2003-25240 Reso
RESOLUTION NO. 2003- 25240
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA, AUTHORIZING
THE ISSUANCE OF NOT TO EXCEED $62,465,000 IN
AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH, FLORIDA GENERAL OBLIGATION BONDS, SERIES
2003, TO PAY COSTS OF A PORTION OF A PROJECT
DESCRIBED HEREIN AND COSTS OF ISSUANCE;
PROVIDING THAT SUCH GENERAL OBLIGATION BONDS
SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE
CITY AND THAT THE FULL FAITH, CREDIT AND TAXING
POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED
FOR THE PAYMENT OF THE PRINCIPAL OF AND THE
INTEREST ON SUCH GENERAL OBLIGATION BONDS;
MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION THEREWITH; PROVIDING CERTAIN
DETAILS OF THE BONDS; DELEGATING CERTAIN
MATTERS IN CONNECTION WITH THE ISSUANCE OF THE
BONDS . TO THE MAYOR; AUTHORIZING THE
NEGOTIATED SALE OF THE BONDS TO THE ORIGINAL
PURCHASERS; APPOINTING A PAYING AGENT AND A
BOND REGISTRAR; APPROVING THE FORM AND
EXECUTION OF A BOND PURCHASE AGREEMENT;
PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION OF AN OFFICIAL
STATEMENT; AUTHORIZING OBTAINING A BOND
INSURANCE POLICY AND ANY NECESSARY COVENANTS
WITH RESPECT THERETO; COVENANTING TO PROVIDE
CONTINUING DlSCLOSURb IN CONNECTION WITH THE
BONDS IN ACCORDANCE WITH SECURITIES AND
EXCHANGE COMMISSION RULE 15c2-12 AND
AUTHORIZING THE EXECUTION OF A COMMITMENT
WITH RESPECT THERETO; AUTHORIZING A BOOK-ENTRY
REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING
CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO
TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH
THE ISSUANCE OF SAID BONDS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, on September 17, 1999, the Mayor and City Commission (collectively, the
"Commission") of the City of Miami Beach, Florida (the "City") adopted Resolution No.
99-23299 calling for a special election on November 2, 1999 to submit to the electorate ofthe City
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a bond referendum to decide whether the City should be authorized to issue not exceeding
$9,720,000 in principal amount of general obligation bonds (the "Fire Safety General Obligation
Bonds") to renovate, expand and improve fire stations and related facilities located in the City and
acquire and equip fire trucks (the "Fire Safety Projects"); and
WHEREAS, on September 17, 1999, the Commission also adopted Resolution No.
99-23300 calling for a special election on November 2, 1999 to submit to the electorate of the City
a bond referendum to decide whether the City should be authorized to issue not exceeding
$24,830,000 in principal amount of general obligation bonds (the "Parks and Beaches General
Obligation Bonds") to improve recreational facilities and equipment, access, security and related
maintenance facilities for parks and beaches located in the City (the "Parks and Beaches Projects");
and
WHEREAS, on September 17, 1999, the Commission further adopted Resolution No.
99-23301 calling for a special election on November 2, 1999 to submit to the electorate ofthe City
a bond referendum to decide wither the City should be authorized to issue not exceeding
$57,915,000 in principal amount of general obligation bonds (the "Neighborhood General
Obligation Bonds" and, together with the Fire Safety General Obligation Bonds and the Parks and
Beaches General Obligation Bonds, the "General Obligation Bonds") to improve neighborhood
infrastructure in the City, consisting of streetscapes and traffic calming measures, shoreline
stabilization and related maintenance facilities (the "Neighborhood Projects" and, together with
the Fire Safety Projects and the Parks and Beaches Projects, the "Project"); and
WHEREAS, at such special elections on November 2, 1999, the issuance of the General
Obligation Bonds was approved by the qualified electors of the City in accordance with the
applicable laws of the State of Florida (the "State"); and
WHEREAS, the Commission adopted Resolution No. 99-23362 on Noyember 3, 1999
adopting the certification by the Supervisor of Elections of Miami-Dade County, Florida, of the
results of such bond referenda approving the issuance of the General Obligation Bonds; and
WHEREAS, pursuant to the Constitution and laws of the State, including, without
limitation, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended,
and the City of Miami Beach Charter (collectively, the "Act"), the City is duly authorized to issue
the General Obligation Bonds; and
WHEREAS, on July 3, 2000, the City issued $30,000,000 in aggregate principal amount of
the General Obligation Bonds, consisting of (i) $9,030,000 in principal amount of the Fire Safety
General Obligation Bonds issued to pay the costs of a portion of the Fire Safety Projects, (ii)
$9,230,000 in principal amount of the Parks and Beaches General Obligation Bonds issued to pay
the costs of a portion of the Parks and Beaches Projects, and (iii) $11,740,000 in principal amount
of the Neighborhood General Obligation Bonds issued to pay the costs of a portion of the
Neighborhood Projects; and
WHEREAS, the Commission has determined that it is in the best interest of the City to
authorize at this time the issuance of not exceeding $62,465,000 in aggregate principal amount of
the General Obligation Bonds (the "Bonds"), consisting of (i) not exceeding $690,000 in principal
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amount of the Fire Safety General Obligation Bonds to be issued to pay the costs of a portion ofthe
Fire Safety Projects, (ii) not exceeding $15,600,000 in principal amount ofthe Parks and Beaches
General Obligation Bonds to be issued to pay the costs of a portion of the Parks and Beaches
Projects, and (iii) not exceeding $46,175,000 in principal amount of the Neighborhood General
Obligation Bonds to be issued to pay the costs of a portion of the Neighborhood Projects, as more
particularly described in this Resolution; and
WHEREAS, the Commission has further determined that it is in the best interest ofthe City
to delegate as provided herein the determination of various terms ofthe Bonds, the final award of
the Bonds, including execution of a Bond Purchase Agreement, whether to obtain bond insurance
with respect to the Bonds and all other actions necessary or desirable in connection with the
issuance of the Bonds, subject to the limitations contained herein; and
WHEREAS, for reasons more fully set forth herein, the Commission finds and determines
it to be in the best interest ofthe City to authorize the sale ofthe Bonds on the basis of a negotiated
sale rather than a public sale by competitive bid.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. DEFINITIONS. In addition to the terms elsewhere defined in this
Resolution, unless the context otherwise requires, the following terms as used in this Resolution
shall have the following meaning:
"Authorized Depository" means any bank, trust company, national banking association,
savings and loan association, savings bank or other banking association selected by the City as a
depository, which is authorized under Florida law to be a depository of municipal funds and which
has complied with all applicable state and federal requirements concerning the receipt of City
funds.
"Bond Insurance Policy" means, as and if proyided by the Mayor in the Mayor's
Certificate, the municipal bond insurance policy issued by a municipal bond insurance company in
respect of the Bonds.
"Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the
form presented at the meeting at which this Resolution was considered to be entered into between
the City and the Original Purchasers of the Bonds providing for the terms of the sale of the Bonds
to such Original Purchasers.
"Bondholder", "holder" or "registered owner" means the person in whose name any Bond
is registered on the registration book maintained by the Bond Registrar.
"Bond Registrar" means Wachovia Bank, National Association, and any other agent
designated from time to time by the City, by resolution, to maintain the registration books for the
Bonds issued hereunder or to perform other duties with respect to registering the transfer of the
Bonds.
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"Chief Financial Officer" means the Chief Financial Officer of the City or his or her
designee or the officer succeeding to his or her principal functions.
"City Attorney" means the City Attorney of the City or his or her designee.
"City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or
her principal functions.
"City Manager" means the City Manager or his or her designee or the officer succeeding to
his or her principal functions.
"Code" means the Internal Revenue Code of 1986, as amended, and all temporary,
proposed or permanent implementing regulations promulgated or applicable thereunder.
"Continuing Disclosure Commitment" means the Continuing Disclosure Commitment
substantially in the form presented at the meeting at which this Resolution was considered to be
delivered by the City in accordance with Section 12 of this Resolution.
"DTC" means The Depository Trust Company, New York, New York, its successors and
asSignS.
"Financial Advisor" means William R. Hough & Co., the financial advisor to the City in
connection with the issuance of the Bonds.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the
succeeding September 30, or such other consecutive 12-month period as may hereafter be
designated as the fiscal year of the City.
"Government Obligations" means:
(a) direct obligations of, or obligations guaranteed as to timely payment by, the
United States of America;
(b) Any bonds or other obligations of any state of the United States of America
or of any agency, instrumentality or local govemmental unit of any such state (i) which are
not callable prior to maturity or as to which irrevocable instructions have been given to the
trustee of such bonds or other obligations by the obligor to give due notice of redemption
and to call such bonds for redemption on the date or dates specified in such instructions, (ii)
which are secured as to principal and interest and redemption prernium, if any, by a fund
consisting only of cash or obligations of the character described in clause (a) hereof which
fund may be applied only to the payment of such principal of and interest and redemption
premium, if any, on such bonds or other obligations on the maturity date or dates thereof or
the redemption date or dates specified in the irrevocable instructions referred to in
subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and
interest on the obligations ofthe character described in clause (a) hereof which have been
deposited in such fund along with any cash on deposit in such fund are sufficient to pay
principal of and interest and redemption premium, if any, on the bonds or other obligations
described in this clause (b) on the maturity date or dates thereof or on the redemption date
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or dates specified in the irrevocable instructions referred to in subclause (i) of this clause
(b), as appropriate;
(c) Evidences of indebtedness issued by the Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation (including participation certificates), Federal
Financing Banks, or any other agency or instrumentality of the United States of America
created by an act of Congress provided that the obligations of such agency or
instrumentality are unconditionally guaranteed as to timely payment by the United States
of America or any other agency or instrumentality of the United States of America or of
any corporation wholly-owned by the United States of America; and
(d) Evidences of ownership of proportionate interests in future interest and
principal payments on obligations described in (a) held by a bank or trust company as
custodian.
"Intent Resolution" means Resolution No. 2000-23460 adopted by the Commission on
January 12, 2000 declaring the official intent of the City to issue the General Obligation Bonds in
accordance with the requirements of the Code.
"Mayor" means the Mayor of the City or in his absence or inability to perform, the Vice
Mayor of the City.
"Mayor's Certificate" means the Certificate to be executed by the Mayor prior to or at the
time of the execution of the Bond Purchase Agreement, which certificate shall provide certain
details of the Bonds as required under this Resolution.
"Official Statement" means that certain Official Statement with respect to the issuance of
the Bonds, as such Official Statement shall be approved by the Mayor and the City Manager in
accordance with the provisions of this Resolution.
"Original Purchasers" means Raymond James & Associates, Inc., Citigroup Global
Markets Inc., RBC Dain Rauscher Inc. and Ramirez & Co., Inc., the original purchasers of the
Bonds.
"Outstanding" or "Bonds outstanding" means all Bonds which have been issued pursuant
to this Resolution except:
(a) Bonds canceled after purchase in the open market or because of payment at
or redernption prior to maturity;
(b) Bonds for the payment or redemption of which cash funds or Government
Obligations or any combination thereof shall have been theretofore irrevocably set aside in
a special account with the Paying Agent or other Authorized Depository, whether upon or
prior to the maturity or redemption date of any such Bond, in an amount which, together
with earnings on such Government Obligations, will be sufficient to pay the principal of
and interest and redemption premium, if any, on such Bonds at maturity or upon their
earlier redemption; provided that, if such Bonds are to be redeemed before the maturity
thereof, notice of such redemption shall have been given according to the requirements of
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this Resolution or irrevocable instructions directing the timely giving of such notice and
directing the payment ofthe principal of and interest on all Bonds at such redemption dates
shall have been given to the Paying Agent;
(c) Bonds which are deemed paid pursuant to Section 5.G hereof; and
(d) Bonds in exchange for or in lieu of which other Bonds have been
authenticated and delivered pursuant to this Resolution.
"Paying Agent" means Wachoyia Bank, National Association, and any other agent which
is an Authorized Depository, designated from time to time by the City, by resolution, to serve as a
Paying Agent for the Bonds issued hereunder that shall have agreed to arrange for the timely
payment ofthe principal of, interest on and redemption premium, if any, with respect to the Bonds
to the registered owners thereof, from funds made available therefor by the City.
"Preliminary Official Statement" means the Preliminary Official Statement with respect to
the issuance of the Bonds substantially in the form presented at the meeting at which this
Resolution was considered.
"Resolution" means this resolution authorizing the issuance of the Bonds, as amended
from time to time to the extent permitted hereby.
Words in this Resolution importing singular numbers shall include the plural number in
each case and vice versa, and words importing persons shall include firms, corporations or other
entities including governments or governmental bodies. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders.
SECTION 2. FINDINGS AND DETERMINATIONS. It is hereby ascertained,
determined and declared that:
A. The recitals to this Resolution are hereby incorporated herein as findings and
determinations.
B. The Project consists solely of "capital projects" as such term is used in Article VII,
Section 12 of the Constitution ofthe State of Florida.
C. On January 12,2000 the Commission adopted the Intent Resolution.
D. Due to prevailing market conditions and the recommendation of the Financial
Advisor that the sale of the Bonds be by negotiation, the sale of the Bonds on the basis of
negotiated sale rather than a public sale by competitive bid is found to be in the best interest of the
City and is hereby authorized.
SECTION 3. CONTRACT. In consideration of the acceptance ofthe Bonds authorized
to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be
deemed to be and shall constitute a contract between the City, the Bondholders, the Bond Registrar,
the Paying Agent and the provider of any Bond Insurance Policy. The covenants and agreements
herein set forth to be performed by the City shall be for the equal benefit, protection and security of
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the Bondholders and the provider of any Bond Insurance Policy, and all Bonds shall be of equal
rank and without preference, priority or distinction over any other thereof, except as expressly
provided herein.
SECTION 4. AUTHORIZATION OF THE BONDS; SALE AND AWARD OF THE
BONDS.
A. Subject and pursuant to the provisions hereof, General Obligation Bonds of the
City to be known as "City of Miami Beach, Florida, General Obligation Bonds, Series 2003" are
hereby authorized to be issued at one time or as needed in an aggregate principal amount of not
exceeding Sixty Two Million Four Hundred Sixty Five Thousand Dollars ($62,465,000), to pay
the costs ofa portion ofthe Project and costs of issuance of the Bonds, including the premium for
any Bond Insurance Policy. The Bonds shall consist of (i) not exceeding $690,000 in principal
amount ofthe Fire Safety General Obligation Bonds to be issued to pay the costs of a portion of the
Fire Safety Projects and related costs of issuance of the Bonds, (ii) not exceeding $15,600,000 in
principal amount of the Parks and Beaches General Obligation Bonds to be issued to pay the costs
of a portion of the Parks and Beaches Projects and related costs of issuance of the Bonds, and (iii)
not exceeding $46,175,000 in principal amount of the Neighborhood General Obligation Bonds to
be issued to pay the costs ofa portion of the Neighborhood Projects and related costs of issuance of
the Bonds. The Mayor, upon the recommendations of the Chief Financial Officer and the
Financial Advisor, and subject to the above limitations, shall determine the aggregate principal
amount of the Bonds to be issued and the portions thereof to be issued as Fire Safety General
Obligation Bonds, Parks and Beaches General Obligation Bonds and Neighborhood General
Obligation Bonds, and may determine to issue the Bonds at one time or as needed, such
determinations to be evidenced in the Mayor's Certificate.
B. The Commission hereby approves the form of the Bond Purchase Agreement for
the purchase of the Bonds by the Original Purchasers. Upon compliance by the Original
Purchasers with the requirements of Florida Statutes, Section 218.385, the Mayor is hereby
authorized, upon the recommendations ofthe Chief Financial Officer and the Financial Advisor, to
award the Bonds to the Original Purchasers and to execute the Bond Purchase Agreement, in
substantially the form presented at the meeting at which this Resolution was considered, subject to
such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to
evidence the terms of the Bonds and such additional changes as may be approved by the Mayor,
after consultation with the Chief Financial Officer and the City Attorney. The underwriting
discount (which does not include original issue discount) for the Bonds shall be determined by the
Mayor upon the recommendations of the Chief Financial Officer and the Financial Advisor, but
shall not be more than 1 % ofthe principal amount ofthe Bonds. The execution and delivery by the
Mayor of the Bond Purchase Agreement for and on behalf of the City shall be conclusive evidence
of the approval of such officer and the City of any such changes, insertions, omissions or filling-in
of blanks.
SECTION 5. TERMS, REDEMPTION AND FORM OF BONDS.
A. The Bonds shall be issued as fully registered bonds in the denomination of $5,000
each or any integral multiple thereof and shall be numbered consecutively from 1 upward preceded
by the letter "R". The principal of and redemption premium, if any, on the Bonds shall be payable
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upon presentation and surrender at the designated corporate trust office of the Paying Agent.
Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to
the registered owners of the Bonds at the addresses as they appear on the registration books
maintained by the Bond Registrar at the close of business on the 15th day (whether or not a
business day) of the month next preceding the interest payment date (the "Record Date"),
irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior
to such interest payment date, unless the City shall be in default in payment of interest due on such
interest payment date; provided, however, that (i) if ownership of Bonds is maintained in a
book-entry only system by a securities depository, such payment may be made by automatic funds
transfer (wire) to such securities depository or its nominee or (ii) if such Bonds are not maintained
in a book-entry only system by a securities depository, upon written request of the holder of
$1,000,000 or more in principal amount of Bonds, such payments may be made by wire transfer to
the bank and bank account specified in writing by such holder on or prior to the Record Date (such
bank being a bank within the continental United States), if such holder has advanced to the Paying
Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to
deduct the cost of such wire transfer from the payment due such holder. In the event of any default
in the payment of interest, such defaulted interest shall be payable to the persons in whose names
such Bonds are registered at the close ofbusinl::ss on a special record date for the payment of such
defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the
Paying Agent to the registered owners of the Bonds not less than fifteen (15) days preceding such
special record date. Such notice shall be mailed to the persons in whose names the Bonds are
registered at the close of business on the fifth day (whether or not a business day) preceding the
date of mailing.
B. Prior to the issuance of the Bonds the Mayor shall execute the Mayor's Certificate,
upon the recommendations ofthe Chief Financial Officer and the Financial Advisor, setting forth
certain terms of the Bonds including, but not limited to: the dated date of the Bonds, interest
payment dates, interest rates, but not to exceed 6% per annum, maturities, but not later than
December 31, 2033, sinking fund installments, if any, and any redemption provisions. The
Mayor's Certificate may also provide for any Bond Insurance Policy to be procured in connection
with the issuance of the Bonds, based upon the recommendations of the Financial Advisor, and
covenants of the City in connection therewith, which covenants shall have the same effect as if
included in this Resolution.
C. The Bonds shall be executed in the name of the City by the Mayor and the seal of
the City shall be imprinted, reproduced or lithographed on the Bonds and attested to by the City
Clerk. The signatures of the Mayor and the City Clerk on the Bonds may be by facsimile. If any
officer whose signature appears on the Bonds ceases to hold office before the delivery of the
Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any
Bond may bear the signature of, or may be signed by, such persons as at the actual time of
execution of such Bond shall be the proper officers to sign such Bond although at the date of such
Bond or the date of delivery thereof such persons may not have been such officers.
Only such of the Bonds as shall have endorsed thereon a certificate of authentication
substantially in the form hereinafter set forth in Section 5.K hereof, duly manually executed by the
Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Bond shall be
valid or obligatory for any purpose unless and until such certificate of authentication shall have
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been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any
such Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered
under this Resolution. The Bond Registrar's certificate of authentication on any Bond shall be
deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it
shall not be necessary that the same officer sign the certificate of authentication on all ofthe Bonds
that may be issued hereunder at anyone time.
D. Any Bond may be transferred upon the registration books maintained by the Bond
Registrar upon delivery thereof to the designated corporate trust office of the Bond Registrar
accompanied by a written instrument or instruments of transfer in form and with guaranty of
signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his
attorney-in-fact or legal representative, containing written instructions as to the details of the
transfer of such Bond, along with the social security number or federal employer identification
number of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the
earliest practical time in accordance with the terms hereof enter the transfer of ownership in the
registration books and shall deliver in the name of the new transferee or transferees a new fully
registered Bond or Bonds of the same maturity and of authorized denomination or denominations,
for the same aggregate principal amount and payable from the same source of funds. Bonds may
be exchanged at the office ofthe Bond Registrar for a like aggregate principal amount of Bonds, of
other authorized denominations of the same series and maturity. The City and the Bond Registrar
may charge the Bondholder for the registration of every transfer or exchange of a Bond an amount
sufficient to reimburse them for any tax, fee or any other governmental charge required (other than
by the City) to be paid with respect to the registration of such transfer or exchange, and may
require that such amounts be paid before any such new Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may deem and treat the registered
owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment ofthe
principal thereof and the interest and redemption premium, if any, thereon.
E. If any Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its
discretion (i) deliver a duplicate replacement Bond, or (ii) pay a Bond that has matured or is about
to mature. A mutilated Bond shall be surrendered to and canceled by the Bond Registrar. The
Bondholder must furnish the City and the Bond Registrar proof of ownership of any destroyed,
stolen or lost Bond; post satisfactory indemnity; comply with any reasonable conditions the City
and the Bond Registrar may prescribe; and pay the City's and the Bond Registrar's reasonable
expenses.
Any such duplicate Bond shall constitute an original contractual obligation on the part of
the City whether or not the destroyed, stolen or lost Bond be at any time found by anyone, and such
duplicate Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and
source of payment of and security for payment from, the funds pledged to the payment ofthe Bond
so mutilated, destroyed, or stolen or lost.
F. The Bonds shall be subject to redemption prior to their maturity at such times and
in such manner as may be set forth in the Mayor's Certificate, based upon the recommendations of
the Chief Financial Officer and the Financial Advisor. Notice of redemption shall be given by
deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) and
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not more than sixty (60) days before the redemption date to all registered owners ofthe Bonds or
portions of the Bonds to be redeemed at their addresses as they appear on the registration books to
be maintained in accordance with the provisions hereof. Failure to mail any such notice to a
registered owner of a Bond, or any defect therein, shall not affect the validity of the proceedings
for redemption of any Bond or portion thereof with respect to which no failure or defect occurred.
Such notice shall set forth the date fixed for redemption, the rate of interest borne by each
Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the
redemption price to be paid and, if less than all of the Bonds then outstanding shall be called for
redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds
to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal
amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of
redemption which relates to such Bond shall also state that on or after the redemption date, upon
surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed
portion of such Bond will be issued.
Any notice mailed as provided in this section shall be conclusively presumed to have been
duly given, whether or not the owner of such Bond receives such notice.
In addition to the mailing of the notice described above, each notice of redemption and
payment ofthe redemption price shall meet the requirements set forth in subparagraphs (i) and (ii)
below; provided, however, that, notwithstanding any other provision of this Resolution to the
contrary, failure 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 otherwise prescribed above in
this Section 5.F.
(i) Each notice of redemption shall be sent at least thirty-five (35) days before
the redemption date by registered or certified mail or overnight deliyery service or telecopy
to one or more registered securities depositories then in the business of holding substantial
amounts of obligations of types comprising the Bonds and to one or more national
information services that disseminate notices of redemption of obligations such as the
Bonds.
(ii) Upon the payment of the redemption price of Bonds being redeemed, each
check or other transfer of funds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such
check or other transfer.
The Bond Registrar shall not be required to transfer or exchange any Bond after the
publication and mailing of a notice of redemption nor during the period of fifteen (15) days next
preceding publication and mailing of a notice of redemption.
G. Notice having been given in the manner and under the conditions provided in the
first three paragraphs of Section 5.F above, the Bonds or portions of Bonds so called for
redemption shall, on the redemption date designated in such notice, become and be due and
payable at the redemption price provided for redemption for such Bonds or portions of Bonds on
such date. On the date so designated for redemption, moneys for payment of the redemption price
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being held in separate accounts by the Paying Agent or other Authorized Depository in trust for the
registered owners of the Bonds or portions thereof to be redeemed, all as provided in this
Resolution, interest on the Bonds or portions of Bonds so called for redemption shall cease to
accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security
under this Resolution and shall be deemed paid hereunder, and the registered owners of such
Bonds or portions of Bonds shall have no right in respect thereof except to receive payment ofthe
redemption price thereof and, to the extent provided in the next subsection, to receive Bonds for
any unredeemed portions ofthe Bonds.
H. In case part but not all of an outstanding fully registered Bond shall be selected for
redemption, the registered owners thereof shall present and surrender such Bond to the Paying
Agent for payment of the principal amount thereof so called for redemption, and the City shall
execute and deliver to or upon the order of such registered owner, without charge therefor, for the
unredeemed balance ofthe principal amount of the Bonds so surrendered, a Bond or Bonds fully
registered as to principal and interest.
I. Bonds or portions of Bonds that have been duly called for redemption under the
provisions hereof, or as to which irrevocable instructions to call for redemption haye been given by
the City, and with respect to which amounts (including Government Obligations) sufficient to pay
the principal of, redemption premium, if any, and interest to the date fixed for redemption shall be
delivered to and held in separate trust accounts by any Authorized Depository or the Paying Agent
in trust for the registered owners thereof, as provided in this Resolution, shall not be deemed to be
Outstanding under the provisions of this Resolution and shall cease to be entitled to any lien,
benefit or security under this Resolution, except to receive the payment ofthe redemption price on
or after the designated date of redemption from moneys deposited with or held by the Authorized
Depository or Paying Agent, as the case may be, for such redemption of the Bonds and, to the
extent provided in the preceding subsection, to receive Bonds for any unredeemed portion of the
Bonds.
J. If the date for payment of the principal of, redemption premium, if any, or interest
on the Bonds shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in
the city where the corporate trust office of the Paying Agent is located are authorized by law or
executive order to close, then the date for such payment shall be the next succeeding day which is
not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to
close, and payment on such day shall have the same force and effect as ifmade on the nominal date
of payment.
K. The text of the Bonds, the authentication certificate to be endorsed thereon and the
form of assignment for such Bonds shall be substantially in the following form, with such
omissions, insertions and variations as may be necessary or desirable and authorized by this
Resolution or as may be approved and made by the officers of the City executing the same, such
execution to be conclusive evidence of such approval, including, without limitation, such changes
as may be required for the issuance of un certificated public obligations:
11
MiamiIl1790.2
[Form of Bond]
No.R-
$
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH, FLORIDA
GENERAL OBLIGATION BOND, SERIES 2003
Maturity Date
Interest Rate
Original Dated
Date
Cusip No.
%
Registered Owner:
Principal Amount:
Dollars
The City of Miami Beach, Florida (hereinafter called the "City"), for yalue received,
hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources provided therefor, as described herein, on the
Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified
above, upon presentation and surrender hereof at the designated corporate trust office ofWachovia
Bank, National Association, in Miami, Florida, as the Paying Agent for the Bonds, or any
successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to,
and to pay, to the extent and from the sources herein described, interest on the principal sum from
the date hereof, or from the most recent interest payment date to which interest has been paid, at
the Interest Rate per annum identified above, until payment of the Principal Amount, or until
provision for the payment thereof has been duly provided for, such interest being payable
semiannually on the first day of and the first day of of each year,
commencing on , 200_. Interest will be paid by check or draft mailed to the Registered
Owner hereof at his address as it appears on the registration books of the City maintained by
Wachovia Bank, National Association, as the Bond Registrar for the Bonds, at the close of
business on the fifteenth (15th) day (whether or not a business day) of the month next preceding
the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such
Bond subsequent to each Record Date and prior to such interest payment date, unless the City shall
be in default in payment of interest due on such interest payment date. In the event of any such
default, such defaulted interest shall be payable to the person in whose name such Bond is
registered at the close of business on a speci:d record date for the payment of such defaulted
interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond
Registrar to the Registered Owners of Bonds not less than fifteen (15) days preceding such special
record date. Such notice shall be mailed to the l'ersons in whose names the Bonds are registered at
the close of business on the fifth (5th) day (whether or not a business day) preceding the date of
mailing.
12
Miami/11790.2
This Bond is one of an authorized issue of bonds in the aggregate principal amount of
$ (the "Bonds") of like date, tenor and effect, except as to number, maturity and
interest rate, issued to pay the costs of a portion of the Project (as defined in the Resolution) and
costs of issuance of the Bonds, pursuant to the authority of and in full compliance with the
Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the
Constitution, Chapter 166, Florida Statutes, the City of Miami Beach Charter and Resolution No.
2003-_ adopted by the City on ,2003 (the "Resolution"), and other applicable
provisions of law. This Bond is subject to all the terms and conditions of the Resolution, and
capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in
the Resolution.
The full faith, credit and taxing power of the City are pledged to the punctual payment of
the principal of and interest on the Bonds, as the same shall become due and payable. Reference is
made to the Resolution for the provisions, among others, relating to the terms and security for the
Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the
holders of the Bonds, and the extent of and limitations on the City's rights, duties and obligations,
to all of which provisions the registered owner hereof assents by acceptance hereof.
The Bonds maturing 1,20_ are subject to mandatory redemption prior to
maturity, in part and selected by lot, at a redemption price of 100% ofthe principal amount thereof,
on 1, 20_ and on each of the following 1 in the following principal
amounts:
Date
Principal Amount
$
*
* Maturity.
The Bonds maturing 1 of the years 20_ to 20_ shall be further subject to
redemption prior to their maturity, at the option ofthe City on or after 1,20_, as a
whole or in part at any time, and if in part as selected by the City among maturities and by lot
within a maturity, at the redemption prices (expressed as percentages of principal amount) set forth
in the following table, plus accrued interest from the most recent interest payment date to the
redemption date:
Redemption Periods
(Dates Inclusive)
Redemption Prices
%
Notice of call for redemption is to be given by mailing a copy of the redemption notice by
U.S. mail at least thirty (30) but not more than sixty (60) days prior to the date fixed for redemption
13
Miami/I 1790.2
to the registered owner of each Bond to be redeemed at the address shown on the registration
books maintained by the Bond Registrar, or any successor Bond Registrar appointed by the City
pursuant to the Resolution. Failure to give such notice by mailing to any Bondholder, or any
defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or
portion thereofwith respect to which no such failure or defect has occurred. All such Bonds called
for redemption and for the retirement of which funds are duly provided will cease to bear interest
on such redemption date.
This Bond may be transferred upon the registration books ofthe City upon delivery thereof
to the designated corporate trust office of the Bond Registrar accompanied by a written instrument
or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar,
duly executed by the registered owner of this Bond or by his attorney-in-fact or legal
representative, containing written instructions as to the details of transfer of this Bond, along with
the social security number or federal employer identification number of such transferee. In all
cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance
with the provisions of the Resolution enter the transfer of ownership in the registration books and
shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds
of the same maturity and of authorized denomination or denominations, for the same aggregate
principal amount and payable from the same source of funds. Bonds may be exchanged at the
office of the Bond Registrar for a like aggregate principal amount of Bonds, of authorized
denominations of the same series and maturity. The City and the Bond Registrar may charge the
owner of such Bond for the registration of every transfer or exchange of a Bond an amount
sufficient to reimburse them for any tax, fee or any other governmental charge required (other than
by the City) to be paid with respect to the registration of such transfer or exchange, and may
require that such amounts be paid before any such new Bond shall be delivered.
If the date for payment of the principal of, redemption premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent is located are authorized by law or executive
order to close, then the date for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close,
and payment on such day shall have the same force and effect as if made on the nominal date of
payment.
It is hereby certified and recited that this Bond is authorized by and is issued in conformity
with the requirements of the Constitution and statutes of the State of Florida; that all acts,
conditions and things required to exist, to happen, and to be performed precedent to the issuance of
this Bond exist, have happened and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of
the Bonds of this issue does not violate any constitutional or statutory limitation or provision; that
due provision has been made for the levy and collection of an annual tax, without limitation as to
rate or amount, upon all taxable property within the corporate limits of the City (excluding
exemptions as provided by applicable law), in addition to all other taxes, sufficient to pay the
principal of and interest on the Bonds as the same shall become due and payable, which tax shall
be assessed, levied and collected at the same time and in the same manner as other taxes are
assessed, levied and collected within the corporate limits of the City; and that the full faith, credit
14
Miami111790.2
and taxing power ofthe City are pledged to the punctual payment of the principal of and interest on
the Bonds, as the same shall become due and payable.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication endorsed hereon
shall have been manually signed by the Bond Registrar.
This Bond is and has all the qualities and incidents of, an investment security under the
Uniform Commercial Code-Investment Securities Law of the State of Florida.
IN WITNESS WHEREOF, the City of Miami Beach, Florida, has issued this Bond and has
caused the same to be signed by its Mayor and attested by its City Clerk, either manually or with
their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced
hereon.
CITY OF MIAMI BEACH, FLORIDA
(SEAL)
By:
Mayor
ATTESTED:
By:
City Clerk
15
Miami/11790.2
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and executed under the proyisions of the
within mentioned Resolution.
W ACHOVIA BANK, NATIONAL
ASSOCIATION, as Bond Registrar
By:
Authorized Signatory
Date of Authentication:
16
Miami1l1790.2
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and
transfers unto (the
"Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to register the transfer of the within Bond on the
books kept for registration and registration of transfer thereof, with full power of substitution in the
premises.
Date:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a member firm of any other
recognized national securities exchange or a
commercial bank or a trust company.
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of the
Transferee, unless the signature(s) to this
assignment correspond(s) with the name as it
appears upon the face of the within Bond in
every particular, without alteration or
enlargement or any change whatever and the
Social Security or Federal Employer
Identification Number of the Transferee is
supplied.
[End of Form of Bond]
MiamiIl1790.2
17
SECTION 6. APPLICATION OF BOND PROCEEDS. The proceeds, including
accrued interest and premium, if any, received from the sale of the Bonds shall be applied by the
City, simultaneously with delivery of the Bonds, as follows:
A. Accrued interest, if any, shall be deposited in a separate account designated "City
of Miami Beach 2003 General Obligation BO:1d Principal and Interest Account" (the "Principal
and Interest Account"), which is hereby established with the Paying Agent, who shall apply such
moneys to pay interest on the Bonds as the same becomes due.
B. A portion of the proceeds of the Bonds consisting of the Fire Safety General
Obligation Bonds as set forth in a certificate of the Chief Financial Officer delivered concurrently
with the delivery of the Bonds (the "Proceeds Certificate") shall be deposited in a separate account
designated "City of Miami Beach 2003 Fire Safety General Obligation Bond Construction
Account", which is hereby established with the City to be held in an Authorized Depository, and
shall be disbursed to pay the costs of Fire Safety Projects, including reimbursement to the City of
funds advanced for such costs which may be reimbursed pursuant to the Code under the Intent
Resolution. Any balance remaining after payment or provision for payment of such costs of Fire
Safety Projects shall be transferred to the Paying Agent for deposit in the Principal and Interest
Account and used solely to pay principal of and interest on the Bonds.
C. A portion ofthe proceeds ofthe Bonds consisting ofthe Parks and Beaches General
Obligation Bonds as set forth in the Proceeds Certificate shall be deposited in a separate account
designated "City of Miami Beach 2003 Parks and Beaches General Obligation Bond Construction
Account", which is hereby established with the City to be held in an Authorized Depository, and
shall be disbursed to pay the costs of Parks and Beaches Projects, including reimbursement to the
City of funds advanced for such costs which may be reimbursed pursuant to the Code under the
Intent Resolution. Any balance remaining after payment or provision for payment of such costs of
Parks and Beaches Projects shall be transferred to the Paying Agent for deposit in the Principal and
Interest Account and used solely to pay principal of an interest on the Bonds.
D. A portion of the proceeds of the Bonds consisting of the Neighborhood General
Obligation Bonds as set forth in the Proceeds Certificate shall be deposited in a separate account
designated "City of Miami Beach 2003 Neighborhood General Obligation Bond Construction
Account", which is hereby established with the City to be held in an Authorized Depository, and
shall be disbursed to pay the costs of Neighborhood Projects, including reimbursement to the City
of funds advanced for such costs which may be reimbursed pursuant to the Code under the Intent
Resolution. Any balance remaining after payment or provision for payment of such costs of
Neighborhood Projects shall be transferred to the Paying Agent for deposit in the Principal and
Interest Account and used solely to pay principal of an interest on the Bonds.
E. The remainder of the proceeds as set forth in the Proceeds Certificate shall be
deposited in a separate account designated "City of Miami Beach 2003 General Obligation Bond
Cost ofIssuance Account", which is hereby established with the City to be held in an Authorized
Depository, and shall be disbursed for payment of expenses incurred in issuing the Bonds;
provided, however, that any premium for a Bond Insurance Policy may be paid directly to the
issuer thereof by the Original Purchasers from the proceeds of the Bonds. Any balance remaining
after payment or provision for payment of such expenses has been made shall be transferred to the
18
Miami/11790.2
Paying Agent for deposit in the Principal and Interest Account and used solely to pay principal of
and interest on the Bonds.
SECTION 7. INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS. All
proceeds of the Bonds and other moneys held under the provisions of this Resolution may be
invested by the City and, with respect to the Principal and Interest Account, shall be invested by
the Paying Agent at the direction of the Chief Financial Officer, in such investments as are
permitted by applicable law.
SECTION 8. LEVY OF AD VALOREM TAX; PAYMENT AND PLEDGE. In each
Fiscal Year while any of the Bonds are Outstanding there shall be assessed, levied and collected a
tax, without limitation as to rate or amount, on all taxable property within the corporate limits of
the City (excluding exemptions as provided by applicable law), in addition to all other taxes,
sufficient in amount to pay the principal of and interest on the Bonds as the same shall become due.
The tax assessed, levied and collected for the security and payment of the Bonds shall be
assessed, levied and collected in the same manner and at the same time as other taxes are assessed,
levied and collected and the proceeds of said tax shall be applied solely to the payment of the
principal of and interest on the Bonds. On or before each interest or principal payment date for the
Bonds, the City shall transfer to the Paying Agent for deposit in the Principal and Interest Account
an amount sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds
then due and payable and the Paying Agent is hereby authorized and directed to apply such funds
to said payment.
The full faith, credit and taxing power of the City are hereby irrevocably pledged to the
punctual payment of the principal of, interest on and redemption premium, if any, with respect to
the Bonds as the same shall become due and payable.
The City will diligently enforce its right to receive tax revenues and will diligently enforce
and collect such taxes. The City will not take any action that will impair or adversely affect its
rights to levy, collect and receive said taxes, or impair or adversely affect in any manner the pledge
made herein or the rights of the Bondholders.
SECTION 9. COMPLIANCE WITH TAX REQUIREMENTS. The City hereby
covenants and agrees, for the benefit of the holders from time to time of the Bonds, to comply with
the requirements applicable to it contained in the Code to the extent necessary to preserve the
exclusion of interest on the Bonds from gross income for federal income tax purposes.
Specifically, without intending to limit in any way the generality of the foregoing, the City
covenants and agrees:
A. to pay to the United States of America from any legally available funds, at the times
required pursuant to Section 148(f) ofthe Code, the excess ofthe amount earned on all nonpurpose
investments (as defined in Section 148(f)(6) ofthe Code) over the amount which would have been
earned if such non-purpose investments were invested at a rate equal to the yield on the Bonds,
plus any income attributable to such excess (the "Rebate Amount");
19
Miami111790.2
B. to maintain and retain all records pertaining to and to be responsible for making or
causing to be made all determinations and calculations of the Rebate Amount and required
payments of the Rebate Amount as shall be necessary to comply with the Code;
C. to refrain from using proceeds from the Bonds in a manner that would cause the
Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code;
and
D. to refrain from taking any action that would cause the Bonds, or any of them, to
become arbitrage bonds under Section 148 of the Code.
The City understands that the foregoing covenants impose continuing obligations on the
City to comply with the requirements of the Code so long as such requirements are applicable.
SECTION 10. APPOINTMENT OF BOND REGISTRAR AND PAYING AGENT.
A. Wachovia Bank, National Association, is hereby appointed the Bond Registrar and
Paying Agent for the Bonds. The Chief Financial Officer, after consultation with the City
Attorney, is hereby authorized to enter into any necessary agreements in connection with the
appointment of the Bond Registrar and Paying Agent.
B. The recitals of facts contained herein and in the Bonds shall be taken as the
statements of the City and neither the Bond Registrar nor the Paying Agent assumes any
responsibility for the correctness of the same. Neither the Bond Registrar nor the Paying Agent
makes any representation as to the validity or sufficiency of this Resolution or of any Bonds issued
thereunder or as to the security afforded by this Resolution, and neither shall incur any liability in
respect thereof. The Bond Registrar shall, however, be responsible for its representation contained
in its certificate of authentication of the Bonds. The Paying Agent shall be entitled to rely upon the
directions of the Chief Financial Officer in the investment of proceeds of the Bonds and other
moneys under this Resolution and neither the Bond Registrar nor the Paying Agent shall be
responsible with respect to the application of money paid by it in accordance with the provisions of
this Resolution. Neither the Bond Registrar nor the Paying Agent shall be under any obligation or
duty to take any action constituting enforcement of the covenants ofthe City under this Resolution,
which would involve it in expense or liability, or to institute or defend any suit in respect thereof,
or to advance any of its own moneys, unless properly indemnified. Neither the Bond Registrar nor
the Paying Agent shall be liable in connection with the performance of its duties hereunder except
for its own negligence, misconduct or default.
C. The City shall agree to pay the Bond Registrar and the Paying Agent reasonable
compensation for all services rendered by each of them under this Resolution, and also all
reasonable expenses, charges, counsel fees and other disbursements, including those of its
attorneys, agents and employees, incurred in and about the performance oftheir powers and duties
under this Resolution.
SECTION 11. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT.
The use of a Preliminary Official Statement in connection with the marketing of the Bonds is
hereby authorized. The Preliminary Official Statement in substantially the form presented at the
20
Miami/1l790.2
meeting at which this Resolution was considered is hereby approved with such changes, insertions
and omissions and such filling-in of blanks therein as may be approved by the Mayor, after
consultation with the Chief Financial Officer and the City Attorney. The Mayor and the City
Manager are hereby authorized to approve and execute, on behalf of the City, an Official
Statement relating to the Bonds substantially in the form of the Preliminary Official Statement,
with such changes from the Preliminary Official Statement, as the Mayor and the City Manager,
after consultation with the Chief Financial Officer and the City Attorney, may approve, such
execution to be conclusive evidence of such approval. The Mayor, after consultation with the
Chief Financial Officer and the City Attorney, is hereby authorized to deem the Preliminary
Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange
Commission (the "Rule").
SECTION 12. CONTINUING DISCLOSURE. For the benefit of the holders and
beneficial owners from time to time of the Bonds, the City agrees, in accordance with and as the
only obligated person with respect to the Bonds under the Rule, to provide or cause to be provided
such financial information and operating data, financial statements and notices, in such manner, as
may be required for purposes of paragraph (b)( 5) of the Rule. In order to describe and specify
certain terms ofthe City's continuing disclosure agreement, including provisions for enforcement,
amendment and termination, the Chief Financial Officer is hereby authorized and directed to sign
and deliver, in the name and on behalf of the City, a Continuing Disclosure Commitment (the
"Continuing Disclosure Commitment"), in substantially the form presented at the meeting at
which this Resolution was considered, with such changes, insertions and omissions and such
filling-in ofbl~s therein as may be approved by the Chief Financial Officer, after consultation
with the City Attorney. The execution of the Continuing Disclosure Commitment, for and on
behalf of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the
City's approval of the Continuing Disclosure Commitment. The agreement formed, collectiyely,
by this paragraph and the Continuing Disclosure Commitment, shall be the City's continuing
disclosure agreement for purposes of the Rule, and its performance shall be subject to the
availability of funds to meet costs the City would be required to incur to perform it.
Notwithstanding any other provisions of this Resolution, any failure by the City to comply with
any provisions ofthe Continuing Disclosure Commitment or this Section 12 shall not constitute a
default under this Resolution and the remedies therefor shall be solely as provided in the
Continuing Disclosure Commitment.
The Chief Financial Officer is further :mthorized to establish, or cause to be established,
procedures in order to ensure compliance by the City with the Continuing Disclosure Commitment,
including the timely provision of information and notices. Prior to making any filing in
accordance with such agreement, the Chief Financial Officer may consult with, as appropriate, the
City Attorney or the City's bond counsel. The Chief Financial Officer, acting in the name and on
behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney or
the City's bond counsel in determining whether a filing should be made.
SECTION 13. CONCERNING THE BOND INSURANCE POLICY. The Mayor may,
after consultation with the Chief Financial Officer and the City Attorney, provide in the Mayor's
Certificate or by separate agreement covenants for the benefit of the provider of a Bond Insurance
Policy, which covenants shall have the same effect as if included in this Resolution. The provider
of any Bond Insurance Policy shall, so long as it has not defaulted in its obligations thereunder, be
21
Miami/11790.2
entitled to exercise all rights granted the Bondholders (i) in the event of a default by the City
hereunder or (ii) subject to the provisions of Sect ion 15 hereof, in connection with the modification
or amendment of this Resolution, in lieu ofthe Bondholders whose Bonds are insured by the Bond
Insurance Policy.
SECTION 14. FURTHER AUTHORIZATIONS. The Mayor, the City Manager, the
Chief Financial Officer, the City Attorney and the City Clerk, or any of them and such other
officers and employees of the City as may be designated by the Mayor or the City Manager are
each designated as agents of the City in connection with the issuance and delivery of the Bonds
and are authorized and empowered, collectively or individually, to take all actions and steps and to
execute all instruments, documents and contracts on behalf of the City, including, but not limited
to, the procurement of the Bond Insurance Policy, that are necessary or desirable in connection
with the execution and delivery of the Bonds, and which are specifically authorized or are not
inconsistent with the terms and provisions of this Resolution or any action relating to the Bonds
heretofore taken by the City. Such officers and those so designated are hereby charged with the
responsibility for the issuance of the Bonds.
SECTION 15. MODIFICATION OR AMENDMENT. After the issuance of the Bonds,
no modification or amendment of this Resolution or of any resolution amendatory hereof or
supplemental hereto materially adverse to the Bondholders may be made without the consent in
writing of the registered owners of not less than a majority in aggregate principal amount of the
Outstanding Bonds, but no modification or amendment shall permit a change (a) in the maturity of
the Bonds or a reduction in the rate of interest thereon, (b) in the amount ofthe principal obligation
of any Bond, (c) that would affect the unconditional promise ofthe City to levy and collect taxes as
herein provided, or (d) that would reduce such percentage of registered owners of the Bonds
required above for such modifications or amendments, without the consent of all of the
Bondholders. For the purpose of Bondholders' voting rights or consents, (i) the Bonds owned by
or held for the account of the City, directly or indirectly, shall not be counted and (ii) the provider
of any Bond Insurance Policy shall, so long as it has not defaulted in its obligations thereunder, be
deemed the owner of all the Bonds insured by such Bond Insurance Policy in lieu of the
Bondholders, except that with respect to modifications or amendments described in clauses (a)
through (d) above, the consent of all the Bondholders shall still be required.
SECTION 16. DEFEASANCE AND RELEASE. If, at any time after the date of
issuance ofthe Bonds (a) all Bonds secured hereby or any maturity thereof shall have become due
and payable in accordance with their terms or otherwise as provided in this Resolution, or shall
have been duly called for redemption, or the City shall have given irrevocable instructions
directing the payment of the principal of, redemption premium, if any, and interest on such Bonds
at maturity or at any earlier redemption date scheduled by the City, or any combination thereof, (b)
the full amount of the principal, redemption premium, if any, and the interest so due and payable
upon all of such Bonds then Outstanding or any portion of such Bonds, at maturity or upon
redemption, shall be paid, or sufficient moneys or Government Obligations maturing not later than
the maturity or redemption dates of such principal, redemption premium, if any, and interest,
which, together with the income realized on such investments, shall be sufficient to pay all such
principal, redemption premium, if any, and inierest on said Bonds at the maturity thereof or the
date upon which such Bonds are to be called for redemption prior to maturity, shall be held by an
Authorized Depository or the Paying Agent in irrevocable trust for the benefit of such
22
Miami/l 1790.2
Bondholders (whether or not in any accounts created hereby), and (c) provision shall also be made
for paying all other sums payable hereunder by the City, including compensation due the Bond
Registrar and the Paying Agent, then and in that case the right, title and interest of such
Bondholders hereunder shall thereupon cease, determine and become void; otherwise, this
Resolution shall be, continue and remain in full force and effect. Notwithstanding anything in this
Section 16 to the contrary, however, the obligations ofthe City under Section 9 hereof shall remain
in full force and effect until such time as such obligations are fully satisfied.
SECTION 17. SEVERABILITY. If anyone or more of the covenants, agreements or
provisions ofthis Resolution shall be held contrary to any express provisions oflaw or contrary to
the policy of express law, though not expressly prohibited, or against public policy, or shall for any
reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and
void and shall be deemed separate from the remaining covenants, agreements or provisions of this
Resolution or of the Bonds issued hereunder.
SECTION 18. NO THIRD PARTY BENEFICIARIES. Except as herein otherwise
expressly provided, nothing in this Resolution expressed or implied is intended or shall be
construed to confer upon any person, firm or corporation other than the City, the registered owners
ofthe Bonds, the provider of any Bond Insurance Policy, the Bond Registrar and the Paying Agent,
any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any
provision hereof, this Resolution and all its provisions being intended to be and being for the sole
and exclusive benefit of the City, the registered owners from time to time of the Bonds, the
provider of any Bond Insurance Policy, the Bond Registrar and the Paying Agent.
SECTION 19. CONTROLLING LAW; MEMBERS OF COMMISSION OR CITY
NOT LIABLE. This Resolution shall be governed by and construed in accordance with the laws
of the State of Florida and all covenants, stipulations, obligations and agreements of the City
contained herein shall be deemed to be covenants, stipulations, obligations and agreements of the
City to the full extent authorized by the Act. No covenant, stipulation, obligation or agreement
contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any
present or future member, agent, independent contractor or employee of the Commission or the
City in his individual capacity, and neither the members of the Commission nor any official
executing the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject to
any personal liability or accountability by reason of the issuance or the execution by the
Commission or such members thereof.
SECTION 20. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY.
Notwithstanding any other provision hereof, the City, the Bond Registrar and the Paying Agent are
hereby authorized to take such actions as may be necessary to qualify the Bonds for deposit with
DTC, including but not limited to those actions as may be set forth in a letter agreement entered
into by and between the City and DTC, wire transfers of interest and principal payments with
respect to the Bonds, utilization of electronic book entry data received from DTC in place of actual
delivery of Bonds and provisions of notices with respect to Bonds registered by DTC (or any of its
designees identified to the City, the Bond Registrar or the Paying Agent) by overnight delivery,
courier service, telegram, telecopy or other similar means of communication. The Mayor, City
Manager and the Chief Financial Officer is each hereby authorized to execute and deliver any
necessary agreement or other documents with DTC on behalf of the City.
23
Mi.mi/11790.2
SECTION 21. EFFECTIVE DATE. This Resolution shall be effectiye immediately
upon its adoption.
PASSED AND ADOPTED this 11 th day of June
,2003.
(SEAL)
~w-~
\j I - Mayor '
ATTEST:
~dfcu~
City Clerk
Resolution No. 2003-25240
APPROVED AS TO
FORM & LANGUAGE
& FOR EXECUTION
1f~/;zr
24
MiamiI11790.2
CITY OF MIAMI BEACH
COMMISSION ITEM SUMMARY
m
Condensed Title:
A Resolution authorizing the issuance of not to exceed $62,465,000 in aggregate principal amount of City of
Miami Beach, Florida General Obligation Bonds, Series 2003, to pay costs of a portion of a project described
herein and costs of issuance; providing that such General Obligation Bonds shall constitute general
obligations of the city and that the full faith, credit and taxing power of the City shall be irrevocably pledged
for the payment of the principal of and the interest on such General Obligation Bonds; making certain
covenants and agreements in connection therewith; providing certain covenants and agreements in
connection therewith; proving certain details of the bonds; delegating certain matters in connection with the
issuance of the bonds to the Mavor; authorizino the neootiated sale of the bonds.
Issue:
Should the issuance of the $62,465,000 Second Series of the 1999 voter approved General Obligation
Bonds be a roved?
Item Summary/Recommendation:
On November 2, 1999, the electorate of the City of Miami Beach approved the issuance of $92,465,000 of
general obligation bonds, consisting of (i) $9,720,000 for the acquisition of fire trucks, and renovation,
expansion and improvements to fire stations and related facilities, (ii) $57,915,000 for improvements to
neighborhood infrastructure, and (iii) $24,830,000 for improvements to parks and beaches. On January 12,
2000, the Mayor and City Commission approved a Resolution which declared their official intent to issue
General Obligation Bonds in an aggregate amount of $92,465,000, in one or more series. On July 3,2000,
the City issued $30,000,000 in aggregate principal amount of the General Obligation Bonds.
It is recommended that the Mayor and City Commission approve the issuance of the remaining
$62,465,000 of the bonds through a negotiated sale. It is further recommended that the Commission
delegate, as provided in the attached Resolution, the determination of various terms of the Bonds, the final
award of the Bonds, and all other actions, necessary or desirable, in connection with the issuance of the
Bonds.
The Administration recommends the adoption of the Resolution.
of June 4, 2003.
Financial Information:
Source of
Funds:
1
Amount
$62,465,000
Account
2003 Issuance of the Referendum
approved G.O. Bonds, to be repaid
through ad valorem tax for G.O.
Bond debt service.
Approved
Total $62,465,000
Cit Clerk's Office Le islative Trackin
Patricia D. Walker
T:\AGENDA\2003\J UN 11 03\REGULAR\GOIISUM
JMG
AGENDA ITEM
DATE
p'70
G-/{-o3
CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH, FLORIDA 33139
www.miamibeachfl.gov
To:
From:
Subject:
COMMISSION MEMORANDUM
Date: June 11,2003
Mayor David Dermer and
Members of the City Commission
Jorge M. Gonzalez ~vV'- ~
City Manager 0 U
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $62,465,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH, FLORIDA GENERAL OBLIGATION BONDS, SERIES 2003,
TO PAY COSTS OF A PORTION OF A PROJECT DESCRIBED HEREIN
AND COSTS OF ISSUANCE; PROVIDING THAT SUCH GENERAL
OBLIGATION BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS
OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING
POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE
PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH
GENERAL OBLIGATION BONDS; MAKING CERTAIN COVENANTS AND
AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN
DETAILS OF THE BONDS; DELEGATING CERTAIN MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE MAYOR;
AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE
ORIGINAL PURCHASERS; APPOINTING A PAYING AGENT AND A
BOND REGISTRAR; APPROVING THE FORM AND EXECUTION OF A
BOND PURCHASE AGREEMENT; PROVIDING FOR A PRELIMINARY
OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF AN
OFFICIAL STATEMENT; AUTHORIZING OBTAINING A BOND
INSURANCE POLICY AND ANY NECESSARY COVENANTS WITH
RESPECT THERETO; COVENANTING TO PROVIDE CONTINUING
DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE
WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND
AUTHORIZING THE EXECUTION OF A COMMITMENT WITH RESPECT
THERETO; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM
FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND
EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN
CONNECTION WITH THE ISSUANCE OF SAID BONDS; AND PROVIDING
AN EFFECTIVE DATE.
ADMINISTRATION RECOMMENDATION:
Adopt the Resolution.
ANALYSIS:
On November 2, 1999, the electorate of the City of Miami Beach approved the issuance of
$92,465,000 of general obligation bonds, consisting of (i) $9,720,000 for acquisition offire
trucks, and renovation, expansion and improvements to fire stations and related facilities,
(ii) $57,915,000 for improvements to neighborhood infrastructure, and (iii) $24,830,000 for
improvements to parks and beaches.
On January 12, 2000, the Mayor and City Commission approved a Resolution which
declared their official intent to issue General Obligation Bonds (the "Bonds") in an
aggregate principal amount of $92,465,000, in one or more series, and that a portion ofthe
proceeds of which will, to the extent permissible, be used to reimburse the City for funds
advanced by it for expenses incurred and to be incurred with respect to the Project.
On April 12, 2000 the Finance and Citywide Projects Committee approved the
Administration's recommendation to issue the first $30,000,000 of the Bonds by borrowing
funds from the Gulf Breeze, Florida, Local Government Loan Pool Program ("Gulf Breeze
Loan Pool") and directed the Finance Director to pursue this loan.
On June 23, 2000, the Mayor and City Commission approved a Resolution authorizing the
issuance ofthe first $30,000,000 ofthe General Obligation Bonds through the Gulf Breeze
Loan Pool.
On July 3,2000, the City issued $30,000,000 in aggregate principal amount ofthe General
Obligation Bonds, consisting of (i) $9,030,000 in principal amount of the Fire Safety
General Obligation Bonds issued to pay the costs of a portion of the Fire Safety Projects,
(ii) $9,230,000 in principal amount of the Parks and Beaches General Obligation Bonds
issued to pay the costs of a portion of the Parks and Beaches Projects, and (iii)
$11,740,000 in principal amount of the Neighborhood General Obligation Bonds issued to
pay the costs of a portion of the Neighborhood Projects.
It is recommended that the Mayor and City Commission approve the issuance of the
remaining $62,465,000, of the Bonds through a negotiated sale with Raymond James &
Associates, Inc., as Managing Underwriter, Citigroup Global Markets Inc., RBC Dain
Rauscher and Ramirez & Co., Inc. as Co-Managers. It is further recommended that the
Commission delegate, as provided in the attached Resolution, the determination of various
terms of the Bonds, the final award of the Bonds, including execution of a Bond Purchase
Agreement, whether to obtain bond insurance with respect to the Bonds and all other
actions necessary or desirable in connection with the issuance of the Bonds, subject to the
limitations contained within the Resolution. It is expected that the Bonds will be closed by
the end of July 2003.
Specifically, the loans will fund projects and costs as follows: $690,000 for acquisition of
fire trucks, and renovations, expansion and improvements to fire stations and related
facilities; $15,600,000 for improvements to recreational and maintenance facilities for parks
and beaches and $46,175,000 for improvements to neighborhood infrastructure and
related maintenance facilities. The Bond Purchase Agreement and the Continuing
Disclosure Commitment are included with the attached Resolution.
The Loans will be repaid through the assessment, levy and collection of ad valorem tax on
all taxable property within the City and the full faith, credit and taxing power of the City will
be pledged to the payment of the principal and interest of the Bonds. Issuance costs and
expenses will be paid from Bond proceeds.
JMG:PDw:r7
~
$62,465,000 City of Miami Beach, Florida
General Obligation Bonds, Series 2003
,
CERTIFICA TE OF CO-UNDERWRITER
The undersigned, a duly authorized representative of RBC Dain Rauscher Inc.,
does hereby certify to the City of Miami Beach, Florida (the "City") that:
No person has entered into an understanding with RBC Dain Rauscher Inc., or to
the knowledge of RBC Dain Rauscher Inc., with the City, for any paid or promised
compensation or valuable consideration, directly or indirectly, expressly or implied, to act
solely as an intermediary between the City and RBC Dain Rauscher Inc. for the purpose
of influencing any transaction in the purchase of the $62,465,000 City of Miami Beach,
Florida General Obligation Bonds, Series 2003 Bonds.
IN WITNESS WHEREOF, the undersigned has hereunto set their hands for and
on behalf of RBC Dain Rauscher Inc. as of this q1l:l. day of,1 \.\.\~ ,2003.
RBC DAIN RAUSCHER INC.
Je~ ~~
Nate Eckloff .. V
Managing Director