RESOLUTION 92-20582 •
RESOLUTION NO. 92-20582
A RESOLUTION OF THE CITY OF MIAMI BEACH,
FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO
EXCEED $65,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF GENERAL OBLIGATION REFUNDING
BONDS, SERIES 1992, OF THE CITY FOR THE
PURPOSE OF REFUNDING ALL OR A PORTION OF THE
CITY' S GENERAL OBLIGATION REFUNDING BONDS,
SERIES 1986, DATED AUGUST 1, 1986 AND THE
CITY'S GENERAL OBLIGATION REFUNDING BONDS,
SERIES 1987A DATED MARC?, 1, 1987 ; PROVIDING
THAT SUCH GENERAL OBLIGATION REFUNDING BONDS
SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE
CITY AND THAT THE FULL FAITH, CREDIT AND
TAXING POWER OF TEE CITY SHALL BE IRREVO-
CABLY PLEDGED FOR THE PAYMENT OF THE PRIN-
CIPAL OF AND THE INTEREST ON SUCH GENERAL
OBLIGATION REFUNDING BONDS; MAKING CERTAIN
COVENANTS AND AGREEMENTS IN CONNECTION
THEREWITH; PROVIDING CERTAIN DETAILS OF THE
BONDS; DELEGATING CERTAIN MATTERS IN CONNEC-
TION WITH THE ISSUANCE OF THE BONDS TO THE
MAYOR; AUTHORIZING THE NEGOTIATED SALE OF
THE BONDS; APPOINTING A PAYING AGENT, A BOND
REGISTRAR AND AN ESCROW AGENT; APPROVING THE
FORM AND EXECUTION OF A BOND PURCHASE AGREE-
MENT AND AN ESCROW DEPOSIT AGREEMENT;
APPROVING THE EXECUTION OF A DTC AGREEMENT;
PROVIDING FOR A PRELIMINARY OFFICIAL STATE-
MENT AND AUTHORIZING THE EXECUTION OF AN
OFFICIAL STATEMENT; AUTHORIZING OBTAINING A
BOND INSURANCE POLICY AND ANY NECESSARY
COVENANTS WITH RESPECT THERETO; AUTHORIZING
CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY
TO TAKE ALL ACTIONS REQUIRED IN CONNECTION
WITH THE ISSUANCE OF SAID BONDS; AND PROVID-
ING AN EFFECTIVE DATE.
WHEREAS, the City of Miami Beach, Florida (the "City") has
heretofore issued its General Obligation Refunding Bonds, Series
1986 (the "1986 Bonds") originally issued in the aggregate
principal amount of $25, 115, 000 and currently outstanding in the
amount of $20, 705, 000, and its General Obligation Refunding Bonds,
Series 1987A (the "1987A Bonds") originally issued in the aggregate
principal amount of $37 , 395, 000 and currently outstanding in the
amount of $28, 935, 000 ; and
WHEREAS, the City desires to advance refund all or a portion
of the 1986 Bonds and the 1987A Bonds (such bonds to be so
refunded, the "Refunded Bonds") by issuing its General Obligation
Refunding Bonds, Series 1992 , in an aggregate principal amount not
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tion, the City shall select another securities depository
or discontinue such book-entry-only system. If the City
does not replace DTC, the Bond Registrar will register
and deliver to the Beneficial Owners replacement Bonds
in the form of fully registered Bonds in authorized
denominations hereunder, in accordance with instructions
from Cede & Co.
C. The Bonds shall be issued as fully registered bonds in
the denomination of $5, 000 each or any integral multiple thereof.
Prior to the issuance of the Bonds the Mayor shall execute the
Mayor' s Certificate, upon the recommendations of the Financial
Advisor, setting forth certain terms of the Bonds including, but
not limited to: the dated date of the Bonds, interest payment
dates, maturities and sinking fund installments, if any, and
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.
D. 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 and countersigned 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 execu-
tion
xecu-
tion 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 certi-
ficate of authentication substantially in the form hereinafter set
forth in Section 6 .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 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 authenti-
cation on all of the Bonds that may be issued hereunder at any one
time.
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to exceed $65, 000, 000 (the "Bonds") in order to restructure the
debt service payments required for the payment thereof; and
WHEREAS, the City Commission of the City (the "Commission")
has determined that it is in the best interest of the City to
delegate the determination of various terms of the Bonds, the award
of the Bonds, including execution of a Bond Purchase Contract, and
all other actions necessary or desirable in connection with the
issuance of the Bonds, subject to the limitations herein; and
WHEREAS, for reasons more fully set forth herein, the
Commission finds and determines it to be in the best interest of
the City to authorize the sale of the Bonds on the basis of a
negotiated sale rather than a public sale by competitive bid;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA:
SECTION 1. DEFINITIONS. As used herein, unless the context
otherwise requires:
"Act" means the Charter of the City of Miami Beach, but only
to the extent not inconsistent with and not repealed by the
provisions of Section 166. 021, Florida Statutes; Chapter 166,
Florida Statutes; Sections 132 . 33 -- 132 . 47 , Florida Statutes; the
Constitution of the State of Florida, including, but not limited
to, Article VII, Section 12 thereof; and other applicable provi-
sions of law.
"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 depos-
itory, 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" or "Bonds" mean the City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 1992 issued from time
to time hereunder in an aggregate principal amount not to exceed
$65, 000, 000.
"Bond Insurance Policy" means if so provided by the Mayor in
the Mayor' s Certificate, the municipal bond new issue 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 attached hereto as Exhibit A 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.
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"Bondholder" 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 Barnett Banks Trust Company, N.A. ,
Jacksonville, Florida, and any other agent designated from time to
time by the City, by resolution, to maintain the registration book
for the Bonds issued hereunder or to perform other duties with
respect to registering the transfer of the Bonds.
"City" means the City of Miami Beach, Florida.
"City Attorney" means the City Attorney of the City or any
designated Assistant City Attorney.
"City Clerk" means the City Clerk or any acting City Clerk of
the City.
"City Manager" means the City Manager or any Acting City
Manager of the City.
"Code" means the Internal Revenue Code of 1986, as amended,
and all temporary, proposed or permanent implementing regulations
promulgated or applicable thereunder.
"Escrow Agent" means Barnett Banks Trust Company, N.A. ,
Jacksonville, Florida.
"Escrow Deposit Agreement" means the Escrow Deposit Agreement
substantially in the form attached to this Resolution as Exhibit
"B" to be entered into between the City and the Escrow Agent,
pursuant to which a portion of the proceeds of the Bonds, together
with investments and investment earnings thereon, will be held in
irrevocable escrow for the payment of the principal of, redemption
premium, if any, and interest on the Refunded Bonds.
"Finance Director" means the Finance Director of the City or
his designee or the officer succeeding to his principal functions.
"Financial Advisor" means Raymond James & Associates, Inc. ,
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.
"Governing Body" means the City Commission of the City.
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"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 governmental unit of any such state (i) which are not
callable prior to maturity or as to which irrevocable instruc-
tions have been given to the trustee of such bonds or other
obligations by the obligor to give due notice of redemption
and to call such bonds for redemption on the date or dates
specified in such instructions, (ii) which are secured as to
principal and interest and redemption premium, if any, by a
fund consisting only of cash or 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 redemp-
tion 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 obliga-
tions of the character described in clause (a) hereof which
have been deposited in such fund along with any cash on
deposit in such fund are sufficient to pay principal of and
interest and redemption premium, if any, on the bonds or other
obligations described in this clause (b) on the maturity date
or dates thereof or on the redemption date or dates specified
in the irrevocable instructions referred to in subclause (i)
of this clause (b) , as appropriate;
(c) Evidences of indebtedness issued by the Federal
Home Loan Banks, Federal Home Loan Mortgage Corporation
(including participation certificates) , Federal Financing
Banks, or any other agency or instrumentality of the United
States of America created by an act of Congress provided that
the obligations of such agency or instrumentality are
unconditionally guaranteed 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.
"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
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a
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 Kidder Peabody & Co. Incorporated,
Shearson Lehman Brothers Inc. , Howard Gary & Company, William R.
Hough & Co. and AIBC Investment Services Corp. , the original
purchasers of the Bonds.
"Outstanding" or "Bonds outstanding" means all Bonds which
have been issued pursuant to this Resolution except:
(a) Bonds cancelled after purchase in the open market
or because of payment at or redemption 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 this Resolution or
irrevocable instructions directing the timely giving of such
notice and directing the payment of the 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
6G 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 Barnett Banks Trust Company, N.A. ,
Jacksonville, Florida, and any other agent which is an Authorized
Depository, designated from time to time by the City, by resolu-
tion, to serve as a Paying Agent for the Bonds issued hereunder
that shall have agreed to arrange for the timely payment of the
principal of, interest on and redemption premium, if any, with
respect to the Bonds to the registered owners thereof, from funds
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made available therefor by the City, and any successors designated
pursuant to this Resolution.
"Preliminary Official Statement" means the Preliminary Offi-
cial Statement with respect to the issuance of the Bonds
substantially in the form attached to this Resolution as Exhibit
',Cu .
"Prior Bonds" means the City of Miami Beach, Florida Public
Improvement Bonds (Series 1983) , dated March 1, 1983 , the City of
Miami Beach, Florida General Obligation Bonds (Theater of the
Performing Arts Project) , Series 1984, dated June 1, 1984 , and the
City of Miami Beach, Florida General Obligation Bonds (South Pointe
Redevelopment Project) , Series 1984 , dated April 1, 1985.
"Refunded Bonds" means those 1986 Bonds and 19 8 7A Bonds to be
refunded pursuant to this Resolution as set forth in the Mayor' s
Certificate.
"1986 Bonds" means the City of Miami Beach, Florida General
Obligation Refunding Bonds, Series 1986, dated August 1, 1986,
originally issued in the principal amount of $25, 115, 000 and
currently outstanding in the principal amount of $20, 705, 000.
"1987A Bonds" means the City of Miami Beach, Florida General
Obligation Refunding Bonds, Series 1987A, dated April 1, 1987 ,
originally issued in the principal amount of $37 , 395, 000 and
currently outstanding in the principal amount of $28, 935, 000.
Words in this Resolution importing singular numbers shall
include the plural number in each case and vice versa, and words
importing persons shall include firms, corporations or other
entities including governments or governmental bodies. Words of
the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders.
SECTION 2 . FINDINGS AND DETERMINATIONS. It is hereby ascer-
tained, determined and declared that:
A. The Refunded Bonds were issued in 1986 and 1987 , and the
full faith, credit and taxing power of the City are pledged to the
payment of the principal of, redemption premium, if any, and
interest on the Refunded Bonds. The Refunded Bonds were issued to
provide funds to refund the Prior Bonds.
B. It is in the best interest of the City, its citizens and
taxpayers to take advantage of the existing favorable market
conditions and the prevailing low interest rates in order to
provide funds to refund the Refunded Bonds through the issuance of
the Bonds.
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C. The City is authorized under the Act to issue refunding
bonds and to deposit the proceeds thereof in escrow to provide for
the payment when due of the principal of, interest on and
redemption premium, if any, in connection with the Refunded Bonds.
D. The Bonds shall only be issued at a lower net average
interest cost rate than the net average interest cost rate of the
Refunded Bonds, and the rate of interest borne by the Bonds shall
not exceed the maximum interest rate established pursuant to the
terms of Section 215.84, Florida Statutes.
E. The principal amount of the Bonds shall not exceed an
amount sufficient to pay the sum of the principal amount of the
Refunded Bonds that are outstanding on the date of issuance of the
Bonds, the aggregate amount of unmatured interest payable on the
Refunded Bonds to and including either the applicable maturity date
thereof or the date that they are called for redemption, the appli-
cable
ppli-
cable redemption premium, if any, related to the Refunded Bonds
that are called for redemption, and the costs of issuance of the
Bonds, including, but not limited to, costs of bond insurance, if
any, all in accordance with Section 132 . 35, Florida Statutes.
F. The sum of the present value of the total payments of
principal and interest to become due on the Bonds (excluding all
such principal and interest payments as will be made with moneys
held by the Escrow Agent under the Escrow Deposit Agreement) and
the present value of costs of issuance of the Bonds, if any, not
paid with proceeds of the Bonds, will be less than the present
value of the principal and interest payments to become due at their
stated maturities, or earlier mandatory redemption dates, on the
Refunded Bonds.
G. The estimated present value of the total debt service
savings anticipated as a result of the issuance of the Bonds and
the refunding of the Refunded Bonds, computed in accordance with
Section 132 . 35 (2) , Florida Statutes, is $1. 00.
H. The Bonds shall in no event mature later than forty (40)
years from the date of issuance of the Prior Bonds.
I. The first installment of principal of the Bonds shall
mature or be subject to mandatory redemption not later than the
first stated maturity of the Refunded Bonds next occurring after
the issuance of the Bonds.
J. The Bonds shall not be issued until such time as the
Finance Director of the City shall have filed a certificate with
the Governing Body setting forth the present value of the total
debt service savings which will result from the issuance of the
Bonds to refund the Refunded Bonds, computed in accordance with
the terms of Section 132 . 35, Florida Statutes, and demonstrating
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mathematically that the Bonds are issued at a lower net average in-
terest cost rate than the net average interest cost rate borne by
the Refunded Bonds.
K. Due to the character of the Bonds, the complexity struc-
turing an issue of refunding bonds, 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.
L. The Bonds are payable from and secured by the full
faith, credit and taxing power of the City. The City believes that
the full faith, credit and taxing power of the City will be
sufficient to repay the Bonds and therefore does not anticipate the
use of other moneys of the City to make such payment.
SECTION 3. CONTRACT. In consideration of the acceptance of
the 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
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 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 . AUTHORITY FOR REFUNDING OF REFUNDED BONDS AND
ISSUANCE OF BONDS; AUTHORIZATION OF ESCROW DEPOSIT AGREEMENT. The
refunding of the Refunded Bonds is hereby authorized. Subject and
pursuant to the provisions hereof, Bonds to be known as "City of
Miami Beach, Florida, General Obligation Refunding Bonds, Series
1992" are hereby authorized to be issued at one time or as needed
in one or more series in an aggregate principal amount of not
exceeding Sixty-Five Million Dollars ($65, 000, 000) , as shall be
approved by the Mayor, for the purpose of refunding the Refunded
Bonds and to pay certain costs of issuance of the Bonds. The
Mayor, upon the recommendation of the Financial Advisor, shall
determine the aggregate principal amount of the Bonds to be issued
and may determine to issue the Bonds in more than one series, such
determinations to be evidenced in the Mayor' s Certificate.
The City hereby further authorizes (i) the execution by the
Mayor of the Escrow Deposit Agreement with the Escrow Agent, (ii)
the determination by the Mayor, based upon the recommendations of
the Financial Advisor, of which of the 1986 Bonds and the 1987A
Bonds shall constitute the Refunded Bonds, as evidenced in the
Mayor' s Certificate, (iii) the deposit and pledge of a portion of
the proceeds of the Bonds in an amount which, together with
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interest earnings thereon, and certain other funds of the City, if
necessary, shall be sufficient to pay the principal of, redemption
premium, if any, and interest on the Refunded Bonds, (iv) the
investment and reinvestment of a portion of the proceeds from the
sale of Bonds in obligations permitted under the resolutions of the
City providing for the issuance of the Refunded Bonds and Section
132 .42 , Florida Statutes, for the purpose of effecting the defeas-
ance of the Refunded Bonds, and (v) the determination by the Mayor,
based upon the recommendations of the Financial Advisor, of the
Refunded Bonds to be called for redemption prior to their dates of
maturity as evidenced by the Mayor' s Certificate.
SECTION 5. SALE AND AWARD OF BONDS; TERMS, REDEMPTION AND
FORM OF BONDS.
A. The Commission hereby approves the form of the Bond
Purchase Agreement for the purchase of the Bonds by the Original
Purchasers, a copy of which form is attached hereto as Exhibit A.
Upon compliance by the Original Purchasers with the requirements
of Florida Statutes, Section 218 . 385, the Mayor is hereby
authorized to execute the Bond Purchase Agreement in connection
with the sale of the Bonds to the Original Purchasers, in
substantially the form attached hereto, 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. The
underwriting discount for the Bonds shall be determined by the
Mayor in consultation with the Financial Advisor but shall not be
more than 2% of the principal amount of the 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.
B. The Bonds shall be numbered consecutively from 1 upward
preceded by the letter "R" prefixed to the number. The principal
of and redemption premium, if any, on the Bonds shall be payable
upon presentation and surrender at the principal 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 regis-
tration 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 in-
terest 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
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Bonds are not maintained in a book-entry only system by a securi-
ties 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 (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 pay-
ment of interest, such defaulted interest shall be payable to the
persons in whose names such Bonds are registered at the close of
business on a special record date for the payment of such defaulted
interest as established by notice deposited in the U.S. mails,
postage prepaid, by the Paying Agent to the registered owners of
the 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.
The registration of any Bond may be transferred upon the
registration books upon delivery thereof to the principal office
of the Bond Registrar accompanied by a written instrument or
instruments of transfer in form and with guaranty of signature
satisfactory to the Bond Registrar, duly executed by the Bondholder
or his attorney-in-fact or legal representative, containing written
instructions as to the details of the transfer of such 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 accor-
dance with the terms hereof enter the transfer of ownership in the
registration books and shall deliver in the name of the new trans-
feree or transferees a new fully registered Bond or Bonds of the
same maturity and of authorized denomination or 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 other
authorized denominations of the same series and maturity. The City
and the Bond Registrar may charge the Bondholder for the regis-
tration of every transfer or exchange of a Bond an amount suffi-
cient
uffi-
cient 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 of the principal
thereof and the interest and redemption premium, if any, thereon.
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Notwithstanding anything in this Section 5B to the contrary,
so long as the City shall maintain a book-entry-only system with
respect to the Bonds, the following provisions shall apply:
The Bonds shall initially be issued in the name of
Cede & Co. as nominee for The Depository Trust Company
("DTC") , which will act as securities depository for the
Bonds and so long as the Bonds are held in book-entry-
only form, Cede & Co. shall be considered the registered
owner for all purposes hereof. On original issue, the
Bonds shall be deposited with DTC, which shall be
responsible for maintaining a book-entry-only system for
recording the ownership interests of its participants
("DTC Participants") , and other institutions who clear
through or maintain a custodial relationship with DTC
Participants ("Indirect Participants") . The DTC Parti-
cipants and Indirect Participants will be responsible for
maintaining records with respect to the beneficial owner-
ship interests of individual purchasers of the Bonds
("Beneficial Owners") .
Principal and interest shall be payable directly
to Cede & Co. in care of DTC. Disbursal of such amounts
to DTC Participants shall be the responsibility of DTC.
Payments to Indirect Participants shall be the respon-
sibility of DTC Participants, and payments by DTC
Participants and Indirect Participants to Beneficial
Owners shall be the responsibility of DTC Participants
and Indirect Participants and not of DTC, the Paying
Agent or the City.
The Bonds shall initially be issued in the form of
one fully registered Bond for each maturity and shall be
held in such form until maturity. Individuals may
purchase beneficial interests in book-entry-only form,
without certificated Bonds, through the DTC Participants
and Indirect Participants.
During the period for which Cede & Co. is
registered owner of the bonds, any notice to be provided
to any registered owner will be provided to Cede & Co.
DTC shall be responsible for notice to DTC participants
and DTC participants shall be responsible for notice to
indirect participants, and DTC participants and indirect
participants shall be responsible for notice to indiv-
idual purchasers of beneficial interests.
The City shall enter into a letter of represen-
tations with DTC providing for such a book-entry-only
system. Such agreement may be terminated at any time by
either DTC or the City. In the event of such termina-
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registered at the close of business on a special record date for
the payment of such defaulted interest as established by notice by
deposit in the U.S. 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 persons in whose names the Bonds are registered at the close
of business on the fifth (5th) day (whether or not a business day)
preceding the date of mailing.
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 provide for the refunding of [all] [a portion of]
of the City' s General Obligation Refunding Bonds, Series 1986,
dated as of August 1, 1986 and its General Obligation Refunding
Bonds, Series 1987A, dated as of March 1, 1987 (the "Refunded
Bonds") , pursuant to the authority of and in full compliance with
the Constitution and laws of the State of Florida, including
particularly Article VII, Section 12 of the Constitution, the
Charter of the City (but only to the extent not repealed by the
provisions of Section 166. 021, Florida Statutes) , Chapter 166,
Florida Statutes, Sections 132 . 33 -- 132 . 47 , Florida Statutes,
Resolution No. 92- duly adopted by the City on September 2 ,
1992 (the "Resolution") , and other applicable provisions of law.
This Bond is subject to all the terms and conditions of the Reso-
lution, and capitalized terms not otherwise defined herein shall
have the same meanings ascribed to them in the Resolution.
Subject to the provisions of the next succeeding paragraph,
the full faith, credit and taxing power of the City are pledged to
the punctual payment of the principal of and interest on the Bonds,
as the same shall become due and payable. Reference is made to the
Resolution for the provisions, among others, relating to the terms,
lien and security for the Bonds, the custody and application of the
proceeds of the Bonds, the rights and remedies of the holders of
the Bonds, and the extent of and limitations on the City' s rights,
duties and obligations, to all of which provisions the registered
owner hereof assents by acceptance hereof.
The Refunded Bonds were issued to refund the City' s Public
Improvement Bonds (Series 1983) , General Obligation Bonds (Theater
of the Performing Arts Project) , Series 1984 , and General Obliga-
tion Bonds (South Pointe Redevelopment Project) , Series 1984 ,
(collectively, the "Prior Bonds") . The proceeds of the Refunded
Bonds were deposited with Southeast Bank, N.A. , as escrow agent for
the Prior Bonds under escrow agreements. The funds deposited
therein and the investment earnings thereon were, on the date of
such deposit, sufficient to provide for the full and timely payment
of the principal of and redemption premium, if any, and interest
on the Prior Bonds when due. So long as the funds on deposit under
such escrow agreements, together with investment earnings thereon,
- 18 -
are sufficient for the full and timely payment of the Prior Bonds,
the full faith, credit and taxing power of the City are irrevocably
pledged for the prompt payment of the principal of and interest on
this Bond. However, if at any time, the funds on deposit under the
escrow agreements, together with investment earnings thereon, shall
be inadequate to fully satisfy all of the principal, interest and
redemption premium, if any, requirements of the Prior Bonds when
due upon maturity or earlier redemption, the Prior Bonds, to the
extent of any such deficiency, are secured by and payable from the
full faith, credit and taxing power of the City and, to the extent
such payment of the Prior Bonds must be made by the City from such
source, this Bond shall no longer be entitled to payment from, or
the benefit and security of, the pledge of the full faith, credit
and taxing power of the City. In the event that the funds avail-
able for payment of the Prior Bonds under the escrow agreements are
inadequate to fully satisfy the City's obligations in respect of
the Prior Bonds, the registered owner hereof agrees that, to the
extent of such deficit, it shall have no rights whatsoever to
demand, enforce or receive payment on account of this Bond from the
City.
The Bonds maturing 1, are subject to
mandatory redemption prior to maturity, in part and selected by
lot, at a redemption price of 100% of the principal amount thereof
on 1, and on each 1 thereafter in the
following principal amounts
Date Principal Amount
The Bonds scheduled to mature on of the years
to shall be further subject to redemption prior to their
maturity, at the option of the City on or after
as a whole at any time, or in part on any interest payment
date (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 Redemption
(Dates Inclusive) Prices
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R
f
r
Notice of call for redemption is to be given by mailing a copy
of the redemption notice by registered or certified mail at least
thirty (30) but not more than sixty (60) days prior to the date
fixed for redemption 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 hereinafter referred to.
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 thereof with 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 of
the City upon delivery thereof to the principal office of the Bond
Registrar accompanied by a written instrument or instruments of
transfer in form and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the registered owner of this Bond
or by his attorney-in-fact or legal representative, containing
written instructions as to the details of transfer of this Bond,
along with the social security number or federal employer identifi-
cation 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 pre-
mium, if any, or interest on this Bond shall be a Saturday, Sunday,
legal holiday or a day on which banking institutions in the city
where the corporate trust office of the Paying Agent is located are
authorized by law or executive order to close, then the date for
such payment shall be the next 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.
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•
It is hereby certified and recited that this Bond is autho-
rized 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, subject to the limitations contained herein, 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, subject to the limitations
contained herein, 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.
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 and countersigned by its City Clerk, either manually
or with their facsimile signatures, and its seal to be affixed
hereto or a facsimile of its seal to be reproduced hereon, all as
of the day of , 1992 .
CITY OF MIAMI BEACH, FLORIDA
(SEAL)
By:
Mayor
ATTESTED AND COUNTERSIGNED:
By•
City Clerk
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1 1
+ 1
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds designated in and executed under
the provisions of the within mentioned Resolution.
Barnett Banks Trust Company, N.A. ,
as Bond Registrar
By:
Authorized Officer
Date of Authentication:
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I t
■
■
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 NOTICE: No transfer will be
guaranteed by a member firm of registered and no new Bond will
the New York Stock Exchange or be issued in the name of the
a member firm of any other Transferee, unless the signa-
recognized national securities tures) to this assignment cor-
exchange or a commercial bank respond(s) with the name as it
or a trust company. appears upon the face of the
within Bond in every particu-
lar, without alteration or en-
largement or any change what-
ever and the Social Security or
Federal Employer Identification
Number of the Transferee is
supplied.
[End of Form of Bond]
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r
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 cancelled
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 contrac-
tual obligation on the part of the City whether or not the des-
troyed, 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 of the
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 set forth in the
Mayor' s Certificate, based upon the recommendations of the Finan-
cial 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 (3 0) and not more than sixty (6 0) days before the
redemption date to all registered owners of the 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 regis-
tered 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 date of
publication, if any, of a notice of redemption, 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 outstand-
ing 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 redemp-
tion 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 con-
clusively presumed to have been duly given, whether or not the
owner of such Bond receives such notice.
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In addition to the mailing of the notice described above, each
notice of redemption and payment of the redemption price shall meet
the requirements set forth in subparagraphs (i) , (ii) and (iii)
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 6F.
(i) Each notice of redemption shall be sent at least
thirty-five (3 5) days before the redemption date by registered
or certified mail or overnight delivery service or telecopy
to all registered securities depositories then in the busi-
ness of holding substantial amounts of obligations of types
comprising the Bonds (such depositories now being The
Depository Trust Company, New York, New York, Midwest
Securities Trust Company, Chicago, Illinois, Pacific
Securities Depository Trust Company, San Francisco, California
and Philadelphia Depository Trust Company, Philadelphia,
Pennsylvania) and to one or more national information services
that disseminate notices of redemption of obligations such as
the Bonds.
(ii) Each notice of redemption shall be published one
time in The Bond Buyer, New York, New York or, if such
publication is impractical or unlikely to reach a substantial
number of the holders of the Bonds, in some other financial
newspaper or journal which regularly carries notices of
redemption of other obligations similar to the Bonds, such
publication to be made at least thirty (3 0) days prior to the
date fixed for redemption.
(iii) 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 hereinabove provided, 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 pay-
ment of the redemption price being held in separate accounts by the
Paying Agent or other Authorized Depository in trust for the
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1
l t
1
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 of the redemption price thereof and, to the extent provided
in the next subsection, to receive Bonds for any unredeemed por-
tions of the Bonds.
H. In case part but not all of an outstanding fully regis-
tered 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 redemp-
tion, and the City shall execute and deliver to or upon the order
of such registered owner, without charge therefor, for the un-
redeemed balance of the principal amount of the Bonds so surren-
dered, a Bond or Bonds fully registered as to principal and inter-
est.
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 have 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 an
escrow agent, 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 provi-
sions of this Resolution and shall cease to be entitled to any
lien, benefit or security under this Resolution, except to receive
the payment of the redemption price on or after the designated date
of redemption from moneys deposited with or held by the escrow
agent, 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 if made on the nominal date of
payment.
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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 limita-
tion, such changes as may be required for the issuance of
uncertificated public obligations:
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+ r
[Form of Bond]
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI BEACH, FLORIDA
GENERAL OBLIGATION REFUNDING BOND,
SERIES 1992
Interest Original Dated
Rate: Maturity Date: Date: CUSIP NO:
1, , 1992
REGISTERED OWNER:
PRINCIPAL AMOUNT: DOLLARS
The City of Miami Beach, Florida (hereinafter called the
"City") , for value received, hereby promises to pay to the
Registered Owner identified above, or to registered assigns or
legal representatives, to the extent and from the sources pledged
therefor, as described herein, on the Maturity Date identified
above (or earlier as hereinafter provided) , the Principal Amount
identified above, upon presentation and surrender hereof at the
principal office of Barnett Banks Trust Company, N.A. ,
Jacksonville, 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 ,
199_. 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 Barnett Banks Trust
Company, N.A. , Jacksonville, Florida, 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
- 17 -
' c
SECTION 6. APPLICATION OF BOND PROCEEDS. The proceeds,
in --.Kding accrued interest and premium, if any, received from the
sa 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 the
account designated "City of Miami Beach 1992 General Obligation
Bond 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. An amount which, together with investment earnings
thereon, is equal to the principal of and interest and redemption
premium, if any, on the Refunded Bonds when due, in accordance with
the schedules to be attached to the Escrow Deposit Agreement, shall
be transferred to the Escrow Agent for deposit into the Escrow
Deposit Trust Fund created and established pursuant to the Escrow
Deposit Agreement and shall be used and applied pursuant to and in
the manner described in the Escrow Deposit Agreement to pay the
principal and interest on the Refunded Bonds and to pay redemption
premiums and costs with respect thereto.
C. The remainder of the proceeds shall be deposited in a
separate account designated "City of Miami Beach 1992 General
Obligation Bond Cost of Issuance Account" which is hereby estab-
lished with the City and shall be disbursed (i) for payment of
expenses incurred in issuing the Bonds (including payment of the
expenses of the City) , and (ii) for the payment of the fees and
expenses of the Escrow Agent. Any balance remaining after payment
or provision for payment of such costs and expenses has been made
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.
SECTION 7 . INVESTMENT OF PROCEEDS OF THE BONDS. All proceeds
of the Bonds held by the Escrow Agent shall be invested only as
provided by the Escrow Deposit Agreement and the Act. Proceeds of
the Bonds representing accrued interest on the Bonds may be in-
vested by the City 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; provided however, if at any time, the funds on deposit under
the escrow agreements for the payment of the Prior Bonds, together
- 24 -
' 0 4
r r
r
with investment earnings thereon, shall be inadequate to fully
satisfy all of the principal, interest and redemption premium, if
any, requirements of the Prior Bonds when due upon maturity or
earlier redemption, the Prior Bonds, to the extent of any such
deficiency, are secured by and payable from the full faith, credit
and taxing power of the City and, in that event to the extent such
payment of the Prior Bonds must be made by the City from such
source, the holders of the Bonds shall no longer be entitled to
payment from, or the benefit and security of, the pledge of the
full faith, credit and taxing power of the City to such extent.
In the event that the funds available for payment of the Prior
Bonds under the escrow agreements are inadequate to fully satisfy
the City' s obligations in respect of the Prior Bonds, to the extent
of such deficit, the holders of the Bonds shall have no rights
whatsoever to demand, enforce or receive payment from the City.
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,
subject to the provisions of the preceding paragraph, 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.
To the extent the Bonds are payable from tax revenues of the
City as provided herein, 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 owners 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:
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A. to pay to the United States of America from the funds
and sources of revenues pledged to the payment of the Bonds, and
from any other legally available funds, at the times required pur-
suant to Section 148 (f) of the Code, the excess of the amount
earned on all nonpurpose investments (as defined in Section
148 (f) (6) of the 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") ;
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. APPROVAL OF FORM OF ESCROW DEPOSIT AGREEMENT.
The form of the Escrow Deposit Agreement attached hereto as Exhibit
"B" is hereby approved, subject to such changes, insertions and
omissions and filling of blanks therein as may be approved and made
in such form of Escrow Deposit Agreement by the officers of the
City executing the same, in a manner consistent with the provisions
of this Resolution, such execution to be conclusive evidence of
such approval.
SECTION 11. APPOINTMENT OF PAYING AGENT, BOND REGISTRAR AND
ESCROW AGENT. Barnett Banks Trust Company, N.A. , Jacksonville,
Florida, is hereby appointed the Paying Agent and Bond Registrar
for the Bonds. Barnett Banks Trust Company, N.A. , Jacksonville,
Florida, is hereby appointed to act as Escrow Agent pursuant to the
terms of the Escrow Deposit Agreement.
SECTION 12 . PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATE-
MENT. The use of a Preliminary Official Statement in connection
with the marketing of the Bonds is hereby authorized. The form of
the Preliminary Official Statement attached hereto as "Exhibit C"
is hereby approved with such changes, insertions or deletions as
may be approved by the Mayor. 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
- 26 -
a
form of the Preliminary Official Statement, with such changes from
the Preliminary Official Statement, as the Mayor and the City
Manager, in their sole discretion, may approve, such execution to
be conclusive evidence of such approval . The City Manager is
hereby authorized to deem the Preliminary Official Statement final
for the purposes of Rule 15c2-12 of the Securities and Exchange
Commission.
SECTION 13. PUBLICATION OF NOTICE OF REFUNDING. Within 30
days after the delivery of the Bonds, the City will, and hereby
authorizes and directs the Escrow Agent to, cause to be published
one time in a newspaper published and of general circulation in
Dade County, Florida, and a financial journal of general circula-
tion in the Borough of Manhattan, County and State of New York, a
notice of refunding of the Refunded Bonds and the call schedule
with respect thereto as set forth in the Escrow Deposit Agreement.
The Escrow Agent is hereby further authorized and directed, in the
name of the City, to cause notice of such call for redemption to
be given as required by law and by the terms of the Refunded Bonds.
SECTION 14. FURTHER AUTHORIZATIONS. The Mayor, the City
Manager, the Finance Director, 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 the refunding of the Refunded 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 to secure
payment of the principal of an interest on the Bonds, if any, 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. This Resolution may
be modified and amended and all appropriate blanks appearing herein
may be completed by the City from time to time prior to the issu-
ance of the Bonds. Thereafter, no modification or amendment of
this Resolution or of any resolution or ordinance amendatory hereof
or supplemental hereto materially adverse to the Bondholders may
be made without the consent in writing of the owners of not less
than a majority in aggregate principal amount of the Outstanding
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 of the principal obligation of any Bond,
(c) that would affect the unconditional promise of the City to levy
and collect taxes as herein provided, or (d) that would reduce such
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percentage of holders of the Bonds required above for such modifi-
cations or amendments, without the consent of all of the Bond-
holders. For the purpose of Bondholders ' voting rights or con-
sents, (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.
SECTION 16. DEFEASANCE AND RELEASE. If, at any time after
the date of issuance of the 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 in-
terest 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 Outstand-
ing 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 interest on said Bonds at the maturity thereof or the date upon
which such Bonds are to be called for redemption prior to mat-
urity, shall be held by an escrow agent who shall be an Authorized
Depository or the Paying Agent in irrevocable trust for the benefit
of such 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, 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 of the City under Section 9 hereof shall
remain in full force and effect until such time as such obligations
are fully satisfied.
SECTION 17 . CONCERNING THE BOND INSURANCE POLICY. The
provider of any Bond Insurance Policy shall, so long as it has not
defaulted in its obligations thereunder, be entitled to exercise
all rights granted the Bondholders (i) in the event of a default
by the City hereunder or (ii) in connection with the modification
or amendment of this Resolution, in lieu of the Bondholders whose
Bonds are insured by the Bond Insurance Policy.
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SECTION 18. SEVERABILITY. If any one or more of the cove-
nants, agreements or provisions of this Resolution shall be held
contrary to any express provisions of law or contrary to the policy
of express law, though not expressly prohibited, or against public
policy, or shall for any reason whatsoever be held invalid, then
such covenants, agreements or provisions shall be null and void and
shall be deemed separate from the remaining covenants, agreements
or provisions of this Resolution or of the Bonds issued hereunder.
SECTION 19. 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 owners and
holders of the Bonds issued under and secured by this Resolution
and the provider of any Bond Insurance Policy, 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 owners and holders from time to time of the Bonds
issued hereunder and the provider of any Bond Insurance Policy.
SECTION 20. CONTROLLING LAW; MEMBERS OF GOVERNING BODY OF
CITY NOT LIABLE. All covenants, stipulations, obligations and
agreements of the City contained in this Resolution shall be deemed
to be covenants, stipulations, obligations and agreements of the
City to the full extent authorized by the Act and provided by the
Constitution and laws of the State of Florida. No covenant,
stipulation, obligation or agreement contained herein shall be
deemed to be a covenant, stipulation, obligation or agreement of
any present or future member, agent or employee of the Governing
Body or the City in his individual capacity, and neither the
members of the Governing Body 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 Governing Body or such mem-
bers thereof.
SECTION 21. 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 (the "DTC Agreement") to be entered into by
and between the City and DTC, wire transfers of interest and prin-
cipal 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 communica-
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tion. The Mayor or City Manager are hereby authorized to execute
and deliver the DTC Agreement on behalf of the City.
SECTION 22 . EFFECTIVE DATE. This Resolution shall be effec-
tive immediately upon its adoption.
i(
ADOPTED this the 2nd day of Septemqer, 1992 .
Mayor
ATTEST:
City Clerk y�
Form Approved:
Greenberg, Traurig, Hoffman, Lipoff,
Rosen & Quentel, P.A. , Bond Counsel
By.
Lu' Reiter
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CITY OF MIAMI BEACH
CITY HALL 1700 CONVENTION CENTER DRIVE MIAMI BEACH FLORIDA 33139
OFFICE OF THE CITY MANAGER TELEPHONE: (305) 673-7010
FAX: (305) 673-7782
COMMISSION MEMORANDUM NO. 2
DATE: September 2, 1992
TO: Mayor Seymour Gelber and
Members of the City Commission
FROM: Roger M. Carlton
City Manager
SUBJECT: Resolution Authorizing the Advance Refunding of General Obligation Bonds
and Approving the Form of Associated Documents
Administrative Recommendation
The Administration recommends that the City Commission approve the attached
Resolution authorizing the advance refunding of the City's General Obligation Bonded Debt
and to approve the form of the draft bond purchase agreement, draft official statement and
draft escrow agreement.
Background
The Finance Committee has previously ask the Administration to explore the savings
that might be achieved from an advance refunding of the City's general obligation bonded
debt. The Administration has reviewed the transaction and while not feasible due to interest
rates at the present time, substantial savings may be achieved in an advance refunding if
the interest rates move lower. In addition to any savings that may be achieved, the City has
an opportunity to restructure its maturity schedule on the bonds and may be able to achieve
substantial savings in the property tax levy needed to support these bonds on their life. Such
savings could be in excess of $1 million annually if the final maturity is extended by only
two years.
Analysis
The interest rates need to move lower by only one quarter of one percent for the
City to be able to undertake this transaction and achieve savings and restructure debt
service costs of $1 million annually for the next ten years. Such savings will reduce by one
quarter of one mill the property tax levy necessary to fund the general obligations of the
City. Such a savings will reduce the upward pressure on property taxes that is the goal of
both the Administration and the City Commission. - 1
AGENDA
ITEM
DATE I
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Conclusion
While Hurricane Andrew has caused the supporting documents to be in still a rough
draft form, the interest rate market may move at any time and the Administration
recommends that the Bond Resolution be adopted and the form of the supporting
documents be authorized in spite of the fact that they may be slightly modified in their final
form. Any changes will be reviewed by both the City Manager and City Attorney for their
appropriateness prior to finalization. Should major changes be necessary, we will return to
the Commission for approval.
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GTH DRAFT
8/27/92
CITY OF MIAMI BEACH, FLORIDA
and
BARNETT BANKS TRUST COMPANY, N.A. ,
as Escrow Agent
ESCROW DEPOSIT AGREEMENT
DATED AS OF 1, 1992
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ESCROW DEPOSIT AGREEMENT
THIS ESCROW DEPOSIT AGREEMENT (the "Agreement") made and
entered into as of 1, 1992 , by and between the CITY OF
MIAMI BEACH, FLORIDA (the "City") , and BARNETT BANKS TRUST COMPANY,
N.A. , as Escrow Agent (the "Escrow Agent") .
WITNESSET H:
WHEREAS, pursuant to the Constitution and the laws of the
State of Florida, in particular Chapter 166, Florida Statutes, and
Sections 132 . 33 - 132 .47 , Florida Statutes, each as amended from
time to time, and the Charter of the City of Miami Beach, as
amended (collectively, the "Act") , the City of Miami Beach, Florida
(the "City") issued its General Obligation Refunding Bonds, Series
1986 (the "1986 Refunded Bonds") and its General Obligation
Refunding Bonds, Series 1987A (the "1987A Refunded Bonds") more
particularly identified on Schedule A hereto (collectively, the
"Refunded Bonds") ;
WHEREAS, the City desires to refund and defease the Refunded
Bonds; and
WHEREAS, on September 2 , 1992 , the City Commission, (the
"Commission") , of the City adopted Resolution No. 92- (the "Bond
Resolution") , which authorized the issuance of not more than
$ in aggregate principal amount of the City' s General
Obligation Refunding Bonds, Series 1992 (the "Bonds") , to advance
refund the Refunded Bonds; and
WHEREAS, a portion of the proceeds derived from the sale of
the Bonds will be applied to the purchase of Government Obligations
(as such term is hereinafter defined) , which principal amount of
Government Obligations will mature and produce investment income
and earnings at such times and in such amounts as will be
sufficient, to pay upon maturity or earlier redemption, as
hereinafter provided, all of the unpaid principal of and redemption
premium, if any, on the Refunded Bonds, together with interest
thereon until the dates of such maturity or redemption; and
WHEREAS, in order to provide for the proper and timely
application of the moneys deposited hereunder, the maturing
principal amount of the Government Obligations purchased therewith,
and investment income and earnings derived therefrom to the payment
of the Refunded Bonds, it is necessary for the City to enter into
this Agreement with the Escrow Agent;
NOW, THEREFORE, the City, in consideration of the foregoing
and the mutual covenants herein set forth and in order to secure
the payment of the principal of, redemption premium, if any, and
interest on all of the Refunded Bonds according to their tenor and
effect, does by these presents hereby grant, warrant, demise,
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release, convey, assign, transfer, alien, pledge, set over and
confirm, unto the Escrow Agent and to its successors in the trust
hereby created, and to it and its assigns forever, all and singular
the property hereinafter described, to wit:
DIVISION I
All right, title and interest in and to $ deposited
with the Escrow Agent and derived from the proceeds of the Bonds
upon issuance and delivery of the Bonds.
DIVISION II
All right, title and interest in and to the Government Obliga-
tions described in Schedule B attached hereto and made a part here-
of, together with the income and earnings thereon.
DIVISION III
Any and all other property of every kind and nature from time
to time hereafter, by delivery or by writing of any kind, conveyed,
pledged, assigned or transferred as and for additional security
hereunder by the City or by anyone in its behalf to the Escrow
Agent for the benefit of the Refunded Bonds.
DIVISION IV
All property which is by the express provisions of this Agree-
ment required to be subject to the pledge hereof and any additional
property that may, from time to time hereafter, by delivery or by
writing of any kind, by the City or by anyone in its behalf, be
subject to the pledge hereof.
TO HAVE AND TO HOLD, all and singular, the Trust Estate (as
such term is hereinafter defined) , including all additional prop-
erty which by the terms hereof has or may become subject to the
encumbrances of this Agreement, unto the Escrow Agent, and its
successors and assigns, forever in trust, however, for the benefit
and security of the holders from time to time of the Refunded
Bonds, but if the principal of, redemption premium, if any, and
interest on all of the Refunded Bonds shall be fully and promptly
paid when due, prior to and upon the maturity or redemption
thereof, in accordance with the terms thereof, then this Agreement
shall be and become void and of no further force and effect;
otherwise the same shall remain in full force and effect, and upon
the trusts and subject to the covenants and conditions hereinafter
set forth.
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ARTICLE 1
DEFINITIONS
Section 1. 1 Definitions. In addition to words and terms
elsewhere defined in this Agreement, including the recitals hereto,
the following words and terms as used in this Agreement shall have
the following meanings, unless some other meaning is plainly
intended. Capitalized terms not otherwise defined in this
Agreement shall have the meanings set forth in the Bond Resolution.
"Government Obligations" shall mean direct obligations of the
United States of America and obligations the timely payment of
principal of and interest on which are fully guaranteed by the
United States of America, none of which are callable at the option
of the obligor.
"Trust Estate" , "trust estate" or "pledged property" shall
mean the property, rights and interests described or referred to
under Divisions I, II, III and IV, above.
Words of the masculine gender shall be deemed and construed to
include correlative words of the feminine and neuter genders. Words
importing the singular number shall include the plural number and
vice versa unless the context shall otherwise indicate. The word
"person" shall include corporations, associations, natural persons
and public bodies unless the context shall otherwise indicate.
Reference to a person other than a natural person shall include its
successors.
ARTICLE 2
ESTABLISHMENT OF ESCROW DEPOSIT TRUST FUND;
FLOW OF FUNDS
Section 2 . 1 Creation of Escrow Deposit Trust Fund and
Deposit of Moneys. There is hereby created and established with the
Escrow Agent a special and irrevocable trust fund designated the
Escrow Deposit Trust Fund (the "Escrow Deposit Trust Fund") , to be
held by the Escrow Agent and accounted for separate and apart from
other funds of the City and of the Escrow Agent.
Concurrently with the delivery of this Agreement, the City
herewith deposits or causes to be deposited with the Escrow Agent
and the Escrow Agent acknowledges receipt of immediately available
moneys for deposit in the Escrow Deposit Trust Fund in the amount
of $ from the proceeds of the Bonds which, when
invested in Government Obligations as provided herein, will provide
moneys sufficient to pay, when due and payable, the principal of,
redemption premium, if any, and interest on the Refunded Bonds as
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more particularly described in Section 2 . 6 hereof and Schedule C
attached hereto and made a part hereof.
Section 2 . 2 Payment of Refunded Bonds. The Bond proceeds
will be sufficient to purchase $ principal amount of
Government Obligations, all as listed in Schedule B attached hereto
and made a part hereof, which will mature in principal amounts and
earn income at such times, all as described in Schedule B, so that
sufficient moneys will be available to pay, as the same become due
upon maturity or redemption, all principal of, redemption premium,
if any and interest on the Refunded Bonds in accordance with
Section 2 . 6 hereof and Schedule C attached hereto. Notwithstanding
the foregoing, if the amounts deposited in the Escrow Deposit Trust
Fund are insufficient to make said payments of principal,
redemption premium, if any, and interest, the City shall deposit
into the Escrow Deposit Trust Fund the amount of any deficiency
immediately upon notice from the Escrow Agent.
Section 2 . 3 Irrevocable Trust Created. The deposit of moneys
and Government Obligations or other property hereunder in the
Escrow Deposit Trust Fund shall constitute an irrevocable deposit
of said moneys and Government Obligations and other property
hereunder for the benefit of the holders of the Refunded Bonds,
subject to the provisions of this Agreement. The holders of the
Refunded Bonds shall, subject to the provisions of this Agreement,
have an express lien on all moneys and principal of and earnings
on the Government Obligations and other property in the Escrow
Deposit Trust Fund. The moneys deposited in the Escrow Deposit
Trust Fund and the matured principal of the Government Obligations
and other property hereunder and the interest thereon shall be held
in trust by the Escrow Agent, and shall be transferred in the
necessary amounts as hereinafter set forth, for the payment, as
the same becomes payable, of the principal of, redemption premium,
if any, and interest on the Refunded Bonds as specifically set
forth in Schedule C hereto.
Section 2 . 4 Purchase of Government Obligations. The Escrow
Agent is hereby directed immediately to purchase the Government
Obligations listed on Schedule B. The Escrow Agent shall purchase
the Government Obligations solely from the moneys deposited in the
Escrow Deposit Trust Fund as provided in Section 2 . 2 hereof. The
Escrow Agent shall apply the moneys deposited in the Escrow Deposit
Trust Fund and the Government Obligations purchased therewith,
together with all income or earnings thereon, in accordance with
the provisions hereof. The Escrow Agent is hereby directed to hold
$ of the moneys deposited in the Escrow Deposit Trust
Fund as uninvested cash. The Escrow Agent shall have no power or
duty to invest any moneys held hereunder or to make substitutions
of the Government Obligations held hereunder or to sell, transfer
or otherwise dispose of the Government Obligations held hereunder
except as provided in this Agreement, nor shall the Escrow Agent
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have any liability with respect to such investments, including,
without limitation, any losses or taxes thereon.
Section 2 . 5 Substitution of Certain Government Obligations.
2 . 5. 1 If so directed in writing by the City on the
date hereof, the Escrow Agent shall accept in substitution for all
or a portion of the Government Obligations listed in Schedule B,
Government Obligations (the "Substituted Securities") , the princi-
pal of and interest on which, together with any Government Obliga-
tions listed in Schedule B for which no substitution is made, will
meet the requirements of payment of all principal of, redemption
premium, if any, and interest on the Refunded Bonds as set forth
in Schedule C hereof. The foregoing notwithstanding, the
substitution of Substituted Securities for any of the Government
Obligations listed in Schedule B may be effected only upon
compliance with Section 2 . 5. 2 (a) and (b) below.
2 . 5. 2 If so directed by the City at any time during
the term of this Agreement, the Escrow Agent shall, upon receipt
of the opinion and verification required by (a) and (b) respec-
tively, below, sell, transfer, exchange or otherwise dispose of,
or request the redemption of, all or a portion of the Government
Obligations then held in the Escrow Deposit Trust Fund and shall
substitute for such Government Obligations other Government Obli-
gations, designated by the City, and acquired by the Escrow Agent
with the proceeds derived from the sale, transfer, disposition or
redemption of or by the exchange of, such Government Obligations
held in the Escrow Deposit Trust Fund:
(a) The Escrow Agent shall have received an opinion of
nationally recognized counsel in the field of law relating to
municipal bonds stating that such substitution will not
adversely affect the exclusion from gross income for federal
income tax purposes of interest on the Refunded Bonds and the
Bonds and is not inconsistent with the statutes and regula-
tions applicable to the Refunded Bonds and the Bonds; and
(b) The Escrow Agent shall have received verification
from an independent certified public accountant stating that
the principal of and interest on the substituted Government
Obligations, together with any Government Obligations and a
stated dollar amount of cash remaining in the Escrow Deposit
Trust Fund, if any, will be sufficient without reinvestment,
to pay the remaining principal of, redemption premium, if any,
and interest on the Refunded Bonds as set forth in Schedule C
hereof.
Any moneys resulting from the sale, transfer, disposition or
redemption of the Government Obligations held hereunder and the
substitution therefor of other Government Obligations not necessary
for the payment of principal of, redemption premium, if any, and
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interest on the Refunded Bonds shall be returned to the City to be
used to pay the principal and interest on the Bonds.
Section 2 . 6 Transfers from Escrow Deposit Trust Fund. As
the principal of the Government Obligations set forth in Schedule
B shall mature and be paid, and the investment income and earnings
thereon are paid, the Escrow Agent shall, no later than the pay-
ment date for the Refunded Bonds, as specified in Schedule C
hereof, transfer to First Union National Bank of Florida (successor
in interest to Southeast Bank, N.A. ) , as paying agent for the
Refunded Bonds, from the Escrow Deposit Trust Fund amounts suf-
ficient to pay the principal of, redemption premium, if any, and
interest on the Refunded Bonds coming due, as specified below and
in Schedule C hereof.
The 1986 Refunded Bonds maturing on or prior to September 1,
, shall be paid on their respective maturity dates and the 1986
Refunded Bonds maturing after September 1, , shall be called
for redemption on September 1, at a redemption price of % .
The 1987 Refunded Bonds maturing on or prior to September 1,
shall be paid on their respective maturity dates and the 1987
Refunded Bonds maturing after September 1, , shall be called
for redemption on September 1, at a redemption price of %.
The City and the Escrow Agent agree to cause the registrar for the
Refunded Bonds to send notice of redemption with respect to the
Refunded Bonds to be redeemed prior to maturity in accordance with
the provisions of the City resolutions under which the Refunded
Bonds were issued.
Section 2 . 7 Escrow Deposit Trust Fund Constitutes Trust
Fund. The Escrow Deposit Trust Fund created and established
pursuant to this Agreement shall be and constitutes a trust fund
for the purposes provided in this Agreement and shall be kept
separate and distinct from all other funds of the City and of the
Escrow Agent and used only for the purposes and in the manner
provided in this Agreement.
Section 2 . 8 Transfer of Funds After All Payments Required
by this Agreement are Made. After all of the transfers by the
Escrow Agent for payment of the principal of, redemption premium,
if any, and interest on the Refunded Bonds provided in Schedule C
have been made, all remaining moneys and securities, together with
any income and interest thereon, in the Escrow Deposit Trust Fund
shall be returned to the City and used to pay the principal of and
interest on the Bonds; provided, however, that no such transfers
(except transfers made in accordance with Section 2 . 5 hereof) shall
be made until all of the principal of and interest on the Refunded
Bonds have been paid.
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ARTICLE 3
CONCERNING THE ESCROW AGENT
Section 3 . 1 Duties of Escrow Agent. The Escrow Agent shall
have no duties or responsibilities whatsoever except such duties
and responsibilities as are specifically set forth in this
Agreement, and no covenant or obligation shall be implied in this
Agreement against the Escrow Agent.
Section 3 . 2 Liability of Escrow Agent.
3 . 2 . 1 The Escrow Agent shall not be liable for the
accuracy of the calculations as to the sufficiency of moneys and
of the principal amount of the securities and the earnings thereon
to pay the Refunded Bonds. So long as the Escrow Agent applies any
moneys, securities and interest earnings therefrom to pay the
Refunded Bonds when and as provided herein, and complies fully with
the terms of this Agreement, the Escrow Agent shall not be liable
for any deficiencies in the amounts necessary to pay the Refunded
Bonds caused by such calculations.
3 . 2 . 2 The Escrow Agent shall have no lien, security
interest or right of set-off whatsoever upon any of the moneys or
investments in the Escrow Deposit Trust Fund for the payment of
fees or expenses for services rendered by the Escrow Agent under
this Agreement.
3 . 2 . 3 The Escrow Agent shall not be liable for any
loss or damage in tort, contract or otherwise, including counsel
fees and expenses, resulting from or in connection with the execu-
tion and delivery of this Agreement, the establishment of the
Escrow Deposit Trust Fund, the retention of the Government Obliga-
tions or the proceeds thereof or any payment, transfer or other
application of moneys by the Escrow Agent in accordance with the
provisions of this Agreement or by reason of any other action,
omission or error hereunder, except for any loss or damage arising
out of its own bad faith, gross negligence or willful misconduct.
Without limiting the generality of the foregoing, the Escrow Agent
shall not be liable for any action taken or omitted in reliance on
any notice, direction, consent, certificate, affidavit, statement,
designation or other paper or document reasonably believed by it
to be genuine and to have been duly and properly signed or pre-
sented to it by the City.
3 . 2 . 4 Notwithstanding any other provision elsewhere
contained in this Agreement, the Escrow Agent is acting solely as
agent of the City and does not assume any obligation or relation-
ship of agency or trust for or with any owners or holders of Bonds.
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Section 3 . 3 Fees, Expenses and Indemnification.
3 . 3 . 1 The City shall pay to the Escrow Agent for its
performance hereunder: (a) such compensation as may mutually be
agreed upon in writing; and (b) its reasonable out-of-pocket
expenses (including counsel fees and expenses) incurred in connec-
tion with this Agreement as may mutually be agreed upon in writing.
3 . 3 . 2 To the extent permitted by law, the City shall
indemnify and exonerate, save and hold harmless the Escrow Agent
from and against any and all claims, demands, expenses (including
counsel fees and expenses) and liabilities of any and every nature
which the Escrow Agent may sustain or incur or which may be
asserted against the Escrow Agent as a result of any action taken
or omitted by the Escrow Agent hereunder without bad faith, gross
negligence or willful misconduct. At any time, the Escrow Agent may
apply to the City for written instructions with respect to any
matter arising under this Agreement and shall be fully protected
in acting in accordance with such instructions. In addition, the
Escrow Agent may, as reasonably necessary and with prior written
notice to the City, consult counsel to the City or its own counsel,
at the expense of the City, and shall be fully protected with
respect to any action taken or omitted in good faith in accordance
with such advice or opinion of counsel to the City or its own
counsel .
Section 3 . 4 Permitted Acts. The Escrow Agent and its
affiliates may become the owner of or may deal in the Bonds as
fully and with the same rights as if it were not the Escrow Agent.
ARTICLE 4
MISCELLANEOUS
Section 4 . 1 Amendments to this Agreement. This Agreement
is made for the benefit of the City and the holders from time to
time of the Refunded Bonds and it shall not be repealed, revoked,
altered or amended without the written consent of all such holders,
the Escrow Agent and the City; provided, however, that the City and
the Escrow Agent may, without the consent of, or notice to, such
holders, enter into such agreements supplemental to this Agreement
as shall not adversely affect the rights of such holders and shall
not be inconsistent with the terms and provisions of this Agree-
ment, for any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission
in this Agreement; and
(b) to grant to or confer upon the Escrow Agent for the
benefit of the holders of the Refunded Bonds any additional
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rights, remedies or powers that may lawfully be granted to or
conferred upon the Escrow Agent.
The Escrow Agent shall be entitled to rely upon an unqualified
opinion of a nationally recognized counsel in the field of law
relating to municipal bonds with respect to compliance with this
Section.
Section 4 . 2 Severability. If any one or more of the
covenants or agreements provided in this Agreement on the part of
the City or the Escrow Agent to be performed should be determined
by a court of competent jurisdiction to be contrary to law, such
covenant or agreement shall be deemed and construed to be severable
from the remaining covenants and agreements herein contained and
shall in no way affect the validity of the remaining provisions of
this Agreement.
Section 4 . 3 Agreement Binding. All the covenants, promises
and agreements in this Agreement contained by or on behalf of the
City or by or on behalf of the Escrow Agent shall bind and inure
to the benefit of their respective successors and assigns, whether
so expressed or not.
Section 4 . 4 Termination, Resignation and Removal of Escrow
Agent.
4 . 4 . 1 This Agreement shall terminate when all
transfers and payments required to be made by the Escrow Agent
under the provisions hereof shall have been made. The provisions
of Sections 3 . 2 and 3 . 3 of this Agreement shall survive the
termination of this Agreement.
4 . 4 . 2 The Escrow Agent may evidence its intent to
resign by giving written notice to the City. Such resignation
shall take effect only upon delivery of the Trust Estate to a
successor Escrow Agent designated in writing by the City, and the
Escrow Agent shall thereupon be discharged from all obligations
under this Agreement and shall have no further duties or
responsibilities in connection herewith. The Escrow Agent shall
deliver the Trust Estate without unreasonable delay after receiving
the City' s designation of a successor Escrow Agent and upon payment
of all of its fees and expenses.
4 . 4 . 3 The City may evidence its intent to remove the
Escrow Agent by giving written notice to the Escrow Agent. Such
removal shall take effect only upon delivery of the Trust Estate
to a successor Escrow Agent designated in writing by the City, and
the Escrow Agent shall thereupon be discharged from all obligations
under this Agreement and shall have no further duties or
responsibilities in connection herewith. The Escrow Agent shall
deliver the Trust Estate without unreasonable delay after receiving
- 9 -
the City' s designation of a successor Escrow Agent and upon payment
of all of its fees and expenses.
4 . 4 . 4 If after thirty (3 0) days from the date of
delivery of its written notice of intent to resign or of the City' s
notice of intent to remove, the Escrow Agent has not received a
written designation of a successor Escrow Agent, the Escrow Agent' s
sole responsibility shall be in its sole discretion either to
retain custody of the Trust Estate and apply the Trust Estate in
accordance with this Agreement without any obligation to reinvest
any part of the Trust Estate until it receives such designation,
or to apply to a court of competent jurisdiction for the
appointment of a successor Escrow Agent and after such appointment
to have no further duties or responsibilities in connection
herewith.
Section 4 . 5 Execution by Counterparts. This Agreement may
be executed in several counterparts, all or any of which shall be
regarded for all purposes as one original and shall constitute and
be but one and the same instrument.
Section 4 . 6 Notices. Any notice, instruction, request for
instructions or other instrument in writing authorized or required
by this Agreement to be given to either party shall be deemed given
if addressed and mailed certified mail to it at its offices at the
address set forth below, or at such other place as such party may
from time to time designate in writing:
(a) if to the City, at:
City of Miami Beach, Florida
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Finance Director
(b) if to the Escrow Agent, at:
Section 4 . 7 Publication of Notice of Refunding. The Escrow
Agent shall, as soon hereafter as practicable, but in any event
within thirty (3 0) days after delivery of the Bonds, cause a copy
of the notice attached hereto as Schedule D to be published, at the
expense of the City, one time in a financial journal or newspaper
of national circulation published in the Borough of Manhattan, City
of New York, New York, and in a newspaper of general circulation
in Dade County, Florida. The City shall cause a copy of such no-
tice to be mailed, first class postage prepaid by the registrar for
the Refunded Bonds to the registered owners of the Refunded Bonds
at their addresses on the registration books of such registrar.
- 10 -
• a
Section 4 . 8 Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of
Florida.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed by its duly authorized officers and its
corporate seal to be hereunto affixed and attested as of the date
first above written.
(SEAL) CITY OF MIAMI BEACH, FLORIDA
ATTEST: By:
Mayor
City Clerk
(SEAL)
ATTEST: BARNETT BANKS TRUST COMPANY, N.A. ,
as Escrow Agent
By:
Title Title
- 11 -
t • I
STATE OF FLORIDA )
SS:
COUNTY OF DADE )
On the day of , in the year 1992 , before me per-
sonally came Seymour Gelber, to me known, who, being by me duly
sworn, did depose and say that he resides in the City of Miami
Beach, Dade County, Florida; that he is the Mayor of the City of
Miami Beach, Florida; that he knows the seal thereof; that the seal
affixed to said instrument is the seal of said City; that it was
so affixed by order of City Commission of said City; and that he
signed his name thereto by like order.
NOTARY PUBLIC, STATE OF FLORIDA
NOTARY PUBLIC
SEAL OF OFFICE:
(Name of Notary Public, Print, Stamp or Type as Commissioned.)
❑ Personally known to me, or
❑ Produced identification:
(Type of Identifi-
cation Produced)
❑ DID take an oath, or 0 DID NOT take an oath.
— 12 -
I
d
STATE OF FLORIDA )
SS:
COUNTY OF DADE )
On the day of , in the year 1992 , before me
personally came , to me known, who, being by me
duly sworn, did depose and say that [he] [she] resides in
, Florida; that [he] [she] is a
of Barnett Banks Trust Company, N.A. , the banking corporation
described in and which executed the above instrument; that [he]
[she] knows the seal of said corporation; that the seal affixed to
said instrument is the corporate seal of said corporation; that it
was so affixed by commission of the Board of Directors of said
corporation; and that [he] [she] signed [his] [her] name thereto
by like commission.
NOTARY PUBLIC, STATE OF FLORIDA
NOTARY PUBLIC
SEAL OF OFFICE:
(Name of Notary Public, Print, Stamp or Type as Commissioned.)
❑ Personally known to me, or
❑ Produced identification:
(Type of Identifi-
cation Produced)
❑ DID take an oath, or ❑ DID NOT take an oath.
- 13 -
SCHEDULE A
REFUNDED BONDS
City of Miami Beach, Florida, General Obligation Refunding
Bonds, Series 1986.
Principal Interest Maturity
Amount Rate Date
City of Miami Beach, Florida, General Obligation Refunding
Bonds, Series 1987A.
Principal Interest Maturity
Amount Rate Date
A - 1
T -
agpu agpQ aoT.zd .unouty saTgT.znoaS
gsaJaqui Agt,zngPyl asptgoand TEdzouz.zd •h,AOD 'S'11
SQSSOO2Id U&OB dO INaWJISaAMI
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SCHEDULE C
SCHEDULE OF PAYMENTS
ON REFUNDED BONDS
City of Miami Beach, Florida, General Obligation Refunding
Bonds, Series 1986.
Principal Call Payment
Amount Interest Premium Date
City of Miami Beach, Florida, General Obligation Refunding
Bonds, Series 1987A.
Principal Call Payment
Amount Interest Premium Date
C - 1
1
SCHEDULE D
NOTICE OF REFUNDING
City of Miami Beach, Florida, General Obligation Refunding
Bonds, Series 19 .
Dated 1, 19
Maturing on September 1 in the years through
NOTICE IS HEREBY GIVEN to the holders of the outstanding
General Obligation Refunding Bonds, Series 19 , maturing on
September 1 of the years through of City of Miami Beach,
Florida that said bonds in the aggregate outstanding principal
amount of $ have been legally defeased by depositing in
irrevocable escrow securities the principal of and interest on
which will be sufficient to pay the principal of and interest on
such Bonds up to September 1, and to pay the principal of,
interest on and redemption premium with respect to such Bonds
maturing after September 1, upon the optional redemption
thereof on September 1,
This notice does not constitute a notice of redemption and no
bonds should be delivered to the City of Miami Beach, Florida or
its paying agents as a result of this publication.
Dated this day of , 1992 .
CITY OF MIAMI BEACH, FLORIDA
By: Barnett Banks Trust Company,
N.A. , as Escrow Agent
By:
08/27/92\JLO\MBCTY.EDA
D - 1
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c ,
EXHIBIT "A"
FORM OF BOND PURCHASE AGREEMENT
A-1
t 1
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EXHIBIT "B"
FORM OF ESCROW DEPOSIT AGREEMENT
B-1
V ,
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t •
EXHIBIT "C"
FORM OF PRELIMINARY OFFICIAL STATEMENT
08/27/92\JLO\NBCH92GO.RSO
C-1
MAYOR' S CERTIFICATE
I, ABE RESNICK, Vice Mayor of the City of Miami Beach, Florida
(the "City" ) , DO HEREBY CERTIFY that:
1 . On September 2 , 1992, the City Commission (the
"Commission" ) of the City adopted Resolution No. 92-20582 (the
"Resolution" ) authorizing the issuance of the City' s General
Obligation Refunding Bonds, Series 1992 in an aggregate principal
amount not to exceed $65, 000 , 000 (the "Bonds" ) for the purposes set
forth therein, providing certain details with respect to the Bonds
and delegating, based upon the recommendations of the Financial
Advisor (as defined in the Resolution) and subject to the limita-
tions contained in the Resolution, certain matters to the Mayor, or
in his absence or inability to perform, the Vice Mayor, in connec-
tion with the issuance of the Bonds as evidenced by a Mayor' s
Certificate.
2 . All terms used herein in capitalized form and not defined
are as defined in the Resolution.
3 . Pursuant to the authorization contained in the Resolution
and the recommendations of the Financial Advisor, the Bonds are
hereby directed to be issued by the City and awarded to the Ori-
ginal Purchasers upon compliance with the conditions contained the
Resolution and the Bond Purchase Agreement and payment of the pur-
chase price thereof.
4 . The Bonds shall be issued in the aggregate principal
amount of $54, 360, 000, shall be dated as of January 1, 1993 , shall
be numbered R-1 and upwards, shall bear interest from their dated
date payable semiannually on March 1 and September 1 of each year,
commencing March 1, 1993 , and shall consist of serial Bonds
maturing on September 1 of the years and bearing interest at the
rates set forth in Schedule A attached hereto.
5 . The Bonds shall not be subject to redemption prior to
maturity.
6 . Payment of the principal of and interest on the Bonds
shall be guaranteed by a municipal bond new issue insurance policy
(the "Bond Insurance Policy" ) to be issued by Financial Guaranty
Insurance Company (the "Bond Insurer" ) and the City is hereby
authorized to pay the premium and all other costs due in connection
with the issuance of the Bond Insurance Policy by the Bond Insurer
and to execute any and all documents necessary for the issuance of
the Bond Insurance Policy by the Bond Insurer.
7 . The Refunded Bonds shall consist of the 1986 Bonds
maturing in the years 1993 through 1999 aggregating $20, 705, 000 in
principal amount (the "1986 Refunded Bonds" ) and the 1987A Bonds
CTN\Rf1MIL\81937.1\01/14/93
maturing in the years 1993 through 2002 (the "1987A Refunded
Bonds" ) aggregating $28, 935, 000 in principal amount . The 1986
Refunded Bonds maturing on and after September 1, 1996 shall be
called for optional redemption prior to maturity on September 1,
1995 at a redemption price of 102'5 of the principal amount thereof
plus accrued interest to such date and the 1987A Refunded Bonds
maturing on and after September 1, 1997 shall be called for
optional redemption prior to maturity on September 1, 1996 at a
redemption price of 102 of the principal amount thereof plus
accrued interest to such date.
8 . The purchase price to be paid by the Original Purchasers
for the Bonds to the City shall be $53, 769 , 181.55 (consisting of
$54, 360, 000 principal amount of Bonds less original issue discount
of $251, 068 .45 and underwriting discount of $339, 750) plus accrued
interest from January 1, 1993 . The purchase price on the Bonds
shall be paid in the manner provided in the Bond Purchase Agreement
at closing.
9 . The underwriting discount for the Bonds is 0 . 625 .
WITNESS MY HAND and the official seal of the City this 15th
day of January, 1993 .
62E-1-
[SEAL]
ABE RESNICK, VICE MAYOR
CITY OF MIAMI BEACH, FLORIDA
FORM APPROVED
LE iL DEPT.
-400"
Date
GTH\REITERL\11937.1\01/14/93
r
SCHEDULE A
MATURITY DATE PRINCIPAL INTEREST
SEPTEMBER 1, AMOUNT RATE
1993 $3 , 005, 000 3 .30%
1994 2 , 815, 000 3 . 30
1995 3 , 985, 000 4 . 00
1996 4, 620, 000 4 .25
1997 5, 430, 000 4 .50
1998 7, 620, 000 4 . 75
1999 7, 660, 000 5 . 00
2000 5, 890, 000 5 . 00
2001 4, 450, 000 5 . 10
2002 2 , 545, 000 5 .25
2003 6, 340, 000 5 . 30
C7Mf.Ef!'[£iS'l\Y'137.lti0:f f�,/93
$54 , 360, 000
CITY OF MIAMI BEACH, FLORIDA
GENERAL OBLIGATION REFUNDING BONDS
SERIES 1992
BOND PURCHASE AGREEMENT
January 15, 1993
City of Miami Beach, Florida
c/o City Commission
Commissioners:
Kidder Peabody & Co. , Incorporated (the "Managing
Underwriter" and "Representative") , AIBC Investment Services
Corp. , Howard Gary & Company, William R. Hough & Co. , and
Shearson Lehman Brothers, Inc. (collectively, the
"Underwriters") hereby offer to enter into the following
agreement with you (the "City") , which, upon acceptance of this
offer by the City, will be binding upon the City and the
Underwriters. This offer is made subject to acceptance by the
City by execution of this Bond Purchase Agreement and its
delivery to the Underwriters prior to 5: 00 P.M. , Eastern
Standard Time, on the date hereof, and if not so accepted, will
be subject to withdrawal by the Underwriters upon notice to the
City at any time prior to acceptance hereof by the City. All
capitalized terms used in this Bond Purchase Agreement and not
otherwise defined herein shall, except as otherwise stated
herein, have the meanings ascribed to such terms in the Bond
Resolution defined below.
1. PURCHASE AND SALE OF BONDS.
(a) Subject to the terms and conditions and upon
the basis of the representations, warranties and covenants
hereinafter set forth, the Underwriters hereby agree to purchase
from the City, and the City hereby agrees to sell to the
Underwriters, all (but not less than all) of the City's
$54, 360, 000 aggregate principal amount of General Obligation
Refunding Bonds, Series 1992 , (the "Bonds") dated as of January
1, 1993 , at the aggregate purchase price of $53 ,769, 181. 55
(which includes Original Issue Discount of $251, 068 . 45 and
Underwriters' Discount of $339,750. 00) plus accrued interest on
the Bonds from January 1, 1993 to the Closing Date (as
hereinafter defined) .
(b) The Bonds shall be secured by and shall be as
described in a resolution of the City adopted September 2 , 1992
(the "Bond Resolution") .
•
The Bonds shall have the maturities and bear interest at the
rates set forth in Exhibit C attached hereto. The Bonds shall
not be subject to redemption prior to maturity. The City hereby
ratifies the use by the Underwriters of the Preliminary Official
Statement dated January 14, 1993 (the "Preliminary Official
Statement") in the sale of the Bonds and hereby authorizes the
use by the Underwriters of (i) the Bond Resolution and (ii) an
Official Statement, to be dated the date hereof, relating to the
sale of the Bonds (the "Official Statement") , the form of which
shall be substantially in the form of the Preliminary Official
Statement with such changes therein as the Mayor (or in his
absence, the Vice Mayor) shall have approved in accordance with
the provisions of the Bond Resolution. The financial disclosure
required to be provided to the City pursuant to Section 218 . 385,
Florida Statutes, is attached hereto as Exhibit B.
(c) At the time of the City's acceptance of this
Bond Purchase Agreement (or as soon as reasonably practicable
thereafter but no later than the Closing) , the City shall
deliver to the Underwriters (i) a certified copy of the Bond
Resolution, and (ii) a copy of the Official Statement manually
signed on behalf of the City by the Mayor and City Manager of
the City. Upon receipt by the Underwriters of this Bond
Purchase Agreement, duly executed and delivered by the City, the
Underwriters agree to make a bona fide public offering of the
Bonds at the initial offering prices set forth on the cover page
of the Official Statement.
(d) The City agrees not to supplement or amend or
cause to be supplemented or amended the Bond Resolution or the
Official Statement, at any time prior to the Closing Date,
without the consent of the Underwriters.
(e) The City agrees to deliver to the
Underwriters, in form reasonably satisfactory to the
Underwriters, such reasonable quantities of the Official
Statement and the Bond Resolution as the Underwriters may
request for use in connection with the offering and sale of the
Bonds and to permit the Underwriters to comply with Rule 15c2-12
of the Securities and Exchange Commission (the "Rule") under the
Securities Exchange Act of 1934, as amended, and the rules of
the Municipal Securities Rulemaking Board. The City hereby
deems the Preliminary Official Statement final as of its date
for purposes of the Rule.
The Underwriters agree to file the Official
Statement with at least two Nationally Recognized Municipal
Securities Information Repositories ("NRMSIR") which have been
so designated by the Securities and Exchange Commission pursuant
to the Rule not later than two business days after the Closing
(as hereinafter defined) , and will furnish a list of the names
and addresses of each NRMSIR receiving a copy to the City. The
filing of the Official Statement with each NRMSIR shall be in
-2-
accordance with the terms and conditions applicable to such
NRMSIR. The City hereby agrees and covenants to furnish ongoing
reports and information to the Underwriters as are or may become
customary in the industry for municipal obligations similar to
the Bonds, and specifically to furnish to the Underwriters a
copy of the City's audited financial statements. The City
further hereby agrees and covenants to furnish to the
Underwriters such other information as becomes available from
time to time as would have been included in the Official
Statement had the information been known at the time of the
preparation thereof or if the event from which the information
arises had occurred. The obligations of the City contained in
this paragraph shall terminate 25 days after the notice
described in the following paragraph is received by the City,
but in no event later than 90 days after the Closing Date.
The Underwriters shall give notice to the
City on the date which is one day after the "end of the
underwriting period, " as such term is defined in the Rule that
such period has ended, and the date after which the Underwriters
no longer remain obligated to deliver Official Statements
pursuant to paragraph (b) (4) of the Rule.
(f) If, prior to the end of the underwriting
period as described above, any event known to the City relating
to or affecting the City, the Bond Resolution, or the Bonds
shall occur which might affect the correctness or completeness
of any statement of a material fact contained in the Official
Statement, the City will promptly notify the Underwriters in
writing of the circumstances and details of such event. If, as
a result of such event or any other event, it is necessary, in
the opinion of Bond Counsel or Counsel to the Underwriters, to
amend or supplement the Official Statement in order to state any
material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were
made, not misleading and any such Counsel shall have so advised
the City, the City will forthwith prepare and furnish to the
Underwriters a reasonable number of copies of an amendment of or
a supplement to such Official Statement, in form and substance
satisfactory to the Underwriters, which will so amend or
supplement such Official Statement so that, as amended or
supplemented, it will not contain any untrue statement of a
material fact or omit to state any material fact necessary in
order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.
(g) The Managing Underwriter has been duly
authorized to execute this Bond Purchase Agreement on behalf of
all the Underwriters.
-3-
2 . GOOD FAITH DEPOSIT. The City hereby acknowledges
receipt of check in the amount of $500, 000, and the City agrees
to hold the check uncashed as security for the performance by
the Underwriters of their obligation to accept and pay for the
Bonds at the Closing in accordance with the provisions of this
Bond Purchase Agreement. Upon compliance by the Underwriters
with such obligation, such check shall be returned to the
Underwriters at the Closing. No interest shall be payable by
the City to the Underwriters on such amount. If the City does
not accept this offer, such check shall be immediately returned
to the Underwriters. In the event of the City's failure to
deliver the Bonds at the Closing, or if the City shall be unable
at or prior to the Closing to satisfy the conditions to the
obligations of the Underwriters contained herein, or if the
obligations of the Underwriters shall be terminated for any
reason permitted by this Bond Purchase Agreement, such check
shall be immediately returned to the Underwriters. If the
Underwriters fail (other than for a reason permitted hereunder)
to accept and pay for the Bonds upon tender thereof by the City
at the Closing as herein provided, such check may be cashed and
the proceeds shall be retained by the City as and for full
liquidated damages for such failure and for any and all defaults
hereunder on the part of the Underwriters, and the retention of
such funds shall constitute a full release and discharge of all
claims, rights and damages for such failure and for any and all
such defaults.
3 . CLOSING. Before 12: 00 Noon, Eastern Standard
Time, on January 26, 1993, or at such other time or on such
earlier or later date as shall have been mutually agreed upon by
the City and the Underwriters, the City will deliver, or cause
to be delivered, to The Depository Trust Company, New York, New
York ("DTC") on behalf of the Underwriters, the Bonds, duly
executed and authenticated on the City's behalf, and to the
Underwriters the other documents hereinafter mentioned; and the
Underwriters will accept such delivery and pay the purchase
price of the Bonds (plus accrued interest) as set forth in
Section 1 hereof in immediately available funds. Simultaneously
with the delivery of the Bonds, the City shall return the good
faith check described in Section 2 hereof to the Underwriters.
Payment for and delivery of the Bonds as aforesaid shall be made
at such place as shall be agreed upon between the City and the
Underwriters. Such payment and delivery is herein called the
"Closing" and the date of the Closing is herein called the
"Closing Date. "
Upon the issuance of the Bonds, one registered
Bond without coupons for each maturity of the Bonds will be
registered in the name of Cede & Co. , as nominee for DTC.
4 . REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE
CITY. The City by its acceptance hereof, represents, warrants
and covenants to each of the Underwriters that:
-4-
(a) The City is and will be on the Closing Date a
political subdivision of the State of Florida duly organized and
validly existing under the Constitution and laws of the State of
Florida.
(b) The City has the full right, power and
authority to levy and collect an ad valorem tax without
limitation as to rate or amount, on all taxable property within
the corporate limits of the City, in accordance with, and
subject to the limitations of, the Bond Resolution, and to
pledge the full faith, credit and taxing power of the City to
the punctual payment of the principal of, interest on and
redemption premium, if any, with respect to the Bonds in the
manner described in, and subject to the limitations of, the Bond
Resolution.
(c) The City has and had, as the case may be,
full legal right, power and authority (i) to adopt the Bond
Resolution, (ii) to execute and deliver this Bond Purchase
Agreement, (iii) to issue, sell and deliver the Bonds to the
Underwriters as provided in this Bond Purchase Agreement, and
(iv) to carry out and consummate all other transactions
contemplated by the aforesaid instruments, and the City has
complied or will have complied as of the Closing Date with all
provisions of applicable law in all matters relating to such
transactions.
(d) The City has duly authorized, approved,
adopted and enacted, as the case may be, (i) the Bond
Resolution, (ii) the execution, delivery and performance of this
Bond Purchase Agreement and the Bonds (iii) the execution,
delivery and distribution of the Official Statement, and
(iv) the taking of any and all such action as may be required on
the part of the City to carry out, give effect to and consummate
the transactions contemplated by the aforesaid instruments.
(e) The Bond Resolution and this Bond Purchase
Agreement, when executed and delivered by the parties hereto,
will constitute the legal, valid and binding obligations of the
City enforceable against the City in accordance with their
respective terms, except as the enforcement thereof may be
limited by bankruptcy, insolvency, moratorium or other laws
affecting creditors' rights and by judicial application of
general principles of equity.
(f) The City will at the Closing be in compliance
in all respects with the Bond Resolution.
(g) When delivered to and paid for by the
Underwriters at the Closing in accordance with the provisions of
this Bond Purchase Agreement, the Bonds will be duly authorized,
executed, issued and delivered and will constitute legal, valid
and binding obligations of the City enforceable against the City
-5-
in accordance with their terms and the terms of the Bond
Resolution, except as the enforcement thereof may be limited by
bankruptcy, insolvency, moratorium or other laws affecting
creditors' rights and by judicial application of general
principles of equity.
(h) At the Closing, all approvals, consents and
orders of and filings with any governmental authority or agency
which would constitute a condition precedent to the issuance of
the Bonds or the execution and delivery of or the performance by
the City of its obligations under the Bond Resolution, this Bond
Purchase Agreement, the Escrow Deposit Agreement, dated as of
January 1, 1993 (the "Escrow Deposit Agreement") , by and between
the City and Barnett Banks Trust Company, N.A. , Jacksonville,
Florida (the "Escrow Agent") , or the Bonds will have been
obtained or made, and any consents, approvals and orders so
received or filings so made will be in full force and effect;
provided, however, that no representation is made concerning
compliance with the registration requirements of the federal
securities laws or the securities or Blue Sky laws of the
various states.
(i) The City is not in material breach or
material default under any applicable constitutional provision,
law or administrative regulation of the State of Florida or the
United States or any applicable judgment or material resolution,
material agreement, or other material instrument to which the
City is a party or to which the City or any of its property or
assets are otherwise subject, and no event has occurred and is
continuing which with the passage of time or the giving of
notice, or both, would constitute a default or event of default
under any such instrument; and the adoption and performance by
the City of the Bond Resolution, and the authorization,
execution, delivery and performance of this Bond Purchase
Agreement, the Escrow Deposit Agreement, the Bonds and any other
agreement or instrument to which the City is a party, used or
contemplated for use in consummation of the transactions
contemplated hereby or by the Official Statement, and compliance
with the provisions of each such instrument, do not and will not
conflict with, or constitute or result in a violation or breach
of or a default under, the Constitution of the State of Florida,
or, to the best knowledge of the City, any existing law,
administrative regulation, rule, decree or order, state or
federal, or material provision of any agreement, indenture,
mortgage, lease, note or other instrument to which the City or
its properties or any of the officers of the City as such is
subject or, to the best knowledge of the City, result in the
creation or imposition of any prohibited lien, charge or
encumbrance of any nature whatsoever upon any of the revenues,
property or assets of the City under the terms of the
Constitution of the State of Florida or any law, instrument or
agreement.
-6-
•
(j ) Since December 31, 1975, the City has never
been in default as to principal or interest with respect to any
obligation it has issued or guaranteed.
(k) The description of the Bonds and the Bond
Resolution in the Official Statement conform in all material
respects to the Bonds and the Bond Resolution.
(1) As of the date thereof, the Preliminary
Official Statement did not contain any untrue statement of a
material fact or omit to state a material fact necessary to make
the statements therein, in light of the circumstances under
which they were made, not misleading.
(m) The Official Statement does not contain any
untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were
made, not misleading; provided, however, that the City makes no
representations or warranties as to information contained in or
omitted from the Official Statement or any amendment or
supplement thereto in reliance upon information furnished to the
City in writing by or on behalf of the Underwriters or Financial
Guaranty Insurance Company (the "Insurer") expressly for use in
connection with the preparation thereof.
(n) Between the time of the acceptance hereof by
the City and the Closing, except as reflected in or contemplated
by the Official Statement, there will not have been any adverse
change of a material nature in the financial position of the
City.
(o) If the Official Statement is supplemented or
amended, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended to such
paragraph) at all time subsequent thereto up to and including
the Closing Date, the Official Statement as so supplemented or
amended will not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances in which
they were made, not misleading.
(p) The City will diligently cooperate with the
Underwriters, at the Underwriters' expense, to qualify the Bonds
for offer and sale and to determine the eligibility of the Bonds
for investment under the laws of such states as the Underwriters
may request; provided that in no event shall the City be
obligated to take any action which could subject it to general
service of process in any state where it is not now so subject.
It is understood that the City is not responsible for compliance
with or the consequences of failure to comply with applicable
Blue Sky laws.
-7-
(q) Other than as described in the Official
Statement, as of the date hereof, there is no action, suit,
proceeding, inquiry or investigation, at law or in equity, or
before or by any court, public board or body pending against or,
to the best knowledge of the City, either threatened against or
affecting the City (or to the best knowledge of the City any
basis therefor) or any of the officers of the City in their
respective capacities as such, wherein an unfavorable decision,
ruling or finding could, in any way, materially adversely affect
(i) the transactions contemplated by this Bond Purchase
Agreement or by the Official Statement, or (ii) the validity or
enforceability of the Bonds, the Bond Resolution, this Bond
Purchase Agreement, the Escrow Deposit Agreement, or any other
agreement or instrument to which the City is a party, used or
contemplated for use in consummation of the transactions
contemplated hereby, or (iii) the exclusion from gross income
for federal income taxation purposes of the interest on the
Bonds.
(r) The City will not take or omit to take any
action which action or omission would adversely affect the
exclusion from gross income for purposes of taxation of the
interest on the Bonds under the Internal Revenue Code of 1986,
as amended.
(s) Any certificate signed by any official of the
City and delivered to the Underwriters shall be deemed to be a
representation and warranty by the City to each of the
Underwriters as to the statements made therein.
5. CONDITIONS OF CLOSING. The obligations of the
Underwriters hereunder shall be subject to the performance by
the City of its obligations to be performed hereunder at or
prior to the Closing, to the accuracy of and compliance with the
representations, warranties and covenants of the City herein, in
each case as of the time of delivery of this Bond Purchase
Agreement and as of the Closing, and are also subject, in the
discretion of the Underwriters, to the following further
conditions:
(a) At the Closing, (i) the Bond Resolution shall
be in full force and effect and shall not have been amended,
modified or supplemented, except as may have been agreed to in
writing by the Underwriters, and the City shall have executed
and there shall be in full force and effect such additional
agreements, and there shall have been taken in connection with
the issuance of the Bonds all such action as shall, in the
opinion of Bond Counsel and Counsel to the Underwriters, be
necessary in connection with the transactions contemplated
hereby, (ii) the Bonds shall have been duly authorized,
executed, authenticated, and delivered, (iii) the Official
Statement shall not have been amended, modified or supplemented,
except as may have been agreed to by the Underwriters, and (iv)
-8-
the City shall perform or have performed all of its obligations
under or specified in this Bond Purchase Agreement and the Bond
Resolution to be performed at or prior to the Closing.
(b) At the Closing, the Underwriters shall
receive the opinion of the City Attorney, dated the Closing
Date, in substantially the form attached hereto as Exhibit "A" .
(c) At the Closing, the Underwriters shall
receive the final unqualified approving opinion of Greenberg,
Traurig, Hoffman, Lipoff, Rosen & Quentel, P.A. , Bond Counsel,
dated the Closing Date, in substantially the form attached to
the Official Statement as Appendix D, together with a letter of
such counsel, dated the Closing Date and addressed to the
Underwriters to the effect that said opinion addressed to the
City may be relied upon by the Underwriters to the same extent
as if such opinion were addressed to them.
(d) At the Closing, the Underwriters shall
receive the opinion of Steel Hector & Davis, Counsel to the
Underwriters, dated the Closing Date, to the effect that,
(i) with respect to the information in the Official Statement
and based upon said firm's participation in the preparation of
the Official Statement as Counsel to the Underwriters, and
without having undertaken to determine independently the
accuracy or completeness of the contents of the Official
Statement, said firm has no reason to believe that the Official
Statement (except for the financial and statistical data
contained therein, as well as the information relating to the
Insurer, as to which no view need be expressed) contains an
untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under
which they were made, not misleading, and (ii) the Bonds are
exempt from registration under the Securities Act of 1933 , as
amended and (iii) the Bond Resolution is exempt from
qualification under the Trust Indenture Act of 1939 , as amended.
(e) At the Closing, the Underwriters shall
receive a certificate, dated the Closing Date, signed by the
Mayor or Vice Mayor of the City on behalf of the City to the
effect that, to the best of his or her knowledge and belief, no
litigation or other proceedings are pending or threatened in any
court or other tribunal, state or federal, (i) restraining or
enjoining or seeking to restrain or enjoin the issuance, sale,
execution or delivery of any of the Bonds, or (ii) in any way
questioning or affecting the validity of any provision of the
Bonds, the Bond Resolution, the Escrow Deposit Agreement, or
this Bond Purchase Agreement, or (iii) in any way questioning or
affecting the validity of any of the proceedings or authority
for the authorization, sale, execution or delivery of the Bonds,
or of any provision, program, or transactions made or authorized
for their payment, or (iv) questioning or affecting the
organization or existence of the City or the title of any of its
officers to their respective offices.
-9-
(f) At the Closing, the Underwriters shall
receive a certificate, dated the Closing Date, signed by the
Mayor or Vice Mayor of the City on behalf of the City, to the
effect that to the best of his or her knowledge and belief,
(i) the representations and warranties of the City herein
contained are true and accurate as of the Closing Date, (ii) the
City is presently in compliance with all agreements and has
satisfied all conditions on its part to be observed or satisfied
hereunder and under the Bond Resolution, at or prior to the
Closing, (iii) since the date as of which information is given
in the Official Statement and except as set forth therein, there
has not been any material adverse change in the condition,
financial or other, of the City, and (iv) the City has no
knowledge or reason to believe that the Official Statement as of
its date and as of the Closing Date makes any untrue statement
of a material fact or omits to state a material fact necessary
in order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.
(g) At the Closing, the Underwriters shall
receive a certificate dated the Closing Date, signed by the
Mayor or Vice Mayor of the City on behalf of the City that,
except as disclosed in the Official Statement, as of both
January 15, 1993 , and the date of Closing, neither the City of
Miami Beach nor any "guarantor" of any obligations of the City
of Miami Beach (within the meaning of Section 517 . 021, Florida
Statutes) are or ever have been since December 31, 1975 in
default as to the principal and interest with respect to (i) any
obligation issued by the City of Miami Beach which was
guaranteed by the guarantor or any successor to the guarantor or
(ii) any obligation issued by the City of Miami Beach pledging
revenues of the City of Miami Beach.
(h) At the Closing, the Underwriters shall
receive letters of Fitch Investors Service, Inc. , Moody's
Investors Service, Inc. and of Standard & Poor's Corporation, to
the effect that the Bonds have been assigned ratings no less
favorable than "AAA" , "Aaa" and "AAA", respectively, which
ratings shall be in effect as of the Closing Date.
(i) At the Closing, the City shall have received
the municipal bond insurance policy to be issued by the Insurer
as described in the Official Statement.
(j ) At the Closing, the Underwriters shall
receive such additional legal opinions, certificates (including
such certificates as may be required by regulations of the
Internal Revenue Service in order to establish the tax exempt
character of the Bonds, which certificates shall be satisfactory
in form and substance to Greenberg, Traurig, Hoffman, Lipo f f,
Rosen & Quentel, P.A. , as Bond Counsel) and other evidence as
the Underwriters or Bond Counsel or Counsel to the Underwriters
-10-
may reasonably deem necessary to evidence the truth or accuracy
as of the Closing of the representations and warranties of the
City herein contained and of the Official Statement and the due
performance and satisfaction by the City at or prior to such
time of all agreements then to be performed and all conditions
then to be satisfied by it.
(k) At the Closing, the Underwriters shall
receive a consent letter from Deloitte & Touche, Certified
Public Accountants, regarding the financial statements appearing
in the appendices of the Official Statement.
(1) At the Closing, the Underwriters shall
receive the opinion of counsel to the Insurer as to the validity
and due authorization of the insurance policy.
The opinions and certificates and other
evidence referred to above shall be in form and substance
reasonably satisfactory to the Underwriters.
If the City shall be unable to satisfy the
conditions to the obligations of the Underwriters contained in
this Bond Purchase Agreement, or if the obligations of the
Underwriters shall be terminated for any reason permitted by
this Bond Purchase Agreement, this Bond Purchase Agreement shall
terminate and neither the Underwriters nor the City shall be
under any further obligation hereunder, except as provided in
Section 7 hereof and except that the check referred to in
Section 2 hereof shall be returned to the Underwriters by the
City.
6. TERMINATION OF AGREEMENT. The Underwriters may
terminate this Bond Purchase Agreement, without liability
therefor, by notification to the City, if at any time subsequent
to the date of this Bond Purchase Agreement and at or prior to
the Closing;
(a) Legislation shall be enacted by the Congress
of the United States, or a bill introduced (by amendment or
otherwise) or favorably reported or passed by either the House
of Representatives or the Senate of the Congress of the United
States or any committee of the House or Senate, or a conference
committee of such House and Senate makes a report (or takes any
other action) , or a decision by a court of the United States or
the Tax Court of the United States shall be rendered, or a
ruling, regulation or fiscal action shall be issued or proposed
by or on behalf of the Treasury Department of the United States,
the Internal Revenue Service or other governmental agency with
respect to or having the purpose or effect of changing directly
or indirectly the federal income tax consequences of interest on
the Bonds in the hands of the holders thereof (including
imposition of a minimum federal tax which includes tax-exempt
interest in the calculation of such tax) , which adversely
affects the market price or the marketability of the Bonds.
-11-
(b) Any legislation, rule or regulation shall be
introduced in, or be enacted by any department or agency in the
State of Florida, or a decision by any court of competent
jurisdiction within the State of Florida shall be rendered which
materially affects the market for the Bonds or the sale, at the
contemplated offering prices, by the Underwriters of the Bonds
to be purchased by them.
(c) Any amendment to the Official Statement is
proposed by the City or deemed necessary by Bond Counsel or
Counsel to the Underwriters pursuant to Section 1 (f) hereof
which materially adversely affects the market for the Bonds or
the sale, at the contemplated offering prices, by the
Underwriters of the Bonds to be purchased by them.
(d) Any fact shall exist or any event shall have
occurred which makes the Official Statement, in the form as
originally approved by the Mayor (or in his absence, the Vice
Mayor) and City Manager of the City, contain an untrue statement
of a material fact or omit to state a material fact necessary in
order to make the statements made therein, in light of the
circumstances under which they were made, not misleading.
(e) There shall have occurred any outbreak or
escalation of hostilities or any national or international
calamity or crisis, financial or otherwise, including a general
suspension of trading on any national securities exchange which
materially adversely affects the market for the Bonds or the
sale, at the contemplated offering prices, by the Underwriters
of the Bonds to be purchased by them.
(f) Legislation shall be enacted or any action
shall be taken by, or on behalf of, the Securities and Exchange
Commission which has the effect of requiring the contemplated
distribution of the Bonds to be registered under the Securities
Act of 1933, or any laws analogous thereto relating to
governmental bodies, and compliance therewith cannot be
accomplished prior to the Closing.
(g) A general banking moratorium shall have been
declared by the United States, New York or Florida authorities
which materially adversely affects the market for the Bonds or
the sale, at the contemplated offering prices, by the
Underwriters of the Bonds to be purchased by them.
(h) Any national securities exchange, or any
governmental authority, shall impose, as to the Bonds or
obligations of the general character of the Bonds, any material
restrictions not now in force, or increase materially those now
in force, with respect to the extension of credit by, or the
charge to the net capital requirements of, the Underwriters.
-12-
•
•
(i) Any rating of the Bonds shall have been
downgraded or withdrawn by a national rating service, which in
the opinion of the Underwriters materially adversely affects the
market for the Bonds or the sale, at the contemplated offering
prices, by the Underwriters of the Bonds to be purchased by
them; or any proceeding shall be pending or threatened by the
Securities and Exchange Commission against the City.
(j ) The Insurer shall inform the City or the
Underwriters that it will not insure payment of the principal of
or interest on the Bonds as described in the Official Statement.
7 . EXPENSES.
(a) The City agrees to pay all expenses incident
to the performance of its obligations hereunder, including but
not limited to (i) the cost of the preparation, printing or
other reproduction of a reasonable number of copies of the
Preliminary Official Statement and the Official Statement,
(ii) charges made by rating agencies for the rating of the
Bonds, (iii) the cost of printing and signing the Bonds,
(iv) the fees and disbursements of Bond Counsel, and of any
other experts or consultants retained by the City, (v) the fees
and expenses of the personnel and staff of the City designated
to cooperate in the issuance and sale of the Bonds, (vi)
reasonable fees and expenses of the Registrar and Paying Agent
and their counsel and (vii) costs relating to the municipal bond
insurance policy issued by the Insurer.
(b) The Underwriters shall pay (i) the cost of
delivering the Bonds from New York, New York, to the purchasers
thereof, (ii) costs incurred in connection with the transfer of
fed funds, and (iii) all other expenses incurred by them or any
of them in connection with their offering and distribution of
the Bonds, including the fees and disbursements of Counsel to
the Underwriters.
(c) In the event that either the City or the
Underwriters shall have paid obligations of the other as set
forth in this Section 7 , adjustment shall be made to each party
at Closing.
8 . ESCROW AGREEMENT. The Representative hereby
agrees to sell the Federal Securities identified on Exhibit "D"
attached hereto (the "Original Federal Securities") to the
Escrow Agent for the account of the City, for settlement
delivery on the Closing Date, and for deposit with the Escrow
Agent under the Escrow Deposit Agreement.
-13-
s
s
a
If the Representative is unable to deliver any or
all of the Original Federal Securities, the Representative may
deliver, and the City shall accept, or shall direct the Escrow
Agent to accept in substitution for any or all of the Original
Federal Securities an equal or greater principal amount of an
earlier maturity of Federal Securities which provide payments of
principal and interest to be received at the same time or
earlier and in amounts equal to or greater than the
corresponding payments that would have been received on the
Original Federal Securities for which the substitution is made
(the "Substitute Securities") , the principal of and interest on
which, together with the principal and interest on the other
Original Federal Securities delivered, if any, and any cash
balance to be held by the Escrow Agent under the Escrow Deposit
Agreement, will meet the requirements for payment of all
principal of, premium, and interest on the Refunded Bonds when
due in accordance with the terms of the Bond Resolution and the
Escrow Deposit Agreement.
9 . TRUTH IN BONDING. This paragraph is undertaken
in compliance with Section 218. 385, Florida Statutes (1992) .
The City is proposing to issue $54, 360, 000 in aggregate
principal amount of the Bonds for the purposes described in the
Official Statement. This debt is expected to be repaid over a
period of 11 years at a true interest rate of 5. 12%, and total
interest paid over the life of the bonds will be
$16,211, 169. 17 . The source of repayment or security for the
Bonds is the City's ad valorem tax revenues. The authorization
of the Bonds will result in approximately $70, 571, 169. 17 of the
City's tax revenues not being available to finance the other
services of the City each year for 11 years.
10. MISCELLANEOUS.
(a) All notices, demands and formal actions
hereunder shall be in writing and mailed, telegraphed or
delivered to:
The Underwriters:
Kidder Peabody & Co. , Incorporated
1221 Brickell Avenue, Suite 1030
Miami, Florida 33131
Attention: Richard Montalbano
AIBC Investment Services Corp.
80 S.W. Eighth Street, #2120
Miami, Florida 33130
Attention: Wifredo Gort
-14-
' , r
Howard Gary & Company
3050 Biscayne Boulevard, Suite 603
Miami, Florida 33137
Attention: Hector J. Montes
William R. Hough & Co.
100 Second Avenue South, Suite 800
St. Petersburg, Florida 33705
Attention: Marianne Edmonds
Shearson Lehman Brothers, Inc.
501 Brickell Key Drive, Suite 400
Miami, Florida 33131
Attention: Jose R. Pagan
The City:
City of Miami Beach
1700 Convention Center Drive, Third Floor
Miami Beach, Florida 33334
Attention: Robert J. Nachlinger
(b) This Bond Purchase Agreement will inure to
the benefit of and be binding upon the parties and their
successors and assigns and will not and does not confer any
rights upon any other person. The terms "successors" and
"assigns" shall not include any purchaser of any of the Bonds
from the Underwriters merely because of such purchase.
(c) All the representations, warranties,
covenants and agreements of the City in this Bond Purchase
Agreement shall remain operative and in full force and effect,
regardless of (i) any investigation made by or on behalf of any
of the Underwriters or (ii) delivery of and any payment for the
Bonds hereunder.
(d) Section headings have been inserted in this
Bond Purchase Agreement as a matter of convenience of reference
only, and it is agreed that such section headings are not a part
of this Bond Purchase Agreement and will not be used in the
interpretation of any provisions of this Bond Purchase Agreement.
(e) If any provision of this Bond Purchase
Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions, or in all
jurisdictions because it conflicts with any provisions of any
Constitution, statute or rule of public policy, or for any other
reason, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or
-15-
•
1 1
unenforceable in any other case or circumstances, or of
rendering any other provision or provisions of this Bond
Purchase Agreement invalid, inoperative or unenforceable to any
extent whatever.
(f) This Bond Purchase Agreement may be executed
in counterparts, each of which shall be regarded as an original
and all of which shall constitute one and the same document.
(g) This Bond Purchase Agreement shall become
effective upon the execution by the appropriate City officials
of the acceptance hereof by the City and shall be valid and
enforceable at the time of such acceptance.
KIDDER PEABODY & CO. , INCORPORATED
AIBC INVESTMENT SERVICES CORP.
HOWARD GARY & COMPANY
WILLIAM R. HOUGH & CO.
SHEARSON LEHMAN BROTHERS INC.
By: KIDDER PEABODY & CO. ,
INCORPORATED, as Managing
Underwriter
By:
Richard Montalbano
Senior Vice President
Accepted as of the date
first above written:
FORM APPROVED
CITY OF MIAMI BEACH, FLORIDA
LE L DEPT.
By: B
Abe Resnick � `1/4-Z
Vice Mayor Date
ATTEST:
-L
o,.\A -
Richard E. Brown
City Clerk
JFE/10 8 3
-16-
EXHIBIT A
to
Bond Purchase Agreement
Form
of
City Attorney's Opinion
•
EXHIBIT A
[Letterhead of City of Miami Beach Attorney)
[Closing Date]
Kidder Peabody & Co. , Incorporated
1221 Brickell Avenue, Suite 1030
Miami, Florida 33131
Attention: Richard Montalbano
AIBC Investment Services Corp.
80 S.W. Eighth Street, #2120
Miami, Florida 33130
Attention: Wifredo Gort
Howard Gary & Company
3050 Biscayne Boulevard, Suite 603
Miami, Florida 33137
Attention: Hector J. Montes
William R. Hough & Co.
100 Second Avenue South, Suite 800
St. Petersburg, Florida 33705
Attention: Marianne Edmonds
Shearson Lehman Brothers, Inc.
501 Brickell Key Drive, Suite 400
Miami, Florida 33131
Attention: Jose R. Pagan
Ladies and Gentlemen:
This letter shall serve as the opinion of the City
Attorney of the City of Miami Beach, Florida (the "City")
pursuant to Section 5 (b) of the Bond Purchase Agreement by and
between the City and the Underwriters named above dated January
15, 1993 (the "Purchase Agreement") . In connection with the
issuance by the City of $54 , 360, 000 aggregate principal amount
of its General Obligation Refunding Bonds, Series 1992 (the
"Bonds") , I have participated in various proceedings in
connection therewith. All terms not otherwise defined herein
shall have the meanings ascribed thereto in the Purchase
Agreement.
I am of the opinion that:
•
.
(a) The City is a city and political subdivision of
the State of Florida duly created and validly existing under the
Constitution and laws of the State of Florida, and has full
legal right, power and authority to adopt and perform its
obligations under the Bond Resolution, to execute and deliver
the Official Statement, and to execute and deliver and perform
its obligations under the Purchase Agreement and the Bonds, and
the other instruments to be executed and delivered at the
Closing by the City or any official thereof;
(b) The City has duly adopted the Bond Resolution and
issued the Bonds and the other instruments to be executed and,
delivered at the Closing by the City or any official thereof;
(c) The Bonds and the Bond Resolution are legal and
valid obligations of the City which are binding and enforceable
against the City in accordance with their terms and, assuming,
the due authorization, execution and delivery of the Purchase
Agreement and the Escrow Deposit Agreement by the other parties
thereto, such instruments will constitute legal and valid
obligations of the City which are binding and enforceable
against the City in accordance with their respective terms;
provided, however, that, the binding effect and enforceability
thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium and other laws in effect from time to
time affecting the rights of creditors and except to the extent
that the enforceability thereof may be limited by the
application of general principles of equity;
(d) With respect to the information in the Official
Statement and based upon my participation in the preparation of
the Official Statement as City Attorney and without having
undertaken to determine independently the accuracy or
completeness of the contents of the Official Statement, I have
no reason to believe that the Official Statement, as of its date
and as of the date hereof (except for the financial and
statistical data contained therein and information contained in
the section entitled "UNDERWRITING" and "MUNICIPAL BOND
INSURANCE" or the price of and yield on the Bonds appearing on
the cover page, as to which no opinion is expressed) contains an
untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under
which they were made, not misleading;
(e) The Official Statement has been duly authorized,
executed and delivered by the City, and the City has consented
to the use thereof by the Underwriters;
(f) The adoption of the Bond Resolution and the
authorization, execution and delivery of the Purchase Agreement,
the Escrow Deposit Agreement and the Bonds, and compliance with
the provisions thereof, will not, to the best of my knowledge,
-2-
conflict with or constitute a breach of or default under any
law, administrative regulation, consent decree, ordinance,
resolution or any agreement or other instrument to which the
City was or is subject, as the case may be, nor will such
enactment, adoption, execution, delivery, authorization or
compliance result, to the best of my knowledge, in the creation
or imposition of any lien, charge or other security interest or
encumbrance of any nature whatsoever upon any of the property or
assets of the City, or under the terms of any law,
administrative regulation, ordinance, resolution or instrument,
except as expressly provided by the Bond Resolution;
(g) To the best of my knowledge, the execution
and delivery of the Purchase Agreement and the Bonds, and
compliance with the provisions thereof are not subject to any
approvals, consents, authorizations and orders of any
governmental authority or agency having jurisdiction in any
matter which would constitute a condition precedent to the
performance by the City of its obligations set forth therein
which have not been obtained; however, no representation is made
regarding compliance with the registration requirements of state
and federal securities laws; and
(h) Except as disclosed in the Official
Statement, as of the date of such opinion, there is no action,
suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, government agency, public board or body,
pending or, to the best of my knowledge, threatened against the
City, affecting or seeking to prohibit, restrain or enjoin the
sale, issuance or delivery of the Bonds or contesting or
affecting, as to the City, the legality, validity, binding
effect or enforceability of the Bond Resolution, the Purchase
Agreement, the Escrow Deposit Agreement or the Bonds, or
contesting the federal income tax status of interest on the
Bonds, or contesting the completeness or accuracy of the
Official Statement or any supplement or amendment thereto, or
any litigation which if decided adversely to the City, would
materially impair the City's legal or financial ability to
perform its obligations under the Bond Resolution, the Bonds or
the Purchase Agreement.
Respectfully submitted,
Laurence Feingold, Esquire
Miami Beach City Attorney
-3-
EXHIBIT B
to
Bond Purchase Agreement
Underwriters' Disclosure
•
January 15, 1993
City of Miami Beach, Florida
c/o City Commission
Miami Beach, Florida
$54 , 360, 000
City of Miami Beach, Florida
General Obligation Refunding Bonds
Series 1992
Commissioners:
As managing underwriter for the above bonds, Kidder
Peabody & Co. , Incorporated submits this disclosure statement to
you pursuant to the requirements of Section 218 . 385 (4) , Florida
Statutes:
1. An itemized list of the nature and estimated
amounts of expenses to be incurred by the underwriters in
connection with the issuance of the bonds is attached as
Schedule I.
2 . There are no "finders", as defined in Section
218 . 386, Florida Statutes, connected with the issuance of the
bonds.
3 . The amount of the Underwriters' spread expected to
be realized is $339,750. 00 ( . 625% of the principal amount of the
bonds) .
4 . The management fee charged by the underwriters is
$0. 00 (0% of the principal amount of the bonds) and is a
component of, and not in addition to, the underwriting spread
set forth in paragraph 3 above.
5. No other fee, bonus or compensation has been or
will be paid by the Underwriters to any person not regularly
employed or retained by the Underwriters in connection with the
issuance of the bonds.
6. The names and addresses of the Underwriters
engaged in underwriting the bonds are:
Kidder Peabody & Co. , Incorporated
1221 Brickell Avenue, Suite 1030
Miami, Florida 33131
Attention: Richard Montalbano
AIBC Investment Services Corp.
80 S.W. Eighth Street, #2120
Miami, Florida 33130
Attention: Wifredo Gort
Howard Gary & Company
3050 Biscayne Boulevard, Suite 603
Miami, Florida 33137
Attention: Hector J. Montes
William R. Hough & Co.
100 Second Avenue South, Suite 800
St. Petersburg, Florida 33705
Attention: Marianne Edmonds
Shearson Lehman Brothers, Inc.
501 Brickell Key Drive, Suite 400
Miami, Florida 33131
Attention: Jose R. Pagan
7 . You have not required or requested any other
disclosure.
KIDDER PEABODY & CO. , INCORPORATED
By: 1
Richard Montalbano
Senior Vice President
JFE/10 83
-2-
R ,
SCHEDULE I
$54, 360, 000
City of Miami Beach, Florida
General Obligation Refunding Bonds, Series 1992
Underwriter's Discount $/Bond $ Amount
Management Fee 0. 00 0. 00
Underwriter's Risk 0. 00 0. 00
Average Takedown 5. 15 279 , 954 . 00
Expenses 1. 10 59, 796. 00
Total Underwriter's Discount 6. 25 339, 750 . 00*
Detail of Underwriter's Expenses
Underwriter's Counsel 0. 68 36, 965. 00
Travel 0. 10 5, 436. 00
Clearance 0. 05 2 , 718 . 00
Computer 0. 05 2 , 718 . 00
Fed Funds 0. 11 5, 979 . 60
Communications 0. 03 1, 630. 80
PSA, MSRB, DTC 0. 07 3 , 805 . 00
CUSIP 0. 01 543 . 60
Total Underwriter's Expenses 1. 10 59 , 796. 00
*Does not include original issue discount of $251, 068 . 45 .
JFE/1083
EXHIBIT C
to
Bond Purchase Agreement
Bond Maturity Schedule
JFE/108 3
s
.
.
MATURITIES, AMOUNTS, INTEREST RATES AND PRICES
$54,360,000 Serial Bonds
Maturity Amount Rate Price
1993 $3,005,000 3.300% 100.469
1994 2,815,000 3.300% 100.000
1995 3,985,000 4.000% 100.000
1996 4,620,000 4.250% 99.831
1997 5,430,000 4.500% 99.585
1998 7,620,000 4.750% 99.510
1999 7,660,000 5.000% 100.000
2000 5,890,000 5.000% 99.371
2001 4,450,000 5.100% 99.308
2002 2,545,000 5.250% 98.882
2003 6,340,000 5.300% 98.404
•
EXHIBIT D
to
Bond Purchase Agreement
Description of Original Federal Securities
JFE/l08 3
•
ESCROW COST
City of Miami leach, Florida
Proposed Refunding Bonds
(Assuming Final Maturity in 2003)
Type of Maturity Par Accrued Total
Security Date Amount Rate Yield Price Cost Interest Cost
Global Proceeds Escrow:
TNote 08/31/1993 2,540,000 6.375% 3.229% 101.824 2,586,329.60 66,201.38 2,652,530.98
TNote 08/31/1994 3,260,000 4.250% 4.059% 100.289 3,269,421.40 56,644.75 3,326,066.15
TNote 08/15/1995 13,955,000 8.500% 4.734% 108.957 15,204,949.35 528,621.47 15,733,570.82
TNote 08/31/1996 23,505,000 7.250% 5.339% 106.163 24,953,613.15 696,708.98 25,650,322.13
TSTRIP 08/15/1995 6,790,000 - 4.785% 88.623 6,017,501.70 - 6,017,501.70
50,050,000 52,031,815.20 1,348,176.58 53,379,991.78
Purchase Cost of Cash Total Adjusted
Date Securities Deposit Escrow Cost Yield Yield
Global Proceeds Escrow:
01/26/1993 53,379,991.78 2,970.00 53,382,961.78 5.047222% 5.063779%
53,379,991.78 2,970.00 53,382,961.78
14-Jan-93 5:14 pm Prepared by Kidder, Peabody 8 Co. Page 11
ORIGINAL
RESOLUTION NO. 92-•20582
Authorizing the issuance of not to
exceed $65,000,000 in aggregate principal
,amount of general obligation refunding
bonds, series 1992, of the City for the •
purpose of refunding all or a portion of
the City's General Obligation Refunding•
/(.1
Bonds, Series 1986, dated August 1, 1986
and the . . . . . . .
•
•
41
1011111*
.