Gran Central Office Fiscal Year 1993-1994 Projected Assessed Value wer $50,000,000 There are no'assurance will be built since it is no important to note that the pro any other development which result of the Project. General however, that the Gran Central Office Tower yet under construction. see 'RISES'. It is ions prepared by the City do not account for ma occur vithin the Redevelopment Area as a The Florida Revenue Sharing Act of 1 Statutes (the 'Revenue Sharing Act') provide revenues by the State to units of local gove 'such 'as; the City. Al]. revenues. received by , pursuant to the Revenue Sharing Act are designa Receipts. The Revenue Sharing Act includes a for Revenue Sharing Receipts to be distributed from the For Municipalities, which is the fund to which the Sharing .Receipts. It..also provides that no eli receive less Revenue Sharing Funds from the State than such municipality from the State in the fiscal year 197 the State cigarette tax, State road tax and State 'Guaranteed Entitlement'). 'The Revenue Sharing Act there shall be no use restriction on the Guaranteed Ent -16- 2 Part II, Chapter 218, Florida or the distribution of certain ent, including municipalities, municipality from the State d herein as Revenue Sharing a to determine the monthly venue Sharing Trust Fund ate deposits the Revenue e municipality shall at amount received by 972 from the sum of or fuel tax (the. u er provides that portion of,the lo 'love ihe c assure State Revenue Sharing Receipts ('Guaranteed Entitlement Revenues"). , receipt of the Guaranteed Entitlement moneys is solely dependent on uing payment of revenue sharing by the State of Florida, on which no can be given. Sources o e e ue Sharing of Receipts. The fo wing taxes, or portions thereof, are required to be deposited in the Revenue haring Trust Fund for Municipal ties after deducting certain 'barges for ad stration and collection: Pledge 1. ':arette Taxes. Pursuant to Chapter 210, Florida Statutes, State tax is ied at varying rates depending on the weight and length of the cigaret and the number of cigarettes in a package. The tax for a standard p kage of cigarettes is 33.9 cents. After deducting a service charge, an:mount equal to 11/24 of the total is required to be deposited to the Re ue Sharing Trust Fund for Municipalities. 2. • Tax on ido provides for a municipa law, of one cent per ga after incorporation into service charge, the procee Sharing Trust Fund for Murata. 3. Tax on S ecia Statutes, also provides for a (diesel fuel, alcohol or any propel any diesel engine), used o first sale or transfer of title t withholding $10,000 from the tax and charge, the proceeds of the tax are de Trust Fund for Municipalities. uel. Chapter 206, Part I, Florida Statutes, ax, in addition to all other taxes required by upon the first sale or removal from storage, State, of motor fuel. After deducting a of the tax are deposited in the Revenue ities. Chapter 206, Part II, Florida cent tax per gallon on special fuel d product or combination used to old in the State payable on the eof within the State. After ducting the applicable service sited in the Revenue. Sharing The Series 1990 Bonds will be secured by a pl icy the City from the proceeds of its Guaranteed Ent ':ity's limited pledge of $300,000 in Guaranteed Entit -n a parity with the City's $6,500,000 Guaranteed Enti :.,ries 1989 (the 'Senior Lien Bonds'), and subordinate .:ity's obligation to set aside $2,000,000 per fiscal year :,.ptember 30) through fiscal year 1995 to repay a loan made virst Municipal Loan Council ('Municipal Council Loan'). The City has covenanted that it will not take any actio which will impair or adversely affect the Guaranteed Entitlement Revenues and s further ..ivenanted to take all lawful action necessary or required to c. tinue to ,ntitle the City to receive its Guaranteed Entitlement Revenues in e same ..mounts and at the same rates as now provided by law to pay the pr' of Ind interest on the Series 1990 Bonds, and to make any other payments re ired wider the Bond Resolution. - e of $300,000 per year ement Revenues. The n Revenues will be ent Revenue Bonds, d junior to the ober 1 through tsthe City by the The City's Guaranteed Entitlement Revenues and Revenue Sharing Receipts po Gu Guaran Entitl indicat Only the City's Guaranteed Entitlement is available to be pledged on a ity and subordinated basis to the payment of debt service for the Series Bonds since the Revenue Sharing Act prohibits the City from pledging any on of the Revenue Sharing Receipts received by the City in excess of its eed Entitlement Revenues. The following table sets forth the City's ed Entitlement, Revenue Sharing Receipts in excess of its Guaranteed e t and its total Revenue Sharing Receipts for the fiscal years City Fiscal Years Ended September 30th Fiscal Guaranteed Year Entitlement 1984 1985 1986 1987 1988 1989 1990 721,258 21,258 5, 5,7 258 5,72 , 5,72 5,72 ,25 Source: City of Miami, Finance The City's Guaranteed Enti in the tax on cigarettes and mo taxes would first affect the Revenue excess of its Guaranteed Entitlemen Receipts in excess of the City's significant, it is unlikely that a decre on the City's Guaranteed Entitlement Reve -18- Excess Receipts $5,994,149 6,240,917 5,377,383 5,747,170 5,465,600 5.151,742 4,748,742 a tment e t will not be affected by any increase o fuel. Any significant decrease in the aring Receipts received by the City in evenues. Since the Revenue Sharing anteed Entitlement Revenues are e in the taxes will have an impact Total Receipts $11,715,407 11,962,175 11,098.641 11,468,428 11,186,858 10,873,000 10,470,000 r 71• q:..(P.1144 fl."=.1t,`e..c,t4',".•Yii.,1.; • ko4' • 4.019‘14.4gv •4 ,4447-", .444-13134:e4,4 b a1fte.4ic9s r.teic1 iputla 1 • ; NWT .. Pi:PY .c41:414AtgPS..PP•AT'F, 1.%•P 44).9 CU: • i;;'.'2*.:'k.*:* • • • , • n. . 991 • • 1992: • 1993.•,:,,,, • 1994 - . , 1995 ...1996:,. • .. • $8,721 $5,721 • F..' ". 17"-.1 . ' • ..1:5,6•7` - 2 '•. „72';',006 •••.7:.:; .2.„:000'••:::,t.., • :C.00„oe.ii... • '2,009 , , ! • . -iService- 608. : •i•l• /s;:!, A••,• ve4.44.14p Revenuesc. 1.1.3 19911 Bonds , 30 30Q 3Q0 300 300 . •-• 607. 8, Ratio O. 10.37x 10.38x • 10.37x 17.04x Rouuded tcb.pgargst tliousand. do1.4xs,:, f.t OF. • .• • or; Bonds „. • DEBT SERVICE REQUIREMENTS AND COVERAGE The following table sets forth estimated debt service requirements for h Series 1990 Bonds and estimated debt service coverage to be provided from the ledged Revenues. After 1991, the Tax Increment Revenues are based upon the timates of the City. The table below assumes constant receipts of tax incren.t revenues on and after January 1, 1997, but actual tax increment revenue eceipts may vary and could be less than such estimates. See "RISK FACTORS'. Year Ending Oct. 1 P 1991 $155,000 1992 165,000 1993 180,000 1994 190,000 1995 205,000 1996 225,000 1997 240,000 1998 260,000 1999 280,000 2000 305,000 2001 330,000 2002 355,000 2003 390,000 2004 420,000 2005 455,000 2006 495,000 2007.535,000 2008 585,000 2009 635,000 2010 685,000 2011 745,000 2012 810,000 2013 875,000 2014 950,000 2015 1,030,000 Location nterest 84,413.75 ,732.50 94 .522.50 927, 4 .50 913, 0 897,22 50 879,560. 860,600.0 839,800.00 816,000.00 790,075.00 762,025.00 731,850.00 698,700.00 663,000.00 624,325.00 582,250.00 536,775.00 487,050.00 433,075.00 374,850.00 311,525.00 242,675.00 158,300.00 87,550.00 Total Debt Service Requirements $1,039,413.75 1,118,732.50 1,121,522.50 1,117,842.50 1,118,212.50 1,122,222.50 1,119,560.00 1,120,600,00 19,800.00 21,000.00 0,075.00 7,025.00 „850.00 1, 700.00 1„ 00.00 1,119, .00 1,117,2 00 1,121,775. 1,122,050. 1,118,075.00 1,119,850.00 1,121,525.00 1,117,675.00 1,118,300.00 1,117,550.00 Tax Increment Revenues $1,145,437 1.785,196 1,967,759 2,965,407 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,2-06,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 3,206,980 ,206,980 206,980 3 406,980 3, 3,2' 980 REDEVELOPMENT AREA Guaranteed Entitlement Revenues The Redevelopment Area is situated within the of the City. It is located immediately north of the centre to which there has been significant and positive physical and over the past five years. The completion of .8 number commercial projects within the central business district of the the Southeast Financial Center, the Dade County Metropolita $300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 300,000 -20- Estimated Annual Coverage 1.39x 1.86x 2.02x 2,92x 3.14x 3.13x 3.13x 3.13x 3.13x 3.13x '3.13x 3.14x 3.13x 3.13x 3.14x 3.13x 3.14x 3.13x 3.13x 3.14x 3.13x 3.13x 3.14x 3.14x 3.14x c pal boundaries ess district onomic changes significant y such as overnment To We grea r, the CenTrust Financial Center, the World Trade •Center, the Courthouse and Bayside have added thousands of private jobs and have attracted even umbers of visitors, businesses and tourists to Downtown Miami. Th on the So the East eedevelopmen South. The b Street on the South and the Area'). Maps of t Aree, respectively, Included within have been designated P general commercial are ("Right -of -Way") are kno, community to the West of is Southeast Overtown. The predominantly black community Vest nor Overtown experienced generated by the massive develop City. Under the provisions o 1969, as amended, the City a redevelopment plan to rejuvenate acquisition of land an.d the removal boundaries of the original Redevelopment Area vere N.W. 5th Street , 1-95 on the Vest, 1.395 on the North and Biscayne Boulevard on he "Original Redevelopment Area"). In 1985. the Original Area was expanded to include additional real property to the daries of this new part of the Redevelopment Area are H.W. 5th , North Miami Avenue on the East, N.E. First Street on the eorail transit lines on the Vest (the 'Current Redevelopment riginal Redevelopment Area and the Current Redevelopment e set forth in Appendix A, Redevelopment Objectives With respect to the Southeast Overt. portion of the Redevelopment Area, the City has established a number of ob ctives. Specifically, the City hopes to accomplish the following, among ot rs. through the Redevelopment Plan; Redevelopment Area are twodistinct sub areas which Vest and Southeast Overtown. The warehousing and located Eastof •the FEC Railroad Right -of -Way Park Vest and the predominantly low income ht-of-Way and East of 1-95 and South of 1-395 heast Overtovn subsection is part of a larger, ovn as Overtovn. Until recently, neither Park ajor economic spin-off effects which were in the central business district of the e Florida Community Redevelopment Act of County have developed an extensive .he Redevelopment Area through the light. 1. provide better employment opportunitie and upper mobility for residents; 2. provide opportunities for minorities (res nts) to manage and owr businesses; 3. maintain existing business and attract nev bu 4, rehabilitate existing housing; 5. replace dilapidated housing; 6. provide opportunity for residents to continue to 1 ve in Overtown; 7. promote home ownership and new housing for moderat inome families and encourage an income mix in all housing; 8. restore a sense of community and unify the area cul u ; and 9. preserve historic buildings and sites. In the Park Vest portion of the Redevelopment Area, e City': objectives, among others, are as follows: -21- 1. reinforce the property tax base; 2. encourage day and night activities in dovntown Miami; 3. reduce travel distance for downtown workers; 4. minimize adverse impact and promote existing viable commercial and industrial uses which complement the business activities at the Port of Miami located downtown; expand housing choices for Dovntovn workers; and ncourage comprehensive, large scale redevelopment. Recent Deve The Cit acquired real implement the Re Agreement, dated United States Depar proceeds were used acquire and renovate within theRedevelopmen the City has been lease rental units and condomin ithin the Redevelopment Area through its Community Redevelopment Agency, has previously perty within the Redevelopment Area in order to begin to elopment Plan. Pursuant to the terms of a Section 108 Loan bruary 7, 1988, the City borrowed $5,958,400 from the ent of Housing and Urban Development ('HUD'). The loan rig with $28,000,000 of City funds, by the City to rtain real property and to make other improvements Area. A portion of the real property acquired by a number of developers for the construction of s. One of the new multi - housing is Arena Towers, which 204 dwelling units, a 16-story 481 space parking garage. Th January 1, 1990 and currently building and the parking facility Arena Towers complex is located jus side of the street. y housing projects which offers affordable comprised of a 21-story building containing ilding containing 152 dwelling units and a 6 story building was completed prior to pproximately 852 occupied. The other e completed in February of 1990. The h of the Miami Arena on the opposite The Biscayne Viev Apartments is an. affordable housing and is being developed on located adjacent to the Arena Towers on 30-story apartment building and a 3-story bui apartment units, for a total of 463 apartme Apartments are scheduled to be completed on or housing project which offers nd leased from the City. It is North and is comprised of a g with townhouses and walk-up ts. The Biscayne View November 1, 1990. The City has also leased landto a pr. ate developer for the construction of Poinciana Village, 152 condominium un s which are located to the West of the Miami Arena. Phase I consists of 40 i. its of which 12 have been completed, and the remaining 28 are almost fini d. At the present time, 34 of the 40 units have been sold. THE PROJECT In addition to funding a Reserve Fund and paying the cos Series 1990 Bonds, proceeds of the Series 1990 Bonds shall be u the $5,958,400 HUD loan, including any accrued interest to date, the City in an amount not to exceed $750,000 for an advance by the CRA for payment of expenses with respect to the Redevelopment Plan, the cost of certain infrastructure improvements such as street impro sidewalks and landscaping to the area between N.V. 7th Street and N. -22- issuing the d to retire reimburse y to the finance s, th :A,ree • veto • :quire. o cquisiti 1992, but 'Liking by e and to acquire a number of parcels which are located in the Southeast ubsection of the Redevelopment Area. The City has already begun to e property included in the Project arid anticipates that the of the various components of the Project will be completed by June acquisition may be delayed due to litigation over the City's domain. See "RISK FACTORS'. The ability ledemption premium, ::ubstantially upon Revenues based upon in the $300,000 in Gua Fax Increment Revenues a make such payments. Th ::upported by the full faith :;tate or any political subdi From the Pledged'Funds. Nei any other political subdivision the Bond Resolutionor unde responsibility thereunder to app Pledged Funds in order to pay deb avail or cure any default in any suc RISK FACTORS of the City to make timely payments of principal of, any, and interest on the Series 1990 Bonds depends ability of the City to collect sufficient Tax Increment property in the Redevelopment Area which, when added eed Entitlement Revenues and interest earned on the Guaranteed Entitlement Revenues will be adequate to Series 1990 Bonds are not general obligations d credit of the City, the CRA, the.County or the sion of the foregoing, but are payable solely 'the State,- the County, the City, the CRA, or the State has any obligation or power under ida law to levy any taxes or any iate funds from any source other than the service on the Series 1990 Bonds or to ents. Except for the Reserve Fund, the Resolution which is required to co deficiencies in the event of one or mo payments of debt service on the Series 1990 which the Sinking Fund will be replenished e the Guaranteed Entitlement Revenues, and in Funds held by the Trustee, There can be no the City will realize sufficient Tax Increment required payments of debt service on the Series The following paragraphs summarize some o Florida tax increment financing such as the Series are not intended to be an exhaustive list of risk the Series 1990 Bonds. 1. Com.etition fro o fund or account under the Bond amounts to make, up for any defaults by the City in making nds, and there is no source from ept the Tax Increment Revenues, ent income on moneys in the • esentation or assurance that enues to pay, when due, all Bonds. e risks involved in a Bonds. Such summaries in connection with Co a able Develo Redevelopment Area. The City's growth strategy for Area is in competition with other communities loca Redevelopment Area whose growth will not generate Tax Inc for the payment of the Series 1990 Bonds. In the event number of condominium, rental or commercial projects are c the City outside the Redevelopment Area, the demand for housing within the Redevelopment Area could be reduced, there to a possible reduction in the assessed taxable value of Towers and the Biscayne View Apartments or the suppression development in the Redevelopment Area. -23- e Outside he Redevelopment outside the Revenues hat,a large ructed in sidential leading Arena ure 2. State, National and International Economic and Politicai Factors. Certain economic or political developments, such as downturns in the State, national or international economy, increased national or international barriers to tourism or trade or international currency fluctuations could all adversely affect the continued development of the Redevelopment Area or its attraction to businesses and investors. 3. Failure to Achieve Increases in Property Values. Numerous events could occur that might reduce or cause stagnation in the value of eal property within the Redevelopment Area, including natural asters; public acquisition of property within the Redevelopment Area b the State or political subdivisions exercising their respective rig s of eminent domain; or social, economic or demographic factors (or adve public perceptions thereto) beyond the control of the City or the tLayers in the Redevelopment Area. Any or all of such events could a ersely affect the realization and collection of Tax Increment Revenues. 4. 1 actof Additional Ta .aers or Increased Property Values Outside the development Area. The addition of significant numbers of new taxpayer or an increase of property values outside the Redevelopment a could result in an environment favorable to the reduction of the ounty and/or City millage rates that would, in turn, reduce the amount Tax Increment Revenues payable by the County and/or the City. 5. Appeals of Aess�ents. State law allows taxpayers to dispute assessment valuations. a ious State, local, national and international economic conditions may fluence a taxpayer's willingness to make or forgo such an appeal. he statutory method for determining Tax Increment Revenues uses a tor of 951, due in part to an expectation of some such appeals. Any sluzae of appeals which are successful in reducing the overall assessed llue of the Redevelopment Area in excess of such a margin of error c d result in reduced amounts of Tax Increment Revenues payable by ounty and/or the City. 6. Failure of Nev Projects Acbiere Economic Success. In the event the Arena Towers and/or the scayne Viev Apartments encounter financial difficulties, or the Gran -ntral Office complex is never built or leased, the taxable assessed 1ue of the Redevelopment Area may be reduced due to the decrease in v ue of the apartments and will not generate the additional tax increment -venues anticipated from the construction of the Gran Central project. nce the City has relied on the 1990-91 Tax Increment Revenues to dete ne the amount of Series 1990 Bonds to be issued, such failure, howeve may only -have a minimal effect on the City's ability to pay the princ p of and interest on the Series 1990 Bonds. 7. Litigation Pertaining to the Project. The Project will involve, among other things, the acquisition of all o a portion of four city blocks in the Redevelopment Area. It is anticip ed that the City will be able to negotiate with the ovners for the rchase of the individual parcels within the City blocks. In the event agreed upon -24- ce cannot be negotiated, the City believes that it has the power to take of the subject properties by eminent domain and believes that such power upheld by the courts. The .City further believes that it will be cap e of making any and all payments of adjudicated purchase prices of such parce under eminent domain. However, even if the City is ultimately succes. 1 in any eminent domain proceedings that 'nay have to be instituted, such domain litigation could materially delay the commencement of the developme of the parcelS and, if a large'number of parcels become entangled in eminent omain proceedings, the availability of additional Tax Increment Revenues w y be used for the repayment of the Series 1990 Bonds may be delayed. INCOME TAX EFFECTS In the opinio of Co -Bond Counsel, under existing law, interest on the Series 1990 Bonds i excluded from gross income for federal income tax purposes. Also, in apinion of Co -Bond Counsel, under existing law the Series 1990 Bonds are empt from all present intangible personal property taxes imposed by the S of Florida. The opinion of Co -Bond Counsel is rendered in reliance upon tain cash flow schedules calculating the yield on the Series 1990 Bonds and •n the certificate of the Underwriter verifying the accuracy of the schedules culatingthe yield on the Series. /990 Bonds. The opinion of Co -Bond Cou City comply with all requirem amended (the "Code"), that must be Series 1990 Bonds in order that excluded from gross income for requirements.include restrictions rega the Series 1990 Bonds and the use of The City has included provisions -and p order to meet such requirements of the C Bonds, and the City and the Trustee have provisions and procedures. Those requiremen rebate obligation contained in Section 148 covenanted to comply with each requirement of subsequent to the issuance of the Series 1990 Bo thereon be, or continue to be, excluded from gross tax purposes. Failure to comply with any of those inclusion of interest on the Series 1990 Bonds in 1 is also subject to the condition that the of the Internal Revenue Code of 1986, •as isfied subsequent to the issuance of the est thereon be, or continue to be-- eral income tax purposes. Those. ng the terms, amount and purpose of th proceeds of the Series 1990 Bonds. es in the Bond Resolution in ith respect to the Series 1990 ovenanted to comply with such • urther include the arbitrage the Code. The City has h ode that must be satisfied s in order that interest ome for federal income ents may cause the gr. s income for federal income tax purposes, retroactive to the date of issuans of the Series 1990 Bonds. An alternative minimum tax is imposed by the Code on porations at a twenty percent -(20%) rate _and on taxpayers other than co'oratton5 at a twenty-one percent (21%) rate. Interest on the Series 1990 onds will be treated as an item of tax preference for purposes of the altetn ve minimum tax and included in an individual or corporate bondholder's Iternative minimum taxable income. On November 5, 1990, President Bush sign into law the Omnibus Budget Reconciliation Act of 1990 (P.L. 101-58) (th "Act"). Section 11102(a) of the Act increases the rate of the alternative min m with respect to taxpayers other than corporations to 24% from 21%. increase in the rate is effective for taxable years beginning after Dec 31, 1990. A copy of the proposed form of the opinion of Co -Bond Counsel to b rendered on the Delivery Date is attached hereto as Appendix D. Co -Bon Counsel has not expressed an opinion regarding the other federal. income tax -2 5- consequences arising'with respect to'the Series 1990 Bonds. For a description of some of the possible federal income tax consequences, see the following paragraphs. 1. Environmental Superfund Tax. Section 59A of the Code imposes for taxable years beginning before January 1, 1992, .an additional tax un orporations at a rate of .12 percent on the excess over $2,000,000 of a oration's 'modified alternative minimum taxable income'. Interest on the S 'es 1990 Bonds received by a corporate bondholder will be included in the de ination of such bondholder's 'modified alternative minimum taxable inco 2 265 of th Bonds vil Series 19 companies su property and c of their deduc interest receive investments in the 3. 86 of the Code, recip retirement benefits may within gross income by Bonds. Fi cial Institutions and Certain Insurance Companies. Section Code provides that a financial institution holding the Series 1990 e.denied any deduction for its interest expense allocable to such ands. Under Section 832(b)(5)(B) of the Code, insurance to the tax imposed by Section 831 of the Code, including ualty insurance companies, are required to reduce the amount le. underwriting losses by 152 of the amount of tax-exempt om investments made after August 7, 1986, including s 1990 Bonds. Social S and Ra lroad Retirement Benefits. Under Section s of certain social security benefits and railroad e required to include a portion of such benefits e on of the receipt of interest on the Series 1990 4. 5 Corporations. income of an S Corporation halt close of a taxable year, if g gross receipts of such S Corpora on the Series 1990 Bonds will investment income. ion 1375 of the Code imposes a tax on the Subchapter C earnings and profits at the ter than twenty-five percent (252) of the ,is passive investment income. Interest be ncluded in an S Corporation's passive 5. Fore n Co o a ion Branc imposes a branch profits tax on foreign (302) of the 'dividend equivalent amount' the Series 1990 Bonds would be taken into corporate bondholder's 'dividend equivalen interest is effectively connected (or treated the foreign corporate bondholder's conduct of United States. ices Tax. Section 884 of the Code orations equal,to thirty percent the taxable year. Interest on count, in determining a foreign amount' to the extent such effectively connected) with a rade or business within the Other provisions of the Code may give rise to verse fedeTal incpmg_tax consequences to particular bondholders. Owners o he Series 1990 Bonds should consult their own tax advisors with respect to t consequences to them of ovning the Series 1990A3onds. -26- T enjoin authority litigation p the City to Revenues, as de LITIGATION e is no litigation pending or threatened'that seeks to restrain or issuance or delivery of the Series 1990 Bonds or the proceedings or der which they are to be issued or delivered. There is no ding or threatened which, in any manner, questions the right of dge its Tax Increment Revenues or the Guaranteed Entitlement ibed herein, to the repayment of the Series 1990 Bonds. CITY The Series 1 9 Bonds shall be issued by the City pursuant to the lnterlocal Cooperation reeent and the Bond Resolution. For a description of the City and the Coun see Appendix B. VALIDATION The Series 1990 Bonds ve validated by a judgment of the Circuit Court uf the Eleventh Judicial Circuit and for Dade County, Florida on August 23, 1990. The time for taking an peal has expired, and consequently the judgment has become final. LEGAL TTERS The Series 1990 Bonds will be acc opinion of Holland & Knight and Barnes, Florida, Co -Bond Counsel, in substantia Appendix D. Certain legal matters will be General Counsel, Jorge L. Fernandez. Certa upon for the Underwriters, by their co-counse Block & England and the Law Offices of McCrary & nied at delivery with an approving by & McGhee, both of Miami, the form attached hereto as sed upon for the City by its e al matters will be passed , ine Jacobson Schwartz Nash D e, both of Miami, Florida. Co -Bond Counsel will also opine on the date o issuance on the Series 1990 Bonds that the statements contained herein under he Sections captioned 'Description of the Series 1990 Bonds' (other than he portion thereof captioned 'Book -Entry Only System'), 'Security for the Se s 1990 Bonds', and 'Guaranteed Entitlement', to the extent such Sections puort to summarize portions of the Resolution, they constitute fair summaries o' the portions of the Resolution purported to be summarized therein, and e statements contained under the Section captioned 'Income Tax Effects' re accurate. Except with respect to the foregoing matters, Co -Bond Cou has not undertaken independently to verify, and therefore expresses no op on as to, any of the information or statements contained in this Official S a ent, or any exhibits, schedules, or attachments hereto. RATINGS Moody's Investors Service and Standard & Poor's Corporation . h assigned the ratings of 'Baal' and 'BBB+' respectively, to the Series 19 Bonds. Such ratings reflect only the views of such rating agencies, and a explanation of the significance of such a rating may be obtained from the rating agency furnishing the same. There is no assurance that such ratings will continue for any given period of time or that they will not be revised or -27- . . . withdrawn entirely by either rating agency, if in their judgment circumstances so warrant. A revision or withdrawal of the ratings may have an adverse effect on the market price of the Series 1990 Bonds. UNDERWRITING The Underwriters listed on the front cover of this Official Statement have ointly and severally agreed, subject to certain conditions, to purchase the ies 1990 Bonds from the County at an aggregate discount of $132,750 from t., initial public offering prices set forth on the cover page of this Officiaj. tatewent. The Underwritersobligations are subject to certain condition: cedent, and they will be obligated to purchase all the Series 1990 Bonds any Series 1990 Bonds are purchased. The Series 1990 Bonds may be offered .sold to certain dealers (including dealers depositing such Series 1990 B into investment trusts) at prices lower than such public offering prices, nd such public offering prices may be changed, from time to time, by. the Unde ters. FINANCIAL ADVISORS The Financial A. sors for the City are Howard Gary & Company with offices located at 0 " Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163, telephone n (305) 571-1380; and Raymond James & Associates, Inc. with offices located 880 Carillon Parkway, st. Petersburg, Florida 33716, telephone number (81 7 -8255. HZR RAT The information contained in from official and other sources dee correct as of its date, but is not g by, and is not to be construed as a far as any statements made in this 0 involve matters of opinion or estimates, they are set forth as such and not as representation is made that any of the p realized. The information and expressions document are subject to change without notice Official Statement nor any sale made hereunder create any application that there has been no ch City, the County or the CRA since the date of this AUTHORIZATION CONCERNING OFFICIAL his Official Statement has been compiled d to be reliable, and is •believed to be eed as to accuracy or completeness e entation by, the Underwriters. So 'cial Statement and its Appendices ether or not so expressly stated, epresentations of fact, and no 'ections or estimates will be opinion set forth in this a neither the delivery of this h , under any circumstances, e in the affairs of the cial Statement. STA At the time of the delivery of the Series 1990 Bon City will furnish a certificate to the effect that nothin attention that would lead them to believe that the Officia its date and as of the date of delivery of the Series 1990Bo untrue statement of a material fact or omits to state a mate should be included therein for the purpose for which the Officia intended to be used, or which is necessary to make the statemen therein, in the light of the circumstances under which they we misleading. -28- , the Mayor of the has come to their atement, as of , contains any fact which ement is contained ade, not EXECUTION .4 Th execution and delivery of this Official Statement by the Mayor of the City h been duly authorized by the City Commission. THE CITY OF MIAMI, FLORIDA By: /s/ Xavier L. Suarez Mayor -29:- MAPS OF THE SOUTHEAST OVERTO Southeast Overtown/Park es t Community Redevelopment Area 6OMM PA Douglas: Eleoen. School Lli OU e y Poinciana ri r Village cape V1ew l I Federal Courthou s+ctxttua ut UTHEAST OVERTOWNIPARK WEST BOUNDARY MAP 198 2' al p GIBSON PARK Douglas. Eleven. School 1.111aiKU$ PARK . Meal police Station City Advinis, SuUdIfl cn KO Arena Apts. sal Arena Dari County CotrthoU54 Federal Courthouse UTHEAST OVER TOWN/PARK I 4NItI4N C4u111 . 11•CINTKI.. C.. CAL. TRACE esuces.u. PARK EST BOUNDARY AP 1985* vaI*oL • s o2ava Heiioaoas o uated at• tire-<moutit: of s ,i`g_:• ,ma ti : o r foreign neare`st. , 0-4ite''I•fifty.agym .=r8 `-here:in aSi,al 8�'iriv e`z•s>5 '[` •;x ` $Due wfor l�ait�s'• � "locat on':;nsa r's': c"1'imate<="is £ st€orig1y r :nf ? vocal cl'imatid. af-aetors':"•= :it .,. ,t_.p. .. i�re�t. • S'umme'r ••tempera�tue�s`•• e�npeatures average 69,1 degrees Fa etv:e,eit Mite: moxiths= -of Hey{rand;;:Septe Aye eab. `•-;:of tensusA.i•,*? A ed to.:.bes: ;>37;`t:4:4 ,:=h3!•s the :;:Stet` ut4er6ost+��.•j:or:city�anc2,.s:eapo$t, centerof--"'P"an-American 'trade":and itory is the Bahamian island o 1... .. ,.si;:'L'.L't S•r:.•.L"". s. ....at:. ^.�w:L! �. C:.? ::Ml enged: verage = age,.181, nheit uirre early-teinjae=a tire' rs'' 5':5- is e :4 •deg=des;FahLenheit �." argr, Rainfall comes moat frequently rit1 Jude- the.i4i,e'avie`sX4. v?e'rag'iiig Bureau of Business and EconomicResear B:Ot;:the'Cat}Tpopu:fast U ziue yt s lar-.gec:iaaf:l c-::ofi Uba i 1 i.. have 'subseruen;t:'ly: Jrel.octt_ted=: rto. t entiof=" 37:1•4*44 :=•provided`.._by _'_the iSz'a; .According to .Citpestiatatec•; the ::by. the:•yeat:.20Qd�.- = • 5. f of. the. i.City: {; , . "i•iie �i ';;IR L"y' .. ^�x t ....5j:;/. has.c operat'etyd,4:i:i;.:u= •n=�d:2e=,r... ',:;r•P.P. ,om.io:::ftt..irinn-eCi:eyl.e:•:ic,treaF iment_;isince1921s The=''Commisotg� tial`i'fi'ed voters in`the,Cityr` one oft+:vlibm''seives';as as the governing body •of the City with powers to enact ord used. 'Dvs•xori�;`'ri'f versity "Of'F its a ogee �s?>=been tdOn orra,�of esolutions and appoint a chief administrative officer known as the City anager. The City Clerk and City Attorney, as well as members of the Planning ory Board, the Zoning Board, the City of Miami Health Facilities y and the Miami Sports and Exhibition Authority are also appointed by the ity Commission. Members of the Off-street Parking Board and the Downtown Deve ent Authority are appointed by the respective bodies and ratified by the Co ission. Ci elections are held in November every two years on a non -partisan basis. C •idates for Mayor must run as such for a four year term, and not for the Cons sion in general. At each election two members of the Commission are elected •r four-year terms. Thus, the City Commissioners' terms are staggered so t there are always at least two experienced members on the Commission. The City 14a ger serves as the administrative head of the municipal government, charged ' h the responsibility of managing the City's financial operations and organ g and directing the administrative infrastructure. The City manager retains full authority in the appointment and supervision of departme directors, preparation of the City's annual budget and initiation of inves :ative procedures. In addition, the City Manager takes appropriate action o all administrative matters. Mayor and City Commissioners . Xavier L. Suarez was el ted Mayor in November, 1985, and 1987 for respective two-year terms and re lected in 1989 to a four-year term. Mayor Suarez is a Summa Cum Laude gra. te of Villanova University, and holds a Masters Degree in Public Policy fro the John F. Kennedy School of Government of Harvard University and a Juris orate from Harvard Law School. He is currently a partner in the Miami law m of Jorden 4 Schulte. Mayor Suarez has actively served the Miami coeus ty for a number of years through participation on numerous advisory boards d committees. Dr. Miriam Alonso was elected Commiss in November, 1981 for a four- year term. Commissioner, Alonso is a gradua of the Catholic University of America and holds degrees in International Comparative Education and a Doctorate in philosophy. Commissioner Alonso as a real estate investment. company. CoMmissioner Alonso has served on the de County Housing Committee and other civic and community boards. Miller J. Dawkins vas elected'Commissioner in Woveznber, 1981 and re- elected in 1985 and 1989 for four-year terms. Co issioner Dawkins was elected-Vice-Mayor...for a ..one:-ygar term in 1989. He is graduate of Florida Memorial College and holds a Master of Science degree f 'the 'University of Northern Colorado. Vice Mayor Dawkins has been employed over 19 years at Miami Dade Community College. B-2 ctor H. De Yurre was elected Commissioner. in November, 1987 for a :our-y term, Mr. De Yurre is a graduate of the University of Miami and holds a uris Doctorate from St. Mary's University School of•Law and a Master iif Law ee in Taxation from the School of Law of the University of Miami. Ile has hi.. .vnlegal practice and has served on numerous advisory boards and committees the Miami area. P aected Commis 1987. for four -ye High School and the Board of Ahe er, Jr., vas appointed a Commissioner in October, 1970 and was er in November, 1971, and re-elected in 1975, 1979, 1983 and erms. Commissioner Plummer is a graduate of Miami Senior Cincinnati College of Mortuary Science. He is Chairman of uiuuier Funeral Homes, Miami, Florida. Administration of t Cesar E. Odio wa Prior to his appointmen Odio served as Assistant C responsibilities extended ov and vehicle maintenance, and 1980, he as appointed to the P Odio has a Bachelor of Science Memorial College, Miami, Florida University of Santo Tomas de Vil pointed City Manager, effective December 16, 1985. the top administrative position in the City, Mr. Manager for the City since January, 1980. His the functions of parks and recreation, building blic facilities. During the Mariel Boatlift in ident's Task Force on Refugee Affairs. Mr. e ree in Public Administration from Florida d majored in Business Administration at the a va, Havana, Cuba. Carlos E. Garcia, Director o in November 1976 as Assistant Finan employed in private industry in po Auditor. Mr. Garcia is a Cum Laude grad B.B.A. and also holds a Master of Scienc International University. He is licensed a is a member of the American and Florida Government Finance Officers' Association of 'nance since June 1980, joined the City Director. He has been previously ions of Treasurer, Controller and of the University of Miami with a degree in Management from Florida a CPA in the State of Florida and stitutes of CPA's and of the h United States and Canada. Jorge L. Fernandez, the City Attorney fo has been a member of the City Attorney's Offic graduated from Calvin College with a degree in received a Masters Degree in Administration and International University. He received his J.D. University School of Law and is active in several pr organizations including the Florida Bar Local Gove American Bar Association's Urban, State and Local Gove National Institute of Municipal Lav Officers, the Dade and the Cuban American Bar Association. Matty Hirai was appointed City Clerk on September 1, City's Assistant City Clerk from September, 1976 to.Augus B-3 he City of Miami, Florida, Lnce 1982. Mr. Fernandez istory and Education and p rvision form Florida ee from Wayne State ssional and community Lav Section, the Law Section, the Co y Bar Association She was the She is a faci inaint constru enforce graduate of Edison High School and has completed college courses at Pasaden, City College, University of California at Los Angeles, and Hunter College, York. She attended specialized courses at Syracuse University and obtainod the three-year Municipal Clerk Certificate extended by the University. Hirai is a member of the International Institute of Municipal Clerks. cope of Services and Agency Functions The City provides certain services as authorized by its Charter. Thu., ces include public safety (police and fire), parks and recreation.11 ies, trash and garbage collection, street maintenance, construction ;m- ance of storm drain systems, planning and development function., 'on of capital improvements, and building code, inspection an! services. The presently ha civilian comp provides a fu providing a ful ice Department provides a full range of police services al, budgeted a uniformed force of 1,144 and a full-time, permanew ent of 432. The Fire Department is rated as Class I a.•. range of fire protection and emergency services as well ange of medical and rescue services. The City pro des garbage and trash pickup and enforces sanitatim requirements. Dispo 1 of trash and garbage is performed by the County und, contract with the Ci The Department of Public Vorks maintains cert. streets and sidewalks d manages construction of sewers and other capii facilities required by e City. The State of Florida and the County al. - responsible for maintain most arterial streets and all. major highway- within the City. The Dep- ent of Parks, Recreation and Public Faciliti, maintains and operates a City owned parks and administers vari, recreational and cultural pro: r s associated with these .facilities. Regional Government Services The following information an data concerning the County describe II. - regional government services the CQUy provides for residents of the Couni . including residents of the City. The County is, in effect, a m cipality with governmental pow, effective upon the 27 cities in, and the .-.incorporated areas of, the Count The County does not displace or replace cities but supplements them , providing certain governmental services. Th County can take over particul activities of a city's operations (1) if services fall below minimm standards 'Set -by the Board of County Commiss o s of the County (the 'Count CpRaisOon"), or (2) vith.the consent ofthe gov ning body of the City. Since its inception, the County government as assumed responsibflii. for a number of functions, including County-wi. police services vhi.! B-4 ::•f;_t• n:t • ys t em ; 4_44 a con •p,:ji.t;i';(fray et er0 ralftatiOn af the. of:dateto t stateagences!'•••710 l:j?"Wat•:.iive".: '4g oVle rnm eAtia '••••ope iimes land : di s tribut d to,their . -respect able standards by the • :Co .ounti';•'. zit,' 7 'such .1's ;a re a's: ' as thil-Y!tonsnMer:Trotedtionvhealt ••," • -•;:„ •. • ECpNOMIC -.AND .• D upt.ion and Recent Developments • -.6':.:1.0•Cit, !•-tcriversified 1"..teconomic anufae*ur.ing •trade ,• -commerc'e,••• wholesale a . ••e•:•;:7A:" t-y-,•.!s • ;tha•reourist conomi oce, the :Igreat -•]!gaina thesCity has rgat fenal -bit s•ine ,real . es tate..!......andi! "tans paricirba se'. • • 1.• • ; :•••' • • - ' ••• .7! •,•. r - - • I I ! 011 t.61' M Eap kat: !•:1. p olitelaervic e:s:xiWtkthin,:,-;,gb IntIATic.-,tpial•tie •%!••eti: -eo-Ymitticitia aCtime,.;:faht ormativrtlq.ep.pAr•in.,i.4134hihgtomo;A,&••• • „. . • Cr1J3e Infoaaton'enter a un.foxm ystem o1 f4K'gy: prqtectiou which complement municipalE...-stine.prothotlhh:),:!,Se.ry.i.,9!..itli es? ,and. pro.v.i.de .pr.otectionfor hiich4rlieve.;? .fC onSolidat.-0.dxc the • ic:geli4V,.. .i.Of•-•tithe 'Tao ri d a .:.t.4.oris:t. and operation of ; a coordination of the various surface transportation prograisi, dated public transportation • system and a unified.4.,...Fap.41 ation • • of a central traffic control. computer system; •ombned xlibrhry.•c.:§51.stem of,,wouncyand„.jeighteen getheoperatfehe P.4**4.41*g•FY 1?;F",a9,11.F S .1:C 411g:: f 9 r itt,!..„,•,:Counq.-F wide • o pert -411F0.6.=;,,•0.4 ;.:13o a psiofub1ic istrutionand the purpos eo.budget pre.par at.4"on and ..., far -ons;. collection :by the County 7:ax „Coll c tly to.: sthe„. :.re spec tive rumen fa0s tax leviest; and. „Commis sion, enforceable throghout the ental ,,,,rescnAece: manage..mellt,building and „.: ;. ;:: • , •••:. '• !:.••• • GBA.P.ECIC .DATA •,L. isp ad . retail:• xrp,4e,anck.:;A91„10.,Fm. rada.• remains,,,,an„ 4.x!ipii;r•aht e„. in -.the Are aa -of; :3ha4ing • ' • • , • "." !!!.` ?.1 1. • !!' !!:,% t.Titator, .capital improvements • have allowed- the-1:a to. adcomm °data 1. and er...1;th is rapid expansion .• • :The Port • of •• Miami. -has a t" . doubled ...In size • 116.05:r.: acres to BOO:- acres through a -$250 million expans program completed 1.98L::*Y4'?...,,The Toreexpansion prograa is designed to wove • million tons of •,ki.:'.`iind'-'4OUr 'million, cruise, ship. passengers .,:E;year.3.44..i:tbe ar 200 , • • .aufF,Internat.oAirportria1 =. is"';‘;undergoing: ttat-•4 1,0 A seven story ,-50 0 space parking t,structure, aIn terninal, has t.been• completed . ...elevated •. pedestrian i4iiiti;.-•-ekitay• 19 85.,liconnect.s: s-the structure • to: • • - B-5 expansiOn 9s!,:f0* • Other projects include the construction of a direct connector road to tho rport expressway, and a cargo tunnel. Expansion and modernization nt senger gate areas continues in order to accommodate the increase In d estic and international passenger traffic. part' projec -excess Bayside ovntovn Miami experienced unprecedented growth during the 19801., y in the development of commercial office space. Complet..0 epresent an estimated investment of public and private funds in .4 billion. • The Roe downtown vate twenty acres The project cu cost vas . $128 investment in located adjacent Bayfront Park Company, •a leading builder of specialty marketplaces in ont settings, has developed the Bayside Specialty Center un y-owed property along the waterfront in Downtown Miami. features 235,000 sq. ft. of retail space. Total project on, with City participation limited to a $4 million ructure improvements. The Bayside Parking Garage. to specialty center, contains 1,200 parking spaces. Bayfront Park, adjac to the Bayside project area, is currently being redeveloped at a total proje.. cost in excess of $20 million. More than fifty percent of the project fina ing has been secured by the City through a variety of Federal, state and p vate funding sources. Miami Arena The County levies a 3I Conve ion Development Tax on hotel rooms, of vhich the City receives one-third. s tax is received by the Miami Sports and Exhibition Authority to finance its perations and debt service cost. The most significant project financed by uthority is the Miami Arena located within the Southeast 0vertovn/Parkvest v lopment area, home to the Miami Heat and the University of Miami Hurrica The 300,000 square feet multi- purpose facility, completed in 1988 at total cost of $48 million, accommodates up to 15,600 spectators. Corporate Expansion The favorable geographic location of ter hiami, the trained commercial and industrial labor force and the avorable transportation facilities have caused the -economic base of the are to expand by attracting to the area many national-and-lmternational linos :.business, in Latin America. In Greater Miami, over 100 international c ations have set 'up hemispheric operations. Among them aresuch corpora as Dow Chemical, Gulf Oil Corporation, Owens-Corning Fiberglas Corporatio e ican Hospital B-6 .. . . - • -.,- :7-1 6.4i1 N'Ayt:i41.4,40i ).3$;<,' 11. Qr. r".41 tipply, Coca-Cola Interamerican Corporation, Ocean Chemicals, Inc., a of Rohm & Haas Company, Rovye Trading, A.G. Mayr Brothers !Jiternatio l and Abtron Corp. Other tional firms that have established international operations or “tfice locati . in Greater Miami are Alcoa International, Ltd., Atlas chemical Indust es, International Harvester, John Manville International, Minnesota (3-M) :;,..ort, Inc., Pfizer Latin America Royal Export, and United Fruit, Baccus Elec..onics and Kraft. Industrial Developmen Greater Miami con ns over one hundred million square feet of Industrial space. Menu a uring concerns account for nearly half of the ,ircupied spacewith storage ompanies occupying an additional 35 percent of lhe City's industrial space. ransportation and service companies occupy the hulk of the remaining 15Z of th City's industrial space. The Industrial Development thority (IDA) of Dade County reports that approximately two-thirds of Grea Miami's industrial firms own their iacilities. There are currently 37 dustrial parks in Greater Miami. Greater Miami's apparel indust primarily consisting of numerous s a iiperations. Approximately 30,000 jo manufacturers. Florida apparel firms, mos area, shipped $849 million of merchandise 1970 figures. Financial Institutions one of the largest •in the nation, firms rather than a few large are provided by nearly 500 hich are centered in the Miami 0, a 56 percent increase over Dade County is second only to New York in international and Edge Act Banks in North Americ foreign bank branches and 10 representative o community,. Additionally, there are 29 Edge Act Banks Miami area. These include: BankAmerica Interne International, Banco de Santander International, Chas Citibank International, Irving Trust International, International, Manufacturers Hanover International, International. The Federal Reserve Edge Act Amendment, permits banks to open international banking subsidiaries out states. The Federal Reserve System -has established a branch o County to assist the Atlanta office with financial transactions Floridaarea:- * * • eatest concentration of ith approximately 41 es operating in the are located in the Bankers Trust International, Express Bank organ Guaranty d in 1979, e their home ce in Dade the South e and 1, a The ten year summary presented below is for. Metropolitan which includes the City of Miami. These figures include nationa B-7 ad County state chartered banks which are FDIC insured. Non-insured state chartered banks are xcluded. Number June 30 of banks Total Deposits 75 $20,070,795,000(1) 69 25,958,000,000 9 73 - 23,042,378,000 198 75 21,615,733,000 1984 76 21,770,028,000 1983 74 19,256,581,000. 1982 70 16,158,326,000 1981 65 13,488,248,000 1980 65 9,234,540,000 1979 63 9,341,691,000 ource: F.D. .C., A 1 a, GA (1) Reduction in dep.its is attributable to more stringent FDIC regulations, which hie caused a shift to other investments not insured by the FDIC. ,Tourism Greater Miami always has a very attractive city for domestic and international tourists. Its c1i. e • and beaches draw many thousands of, visitors throughout the year. Loc government and private interests, have cooperated in developing outstand.n attractions and events which include power boat races at Miami Marine S iuin, the Orange Bowl Classic, the Seaquarium, Parrot Jungle, Monkey Jun the Orchid Jungle, dog and horse race tracks, Miami Jai Alai, the Vizcaya - ace and Metrozoo. Other points of interest and activities include tours of t. Everglades and the Florida Keys, major league professional sports events, annual attractiOns such as the Youth Fair, Graphics Fair, Orange Bowl Na thon, Calle Ocho Open House, Carnival Miami, Coconut Grove Art Festival, anza and Goombay Festivals, Hispanic Heritage Week, and the Orange Bowl fest al events. Two major auto racing evehts'are held in th City annually. The Miami Grand Prix auto race has been run annually in doyntMiami since 1983. Cars and drivers from around the vorlecOmpeted for more "hen $250,000 in prize Money.in'1989 The,lamiabi. :CART trand:Prir nape bis.b n held at the Florida International University campuStin'Greater.Miaml,since, During 1989, approximately 7.7 million out-of-state asitors stayed in over 53,565 hotel and motel rooms in Greater Miami. Many f these visitors B-8 • .1 ati'oxrs'i t,t;a'de':':,ac:t :i'tfe8:u: ritil>'. 41,§ -ear Fe:expends ;;t4a pr cdrdi`ig:'•t'o:.h'e 'e'st3natf:sto! aci f es>:t. .,.^ jit4'0';�h'a •aft'el.ss-lobs'ttd". in. Great eif? M ami-4offer•-virtually all general y`a=speci- =i .(d vie'dica1 'setVices: 'his.:prggreas.sive17anc ;.,grrowir}gt*health ivery%-sy :em°:'•tpr€ivide:s ...educat•ion ; opportunity E=fpi ar;tie:- :health,.Errt ae rfa and... ace'sv7r-fliirami �5 in Ci the --^fo`ref-rontt:4s of•,z,scgrgraunit es;:.,:,v ti s n arid,liit'e'rna* ona;rgsedicel:,capabilities:; , -:.r.,.;.� + .,••:: ive':natio at11.:Fac l}itie terj :Mami ::a er :rprovi"de'tl'ty 'City 0 ° thletici fo`r spectator .adium, the fi1'iami Arena,' d:.'';:the.• ' } aiui 'Cone Tonal aid:=c'Q3lege d ootal2,, therethle 1C 'events.-; in moto"rcycie`speedvay i :s = famiins••for its yacht. club s= aiid- et1 ma=iris's ' ' :'year rourii3' a a't'ec`ours"es' veiel open`�:gol Fie Greater 113aani area s 4'03` piib'1ic p a.y .proviiiiri'g'rres3deiits'' arid' vs"sifcirs:" c s unique only to South Florida in the :con a=t trri of ac litdes tat` are = enj'oyi a71:1 ='courts . `boa't` ramps, 'vita" courses,'' rpzcz}ie `= at'iiig; equestrian. t`rai is aba� nd seba11 'and''softb The Greater Miami area's 22 pubiicnibeaches: comp eely �itcce'ss'ible`==and'�xa're enjoyed year round>;by: tea uri1'° Facihities and' Affa : The ,Grea'ter'4Miami' alrea / id- an ••extensive 7.1ibr tri's'tory•`'and `art" gallsrles: A`•'nev 'cultura;l.;'ce 'cost`^lof �$26:6':r. million' -opened in downtown` M-i`siai designed 'by :'Philip Johnson, is composed of a libra er, and a historical museum. sail ing,r' :deep sea =f sl in'g and - marinas' 685•`.s:berthing, its fans are held . at..the..City-:owned Orange bby Maduro-,Sas.eball stadium, the Marine E'en'ter:: 5parts�•.:cometion ntludes: sketbaTT ' baseball' :and ••�champioriship `•boat' clue amateur football.,..basketball, soccer, aiig a roving events.. tw'the' ater-3fi'am 'area":s' 2.3,kpubl'it- and 14 f"tisurisaare.- held;-eech':•" e z ndf rpl-aygrounds'`cover ' 408 range of subtropicalw nature • enta3° l}::5;. =; :ach•;::pa riC..: ryas=•.$ a. `round. T2ieee ?faclit%e's' mm 4 :goals:;+,: `eni i.s • rcbi%zts 4904,_ac•res.3 which s,;:_and„togrip ts vera2;.museums wilt, by` the 984 : The' Y ins arts Symphonic and pop concerts are performed regularly. Five theaters draw plays and concerts from around the United States which appeal to all ages. Operas are performed by both amateurs and professionals. Resident dance companies offer a full calendar of events. ucational Institutions The public schools of the County provide educational facilities on prim and secondary levels. Public school enrollment, including both prima and secondary levels, since 1980 is as follows: School Enrollment Public School System Dade County Yea Miami Total 1989... 50,757 275,233 1988... ..... 41,521 262,213 1987.. . 36,994 '244,734 1986.. ...... 38,345 236,127 1985........ 37,093 227,906 1984 36,992 223,684 1983 ....... ..... 35,394 223,948 1982..... ........ 35,662 226.324 1981 36,430 233,886 1980 . 35,093 226,576 Source: Dade County School Board Over 70,000 students are enrolled in t. followirtg colleges and universities located within the area: Barry University Florida International University Florida Memorial College International Fine Arts College Miami Christian College Miami -Dade Community College St. Thomas University University of Miami 13-10 its boundaries. he Dade County he nation and es. It ranks o domestic and • n st The ade County film and television industry ranks third nationally behind Nev o k and Los Angeles in ite annual dollar volume of production costs. As stioated by the State of Florida, the total production ecpendi.tures «r the State vere $220 million in 1989 and the Greater Miami portion vas e ated at approximately $135 million. Agriculture The land area Greater Miami includes large agricultural expanses on vhich limes, avocado uiangoes, tomatoes. and pole beans are grown for the fresh produce market. During the sunny and warm winter months, the mild climate enables these cr.s to be grown and harvested. Many of the vegetables are shipped to the northe:v. United States during the winter. Exotic tropical fruits such as plantains,Ghee fruit, papaya, sugar apples and Persian limes grow in the area and cannot vn anywhere else in this country. Export More than sixty-four percen to the U.S. Commerce Department billion, flays through the ports Further stimulation in the in implementation of the 12 year. Caribbean boost the economies of Z7 countries islands. The Caribbean Basin Incentive p into the U.S. of material goods produced bring greater economic stability to those c rida's foreign trade, vhich according 9 figures totalled in excess of $28.4 e City. climate has resulted from the Initiative program, designed to Central America and the Caribbean vhich grants duty-free entry the region, is also expected to es. Trade offices have been established South Florida by several countries, in addition to economic affairs ducted by the 37 foreign consulates located in the Greater Miami area. ese trade offices include those established by Belgium, Chile, Colombia, the Dominican Republic, Guatemala, Hong Kong, Jamaica, Korea, Panama, Spain d the Philippines. Miami International Airport The County is the owner of five separate airports The responsibilities for their operation are assigned t Aviation Department. Miami International Airport ranks 9th llth'in the world in the number of passengers using its faci 4th in the nation and 7th in the world in the movement international air cargo. B-11 The Airport's facilities include three runways, a 7,500 car park complex, approximately two million square feet of warehouse and office spac'A: rid maintenance shops. Approximately 30,000 individuals are employed at'Abi7 port. In 1989, the Airport served 25.4 million passengers and handled, bi on pounds of cargo. Previous year statistics are presented below: Ye 7 19 1982, 1981.. 1980.. Passengers Cargo (000's) -(000's lbs.) .44 ....... **II" •• ...... •••••• ....... ........ o ce: Dade County Av Port of Miami ion Department. The Port of Hiami is County Seaport Department. sailing from the Port increa 112i. This increased growth h leading cruise ship port. The Port of Miami speciali cargo handling concepts. The mos convenient location combine to make to the Western Hemisphere. From increased from approximately 2.5 mi increase of 29Z, 25,408 24,224 23,801 21,357 19,853 19,328 19,322 19,388 19,849 20,507 1,730,650 1,429,944 1,374.380 1,200,270 1,031,700 1,130,184 1,184,526 1.246,700 1,170,009 1,130,800 nr, • 1 . • j ed by the County and is operated by the Dade om 1980 to 1989, the number of passengers from 1,459,144 to 3,100,055, an increase of hlights the Port's emergence as the world's 1 unitized trailer and containerized e tive use of equipment and the Port's Port the nation's leading export port. to 1989 the total cargo handled js tons to over 3.2 million torts. an A summary of the growth in revenues, years is presented below: B-12 a rs and cargo for previour Cargo Revenues Passengers (Tonnage) 8 . $30,035,859 3,100,055 3,206,417 1988 26,489,275 2,502,411 2,602,556 1987. 19,933,917 2,633,041 2,425,937 1986... 17,973,522 2,520,511 2,406,048 1985.... 17,135,048 2,326,685 2,333,076 1984..... 15,943,548 2,217,065 2.287,281 1983..... 14,201,008 2,002,654 2,305,645 1982-- 12,949,687 1,760,255 2,665,921 1981 12,468,522 1,567,709 2,757,374 1980,056,896 1,459,144 2,485,791 iource; Dade County Seaport De rtwent. )emographic Data The following table indicates distribution by age groups among the population of residents of the City an the County. Age Group as a Percentage Total Population 1980 arni Dade Age Group Number Number Percentage 0-5 23,459 7Z 113,544 7Z 6-19 61,826 17 330,738 20 20-34 75,919 22 374,276 . 23 35-39 106,569 31 ,71,351 29 60-75 55,924 16 . 0,136 14 75+ 23,168 - 7 1#. 7 6 7 346,865 1002 1,62 8]. 100Z Source; 1980 U.S. Census of Population and Sousing. Retail Sales Although the City contains 22 percent of the .population o almost half of the dollar value of sales transactions for the reported in the City. The following table presents five years of ta information for the City and the County. B-I3 0 County, nty are ble sale Taxable Sales ($ in thousands) Fiscal Year 1989 1988(1) ' 1987(1) 1986 198 Mia .. $ 8,226,828 $ 8,-708,334 $ 6,686,603 $ 6,400,652 $ 5,900,00Il Dade aunty. $18,089,189 $18,401,045 $15,860,503 $14,556,903 $13,500,0011 Miami/.. e.. 45i 47I 422 442 442 Source: De.-- tment of Revenue; State of Florida. udes amounts received from the State of Florida tax on the :::,J0 ofessional services which became effective in July, 1987 ni,i ealed in December, 1987. Employment The tables be indicate the scope of employment throughout'the Cit.; and the County. B-14 - • ' Employed Persons by Industry Type 1980 • :r or 1,1 A4c, ..**:;*4 , :4; Miami Percentage Dade County Percentage Agriculture, Fo.stry, Fishing, MInin ...... .. 1,590 12 14,850 22 Construction 11,150 7 44,560 6 Manufacturing . 27,070 17 103,970 14 Transportation, Coinw cation, Public Utilities. 12,740 8 81,690 11 Wholesale Trade 9,550 6 44,560 6 Retail Trade 27,070. 17 133,670 18 Finance, Insurance, Real Estate..... ..... ... 11,140 7 59,410 Business and Repair Service 9,550 6 37,130 Personal Entertainment 6 Services 5,920 10 51,980 7 Health Services ,740 B 59,410 8 Educational Services 960 5 44,560 6 Other Professional Services 6, 4 37,130 5 Public Administration 6 6 4 29,710 4 Total 159,210 1002 742,630 100Z Source: 1980 Census of the Population and Unemployment Rate g• Miami 7.92 6.72 .22 8.2Z 9.22 Dade County6.4 5.4 6.7 7.5 U.S • 5.3 5.5 6 7.0 7.2 source: United states Department of Labor, Bureau of Labor atistics. Housing The U.S. Census figures for 1980 show that the median va occupied housing in the City vas $47,517 which is an increase of B-15 Ot owner of the „ „ . median value of $17,500 per owner occupied housing as outlined in th, .S. Census figures. The following tables detail the characteristics of housing by Qui! the ity and the County. Values of Owner occupied, Non -Condominium Housing Units 1980 Miami Percentage Dade Percenl. Less than $25,00 3,690 11Z 14,156 6Z 25,000-39,999. ***** .. 8,283 25 43,732 18 40,000-49,999.. 6,326 19 39,978 17 50,000-79,999.... 11,012 33 81,130 35 80,000-99,999-- . 1,684 5 21,211 9 100,000 and over 2,462 7 34,658 15 Total 33,457 1002 234,865 1002 Median Value 47,517 $ 57,200 Source: 80 U.S. Census of the tion and Housing. Occupied Hou g by Tenure 1970 Percentage 1960 Percentay.- Owner Occupied 43,158 45,738 34Z Renter Occupied77,235 • 88,308 66 Total 120,393 1O 134,046 1002 Source: 1970 and 1980 U.S. Census of the Popu a i and Housing. Building Permits The dollar value of building permits issued in y and in !' unincorporated areas of the County since 1980 is as folio B-16 Building Permits Issued ($ in thousands) City of Unincorporated Year Miami Dade County 989$308,941 $2,731,505 8 288,771 2,702,387 7 238,513 1,190,493 19.t. 192,418 1,023,858 1985. ' 322,785 864,862 1984.. 345,262 953.055 1983.299,941 903,706 1982.... 358,676 659,160 1981...... 532,205 901,676 1980........ 350,054 1,020,840 : City of Miami Department of Building and Zoning and Dade County t•.-1•:,, i.ment of Building and Zoning. Nevresidential construction in he City since 1980 has been. estimated p. i.•ilvvs: Year Number of Units 1989 1,624 1988 ....... 212 1987 1,425 1986 801 1985..................................... 603 1984 1,018 1983 661 1982 1,753 1981........................................... . 3,164_ 1980 2,188 •.-•uit:e: City of Miami Department of Building and Zoning. B-17 0 A RESOLVTION, UTDING EXSIDPTS A, AND B, 0UPPLEHEN LNG RESOLUTION O. : , :+: OF THE CIt'Y OF MIAMII, FLORIDA, AUTHORIZING ISSUANCE OF COREVENUE BONDS, SSSIES 1990 IN AGGREGATE PRIIJ«ui AMOUNT OF' Si1.000,000 TO FINANCE COOT OF ACQUISITION AND EV]Q OPMENI PURPOSES OF C11:i??AIN PROPERTIES TN ' r.r SOUliiEAJlI OYERTOWWPARE WEST REDEVELOPMENT AREA AND ' ; FINANCE RZPATM NT OF A LOAN MADE To CITY BY THE UNITED STAT7 S * r AlCI7idEfQ1 OF HOUSING AND URBAN DEVELOPMENT; PROVIDING FOR t:+ OF SUCH BONDS FROM CERTAIN REVENUES; MAKING CERTAIN 7 :* ANTS AND AGEEEM N IB ix CONNECTION THEREWITh DELEGA '. G TO CITY MANAGER CF3TA1N MATTERS IN CONNECITON %TM TSE ONCE OF BONDS INCLUDING, AUTHORITY TO APPOINT A TRUfTTEB, BO :: PAYING AGENT AND ADTHEN ICATTNGAGENT ANI) TO ASAID BONDS; PROVIDING FOR CREDIT SUPPORT FOR : •°.tr* : AHD COVENANIR AND AGREEMEN113 FOR 88NFF1T OF PROVIDE$ 0 ' s C88DTI SUPPORT, W NECESSARY: PROVIDING FOR RESERVE FUND + HUBANCE POLICY AND COVENANTS AND AGREEMENTS FOR BENEFIT +'i P 0VIDER OF SUCH INSURANCE POLICY; APPROVING FORM OF OPTIMAL BTATSMENI AND AVTHOET2ING TSE trEcLTIloTi t' , +' Y OF FINAL OFFICIAL STATEMENT; FINDING AND DE ERMJ NING i> :. er: NEGtTTIATED SALE OF BONDS; APPROVING FORM, EXECUTION AHD D r'•: :+: Y OF BOND PUBCRAHE AGREEMENT; MARIN O CESTADI O'17IER AGREEMENTS S AND PROVIDING CERTAIN O'XHER DETAILS TiDrREWTTS; AUTSOR1ZING .CITY OFFICIALS TO TARE ACTIONS IN CONNECTION WITS BALE AND DELIVERY OF PROVIDING 8EVERABU.II'Y AND EFFECTIVE DATE. BE Ir RESOLVED BY TEE COMMTBSION OF THE MIT OF MIAMI, SECTION L AUTHORITY FOE TH. B RESOLUTION. Thu Resolution Is SECTION 2. DEFINITIONS. As used herein, sutler the mamext otherww'iguiresG A. "Acquisition and lmproesment Fund' means the City of Masai, Florida Comm iteeeaue Bonds Series 1990 Acquisition and Impro►emoot Fund seated sod established pmeoaat to Section B. 'Ad" means the Charter.of the lather (hut only to the .:teat not iaconsist,ot with end prori'i000 of Section 188.021, Florida Statuteek Chapter 198, Florida Statutes; the Constitution of the Bouxi Rewlatioa and other applicable provisions of low. C. 'Additional Bonds' mean' additional obligations lammed in compliance with the terms, condits Limit itiom contained herein which shell haves Den, equal with the 1990 Bonds, on the Pledged Beeenues. D. 'Amortisation beta}} neat' means the fund, to be deposited in the Redemption Aaarunt in a give Year for the payment at maturity or redemption of a portion of Tam Rondo of a designated varies, as established by the at or before the delivery of that series of Terns Bonds. E. •Autbsnticetimg Agent" means the bank or trawl company appointed by t . Chi Manager or Mayor in accordance with the terms of Section 7 hereof as Authenticating Agent, or Eta monomers or swigs= es Authenticating Agent hereunder with the respect to the Bonds. F. 'Authorised Depository" means any bank, trove company, national }..long association, Devli ga and loan to the Act as "pang 1Q1 ao.laemdvd pan; Bo pray) pro ud'1•a+elal Sod o1 L+aoe'o.a vino= 91 Rv.m .1o.mo+1nb'8 11'1ve8 =9'a. 'YY '4m1OD'P'QJo uvao!enmmoo 4mwa;o pnog op mom .uol"Swo3 4m1'D. Z ''P!+'Id'400'0 °Fga orgmtg .4''°3. 'Ji •"oprlaop 1.moa . gvargddv ud puv a9ming mmaa'g p q.11gnd S0!pnpao aquas moms!' I"+'19 '91 Jo a8u{ln+ vlgv dd a!lelnflol 6naodmq'"ollalnflu rimy a(goa9dd 8npnizao L"..j '91 Jo;uom!++daa '91'i 91+OJ i" +o p'alvlaoo Joa+vga "o!gg1o1d+agll vvpafaa! 'Joawgl Porno o v97 Lq plumb`. pg. 'a'!11ram1 .'alga! 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"'0661 '07 I!+dY go P'1a"• "non '91 P B610'06 'Oti "!P I 'onnwnl 1,1!+0Ud .+44W0 1'p"oad P193. 8 Jo Lop 1'ng 01 »'.Fogg'! pgo 00 Pulp" Puy om"m ."e3 paog.'b o¢.vq+omry'9,L (C) pgv 'Raog ma'y 9a[mg = boa goo® '9.L (0 lanom"'q,L (I) 1 pquodop v"9'v9 a'91 m.[ 1'91 mJ 1.aaalm s aunmb^!'e! -"V poog.'d cpve. +'panwoq +v.marBog Flog m 'o9!.m +o ammaaoa e1( +o '+..q'B'g pool/ " a! +o6vpi m +oa'gap¢ 4!D '41 S9 p.•1aladdv Savdmao Ara +o Iooq qam' 'v afataq p.gaalls a 40J aq1 al Lrte!1a''Im9n' 'Rang 0661 '41 P'oa'a"1 mom! '91 +'emi'gl geog40q olal Pa"1°. 09 of pa -nano amq+no paog 'Q1 mown .1aom Lamed nogg"`I pool/ Pdp!'np['91 Jo +vpua+d .q1 aaveta •epaog p (aa.golaowda+ pml+oglne +!.q1 +o) ammo p'ag'9ai eq•1 mama °'08 Poos.'0 1Paog e93 011"+ aq1 P +'1'9191Pa ao'Pamo' pm!gflmea 6{laaallva'girl° Lo. +o r12731. P9101i P" "9D' W T 14"a 4eaa.g "wm .!saga '000b0V1 $J° 1"om' (edpgld'pfl 01 P'�f104snv glaa'9'06L41 !+'g 'rpm >a'a'l"' wg 4fanmm ra kdoa" i '91 mom .apaag 066T. .7paog !"'41ppY La. pa. Rang 0661 "91 sge.m .R'og. '+'fl'a'pq 410 egg a) +g'Yi<'91 ai Palzusimi, a9 Il'9' se +'na'i 'Tr) SJo!po + vas pall 'limp '91 Poo 'va'g1 P astray m'+a9"vR 41D'91"mlbgq vg1''veal .'nuj30 pv'uogP'V. '0 ,RAJ+ eamaoaoo slgemaxmbax I'•g'P.J Paw .!qr ddo t>• 411+' P411'nb m4 9'19a' P'o `pool pdopmm Jo Li 'puou +"pen pmu'91na'19amo 'Lagpxd.p e w am'-I'41 Lq Fowles usgo pomp 9a!>too +.97o +o >[uv9 .Ague 'x '.Y. WIRTZ n'91P" lvaanm paoq ma a1'Penal '9 nvsaaea llnrid& Manned Issuer borrowed 118.984400 XX Badevelapmont Revenue Banda, YP.'Inter.af. Pay. le due and payable to t.gietet.d owners of OG.'Interlocal Agency and the Issuer dated March 8. 18'90. $8'interlace' Coop.rution and Coynty, dated as of March 31,1883, m ante II. 'Leese meaty The City of AL Maximum Hood Service $pua.m &rvim Begair.meat for any remaining Bond Year. Far .hall be calculated et Mad annually is of the &K day of Additional Booed ber.emder. K. 'Weyer' means the Mayor of the Lear or Leaner. LLB 'Moody'.' scram . aodr'e Ib,,. or. 8arvia, hoc MM.'Municipel Bond Insurance Policy' means eqy procured by the City Monyv or the Mayer pursuant to 8.ction 8D herein. KN. 'Ovteteedi or 'Ronde Outstanding' m.nr. all reeolstion except: ) Boodle aaocell.d after parrbaw le the open prior to mettwt4T (b) Bonds for the payment or redemption of which fund. or Governmental Obligstiom or any cam I r..orahly .et aside in a .pedal samsnt with the acting ass an escrow agent (wbaUtar upon or prior to the Bonds) in au amount whim together gift earnings o sufficient to pry the principal of end inured ou sort Bondi at r.d.mptian; provided that, if such Bonds are to In r.demrd tefme the m much redemption shall have been gives noaardirg to tits regdr®.rde arse:ice/de inn ructions directing the timely publication Mooch notice end of the p Lac p d af and imt:r.d on all Boads at such redemption. elder shall he Piling Agouti cad (c) Benda which mu deemed paid pm+aant to the last paragraph of Benson LI which other Benda ham hesa Word weir Section 11 hereof. 00.'Paying Agent' mans the hank ass trust oompeny appointed by the City Menace m accordance with the terms of B.otton 7 hereof ss Pging Agent, or any successor. designated pwzsuont to this Bemolotion_ PP. "Pledged Bevan um' means the Tar Isa.m.tt Bewaus. and Guaranteed Yrat&Wmaot, Guaranteed Entitlement shall not maned $800,000 in any fund year, plus all fiords held In trust by the lunar hmr.under the heoafat of the Bondholder. (but etpr..e)y not including the Rebate Puad1 and all earnings and investment croons. dri dons of, or obligwons the timee;yy paaiytosnt Uoltad fads of America ar mo-callahl. a Agr.emmat ddedY.hrua7 7,1988 al arala the panda in coaardion wilh the Pokiest biro t1e "Ctt7 a< id'ieaat, Plarida Commnntty 8.elion 17C debim Raeolution. r 1, oommmm ing on April 1,1991, when interest teem the Community Bed.velopment a date of arty such hligrtien., gill bo Fund purse Resolution. erne of the C moltidamily rum d. laoJed- earned on all oon-p earned if such con pirpos attributable to such amass UU. 'Re 1990 Re.ere, Fund mated W. R.d.mlopm.nt Rom nun Bo WW. •ltedeuelopment 163, Florida Btatutas. XX. Bad■..lupment Cooperation Agreement and mated by Ordinance No. 9690, aoactad by tb. Ci Commisaioa oo Jody 16, 1986, into which is deposited T Y T. Mesrwe Fund' mans tar. City 1890 Harr,, Fund crested and establiabed pursuant to F . Basrse Product' =mans bond in lieu of a cash deposit in the Bayne Fund and mooting as. Bessr.. Product Pro,idar• means bank or other fwmral institution pa a Bamor.e credit, !ninety hoods or caber credit fen dities securing the public entities remain In such Moue. (as of tar data of opr credit, ema locums ar tieing noted in one of the Iwo bigbast rating cotag ris by SAP s bb.'Barm mduo means . lesser efthe Marini amount permitted under tb. Cods to be on d■pooh In the Baum lctero.t on any ells Bond. Ldoe of th am e Bros income e balder tbno( e. Bu. d' oc. avrnPw moans tbs City of Naomi, Florida Community 1990 Ramu ns Fund mooted and established pursuant to Section 17C of this Reslud on. dal 'Serial Band? mean. all Bonds of a cries Mbar than Tarn Bonds. se. •Sinking Fund' mean do City of Musa, Florida Community 19908intisg Fund created and e.tebUn ub.d puoant to Section 17C of this Rawhide's. a. 'Mr manna Standard & Poor'. Corporation end ►ta aneaemore. gg.'l'ax Inameut Rrmnt..• mean a tba tat ioemeot permeate deposted Lim Act and tb. lnterlocal Coop.rstioo Agrsm.ed. bb. 'hvstae' mean Barnett Banks TrustTrustCompany, NAm., er may bank estrum tru trust powers, within or without the Bataapd of Florida, point.by tb. Lauer a Resolution, and Its succession' or .signs ber.afar appointed as Trust.. in tbs m LL.'Uad.rwritor(a)' means P.in.Webbar lmorporetad, Oripby Brandfard Powell City of 17C of chi. Barm oleo. Anthorisd ioar wino p...4w. e wn:P.rt ■. such pr..r e iarmad hereunder, tb. •terse of tb..ro,..... Is) onr tar amount which would ds, Id on that moriee of Bonplus any 4....-. r the City of M'i.m ch Florida Community Bae lopmsot Ravenna Bonds. H.. se popoi-mamapoi-mama to Section 17C of this Baaolutiou. n • meatbs Sademua ption ACoot within the City of Mimi, Florida Comm us, , )akirsg Fund mooted pursuant to Sactioa 17C of this Resolution. tb. Community Beder.Iopmaot Act of1989, codified as Part III. Cher... Prod .n the redevelopment trust fund aut'm�d aby tbe exo1aw1.-.i 'xF1iS, enacted by the Coty Commiaon on llsoember 11, ie•7 or April 6, 1983 nod Ordlnaoce Na. 10018 snciad by dos Cis,, nt Bams Norsk.nufor r.p■y.at debt aar.. on the Hood.. FioriuL Community Bedamlopmaot Ba..au. Bond., 9..u-. 17C of thin B.slio Inn. surety bond or a latter d credit or other =edit facility . llr wodiAnne of Section 17G ofes thin ralutioo. a r. ntbnaily r.cognhd bond insinsomnia, provide... . c.f w oat insmraea. policies laming, ar wboeo l.ue..1 payment, nabs . ,tithe prioetp�u of and botanist on bond �— In the d Boadr far which tb. Remora* Product is is i. nt E.mnna Bonds, 8.r... tba power is be duti...1 sided to thr. ••• • • •••• bg&g1,13U - • • katydzjr 47 1.1 16 • ,c11 Iowa. Corp., an a Company as madreers of the Bonda, any easemenre thereto or dim purchasers of the Bolds. d a' and are hereby ratified and confirmad. R. The City Ibt rds importing 'dealer number shall include the plural member In each ease and vice verse, and words welinf P87.0 ode firms, corporations or other entities deluding goeernments or governmental bodies. . ruaDD.Ma AND DETZEKINATIONS. It la hereby ekeeertenned,, determined and declared t A. The hat determinations aid Arland:Ione dths Law ordained In the Road Baeolution remain tr emower se oldie datue vs of the Law and the Coady Canunierion of Doha County, Florida hew held all .7.7.. . . .'.'' ...4 !e r; 3. • 1.4In luariage .rid have edam for bird and deposit the Tax Increment Rear therein. C. The Interlace! Coo Agr lit) red the community redevelops an the site of the .Project, and Ov) =WI Sad artahlish the Redevalopnent Trust be eir of the Project ow • slum orb Ilea under the Redelelopment Ad, an eiseignate the City ettantillIdon as the CEA, D. It ia macesear;y and In the ' intends of the Lauer and lts eitisens fer the Ward to imp the 1990 all entiene required to he taken coder the Redevelopment Act in cedar to (1) deeigner eement and the Interkoal Agreement remain in fullforce and affect. ...i. ''.. leak to provide! funds for (1) the acqubdion tamed oflands in connection with the Project and (2) dr repayment of .i--,:lt :432' Ihr HUD Loan end the Lauer has the power to the renance dAdditiond Ronde to be certain that adequate funds for Ike purposes herein motioned will be available. 7g.!: E. The 1990 Boode will be paid from Pledged Eillintlell In the manner provided herein. The Pledged 14:. liar:erre eill be at Isar suilicied to pay the principal on and redemption promisor If arty, with noPtct tv 6° 100 Boole ea the mime become due. ' Y. In the event that Additional Birds a hereby aro rimed, they will abo be paid from the Pledged f.-I-.- • fieeeetre, on • parity with the 1990 Bonds, and the Pledged Brow will be et leer adficiard to pay tir principal of, interest ao fad redemption premiums. If any, with reaped be. the 1990 Ito such Additional Donde G. Notice of a public bearing scheduled an 6, 1989, by the be inviting written and oral aermeerts and dismurion regarding the roma of Ur Bonds and the a financing far tie repayment of the BUD Loan sad Ua• ocquiaition of the lands related to the Project wee published on ut November 21, 1999 in the bawd Review, a reran.r dinners,' circulation in tire City d Muni, Florida. -*Ni 4-ft H. Pursuant to such notice, a puhlle bearing wee held on 6, 1989, during which written and oral iMinoenta sad discussions from Wrested parsons were requared and ward the issuance of the Bolds and the •Fl.':1! plea of financing for the repayment of the HUD Lout end the assuron a the related to the Project. The public i•;i,': tetras wie held hy the Aerated City Manager for the City of Milani, Florida. 4.-;‘•-• '•' L It is hereby sacertatned, determined end &dared that, because af ebanenesistice of the 1990 Bomb. 41 revelling and anticipated market conditions and additiosal wings to be realised from an us sale of the 1990 Bonds, le re to the best interest of the Issuer to accept the offar of the Underwriters) to the 1990. Bonds at • private 4: meettated eats upon the time and conditions set forth lards or as determined by the City J. Ile. 1190 Bonds were validated pursuant to • Final Judgment of the Ciro* a the Eleventh Judicial - 4 • P.$ c.v.', in and for Dade County, Florida, entered in Cad No. 90.21126-CA-13 on Augur 23, 1990. LI K.The legume wisher to have the option of providing credit import for the 1990 nda by ..curing the leiriciaal Bood Insurance Policy from the Bond Insurer, as determined by the Authorised Moire) and to secure maid Weldon! Bond Insurance Policy, the Ismer agrees to provide certain eovenanta and agreements for the of the Bond WI leterrer, as may he crecribed herein or ae may he described ln a subsequent reedution of the city Ca or as may be :.:..t. M-• M.,. dlerrealaal to be in the Issuer's teat Interest by an Authorised Officer. L. The lamer whales to have the option of funding the required deposit into the Deserve Fund rusection QV iv ith the banana, of the 1990 Banda by mum afire Berm Product from the Reserve Product Provider, as by the City Manager aid in order to secure said Reserve Pund, the loruser hes agreed to provide certain additional note and *edreoments for the benefit of the Reseree Product Provider, ...bed herein er as may he doprilved in • lit fe fogolution order City Commindon or es meg he determined to be In ths lasuer's beet Interest by an Authorised Offios/4). tip; er. F.30 M.Th. thrones-Par(s) will prOvith the Issuer with • disclosure stransent containing the inforuudio iA required by Section 218.39303, Florida Statutes and Do other discioeur• is required by the Imusr. 4X. ti5 ir blki C-5 L'i7 al :4,...i counsel few improvement respect to the Pro' rigulstory penults; liwm s aspects cities Project; Oil land related to, the Project; (z) with the acquisition, improseme R..ulution or nay supplemental o premium, If any, and interest whin any Boat or other evidences d prior to and ding acquisition or imprve ma may removably determine to he amcoma y such related meta of the Project that hew hese he so determined is egotietioa• hekswoa the C1760,000) doUera; and no) such other costa eutboria d sad the ocquieition. imp ovamsut of same in operation. B. Mee 1990 Bond; .hall b issued in an dollar. 0111,600,000). C. The City Manager is hereby and to ipprob the rammed tarns thereof, blending the the Bond Purchase Agr..m.ot'at an .gpegau parching pries original principal amount of the 1990 Bonds (siduding original interest mat rota ('IIC1, ea approved by the City Manger not to e m 'rent shell the 1990 Bonds be booed bearing an incest rote.ics.ding this D. The 1990 Bonds +hall be datad November 1, 1990, amuatly.sa the fires day or Apt and its. Gast day of Ortolan of oath year. mature on the date or lots. (bat in no event Liar then 30 years from the dote rsf.r.no in the Bond Porches. Agreem. t or this final Official St+temsot, '+s approved by the City Manager; provided that the TIC shall not mired the Maomm ■ub..qu.nt ordinaries or resolution eaeded or adopted on or prior to'tb delivery of them hewed es tiny registered bond. la -the denomination of 98,000 each or say World mi Bondi .hall to calculated beard upon a year of 960 days consisting d 12 70•dsy mouths. E. The 1990 Bonds aka b. subject to such optional and mandatory redemption this Bored Purchase Agreement .ndior the. final Offend Staumsat with reopen to the 1990 Banda SECTION 6. 1731B INSTRUMiNT TO C01.187T1171E CONTRACT. Upon and in acceptance of the Bondi by the Bondholders this Rsoelution shall be deemed to he and shall mniitsao n m Lever and the Bondbollen. The roommate ate Ind apesmeots basis cat forth to b psrform.d by tin 'Limier equal and proportionate benefit, prot.diaa and security of the Bondholders and all Bonds lewd pursuant to shall be of equal rank, without preference, priority or distinction ear era other Bonds, aiampt s. .qa+ly pu,id.d EECIION 4. COOT OF TEE PROJECT; AWARD AND 1Y MB OF THE 1990 BONDS. A. The acquisition and improvement of L;1i is camodina with tie Prq, ct and the. 'lammed of the rirad mamma to the Bond Be elution. The con artist Projeti dull he deemed to ioduds, without li a) the met of the llama described he the plan* and ape roe for am 14gjeck M all cons of impovi.g, developing, financing sad Pacing the Prkerct is open an CUB all coots of Taman of Reserve Product, tin cost of the Municipal Bond immsnos Nag, bond on®oi1, financial adviairs' fees sad sipeos.s, printing coots, voting aging fees, initial ameptanco has and Paying Agerrt, Bond Registrar, Authenticating Agates, Authorized DeprEitoriea and financial reedit fadltiei, if any, with mood to tba 1990 Bonds; Or) the eon of acquisition and eat aaaeo.ary for the Project; (r) all engineering, legal and financial .see and sapaneoo with noes far satins* of meta and of ,,venues; (riO mots of obtetning gowrnmsatal sod Talc (rtW all few of medal advisor. end mnaaltetss aamdated watts one or mon to claims or judgments arising out of, including the aoquidtion owl impr immsnt of and local tame sod p ginanta in Use of tam required to be paid in esnmdion sot related to the Pro}4 if sny, (d) all amo)tnis required to he paid by thia umna authorizing the imam= of Bond.; (sill the proud of all principal, at the matentty the.d or d the dus date of intoned or upon r.damption of to Etnao a portion of the Note of this Project; f^ii) intare.t an 1990 Bonds Mond b the project and fir mach additivaal periods as the Leese tba Project in operation; (zir) the rsimbma moat to the Lase d the Lss,n befae the del.ey of tin Bonds which .mown. shall sad lour but shall not earned seven hundred and fifty tbowand which .boll to nsoe.aery or ilCd.atal he the fi—wog herein land to, and the d.wio?san t d, the Project and them placing d unt al Melon million fin bmdr.d Linwood the sale of the Bonds to the Uridarwritr(i) to and in armrdaaze with the tome of this City Momper of m lies than 98% of t . fate 'Minlmlon Purchase Prise') and at a Moo TIC'), provided, however, that in permitted by nppUuabe law. from such date, psysb). snarl 111, IDO1, at this rotes and shall sot forth or incorporstsd by U7 dais or dotes may b. otherwise provided by 1990. Bonds shell his loinnet on the 1990 as an provided in ties nti fur the Minn smosted it; lithographed his apyroval of hold snob offices et obligations or who bolds Attorney on the Bomb may Ne Bond thrall Resolution unless or until a certificate duly mended by the Authenticati authentication on may Bond shall be deem signatory of the Authenticeling Agent, authentirmion on all Bonds inroad hereunder. SECTION 10. of Memnon et aricurities wader the Uniform SECTION IL BONDS MUTILA, etutihred, lam mare or deetnyed, the Limier fide purchaser, execute and the Bond Registrar maturity and decontinetioe to thst cif the mta,ivr•-d. Bond, mai nautiletad Bond shell filet be surrendand to Bond, there Ewa shall be furnished to the lamer and the to the Bowl Ilagietrer and not *Waded to by the Wow, objected to by the bener. In the event my rob Bond obeli duplicate Bond, the Bond Regimisr, u behalf of tbs lensar, thereof, making such requirements se it deems fit for ita protection and indemnity the mom as in the come of the idIMULD011 of a on Bond owner of such Bond with Limb nameable fens and expeore for such Genic* menection therewith: Amy such duplicate Bond shall comatitine LI Origin,' no abettor err mat ttee demoyed, stolen err Io Bond is et any time (Dud by man e qual and proportionate beneflte ..ad Manta ea to lien on andanne of and security • tha emir extent Am all other Benda. SECTION 12. PROVISIONS FOR REDEMPTION. The 1990 Bo their maturity as provided in Section 4 above. The Adth final Bonds aball kre multret to the manner and op in mach terms and cri editions as the loaner Mall precast by ordinance or Won the delivery thereat Notice of call for nsimption shall be given by the Bond Registrar by depodt isi mpy of a redemption rioting, postage prepaid, et toast thirty and oot more than Arty dap prier to registered owner of each Band to be redeemed et tiro 'aro.. shone oca the fftb Olilt) begrime on the registration booka to be maintained ho accordance with this provisions barer& Failure to Bondholder, or any defect therein, shell not Effect tkr validity of the pomading" for this redemption of any thereof with respect to which Do such failure ima cocurred. Each notice shall eer forth the date fixed for redemption, the rate of interem bores by sae atirl , to wan such ManiCipal Band liamiume Policy ond per any other evelialde moneys. Fund in connection with the immune delis 1990 Loom Product Provider, all ea dammin.d by U. and directed to secure such Ilmerire horlect and my the 11:110011171. ON CIF BONDS. The 1990 Bonds shall lae signed sad mai cif tne Ism aball be inipremd, imprinted, rmoduced and tba City Attorney shell alga the Beads to ender. / S10CUfrIWj When mignedi by tbs venom aim Mall respecu way approval, without regard to who keild such dhow en Me data of air . signatures of tin Mow. the Clark and tb. CII ry for soy purpose or be entitled to any ..on* or benefit wader 00. n on such Bond substantially in the form wit feral below 'ban hen Mem nispect to the Bond.. The Authenticating Agent', certificete ye been duly szecuted by It If miumually Ivied by an authorised officer a mot he arcemery thug the same officer or sipetni7 the ••rtificat• '4 REGISTRATION. The 1990 Hoods Mall be mid hen all 11..quo.buiie lenstront Sacuritine Asa ar the &ado of Florida. TED, eromm OR LOOT. In this event any Bond ir lees • that the Band boa been moseired by e boo. Bond of this mos Barka, of iiiiisdata, Mame res.. rid Bond; cenvideci that. no the aim of atiy inutileied , end in the cam af my Ins; stolen or diserrora bee of such lom Basil or dmairoctim amisfeetery sty setiefeadet7 to ties Bond Begietrar called tor reclemption; instead of laming a Agent to PRY the nine without surremier , lecluding the furnishing of evideran tits Bend Registrar may charge the tax or Miser governmental charge in *Won en tbe Tort of CM lamer uplicide Bond aball be entitled to from the funds pledged herein redemption piar 10 latbeir nosturit7 is •Dected or ariopted clam) of • 110 .... ,.. I. paid odudi g 1•.1tiea of tea poi •—+.mlouii. which relate ... it..d or Bonds in s Any ootica m l,.r nee oaths owner of nolo Notice hawing bee • Benda .o called for rider, shim .t the redemption prim pro In addition to mailing the • ..1,411 mast the P.quiramenla of this •_. •_„m. of this paragraph shall sot in • ,...,.Is.d .how In this Section 31. • (a) Pact notice of Pegiatet+ed or mortified mall or o then in tb. busiaes of bolding depeaibrlas cow being 'ter Dap osi Company, Chicago, Illinois, aid Phil one or mon national information N. Bonds Bond hang redeemed, this name sued addror of the Bond Registrar, the red.mptiaa Hooch then eutataiding shall be called for redemption, the distinc ie. nmehare and of match Bootle to be redeemed and, in the coo' of Booda to lot redeemed la peat on/y, bo redosamd If an, Bond is to be red..med la part only, the notit o of Mats that an or 'Aar the rwd.mption data, spots smtaodor of surd Bond, a to tie' unr.deeon.d portion of ouch Bond wUJ he iuu.d to this sermon shall ladonate duly pos®od to hats been ddy given. Ica. sonar and ender the modit;om bereltssbose 'acrid' ad, the Banda ar redemption data dm:igaated to such sonar, become aid b. dos and n of such Booth or portions or Bonds oo ouch data. shoe., each antic. 'of redemption and payment of tbs redemption howosr, that fathom crouch nobs or poymant to comply with $ediesoe.e of a coil far redemption If notice thereof t. gismo 00 Bach notice of redamptioc Ken York, or, U such publication 1. oo looser pub& nowapaperor journal which regularly oerriaa optima nsch publication to be made at Let ]0 dogs prior to tbs data (e) Uposa tls psyawnt of the r damptium price of transfer of funds issued for ouch purpose shall beer the CT) ti o Bonds being rsdeemd with the proceeds Mach chock or la cam part but not all of an outstanding fully registered •r,�..d owner thereof shall premed and .mreeder'sucb Bond to tbs'Iasur or •,.. I, .noip.l amount thereof oo clued for redemption, sad the leaner shall assent. Cad •.s,•,•r•d owner, without charm. thsnfur, for tbo anredasm.d balance of the pti .n Hoods fully registered as to principal and iatsrest Benda or portions of Bonds that hale been duly Bled for redemptioo •••1 •.th reaped to which automata salliciout a pay the pitodpsl thereof red inured thermos to ▪ i 1. dsli.urod to end bold to eeperate aemunto by the Paying Apat with »awl to shah Boots • •a,.l.r.d aroma tbsnaf, as powidad in this Posoludon, .hall not be deemed to by a,.r.t.edtnn uodr u...hnioe and .ball coew,to is optltlod to any Ilan, benefit or..cavity tmd.r this R..olutioo, aampt to .1. ,..t.mption price on or attar the d.stgnatad data of redemption from monoye d.po.it.d with err •bold. .•.•1, redemption of the Boots and, to the attain resided la this &&ration 12, to rents Bond' for miy SECTION IS ADDNIONAL TEBMB AND YOB2d OF 1990 BONDS. A. To. 3990 Beads .hell he atmh.r.d conrcdJnly Gum ono toward prwd.d by Ms le •1.. menhir. The lamer shall appoint pueb additional registrars, traador ag.ota, d.posdtoriw4 atbar agents sad add; erare os may be n.o.ss.ry !slimmer —be rogiatratioo, registration of transfer and'eiroaaw of the 1990 Bonds, wi ▪ aily reasonable time waordiag to the than current bsdu,try .iaodarda. Principal of sad premium, if any, oo the 3990 1c...i. shell be peya111e upon preeeitation and aurreoder of the 1990 Bond. at the principal corporals trust office ofth. T'ude. at least 30 days before the redemption data by talampy to all registered seeuritiee depositories obligations of typo comprising th. Bonds (soh York, New York, 1)dtdwost Securities Trust Compaa,. Philadelphia, Pennsylvania' and to ma of redemption of obligation' such as the C-9 io ills Bond Btlyar of Now York, here ce died to soma other fiamadal of other oblidions simile to the Bonds, reclamation. »ammo& merit Brack or other identifying, by )aatr and maturity, welded for redamptioo, time P.,u. Agent for payment of coma the area. of such Bond so surreidored,a Section 12, for r.damptioi the holder* or of this moll of b ..!tcf amp rsgiMari4at by &pont in the U than fifteen ao Bon& are registered at Tho regi oce of tba Bond Registrar, signature amid scurry to tbe Bo legal raprwarotstiva, ammining number or federal employer identified( Registrar Mall at Ma earliest ownership in tbs registrotioo books myosin that will IFACEINIsmodezta uncertificated fully registered Rood ar Bar. nda, the some principal mamma and poyable from the mom so register toe bander of any Boo& during the (15) case of any promewl rodatoptiOn of Bon* during the ve such Bon& or any portion thereof boo 6.an eilmord far repad owner af such Boot fa tho rogistrotion of every or any other govertitoostal charge reouiced (other that by transfer, and arty toptire Mit suclancompto be paid before my If tho data of payment of the principal of, premium, if Sunday, Legal 'mirky or a day co which imolai* institutions in the city located err authorised by or macative maim to claw. and on which tip payment Mall be tho amt momding day which la cot Betunki, Sunday, inatatutions are eaborited to that aad an which Ms ;twing Agent, is clewed, farm and effect as If roe& on this nomins1 date of poem& - The Imam, the Tromso, this Autherdicsting Agant, the Bond Regifirar, treat the registered owner of any Bond so tb. absolute moor of such Band for EU • without linlitation, respiring payment of tits ;wind* thereof and the intermit and maim* at the office of Me Bond Regiotrar for a like swop& principal amount of some scoriae and maturity. B. The test cif the 1990 Benda ad tb.form af maignment for etch Arthortication and this -Validation Carl:W=1a .skiall ounnantially in the following fitoci, antis variations es may b.s necessary or &Parable and authorised by this liarolidloo or by sty subloqueni adopted or emceed prior to the lateens thereof, or as may Is approved and me& by tb.tame of the Baena, ouch execution to he oincluaive evidsom af irods approvil: ffi C-10 1990 Pon& MAU be paid by check or draft drawn men the Psyieg Agent and mild to the reglstored own... 4 awl addressee es Limy appear on the roglstrmion hooks nosintained by tla. Bond Registrar at tb. clee.•et Mb day iwbothar or not buns' ses day) of the month oast peolding tb.intorest payment data It.h. 'am of any tronifer or eindrango of mob 1990 Boo& athemoont to such Record Date and prior to men Qs Lamar Mall be in default in pearment of adaread dos an anok Ware* payment date. Zo dafauliad linamet shall he payable to tho parsons la oboes comes mob 1993 Boo& er. on a special mood date forth. printout af such chl'oillad booed ea ertabliabod bieotro, postage ;repaid. by the BondRogistrwr to the registered mime oir 1990 Banda ao L. spatial record dm. Book notice Mon he moiled to tb. Orson, in whom names tb. Imo ' on the M(56.1 s buaniam day preardiag the data of mailing. Booth may bo tratofernot upon the registration hooka moon delivery to tba p-inci poi writ:tot instruntent or instrumento or %ma1r in farm and with gueranty executed by tlas ragaidanal owner of such Bond or by his aporney.infoo as to the details or transfer of ouch Bondalong with the mom' 1 uncurls, ouch transform. In aU mom of 1 tromfor of a Bond, th• Bom..i with Lb. provisions of this Recolution ardor the transfer registration aball in rammed and the Wear has a mist' reties deliver In ilia name Of the now matadors* or triumform. • be • ibmarninatino or denominatiOns. for Ms mine agaragai. Neither tho Jr oar tho Band Registrar Mall Is niquinal to an iniataa p.yw.nt dos. irf tba Bonds or. to preceding the moiling of natiaes af radamption after laser and the Bond Boor may charm us. Fond ment to reimburse them for my tem. in paid with Teapot to Ma regietrntion of ouch shall he &limed. Minted on this 1990 Bond Mall in a Bancrday, corporatar tont office of tkoi Paying Agent i. Agent is clomd, than the data far awl or o day on which such blinking on inch day shall have the SWUM Paying Agent may deem and Reaoltdion. Including. themon. Banda my by dmaaminaticas of the Cortifisolo of insertiom and on or ordinance alu1I8IF3ED No$ laHrort Rote: a ECIBCE$ED OWNER: I1WDVC1PAL AMOUNT: Worm of 1990 Bond) nil OF AMERIC! !CAT& OF FLORIDA OP 1lf7AMX BZDEV&I.OPlifENT MD= BONDS, 1990 Matta ltv Dot.: OtiRiael Listed Date CURT NO. The City of Miami, Florida Oaerelnafar call r^ pay to the Degi.tersd Owner Identified thaws, or rush svaar's legal t.rid.d,an the Maturity Dar Identified .bode, solely from the reranwe identified above, and to pay, tinkly Bum moth sp.C.1 twoomme and in line coin or from the Iatar of tb. Original Dated Dar .boon above r foam the most. rant Ira paid, et the Inharo.t Rate par alms® art forth show (mmputsd on the baste of • ..oath.), until payment af the Princiral Amnon, or until provision for the paym.at iat.r.st Wog payable a mi..nnually on tbw firrt day of April and the firm day af O.sob.r of 1991. Priaop.l of t la Band shall to p.y.bl.'upaa pra.antatlan and awr nods hared at the "Nest Company, NJ., Jacksonville, Florida, ate its wma■a.e (the Raying Ag td'l. l.dar+at will mailed to the Bagiaterad Owner brreof mt such oonrr'r addraie r It appears an the tegiatrohoa boo d bwioer on the lbtb day (ohstbsr or not s buaiasrs day)of the month neat pomading the Interest D.i.'), irreapeatise of any bander m ea :hangs of such Band mubrqusat tat rock Beard Data payment date, oaloe. the Lauer shall be In default in payment of Iotar..t dos on mach latreet any such default, much defaulted latereat shall be meths to ad psreon in oboes name this Bond is registered Ionizer on a carnal record data far the mason! of marl, daf.nhad intar.d as adabUabsd by nodes, by depoets in IMac clam), postage prepaid, by the Bond RN/Wrap.to the regimared roman of Sonde cot kite than fifteen days .pods" record data. Such sulks mho l 6e method to the parson in vide, namr.tb. Bonds re tsgime ed at tb. ,ten tb. fifth (btb) bosinees day prep ling the data of ulli.g C-11 nt the clo.. amo wilb the bonds final year Municipal Ian Council. and (2) T which funds shall L. de Resolution No. 90-019% November 8, 1990 (collect collectively refereed to as others, relating to the trme o eights and randier of the owners of and the provisions permitting aomnte by acceptance of this Bond. T Resolution This Bond shall cot be of Florida or of any political subdivision political subdivision thereof within the meaning o be payable moldy from the Pledged Revenues be agreed by the BaeLatand Owner of this Sand that related lmeto, or any interest barns swept from the PI Resolution and such Registered Owner shall never have the ad valorem taxing power of the Iron or any other my real ar personal prooperty, for the payment of the principal the payment of any other amount provided far in the Rwmlotion. It is further agreed between the than and the Indabtsda.se we -danced hereby shall not aonstitida a lien upon the other tangible personal property of or In the Issuer, but shall constitute ■ all in the manner and to the extant provided in the R..oludon. Neither any pence eree-0,rtvg the Sonde shall be liable pereooafy on the Bonds by REFERENCE 1S 19XR x MADE TO THE FURTHER THE REVERSE $ERFOF WSICS FUBTEF.R PROVISIONS RECALL FOR, ]F FULLY EINTFORRB IK THIB PL Tim Bond shall Dot be valid or henna obligatory for any pupae@ or under the Ordinance until the cart/loan at authentication hereon shall have been m :sr non ars payable eololy from and mewed deb by (1) • e artain portion of Ube determined pursuant to Clasper 218, Pert II of the Florida Statute., which In any final year, the lien of 1f190 Bonds on Ma Guaranteed Entltl.ment being coo s pertly of the loner pwwuant to Its 98,600,000 humanised Entitlement Revenue Bonds, Series 1989 and ap n a parity therewith, bat Junior and subordinate to the Lsuer's obligation to wet aside $2,000,000 pee year ending December I1, 1996 to be used to ropey a loon made to the Lamar by the Fine 'Council') under ■ Putldpat ant Agreement dated June IS, 1fi89, between the Inner sad the Revenues legally due the Community Redevelopment Agency (as defined in the Baaclwtioei in the Bade.elopmwut 'rust Fund all in the mans? and to the extent provided le 1L Iaaeaar on March 8, 1990 as supplemented pursuant to Resolution No. _ *doped oe Mien') Rb fond. referred to In weadDom 1-3 of the preceding ewntsoe are ber.le venues".) 14a4renm 1. hereby made to the R.aolutlon for the provieiona, amen ity for the Bonds, the comedy and application of the 1 oc,.ds of the Bond., the the extent of sod Limitations on the Inuar's rights, gut .. and oblgaticn f eddltional parity Lnd.M.daeea, to all of which pre►ision the owner here; otherwise defined herein shall have the meanings aacib.d thereto Le the Agent. C.12 a IgePenl debt, liability or obligation faiths Lauer or of tlw State Lib and credit tithe Lauer or of Use State of Florida or say nal, legi.lative or charter provision or limitation but wheii the extent prcwiowd to the Resolution. 12 ice .xpr..elf obligetad to pay thin Bood, any redemption aemiuo. or &a the manner and to the extant provided ix tbe or iodirntly, to require or compel the cures of o of the State of Florida or taxation in nay farm en premium, if any, and interest on tole Bond or for Owaar of this Bond that this Bond and the dafinedl, or any part thereof, or soy the Pledged Revenues deaaibed.bon, the governing body of the Iseu.r war iruanos. 8 OF THE BOND SET FORTS IN HAVE THE SAME EFFECT AS to eqy security or heoefle by the Authenticate; gr.d by ito May a corporate tr.AL) -rrzErrED AND CO By City erk Kedatian. 0 yi4 -- 2 ,.*:'•‘;i ' or Mead, Florida, hoe Ward tl3la Bond and has mooed the wane to b. by its City Clerk. either vstwoolly or with their fr-•"nlle eipdgrem. wed hereon, all so atlas _day vf Noleo3ber,1990. THY CITY OF KIVA 1r1.0111DA (LKJ. 1CATE OF A This Bond Is one of the Benda designated U3 and • I let• of Authentication: C-13 BY Moor Approved es to Vona: By City Attorney CATION under the primisiono of ths within toontioned • It4hoixta'AXiiata4147,4*Wre — "" Wm data, to Bomb of this Sirloin Developing of certain other 1 1982 for which the C Comm unity Recloadopatent State of Florida, Ln1uai with and red repealed by Constitution of the Nee of Florida. The Bonds of tide provisionsl. The Bondi of tide haw (*sere optional redemption provisions Notice' of ouch redemption The registration of this' Bo office of the Boni Begin:nor, accompeaied by II signature Gaud ante, to tbe Band Basietrar, d representative, coutathing written instructiets se to or Ware employer identification menhir, if any, of shall at the earlieet practical time in accord/um, with resietrotimm lacks and (mama unaware:eel rig; accananiodate nicertificated registration) shall deliver in Bond or Bondi of the acne maturity and of autharised amount and payable Rom theme mum* of funds. Neither the trander of any Bond chirieg the fifteen (15) days vent Precodinii tug proposed reciemptima of Banda, during the five (d) With"' dart Bonds or any portion thereat has been matted for redemption- The Water such Bond for the *toleration of every such transfer of Boad sufficient govertimental charge required (other than by the Lwow) to be paid erith rasped require that ouch amounts be paid before any lamb now Bond shall b. delivered Nth* date of payment of the principal of. premium, if any, Sunday, a legal holiday er a day on which hthking institutions in the city when is located are authorized by law or executive order to does and an which the P payment alga he the and succeeding day which is not &nada, Biqa a lard institutions are authorised to clew and on which thoPsying Agent.* aimed, and.paymant form and effect ea if awls on the nominal dee orpiment- ft is hereby acetified and recited that all eta conditions and things riq performed precedent to and in the Issuance of this Boni ogle, have happened and heve bra form and time ern required by the Iimo nod Constitution of the State of Florida appbeible berg*, Bonds of this movies doe" not violate any constitutional. statutory or charter limitation or prortnion. This Bond is and lass all of the quad* and incident of so iammiseat security Commercial Cade-Inenstment Benuitiee Law of the Biala of Florida. be printed on the mune side of the Bondi) • MR.= BOND PROYDDONO Londe in the Initial aggregate principal =gent of :11,503,000, unless all Bonds mature en the atone data) and inletest rate. The id. lean male to tie City by the Department af Bowing and egepdre carte* hands and (*the amnisition and impel:mon:rot plan (the Trolacr) improved by Dada County on December 7, Firmest la a &legalism of power thanes° by the County,.. of and in full compliance with the Constitution aod laws of the tithe City of bilemi, Florida (to the Extent not inconaistent Florida filetides), Chapter led, Florida Suttee, sad tha to all the term, and conditions of the Resolution. n prior to their maturity (inert any tamadatory redemption ption prior to their maturity at the option of the brow given in the manner required by the Recolution. read epos the T*StrldiDO lathe upon delivery to the primi tortrimmaia of macaw in foram and with guaranty owner of this Bond ar •by his ettorney-isgect ay Legal of this Bond, eking with the social security number all mese at treader of a Band, the Bond Ragierer of the Reeolutioa .at the tramper of ontaareMp in the and the Lauer bee sregistretion Bream the wW transferee or transferees a Dew fully regitamed nonminetions, for the arm" swages principal the Bed Registrar "hall be required to miner poyament date oa the Banda ar,ID ihe cam of iling of natio* of redemption 'Aar such Sae:Area. Easy charge the owner cf theca for say tar, fag ar any oder regirtration of soda transfer, and may • C-14 this Bond shall he a aeon*, true office of the Paying Agent coed, times time data for rich y on which much barking a 417 aba11 Mime the sum happen, and to be regular and due imossam of the 'Deform • • ASSIGNMENT FOB V Tranderor"), hereby Rolla, amid 6. within Bood and ell rights thereunder, and ha ism attorney to regi ml registration of transfer thereof, with full power of substi ',moisture guaranteed; Bagl MCIL: SigneUrre(.) must NOTICE: guaraatoed by a member regi irrn rrf tin Now York MU • of Ueck Emhart& or a the Transform, .ermercial bank or signature(*) to this 'rim company. conreepond(s) with 03 into Bond on tbe books kept for registmition it appear' upon the free Bond be ovary without alteration or 'Margarita or any change whatever and the &tie' Bening or Federal Employer Idontification Number of the Tramline im supplied. VALIDATION CERTIFICATE This la one of a cerie. of boodle which ware validated and omfirmad by judgment of the Circuit Pthrenth Judicial Circuit Court, in strd for Dade County,. Florida. rendered on August 23, iseo. , City of bEanit (End of Bond Form/ C-15 by SECTION 14. APPLICATION OF PEOCEBDO. A. Procne& from the sale of the 1990 Bawls, including accrued Mame and premium, it my, shall be applied ,lUflD1afl.OUJly with the &hal' of the 1900 &Dhow followo (1) An amount of proceeds of the 1990 Bonds equal to earued interest, if any, on the 1990 Bonds he pats/ in the Interest Aunt in the Sinking Pond setablialod bereadeo- and shall bo appliedto the of interest next coaxing due on the 1990 Barh. aunt of proems& of the 1990 Bonds equal to the costa of lamance of tho /990 Bonds • patted in the Arquion and linprovesnentPund hereinafter created and established and MAU ie , hen due, the costa of isenanoe of the 1990 Bonds (9)21 .oa, amount of preened' of ties 1990 Bondi oufficient to acquire the Municipal Policy dual be tranderred to the lined lemma. (4)1f amount of the immeds arta 1990 Boas sufficient to fund the Barra libelant shim be deporited In the Eaaarre Fund or an amount mfficient to eequir, transferred to the Bewaro Product Provider. the 1990 Bonds sufficient to reimburse the lamer far naministrative cate lo connection with which ma shall hs smart to &talon 4LXstiv) herein, shall ko transferred the bear. 00 The balance of Fund and need motel, for and improvement of Ian& B. Notwitbstauding Use previa are hereby authorised to mpplemei t. and sine all evidenced to the Tram by a certificate of 1990 Bonds, In a manner maistent with the to SECTION 11. ACQUIBITION the Trustee a special trust fund to he known as Use •C Acquisition and Improvement. Fund.* The Trustee shall proceeds from the eale of the 1990 Bond... contemplated Acquisition end lempromment Fund from payments received The Acquisition and Improvement Fund shall l. from all other funds and aCO3 unta bald by the Trustee, and the moneys on by the 'Prato, solely for the payment Of mob costa mimed to the acq Project nod purposes incidental thereto and the repayment of HUD nab shall be and conatitute trust fnas for such purposes, in favor of the Boldholdem until applied as herein provided. Before any payment shall be made from the Acquisition Leman= oo the Benda) the Law sl..1I file a requlaition with the Trustee, males in name of the pram, firm or corporntiento whom !homeland is to be nnis; and CI) Any funds oo deposit in the Acquisition and Is:worriment Fund immediately necaseary fur expenditure, ea hereinakom ;raided, may be boated and written direction of the lamer (or oral directim confirmed in writing/ such investment the Imre of the BMW of Florida and of the loakur for the inamizneot of fund, of the issuer whi at not lees then ca, and not inter than the dales on which such funds me masted to be raded. investment of funds in the Acquisition and Improvement Fund shall be detailed therein and emociated with the completion of the Project The Thom mays curclusl!olf assume that, .ny Issuer b legal. Any liquidated damages or eettlement permeate received by the Ismer ea • moult contractor, subcontractor or supplier working oo or supplying geode for the improvement of the Ian& n C.16 Bonds shall he deposited in the Acquisition and Improvoneel praided Loeiuding but not limited to the ooeta of ocquation Project and the repayment of the HUD Loan. 'on A ahem, the Meyer and the City Manager, or either of Mem. io of proceeds of the 1.990 Bonds provided in tiuboolan A .boo, Ckty Manager asautod in connection with the unuaw of the FEND. Them is hereby created and nembliehed with i. FSoride Community Belleolopment Revenue Bond. Animation and Immo...meat Fund a portion of the 4 aeon Additional moneys may be deposited to the MMus dacrikod. - Tram in trust and kept reforms and apart therein MAI be withdrawn, used and applied • and the Improvement thereof for the e described and set forth. All such is booby ceased a lien upon such fund, ent. Fund (other than for costa of each payment to be mads: a) the of the lerwor, are oot the Trustee, at the he permitted by or be redounabb LOODUMP derived from pay costa by tio byoay of eusy oa warranty or p.rforme ace guaranty, and all Insurance procesen roaeived with respect to damage to the Project At, shall b paid to the Trustee sod dap:wind into the Acquisition and Improvement Fund to Lamar Ow lows of thereof have deposited in the is writing by tbm bond ;owlet! la*uee ye in the Azquisition and Improvement Fund .hall be seemed at all tinsel in t,6o masons prescribed by (Florida miming to the a.eurieg orrpulelis fund.. the Project hem beep completed sad ell meta thereof have been paid in full, or provtaloDe for psym.Dt r provided for, all funda ramsining in the Acquisition and Improv.eoaztt Fug If an,. mitall be hereinafter ended or .hi11 be wed for any hoofed purpae► directed by the lamer and approved that $olland & ]might and Berm., Darby L Meflbee or other nationally recognised municipal that such case le lawful. iN 1 . test re OBLIGATIONS OF TIES ISSUER: NEMER CREDIT NOR TAXIING POWER PLEDGED. A. provided in Lowest thereon shall not be or political eubdivisian thereof. or ■ p subdivision thereof, but shall be payabho Issuer le not obliged to pay the Bonds, toe Pledged 9evoouw ao provided in the Bo lamer or of the State of Florida or any polib :call aver oa.v tb■ right to compel the izorviae o prepsrty to pay such Sooda or the interwar. therm rem or premium therein from any other N da Resolution and herein. SECTION 17. C0V>6NAN'T$ OF a: and lat.rert cm ell 1990 Bondi is paid or the 1990 Bo omen order 1990 Flood... follower A. A88]GNMENT OF BECURrrr INTEREST aaaurns to itself and rho bolders of the 1990 Boodo the security Unwire by the CRA pursuant to the Interior -al Cooperation Apwzn.at which ga Fund. S. PLEDGE 0P PLEDGED REVENUES. TM payment the 1990 Bondi .hall bo secured, as provided hernia, forthwith wpwcial]y Revenue*. The Lisa on the. To/ Incr.nsera Remove. is prior and superior to Increment Roem err& The Vern of ,990 Bunch on Gvarattta.d BDUUamaoy, rbi ,003 in any flail year, is on ■ polity with the l.susr's 98,600,00E The City of $off•. Beriet 1989,, (the 'Serial 1989 Bonds') and say bond* bsreafter'beu.d an a to aria Iaeoer's obligation to est mid. 32.00O.000 per Racal year through Lim basal year s rum . loan made to tb. Leer by the Ara Municipal Loan Could) (the 'Coupcil') p dated Jura 16. 1989 between the lasuer and the Council. The lamer don beraby irrevocabl_ 'b Payment of the principal of arid ;nt r+& on ohs 1990 Sold*, tlod far all other payments pa C. CREATION OT FUNDS AND ACCOUNTS, There are-berebr nrestsd sad fin 'podia trust funds to b. )mos. the 'City of Miami. Florida, Community E,odevolopm*nt Itemise Fumy' (tbo 'Serenue Fund'), t e 'City of Florida Community Rada..Ioptasc2 $aw_-- mod' (t1. 'Sinking Fund'), and it Principal Adamant, Lasser. Account and R.d•mptloo Account the 'Clay of Miami, Florida Community Redeveloprea.t Revenue Hoods, Perim 1990 Reserve rued d'I and the achy of Mi-R+l, Florida County Radevalopmost Semmes $off Saris. 1990 Rolm. Arad (the "ch. of much Funds 'ball be held In trust by the Troatao and the Revsxuo fled, the 9ioking Faced and the Bee.rv. tech moetitute trust fund to secure the Bondholders for the pro rata benefit of such Bondholders, for the p C-17 he Bondi and say redrmption premuans with respect thereto and the obt, liabilliy a• obligation of the Lauer or the Beau of Florida roomy and credit of the lamer or of the Beate of Florida or say political ,.cured by a boo upon and a pledge err tb Pledged Bawoueu .rid tie premiums, If aqy, related thereto or the interest thereon except from and bar.ix. Neither the faith and credit nor the taxing power of the thereof is pledged to the payta.at of the floods. No Bondholder ram t..A06 power of the Lauer or taxation to toy form on soy ouch Bbodboldar be entitled to paym.Dt of ouch principal and asnpt the Fledged Rommel a provided in the Hood TiESPECT TO TER 1990 BONDS. U otil the principal ae provided homey the lamer remnants with the norm TRUST FUN)). The lever hereby lopmoot Trust Fund granted to the Lever first ben an the Rode.wbpment Trust of, if any, and iptereet, en as irrevocable lien on the Pledged or encumbronwe on the Tax $ditletpant. shell not mooed teed i.ttiUvmeot Remain lily but jwi ar and eubordineta bur 31, 1996 to he mod to arttdpatlon Agreensant .•dg.d Revenues for. 'ththe Wilma. tea Bosda. Brie. 1990 feriae 1990 be Slaking "Bewares ofthe 199tt braless. o0 the nest Trusts, for ell be leapt 'operate end distinct Gam d oherfunde of the Trustee and used only only be nand for tbe purpose podded b.nln and the Bondholders shall haw no I! a in tin Rs bete Fund. D. D!BPO8!1TON OF GUARANI D ZNTTILMOINT. Commencing immed1zt. y following the 4.wnr ads and matinning thereafter so long as Boode shell be OrdetandLAg benunder, by the Trustee's dose of * 3 of each year (or if such March 1 is not s day on which the °from of the Truces are open for bueio.ss, r + day on wbfch the offices of the Trustee ere open far brewer) the Issuer shall promptly tramf r.to Ills de • • . tb Rewnur Fund, Guaranteed B tlam.od in the amount of $Soo aoo. $. ON OF TAX INCSE3tENT PIE V1 VEUES N. Commencing immadiete)y following the ianaow of thereafter eo bog oe say Bonds dull b Outstanding hereunder, all Tax Increment Revenuer Redewlo nt That Fund shall be promptly traolerred by the CBA to the Trustee and deposited in ilia Fund pvoviuied too , that oa further trandsre from the Redevelopment trust Fund to the Revenue Fund Mali he oggregets amounts on deposit in the [linking Fund are .goal to tie Bond Servtse for such Bond Year Outstaadiag Bonds, and all prior deficiencies in the Sinking Fund end aaoouata therein Fund have bun rostarsd tar to the extent that a Rearm have Product is in plane, all amount. owing by the Reserve Product Prodder payment for drawn or payments e under the Reserve Product habeen model, amount equal to the Resew' Requitement (or, It applicable, the amount of the P ,• d :re Bonds the any Bead Year Rearm CO deposit in the Reserve the 1990 Bo deposited In Revenuerequired in Requirement and in the Ra lamer to the end there be amens Product has been fully reimaeted) P. IMPOSITION OF MO IN applied by the Trustee as soon r Limy an noel tb (il Fins; by anomie to rate, into the Principal Amount . . deposit therein an equal to the Bond C2) Second by deposit into then on deposit therein, will be hereiaalter.provided equal to the to nincide the Reserve Product). O) Suh.squstit to April 1 of any Bond ' are any amounts excess of the Bond Service Requirement for stech .. Year on all deficiencies in the Sinking Fund and -amounts tbrein tb Rmasr+e Fnnd the ascent the a Nemerre Product 1. In place, sU aneo•• owing iry the Provtd.r as repayment for draws or payments made and. r zve Product me deposit in the Reserve Fund an amount equal to the r :. • uiremeat the Beasrvo Product hoe ben fully nIaatatedl much excess ma b transf by Redevelopment Trull. Pmsd sod dual be used by the CEA far any The deposits to the !linking Fund deaabed abere shall be increased extant required to pay principal and interest mining due, after • • sod taking into sow met deficiencies In prior deposits. Funds in the Sinking Fund dull 'be used only to pay Into reat on Bo principal of maturing Bonds (including amortization lostalmoab In mmection with mandatory the maturity thereof) and premiums, )!nay, with respect to the Bonds. G. RESERVE FUND. Funds on deposit in the Reserve Fund, if any, • . us+ deficiencies in the Sl+king Fund with respect to Outstanding Benda. If funds oa d■poeit la tb 7 Ra.erv. Requirement, snob weer shell be transferred to the Sinking prod, Any proo.nb r.oaived fir:, 1 Prodder•eball b applied immediately to teae deacieocias in the Sinking Fund. The Issuer shell not he required to do'posit to the Rearm Fund precede of any lewd hereunder in an amount equal to the Kersey, Requirement if it provides on the date of incomes of mual in lieu of such funds a Reserve Product loured by ■ Rrerv. Product Provider in no amount equal to the differ. TIa1E REVENUE FUND. Pseuds oo deposit to the B.veawo Fund abahl b following order and priority: credit of the Leered Account 1n the Sicking Fund, sad then, pro Bedomptioo Account in the ainiring Fund, until the .mount. oe Baqulnmant in such Bond Year for all Ouiatanding Bonds. the t+e Fund, the amount, if any, which. together with fund. mtffed. •• • zoake the fuel' on deposit therein, wept r otherwise Reserve nt forth. Bowie Car, if applisabbs, the amount m0rary Lethere C-18 in the Revenue Fund in Outataoding Bonds, and .11 prior have been fully restored (or to Isewr to tb Borrow Protium lava ben madd, end than he are ill spgliosblr, the amount of erred tb Trustee to the i.rao(, b tiro one may be, to the owana. lot any accrued iotermdt reds, when due,•to.pay.ths mption of Bonds prior to lei, to cure exceed the rw Product of Bonds ofBozda the ere A.quir.meat, I. for payment on radeney aria♦e for b Ards to any otbar account bonficiary thereof. Notxi WNW if at would cause an im m ■ Reserve Product, thm lowing such di.bw..maat or to MEMOS available for deposit, roear7 to rehnbmw. tbs Baas Planation of such alteeaativ.e artist and other obligations cf serve Fund, but shall be umd by a =ATE eh swim of Bonds issued hue mount and will depositor cause the other fund. and accounts seamy to [crs bal aetba Wanes elgebete Account only for the rdeposit in the Rebate Fuad his eaplying with tb. foregoing tie 8 nay amount tyment in full of the Rehmreliable to the lamer for naae y [awful purpe. TM Rebate Account Mall copt be imell cad with ■ lion la fa d vor Bandho or reatee athe motors therein shay be• mailable for use only esred b. plaided.Money and isvestmaota in the Rebst. Puled shall not boned for iba' ,..• sat, my provision harmer to the mammy notwithstanding, amount. coshed to the an b.r.dsnb ev. Moneys and ineestsmin the Rehm. Fund shall he i'.ed+d pwsusot to praard rovid.d to Section 17L Notwithatanding any other provision hereof. including to ;articular Section .er the Retests Amount to the Untied Stabd s of America ato comply with the other of action 1711 shay nomle survive, the d feaaoe w' payment in full of the Boo L INVESTMENT OF MEO- W Th. Imd..a eomuot. established by this Resolution .hall ooa.tstuta trust fumde for of ih. purposes eovidrd in and shall be continuously manual in the tame Mamie no govaramental d.podts gr.s . • te tar a.am,rd h the lees of Ow State of Florida. (2) Money held for the credit of tb. Bannon Fund, the Sicking Fund veun the Bsea*Fond or the itveeteRmd shall b. d and ritveet.d only io Governmental Obligations or in ,any sod or ahead end .dSuch . • .. typ• Io.estm.nt company or invmes eat trust permitted under Florida Statute 880A1g, as amended. Su cb lnve�ms aperture lam tr or be redeemable et not lathan cost aid not later than the respective dates, as estimated by the Imam, tic moony. held for the credit of said Funds wbe matched for tbe purpose of mach Fonds. If the Lauer fails to direct stm Inveent of alp moneys bold by the Trustee under this Resolution, such moony. shall to lawsted In ear open end w end onsumamont type Inves�.nt company or investment trust as permitted under Florida Stems 8g0.8115; as amended.Oblig.tioPe to pursmd hmas inv.�ents rh of money. in .asuch Fold shall be deemed it all times to be a d part of much Ro. All imame and profits from investments of funds in the Sammie d Fund athe Sinking Fund shall to retained in such Pounds and used and d applied t. provided above. All income aprofits front investment of funs la the laRavens Prod riFUND: Tie Issuer acrested b., under, or lamer rosy rely uponany imtr Alumna to the United Mateo demerit .unto then cam in the Baserve Reserve Fowl Such Product .e povdded above moon te.t Payment Dat. or Prlodp.l Pt ymwt DMA (provided .deqW umoths as given) on which s arist.) in money. heal bsr.nadar for • payment with rapes to Bead. which cannot to awed pursuant to this retoltttion and available for such par ee, and alma same the Trustee boomer,the foregoing, boomer, in no event aball tha.tme of mach Bonn. Product bs is aq)' .natal sating on the Hods or my swimth.,.of: Um disbursement b naeda Isrusx obligated to reined:de the maxima [halt. R..Q of such ve Product 4nmod+ataly Baran. Product by depositing :coo tb. Bosom Fad Erma the first Pledged furl. is the tern amount originel y Parable under such Serve Pfaduct., plus mown. der for pr.vious diaburaementa coal. pummel to such Be.erve Product, or end for of Section 17F abom, amount. mammary to satisfy ouch nimw ba.mant ihthisIssue b R.rrve Product Provider shall beBosommed required deposits into the the [.[wady to. •.. ohyga#aas to the Bosom Prided Provider. crave cad agrees that, on an annual beads and upon the final maturity of under, it shall mad. or ha all,n.c...ary determinations and rawol.tbon of the Rabat. the Trouts. to deposit into $abets Fund from iavesaman earnings on moneys deposited fromm other legally available fumda of the Imam, ties amount in the $.bats Fad to the Aaroont. Tb. Imam shall use such moneys deposited in payment of the Rebate Amount b • nited Stater as required by Section 1u7J have. Fund. ewer .f the Probate Amount, house map be withdrawn end paid or to the L.u.r. IP mtioon n b Counsel. Bond Coa.L ahoy remain is the Seal. Fund after in full of all Bonds hard hereunder and afar la .000rdano the terme hereof, much .mounts .hdl is C-111 ides, the Bond Insurer the t of debt .erviw on the Bonds, shall bstree end char ofany are. and in the manner . obligation to pay Section 17J sad this shall the payment cif lane been invested value the mount on each .1. TAX CO the Bondi belied hereunder In harabir represents aod cove requirement. applicriblo to it contained mammary to preserve the seclusion of piopmes. Specifir-ally, without intending a/ to en Hahne Amount C1) to Alert Revennee or other leg United States of America; (3) to pay the Rebate or from any mbar kgally av ' Section 148(I) of the Code; (4) to mairacic and retain Bends issurd.heretioder and mg for at leen di year. after the final in oacemaary to comply with the Code; aod (6) to refrain from taking any action become arbitrage bonds under Section 1419 of The lamer understand' that the the Issuer that will Slat as Wong ae the requires:Leath of Section 103 and Part IV o the op‘doo of tla amount therein le not. mud to the Requirement and than thereafter be deposited ing the foregoing, however, income end Isruar, te transferred to the Rebate Pond and be fan& in the Bette Ford shall be retained therein and applied to herein. af any Past ohligetinne in which money in molt Pund shell mice, stied valise or fair twist vain.. The Trusses .hall ' an the Banda and ell parties under he aontrol that the Lauren or, for federal income tan purposes and to this end the Borah lamed hereunder that it will comply with the on 103 and Part IV of Subchapter B of Chapter 1 of the Code to the extent under from roes lemoie far federal limn= tax nmality of the foregoing, the loner covenants end regrew necessary deternanatione and calcalotiom rif the the /lobate Amount; obeys in the &hate A.ccorort or elNewleare, from the Pledged the hemr, to timely pqr the Babes. Amount to the applicable to the Bombe. Notwithstanding any other prodzion of this rceolutlon, inch obligation aft1. loner to pas the Reh*.. Amount to the United litotoo of America of thin Smilax 17J end Section 1711 hereof &hell survive the difeesence co peqmoatrt in full IL BOORS AND RECORDS. The lamer 'hall keep eeperately Wept/Bailie and data mocwrielog the receipt end disbursionent ofthe Pledged Revecust and any Bo rersomble times to inspect the seam. L. ISSUANCE OF MEER OBLIGATIONS. Tim Issuer wit/ act hereafter isms from the Pledged &venom, or arq of them, nor volantarlly cream or came to be created any debt, encumbrance or ether charge having priority to or being on a parity with the lieu of the 1990 Bo &Notation and the interest thereon, upon the Pledged Rem nuns. mmpt under the costiltion+ sod in herein. Any obligations issued by the lamer other than the 1990 &ode herein authorised and Additional in Section vrm herein, payalele from the Pledged &vs mese, dealt contain to orsproos otaionitut that iamb ob ' and outerdinate in aU respect to the Bonds al to lien on, mourn of and security for payment from the Pledged M. ISSUANCE OF ADDITIONAL PARITY OBLIGATIONS. Additional Bonds, payable an a Pledged Revenues with the 1990 Honda, ma provided hereto, can bs lensed mad delivered only if: United *also of America from the Pledged &venue* the times and to the admit required pursuant to the &het. Amon with respect to the bete Ainount with respell to the Bondi Boode or nra other period am shall bo Bonds Sward hereunder to motioning obligation' on of Chapter 1 of the Cade an Section 20 hereof, the the other requitement+ ks, records, accouziu re the right et all o *Table ant, this enabling instrument authorising tb issuance of Addltioad Hoods be applicable to such Additional Benda a in the Ouorantaed Yatttlament pledge and then shall have been m f Tan Increment Rawauss that the CBA or the Lancer io entitled to. Lamer shall file wttb do Trustee a certificate, to the effect that W the of the aownads end ohiigations .mowed by it hereunder er under any of the Issuer pursuant to which Additionrti Bonds have been issued, end fit) the funds and accounts prodded by this H.sslution or by such other Munch date, haw been made la full to the extent required. Trustee an opinion to the effect that the issuance of such Additional at to the delivery of mush Additional Ronde have been fulfilled. be delivered to the Clerk to the effect that the issuance of mach income for federal income ins purposes of interest paid on any th the Liner a certificate by the Chid 1111611661 Officer at Revenues received by the beau se determined out or the twenty-four (24) consecutive months are proposed to be issued. In read.ring..uch nts of the Lauer prepared by independent rtlficwta of the Chief Fsnancial Officer en! Revenues es certified in paragraph um Bond Service Requirement payable )ch ere to be retired or defeated upon Baolstion shall b dapo.lbd Financial Wm& of the Lauer. account. sietahliahad in this redemption premium, if th the Issuer s consent by the Bond IOstasr, If any, to the Isaoeoc, of :b Additional II recite that all of (S) rtailing w any dLmpt to f4) The C war is not in default hn finance, resolution or payments herein required to have iioaoce, resolution or enabling inetrwne (6) The ,City Attorney rode has been duly authorized and that all (W An opinion of Bored Co id)tional Bonds will not impair the exclusion rode issued hereunder and then Outatatding. (7)Tbars shall hew been obtained rtlfyurg the amount of the (a) Guaranteed Entitlese od.r standard auditing procsdtaw for any twelve (12) co nm.diatelyprecedlng tho colander month in which such irdficatir the Chief Anemia! Officer may rely upon audited ',tilled public aacuntanta, (WThere shall have been obtained and filed ureuant to which he shell certify that the Guaranteed Entitlement and above ware at Isuvt equal to one huetdred twenty. vs percent (I22%) ,ith respect to all Bends then Outstanding .0 racier thin Lteraolution (other r. isruancs of aueh Additional Bolds) and any Additional Route propo.ed to N. MUNICIPAL AEPO8TPOBI EI. All funds and amounts NI maintained in ono or more Authorised Dspositanae s. shall be determined by the O. PAYING A©EN'1B. The Trustee *hall transfer, from the pinkie, I.dion 17, to the Paying Agent an amount. mdfici.rrt to pay when due the prioopel 0 . my, with respect to the Bond. • P. ENFORCEMENT OF COL r PITONS. The Lerner will diligently enforce fta " ::• to revive the Pledged Lv.aues to threatent lawful, will not take any action that will impair or adv.reely affect its rights vy, collect and receive • h: Pledged Rommel as herein provided, or Impair or advervely affect in any manner the pledge - P1edg.dRevenues neatn herein. in each case, that would impair the righta of the Bondholder, to receive payment for the :: z, Tbs Lwow shell unconditionally mod irrevocably obligated, so long as any of the Hoods ins outstanding and unpaid, to .It iavfuu) action ,.oe.awry or squired b continue to entitle the Issuer to receive the Pledged Revenues is at bleat the ono aired by this •.solution for payment of the Bond. SECTION 18. TEE TRUSTEE A. The Trustee shall signify Its acrrsptancw of the duties and trusts hereby Imposed and nee .a.liv.rsd to the Linear prior to the Leuams of the Honda, to all of which the Issuer .gran• and the rwpsciiw So their purchase and aooeptaaoe of flee Banda, agree. B. Th. Trusters may eseeut. say *of the trusts or powers of this Resolution and perform the chaise the Trustiest under this absolution by or through attorneys, agents, receiver*, or employees, and shall be molded to u rely on eduie of counsel concerning all matters of trust and the Trustee's duties under this Resolution, and the not he answerable for the negligence or misconduct of any such attorney, agent, receiver, or employee unlocked by tt with r.aaooable care and shell not b liable for any error of}edgmint made In good faith by an officer of the Trustee unless it le C-21 (o .riff then outet'ading, to the perform ^ustee suss negligent is aoerteiiing tka partimrd fads, Tbe'hutdsa +bell toot be aaswersinlo far the . isrd . or power under tie Roaolu tiop or for anything wbtmwsvor la coaiadioa with the fruits created in this poly for lb own w{11fu1 mLmndid or aegligoDON paint that tiia aarataMI does not oidosd the duties timft the exculpatory O&M of, any atter provision la tbM Bsolution C Ths T exdoe .ball sot be requlrod to take wilco, or be deemed to ham patios, of sow default under this ban a &fault in payment, ®lees t)i. Tn ua has actual nstio of ouch default. or unions specifically *citified dofauii by tbo registared owners of at Mad fen Inroad GOB) in aggregator prim ips) out of tie Bonds Trustee may, however, at any time. la W dip motion inquire of the boom lull information anti advice a romanta, conditions and agreements contained in this Baolstion. shall be under o0 obligation to take any action in respect of soy default or toward fin of the saeatad by this Beolution or toliatituta, appal: la or &find any suit or other prooeading in with usafed la writing So do co by the registered rowners of at least ten puma GM)!rr aggreg.rn tit faradsoutstanding, and if in the 7rudmuch m. opinion mch action may tend to bombe the Trust.s in moiler tinste. to time as diem as the Trustee may reque, with reasonable security God any income of liability, enforcement of connection there principal amount iome or liabili indemnity .ellf.dory to the &The rll, owe, hold and dad in any of that any Bondholder tiny ba entitled and any bank or trust company in common in any finanda) or other tranaaetion wi Bondboldere. 1?. The T rude* may resign giving .izt (60) days prior written notion to the days before ouch resignation is to taka affect; prove appotntmantof a now Trudge, if such bow Truism atcant do trusts aid dudim-h.reof, and yeovidad fumth.r trustee has Men appointed. G. The Trustee at any time and for any. Trustee o removed end esecutad by the regiaered owoara oute-iadieg,'appobnting'. auocessor Trustee. Tba Trustae.mgy. ua error Trustee has bean appointed and boo accepted such appoin E. If at any tins. tb Trud * shall reign, or incapable of ading, or if the Trust/We property or +Lairs Mall .be administrative body because of lnerivo cy or. bankruptcy, or for any of the Trustee end no appointment of a suommor treastee aha11 is registered ownof any Bonds o'w-r� bersundar or any rdiring to appoint a ouccomor ermine. Buck court why tlsrsupon, after ouch tad appoint a sucoaror trustee. ' uama i Amy suaoeamr trustee appointed psiant to this motive Shall he a doing business under the laws of !be United Beata, or any +fete or territory thereof wi capital and surplus of at leant $60,000,000, If much a bank or trust company, willing and able or customary tarma sap, with raaaonabla effort, be located J. If at Mom ma tbo Ttuusreddenm oo .ball redden and appointment of s aurroemor the foregoing provisions of this section prior to the data spedfiad in tb• ootia ofreugastlon resignation shall tales affect, then tin Trustee or tba regl*.r.d ownsr of any Bond may apply to diction tosuccsuccessorus appoint a successor trustee, such court ;nay thereupon, altar as ouch notice, If any, .aid prescribe and appoint a namemor trusteee. 8. Any .uccomer trusts* appointed under ibis eviction shall atsauto, acknowlodga and deli avow made pursuant G22 company is mmmoc control with tie Trams* may in good faith buy, Ba. kr and secracrl by this olution, aid may Join in or tab arc action Bd aa. lithe Trudee oat t a party to thin Becow lution. Tb.7hod tine Trtmtes, as principal or agent, may alo ongago in or be intorsmed er d may set as depository, trustor agent for any committee or body of. tie di.charg d from the, trusts and duties created lrrrelry, by sing writtaa notice to tin Bondholders not km than sixty MO) that such resignation .— Audi take affect Iw-dinialy upon the Mspolated Wore s limo limited by sumtiw aaand shall thin opm rmigna ivn ahall.beme effactim unless mad until ■ nor b remotad by an Manama in writing, filed with tie a vig� principal amount of Lb. Banda than urou pant to thin subsection unless and until a dam s with subsection 8 h*iow, 11 coo ed, or . bo diasslmw d, or othorwbnbottomimp tbe control of any Mato or Wend court or shal bar reed vacancy l thereupon mist in the office foregoing provisions of motion, court this etion, the triode*triode*+reap .. to at of oomte p.nt jun.' dictionnotice, if any, b court may deem proper pemerila, pony org.oized and ai having combined trod on reaaonabls purmantfo when ouch oomp■tant cam proper, i taa�ciria ti ty: ..:...R'•� _.. :7r'_i'. :.. t'r:-E V::r: U.l:..:.w,•. r_vn..r_. .�F_.. . a.., nce.... _..�. rff1� plr .Firr —_t. _ �',..�. .at.,t;E;y�[s�r. A+'`4'.:.:?�F '� s:•� t_.�,. +..s.;;.�''.c.. 0Pi'19"'M0I?iFLCATi0tf Og" t iim``p:�+tii•�tbreiinzoor'd ta+t�w`tf �+iiSliikioa'sdnr�iiita 'tvtSic :, t'ii': •: righ shall no ocgur Governmental Obli Obligation, In Bondholdere find principal amount whi interest, and redemption been verified no sufficient fo amounting firm and if provisio as and expenses related to such &oda. for redemption prior to maturity pane Iaauer in determining whether to cc respect In all Bondi towed bereundar and the einem of tin amounts required to pay or withdrawn and the same Moll be applied by SECTION 21- of default,that is to sayit vided, or (c) that would reduce such percentage of Bondholders required Matte for such modifications or te, without the consent atoll of the Bondholders of Bonds then Outstanding. For the purpose of Bondholders' voting manta, the Bonds owned byor held for ties account of the Lwow, directly or indirectly, Mall not be monied. SECIION 20. DEFEABANCIL.If, at any time, the Lauer Mall have paid, or Mall hale med. payment of, tbe principal, interest and redemption premlanza, if any, with respect to the' Bonds of any sorb. and the fees and charges with respect thereto, tkan, in that event, the pledge of and lien OD U. in favor of the Boculholdare of such Bonds, and all other bona created hereby to favor of srucla Bondholder', teat with nomect to such Benda Far purposes' of the preceding aentoncie, the deposit of cash, one er bank certificates of deposit fully secured as to prbacipal and intoned by Govanuneotal 'lla a trustee or a banking inetinition or trust company, for the sole benefit of each Funds created bersunrker and available to be applied for such purpmes), in an aggregate interest. to accrue thereon, will be sufficient to make timely payment of the principvl, any, on mob Bonds, Mall be comiderad "provieloo for payment' if the same Mail purpoeoe in a written report by a nationally recognized independent certified public the Paying Agent, shall have. been snack with respect to all Paying Agent far. in shall be deemed to require the Issuer to call any of the outstanding Bondi applicable optional redemption provisions, or to impair tb. diecretion of the option for early redemption. If such condition/ hove bean satisfied with tstanding, moneye held in my Fund or Aunt created beraby that are io vision for payment of tbe principal and interest on such Bonds may be or aoy lawful purpose. DEFAULT. Each of the fallowing events is hereby declared an 'wrest (4par:tient of principal of any payable, sitber at maturity (w by proceedings for redemption or (r) payment of any incollment of in Psiahls: (t)the Lever shall for any ream10 road+ the extent that the payment of or security and such conditions Anil continue mire 0 due d set dates not he mode when tba same shall kOCOMil due and become' aware or receives notice of ouch condi o (d) an order or decree shall be entered, with the co or quioacsnc. of the lasuar, appointing a receiver ar smaivere of tine Issuer, or be Data any part thereof or the filing of • petition by tha lamer for relief under f laws ar any other sicellar law or statute of the United States of America or tbe 01 Florida, which shall not be dimaimied, vacated for diecharged within thirty (34)days ereof; or (.)any proms:Lingo ke inalituted, with Mie consent 'or u� of the lia.uar; for the purpose of effecting a composition between the Ioniser and It. the purpose of actiuming the claim" of such creditors, pursuant to any federal or 00w or hereafter enacted, if the claims of such credltore aro under any circumstances. lo fonin the Pledged Bove nues; or (f) the entry of a final judgment or judgments for the payment of money ag th.Iaauer which subjecta any of Lin funde.pledged hereunder to a lien for the payment thentr�venti the provisions of this resolution for which.thero does not exist adequate lnaw r.e0roa ar appropriate bands for the timely payment thereof, and my such judgment obeli not !oda. ninety (90) cloys from the entryllearsof or an appeal shall not be taken th bk. of fulfilling ite obligations hereunder to would be materially adversely affected, a periad of thirty (30) daya after the lamer C-24 ae or Ivey under stab judgment, of aqy d Ur covenants, reeoluton on the pert of sad b) "bon, and ouch a ncufloe opedfjtng rude default lo bo remedied Shill ham 'beett +oa-to the Is mer by the regiatared owners of ler.Rhea tea permit (10%) In aggregata pi ipsl amount of the Benda 0 .hell not be rood faith institui•s appropriate curative Prior to ea holders of Bariee 1999 Boode and other Outstanding Ova Berim 1989 Boccie and other Outdandiag Bonds, Entitlement are equally and ratably protedrd. • BZC11ON 72. SNPO .ray meat of default .p.cified is Section 21 above, then sad is • r.gwit of the omen of not deco than tw.Dtydlve percent (16%; In•ur.r, dull proceed, subject to the proviaioaa of Bedions 1 IIoodholdera under tine 1e.11 of the 810da of PSorida, including the .p..;d proceedings in equity or at lee, ar by proceedings in tee for the specific performance day aeronaut or agreement contained bore .r for th••oforcem.Dt of any. proper. level or equitable rm.4, all as this e ffectual to protect and .dorm ouch rights. , ID the enforcement of any meanly again* the Leaner to ewe for, enforce payment of and receive any and all amounts teem or d remaining, due from the Issuer for principal, liter.st or otber.im wader any pro unpaid. with Interest on overdue permeate of principal and, to the eateut permitted Interest specified lo ouch Bonds, together with any and all costa and ex.saesa of and ceder ouch Benda, without prejudice to any other right or remedy dtee Trustee ass d •riform any judgment or.dec eo mislead the Issuer", but middy as provided bonito and to oueb amount* remaining unpaid sad interact, cods and expenses as above provided, and to coiled (but Oinking Fund, the fuser// Fund and any other moneys 'reliable for such purpose) la any manner adjudged ar decreed to Ire melds BECIION 23. ACCEIXRATION OF Itt1ATmarct.8. Upon the haq,. ,day event of default Specified in 'fieetiorf 21 above,' than and -in every -ncbewe , the _7ruat� mq,,Dad upo r.quaa of the owners of Dot Ism than • majority of the aggregate principal amount of Tends Ovtwaodlog tdtall, ..riting to thd Lacier, declare the principal of sli of ties floods then Outstanding (If not then due and payable) intros": thereon to be due and payable, tmmcdlately, with ouch prvmlumt M May b" /..nuked far optional redemption •ucb declaration the some ahaU become and be immediately due and petyabl., agrthlag 000taladd be the Banda or resolution to the matrary npt.drl..•.,.Atwg; provided, however, that If d log. time after. the principal of the Bonds b..o ao .declared to Da due and payable, aid before the entry d Vaal judgment or decree la any suit, action or proceeding I nstitMed on account of such default, or before lea completion of the enforcement of ay other •r,u 4 under We ndoluttoo. money. .hall have amn®ulated be the appeoprtato TIM& and Amounts created under We resolution sufficient to pay the principal of all matured Boil/ asd all arrears of interew, if, ray, upon all Bonds then Outstnndioa (sssept the principal of any Fined' Dot them due and payable by their terms and the Interest accrued on such Booth miner the last lotdnst payment date), D . with respell to the emits described in clause (g), the I.mmr fault can be cured within a narooabla period of time and If the lamer is y purslane a11rb adiOD until the default ham been corroded. .dies node/ this Section III Bondholders shall cooperate with pressotati.os thereof so that the lotareat of bidders of Bondholder' baramder with moped to Guaranteed RYMISDIEB. Upon the bappen/ag and 000tlnuaaee ad" , the Trustee may proceed. and upon the written principal amount of the Boada sod the Bond potent and enforce the rights of the rsaolutlon, by ouch euita, actions or or officer baying jurtadicttoo, either mcutloa of any power herein grams! sdvia.d by coam.l, "ball deem most Use Trustee shall be entitled beamming, and d any Limo lwrlao or of.ucb Bonds and el the rate or rates of p ooaading" hereunder and to recover and portloa edema moneys in the the money" 00 Dow.aueo eh powsre of tie Trustee Anything is this resolution to Benda OsAdaading shall have Trustee, to direct the method and that such direction shall tent be that the Trustee shall have the ri unjustly prejudicial to Bondholder. ell 0 a due and eot1d is tithe Troika*, than end b written request ofthe owpere of not Ism thee a majority to aggregate principal written nodal to the Louse, reached end annul such declaration end Its n of anauhn.st shill extend to or affect any rubaquent defeolt sr impair toy rigor RECITON 24. EFFECT OF DISCONTINUING PROCEEDrN08. In case any proceeding Bondholder on SOW wit or any default .ball have been dlaoonthowd or abandoned for any moon or vsrr4y to the Mudge or such Bonelbold.r, then and la every such lam the Issuer, the Trustee their former porkiest/ and rights hereusd.r, nspacfivaly, end all rights, remedlss said though no etch proceeding had been taken. ON 26. DIRECTIONS 70 'MUSTER AS TO RPdF.DIAL PROCEEDINGS. faith_* 'ice the bolder of a meyority In .ggregxta principal amount of the concerned instrument in writing emended and delivered to the slid proa.dings to be taken by the Drowse hereunder, provided a eocordasr a with Taw or the provisions of Section 38 of this Resolution, wed use to follow any such direction which to the opinion of the Trustee would to 6 0 Bondholder shall have any right to institute bereuad.ror for any other remedy here wider noticed the event of default es acoowrt.of whi lam than twenty -See percent t?b%) ID egg egase atlas Trustee after the right to weenies wuch power afforded the Trustee . reamsable opportunity either to • . ion, suit or proceeding in Its or their name, end nol .ecurlty and indemnity against the costa, manses acid 1labill few of Its attorneys Including foes on appal), and the Trendies di within a reaaooable time and such notification request and offer option of .the TSu.t.s, to be conditions precedent to the execution of remedy hereunder. It le understood and iwtesded that no ooe or more o In ay manner whatever by his or their adios to affect, disturb or p sj right hereunder, except In the manner herein provided, and that all pruc eedinyr maintained In the manner Lenin provided and for the LSD.ftt of all Bondholders, any other right given to ono or more of wail owo.ro"byiew are restricted -by this- • provided. Nothingeootelo.d herein, however, shall ,Ned o Individually, to enforce the payment dam prindpl of and interest oo hie Bood or Bonds the time, place, from the soursal and la the manner provided In this resolution. SECTION 27. PRO RATA APPLICATION OP FUNDS. islending, If at any time the Pledged Rive:wee *hell Dot 1e ouffedent to pay cam may ls, cis the same become due and pyabi. (either by their terms or bier with any funds then available or thereafter hamming available for ouch p exercise of ties reneedle' provided for la this resolution or olb._rwias, shall, after payment of all re Paying Agent, Boast Begietrar and Authority Agent, be applied as follows: C28 ON8 ON ACTIONS BY INDIVIDUAL BONDHOLDERS, - No or proceeding In equity or at law for the eaecutlos of any trust nd1,old.r previously .hall hew given to thr'huster widest proceeding V to be taken, and unison the bolder, of net the Bonds Ovtstesding .hall haw med. writt c request es the ease may ba, .hall haw . sru.d, and shall Save the power. here bubo,' granted or to iaditate each shell have. been offered to the Trustee reseowble therein or thereby, Including the n..oa.bl. or neglected to comply with such repeat hereby d.d.red In every such car, et the trusts of this sw.olutloo or for any other ode hereby secured shall have say right ity of tiho resolution, or to sorrow any equity .hall be Instituted, had and ay individual rights of idiom or -to the rights.&ad remedies heron the right of ay Bondholder, the maturity thereof, at on to the on of oniiw t.4 ,.the be app preference or interest over amounts due, respective discrimination or prof the Bonds. (c) If the principal of all sballthereedtar have been aubpct to the provisions of par shall later become due and pay Mersa/Mr accruing to the Sinking Fund provi.ioos of paragraph (a) of this Section. Whenever funds are to be •c .11 bs applied at such times, nod from tuna to time, es the Lew •h,ll determine, baying due regard to the amount of ouch fund" asailabl r-..toning available for.aueb application in the future; the vetting raids e • • •nditute proper application of such fund.. Whenever such diet adore which shall be an Interest payment dam unless another data more suitable ..�..i. such be Cued by the Lauer or the Trustee and upon such data interest on .+i.II mesa to accrue. Such erotica ea shall be deemed to be appropriate of the vsy'meot to the owner of any Bond shall bs required anima such Boad shall be promo • ..a may bs, for appropriate aodoreeursut or for mmellaUon If fully paid. SECTION 28. SUBROGATION. Notwith.r...di..g •..curacy, if the principal, Interest and redemption premium, if any, with respect to any h,.urer or Reserve Product Provider with respect to such eerie* of Boeda, the pledge of the ..se in the funds end acoounta seated hereby and all eo►anaota, agreements and.othor obli It.ndboldars of stub sorbs, of Bands obeli continue to exist and the Bood Lo.nrer and/or the ...cent of any payment by such entity with repent to ouch aria of Bonds shall be uubrogated to It.ndholders. 7 due and payable. all each fiends shall be* Ilion due, is the order of the maturity of , ratably, without any diavimioadioo or the Interest Amount and then Into the the order of the requirement for the payment, without discrimination or Bonds shall have become due and payable, all such funds .hall of tbs priocipal and intend then due cad unpaid upon gas Bonds, without pal our Interact or of interest over principal, or of any installment of interest, or of any Bood over any other Bond, ratably, according to the principal nod interest, 'to' the menu entitled thereto without any any difference is the reapective rates of interest specified in have been declared due and payable end.lf such declaration annulled under the prosislona of Section 24 above, then, of this Section to the event that the principal of all such Hoods declared due and payable, the funds remaining in end Rename Fwid .bell be applied in accordance with the proooa of this Section, such funds ea the saw may be, in 11. vole discretion and the likalibood of additional funds in trust for the proper purpose, shall foods shall be esarcieed, the dada upon which ouch application is to be of principal to be paid on such date y such date shall be given. No Trustee or to the Lauer, a tba this resolution to the oda are paid by a Bond deposit from time to the Issuer to the Provider, to the SECTION 29...BOND IN8UREll'8 RIGHTS. Upon the acntrrenoe of vest of ....der this resolution, and so long as no event described in Section 80 bareof shall have occurred wi ..urar, the Bood insurer shall, to the extent permitted by law, 'be doomed a bolder of all of the Bood, of the as ...ch Bond insurer for the purpose of receiving ootiosa and the sole bolder of such Bonds for purposes of guru .I.r.Cti0ns end requests or exercising any other remedial rights under the terms of this rowelutioa, SECTION SO. LIN3TATION ON RIGHTS OF BOND INSURER. Not ..Thar provision contained in thin resolution to the contrary: G1lie Bond insurer shall be in default in thedue and punctual performance of It. obligations Municipal Bond Insurance Policy or if sue h policy for whatever reason is not thee enforceable full force and effect; or If a Bond Insurer shall apply for or consent to the appointment of a receiver, custodian, C-27 truism or liquidator of such Bond lamer or of all or subetantiai part of its a.eeta, or @hall admit In writing It. iaebWlty, or be generally payable, to pay its debta aa ouch debts become due, or shall make e genera) asigsmant for thi bosfit of its creditor., or oammems a voluntary COMO under the Pederd Bankruptcy Coda (aa now or berpafter in effect) or shall I. a petition waling to take) advantage of any other law relating to bankruptcy, tmsolvoaa7, reorganisation, winding up or compooltioo or edjuetmens of debts, or .ball fall to mnotrt in ■ timely and appropriate manner, or acquiesce in writing to, any other petltioo filed against melt Bond Iaamer in any involuntary clam undsa said radar l Bankruptcy Code, or .hall take any other action for aims purpose of effecting the foregoing or W) lf a proceeding or cam shall be wmmemd without the application or coma of o Bond la.rrer, in any court of mmpstaot juriadktioo ..eking time liquidation, reorganisation, dissolution, winding up or a or reed{ u.tment of debts of ouch Bond Insurer or the appointment of a tram.., receiver, Of liquidator or the like, of such /loud insurer or of all or • substantial part of its eamte, or Uef with respect to such Bond Insurer under any law relating to bankruptcy, insolvency, wiediag up or composition or arjjuWo.ot of debts. and suck promeding or came .hell - issed and an order, judgment or dams approving or ordiring my of the foregoing .ball tins un.tq.d in effect far a period of dtdy (80) day. from the mmmotmamont of cam, or any order for relief against suck Band Insurer shall be entered in my involuntary ..y under oaid Federal Bankruptcy Code; thsa and to may such event eudt Bond @heal not be entitled to any right, spsafieell7 granted to It herein to comsat t,, approve or p@rticipsta la my aetioea to by taken b7 the iru@r. i Bondholder or my of them pu- 0t to thin rraolution. C-28 ONSI 8 Remlution should be expressly prohibited, or agreements or provisions s provisions of this Resolution 5wr10 incluriing, without limitation, Re PARSED AND ADoPTED, (SEAL) ATTEST: Meetly avei, City Clark Prepared and Approved by: Assistant City Attorney 77.7f4--• any one ar mom of the comemita, agreements or provisions of this provision of law or contrei7 to the policy of express law, though not shall for any name ieriesdersvor be held Invalid, then such Covenants, .hall bs chismod separate from the remaining covenants, agreements or under. OF INCONSLIFFENT RESOLUTIONS. All remlutions or parts thereof, , be conflict herewith are hereby repealed. DATE. This Resolution shall be effectiva immediately upon ita adoption. a November, MO. C-29 Xavier L. Suarez, Mayor Ci To Form and APPENDIX D CForn of Co -Bond Counsel Opinion] Miami, Florida November 15, 1990 The City of Miami, Flo 3500 Pan American Drive Miami, Florida 33133-070 Re: City of Miami, Flo da Community Redevelop- ment Revenue Bonds, ries 1990 Ladies and Gentlemen: We have acted as Bond C the issuance and sale by The City "Issuer") of its Community Redeye Series 1990, in the original aggrega $11,500,000 (the "1990 Bonds"). All terms used herein in capita'zed form and not otherwise defined herein shall have the aine meanings as ascribed to them under Resolution No. 90 96, adopted by the City Commission of the Issuer on Ma 8, 1990, as supplemented by Resolution No. 90- , adopt- by the City Commission of the Issuer on November 8, 1990 ectively, the "Resolution"). el in connection with Miami, Florida (the ent Revenue Bonds, principal amount of The description.of the 1990 Bonds in th opinion and other statements concerning the terms and coed ions of the issuance of the 1990 Bonds do not purport to forth all of the terms and conditions of the 1990 Bonds the Resolution, or any other document relating to the is e of the 1990 Bonds, but are intended only to identify he 1990 Bonds and to describe briefly certain features there Proceeds of the 1990 Bonds shall be applied to acquisition of certain real .property located in the South East Overtown/Park West area of the Issuer and the improve- ment thereof to facilitate the construction and development of multi -family residential facilities, commercial develop- ment and public improvements constituting a redevelopment D-1 The City of Miami, Florida November 15, 1990 Page 2 p ect, the construction of certain public improvements and the repaynent of a loan made by the U.S. Department oi Hous, g-and Urban Development to the Issuer (collectively,. the oject") and to reimburse the Issuer for certain expend ures previously incurred by the Issuer in connection with oject. issued in outstanding at the rates 1990 Bonds sha are subject to maturity in the forth in the Reso to principal and entitlement portion available to the Iss II, Chapter 218, Flo excess of $300,000 per, and certain other funds, (the "Pledged Revenues"). e 1990 Bonds are dated November 1, 1990, were y registered form, and bear interest on the ncipal balance thereof from the date thereof annum described in the Resolution. The mature as provided in the Resolution, and andatory and optional redemption prior to ner and upon the terms and conditions set on. The 1990 Bonds are payable both as nterest solely from the guaranteed of the state revenue sharing funds pursuant to the provisions of Part a Statutes, in an amount not in a , certain tax increment revenues as described in the Resolution The 1990 Bonds thereby do not constitute obligation of the Issuer or political subdivision or agency faith and credit or the taxing State of Florida or any politic thereof. The Issuer is not indebtedness evidenced by the 1990 thereon except from the Pledged Reve faith and credit nor the taxing power. State of Florida Or any taxing su thereof is pledged to pay the principal o or the interest on the 1990 Bonds. • In rendering the opinions set for examined certified copies of the Resolution, Cooperation Agreement, dated as of Mardi') amended (the "Interlocal Cooperation Agreemen the Issuer and Dade County, Florida (the "Cou Interlocal Agreement, dated as of November 8, "Interlocal Agreement"), between the Issuer Community Redevelopment Agency of The City of Mia "CRA"), and various certificates and opinions deliv D-2 d the obligations evidenced general debt, liability or e State of Florida or any hereof, or a pledge of the er of the Issuer or the subdivision or agency bligated to pay the onds or any interest , and neither the the Issuer or the 'vision or agency premium, if any, elow, we have e Interlocal 1983, as , between y"), the 0 (the d the the d in The C Noveinbe 5, 1990 Page 3 connection the agreements of without limitatio with the applicab and Part IV of Sub Revenue Code of applicable regulation to preserve the exclus gross income for federa iami, Florida h, and are relying on the covenants and e Issuer contained therein including, the covenant of the Issuer to comply requirements contained in Section 103 apter B of Chapter 1 of the Internal 6, as amended (the "Code"), and ereunder, to the extent necessary of interest on the 1990 Bonds from come tax purposes. We have also e Notice of Intent to Issue Confirmation, filed by the Finance of the State of Flor original entry thereon by confirming an allocation to 159.805(5)(a), Florida Statutes, $11,500,000 for the 1990 Bonds, executed by the Legal Advertisin MIAMI HERALD, validation proceedings the Eleventh Judicial Circuit of Flo County, Florida, and other proofs s to the issuance and sale by the Issuer In addition to the foregoing, we have upon the opinion dated the date hereo Fernandez, City Attorney, and such o documents and opinions, including cer representations of public officials, representatives of the Issuer, and various participating in this transaction, as we relevant and necessary in connection with the op forth below. We have not undertaken an independen examination, investigation or iTIPPcction of the described or contained in such certificate representations, and have relied solely on the estimates and circumstances described and set forth the ined original copies of the onds and Request for Written er with the Division of Bond (the "Division"), and the Division of Bond Finance e Issuer under Section the total amount of a davits of publication epresentative of THE e Circuit Court of a, in and for Dade ed to us relative the 1990 Bonds. x ined and relied of Jorge L. agreements, cates and cers and parties deemed ons set - audit, ers and In our examinationof the foregoing, we ha assumed the genuineness of signatures on aU. documents a instruments, the authenticity of documents submitted .as originals and the conformity to originals of documents submitted as copies. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the United States of America. D-3 • The City of Miami, Florida November 15, 1990 Page 4 Based upon and subject to the foregoing, we are of e o nion that: 1) The 1990 Bonds are valid and legally bin ng special obligations of the Issuer, paya esolely from the Pledged Revenues in the manne •described in the Resolutions. (2) 1990 Bond properly excluded fr purposes, ex to the exclu income for any are held by.a p Section 147(a) o user" of the Proje "substantial user." is Conditioned upon its covenants rela rebate and other tax Part IV of Subchapter B to the extent necessary of interest on the 1990 for federal income tax purp Issuer to comply with su cause' the interest on the included in gross income for purposes retroactive to the da the 1990 Bonds. In.addition, no foregoing, _under_ the _Code, interesf Bonds will be treated as an item of for purposes of the alternative imposed on individuals and.corporatio provisions of the Code may give rise federal income tax consequences to p Bondholders. The scope of this opinion i to matters addressed above and no opin' expressed hereby regarding other federal ax consequences that may arise due to ownership the 1990 Bonds. Under existing law, the interest on the (including any original issue discount llocable to a holder thereof) is gross income for federal income tax that no opinion is expressed as on of such interest from gross iod during which the 1990 Bonds son who, within the meaning of the Code, is a "substantial or a'"related person" to a e opinion expressed above pliance by the Issuer with g to certain arbitrage 'rements contained in Chapter 1 of the Code, eserve the exclusion B. ds from gross income •es. 'Failure of the equireiuents could 0 Bonds to be era]. income tax of issuance of thstanding the onthe:1990 preference nimum' tax . Other adverse j.P141" 'mited is (3) Under existing law, the 1990 Bonds ar exempt from all present intangible personal • - ^ D-4 of laud, Florida , 1990 . property documentary stamp taxes imposed by the State o F orida. Our opin present laws and i affirmative obligat circumstances or law adversely affect the e income tax purposes of s expressed herein are predicated upon erpretations thereof. We assume no with respect to any change Of after the date hereof that may u ion from gross income for federal n erest on the 1990 Bonds. All opinions as obligations of the Issuer and limited by (i) bankrup moratorium or similar laws, affecting the enforcement of applicable laws or .equitable remedies or injunctive or'other e enforceability of the legal rth herein are subject to insolvency, reorganization, each case relating to or ditors,* rights, and (ii) p nciples that may affect 'table relief. This opinion shall not be offering circular, prospectus or offi not intended in any way to be a disclo connection with the sale or delivery of emed a e or treated as tatement, and document used 1990 Bonds. an is in The scope of our engagement in elation to the issuance of the' 1990 Bonds has been limite solely to the examination of facts and law incident to endering the opinions :expressed herein. We have not bee engaged nor have we undertaken to review or verify and ther- ore express no 'opinion as to the accuracy, adequacy, rness or completeness of the Official Statement or any e bits or appendices thereto or any other offering materia elating to the 1990 Bonds, except as otherwise set forth n our Opinion to_tbe undexwriters dated as of the date reof. In addition, we have not been--ariga-ged to arid the ore express no opinion as to the compliance -by the Issuer o tbe underwriters with any federal or state registrat.n requirements or security statutes, regulations or rulin with respect to the offer and sale of the 1990 Bond including, without limitation, the Glass-Steagall Act. Sincerely yours, HOLLAND & KNIGHT AND ' BARNES, DARBY & McGHEE 27387-16 8487APPD:WP122 71/12/90 • ..,n the San Xhi6i; »� PRELIMINARY OFFICIAL STATEMENT DATED NOVEMBER 1, 1990 Ratings: v Only) Moody'5: Baal Standard & Poor's: ditioned ireuleo-tBaoreferrrc 1 Counsel, herein rinterest an the Series and l!W90 Bondson L excludedxcfrom gross iliance with nin come erfor federal incorehale md e e ow000r, "INCO1fE TAX EFFECTS" herein for n description of eer-lan a/ernative minimum taxer imposed rations and certain other tares applicahle to corpatntioru, Co -Bowl Counsel is also of the opinion nds are exempt from all present intangible personal properlu taxer imposed hu the State of Florida. $11,500,000° CITY OF MIAMI, FLORIDA OMMUNITY REDEVELOPMENT REVENUE BONDS Series 1990 , 199 The Community Redet Florida (the "City ,,•,.•yh ou the Series 1990 Bo I April 1. The Series 19 r ir•,nilury Trust Company, Ne „•I,. irlhrarl purchases of the Series h;ral multiple thereof. Purchase ,.n..lers of the Series 1990 Bonds w n, hruurinee is the registered owner o will be made to DTC or its no merits to DTC Participants (as defined r,•ir.) of the Series 1990 Bonds, Such ((pray u.nncu Banks Trust Company, N.A., Jucks0 'I..I„used to the Beneficial Owners o the Series The Series 1990 Bonds will be subject to opti ,,,.amity by the City. See -'REDEMPTION PROViSI Due-. phnent Revenue Bonds, Series 1990 (the "Series 1990 Bonds") will be issued by The Cit • registered form only, in denominations of 65,000 each or any integral multiple thereo payable commencing on April 1, 1991, and semi-annually thereafter on each October ds, when issued, will be registered in the name of Cede & Co:, as nominee for The New York ("DTC"), uctin i us securities depository for the Series 1990 Bonds. Bonds will be made in book -entry farm only in denominations of 35,000 or any he Series 1990 Bonds will not receive physical delivery of the Series 1990 Bonds. effectuated through u book -entry system as described herein. As long as DTC Series 1990 Bonds, payments of interest on and principal of the Series 1990 which in turn is responsible for remitting such principal and interest eon) for subsequent disbursement to the Beneficial Owners (as defined of principal and interest to DTC or its nominees shall be made by orida, as paying agent (the "Paying Agent"), to be subsequently Bonds. redemption and mandatory sinking fund redemption prior to S" herein. The Series 1990 Bonds are payable solely from th I:ily from the Southeast Overtown/Park West Red goer nteed Entitlement Revenues (as described hcrei drat the Rebate Fund) established under the Bond Resululio ,.nstilute u debt, liability or obligation of the City, the Cur heren)), Dade County, Florida (the "County"), or the State o the foregoing, or a pledge of the full faith and credit of the CI .,f:a,y of tbe,foregoiug, orthe CRA,•bulshall be.payable.solely fru f the City, the County, or the State ur any political subdivision principal un, redemption premium, if any, and interest on the Seri Increment Revenues for payment of the Series 1990 Bonds %sill circumstances which the City cannot predict with certainty. See "RIS Due l Principal 1991 1992 1993 1994 1895 1996 1997 1998 1099 2000 neremenl Revenues (as described herein) received by the ent Area (as described herein), tugether with certain City and monies (held in the funds and accounts (other the "Pledged Revenues"). The Series 1990 Bands do nut nity Redevelopment Agency (the "CRA", as defined ides (the "State"), or any political subdivisionof any County, ur the State, or any political subdivision .Pledged Revenues and neither the !airing power of the foregoing, is pledged to the ayrnent of Bonds. The realisation of sufficient Tax pendent upon a variety of facturs and ORS" herein. Maturities, Interest Rates, and Inlcresl Due Ruts Price 1 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 i . Terns Bonds at Sb at eip Interest Rate Pries The Series 1990 Bonds are offered for delivery when, as uud If issued, subject to prior sole, thdrawul or modification of the offer without notice and subject to receipt of the approving opinion.of Holland & ht, Miami. Florida, and Barnes, Darby end McGhee, Mianti, Florida, Co -Bond Counsel Certain legal martenwill be p ed upon • *. for the City by lts_Ceneral Counsel, Jorge L. Fernandez, and for the Underwriters by their co -counsel, Fine eobson Schwartz Nash Block & England, Miami, Florida, and McCrary & Dove, Miami, Florida. Howard Cary 6r C. - . ny, c Miami, Florida and Raymond James & Associates, Inc., St. Petersburg, Florida, are serving as Financial Advisors the City with respect to the Series 1900 Bonds. It is expected that the Series 1990 Bonds will be available for delivery in York, New York on or 9bout_November 15, 1990. PAINEWEBBER INCORPORATED GRIGSBY BRANFORD POWELL INC. AIBC INVESTMENT SERVICES, CORP, ......-GUZMAN -ek -COMPANY _ ,1990 • Preliminary, subject to change 28 OF MYOL CIT MWiGER AND DI1�CR OF FINANCE WE, VIER L. SUAREZ, Mayor (the "Mayor") CESAR H. ODIO, City Manager nd CARLOS E. GARCIA, Director of Finance of The City of Miami, lorida (the "Issuer"), DO HEREBY CERTIFY that: (1) Atta ed hereto as Exhibit A is a true and accurate copy of the finalicial Statement dated November 8, 1990, (the "Official Starent") pertaining to the $11,500,000 City of Miami, Florida, mmunity Redevelopment Revenue Bonds, Series 1990 (the "Se es 1990 Bonds"), as executed by the Mayor on behalf of the Issue and such final Official Statement contains only such chan s from the Preliminary Official Statement dated November , 1990, a copy of which is attached hereto as Exhibit B, adop d and approved by Resolution No. 90-871 adopted by the Issu on November 8, 1990 (the "Resolution") with respect the Bonds, as have been approved by the appropriate officers • the Issuer in accordance with said Resolution; and (2) The information and atements with respect to the Issuer contained in the Official ement, as of its date and the date hereof, are true, co•rrect nd complete in all nmterial respects for the purposes for which uch Official Statement is to be used and nothing has come to o attention which would lead us to believe that such inforznati n in the Official Statement includes any untrue statenze of a material fact or omits to state a material fact necessar o make the statements therein, in the light of the circumstance. under which they were made, not misleading; and (3) No event affecting the Issuer ha occurred since the date of the Official Statement which shou be disclosed in the Official Statement for the purposes for wh h it is to be used Cir-which it is necessary to 'disclose -there in order to make the statements and information therein not sleading in , any material respect; and (4) To the best of our knowledge, any finan 1 and statistical data relating to the Issuer included in Official Statement are true and correct as of the date this ,,certificate. IN WITNESS WHEREOF, we have hereunto set our hands and xed the seal of the Issuer this 16th,day of November, 1990. Cesar H. Odio, City Man Carlos E. Gar 'a, Director of Finance