2000-24041 RESO
RESOLUTION NO. 2000-24041
A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY
OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF NOT
MORE THAN $55,000,000 IN PRINCIPAL AMOUNT OF CITY OF MIAMI
BEACH, FLORIDA WATER AND SEWER REVENUE BONDS, SERIES 2000,
FOR THE PRINCIPAL PURPOSE OF PAYING THE COST OF CERTAIN
IMPROVEMENTS TO THE WATER AND SEWER UTILITY, PURSUANT TO
SECTION 209 OF RESOLUTION NO. 95-21585 ADOPTED BY THE CITY ON
MAY 17, 1995; PROVIDING THAT SAID SERIES 2000 BONDS AND
INTEREST THEREON SHALL BE PAYABLE SOLELY AS PROVIDED IN
SAID RESOLUTION NO. 95-21585; PROVIDING CERTAIN DETAILS OF THE
SERIES 2000 BONDS; DELEGATING OTHER DETAILS AND MATTERS IN
CONNECTION WITH THE ISSUANCE OF THE SERIES 2000 BONDS TO THE
MAYOR, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED
HEREIN; AUTHORIZING THE NEGOTIATED SALE AND AWARD BY THE
MAYOR OF THE SERIES 2000 BONDS TO THE UNDERWRITERS, WITHIN
THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING
THE FORM OF AND AUTHORIZING THE MAYOR TO EXECUTE AND
DELIVER A BOND PURCHASE AGREEMENT; AUTHORIZING AND
DIRECTING THE BOND REGISTRAR TO AUTHENTICATE AND DELIVER
THE SERIES 2000 BONDS; APPROVING THE FORM OF AND
DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND
OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND
DELIVERY OF THE OFFICIAL STATEMENT; PROVIDING FOR THE
APPLICATION OF THE PROCEEDS OF THE SERIES 2000 BONDS AND
CREATING A CONSTRUCTION ACCOUNT AND SUBACCOUNTS THEREIN
AND A REBATE FUND; AUTHORIZING A BOOK-ENTRY REGISTRATION
SYSTEM WITH RESPECT TO THE SERIES 2000 BONDS; COVENANTING
TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2000 BONDS IN ACCORDANCE WITH SECURITIES AND
EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE
FINANCE DIRECTOR TO EXECUTE AND DELIVER A COMMITMENT
WITH RESPECT THERETO; APPOINTING A BOND REGISTRAR FOR THE
SERIES 2000 BONDS; PROVIDING FOR A CREDIT FACILITY FOR THE
SERIES 2000 BONDS; PROVIDING FOR THE DEPOSIT OF A RESERVE
ACCOUNT INSURANCE POLICY TO THE CREDIT OF THE RESERVE
ACCOUNT AND APPROVING THE FORM OF AND AUTHORIZING THE
MAYOR TO EXECUTE AND DELIVER A GUARANTY AGREEMENT WITH
THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE
PROVIDER OF SUCH CREDIT FACILITY AND RESERVE ACCOUNT
INSURANCE POLICY; AUTHORIZING OFFICERS AND EMPLOYEES OF
THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION WITH
THE SALE AND DELIVERY OF THE SERIES 2000 BONDS AND OTHER
RELATED MATTERS; AND PROVIDING FOR AN EFFECTIVE DATE.
Miami;23074-00032;DaclmieAtIl:2999v3
WHEREAS, the City of Miami Beach, Florida (the "City") currently owns, maintains and
operates a Water and Sewer Utility (as defined in the hereinafter described Original Resolution);
and
WHEREAS, the City has heretofore issued its $59,060,000 City of Miami Beach, Florida
Water and Sewer Revenue Bonds, Series 1995, pursuant to Resolution No. 95-21585 adopted by the
Commission (as defined in the Original Resolution) on May 17, 1995 (the "Original Resolution"
and as amended and supplemented from time to time, the "Bond Resolution"); and
WHEREAS, the City has determined that certain capital improvements to the Water and
Sewer Utility as more particularly described in Exhibit A attached hereto and made a part hereof
(collectively, the "Series 2000 Project") are necessary and desirable for the furtherance of the
health, safety and welfare of the users of the Water and Sewer Utility and the residents of the City;
and
WHEREAS, Section 209 of the Original Resolution provides for the issuance of Additional
Bonds under the Bond Resolution for the purpose of paying all or any part of the Cost of any
Improvements and funding the Reserve Account as authorized pursuant to a Series Resolution
adopted by the Commission (as such capitalized terms are defined in the Original Resolution) upon
meeting certain conditions contained in said Section 209; and
WHEREAS, the Series 2000 Project constitutes Improvements under the Bond Resolution;
and
WHEREAS, the City has determined that it is desirable to issue Additional Bonds (the
"Series 2000 Bonds") pursuant to the provisions of Section 209 of the Original Resolution and this
resolution, which constitutes a Series Resolution under the Bond Resolution, for the purpose of
paying, together with any other available funds of the City, the Cost of the Series 2000 Project and
2
MiMai;23074-00032;Doc..........II:2mv3
funding the Reserve Account by the deposit therein of a Reserve Account Insurance Policy (as
defined in the Original Resolution); and
WHEREAS, the Commission has determined that it is in the best interest of the City to
delegate to the Mayor, who shall rely upon the recornmendations of the Finance Director (as defined
in the Original Resolution) and Dain Rauscher Incorporated, the City's financial advisor (the
"Financial Advisor"), the determination of various terms of the Series 2000 Bonds, the final award
of the Series 2000 Bonds, including execution of the Series 2000 Bond Purchase Agreement (as
hereinafter defined), and other actions in connection with the issuance of the Series 2000 Bonds, all
as provided and subject to the limitations contained herein; and
WHEREAS, the City has determined that due to the character of the Series 2000 Bonds,
current favorable market conditions, time constraints, the uncertainty inherent in a competitive
bidding process and the recommendations of the Financial Advisor, it is in the best interest of the
City to authorize the negotiated sale of the Series 2000 Bonds; and
WHEREAS, based upon the recommendations of the Financial Advisor, the City has further
determined to secure a municipal bond insurance policy guaranteeing the scheduled payment of
principal of and interest on the Series 2000 Bonds (the "Series 2000 Bond Insurance Policy") and a
surety bond for deposit to the credit of the Reserve Account (the "Surety Bond") from Ambac
Assurance Corporation, a Wisconsin-domiciled stock issuance cornpany ("Ambac Assurance"); and
WHEREAS, the Series 2000 Bond Insurance Policy shall constitute a Credit Facility under
the Bond Resolution and the Surety Bond shall constitute a Reserve Account Insurance Policy
under the Bond Resolution.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA:
3
MiaaU; 2307<<KlO31; DocllllUllll': 2999v3
SECTION 1. The above recitals are incorporated herein as findings. An terms used in
capitalized form herein and not defined shan have the rneanings set forth in the Bond Resolution.
SECTION 2. A Series of Additional Bonds of the City in an aggregate principal amount not
to exceed $55,000,000 are authorized to be issued pursuant to, and subject to the conditions of,
Section 209 of the Original Resolution and the authority granted to the City by the Act, for the
purpose of paying, together with any other available funds of the City, the Cost of the Series 2000
Project as described in Exhibit A hereto and funding the Reserve Account by the deposit therein of
the Surety Bond. The Series 2000 Bonds shall be designated "City of Miami Beach, Florida Water
and Sewer Revenue Bonds, Series 2000", shall be issued as Current Interest Bonds, shall be issued
in fully registered form as provided in Section 202 of the Original Resolution, shall be in the
denominations of $5,000 or any whole multiple thereof and shall be numbered R-l upwards. The
Series 2000 shall be issued in such aggregate principal amount, shan be dated and issued at such
time, shall be in the form of Serial Bonds and/or Term Bonds, shan have such Interest Payment
Dates, shan bear interest at such rates, but not to exceed 6.50% per annum, shall be stated to mature,
but not later than December 31, 2031, as to any Term Bonds, shall have Amortization Requirements
payable in such amounts and on such dates, and shall be subject to redemption prior to maturity, all
as shan be determined by the Mayor, after consultation with the Finance Director and the Financial
Advisor, and specified in a certificate of the Mayor executed at the time of the sale of the Series
2000 Bonds (the "Series 2000 Mayor's Certificate"). Term Bonds, if any, win be callable at par
with accrued interest, without premium, each year in amounts equal to the respective Amortization
Requirements therefor. Principal of and interest and redemption premium, if any, on the Bonds
shan be payable in accordance with the provisions of the Bond Resolution. The execution of the
4
Milmi;13074-00032;Doc_II:29!19v3
Series 2000 Mayor's Certificate shall be conclusive evidence of the City's approval of the details of
the Series 2000 Bonds.
SECTION 3. In accordance with the provisions of the Bond Resolution, the Series 2000
Bonds shall be limited obligations of the City payable solely from the Net Revenues and, to the
extent provided in the Bond Resolution, from Impact Fees, and frorn certain Funds and Accounts
which are pledged to the payment thereof in the manner provided in the Bond Resolution, and
nothing shall be construed as obligating the City to pay the principal, interest and premium, if any,
thereon except from the Net Revenues and, to the extent provided in the Bond Resolution, Impact
Fees and said Funds and Accounts or as pledging the full faith and credit of the City or any form of
taxation whatever to such payments.
SECTION 4. It is hereby found and determined that due to the character of the Series 2000
Bonds, current favorable market conditions, time constraints, the uncertainty inherent in a
competitive bidding process and the recommendations of the Financial Advisor, the negotiated sale
of the Series 2000 Bonds is in the best interest of the City. The negotiated sale of the Series 2000
Bonds to J.P. Morgan Securities Inc. (the "Senior Managing Underwriter'') on behalf of itself and
PaineWebber Incorporated and Raymond James & Associates, Inc. (collectively with the Senior
Managing Underwriter, the "Underwriters") is hereby authorized at a purchase price of not less than
99.25% of the aggregate principal amount of the Series 2000 Bonds (not including original issue
discount). The Mayor, after consultation with the Finance Director and the Financial Advisor, is
hereby authorized to award the Series 2000 Bonds to the Underwriters at a purchase price not less
than that set forth in the preceding sentence and as shall be set forth in the Series 2000 Bond
Purchase Agreement. The execution and delivery of the Series 2000 Bond Purchase Agreement for
5
MiImi,2307+-oom2;DocumlIaIN:2999v3
and on behalf of the City by the Mayor shall be conclusive evidence of the City's acceptance of the
Underwriters' proposal to purchase the Series 2000 Bonds.
SECTION 5. Upon compliance with the requirements of Section 218.385, Florida Statutes,
by the Underwriters, the Commission hereby authorizes the Mayor to execute and deliver a Bond
Purchase Agreement for the Series 2000 Bonds (the "Series 2000 Bond Purchase Agreement") for
and on behalf of the City, in substantially the form presented at the meeting at which this Series
Resolution was considered, subject to such changes, modifications, insertions and omissions and
such filling-in of blanks therein as may be determined and approved by the Mayor, after
consultation with the Finance Director and the City Attorney. The execution of the Series 2000
Bond Purchase Agreement for and on behalf of the City by the Mayor shall be conclusive evidence
of the City's approval of the Bond Purchase Agreement.
SECTION 6. The Bond Registrar is hereby authorized and directed to authenticate the
Series 2000 Bonds and to deliver the Series 2000 Bonds to or upon the order of the Underwriters
upon payment of the purchase price, as shall be set forth in the Series 2000 Bond Purchase
Agreement, and satisfaction of the conditions contained in Section 209 of the Original Resolution.
SECTION 7. The proposed Preliminary Official Statement (the "Series 2000 Preliminary
Official Staternent") and Official Statement (the "Series 2000 Official Statement") in connection
with the issuance of the Series 2000 Bonds are hereby approved in substantially the form of the
Series 2000 Preliminary Official Statement presented at the meeting at which this Series Resolution
was considered, subject to such changes, modifications, insertions and omissions and such filling-in
of blanks therein as may be determined and approved by the Mayor, after consultation with the
Finance Director and the City Attorney. The execution of the Official Statement, for and on behalf
of the City by the Mayor and the City Manager shall be conclusive evidence of the City's approval
6
Millllli; 23014-00032; Iloaamt.: 2999v3
of the Series 2000 Preliminary Official Statement and the Series 2000 Official Statement. The
distribution of said Series 2000 Preliminary Official Statement and Series 2000 Official Statement
in connection with the rnarketing of the Series 2000 Bonds and the execution and delivery of the
Series 2000 Official Statement by the Mayor and the City Manager are hereby authorized. The
Mayor or his designee, after consultation with the Finance Director and the City Attorney, is hereby
authorized to make any necessary certifications to the Underwriters regarding a near final or
deemed final Series 2000 Official Statement, if and to the extent required by Rule 15c2-12 of the
United States Securities and Exchange Commission (the "Rule").
SECTION 8. The proceeds of the Series 2000 Bonds (including accrued interest, if any)
shall be applied in accordance with the provisions of Section 209 of the Original Resolution and this
Series Resolution, all as specified in a certificate of the Finance Director delivered concurrently with
the issuance of the Series 2000 Bonds, including to the extent provided in such certificate for the
payment of interest accruing on the Series 2000 Bonds prior to, during and after construction of the
Series 2000 Project. In accordance with the provisions of the Bond Resolution, there is hereby
created within the Construction Fund a "Series 2000 Construction Account" and within said Series
2000 Construction Account, a "Series 2000 Construction Subaccount" for the deposit of proceeds of
the Series 2000 Bonds to be applied to the payment of the Cost of the Series 2000 Project, other
than the portion thereof representing costs of issuance of the Series 2000 Bonds, and a "Series 2000
Cost of Issuance Subaccount" for the deposit of proceeds of the Series 2000 Bonds to be applied to
the payment of costs of issuance of the Series 2000 Bonds. The proceeds of the Series 2000 Bonds
shall be invested in accordance with the provisions of Section 602 of the Original Resolution in
Investment Obligations as determined by the Finance Director.
7
MiIllli; 2307-4-00002; DoeummI ,: 2999v3
SECTION 9. In connection with the issuance of the Series 2000 Bonds and for the purpose
of cornplying with the covenants contained in Section 605 of the Original Resolution, there is
hereby created a special fund designated "Series 2000 Arbitrage Rebate Fund," which shall be held
by the City and constitute an Arbitrage Rebate Fund under the Bond Resolution.
SECTION 10. The Series 2000 Bonds shall be executed in the form and rnanner provided
in the Bond Resolution. The Series 2000 Bonds are hereby authorized to be issued initially in book-
entry form and registered in the name of The Depository Trust Company, New York, New York
("DTC"), or its nominee which will act as securities depository for the Series 2000 Bonds. The
Finance Director is hereby authorized and directed to execute any necessary letters of
representations with DTC and, notwithstanding the provisions of the Bond Resolution, to do all
other things, comply with all requirements and execute all other such documents as are incidental to
such book-entry system. In the event a book-entry system for the Series 2000 Bonds ceases to be in
effect, the Series 2000 Bonds shall be issued in fully certificated form.
SECTION 11. For the benefit of the Holders and beneficial owners from time to time of the
Series 2000 Bonds, the City agrees, in accordance with and as the only obligated person with
respect to the Series 2000 Bonds under the Rule, to provide or cause to be provided certain financial
information and operating data, financial statements and notices, in such manner, as may be
required for purposes of paragraph (b )(5) of the Rule. In order to describe and specifY the terms of
the City's continuing disclosure agreement, including provisions for enforcement, amendment and
termination, the Finance Director is hereby authorized and directed to sign and deliver, in the name
and on behalf of the City, a Continuing Disclosure Commitment (the "Series 2000 Continuing
Disclosure Commitment''), in substantially the form presented at the meeting at which this Series
Resolution was considered, subject to such changes, modifications, insertions and omissions and
8
MiaIni;23074-00032;~1IIIIeIIl1I:2999v3
such filling-in of blanks therein as may be determined and approved by the Finance Director, after
consultation with the City Attorney. The execution of the Series 2000 Continuing Disclosure
Commitment, for and on behalf of the City by the Finance Director, shall be deemed conclusive
evidence of the City's approval of the Series 2000 Continuing Disclosure Commitment. The
agreement formed, collectively, by this paragraph and the Series 2000 Continuing Disclosure
Commitment, shall be the City's continuing disclosure agreement for purposes of the Rule, and its
performance shall be subject to the availability of Revenues to meet costs the City would be
required to incur to perform it. Notwithstanding any other provisions of the Bond Resolution,
including this Series Resolution, any failure by the City to comply with any provisions of the Series
2000 Continuing Disclosure Commitment shall not constitute an Event of Default under the Bond
Resolution and the remedies therefor shall be solely as provided in the Series 2000 Continuing
Disclosure Commitment.
The Finance Director is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the City with the Series 2000 Continuing
Disclosure Commitment, including the timely provision of information and notices. Prior to
making any filing in accordance with such agreement, the Finance Director may consult with, as
appropriate, the City Attorney or Bond Counsel. The Finance Director, acting in the name and on
behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney or
Bond Counsel in determining whether a filing should be made.
SECTION 12. First Union National Bank, Miami, Florida, is hereby appointed as Bond
Registrar for the Series 2000 Bonds.
SECTION 13. The City is hereby authorized to secure the Series 2000 Bond Insurance
Policy guaranteeing the scheduled payment of principal of and interest on the Series 2000 Bonds
9
Miami;23074-00032;~1I:299!lv3
and to pay the premium with respect thereto. The Series 2000 Bond Insurance Policy shall
constitute a Credit Facility under the Bond Resolution.
The City is hereby authorized to deposit the Surety Bond to the credit of the Reserve
Account and to pay the premium with respect thereto. The Surety Bond shall constitute a Reserve
Account Insurance Policy under the Bond Resolution. The Commission hereby approves the form
of a Guaranty Agreement to be entered into between the City and Ambac Assurance (the "Guaranty
Agreement''), a copy of which draft form of Guaranty Agreement has been presented at the meeting
at which this Series Resolution was considered. The Mayor is hereby authorized to execute the
Guaranty Agreement in substantially the form presented at the meeting at which this Series
Resolution was considered, subject to such changes, modifications, insertions and ornissions and
such filling-in of blanks therein as may be necessary to secure delivery of the Surety Bond. The
execution and delivery by the Mayor of the Guaranty Agreement for and on behalf of the City shall
be conclusive evidence of the City's approval of the Guaranty Agreement.
For so long as the Series 2000 Bond Insurance Policy and the Surety Bond are in effect and
Ambac Assurance has not defaulted in its payment obligations thereunder, and notwithstanding any
provisions to the contrary contained in the Bond Resolution, the City, the Bond Registrar and the
Holders of the Bonds, as applicable, covenant and agree, but solely for the benefit of Ambac
Assurance, as follows:
A. Consent of Ambac Assurance.
Any provision of the Bond Resolution expressly recognizing or granting rights in or to
Ambac Assurance may not be amended in any manner which affects the rights of Ambac Assurance
without the prior written consent of Ambac Assurance.
B. Consent of Ambac Assurance in Lieu of Bondholder Consent.
Ambac Assurance's consent shall be required in lieu of the consent of the Holders of the
Series 2000 Bonds, when required, for the following purposes: (i) execution and delivery of any
amendment or change to or modification of the Bond Resolution; (ii) removal of the Bond Registrar
10
Miami; 23074-00032; Doo:1IIIICDt~: 299!M
and selection and appointment of any successor Bond Registrar; and (iii) initiation or approval of
any action not described in (i) or (ii) above which requires consent ofthe Holders of the Series 2000
Bonds.
C. Consent of Ambac Assurance in the Event of Insolvency.
In the event of any reorganization or liquidation, Ambac Assurance shall have the right to
vote on behalf of all Holders of the Series 2000 Bonds but shall in no event vote to reduce the
principal amount of Series 2000 Bonds Outstanding or to reduce the interest rate which the Series
2000 Bonds bear.
D. Rights of Ambac Assurance Upon Default.
Anything in the Bond Resolution to the contrary notwithstanding, upon the occurrence and
continuance of an Event of Default, Ambac Assurance shall be deemed the Holder of all the Series
2000 Bonds for purposes of exercising all rights and remedies granted to the Holders of the Series
2000 Bonds under the Bond Resolution.
E. Notices to Ambac Assurance; Accountings.
1. The City or the Bond Registrar, as applicable, shall furnish to Ambac
Assurance (to the attention of the SurveilJance Department):
a. as soon as practicable after filing thereof, a copy of any financial
statement of the City and a copy of any audit and annual report of the City;
b. a copy of any notice to be given to the Holders of the Series 2000
Bonds, including, without limitation, notice of any redemption of or defeasance of
Series 2000 Bonds, and any certificate rendered pursuant to the Bond Resolution
relating to the security for the Series 2000 Bonds;
c. copies of all information and notices required to be provided under
the Series 2000 Continuing Disclosure Commitment at the same time as such
information and notices are provided thereunder; and
d. such additional information it may reasonably request.
2. The City or the Bond Registrar, as applicable, shall notifY Ambac Assurance
(to the attention of the General Counsel's Office) of any failure of the City to provide
relevant notices or certificates.
3. Notwithstanding any other provision of the Bond Resolution, the City or the
Bond Registrar, as applicable, shall immediately notifY Ambac Assurance (to the attention
of the General Counsel's Office) if at any time there are insufficient moneys to make any
payments of principal of and/or interest on the Series 2000 Bonds as required and
immediately upon the occurrence of any Event of Default under the Bond Resolution.
11
Miami;23014-00032;0claIDeIlt1l:2999v3
4. The City will permit Ambac Assurance to discuss the affairs, finances and
accounts of the City or any information Ambac Assurance may reasonably request regarding
the security for the Series 2000 Bonds with appropriate officers of the City. The City and
the Bond Registrar will permit Ambac Assurance to have access to and to make copies of all
books and records relating to the Series 2000 Bonds at any reasonable time.
5. Arnbac Assurance shall have the right to direct an accounting of the City at
the City's expense, and the City's failure to comply with such direction within thirty (30)
days after receipt of written notice of the direction from Arnbac Assurance shall be deemed
as a default hereunder; provided, however, that if compliance cannot occur within such
period, then such period will be extended so long as compliance is begun within such period
and diligently pursued, but only if such extension would not materially adversely affect the
interests of any Holder of the Series 2000 Bonds.
F. Defeasance Obligations.
"Government Obligations" under Article XI of the Original Resolution with respect to the
Series 2000 Bonds shall be limited to the following:
1. Cash (insured at all times by the Federal Deposit Insurance Corporation or
otherwise collateralized with obligations described in paragraph 2. below).
2. Direct obligations of (including obligations issued or held in book entry form
on the books of) the Department of the Treasury of the United States of America.
3. Senior debt obligations of other United States government sponsored
agencies approved by Arnbac Assurance.
G. Investment Obligations.
"Investment Obligations" under the Bond Resolution shall be limited to the Government
Obligations described under F. above and the following:
1. Obligations of any of the following federal agencies which obligations
represent the full faith and credit of the United States of America, including:
Export-Import Bank
Farm Credit System Financial Assistance Corporation
Rural Economic Community Development Administration (formerly
the Farmers Home Administration)
General Services Administration
u.s. Maritime Administration
Small Business Administration
12
M1ami;2307-4-00032;DoeIaDeDIII'2999v3
Government National Mortgage Association
u.s. Department of Housing & Urban Development
Federal Housing Administration
Federal Financing Bank.
2. Direct obligations of any of the following federal agencies which obligations
are not fully guaranteed by the full faith and credit of the United States of America:
Senior debt obligations rated "Aaa" by Moody's and "AAA" by
Standard & Poor's issued by the Federal National Mortgage
Association or the Federal Home Loan Mortgage Corporation
Obligations of the Resolution Funding Corporation
Senior debt obligations of the Federal Home Loan Bank System
Senior debt obligations of other United States government sponsored
agencies approved by Ambac Assurance.
3. U.S. dollar denominated deposit accounts, federal funds and banker's
acceptances with domestic commercial banks which have a rating on their short term
certificates of deposit on the date of purchase of"P-l" by Moody's and "A-I" or "A-!+" by
Standard & Poor's and maturing no more than 360 days after the date of purchase (ratings
on holding companies not considered as the rating of the bank).
4. Commercial paper which is rated at the time of purchase in the single highest
classification "P-l" by Moody's and "A-l+" by Standard & Poor's and which matures not
rnore than 270 days after the date of purchase.
5.
by S&P.
Investments in a rnoney market fund rated "AAAm" or "AAAm-G" or better
6. Pre-refunded municipal obligations defined as follows: 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 which are not callable at the option of the obligor
prior to maturity or as to which irrevocable instructions have been given by the obligor to
call on the date specified in the notice, and
A. which are rated, based on an irrevocable escrow account or fund (the
"escrow"), in the highest rating category of Standard & Poor's and Moody's or any
successors thereto; or
B. (i) which are fully secured as to principal and interest and redemption
premium, if any, by an escrow consisting only of cash or obligations described in
paragraph F. 2. above, which escrow may be applied only to the payment of such
13
MiImi;23074-00032;Doo;_~:2999v3
principal and interest and redemption premium, if any, on such bonds or other
obligations on the maturity date or dates thereof or the specified redemption date or
dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow
is sufficient, as verified by a nationally recognized independent certified public
accountant, to pay principal of and interest and redemption premium, if any, on the
bonds or other obligations described in this paragraph on the maturity date or dates
specified in the irrevocable instructions referred to above, as appropriate.
7. Municipal obligations rated "Aaa/ AAA" or general obligations of states with
a rating of at least "A2/A" or higher by both Moody's and Standard & Poor's.
8. Investment agreements approved in writing by Ambac Assurance and
supported by appropriate opinions of counsel; and
9. Other forms of investments (including repurchase agreements) approved in
writing by Ambac Assurance.
H. Valuation of Investments.
The "value" of all investments under the Bond Resolution shall be determined semiannually
on each March 1 and September 1 as follows:
1. As to investments the bid and asked prices of which are published on a
regular basis in The Wall Street Journal (or, ifnot there, then in The New York Times): the
average of the bid and asked prices for such investments so published on or most recently
prior to such time of determination.
2. As to investments the bid and asked prices of which are not published on a
regular basis in The Wall Street Journal or The New York Times: the average bid price at
such time of determination for such investments by any two nationally recognized
govermnent securities dealers (selected by the Bond Registrar in its absolute discretion) at
the time making a market in such investments or the bid price published by a nationally
recognized pricing service.
3. As to certificates of deposit and bankers acceptances: the face amount
thereof, plus accrued interest.
4. As to any investment not specified above: the value thereof established by
prior agreement between the City and Ambac Assurance.
I. Defeasance of Series 2000 Bonds.
In the event that the principal and/or interest due on the Series 2000 Bonds shall be paid by
Ambac Assurance pursuant to the Series 2000 Bond Insurance Policy, the Series 2000 Bonds shall
remain Outstanding for all purposes, not be defeased or otherwise satisfied and not be considered
paid by the City, and the assignment and pledge created under the Bond Resolution and all
covenants, agreements and other obligations of the City to the Holders of the Series 2000 Bonds
14
Miali;2)074-00032;DoclIIAaIl.II:2999v3
shall continue to exist and shall run to the benefit of Ambac Assurance, and Ambac Assurance shall
be subrogated to the rights of such Holders.
J. Payment Procedure Pursuant to the Series 2000 Bond Insurance Policy.
1. At least one (1) day prior to all Interest Payment Dates the Bond Registrar
will consult with the City to determine whether there will be sufficient funds in the funds
and accounts established under the Bond Resolution to pay the principal of or interest on the
Series 2000 Bonds on such Interest Payment Date. If the Bond Registrar determines that
there will be insufficient funds in such funds or accounts, the Bond Registrar shall so notifY
Ambac Assurance. Such notice shall specifY the amount of the anticipated deficiency, the
Series 2000 Bonds to which such deficiency is applicable and whether such Series 2000
Bonds will be deficient as to principal or interest, or both. If the Bond Registrar has not so
notified Ambac Assurance at least one (1) day prior to an Interest Payment Date, Ambac
Assurance will make payments of principal or interest due on the Series 2000 Bonds on or
before the first (1st) day next following the date on which Ambac Assurance shall have
received notice of nonpayment from the Bond Registrar.
2. The Bond Registrar shall, after the giving of notice to Ambac Assurance as
provided in 1. above, make available to Ambac Assurance and, at Ambac Assurance's
direction, to the United States Trust Company of New York, as insurance trustee for Ambac
Assurance or any successor insurance trustee (the "Insurance Trustee"), the registration
books of the City maintained by the Bond Registrar, and the City shall make available to
Ambac Assurance and to the Insurance Trustee all records relating to the funds and accounts
maintained under the Bond Resolution.
3. The Bond Registrar shall provide Ambac Assurance and the Insurance
Trustee with a list of registered owners of Series 2000 Bonds entitled to receive principal or
interest payments from Ambac Assurance under the terms of the Series 2000 Bond
Insurance Policy, and the Bond Registrar shall make arrangements with the Insurance
Trustee (i) to mail checks or drafts to the registered owners of Series 2000 Bonds entitled to
receive full or partial interest payments from Ambac Assurance and (ii) to pay principal
upon Series 2000 Bonds surrendered to the Insurance Trustee by the registered owners of
Series 2000 Bonds entitled to receive full or partial principal payments from Ambac
Assurance.
4. The Bond Registrar shall, at the time it provides notice to Ambac Assurance
pursuant to 1. above, notifY registered owners of Series 2000 Bonds entitled to receive the
payment of principal or interest thereon from Ambac Assurance (i) as to the fact of such
entitlement, (ii) that Ambac Assurance will remit to them all or a part of the interest
payments next coming due upon proof of Bondholder entitlement to interest payments and
delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an
appropriate assignment of the registered owner's right to payment, (iii) that should they be
entitled to receive full payment of principal from Ambac Assurance, they must surrender
their Series 2000 Bonds (along with an appropriate instrument of assignment in form
satisfactory to the Insurance Trustee to permit ownership of such Series 2000 Bonds to be
registered in the name of Ambac Assurance) for payment to the Insurance Trustee, and not
15
MiImi~2307"-00032;Ool:amcIIlt:299!M
the Bond Registrar and (iv) that should they be entitled to receive partial payment of
principal frorn Ambac Assurance, they must surrender their Series 2000 Bonds for payment
thereon first to the Bond Registrar who shall note on such Series 2000 Bonds the portion of
the principal paid by the Bond Registrar and then, along with an appropriate instrument of
assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which
will then pay the unpaid portion of principal.
5. In the event that the Bond Registrar has notice that any payment of principal
of or interest on a Series 2000 Bond which has become Due for Payment (as defined in the
Series 2000 Bond Insurance Policy) and which is made to a Bondholder by or on behalf of
the City has been deemed a preferential transfer and theretofore recovered from its
registered owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy
in accordance with the final, nonappealable order of a court having competent jurisdiction,
the Bond Registrar shall, at the time Ambac Assurance is notified pursuant to 1. above,
notifY all registered owners that in the event that any registered owner's payment is so
recovered, such registered owner will be entitled to payment from Ambac Assurance to the
extent of such recovery if sufficient funds are not otherwise available, and the Bond
Registrar shall furnish to Ambac Assurance its records evidencing the payments of principal
of and interest on the Series 2000 Bonds which have been made by the Bond Registrar and
subsequently recovered from registered owners and the dates on which such payments were
made.
6. In addition to those rights granted Ambac Assurance under the Bond
Resolution, Ambac Assurance shall, to the extent it makes payment of principal of or
interest on Series 2000 Bonds, become subrogated to the rights of the recipients of such
payments in accordance with the terms of the Series 2000 Bond Insurance Policy, and to
evidence such subrogation (i) in the case of subrogation as to claims for past due interest, the
Bond Registrar shall note Ambac Assurance's rights as subrogee on the registration books
of the City maintained by the Bond Registrar upon receipt from Ambac Assurance of proof
of the payment of interest thereon to the registered owners of the Series 2000 Bonds, and (ii)
in the case of subrogation as to claims for past due principal, the Bond Registrar shall note
Ambac Assurance's rights as subrogee on the registration books of the City maintained by
the Bond Registrar upon surrender of the Series 2000 Bonds by the registered owners
thereof together with proof of the payment of principal thereof.
K. Payment Procedure Pursuant to the Surety Bond.
1. In the event and to the extent that moneys on deposit in the Debt Service
Account, plus all amounts on deposit and credited to the Reserve Account in excess of the
amount of the Reserve Account Insurance Policies and Reserve Account Letters of Credit
on deposit to the credit of the Reserve Account, which in each case are available for the
payment of principal of and interest on the Bonds in accordance with the provisions of the
Bond Resolution, are insufficient to pay the amount of principal and interest coming due on
the Bonds, then upon the later of: (i) one (1) day after receipt by the General Counsel of
Ambac Assurance of a demand for payment in the form attached to the Surety Bond as
Attachment 1 (the "Demand for Payment''), duly executed by the Bond Registrar, certifYing
that payment due under the Bond Resolution has not been made to the Bond Registrar; or
16
Mlllllli; 23074-00032; DaelImeatIl: ~999Y]
(ii) the payment date of the Series 2000 Bonds as specified in the Demand for Payment
presented to the General Counsel of Ambac Assurance, Ambac Assurance will make a
deposit of funds in an account with the Bond Registrar in New York, New York, sufficient
for the payment to the Bond Registrar, of amounts which are then due to the Bond Registrar
under the Bond Resolution (as specified in the Demand for Payment) up to but not in excess
of the Surety Bond Coverage, as defined in the Surety Bond; provided, however, that in the
event that the amount on deposit in, or credited to, the Reserve Account, in addition to the
amount available under the Surety Bond, includes amounts available under any other
Reserve Account Insurance Policy and/or Reserve Account Letter of Credit (the "Additional
Funding Instruments"), draws on the Surety Bond and the Additional Funding Instruments
shall be made on a pro rata basis to fund the insufficiency.
2. The City shall, after the submission to Ambac Assurance of the Demand for
Payment as provided in 1. above, make available to Ambac Assurance all records relating to
the funds and accounts maintained under the Bond Resolution.
3. The Bond Registrar shall, upon receipt of moneys received from the draw on
the Surety Bond, as specified in the Demand for Payment, cause the City to credit the
Reserve Account to the extent of moneys received and held by the Bond Registrar pursuant
to such Demand.
4. The Reserve Account shall be replenished under the provisions of the Bond
Resolution. The Net Revenues available under the Bond Resolution for the replenishment
of the Reserve Account shall be applied in the following priority: (i) principal and interest
on the Surety Bond, as provided under the Guaranty Agreement, and on any Additional
Funding Instruments shall be paid on a pro rata basis and (ii) after all such amounts are paid
in full, amounts necessary to fund the Reserve Account to the required level, after taking
into account the amounts available under the Surety Bond and any Additional Funding
Instruments, shall be deposited to the Reserve Account.
L. Bond Registrar Related Provisions.
1. The Bond Registrar with respect to the Series 2000 Bonds may be removed
at any time, at the request of Ambac Assurance, for any breach of the trusts set forth in the
Bond Resolution.
2. Ambac Assurance shall receive prior written notice of any Bond Registrar
resignation.
3. Any successor Bond Registrar with respect to the Series 2000 Bonds shall
not be appointed unless Ambac Assurance approves such successor in writing.
4. Notwithstanding any other provisions of the Bond Resolution, in
determining whether the rights of the Bondholders will be adversely affected by any action
taken pursuant to the terms and provisions of the Bond Resolution, the Bond Registrar shall
consider the effect on the Bondholders as if there were no Series 2000 Bond Insurance
Policy.
17
M1ami;23074-00032;Dclc1aDaltll':2999v3
5. Notwithstanding any other provisions of the Bond Resolution, no removal,
resignation or termination of the Bond Registrar with respect to the Series 2000 Bonds shall
take effect until a successor, acceptable to Ambac Assurance, shall be appointed.
M. Interested Parties.
To the extent that the Bond Resolution, including this Series Resolution, confers upon or
gives or grants to Ambac Assurance any right, remedy or claim thereunder, Ambac Assurance is
hereby explicitly recognized as being a third-party beneficiary and may enforce any such right,
remedy or claim conferred, given or granted thereunder.
SECTION 14. The officers, agents and employees of the City and the Bond Registrar are
hereby authorized and directed to do all acts and things and execute and deliver all docl11llents,
agreements and certificates required of them by the provisions of the Series 2000 Bonds, the Bond
Resolution, the Series 2000 Bond Purchase Agreement, the Series 2000 Continuing Disclosure
Commitment, the Series 2000 Bond Insurance Policy, the Surety Bond, the Guaranty Agreement
and this Series Resolution, for the full, punctual and cornplete performance of all the terms,
covenants, provisions and agreements of the Series 2000 Bonds, the Bond Resolution, the Series
2000 Bond Purchase Agreement, the Series 2000 Continuing Disclosure Commitment, the Series
2000 Bond Insurance Policy, the Surety Bond, the Guaranty Agreement and this Series Resolution,
including for the investment of the proceeds of the Series 2000 Bonds as provided in the Bond
Resolution and this Series Resolution.
18
MiImi;23074-00032;~~,2mv3
SECTION 15. This Series Resolution shall become effective immediately upon its
adoption.
PASSED AND ADOPTED this 26th day of
July
,2000.
!)IJJ
Mayor
(Seal)
Attest:
~ PCU~
City Clerk
APPROVED ItS 10
FORM & LANGUAGE
& FOR EXECUTION
~l!ff4'
, f'n"!:1
7-2-!w
Dale
19
MiIIIIi; 23074-OOCl32; Dox_': 2999v3
PRELIMINARY OFFICIAL STAlEMENT DAlEn
,2000
NEW ISSUE - BOOK-ENTRY ONLY
See "Ratings" herein
In the opinion a/Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law, (i) assuming continuing compliance by the City with
certain covenants and the accuracy of certain representations, interest on the Series 2000 Bonds is excluded from gross income for federal
income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and
corporations; and (ij) the Series 2000 Bonds and the income thereon are exempt from taxation under the laws of the State of
Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes
imposed by Chapter 220, Florida Statutes, as amended. Interest on the Series
2000 Bonds may be subject to certain federal taxes imposed only on certain corporations, including
the corporate alternative minimum tax on a portion of that interest. For a more complete
discussion of the tax aspects, see the discussion under the heading
"Tax Matters" herein.
$53,670,000*
CITY OF MIAMI BEACH, FLORIDA
WATER AND SEWER REVENUE BONDS
SERIES 2000
Dated: August 15, 2000
Due: September I, as shown below
The Series 2000 Bonds will be delivered initially in book.entry fonn, registered in the name of Cede & Co., as nominee of The Depository
Trust Company, New York, New York, which will act as securities depository for the Series 2000 Bonds. Purchasers will not receive certificates
representing their ownership interest in the Series 2000 Bonds purchased. Interest on the Series 2000 Bonds will accrue from the dated date and is
payable semiannually on March I, 2001 and on each September I and March I thereafter. See "THE SERIES 2000 BONDS - Book-Entry Only
System."
The Series 2000 Bonds are being issued by the City for the purpose of (i) constructing certain improvements to its Water and Sewer
Utility, (ii) paying certain capitalized interest on the Series 2000 Bonds, and (iii) paying the costs of issuing the Series 2000 Bonds, including the
premiums for the Series 2000 Bond Insurance Policy and the Series 2000 Reserve Surety.
The Series 2000 Bonds are subject to redemption by the City prior to maturity as set forth herein.
The Series 2000 Bonds are payable from and secured by a first lien on and a pledge of certain investment income and revenues derived
from the operation of the Water and Sewer Utility of the City; subject, however, to the prior payment from revenues of the expenses of operation and
maintenance of the Water and Sewer Utility. Such first lien and pledge in favor of the Series 2000 Bonds shall be on a parity with the first lien and
pledge of such investment income and revenues granted by the City in favor of the Series 1995 Bonds described herein and that may be granted by
the City in favor of Additional Bonds, Refunding Bonds, Alternative Parity Debt and certain Short-Term Indebtedness. See "SECURITY FOR THE
SERIES 2000 BONDS" herein.
THE CITY IS NOT OBLIGATED TO PAY THE SERIES 2000 BONDS OR THE INTEREST THEREON EXCEPT FROM THE
PLEDGED REVENUES AND NEITHER THE FAITH AND CREDIT NOR ANY PHYSICAL PROPERTIES OF THE CITY ARE
PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THE SERIES 2000
BONDS. THE ISSUANCE OF THE SERIES 2000 BONDS DOES NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY
OBLIGATE THE CITY TO LEVY ANY FORM OF TAXATION WHATEVER THEREFOR OR TO MAKE ANY APPROPRIATION
FOR THEIR PAYMENT EXCEPT FROM THE PLEDGED REVENUES. NEITHER THE FULL FAITH AND CREDIT NOR THE
TAXING POWER OF THE CITY, MIAMI-DADE COUNTY, FLORIDA, THE STATE OF FLORIDA OR ANY POLITICAL
SUBDIVISION THEREOF IS PLEDGED TO PAYMENT OF THE SERIES 2000 BONDS.
The scheduled payment of principal of and interest on the Series 2000 Bonds when due will be guaranteed under an insurance policy to be
issued concurrently with the delivery of the Series 2000 Bonds by Ambac Assurance Corporation.
[Insurer Logo]
For a discussion of the terms and provisions of such policy, including the limitations thereof, see "MUNICIPAL BOND INSURANCE"
herein.
Maturity
Amount*
Interest
Rate
MATURITY SCHEDULE
$ .Serial Bonds
Price or
Yield
Maturity
Amount*
Interest
Rate
Price or
Yield
$
*_% Tenn Bonds due September 1, 20_, Price_%
. _% Term Bonds due September 1, 20-, Price _%
(oIus accrued interest)
THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QillCK REFERENCE ONLY. IT IS Nor A SUMMARY OF THIS ISSUE. INVESTORS
MUST READ TIlE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO TIlE MAKING OF AN INFORMED INVESTMENT
DECISION.
$
The Series 2000 Bonds are offered when, as and if issued and accepted by the Underwriters subject to the unqualified approval of legality
by Squire, Sanders & Dempsey L.L.P" Miami, Florida, Bond Counsel. Certain legal matters will be passed upon/or the City by
Murray H Dubbin, City Attorney. Certain legal matters will be passed upon/or the Underwriters by Greenberg Traurig, P.A.,
Miami. Florida and Roth & Scholl, P.A., Coral Gables, Florida. It is expected that the Series 2000 Bonds. in
book-entryform. will be available for delivery in New York. New York on or about ,2000.
J.P. Morgan Securities Inc.
PaineWebber Incorporated Raymond James & Associates, Inc.
Dated: ,2000
.Preliminary, subject to change.
..
'E
.:l
'i
.:.
(3.~.s1li'l
~.s~~~
U.sM~.;lg
.... 0 .....
o 0"""'" '"
o 'C .- ~ .~ .f/.)
~ c.. t .... ~ E!
.,;lfl 00;;; a
!-< ~ 0 ,,0 0
~fr".,giu
'" 0 ".fl "
~ l;j ~'O' ~
;:J .3'~".l'l
rnll.",-c;Eo
~~g:.J:&1
.oo~ .,;
.s1:io.sla
~ u,..l:j "0 Ul
25~Eig,,'ll
~ 0 ~ ~ ~ 's
~ ~Cf.l:E~ ~
:t=:3~~rn
'"' 0 ..d 0
fil g IE .S 0 .fi
'7 .,; 0 ".~ $
~ 0: ,0 U "'0
<tI.l~'BOlU
!-< 01 '6 ,.c; -
z.z.;i."'!-< gl,
o '0.5 s .,;
U "...,.~" Ei
z 1;'J: rB ~
o l:i.'" '6 N
1== ~ :s .S 'g ..
~ s:a"8 .~ <;j
CQ'5o~~
o CQ::tQ)
O~8 ~o "',;
Njog~~
tI.l M 0 <+-t
,0 tn V,I 0
~ Ii ~.g ~ 5
:t rn !3 ill"" .",
~cugoofl]~
~ '0 0',8 c..
S ~ g ~ 's ~
<utO~5
_"'O~fI}U
ffi~:5 ~.s.s
~!-< . la.g ~
~;:J Ell !3''''
!-<o..s '"
~:t]es'"
[""'""" 0 ',;:I c::
rn!;: .fi"'S
po> -t8~
~ ffi ~ ~ ] .~
~ ~ ~ g ~~
~ CI'?; . 0 '8
O~:8 ~5 e
'" .0.", 8-
i:; .~.s 1'J ~
< _.... fI.l'
'7 ~ ~ ~ '5lJ
'" 0 ;; 0 e 8
~ozEla.s$l
__Cf.l4-4....
~ !-< '" 0.8 P..
~ ~ '05 c.. ts
~lE.:::-~
rne"o.fl<2.
- ~ ..... ~"-
:to,,]"'"
E-'U.fi~l1f
CITY OF MIAMI BEACH
MAYOR
Neisen O. Kasdin
VICE MAYOR
Nancy Liebman
CITY COMMISSION
Matti Herrera Bower
Luis R. Garcia, Jr.
Simon Cruz
David Dermer
Jose Smith
CITY MANAGER
Lawrence A. Levy
CITY ATTORNEY
Murray H. Dubbin
FINANCE DIRECTOR
Patticia Walker
CITY CLERK
Robert E. Parcher
ASSISTANT CITY MANAGER AND ACTING PUBLIC WORKS DIRECTOR
Matthew D. Schwartz
FINANCIAL ADVISOR
Dain Rauscher Incorporated
BOND COUNSEL
Squire, Sanders & Dempsey L.L.P.
CONSULTING ENGINEERS
Camp Dresser & McKee Inc.
RATE CONSULTANT
Camp Dresser & McKee Inc.
No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to give any
information or to make any representations with respect to the Series 2000 Bonds other than those contained in this
Official Statement, and if given or made, such information or representations must not be relied upon as having
been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell nor the
solicitation of an offer to buy, nor shall there be any sale of the Series 2000 Bonds by any person in any jurisdiction
in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has
been obtained from the City of Miami Beach, Florida and other sources which are believed to be reliable, but is not
guaranteed as to accuracy or completeness by, and is not to be construed as a representation of, the Underwriters.
The information and expressions of opinion stated herein are subject to change without notice. The delivery of this
Official Statement shall not, under any circumstances, create any implication that there has been no change in the
affairs of the City since the date hereof.
OTHER THAN WITH RESPECT TO INFORMATION CONCERNING AMBAC ASSURANCE
CORPORATION ("THE BOND INSURER" OR "AMBAC ASSURANCE") CONTAINED UNDER THE
CAPTION "MUNICIPAL BOND INSURANCE" HEREIN, NONE OF THE INFORMATION IN THIS
OFFICIAL STATEMENT HAS BEEN SUPPLIED OR VERIFIED BY THE BOND INSURER AND THE
BOND INSURER MARES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO (1)
THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION; (Ii) THE VALIDITY OF THE
SERIES 2000 BONDS; OR (iii) THE TAX-EXEMPT STATUS OF THE INTEREST ON THE SERIES 2000
BONDS.
No registration statement relating to the Bonds has been filed with the Securities and Exchange
Commission (the "SEC") or with any state securities agency. The Bonds have not been approved or disapproved by
the SEC or any state securities agency, nor has the SEC or any state securities agency passed upon the accuracy or
adequacy of this Official Statement. Any representation to the contrary is a criminal offense.
IN CONNECTION WITH THE OFFERING OF THE SERIES 2000 BONDS, THE UNDERWRITERS
MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET
PRICE OF SUCH SERIES 2000 BONDS OFFERED HEREBY AT LEVELS ABOVE THAT WHICH MIGHT
OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
TABLE OF CONTENTS
PaRe
SUMMARY STATEMENT ..........................................................................................................................................1
INTRODUCTION .........................................................................................................................................................1
PURPOSE OF THE SERIES 2000 BONDS .................................................................................................................1
ESTlMA TED SOURCES AND USES OF FUNDS. ....................................................................................................2
THE SERIES 2000 BONDS ..........................................................................................................................................3
General................................................................................................................................................................3
Book-Entry Only System....... ....................................................................... ................. ..................................... 3
Optional Redemption of Series 2000 Bonds .......................................................................................................5
Mandatory Sinking Fund Redemption ........................................................ ................. ....................... ................5
Redemption Notice .............................................................................................................................................6
SECURITY FOR THE SERIES 2000 BONDS............................................................................................................. 7
Genera1... .............. .............. ..................................................................... .................. .................... ..... ................. 7
Flow of Funds..... .............. ................................. ........... ...... ..................... ................. .......................... ................ 8
Reserve Account ............. ....................................................................... ................ ................................ .............9
Rate Covenant.. ............... .................................................................... ................... .................................. .........11
Additional Bonds ..............................................................................................................................................12
Refunding Bonds ......... ................................................................ ...................... ...................... ................... ......13
Other Indebtedness..... ....................................... ..... ............. ..... ......................... .................... ........................ ....14
MUNICIPAL BOND INSURANCE ...........................................................................................................................14
Payment Pursuant to Municipal Bond Insurance Policy................................................................................... 14
Ambac Assurauce Corporation............ ........ ...................... ................................. ..................... .................... .....15
Available Information ................... ...................................... ................................ ..................... ..................... ....15
Incorporation of Certain Documents by Reference ..........................................................................................15
Rights of the Bond Insurer ................................................................................................................................16
THE WATER AND SEWER UTILITY ......................................................................................................................16
Genera1... ............... .............. ....................................................................... ................... ................................... .16
The Public Works Department..........................................................................................................................16
Description of the Existing Water System ..... ........ ........ .... ...................... ................. ............................ ............18
Description of the Existing Wastewater System ...............................................................................................18
Existing Arrangements with the County ...........................................................................................................19
The Capital Improvement Program........................................................ .................. ................................ .........20
Governmental Regulation .................................................................... .................. .................................. .........23
Rates, Fees and Charges...................................................................... ................. ....................... ................ ......25
Billing and Collection ....................................................................... ................... ...................... .................. .....25
COMBINED DEBT SERVICE SCHEDULE..............................................................................................................26
HISTORICAL AND FORECASTED SCHEDULE OF NET REVENUE, DEBT
SERVICE AND DEBT COVERAGE......................................................................................................................26
LITIGATION ..............................................................................................................................................................29
TAX MA TIERS .........................................................................................................................................................29
ORIGINAL ISSUE DISCOUNT .................................................................................................................................30
EXPERTS ....................................................................................................................................................................30
UNDERWRITING ......................................................................................................................................................30
FINANCIAL STATEMENTS .....................................................................................................................................31
FINANCIAL ADVISOR .............................................................................................................................................31
RATINGS ....................................................................................................................................................................31
LEGAL MA TIERS.....................................................................................................................................................31
CONTINUING DISCLOSURE ...................................................................................................................................31
DISCLOSURE PURSUANT TO SECTION 517.051, FLORIDA STATUTES.........................................................31
MISCELLANEOUS ....................................................................................................................................................32
CERTIFICATE CONCERNING lHE OFFICIAL STATEMENT.............................................................................32
APPENDIX A - General Information Regarding the City
APPENDIX B - Report of Consulting Engineers
APPENDIX C - Rate Study of Rate Consultant
APPENDIX D - Financial Statements of the City
APPENDIX E - The Bond Resolution
APPENDIX F - Form of Continuing Disclosure Commitment
APPENDIX G - Specimen Copy of Municipal Bond Insurance Policy
APPENDIX H - Form of Approving Opinion of Bond Counsel
A-I
B-1
C-I
D-I
E-I
F-I
G-I
H-I
ii
SUMMARY STATEMENT
The following is subject in all respects to more complete infonnation contained in this Official Statement
and Appendices hereto. Defmed terms have the same meaning herein as elsewhere in the text.
The City ................................................................ The City of Miami Beach, Florida is located in Miami-Dade
County, Florida (the "County") on the southeast coast of
Florida and has an area of approximately 7.5 square miles.
The City is the third largest municipality in Miami-Dade
County, with an estimated 2000 population of approximately
95,881.
The Water and Sewer Utility ............................... The City's Water and Sewer Utility (the "Water and Sewer
Utility") is operated on a consolidated basis. The water
system serves as a distribution system to City residents. The
City purchases potable water at wholesale from the County.
The wastewater system provides collection and transmission
service to the City's population. The City's wastewater is
treated at the County's treatment plant, for which service the
City pays a monthly fee. The Water and Sewer Utility is
managed by the City's Public Works Department. The City
Commission has the exclusive authority to determine rates,
fees and charges for the services provided by the Water and
Sewer Utility. The Series 1995 Bonds described herein and
the Series 2000 Bonds will be the only long-term debt of the
Water and Sewer Utility at the time of the delivery of the
Series 2000 Bonds.
Capital Improvement Program ............................. The Capital Improvement Program of the Water and Sewer
Utility covers the period through September 30, 2006 and is
designed to maintain a satisfactory level of service, to improve
operating efficiencies of the Water and Sewer Utility and to
address future requirements of the Water and Sewer Utility.
The anticipated cost of $54,632,675 will be funded primarily
from the proceeds of the Series 2000 Bonds.
Purpose of the Bonds............................................ The Series 2000 Bonds are being issued for the purpose of
providing funds, together with other available moneys, to (i)
construct certain improvements to the Water and Sewer
Utility, (ii) pay certain capitalized interest on the Series 2000
Bonds, and (iii) pay certain costs of issuance of the Series
2000 Bonds, including the premiums for the Series 2000 Bond
Insurance Policy and the Series 2000 Reserve Surety.
Security for the Bonds .......................................... The Series 2000 Bonds are payable from and secured by a lien
on and pledge of Net Revenues of the Water and Sewer
Utility, and to the extent provided in the Bond Resolution,
from Impact Fees, and from all moneys held in the Funds and
Accounts established under the Bond Resolution, other than
the Rebate Fund and the Subordinated Indebtedness Account;
subject, however to the prior payment from revenues of the
expenses of operation and maintenance of the Water and
Sewer Utility. Upon the satisfaction of certain requirements
1
Redemption...........................................................
Municipal Bond Insurance....................................
Rate Covenant....... .............. ..................... .............
Additional Bonds ..................................................
set forth in the Bond Resolution, the City may issue
Additional Bonds, Refunding Bonds, Alternative Patity Debt
and certain Short-Term Indebtedness on a patity with the
Outstanding Series 1995 Bonds and the Series 2000 Bonds.
The City is not obligated to pay the Series 2000 Bonds or the
interest thereon except from the Net Revenues, and to the
extent provided in the Bond Resolution, from Impact Fees,
and neither the faith and credit nor any physical properties of
the City are pledged to the payment of the Series 2000 Bonds.
The issuance of the Series 2000 Bonds does not directly or
indirectly or contingently obligate the City to levy any form of
taxation whatever therefor or to make any appropriation for
their payment except from the Net Revenues, and to the extent
provided in the Bond Resolution, from Impact Fees. Neither
the full faith and credit nor the taxing power of the City, the
State of Florida or any political subdivision thereof is pledged
to the payment of the Series 2000 Bonds.
Certain of the Series 2000 Bonds are subject to redemption by
the City prior to matutity. See "THE SERIES 2000 BONDS"
herein.
The scheduled payment of principal of and interest on the
Series 2000 Bonds when due will be guaranteed under an
insurance policy (the "Series 2000 Bond Insurance Policy" or
the "Municipal Bond Insurance Policy") to be issued
concurrently with the delivery of the Series 2000 Bonds by
Ambac Assurance Corporation For a discussion of the terms
and provisions of that policy, including the limitations thereof,
see "MUNICIPAL BOND INSURANCE" herein.
The City covenants in the Bond Resolution that it will fix,
charge and collect reasonable rates and charges for the use of
the services and facilities furnished by the Water and Sewer
Utility and that from time to time, and as often as it sball
appear necessary, it will adjust such rates and cbarges by
increasing or decreasing the same or any selected categories of
rates and charges so that the Net Revenues (excluding from
the computation of Current Expenses for any Fiscal Year any
amount received from any source other than Revenues and
applied to the payment of Current Expenses in such Fiscal
Year) will be sufficient to provide an amount in each Fiscal
Year at least equal to one hundred ten percent (11 0%) of the
Principal and Interest Requirements for such Fiscal Year and
one bundred percent (100%) of all amounts required to be
deposited to the Reserve Account, Rate Stabilization Account
and Subordinated Indebtedness Account for such Fiscal Year.
Subject to satisfaction of certain specific requirements set
forth in the Bond Resolution, the City may issue Additional
Bonds on a parity with the Outstanding Series 1995 Bonds
and the Series 2000 Bonds, if either (i) the percentage derived
by dividing the Net Revenues projected for the Water and
2
Sewer Utility for the Fiscal Year following the Fiscal Year in
which the Completion Date of the Improvements to be
financed by the Additional Bonds is expected to occur,
adjusted as permitted by the Bond Resolution, by the
Maximum Principal and Interest Requirements, including the
Principal and Interest Requirements with respect to the
Additional Bonds then to be delivered, for any future Fiscal
Year is not less than 110%; or (it) the percentage derived by
dividing the Net Revenues for any period of twelve
consecutive months selected by the City out of the previous
eighteen months, by the Maximum Principal and Interest
Requirements, including the Principal and Interest
Requirements with respect to the Additional Bonds then to be
delivered, for any future Fiscal Year is not less than 110%.
See "SECURITY FOR THE SERIES 2000 BONDS--
Additional Bonds" herein.
3
OFFICIAL STATEMENT
RELATING TO
$53,670,000'
CITY OF MIAMI BEACH, FLORIDA
WATER AND SEWER REVENUE BONDS, SERIES 2000
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to set forth certain
information in connection with the sale by the City of Miami Beach, Florida (the "City") of its $53,670,000'
aggregate principal amount of Water and Sewer Revenue Bonds, Series 2000 (the "Series 2000 Bonds"). The Series
2000 Bonds, together with the City's Water and Sewer Revenue Bonds, Series 1995 presently Outstanding in the
aggregate principal amount of $51,280,000 (the "Series 1995 Bonds") and any Additional Bonds and Refunding
Bonds issued on a parity therewith, are collectively referred to as the "Bonds". The Series 2000 Bonds are being
issued pursuant to the Constitution and Laws of the State of Florida, including Chapter 166, Florida Statutes, and the
City of Miami Beach Charter (collectively, the "Act") and other applicable provisions of law and pursuant and
subject to the terms and conditions of a resolution adopted by the City Commission (the "Commission") on May 17,
1995 (the "Original Resolution"), as supplemented by a resolution adopted by the Commission on July 26, 2000
(together with the Original Resolution, as each may be further amended or supplemented from time to time, the
"Bond Resolution" or "Resolution"). All capitalized terms used in this Official Statement and not otherwise dermed
herein have the same meaning as provided in Appendix E attached hereto. Descriptions of the Series 2000 Bonds,
the Bond Resolution, and other agreements and documents contained herein constitute summaries of certain
provisions thereof, and do not purport to be complete. Reference is made to the Bond Resolution and such other
agreements and documents for a more complete description of such provisions, copies of which are on file at the
offices of the City.
PURPOSE OF THE SERIES 2000 BONDS
The Series 2000 Bonds are being issued for the purpose of providing funds, together with other available
moneys, to (i) construct certain improvements to the Water and Sewer Utility, (it) pay certain capitalized interest on
the Series 2000 Bonds, and (iii) pay certain costs of issuance of the Series 2000 Bonds, including the premiuros for
the Series 2000 Bond Insurance Policy and the Series 2000 Reserve Surety. The improvements to the Water and
Sewer Utility to be made with the proceeds of the Series 2000 Bonds are part of the improvements to be made
pursuant to the Five-Year Capital Improvement Program for the Water and Sewer Utility. See "THE WATER AND
SEWER UTILITY - The Five-Year Capital Improvement Program."
1
ESTIMATED SOURCES AND USES OF FUNDS.
The following table sets forth the estimated sources and uses of funds (exclusive of accrued interest) from
the proceeds of the Series 2000 Bonds:
Sources of Funds
Principal Amount of Series 2000 Bonds
Original Issue Discount
Total Estimated Sources of Funds
$
$
Uses of Funds
Deposit to Series 2000 Construction Subaccount'
Costs ofIssuance, including
Series 2000 Bond Insurance Policy and
Series 2000 Reserve Policy Premiuros
Underwriters' Discount
Total Estimated Uses of Funds
$
$
, Includes $
for capitalized interest.
2
THE SERIES 2000 BONDS
General
The Series 2000 Bonds will be dated August 15 ,2000. The Series 2000 Bonds will bear interest at the
rates or yields, and will mature on the dates and in the amounts set forth on the cover page of this Official
Statement. Interest on the Series 2000 Bonds is payable semiannually on March 1, 2001 and each September 1 and
March 1 thereafter. First Union National Bank, Miami, Florida, is acting as paying agent and bond registrar for the
Series 2000 Bonds (the "Bond Registrar").
Book-Entry Onlv Svstem
The Series 2000 Bonds will be issued in registered book-entry form only. Beneficial Owners (hereinafter
defmed) of the Series 2000 Bonds will not receive delivery of bond certificates. The Depository Trust Company
("DTC"), New York, New York, will act as securities depository for the Series 2000 Bonds. The Series 2000 Bonds
will be issued as fully registered securities in the name of Cede & Co. (DTC's partnership nominee). One fully
registered bond will be issued for each matutity of the Series 2000 Bonds, in the aggregate principal amount of such
matutity and will be deposited with DTC.
THE FOLLOWING DESCRIPTION OF THE PROCEDURES AND RECORDKEEPING WITH
RESPECT TO BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2000 BONDS, PAYMENT OF
INTEREST AND PRINCIPAL ON THE SERIES 2000 BONDS TO DTC PARTICIPANTS (AS HEREINAFTER
DEFINED) OR BENEFICIAL OWNERS OF THE SERIES 2000 BONDS, CONFIRMATION AND TRANSFER
OF BENEFICIAL OWNERSHIP INTERESTS IN THE SERIES 2000 BONDS AND OTHER RELATED
TRANSACTIONS BY AND BETWEEN DTC, THE DTC PARTICIPANTS AND BENEFICIAL OWNERS OF
THE SERIES 2000 BONDS IS BASED SOLELY ON INFORMATION FURNISHED BY DTC TO THE CITY
FOR INCLUSION IN THIS OFFICIAL STATEMENT. ACCORDINGLY, THE CITY NEITHER MAKES NOR
CAN MAKE ANY REPRESENTATIONS CONCERNING THESE MA ITERS.
SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE SERIES 2000 BONDS, AS
NOMINEE OF DTC, REFERENCES HEREIN TO THE BONDHOLDERS OR REGISTERED OWNERS OF THE
SERIES 2000 BONDS SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE SERIES 2000 BONDS.
DTC is a limited-purpose trust company organized under the New York Banking Law, a "banking
organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a
"clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17 A of the Securities Exchange Act of 1934. DTC holds securities
that its participants (the "Participants") deposit with DTC. DTC also facilitates the settlement among Participants of
securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-
entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities
certificates. Direct Participants (the "Direct Participants") include securities brokers and dealers, banks, trust
companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct
Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National
Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities
brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly (the "Indirect Participants"). The rules applicable to DTC and its
Participants are on file with the Securities and Exchange Commission.
Purchases of the Series 2000 Bonds under the DTC system must be made by or through Direct Participants,
which will receive a credit for the Series 2000 Bonds on DTC's records. The ownership interest of each actual
purchaser of each Series 2000 Bond (the "Beneficial Owner") is in turn to be recorded on the Participants' records.
Beneficial Owners will not receive written confmnation from DTC of their purchase, but Beneficial Owners are
3
expected to receive written confmnations providing details of the transaction, as well as periodic statements of their
holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the Series 2000 Bonds are to be accomplished by entries made on the books of
Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing
their ownership interests in the Series 2000 Bonds, except in the event that use of the book-entry system for the
Series 2000 Bonds is discontinued.
To facilitate subsequent transfers, all Series 2000 Bonds deposited by Participants with DTC are registered
in the name of DTC's partnership nominee, Cede & Co. The deposit of Series 2000 Bonds with DTC and their
registration in the name of Cede & Co. effect no change in beneficial ownership. DTC bas no knowledge of the
actual Beneficial Owners of the Series 2000 Bonds; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Series 2000 Bonds are credited, which mayor may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on behalf of their customers.
For every transfer and exchange of the Series 2000 Bonds, the Beneficial Owner may be charged a sum
sufficient to cover any tax, fee or other governmental charge that may be imposed in relation thereto.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to
Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Neither DTC nor Cede & Co. will consent or vote with respect to Series 2000 Bonds. Under its usual procedures,
DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2000 Bonds are
credited on the record date (identified in a listing attached to the Omnibus Proxy).
Principal and interest payments on the Series 2000 Bonds will be made to DTC. DTC's practice is to credit
Direct Participants' accounts on each payment date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on such payment date. Payments by
Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case
with securities held for the accounts of customers in bearer form or registered in "street name," and will be the
responsibility of such Participant and not of DTC, the Bond Registrar or the City, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the
responsibility of the City or the Bond Registrar, disbursement of such payments to Direct Participants shall be the
responsibility of DTC and disbursement of such payments to the Beneficial Owners sball be the responsibility of
Direct and Indirect Participants.
The City cannot and does not give any assurances that DTC, Participants or others will distribute payments
of principal of or interest on the Series 2000 Bonds paid to DTC or its nominee, as the registered owner, or any
notices, to the Beneficial Owner or that they will do so on a timely basis or will service and act in a manner
described in this Official Statement. Neither the City nor the Bond Registrar is responsible or liable for the failure
of DTC, Participants or others to make any payment or give any notice to a Beneficial Owner in respect of the
Series 2000 Bonds or any error or delay relating thereto.
When reference is made to any action which is required or permitted to be taken by the Beneficial Owners,
such reference shall only relate to those permitted to act (hy statute, regulation or otherwise) on behalf of such
Beneficial Owners for such purposes. When notices are given, they sball be sent by the City or the Bond Registrar,
as applicable, only to DTC.
DTC may discontinue providing its services as securities depository with respect to the Series 2000 Bonds
at any time by giving reasonable notice to the City or the Bond Registrar. Under such circurostances, in the event
that a successor securities depository is not obtained, the Series 2000 Bonds are required to be prepared in defmitive
form and delivered to the Beneficial Owners. The City may decide to discontinue use of the system of book-entry
transfers through DTC (or a successor securities depository). In that event, the Series 2000 Bonds will also be
prepared in defmitive form and delivered to the Beneficial Owners. See "APPENDIX E - The Bond Resolution"
4
herein for the provisions of the Bond Resolution relating to registration, transfer, exchange and payment of the
Series 2000 Bonds, if the book-entry only form of registration is terminated.
Ootional Redemotion of Series 2000 Bonds
The Series 2000 Bonds maturing prior to September 1, 20_ are not redeemable prior to their stated dates
ofmatutity. The Series 2000 Bonds maturing on September 1, 20_ or thereafter may be redeemed prior to their
stated dates of maturity at the option of the City as a whole or in part at any time on or after September 1,20_, in
such manner as the City shall determine and if in part in any order of matutity selected by the City and by lot or by
such other manner as the Bond Registrar shall deem appropriate within a matutity if less than a full matutity is to be
redeemed, at the following redemption prices (expressed as a percentage of principal amount), plus accrued interest
to the redemption date:
Redemption Periods (Dates Inclusive)
Redemption
Price
September 1, 20_ through August 31, 20_
September 1, 20_ through August 31, 20_
September 1, 20_ and thereafter
102%
101%
100%
Mandatorv Sinkinl! Fnnd Redemotion
The Series 2000 Bonds maturing on September 1, 20_ are subject to mandatory sinking fund redemption
prior to matutity in part by lot or by such other manner as the Bond Registrar shall deem appropriate, on September
1,20_ and on each September 1 thereafter to and including September 1, 20_, at a redemption price equal to the
principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, from
Amortization Requirements as follows:
Year
Principal
Amount
$
.
Final Matutity
The Series 2000 Bonds maturing on September 1, 20_ are subject to mandatory sinking fund redemption
prior to maturity in part by lot or by such other manner as the Bond Registrar shall deem appropriate, on September
1,20_ and on each September 1 thereafter to and including September 1, 20_, at a redemption price equal to the
principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, from
Amortization Requirements as follows:
5
Year
Principal
Amount
$
.
Final Matutity
Redemotion Notice
At least thirty (30) days, but not more than sixty (60) days, before the redemption date, a notice of any such
redemption, either in whole or in part, signed by the Finance Director, (a) shall be filed with the Bond Registrar, and
(b) shall be mailed, first class mail, postage prepaid, to all registered owners of Series 2000 Bonds (which, so long
as DTC shall act as securities depository for the Series 2000 Bonds, shall be Cede & Co.) to be redeemed at their
addresses as they appear on the registration books of the Bond Registrar, but failure so to mail any such notice sball
not affect the validity of the proceedings for such redemption. No assurance can be given by the City that DTC and
DTC Participants will promptly transmit notices of redemption to Beneficial Owners. After such redemption date,
interest will no longer accrue on such Series 2000 Bonds called for redemption, so long as the required funds are on
deposit for their redemptions. Owners of such Series 2000 Bonds should thereafter look solely to such funds for
payment.
6
SECURITY FOR THE SERIES 2000 BONDS
General
The Bonds issued under the Resolution are limited obligations of the City, solely payable from and secured
by a lien upon and pledge of Net Revenues and, to the extent provided in the Bond Resolution, from Impact Fees
and Special Assessments, and all moneys held in the respective Funds and Accounts established under the Bond
Resolution other than the Subordinated Indebtedness Account and the Rebate Fund (collectively, the "Pledged
Revenues"). See Appendix E hereto for a further description of the Pledged Revenues. The Series 2000 Bonds are
payable from and secured by the Pledged Revenues on a parity with the Series 1995 Bonds, any Additional Bonds
and Refunding Bonds that may be issued from time to time under the Resolution and Altemative Patity Debt and
certain Short-Term Indebtedness that may be issued from time to time. With respect to the Series 2000 Bonds, there
will be no Special Assessments and only a limited amount of Impact Fees available to pay principal of and interest
on the Series 2000 Bonds, as further described below, and therefore, as applied to the Series 2000 Bonds, "Pledged
Revenues" shall not be deemed to include Special Assessments and shall be deemed to include Impact Fees only to
the extent described below.
''Net Revenues" is defmed in the Bond Resolution as being, for any particular period, the amount of
Revenues for such period less Current Expenses for such period.
"Revenues" is defmed in the Bond Resolution as all moneys received by the City in connection with or as a
result of its ownership or operation of the Water and Sewer Utility, including the income derived by the City from
the sale of water produced, treated or distributed by, or the collection, transmission, treatment or disposal of
wastewater by, the Water and Sewer Utility, any proceeds of use and occupancy insurance on the Water and Sewer
Utility or any part thereof, payments made to the City under Interest Rate Swap arrangements, income from
investments made under the Resolution and, except for certain purposes related to the issuance of Additional Bonds
under the Bond Resolution, amounts transferred or to be transferred from the Rate Stabilization Account; provided,
however, Revenues shall not include grants, contributions or donations, investment income from investments of
moneys on deposit in the Construction Fund, the Subordinated Indebtedness Account, the Impact Fee Account and
the Special Assessment Account, proceeds of insurance (except use and occupancy insurance) and condemnation
awards, moneys held in the Subordinated Indebtedness Account and in any Arbitrage Rebate Fund created pursuant
to the Bond Resolution, proceeds of sales of property constituting a part of the Water and Sewer Utility, Special
Assessments, the proceeds of Bonds or other Utility Debt and Impact Fees.
"Current Expenses" is defmed in the Bond Resolution as the City's reasonable and necessary current
expenses of maintenance, repair and operation of the Water and Sewer Utility and sball include, without limiting the
generality of the foregoing, all ordinary and usual expenses of maintenance and repair, which may include expenses
not annually recurring, all payments due to the County for the services Miami-Dade Water and Sewer Department
("MDW ASD") provides to the City in connection with the Water and Sewer Utility, any reasonable payments to
pension or retirement funds properly chargeable to the Water and Sewer Utility, insurance premiuros, engineering
expenses relating to maintenance, repair and operation, fees and expenses of the Bond Registrar, legal and
accounting expenses, any fees, fmes, or penalties lawfully imposed on the Water and Sewer Utility, any taxes which
may be lawfully imposed on the Water and Sewer Utility or its income or operations and reserves for such taxes,
annual fees for the maintenance of Credit Facilities, Liquidity Facilities, Reserve Account Insurance Policies,
Reserve Account Letters of Credit or Interest Rate Swaps (other than payments due under an Interest Rate Swap on
a patity with interest due on the Bonds and termination payments thereunder), and any other expenses required to be
paid by the City in connection with the Water and Sewer Utility under the provisions of the Resolution or by law,
including any amounts required from time to time to pay arbitrage rebate to the United States of America or to fund
the Arbitrage Rebate Fund, but shall not include any reserves for extraordinary maintenance or repair, or any
allowance for depreciation, or any administrative expenses payable to the City's General Fund, or any deposits or
transfers to the credit of the Debt Service Account, the Reserve Account, the Rate Stabilization Account, the
Subordinated Indebtedness Account, the Impact Fee Account or the Special Assessment Account.
7
"Impact Fees" is defmed in the Bond Resolution as all nonrefundable (except at the option of the City)
capital recovery charges, pollution control fees, capacity cbarges and other similar fees and charges separately
imposed by the City as a nonuser capacity cbarge for the proportionate share of the cost of expanding, oversizing,
separating or constructing Improvements to the Water and Sewer Utility and any investment earnings from the
investment of funds on deposit in the Impact Fee Account, but excluding those charges imposed by the City on
persons connecting to the Water and Sewer Utility for the cost of physically connecting thereto, such as the costs of
excavation, plumbing, installation of meters and landscaping.
The Bond Resolution provides that Impact Fees can be used to pay debt service on Bonds only to the extent
permitted by law. Applicable Florida law limits the amount of Impact Fees which can be used for the payment of
debt service on Bonds in any year to debt service with respect to Bonds issued to expand the capacity of the Water
and Sewer Utility. Such amount is computed separately with respect to Improvements to the water system and
sewer system portions of the Water and Sewer Utility by multiplying the total debt service on the Bonds in that year
by the fraction, the numerator of which is the total principal amount of Bonds originally issued (including all
Additional Bonds and without taking into account any repayments of principal) (the "Original Issue Amount") that
have been allocated to Improvements for the oversizing, expanding or constructing of new additions to the water
system portion and sewer system portion of the Water and Sewer Utility, as applicable, all of which are designed to
expand its capacity, by certificate of the Consulting Engineers at the time of issuance of such Bonds, and the
denominator of which is the Original Issue Amount for all Bonds issued under the Bond Resolution. If Impact Fees
are used to redeem Bonds in advance of their scheduled matutity or in excess of the Amortization Requirements due
on the Bonds in such year, the numerator of the fraction described above must be reduced by the principal amount
of Bonds so redeemed. The fractions described above, as adjusted from time to time, are referred to herein as the
"Expansion Project Percentage". The Consulting Engineers estimate that upon issuance of the Series 2000 Bonds,
the Expansion Project Percentage with respect to the water system portion will be 9% and with respect to the sewer
system portion will be 8%. The City estimates that in each Fiscal Year $100,000 of Impact Fees with respect to the
water system and $100,000 with respect to the sewer system will be available to pay debt service on the outstanding
Bonds.
The Series 2000 Bonds will have a first lien on the Pledged Revenues on a patity with the lien thereon in
favor of the Series 1995 Bonds and any Additional Bonds, Refunding Bonds, Alternative Patity Debt and certain
Short-Term Indebtedness that may hereafter be issued from time to time. Apart from the Series 1995 Bonds, there
are currently no other outstanding obligations of the City with any lien on the Pledged Revenues.
The City is not obligated to pay the Series 2000 Bonds or the interest thereon except from the Pledged
Revenues and neither the faith and credit nor any physical properties of the City are pledged to the payment of the
Series 2000 Bonds. The issuance of the Series 2000 Bonds does not directly or indirectly or contingently obligate
the City to levy any form of taxation whatever therefor or to make any appropriation for their payment except from
the Pledged Revenues. Neither the full faith and credit nor the taxing power of the City, Miami-Dade County,
Florida (the "County"), the State of Florida or any political subdivision thereof is pledged to the payment of the
Series 2000 Bonds.
Flow of Funds
The Bond Resolution establishes the Construction Fund and the Enterprise Fund. The Enterprise Fund
consists of the Debt Service Account (and within the Debt Service Account, the Bond Service Subaccount and
Redemption Subaccount), Reserve Account, Rate Stabilization Account, Subordinated Indebtedness Account,
Impact Fee Account and Special Assessment Account. All such funds and accounts to be held under the Bond
Resolution will be held by the City, and no independent trustee has been appointed to hold the moneys in such funds
for the benefit of the Bondholders.
The City will deposit all Revenues collected from the Water and Sewer Utility's operations into the
Enterprise Fund. Not later than the 20th day of each month, the City will withdraw from the Enterprise Fund
(except for an amount equal to two month's Current Expenses under the Annual Budget, which amount sball be
held for the payment of Current Expenses) and deposit the funds withdrawn in the following order:
8
(a) To the Bond Service Subaccount of the Debt Service Account, an amount which,
together with amounts concurrently deposited therein from Impact Fees pursuant to the Bond Resolution
and from Special Assessments pursuant to the Bond Resolution, will equal one-sixth (1/6) of interest
payable on the Bonds of each Series on the next Interest Payment Date, plus one-twelfth (1/12) (or, if
principal is payable semiannually, one-sixth (1/6)) of the next maturing installment of principal on all
Serial Bonds then Outstanding; such amounts to be adjusted in each month intervening between the date of
delivery of the Bonds and the next succeeding Interest Payment Date or principal payment date to add to
the required deposit an additional amount which, when multiplied by the number of deposits to the credit
of the Bond Service Subaccount required to be made will equal the amount needed to pay principal and
interest on such Bonds when such payments are due on the next Interest Payment Date or principal
payment date;
(b) To the Redemption Subaccount of the Debt Service Account, an amount which, together
with amounts concurrently deposited therein from Impact Fees pursuant to the Bond Resolution and from
Special Assessments pursuant to the Bond Resolution, will equal one-twelfth (1/12) (or, if any Bonds are
retired semiannually, one-sixth (1/6)) of the principal amount of Term Bonds of each Series to be retired
for such Fiscal Year;
(c) To the Reserve Account, if necessary, the amount needed to make the amount deposited
to the credit of the Reserve Account in such month equal to the Reserve Account Deposit Requirement for
such month; provided, however, that if the Reserve Account Deposit Requirement is being satisfied by the
restoration of any withdrawal under a Reserve Account Insurance Policy or a Reserve Account Letter of
Credit, there sball be paid to the provider thereof such amount, if any, of any balance remaining after the
deposits under clauses (a) and (b) above, as may be required to cause the Reserve Account Deposit
Requirement to be satisfied;
(d) To the Rate Stabilization Account, amounts determined from time to time by the
Commission; and
(e) To the Subordinated Indebtedness Account, one-twelfth (1/12) of the amount required to
satisfy the principal, redemption premium, if any, and interest requirements of subordinated Indebtedness
for the succeeding twelve month period and the amount, if any, required to be deposited in any special
reserve subaccount established within the Subordinated Indebtedness Account.
Impact Fees are required to be deposited to the Impact Fee Account, and Special Assessments are required
to be deposited to the Special Assessment Account, and the amounts in such Accounts are required to be used for
the specific purposes for which such Impact Fees or Special Assessments have been levied. See Appendix E hereto
for a further description of such Accounts.
Reserve Account
General. Under the Resolution, the City bas established the Reserve Account within the Enterprise Fund.
The Reserve Account is held for the benefit of all Bonds Outstanding except that the Series Resolution for one or
more particular Series of Bonds may establish a separate subaccount within the Reserve Account for such particular
Series of Bonds and, in such event, such Series of Bonds shall be secured only by the moneys held for the credit of
such subaccount and by no other amounts held for the credit of the Reserve Account, and the Bonds outstanding of
any other Series will have no claim whatsoever on the moneys held for the credit of such separate subaccount in the
Reserve Account. No separate subaccount is being established with respect to the Series 2000 Bonds.
The Reserve Account Requirement under the Resolution is an amount equal to the lesser of (i) the
Maximum Principal and Interest Requirements for all outstanding Bonds, or (ii) the maximum amount allowed to be
funded from Bond proceeds under the Code; provided that if the Series Resolution corresponding to a Series of
Bonds provides for the establishment of a separate subaccount in the Reserve Account to secure only such Series of
Bonds (with such Series of Bonds having no claim on the other moneys deposited to the credit of the Reserve
9
Account), the Reserve Account Requirement for such Series of Bonds shall be calculated as set forth in the
corresponding Series Resolution.
Upon the issuance of a Series of Bonds, unless funded from the proceeds of such Series of Bonds, the City
is required to make deposits to the Reserve Account from the Enterprise Fund each month (after makiog the
deposits to the Debt Service Account and Redemption Account) of one-twelfth (1/12) of the increase in the Reserve
Account Requirement resulting from the issuance of such Series of Bonds until the amount on deposit therein equals
the Reserve Account Requirement, unless the Series Resolution for such Series of Bonds establishes a separate
subaccount in the Reserve Account to secure only such Series of Bonds (with such Series of Bonds baving no claim
on the other moneys deposited to the credit of the Reserve Account). If the Reserve Account or any separate
subaccount therein for any Series contains less than the Reserve Account Requirement, then the City is required to
make deposits therein from the Enterprise Fund each month (after making deposits to the Debt Service Account and
Redemption Account), of one-twelfth (1/12) of the deficiency, until the Reserve Account Requirement is met.
Moneys held for the credit of the Reserve Account will frrst be used for the purpose of paying the interest
on and the principal of the Bonds whenever and to the extent that the moneys held for the credit of the Bond Service
Subaccount (after any transfers thereto from the Rate Stabilization Account) sball be insufficient for such purpose
and thereafter for the purpose of making deposits to the credit of the Redemption Subaccount in respect of such
Bonds whenever and to the extent that withdrawals from the Enterprise Fund (including transfers from the Rate
Stabilization Account) are insufficient for such purposes; provided, however, that moneys held for the credit of a
separate subaccount in the Reserve Account shall be applied to the foregoing purposes and in the foregoing manner,
but only for the benefit of the Series of Bonds for which such separate subaccount was established. Unless
otherwise specified by resolution of the Commission, if the moneys held in the Reserve Account exceed the Reserve
Account Requirement, such excess is required to be withdrawn and deposited to the credit of the Enterprise Fund.
The Resolution permits the City to satisfy all or a portion of the Reserve Account Requirement by
depositing in the Reserve Account (or any subaccount therein) a Reserve Account Insurance Policy or Reserve
Account Letter of Credit, in lieu of any required deposits into, or in substitution for the amounts on deposit in, the
Reserve Account (or the applicable subaccount therein). The entity providing such facility must, at the time of so
providing, be of sufficient credit quality to enable debt backed by its facility to be rated in one of the two highest
rating categories (without regard to any gradations within such categories) by either Standard & Poor's Ratings
Services or Moody's Investors Service, Inc.
The City satisfied the Reserve Account Requirement with respect to the Series 1995 Bonds by depositing
into the Reserve Account, a Reserve Account Insurance Policy for the benefit of the Holders of the Series 1995
Bonds issued by Financial Security Assurance Inc. ("Financial Security") and, as security for its repayment
obligations relating to such Reserve Account Insurance Policy, granted Financial Security a lien upon the Pledged
Revenues subordinate to the lien granted to Bondholders under the Resolution.
Series 2000 Reserve Policv. As permitted by the Resolution, the City has determined to deposit a surety
bond (the "Series 2000 Reserve Policy" or the "Surety Bond") to be provided by Ambac Assurance into the Reserve
Account in lieu of funding the required deposits therein in connection with the Series 2000 Bonds. See
"MUNICIPAL BOND INSURANCE" for a description of Ambac Assurance. The Series 2000 Bonds will only be
delivered upon the issuance of the Surety Bond. The premium on the Surety Bond is to be fully paid at or prior to
the issuance and delivery of the Series 2000 Bonds. The Surety Bond provides that upon the later of (i) one (1) day
after receipt by Ambac Assurance of a demand for payment executed by the Paying Agent certifying that provision
for the payment of principal of or interest on the Series 2000 Bonds when due has not been made or (it) the interest
payment date specified in the Demand for Payment submitted to Ambac Assurance, Ambac Assurance will
promptly deposit funds with the Paying Agent sufficient to enable the Paying Agent to make such payments due on
the Series 2000 Bonds, but in no event exceeding the Surety Bond Coverage, as defmed in the Surety Bond.
Pursuant to the terms of the Surety Bond, the Surety Bond Coverage is automatically reduced to the extent
of each payment made by Ambac Assurance under the terms of the Surety Bond and the City is required to
reimburse Ambac Assurance for any draws under the Surety Bond with interest at a market rate. Upon such
10
reimbursement, the Surety Bond is reinstated to the extent of each principal reimbursement up to but not exceeding
the Surety Bond Coverage. The reimbursement obligation of the City is subordinate to the City's obligations with
respect to the Bonds.
In the event the amount on deposit, or credited to the Reserve Account, exceeds the amount of the Surety
Bond, any draw on the Surety Bond shall be made only after all the funds in the Reserve Account bave been
expended. In the event that the amount on deposit in, or credited to, the Reserve Account, in addition to the amount
available under the Surety Bond, includes amounts available under a letter of credit, insurance policy, surety bond
or other such funding instrument (the "Additional Funding Instrument"), draws on the Surety Bond and the
Additional Funding Instrument shall be made on a pro rata basis to fund the insufficiency. The Resolution provides
that the Reserve Account shall be replenished in the following priority: (i) principal and interest on the Surety Bond
and on the Additional Funding Instrument shall be paid from first available Revenues on a pro rata basis; (ii) after
all such amounts are paid in full, amounts necessary to fund the Reserve Account to the required level, after taking
into account the amounts available under the Surety Bond and the Additional Funding Instrument shall be deposited
from next available Revenues.
The Surety Bond does not insure against nonpayment caused by the insolvency or negligence of the
Trustee or the Paying Agent.
The insurance provided by the Surety Bond is not covered by the Florida Insurance Guaranty Association.
Rate Covenant
The City bas covenanted in the Bond Resolution that it will fix, cbarge and collect reasonable rates and
charges for the use of the services and facilities furnished by the Water and Sewer Utility and that from time to time,
and as often as it shall appear necessary, it will adjust such rates and charges by increasing or decreasing the same or
any selected categories of rates and charges so that the Net Revenues (excluding from the computation of Current
Expenses for any Fiscal Year any amount received from any source other than Revenues and applied to the payment
of Current Expenses in such Fiscal Year) will be sufficient to provide an amount in each Fiscal Year at least equal to
110% of Principal and Interest Requirements on all Bonds for such Fiscal Year and 100% of all amounts required to
be deposited to the Reserve Account (or paid to the provider of a Reserve Account Insurance Policy or Reserve
Account Letter of Credit), Rate Stabilization Account and Subordinated Indebtedness Account for such Fiscal Year.
If the City has covenanted to levy Special Assessments or Impact Fees against property to be benefited by
any Improvements (which levy is done in accordance with State law), and if, in the case of Special Assessments, the
City has pledged such Special Assessments to the payment of Bonds or portions thereof and if, in the case of Impact
Fees, such Impact Fees are legally available for application with respect to the payment of Bonds or portions
thereof, then the Net Revenues in any Fiscal Year for purposes of the rate covenant shall be increased by an amount
equal to eighty percent (80%) of the amount which the Consulting Engineers estimate will be received from the levy
of said Special Assessments or Impact Fees, as the case may be, during such Fiscal Year, said amount to be the
installment payments on the special Assessments or Impact Fees, as the case may be, plus, in the case of Special
Assessments, any interest payable on the unpaid portion of the Special Assessments during such Fiscal Year.
If in any Fiscal Year the Net Revenues are less than the amount required under the preceding paragraphs,
within 30 days of the receipt of the audit report for such Fiscal Year (which, under the Bond Resolution, may be the
provisions of the City's Consolidated Audited Financial Report relating to the Water and Sewer Utility), the City is
required to either cause the Finance Director, or employ a Rate Consultant, to review and analyze the fmancial
status and operations of the Water and Sewer Utility, and to submit, within 60 days thereafter, a written report to the
City recommending revisions of the rates, fees and charges of the Water and Sewer Utility and the methods of
operation of the Water and Sewer Utility that will result in producing the amount so required in the following Fiscal
Year. Promptly upon its receipt of such recommendations, the City is required to transmit copies thereof to the City
Manager and Finance Director and to revise its rates, fees and cbarges, or alter its methods of operation and take
such other action as will conform with such recommendations.
11
If the City fails to comply with the recommendations of the Finance Director or Rate Consultant, as
applicable, the registered owners of not less than 10% in principal amount (in the case of the owners of Capital
Appreciation Series 2000 Bonds, the principal amount shall be deemed to mean the Accreted Value thereof) of all
Bonds then outstanding may institute and prosecute an action or proceeding in any court or before any board or
commission baving jurisdiction to compel the City to comply with the recommendations and the requirements of the
preceding paragraph.
If the City complies with all recommendations of the Finance Director or Rate Consultant, as applicable, in
respect to its rates, fees, charges and methods of operation, the failure of Net Revenues to meet the rate covenant
described above will not constitute an Event of Default so long as the Revenues, together with available moneys in
the Funds and Accounts created under the Bond Resolution other than the Rebate Fund, are sufficient to pay in cash
the current Expenses and to pay the Principal and Interest Requirements on all Outstanding Bonds and other Utility
Debt for such Fiscal Year.
Additional Bonds
Additional Bonds of the City may be issued under and secured by the Bond Resolution, on a patity as to
the pledge of the Net Revenues of the Water and Sewer Utility with the Series 1995 Bonds, the Series 2000 Bonds
and any Additional Bonds, Refunding Bonds, Alternative Parity Debt and Short-Term Indebtedness issued on a
patity therewith and secured by the Bond Resolution and then Outstanding, subject to the conditions described
below, from time to time, for the purpose of paying all or any part of the Cost of any Improvements and the funding
of the Reserve Account and/or the Rate Stabilization Account.
Before any Additional Bonds are permitted to be issued under the Bond Resolution, there sball be filed
with the City, among other things, the following:
(a) a certificate of the Finance Director, an Accountant or the Rate Consultant,
demonstrating that either (i) the percentage derived by dividing the Net Revenues projected for the Water
and Sewer Utility for the Fiscal Year following the Fiscal Year in which the Completion Date of the
Improvements to be fmanced by the Additional Bonds then to be delivered is expected to occur, as certified
by the Rate Consultant, adjusted as permitted below, by the Maximum Principal and Interest Requirements,
including the Principal and Interest Requirements with respect to the Additional Bonds then to be
delivered, for any future Fiscal Year is not less then one hundred ten percent (110%); or (it) the percentage
derived by dividing the Net Revenues for any period of twelve consecutive months selected by the City out
of the eighteen months preceding the delivery of such certificate, by the Maximum Principal and Interest
Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then
to be delivered, for any future Fiscal Year is not less than 110% (the period during which Net Revenues are
determined being referred to hereinafter as the "Measurement Period"); and
(b) if the certificate described in (a)(i) above is being delivered, a certificate of the Rate
Consultant setting forth the projected Net Revenues for the Fiscal Year following the Fiscal Year in which
the Completion Date of the Improvements to be fmanced by the Additional Bonds then to be delivered is
expected to occur; and
(c) a certificate of the Finance Director to the effect that no event of default under the Bond
Resolution and no event which with the passage of time, the giving of notice or both would become an
event of default, bas occurred within the twelve consecutive calendar months prior to the date of such
certificate and is continuing, or, if any such event or events has occurred and is continuing, that the
issuance of such Series of Additional Bonds will cure the same.
In determining whether to execute and deliver the certificate mentioned in paragraph ( a) above, the
following adjustments to Net Revenues may be made:
12
(1) If the City, prior to the issuance of the proposed Additional Bonds, shall bave increased the rates,
fees, rentals or other cbarges for the services of the Water and Sewer Utility, the Net Revenues for the Measurement
Period shall be adjusted to show the Net Revenues which would bave been derived from the water and Sewer Utility
in such Measurement Period as if such increased rates, fees, rentals or other cbarges for the services of the Water
and Sewer Utility bad been in effect during all of such Measurement Period.
(2) If the City shall have acquired or has contracted to acquire any privately or publicly owned
existing water system or sewer system, then the Net Revenues derived from the Water and Sewer Utility during the
Measurement Period sball be increased by addition to the Net Revenues for the Measurement Period of the Net
Revenues which would have been derived from said existing water system or sewer system as if such existing water
system or sewer system bad been a part of the Water and Sewer Utility during the Measurement Period. For the
purposes of this paragraph, the net revenues derived from said existing water system or sewer system during the
Measurement Period shall be adjusted by deducting the cost of operation and maintenance of said existing water
system or sewer system from the gross revenues of said existing water system or sewer system in the same manner
provided in this Resolution for the determination of Net Revenues.
(3) If the City, in connection with the issuance of Additional Bonds, sball enter into a contract (with a
duration not less than the fmal matutity of such Additional Bonds) with any public or private entity whereby the
City agrees to furnish services in connection with any water system or sewer system then the Net Revenues of the
Water and Sewer Utility during the Measurement Period shall be increased by the least amount which said public or
private entity shall guarantee to pay in anyone year for the furnishing of said services by the City, after deducting
therefrom the proportion of operating expenses and repair, renewal and replacement cost attributable in such year to
such services. Such payments shall be deemed to be Net Revenues of the Water and Sewer Utility and pledged for
the Bonds in the same manner as other Net Revenues of the Water and Sewer Utility.
(4) If the City has covenanted to levy Special Assessments or Impact Fees against property to be
benefited by any Improvements (which levy must be done in accordance with State law), and if, in the case of
Special Assessments, the City has pledged or pledges such Special Assessments to the payment of Bonds or portions
thereof and if, in the case of Impact Fees, such Impact Fees are legally available for application with respect to
Bonds or portions thereof, then solely for purposes of clauses (a) and (b) above the Net Revenues during the
Measurement Period shall be increased by an amount equal to eighty percent (80%) of the amount which the
Consulting Engineers estimate will be received from the levy of said Special Assessments or Impact Fees, as the
case may be, during any Fiscal Year occurring within three years of the date of the sale of such Additional Bonds,
said amount to be the installment payments on the Special Assessments or Impact Fees, as the case may be, plus, in
the case of Special Assessments, any interest payable on the unpaid portion of the Special Assessments during such
Fiscal Year.
Refundinl! Bonds
Under the provisions of the Bond Resolution, Refunding Bonds of the City may be issued under and
secured by the Bond Resolution, on a patity with the Series 1995 Bonds, the Series 2000 Bonds, and any Additional
Bonds, Refunding Bonds, Alternative Patity Debt and Short-Term Indebtedness issued on a parity therewith, for the
purpose of refunding all or any portion of the Series 1995 Bonds, the Series 2000 Bonds or such additional patity
Bonds Outstanding, funding the Reserve Account and/or the Rate Stabilization Account and paying any expenses in
connection with such refunding; provided that, before such Additional Bonds are permitted to be issued, there sball
be filed with the City Clerk, among other things, either (i) a certificate of the Finance Director that the issuance of
the Refunding Bonds will result in a decrease in total Principal and Interest Requirements for all Bonds outstanding,
or (it) the certificates required by (a), (b) and (c) under the caption "Additional Bonds" above; provided, however,
that with respect to the certificates required by (a) and (b), the projected Net Revenues shall be computed for the
Fiscal Year inrrnediately following the issuance of the Refunding Bonds.
13
Other Indebtedness
The City may also issue other types of indebtedness as provided in the Bond Resolution, including certain
Short-Term Indebtedness and Alternative Patity Debt on a patity with the Series 1995 Bonds and the Series 2000
Bonds. Such Short-Term Indebtedness may be issued without meeting any patity test. For a description of such
other types of indebtedness and the tests applicable to the issuance thereof, see Appendix E hereto (Sections 211 and
212 of the Original Resolution).
MUNICIPAL BOND INSURANCE
Pavment Pursuant to Munlcioal Bond Insurance Policv
Ambac Assurance has made a commitment to issue a municipal bond insurance policy (the "Municipal Bond
Insurance Policy") relating to the Series 2000 Bonds effective as of the date of issuance of the Series 2000 Bonds.
Under the terms of the Municipal Bond Insurance Policy, Ambac Assurance will pay to the United States Trust
Company of New York, in New Yode, New York or any successor thereto (the "Insurance Trustee") that portion of the
principal of and interest on the Series 2000 Bonds which sbal1 become Due for Payment but shall be unpaid by reason
of Nonpayment by the Issuer (as such terms are defmed in the Municipal Bond Insurance Policy). Ambac Assurance
will make such payments to the Insurance Trustee on the later of the date on which such principal and interest becomes
Due for Payment or within one business day following the date on which Ambac Assurance sball have received notice
of Nonpayment from the TrusteeIPaying Agent. The insurance will extend for the term of the Series 2000 Bonds and,
once issued, cannot be canceled by Ambac Assurance.
The Municipal Bond Insurance Policy will insure payment only on stated matutity dates and on mandatory
sinking fund installment dates, in the case of principal, and on stated dates for payment, in the case of interest. If the
Series 2000 Bonds become subject to mandatory redemption and insufficient funds are available for redemption of all
outstanding Series 2000 Bonds, Ambac Assurance will remain obligated to pay principal of and interest on outstanding
Series 2000 Bonds on the originalIy scheduled interest and principal payment dates including mandatory sinking fund
redemption dates. In the event of any acceleration of the principal of the Series 2000 Bonds, the insured payments will
be made at such times and in such amounts as would bave been made bad there not been an acceleration.
In the event the TrusteeIPaying Agent has notice that any payment of principal of or interest on a Series 2000
Bond which has become Due for Payment and which is made to a Bondholder by or on bebalf of the Issuer has been
deemed a preferential transfer and theretofore recovered from its registered owner pursuant to the United States
Baokruptcy Code in accordance with a final, nonappealable order of a court of competent jurisdiction, such registered
owner will be entitled to payment from Ambac Assurance to the extent of such recovery if sufficient funds are not
otherwise available.
The Municipal Bond Insurance Policy does not insure any risk other than Nonpayment, as defined in the
Policy. Specifically, the Municipal Bond Insurance Policy does not cover:
1. payment on acceleration, as a result of a call for redemption (other than mandatory sinking fund
redemption) or as a result of any other advancement ofmatutity.
2. payment of any redemption, prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or negligence of any Trustee or
Paying Agent, if any.
If it becomes necessary to call upon the Municipal Bond Insurance Policy, payment of principal requires
surrender of Series 2000 Bonds to the Insurance Trustee together with an appropriate instrument of assignment so as to
pennit ownership of such Series 2000 Bonds to be registered in the name of Ambac Assurance to the extent of the
payment under the Municipal Bond Insurance Policy. Payment of interest pursuant to the Municipal Bond Insurance
14
Policy requires proof of Bondholder entitlement to interest payments and an appropriate assignment of the
Bondholder's right to payment to Ambac Assurance.
Upon payment of the insurance benefits, Ambac Assurance will become the owner of the Series 2000 Bond,
appurtenant coupon, if any, or right to payment of principal or interest on such Series 2000 Bond and will be fully
subrogated to the surrendering Bondholder's rights to payment.
The insurance provided by the Municipal Bond Insurance Policy is not covered by the Florida Insurance
Guaranty Association.
Ambac Assurance Corooration
Ambac Assurance Corporation ("Ambac Assurance") is a Wisconsin-domiciled stock insurance
corporation regulated by the Office of the Commissioner of Insurance of the State of Wisconsin and licensed to do
business in 50 states, the District of Columbia, the Territory of Guam and the Commonwealth of Puerto Rico, with
admitted assets of approximately $4,031,000,000 (unaudited) and statutory capital of approximately
$2,474,000,000 (unaudited) as of March 31, 2000. Statutory capital consists of Ambac Assurance's policyholders'
surplus and statutory contingency reserve. Standard & Poor's Ratings Services, a Division of The McGraw-Hill
Companies, Moody's Investors Service and Fitch IBCA, Inc. bave each assigned a triple-A fmancial strength rating
to Ambac Assurance.
Ambac Assurance has obtained a ruling from the Internal Revenue Service to the effect that the insuring of an
obligation by Ambac Assurance will not affect the treatment for federal income tax purposes of interest on such
obligation and that insurance proceeds representing maturing interest paid by Ambac Assurance under policy
provisions substantially identical to those contained in its municipal bond insurance policy shall be treated for federal
income tax purposes in the same manner as if such payments were made by the issuer of the bonds.
Ambac Assurance makes no representation regarding the Series 2000 Bonds or the advisability of investing in the
Series 2000 Bonds and makes no representation regarding, nor bas it participated in the preparation of, the Official
Statement other than the information supplied by Ambac Assurance and presented under the heading "MUNICIPAL
BOND INSURANCE".
Available Information
The parent company of Ambac Assurance, Amhsc Financial Group, Inc. (the "Company''), is subject to the
informational requirements of the Securities Exchsnge Act of 1934, as amended (the "Exchange Act''), and in accordance
therewith files reports, proxy statements and other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, NW., Washington, D.C. 20549 and at the Commission's
regional offices at 7 World Trade Center, New York, New York 10048 and Northwestem Atrium Center, 500 West
Madison Street, Suite 1400, Chicago, 111inois 60661. Copies of such material can be obtained from the public reference
section of the Commission at 450 Fifth Street, NW., Washington, D.C. 20549 at prescnbed rates. In addition, the
aforementioned material may also be inspected at the offices of the New York Stock Exchange, Inc. (the ''NYSE'') at 20
Broad Street, New York, New York 10005. The Company's Common Stock is listed on the NYSE.
Copies of Ambac Assurance's fmancial statements prepared in accordance with statutory accounting
standards are available from Ambac Assurance. The address of Ambac Assurance's administrative offices and its
telephone number are One State Street Plaza, 17th Floor, New York, New York, 10004 and (212) 668-0340.
Incorooration of Certain Documents bv Reference
The following documents fIled by the Company with the Commission (File No. 1-10777) are incorporated by
reference in this Official Statement:
15
1) The Company's Current Report on Form 8-K dated January 26, 2000 and filed on January
27,2000;
2) The Company's Current Report on Form 8-K dated March 13, 2000 and fIled on March 13,
2000;
3) The Company's Current Report on Form 8-K dated March 21,2000 and filed on March 22,
2000;
4) The Company's Annual Report on Form lOoK for the fiscal year ended December 31,1999
and filed on March 30, 2000; and
5) The Company's Quarterly Report on Form 10-0 for the quarter ended March 31, 2000 and
fIled on May 12, 2000.
All documents subsequently fIled by the Company pursuant to the requirements of the Exchange Act after the date of
this Official Statement will be available for inspection in the same manner as described above in " Available
Information".
Ril!hts of the Bond Insurer
Under the provisions of the Resolution, the Bond Insurer is to be treated as the holder of all the Series 2000
Bonds, in lieu of the beneficial owners of the Series 2000 Bonds, for purposes of exercising any voting right or
privilege or giving any consent or direction or taking any other action that the owners of the Series 2000 Bonds are
entitled to take. By purchasing the Series 2000 Bonds, the owners thereof, on their own behalf and on behalf of all
subsequent owners of the Series 2000 Bonds, will have consented to such provisions.
THE WATER AND SEWER UTILITY
The following is intended to provide only a summary description of the Water and Sewer Utility. For a
more detailed description, see the report of Camp Dresser & McKee Inc. annexed hereto as Appendix B.,
General
The City's Water and Sewer Utility is operated on a consolidated basis. The water system serves as a
distribution system to City residents, and has no treatment facilities. The City purchases potable water at wholesale
prices from the County. The wastewater system provides collection and transmission service to City residents, and
has no treatment facilities. The City's wastewater is treated at one of the County's treatment plants. For those
services the City pays a monthly fee directly proportional to the amount of water consumed and wastewater
generated.
The Public Works Deoartment
The City exercises exclusive jurisdiction, control and supervision over the Water and Sewer Utility. The
Commission has the legal authority to fIx, cbarge and collect from its customers, rates, fees, and cbarges, and to
acquire, construct, fInance and operate the Water and Sewer Utility, without supervision or regulation by any other
commission, board, bureau, agency or other political subdivision of the County or State (provided, however, that
environmental impacts are regulated as described herein under "THE WATER AND SEWER UTILITY -
Governmental Regulation").
The City's Public Works Department is responsible for the operation and maintenance of the Utility. The
Public Works Director reports to the City Manager and is responsible for operational, administrative and fIscal
control of the Water and Sewer Utility.
16
The Public Works Department employs approximately 182 persons, including one certified wastewater
operator, 4 certified water operators and 4 registered professional engineers.
The following table identifies those management officials of the City who are responsible for the operation
of the Water and Sewer Utility:
Name
Title
Lawrence A. Levy
City Manager
Matthew D. Schwartz
Assistant City Manager
and Acting Public Works
Director
Patricia D. Walker
Finance Director
Exnerience
[Biography forthcoming]
Matthew D. Schwartz has over 30 years experience
as an urban planner. Mr. Schwartz was a Mellon
Fellow at the University of Wisconsin where he
obtained a M.S. in Urban and Regional Planning.
During a 24-year tenure at the City of Miami, he
served in numerous planning and development
positions including Director of the Southeast
Overtown/Park West Redevelopment Project;
Deputy Director of Development and Executive
Director of the Downtown Development Authority
(1988-1994). Mr. Schwartz served as Principal for
Planning for Carr Smith Corradino, a national
engineering, architectural and planning fmn.
Recently, he established and served as Executive
Director of the Waterway Development Authority
in Tacoma, Washington.
Appointed Finance Director for the City of Miami
Beach in March 1997; Director of Airports,
Broward County, Florida, 1994-1997; Deputy
Director, Broward County Aviation Department
1992-1994, Director of Finance, 1992, Executive
Assistant to the Aviation Director, 1991-1992;
Comptroller, Dade County Aviation Department,
1980-1990, Chief Accountant, 1978-1980; Senior
Accountant, Price Waterhouse & Co., 1973-1978.
Education: Florida State University, B.S.
Accounting; Florida International University,
M.S.M. Accounting. Certification: Certified Public
Accountant, Florida 1974.
The Water and Sewer Superintendent is responsible for the day to day operation of the water and
wastewater systems. The Sewer Maintenance and Construction Section includes 19 staff plus the Sewer Field
Operation Supervisor. The Pump Station Maintenance Section has 10 staff in operations, 12 staff in maintenance,
all headed by a Pumping Operations Supervisor. The Water Field Operations Supervisor oversees 14 staff in
maintenance and construction, and 12 staff in meter maintenance.
17
The Public Works Department is supported by other departments within the City. The City Manager
provides managerial and administrative guidance. The Finance Department performs the utility billiog function,
and processes invoices for all consultant and construction contracts. The Procurement Department handles all
requests for payments of invoices received by the Public Works Department, advertises and awards all constmction
contracts, handles all requests for proposals for engineering consultant contracts, and makes all required equipment
purchases. The City's Office of Management and Budget approves all spending requests and allocates funding for
all water, wastewater and stormwater operations. The Parks Department handles greenspace restoration. Fleet
Maintenance and Property Management performs vehicle fleet maintenance and building maintenance. The Human
Resources Department handles all personnel functions.
Descriotion of the Existin!! Water Svstem
The City owns, operates and maintains the potable water system serving customers within the corporate
limits. The potable water facilities include a water distribution system extending throughout the City, five existing
water booster pump stations, a welded steel ground storage tank at 25" Street and two concrete storage tanks
recently constructed at 75" Street. A sixth water booster pump station and a new 20-inch waterrnain which will run
from the Terminal Island Station to West Avenue are planned. The City's potable water is supplied exclusively by
the MDW ASD, the department of the County that oversees operation of the County's water and sewer system.
Because the City is a coastal barrier island surrounded by salt water, it was not practical or economical to
develop its own water supply system. The least costly and highest quality water comes from the Biscayne Aquifer
water supply wells located on the mainland and owned and operated by the County. The City maintains four large
diameter metered supply interconnections with the County's distribution system. The southernmost interconnection
consists of two 20 inch in diameter mains located in the MacArthur Causeway. The next more northerly
interconnection is 30 inches in diameter and located in the Venetian Causeway. The third supply main is located in
the Julia Tuttle Causeway and is 36 inches in diameter; the fourth is a 30-inch supply main located in the North Bay
(70" Street) Causeway.
Previously, the potable water supply for Bal Harbour, Bay Harbor Islands, Indian Creek, North Bay Village
and Surfside passed through the City's distribution system. In 1989 all of these municipalities, with the exception
of Surfside, were disconnected from the City's distribution system. The disconnection of Surfside was completed
thereafter.
The water distribution system has approximately 157 miles of water mains ranging from 6 inches to 36
inches in diameter. The water distribution system serves 958 fire hydrants and 622 fire lines, and has 23,000 valves
ofvatious sizes. The system bas 11,415 service connections.
The water distribution system currently serves approximately 9,945 retail customer accounts. Total water
consumption during the fiscal year ended September 30, 1999 was in excess of 22 m.g.d. The City's apparent
unaccounted for water has historically been less than 10%, as required to maintain its operating permit from DERM.
Descriotion of the Existin!! Wastewater Svstem
The City owns, operates and maintains the wastewater collection and transtnlSSlOn system serving
customers within the corporate limits. All land usage must connect to the sanitary sewer system as a matter of City
policy, and there are no septic tanks in operation within the City. The system consists of 152 miles of lines,
including both gravity sewers and pressurized force mains, and 23 wastewater pump stations. The wastewater
system currently serves approximately 9,896 retail customer accounts.
All wastewater generated within the City is sent to the MDW ASD Central District wastewater treatment
plant on Virginia Key for treatment and disposal. The 54-inch force main which conveys the wastewater to the
plant is a subaqueous force main running from South Pointe under Government Cut to Virginia Key. This force
main is owned and maintained by MDW ASD. The County's wastewater collection, transmission and treatment
system is divided into three districts referred to as the North, Central, and South Districts, each served by its own
18
wastewater treatment plant. In addition to Miami Beach, the Central District plant treats wastewater from the City
of Miami as well as other communities and unincorporated areas within the Central District. The wastewater
transmission system has the capability to transfer limited quantities of wastewater flows between districts.
Existinl! Arranl!ements with the County
MDW ASD provides wholesale water supply and wastewater treatment service to the City. Separate
contracts between the two parties exist for each service.
1. Water Service. On June 24, 1957, the City entered into an agreement with the Department of
Water and Sewers of the City of Miami to obtain potable water. That agreement expired on June 18, 1989, and the
City adopted a new agreement with the successor to the Department of Water and Sewers, which is MDW ASD,
executed January 1, 1995, for a term of five years. A subsequent agreement executed on April 26, 2000 is currently
in place with MDW ASD and will expire on January 21, 2004.
The wholesale water service contact addresses a number of issues, including the basis for cbarges, points of
delivery, meter reading, water pressures and maximum hourly demand rate. The contract provides that if the
County ever has an insufficient supply of water to fulfill the requirements of all its customers, it shall furnish to the
City the City's pro-rata share of such supply. Under the contract, all costs for providing service are apportioned to
the City based on its total water demand as a percentage of grand total water demand by all MDW ASD customers.
The contract is for a five-year period; such term is the same for all new contracts between MDW ASD and its
municipal customers.
The County cbarges a uniform rate to all its large volume users (with the exception of two municipalities
which have a different rate structure). Beginning in Fiscal Year 1997 the wholesale water rate levied by MDW ASD
no longer differentiated between the dry season (December through May) and the wet season (June through
November). For Fiscal Year 2000, the charge is $0.7693 per thousand gallons.
2. Wastewater Service. On May 17, 1972, the City entered into two agreements with the City of
Miami Water and Sewer Department relative to its wastewater system. One of those agreements is aptly described
by its title "Cost Participation Contract Between Department of Water and Sewers of the City of Miami and the City
of Miami Beach, for the Enlargement of the Existing Sewage Treatment Plant on Virginia Key and the Extension of
the Ocean Outfall."
The other agreement is entitled "Service Contract Between Department of Water and Sewers of the City of
Miami and the City of Miami Beach for Sewage Disposal" (the "Service Contract"). The Service Contract is now
administered by MDW ASD, the successor to the Department of Water and Sewers.
The Service Contract bas an effective period of 30 years, ending in the year 2002. The Service Contract
provides for a flat monthly service charge of $500.00. In addition, a rate per thousand gallons is levied on metered
wastewater flow from Miami Beach to recover all costs of operation and maintenance on a proportionate use basis.
The County charges a uniform rate to all its large volume customers (with the exception of two
municipalities which have a different rate structure). The wastewater charges levied by MDW ASD on the City are
different for the dry season and the wet season. For Fiscal Year 2000, the dry season charge is $1.4755 per
thousand gallons; the wet season charge is $1.8444 per thousand gallons.
3. Anticioated Cost Increases. Since the City is a large volume user of the County's water and sewer
system, cost increases incurred with respect to the County's system, which are passed through to the County's
customers, have a direct impact on the rates charged by the City to its retail customers. The City anticipates that
there will be rate increases imposed by the County over the next several years, as a result of a variety of factors
including recent and anticipated debt issuances of the County to fund improvements to its water and sewer system, a
portion of the costs of which can be included in the rates charged to the City.
19
A. Settlement Al!reement. On June 10, 1993, the United States of America (the "U.S.")
filed a complaint against the County and the State of Florida seeking injunctive relief and civil penalties under the
Clean Water Act. The U.S. alleged that the County presented an imminent and substantial endangerment to the
health and welfare of its residents by (i) the continued use of the existing 72-inch force main that traverses Biscayue
Bay in the area of downtown Miami to the Central District Plant on Virginia Key (the "Existing Cross-Bay Line")
and (ii) the unpermitted discharge of untreated wastewater from the County's wastewater system. The County has
executed a consent decree with the U.S. intended to resolve some of these issues. The total cost to the County to
comply with the Consent Decree is estimated to be on the order of $0.5 billion. The County is also required to pay a
civil fme in the amount of $2 million. The settlement agreement also places certain requirements on the
municipalities served by the County's system. In the case of the City, the consent decree requirements relate to
pump station run times, capacity of the downstream force main system and capacity of the upstream wastewater
collection system. As a result of the consent decree, the County adopted an ordinance which requires volume sewer
customers, such as the City, to evaluate the sanitary sewer systems and to implement improvements to reduce
infiltration and inflow. From the proceeds of the Series 1995 Bonds, the City funded certain projects intended to
address the requirements imposed on it by such ordinance. The City anticipates that it will apply a portion of the
proceeds of the Series 2000 Bonds to achieve full compliance with the requirements imposed on it by the Consent
Decree and such ordinance, including the funding of continued infiltration/inflow (III) mitigation and the
construction of the new master wastewater booster station.
The Caoital Imorovement Prol!ram
1. Projects. The City has adopted a Seven-Year Capital Improvement Program containing those
projects needed in order to replace and upgrade components of the Water and Sewer Utility and to provide for the
demands to be placed upon the Water and Sewer Utility by projected growth. The water system improvements
included as part of the Series 2000 Project include two new water booster pump stations; Terminal Island water
booster station and 25" Street water booster station; continuation of the replacement of the ground storage tanks;
and an enhanced water main replacement and extension program. The total cost of water system improvements to be
included in the Series 2000 Bonds issue is estimated to be $35,047,772.
The wastewater components of the Seven- Year Capital Improvement Program include a continuation of the
Infiltration/Inflow Reduction Improvements to the gravity collection system, other sewer renovations, and the
construction of a master wastewater booster pump station. The total cost of wastewater system improvements to be
included in the Series 2000 Bonds issue is estimated to be $19,584,904.
The total cost of the projects included within the Capital Improvement Program, to be funded from
proceeds of the Series 2000 Bonds and other available funds of the City, is estimated at $67,965,279 as shown in the
following tables:
20
TABLEt
CITY OF MIAMI BEACH, FLORIDA
FISCAL YEAR 2000 WATER AND WASTEWATER SYSTEM RATE SUTDY
WASTEWATER SYSTEM CAPITAL IMPROVEMENT PROGRAM
Fiscal Year (Ending September 30)
Projected
Capacity
Expansion
Related (t)
2006
$0
o
1,000,000
o
$1,000,000
2005
$0
o
1,000,000
3,006,712
$4,006,712
2004
$0
o
J ,000,000
4,149,293
$5,149,293
2003
$741,391
o
1,000,000
13,533,196
$15,274,587
2002
$t,4S2,783
o
1,000,000
$11,103,238
$13,586,021
2001
$117,507
360,000
1,()()(),OOO
$2,983,789
$4,461,296
2000
$98,667
429,000
o
$271,545
$799,212
Item
Sources of Funds: (2'
South Point 1985 Bond (Fund 357
Other Sources
Other Sources - Operating Surplus
Series 2000 Revenue Bonds - Water Portion
Total Sources of Funds
$0
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
o
441,600
o
o
o
o
44,160
13,148
1,000,000
$1,499,008
$0
o
o
o
o
258,000
o
o
261,360
o
216,000
1,350,000
o
o
o
o
o
o
681,739
o
o
o
o
156,600
83,013
1,000,000
$4,006,712
$0
o
o
o
o
1,032,000
o
1,061,280
784,080
o
18,365
114,783
o
o
o
o
258,000
o
470,710
o
o
o
o
297,898
112,177
1,000,000
$5,149,293
$2,580,000
o
o
o
o
1,014,000
o
1,037,160
88,842
2,064,000
o
o
774,000
o
o
1,127,500
1,026,000
o
353,027
437,333
1,548,000
168,000
573,391
t,099,596
383,738
1,000,000
$15,274,587
$2t9,130
o
o
519,t20
123,000
756,000
932,870
128,989
o
175,304
o
o
74,504
547,826
2,016,000
1,230,000
756,000
861,000
328,696
1,049,600
131,478
336,000
1,146,783
913,752
339,969
1,000,000
$13,586,021
224,371
o
42,783
21,391
575,640
84,048
1,000,000
$4,461,296
$0
110,400
360,000
44,066
t44,391
256,696
51,339
42,997
o
o
o
o
o
o
117,652
235,833
171,130
668.ill
3'iO,ii6
o
o
o
o
o
23,278
o
$799,212
$0
89,600
429,000
o
o
o
o
o
o
o
o
o
o
o
o
66,667
o
66,667
i'i4,OOO
15%
25%
0%
0"10
10%
10010
8%
8%
5%
0"10
0"10
5%
5%
5%
5%
00%
15%
10%
15%
5%
10%
0%
5%
0"10
5%
0%
Uses of Funds: (3
Ground Storage Tank
Main Rehabilitation, Replacement & Extensions:
Biscayne Point
Col/insAvefrom 17th St. to 2(;th St. (4)
Palm and Hibiscus
Star Island
Normandy Isle South
Collins Ave.
Flamingo Park North
Flamingo Park East
North Shore
Washington Court
16tf1 Street South
Flamingo Drive
North Bay Road Main Upgrade
Sunset Islands
Venetian Islands Improvements
Middle Beach (N.autilus) Improvements
Washington Avenue Streetscapes (5)
South Paiute (5)
Normandy Shores Improvements
Booster Pump Station at 2Stb Street
New 2O-inch Water Main on MacArthur Causeway (5)
New Booster Pump Station@ Terminal Island (5)
Program/Construction Management
City Internal Project Management
Miscellaneous Water Projects (6)
Total Uses ofFurn:Js
$0
o
$0
5374,440
2,632,272
$3,006,712
$452,080
3,697,213
$4,149,293
$788,057
12,745,139
$13,533,196
$1,448,933
9,654,305
$/1,103,238
$314,4t9
2,669,370
$2,983,789
$28,196
243,349
$271,545
S~es 200 Bonds Proiect Costs:
Capacity Expansion Related Project Costs (7)
Non-Capacity Expansion Related Costs (8)
Total Series 2000 Bond Project Costs
avallable in Fiscal Year
are
If sufficient operating surpluses
the Series 2000 Bonds.
is
Water Projects.
funding source for project costs
Percentages estimated by Consulting Engineers.
Sources of funds furnished by City staff and financial advisor for future debt issue. Operating surplus to fund Miscellaneous
2006, they will be used to fund the remaining $499,008 costs; otherwise, additional debt may be issued.
Uses of funds are shown as estimated annual expenditures, as opposed to encumbrances. Unless otherwise noted,
20
(I)
(2)
(3)
.Il'.Il'il'''''''~:j'
" "~ !l 8,9,g
a a~' o.:-,~'~'
v.l Vol .....::1 ~..........
lf9-ng""gn
n g ....~ Vol 5l
~~ Iil' g l,;"llil'!it
~p.oawS'i
~fjg'~a,g-o.:
go"d:g~a8'
11'..... e. ~ = ~ ...
",Q ~g, 9-", i3'
2'2 d S d' 21. S
l5n.a9-S~O
"''''fn~d9-
gm z::03~
0.1 n ~1 '"
g.:E VI 0
1.OO~~n~
g. g ~:r c.. ~!"
('J "'-d g.;p 0
on - ::s.....
ii[~~C.~
LfiH
... ~ ~ e.....,
g- ~ e. II s.
0. 0.0
Q';! g":
].2. 3::g ~
.. ~ m_
~8 H~
-ll" 5'50.
!~. E; ~ ~
S'~ Q~&.
::sg. ~S::...
II n;
~~ H~
~~ ~n
cs.p. ~CIlN
b'~ "'~g
..." e. g n ~
ft- t:!if~
''''1::1 l.i~:::
~. ~"tl-g g
n " "
n ."
" . 0
cO- VI =:.....
o 1i1"''''
if ". i' ;'
0_"
i? =~a:
::I ~ 8 ::I
2: "'0 ~
! i.j~
if ala
VJ e:-~
a. ~ g '"
n Q...... 9'
1;1> . !it ~
'" "'11
g 6.~
'" g, ~
[ ~~
!I' CIlQ.
9, t1
~!"
"'g
g~
"'0.
g ~
e- ..
.'!l
>0
a~
~ ~
Ef ""d
Si" 51.
oo 0
gi
9-'"
'"Cle:.
o po
~.. ;'
-'"
'" ..
e:li
~~
o.~
IV
-
~~
""...
~~
-~~
~,.::L~
TABLE 2
CITY OF MIAMI BEACH, FLORIDA
FISCAL YEAR 2000 WATER AND WASTEWATER SYSTEM RATE SUTDY
WASTEWATER SYSTEM CAPITAL IMPROVEMENT PROGRAM
Capacity
Expansion Projected
Item Related(t) 2000 200t 2002 2003 2004 2005 2006
Sources of Funds: {2' -
South Point 1985 Bond (Fund 357) $0 $0 $0 $0 $0 $0 $0
Other Sources - Operating Surplus 0 0 0 0 0 0 0
Series 2000 Revenue Bonds - Wastewater Portion $137,333 $5,185,563 $5,648,845 $2,872,535 $2,834,006 $2,906,632 0
Total Sources afFuRds $137,333 $5,185,553 $5,648,845 $2,872,535 $2,834,006 $2,906,632 $0
Uses of Funds: (3)
111 Mitigation; Sewer Renovation, Upgrades 5% $0 $2,599,044 $1,701,000 $567,000 $0 $0 $0
FM Exten. - 171h 81. from Meridian to Michigan lCY% 0 534,783 0 0 0 0
South Paiute Streetscape 25% 0 0 0 0 0 0 0
Master Booster Pump Station 10% 133,333 540,000 3,280,00 I 1,366,666 0 0 0
Collins Avenue Wastewater FM 10% 0 962,609 0 0 0 0 0
5. St. WW Upgndes 50010 0 0 8,765 103,200 0 0 0
Lenox and Michigan 25% 0 0 10,957 268,956 0 0 0
Wastewater PS 29 0% 0 0 0 17,948 211,200 0 0
Miscellaneous Wastewater Upgrades 5% 0 0 0 152,557 897,600 918,000 0
Subaqueous Wastewater Force Main 0"10 0 0 0 89,739 1,056,000 0 0
30/42-Inch Force Main 5% 0 0 0 0 376,487 1,620,000 2,748,000
DERM Wastewater Contingency Plan 0"/. 0 0 0 0 0 37,565 441,600
Program/Construction Management 6% 0 410,024 498,100 229,487 2t6,480 253,800 3tS,960
City Internal Project Management 6% 4,000 139,093 t50,022 76,982 76,239 77,267 95,688
Total Uses of Funds 137,333 5,185,553 5,648,845 2,872,535 2,834,006 2,906,632 3,604,248
-
Series 200 Bonds Proiect Costs:
Capacity Expansion Related Project Costs (4) $13,573 $366,368 $459,059 $309,872 $81,267 $146,764 $0
Non..capacity Expansion Related Costs (5) 123,760 4,818,915 5,189,786 2,562,663 2,752,738 2,759,868 0
Total Series 2000 Bond Project Costs $137,333 $5,185,553 $5,64S,845 $2,872,535 $2,834,006 $2,906,632 - $0
-
(I) Percentages estimated by Consulting Engineers.
(2) Sources of funds furnished by City staff and financial advisor for future debt issue. If sufficient operating surpluses are available in Fiscal Year 2006 they will be used to fund the remaining
$3,604.248 costs; otherwise, additional debt may be issued.
(3) Uses of funds are shown as estimated annual expenditures, as opposed to encumbrances. Unless otherwise noted, funding source for project costs is the Series 2000 Bonds.
(4) Equals the product of Capacity Expansion Related % and project costs in each year summed for all projects to be funded by the Series 2000 Bonds.
(5) Equals the Total Series 2000 Bond Project Costs less the Capacity Expansion Project Related Costs.
22
2. The 1995 Proiect. The proceeds of the Series 1995 Bonds were used to fmance the construction of
improvements to both the water system and the wastewater system. In November 1994, Camp Dresser & McKee
Inc. ("CDM" or, in its capacity as Consulting Engineers, the "Consulting Engineers") submitted the "Water System
Master Plan" (the "Plan") to the City. That master plan evaluated existing system components, identified the
needed improvements to the water system, developed capital cost estimates, and provided a recommended schedule
for their construction. The Plan determined that there were five categories of improvements to the City's water
system that were required: (1) upgrading of the five existing water booster pump stations and construction of a sixth
water booster pump station on Terminal Island; (2) replacement of the four water ground storage tanks; (3)
miscellaneous water main replacements and extensions; (4) replacement of approximately 82,600 feet of undersized
galvanized iron water pipe; and (5) cleaning and cement lining a conservatively estimated length of 335,000 feet of
unlined 6- and 8-inch cast iron pipe. Several of these improvements have been, or are being, carried out under the
1995 Project. The improvements to the wastewater system included as part of the Series 1995 Bond project were
comprised of two major categories. One category was improvements to the existing wastewater pumping stations.
The other category consisted of improvements to the gravity collection system to reduce the amount of infiltration
and inflow into the wastewater system. Certain other improvements which were not specifically described in the
1995 Engineer's Report have also been completed with funds from the Series 1995 Bonds. These include: Venetian
Causeway Water Line Replacement at Bridges, Lincoln Road Water Line Replacement, Collins Avenue Water Line
Extension, North Bay Road Water Line Upsizing - Phase 1, Allison Island Water Line Replacement, Northshore
Water Line Improvements, and the Rebabilitation of a 36-Inch Water Main at the Julia Tuttle Causeway.
3. Fundinl!. The costs of the Seven-Year Capital Improvement Program are expected to be funded
on a cash flow basis primatily from the proceeds of the Series 2000 Bonds. Other funding sources include surplus
Net Revenues, Impact Fees and grant funds; however, such other sources are not expected to be significant.
Governmental Rel!ulation
The Water and Sewer Utility is subject to federal and state regulation. At the federal level, regulatory
jurisdiction is vested in the United States Enviromnental Protection Agency (the "EPA"). The Florida Department
of Enviromnental Protection (the "DEP") is the state agency with authority over water treatment and wastewater
disposal.
A. Water Suuulv Rel!Ulation
1. Federal. All water supply systems in the United States which provide water to at least 15
service connections or 25 individuals are subject to the provisions of, andto regulation by the EPA under, the Safe
Drinking Water Act (the "SDWA"). The EPA has promulgated nationwide drinking water regulations which
specify the maximum level of harmful contaminants allowed in drinking water and which govern the construction,
operation, and maintenance of water supply systems as required by SDW A.
Under 1986 amendments to the SDWA, the EPA was directed to promulgate filtration treatment
regulations "relevant to the protection of health" which shall be used by the state to identify public water systems
supplied by surface water sources which must initiate filtration measures. The regulations prescribe guidelines that
may be imposed concerning studies to be performed, programs to be implemented, time tables to be met and any
other actions necessary to insure compliance with the regulations' terms.
2. State. Under the terms of the SDW A, a state bas primary enforcement responsibility for
public water systems if the EP A determines that the state's drinking water regulations are at least as stringent as the
federal drinking water regulations. Consequently, regulation of the water system is primarily under the jurisdiction
of the state. Florida has adopted all of the primary and secondary regulations promulgated by the EP A pursuant to
the SDW A as part of its drinking water program. In addition, Florida regulates two additional chemical compounds
found in the water supply.
23
The DEP has promulgated water quality standards to regulate the quality of the water reaching
citizens of the State. Specific maximum contaminant levels for inorganics, turbidity, organics, microbiological,
radionuclides and volatile organics have been established. The regulations establish extensive sampling methods
and analytical techoiques required to be implemented by water systems. Requirements are established for
construction, operation and maintenance of wells, treatment plants, treatment methods and storage and distribution
facilities. In addition, the regulations establish surveillance and reporting requirements.
According to the Consulting Engineers' Report set forth as Appendix B hereto, the City's water
system currently meets primary and secondary drinking water standards as established in the SDW A and in DEP's
water quality regulations.
3. Local. Under its charter, the County is vested with the authority to set service standards
and to operate and regulate water systems in both incorporated and unincorporated areas. The County's water
supply facilities produce 90 percent of all potable water consumed within the County, and these facilities are the
sole supplier of water to the City. The county's ability to meet the long term potable water requirements of its
population depends heavily on effective management of its natural water resources. In this regard, as the designated
countywide water and sewer utility, the MDW ASD has been given extensive responsibility and power, and it
promulgates rules and regulations governing the utilization of its water system.
Jurisdiction over the quality of treated potable water is under the County Department of
Environmental Resources Management ("DERM"). DERM issues operating permits for water treatment plants and
enforces treatment and operating standards for those plants.
B. Wastewater Rel!ulations
1. Federal. The provisions of the Federal Water Pollution Control Act, as amended most
recently in 1987 and by the Clean Water Act of 1977 (the "Clean Water Act"), the Marine Protection, Research and
Sanctuaties Act of 1972 ("MPRSA") and related regulations affect the wastewater system. Federal enforcement of
these statutes is entrusted to EP A.
Under the Clean Water Act, EPA oversees compliance with regulations and guidelines it has
promulgated concerning (i) wastewater treatment plant construction, operation, maintenance, upgrading and
rehabilitation, (it) introduction of toxins and other pollutants into wastewater treatment facilities, and (Hi) pollutant
discharges from all point sources. Included in that regulatory framework is the National Pollutant Discbarge
Elimination System (''NPDES'') Permit Program and the issuance of wastewater treatment plant operating permits.
EP A requires a wastewater system to obtain a NPDES permit in addition to a state permit.
2. State. State regulations set forth vatious permitting requirements applicable to the
wastewater system. Construction of new wastewater facilities or the modification of existing facilities requires a
construction permit issued by the DEP. Prior approval from the DEP is required to place new collection and
transmission systems into operation. In addition, operation of all treatment and disposal facilities requires an
operating permit from the DEP. The City believes that it will be able to obtain, in a timely manner, all required
permits from the DEP necessary to complete the wastewater portions of the Seven-year Capital Improvement
Program.
State regulations establish vatious standards with which the water and Sewer Utility must comply
in operating the wastewater system. The regulations set forth (i) criteria and standards for the DEP in granting
permits to construct or modify domestic wastewater facilities, including specific guidelines for the design and
construction of low pressure wastewater systems and collection and transmission systems; (it) criteria for the
discbarge of domestic wastewater effluent to certain wetlands; and (iii) standards for treating wastewater before
discbarge into disposal systems, surface waters, ocean outfalls or underground geological formations.
In addition to the wastewater effluent limitations set forth above, all activities of the Water and
Sewer Utility and all discbarges from the wastewater system must also meet certain water quality-based effluent
24
limitations. The regulations prohibit the DEP from issuing a permit for a discharge to the waters of the State unless
the DEP has established an effluent limit for those pollutants in the discbarge that are present in quantities or
concentrations that can reasonably be expected to cause or contribute to a violation of the water quality standards
for the State's public water supply if the limitations are not met.
3. Local. Wastewater collection, treatment and disposal is regulated at the local level by
DERM. Within the County, DERM acts as the permitting agency for the DEP.
Rates. Fees and Charl!es
CDM, acting as rate consultant to the City (in such capacity, the "Rate Consultant") recently performed a
update to the water and wastewater rate study for the City. The purpose of the rate study updatel was to develop the
rates needed to meet the revenue requirements of the water and wastewater systems. CDM was asked by City staff
to develop across-the-board increases in rates rather than detailed modifications to the rate structure.
CDM found that future increases will be necessary for both the water and wastewater systems to meet the
total revenue requirements of these systems. With regard to the water system, an increase of 2.25 percent in water
rates bas been projected as necessary in Fiscal Year 2001, with similar annual increases projected as necessary
thereafter. In projecting future customer growth for the water system, a relatively low growth rate was used, and
interest earnings were projected at amounts significantly below those [budgetedHachieved in?] Fiscal Year 1999.
CDM recommended that the City review the need for a water system rate increase during the sunrrner of year 2000.
With regard to the wastewater system, an increase of 2.25 percent is projected as necessary in Fiscal Year 2001.
Thereafter, similar annual increases in wastewater user charges are projected as necessary to provide for all revenue
requirements of the wastewater system. The increase is recommended to be applied across-the-board to the
prevailing wastewater user cbarge of$3.65 per thousand gallons of metered water consumption.
BiIlinl! and Collection
The City currently has four billing cycles monthly for different areas within the City. Monthly cbarges for
water, wastewater, stormwater and sanitation services appear on the same bill. The water and wastewater bill is for
service for the previous 30 days, and is due within 15 days after the billing date. A ten percent penalty is added to
all bills if not paid within 15 days. Partial payments are applied first to stormwater, then to sanitation, then to
wastewater and last to water. Service is subject to being disconnected within 45 days after delinquency. If service
is discontinued, the entire billing plus a $20 service cbarge must be paid before service is restored. The City may
refuse service to a property where there is a deliuquent bill, even if the property has been vacated or sold by the
delinquent customer, until the delinquency bas been satisfied. over the past two fiscal years, delinquencies have
averaged less than 1 % of all accounts.
1 The Water and Wastewater System Rate Study also performed the following tasks: project customer parameters for
a five year period for each customer class, including billed water usage, number of accounts, and number of
dwelling units; project revenues at prevailing rates for a five-year period, separately for the water system and
wastewater systems; project revenue requirements for a five-year period, separately for the water and wastewater
system. Revenue requirements include operating expenses, debt service of both outstanding and prospective
revenue bonds, renewal and replacement requirements, and capital expenditures; project annual surpluses or
deficits, separately for the water system and wastewater system; and compute annual percentage increases in water
rates and wastewater user charges required to meet system revenue requirements.
25
COMBINED DEBT SERVICE SCHEDULE
The table below shows the debt service payable on the Series 1995 Bonds and the Series 2000 Bonds.
SERIES 1995 BONDS
Year Ended
September 30
Debt Service
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
TOTAL
$4,832,906
4,833,316
4,833,560
4,830,985
4,835,085
4,834,835
4,835,350
4,833,006
4,834,456
4,833,531
4,832,631
4,832,893
4,832,943
4,832,243
4,830,256
4,831,443
SERIES 2000 BONDS
Principal Interest
Total
$ $
$
mSTORlCAL AND FORECASTED SCHEDULE OF NET REVENUE,
DEBT SERVICE AND DEBT COVERAGE
The information in the following table sets forth the historical and forecasted revenues, expenditures and
debt service coverage of the Water and Sewer Utility. The historical data have been developed from the audited
fmancial statements of the City for the fiscal years ended September 30,1995 through 1999.
26
The revenues and expenditures for the fiscal years ended September 30, 2000 through September 30, 2006,
have been projected by the Rate Consultant. The following table must be read in conjunction with the report
prepared by the Consulting Engineers, attached hereto as Appendix B, and the Rate Study of the Rate Consultant,
attached hereto as Appendix C.
27
CITY OF MIAMI BEACH, FLORIDA
TABLE OF mSTORICAL AND FORECASTED NET REVENUES, DEBT SERVICE AND
DEBT SERVICE COVERAGE
Fiscal Years Ending September 30, 1995 through September 30, 2006
(Thousands)
mSTORICAL
1995 1996 1997 1998 1999
Revenues:
w..... $ $ $ $ $
Wastewater
Total Revenues $30,163,231 534,444,847 $33,729,358 $40,534,718 $45,079,591
Current Expenses:
Water
Wastewater
Total Current Expenses
Net Revenues
(Available for Debt Service)
Total Debt Service $885,892 $4,832,688 $4,832,039 $4,834,389 $4,831,056
Debt Service Coverage 6.89 1.70 1.10 2.14 2.75
PROJECTED
2000 2001 2002 2003 2004 2005 2000
Revenues:
Water $17,935,000 $18,487,350 $19,053,695 SI9,668.578 $20,303,651 $20.959,563 521.636,983
Wastewater $26,373,000 527,161,750 $28,000,645 $28,891,489 $29,811,204 $30,579,600 $31,738,699
Total Revenues $44,308,000 $45,649,100 $47,054,340 $48,560,067 $50,114,855 $51,718,163 $53,375.682
Cunent Expenses:
W..... $11,813.958 $12,056,534 $12,,542,652 $12,935,393 $13.339,649 513,756,467 $14,186,899
Wastewater 519,927,700 520,101,137 $20,896,891 521,593,544 $22,315,262 $23,061,030 $23,831,988
Total Current Expenses $31,741,658 $32,157,671 $33,439,543 534,528,937 $35,654,911 536,817,498 $38,018,896
Net Revenues
(Available for Debt Service)
Debt Service:
Existing $4,832,906 $4,833,316 $4,833,560 $4,830,985 $4,835,085 $4,834,835 $4,835,35_
Estimated for Series 2000 $0 $0 $1,583,265 $3,166,530 $3,166,780 $3,166,530 53,166,5_
Bonds
Total Debt Service $4,832,906 $4,833,316 $6,416,825 $7,997,515 $8,001,615 $8,001,365 $8,001,880
Debt Service Coverage 2.60 2.79 2.12 1.75 1.81 1.86 1.92
Source: For fiscal years ended September 30, 1995 through 1999, City's audited financial statements. For fiscal years ending September 30
2000 through 2006, the Rate Study of CDM, as the Rate Consultant, included as APPENDIX C to the Official Statement. Estimated debt
service for Series 2000 Bonds has been provided by Dain Rauscher Incorporated, financial advisor to the City.
28
LITIGATION
In the opinion of the City Attorney, there is no action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, governmental agency, public board or body pending or, to the best of the
knowledge of the City Attorney, threatened against the City affecting, contesting, questioning or seeking to restrain
or enjoin any of the following: (i) the powers or the valid existence of the City or the titles of its officers to their
respective offices, or (ii) any of the proceedings had or actions taken in connection with the sale, issuance and
delivery of the Series 2000 Bonds; or (iii) the delivery, validity or enforceability of the Series 2000 Bonds or
contesting the power of the City to execute and deliver the Series 2000 Bonds or to consummate the transactions
contemplated therein or in this Official Statement, or (iv) contesting in any way the completeness or accuracy of this
Official Statement, or (v) wherein an unfavorable decision, ruling or fmding would materially and adversely affect
the validity or enforceability of the Series 2000 Bonds or the Bond Resolution; or (vi) which would have a material
adverse effect upon the fmancial condition or the operations of the Water and Sewer Utility or the City.
TAX MATTERS
In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law, (i) interest on the
Series 2000 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal
Revenue Code of 1986, as amended (the "Code"), and is not an item of tax preference under Section 57 of the Code
for purposes of the alternative minimum tax imposed on individuals and corporations; and (ii) the Series 2000
Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes
imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220,
Florida Statutes, as amended. Bond Counsel will express no opinion as to any other tax consequences regarding the
Series 2000 Bonds.
The opinion on federal tax matters will be based on and will assume the accuracy of certain representations
and certifications, and compliance with certain covenants, of the City to be contained in the transcript of
proceedings and that are intended to evidence and assure the foregoing, including that the Series 2000 Bonds are
and will remain obligations the interest on which is excluded from gross income for federal income tax purposes.
Bond Counsel will not independently verify the accuracy of those certifications and representations.
The Code prescribes a number of qualifications and conditions for the interest on state and local
obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require
future or continued compliance after issuance of the obligations in order for the interest to be and to continue to be
so excluded from the date of issuance. Noncompliance with these requirements by the City may cause the interest
on the Series 2000 Bonds to be included in gross income for federal income tax purposes and thus to be subject to
federal income tax retroactively to their date of issuance. The City bas covenanted to take the actions required of it
for the interest on the Series 2000 Bonds to be and remain excluded from gross income for federal income tax
purposes, and not to take any actions that would adversely affect that exclusion.
Under Code provisions applicable only to certain corporations (as defmed for federal income tax
purposes), a portion of the excess of adjusted current earnings (which includes interest on all tax-exempt
obligations, including the Series 2000 Bonds) over other altemative minimum taxable income is included in
alternative minimum taxable income that may be subject to a corporate alternative minimum tax. In addition,
interest on the Series 2000 Bonds may be subject to a branch profits tax imposed on certain foreign corporations
doing business in the United States and to a tax imposed on excess net passive income of certain S corporations.
Under the Code, the exclusion of interest from gross income for federal income tax purposes may bave
certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers,
including fmancial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement
benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, and
individuals otherwise eligible for the earned income tax credit. The applicability and extent of these or other tax
consequences will depend upon the particular tax status or other tax items of the owner of the Series 2000 Bonds.
Bond Counsel will express no opinion regarding those consequences.
29
Purchasers of the Series 2000 Bonds at other than their original issuance at the respective prices indicated
on the cover of this Official Statement should consult their own tax advisers regarding other tax considerations such
as the consequences of market discount.
From time to time, there are legislative proposals pending in Congress that, if enacted, could alter or amend
one or more of the federal income tax matters described in this Official Statement or adversely affect the market
value of the Series 2000 Bonds. It cannot be predicted whether or in what form any such proposal may be enacted
or whether, if enacted, it would apply to obligations (such as the Series 2000 Bonds), issued prior to enactment.
ORIGINAL ISSUE DISCOUNT
The Series 2000 Bonds maturing in the years _ and _ (collectively, the "Discount Bonds") are being
offered and sold to the public at an original issue discount ("OlD"). OlD is the excess of the stated redemption
price at maturity (the principal amount) of a Discount Bond over the "issue price" of such Bond. The issue price of
a Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons
acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the
same matutity are sold pursuant to that offering. For federal income tax purposes, OlD accrues to the owner of a
Discount Bond over the period to matutity based on the constant yield method, compounded semiannually (or over
a shorter permitted compounding interval selected by the owner) . The portion of OlD that accrues during the period
of ownership of a Discount Bond (i) is interest excludable from the owner's gross income for federal income tax
purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Series
2000 Bonds, and (it) is added to the owner's tax basis for purposes of determining gain or loss on the matutity,
redemption, prior sale or other disposition of that Discount Bond. A purchaser of a Discount Bond at its issue price
in the initial public offering who holds that Bond to matutity will realize no gain or loss upon the retirement of that
Bond.
Owners of Discount Bonds (or book entry interests in them) should consult their own tax advisers as to the
determination for federal income tax purposes of the amount of OlD properly accruable in any period with respect
to the Discount Bonds and as to other federal tax consequences and the treatment of OlD for state and local tax
purposes.
EXPERTS
The references herein to the Report of Carop Dresser & McKee Inc., as the Consulting Engineers, and to
the Rate Study of Camp Dresser & McKee Inc., as the Rate Consultant, bave been approved by said frrm, but do not
purport to be complete in all respects, and the Report of the Consulting Engineers, included as Appendix B to this
Official Statement, and the Rate Study of the Rate Consultant, included herein as Appendix C, should be read in
their entirety for complete information with respect to the subjects discussed therein. The Report of the Consulting
Engineers and the Rate Study have been included in this Official Statement in reliance upon and with the
authorization of said fmn as expert in such fields.
UNDERWRITING
The Series 2000 Bonds are being purcbased by the Underwriters, subject to certain terms and conditions set
forth in the purchase contract between the City and the Underwriters, including the approval of certain legal matters
by Bond Counsel and the existence of no material adverse change in the condition of the City or the Water and
Sewer Utility from that set forth in the Official Statement.
The Series 2000 Bonds are being purchased at a purcbase price of $ (representing an
underwriters' discount of $ and original issue discount of $ ). The Series 2000 Bonds
are offered for sale to the public at the prices or yields set forth on the cover page of this Official Statement. The
Series 2000 Bonds may be offered and sold to certain dealers at prices lower than such offering prices, and such
public offering prices may be changed from time to time by the Underwriters.
30
FINANCIAL STATEMENTS
The fmancial statements of the City for the year ended September 30, 1999 included as Appendix D to this
Official Statement have been audited by KPMG Peat Marwick, independent auditors, as stated in their report
appearing in Appendix D.
FINANCIAL ADVISOR
Dain Rauscher Incorporated, Miami, Florida, has acted in the capacity of Financial Advisor to the City
with respect to the issuance of the Series 2000 Bonds.
RATINGS
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., Moody's Investors
Service, Inc. and Fitch, Inc. are expected to assign their ratings of "_," u_" and "_", respectively, to the
Series 2000 Bonds based on the issuance of the Bond Insurance Policy concurrently with the issuance of the Series
2000 Bonds. Such ratings reflect only the views of such rating agencies and an explanation of the significance of
such ratings may be obtained from such rating agencies. There is no assurance that such ratings given to the Series
2000 Bonds will be maintained for any period of time or that the ratings may not be lowered or withdrawn entirely
by such rating agencies if, in their judgment, circurostances so warrant. Any such downward change or withdrawal
of such ratings may bave an adverse effect on the market price of the Series 2000 Bonds.
LEGAL MATTERS
Certain legal matters incident to the authorization and issuance of the Series 2000 Bonds are subject to the
approval of Squire, Sanders & Dempsey L.L.P., Miami, Florida, Bond Counsel, whose approving opinion will be
available at the time of delivery of the Series 2000 Bonds. The proposed form of such opinion is attached hereto as
Appendix H. Certain legal matters will be passed upon for the City by Murray H. Dubbin, City Attorney. Certain
legal matters will be passed upon for the Underwriters by Greenberg Traurig, P.A., Miami, Florida and Roth &
Scholl, P.A., Miami, Florida, Co-Counsel to the Underwriters.
CONTINIDNG DISCLOSURE
The City bas agreed for the benefit of the Bondholders and the Beneficial Owners of Series 2000 Bonds to
provide certain fmancial information and operating data relating to the City and the Series 2000 Bonds in each year
(the "Annual Report"), and to provide notices of the occurrence of certain enumerated material events. Such
agreement will apply only as long as the Series 2000 Bonds remain outstanding under the Resolution and the City
remains an obligated person with respect to the Series 2000 Bonds under S.E.C. Rule 15c2-12(b)(5) (the "Rule").
The agreement will also cease upon the termination of the continuing disclosure requirements of the Rule by
legislative, judicial or administration action. The Annual Report will be filed by the City with each Nationally
Recognized Municipal Securities Information Repository (the "NRMSIR's"), as well as any state information
depository that is subsequently established in the State of Florida (the "SID"). The notices of material events will be
filed by the City with the NRMSIR's or the Municipal Securities Rulemaking Board, and with the SID. The specific
nature of the information to be contained in the Annual Report and the notices of material events are described in
"Appendix F - Form of Continuing Disclosure Commitment," which shall be executed by the City at the time of
issuance of the Series 2000 Bonds. With respect to the Series 2000 Bonds, no party other than the City is expected
to provide any continuing disclosure information.
DISCLOSURE PURSUANT TO SECTION 517.051, FLORIDA STATUTES
Rule 3E-400.003, Rules of Government Securities, promulgated by the Florida Department of Banking and
Finance, Division of Securities, under Section 517.051(1), Florida Statutes ("Rule 3E-400.003"), requires the City
to disclose each and every default as to the payment of principal and interest with respect to obligations issued by
the City after December 31, 1975. Rule 3E-400.003 further provides, however, that if the City in good faith
31
believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be
omitted.
The Series 2000 Bonds do not constitute a general debt, liability or obligation of the City, but instead are
secured by a pledge of the Net Revenues and other security described herein. Accordingly, the City, in good faith,
believes that the disclosure of any default on bonds with respect to which the City was merely a conduit issuer and
which are secured by payments of the borrower under a loan agreement, lease agreement or other installment sale
agreement, will not be considered material by a reasonable investor. Although the City is not aware of the existence
of any payment defaults on obligations for which it is a conduit issuer, the City is not obligated to pay debt service
on such defaulted obligations except from payments made from borrowers under their respective agreements.
MISCELLANEOUS
An of the summaries or portions of the Bond Resolution and the Water and Sewer Utility's operating
records are made subject to all of the detailed provisions of such documents, to which reference is hereby made for
further information. The foregoing surnmaties do not purport to be complete statements of any of the provisions of
such documents.
CERTIFICATE CONCERNING THE OFFICIAL STATEMENT
Concurrently with the delivery of the Series 2000 Bonds, the City will furnish a certificate of its Mayor and
City Manager to the effect that, to the best of their knowledge, this Official Statement as of its date and as of the
date of the delivery of the Series 2000 Bonds, does not contain an untrue statement of a material fact and does not
omit any material fact which should be included therein for the purpose for which the Official Statement is to be
used, or which is necessary to make the statements contained therein, in light of the circumstances under which they
were made, not misleading.
This Official Statement has been duly executed and delivered by the Mayor, the City Manager and the City
Clerk of City of Miami Beach, Florida.
CITY OF MIAMI BEACH, FLORIDA
By:
Mayor
By:
City Manager
Attest:
City Clerk
32
APPENDIX A
GENERAL INFORMATION REGARDING THE CITY OF MIAMI BEACH AND MIAMI-DADE
COUNTY, FLORIDA
The following information pertaining to the City of Miami Beach, Florida (the "City") and
Miami-Dade County, Florida (the "County") is set forth for prrrposes of background only.
INTRODUCTION
The City comprises seven square miles of land area and ten square miles of Biscayne Bay. The
City is a group of islands between Biscayne Bay and the Atlantic Ocean and is connected to the mainland
by four causeways. The climate is tropical with an average annual temperature of 75 degrees fahrenheit,
24 degrees celsius. The City is the home of the Art Deco Historic District, consisting of one of the
greatest concentrations of this style of architecture in the United States. Within this Historic District is
the world famous Ocean Drive, which has been called the "Riviera" of Florida. The economy of the area
is based on tourism. Employment is concentrated on two industries: hospitality/tourism and healthcare.
Entertainment industry employment comprises approximately 6% of the City's jobs (2,700 out of
47,000). For fiscal year 1998, room rents, food and beverage sales accounted for an estimated $686
million in sales within the City. The population demographics of the City have drastically changed over
the last fifteen years. In the 1980 Census, the average age of the population was 65.3 years old. In the
1990 Census the average age had declined to 44.5 and 2000 estimates place it at 43.7 years old.
The County is the largest county in the southeastern United States in terms of population and one
of the largest in terms of land area. The County consists of 2,042 square miles of land area. The
population is clustered mainly along the coast, with the western area of the County comprising a part of
the Everglades. There are numerous incorporated municipalities in the County, which include Miami,
Hialeah and Coral Gables, as well as the City.
POPULATION
The City's population for 1998 is estimated at 93,464 permanent residents. According to
estimates of the City's Department of Economic and Community Development, the population is expected
to increase to 95,881 by the year 2000 based on Census information. The County's population, as
estimated by the Miami-Dade County Planning Department, was 2,043,316 for 1998 and the County
estimates growth to 2,292,000 by 2000.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK-)
Population Projection, City of Miami Beach
and Miami-Dade County 1970 - 2010
City of Percent Miami-Dade Percent
Year Miami Chanl!e Countv Chanl!e
Beach
1970 87,072 (1) 1,267,800 (I)
1980 96,298 (1) 10.6% 1,625,598 (1) 28.2%
1990 92,639 (1) (3.8)% 1,937,094 (1) 19.2%
2000 95,881 (2) 3.5% 2,260,000 (3) 16.7%
2010 98,757 (2) 3.0% 2,557,000 (3) 13.1%
Source: (1) U. S. Census
(2) City Department of Economic Development
(3) Miami-Dade Planning Department
Population Breakdown by Age
City of Miami Beach, 1980 - 2000
Al!e Grouo ill!! 1990 2000
00-14 6.5% 12.0% 20.6%
15-24 7.2% 9.8% 8.2%
25-44 13.7% 28.8% 21.5%
45-64 22.0% 19.3% 23.2%
65-74 24.4% 11.5% 10.4%
75+ 26.2% 18.6% 16.2%
Median Age: 65.3 44.5 43.7
Source: Miami-Dade County Planning Department
2
GOVERNMENT
The City of Miami Beach is organized under the Commission-City Manager form of goverrrrnent.
The governing body is an elected City Commission of six members and an elected Mayor. The City
Commission sets policy for the administration of the City and appoints a City Manager and a City
Attorney. The City Attorney appoints his staff and the City Manager is responsible for the appointment
of the balance of the employees of the City. The City Commissioners are elected to staggered four year
terms and the Mayor is elected every two years. Both the City Attorney and the City Manager serve at
the pleasure of the City Commission. The City Manager carries out the policies of the City Commission,
directs the operations of the City and, with the exception of the City Attorney's Office, has the power to
appoint or remove all heads of the various Departments.
CERTAIN CITY STAFF MEMBERS
Lawrence A. Levy, City Manager
Appointed City Manager on an interim basis on
, [TO COME]
Janet Gavarrete, Assistant City Manager
Appointed Assistant City Manager in 199_; [TO COME]
Education: - [TO COME]
Mayra Diaz-Buttacavoli, Assistant City Manager
Appointed Assistant City Manager in 1993; Fiscal Management Bureau Commander,
Corrections and Rehabilitation, Miami-Dade County, Florida, 1991-1993; Director of
Administrative Services Division, General Services Administration, Miami-Dade County,
1987-1989; Assistant to the Director, General Services Administration, Miarni-Dade
County. Florida, 1984-1987.
Education: University of Miami, B.S., Accounting; University of Miami, M.S.
Christina Cuervo, Assistant City Manager
Appointed Assistant City Manager in 199_; [TO COME]
Education: - [TO COME]
3
Matthew Schwartz, Assistant City Manager and Acting Public Works Director
Matthew D. Schwartz has over 30 years experience as an urban planner. Mr. Schwartz was a Mellon
Fellow at the University of Wisconsin where he obtained a M.S. in Urban and Regional Planning.
During a 24-year tenure at the City of Miami, he served in numerous planning and development positions
including Director of the Southeast Overtown/Park West Redevelopment Project; Deputy Director of
Development and Executive Director of the Downtown Development Authority (1988-1994). Mr.
Schwartz served as Principal for Planning for Carr Smith Corradino, a national engineering, architectural
and planning firm. Recently, he established and served as Executive Director of the Waterway
Development Authority in Tacoma, Washington.
Patricia D. Walker, City Finance Director
Appointed Finance Director, City of Miami Beach in March 1997; Director of Airports, Broward County,
Florida, 1994-1997 Deputy Director, Broward County Aviation Department 1992-1994, Director of
Finance, 1992, Executive Assistant to the Aviation Director, 1991-1992; Comptroller, Dade County
Aviation Department, 1980-1990, Chief Accountant, 1978-1980; Senior Accountant, Price Waterhouse &
Co., 1973-1978.
Education: Florida State University, B.S., Accounting; Florida International University, M.S.M.,
Accounting
Certification: Certified Public Accountant, Florida 1974
4
SCOPE OF SERVICES
The City provides a full range of municipal services, including police, fire, parks, water, sewer,
sanitation and zoning tirrough its twelve (12) departments. The total workforce has remained
approximately 1,620 for the past several years; however, significant changes have occurred in the
personnel assigned to various activities.
ECONOMIC AND DEMOGRAPIDC DATA
INCOME
The mean family income for Miami Beach increased by almost 92 percent, from $23,324 in 1980
to $44,738 in 1990. This compares well to growth rates experienced by Miami-Dade County, which
experienced a mean family growth rate of approximately 59 percent during the same period. In 1990, the
mean family income for Miami Beach exceeded that of Miami-Dade County by 18 percent, while in
1980, they were almost even.
MEAN FAMILY INCOMES 1980 -1990
1980 1990 % CHANGE
Miami Beach $23,324 $44,738 91.8%
Miami-Dade County $23,846 $37,903 58.9%
Source: U. S. Bureau of the Census, 1980 and 1990
Per Capita Personal Income
(Current Dollars)
1987 - 1996
Miami-Dade County Florida United States-
Current Current Current
Year Dollars % of U.S. Dollars % of U.S. Dollars
1988 16,874 102.3 16,607 100.7 16,491
1989 17,963 101.7 17,715 100.4 17,594
1990 17,823 95.3 18,539 99.2 18,696
1991 18,252 95.6 18,985 99.4 19,091
1992 17,340 86.2 19,797 98.5 20,105
1993 19,779 95.1 20,828 100.1 20,800
1994 20,362 93.8 21,767 100.3 21,696
1995 21,058 90.8 23,031 99.3 23,196
1996 22,370 91.5 24,198 99.0 24,436
1997 21,688 85.8 24,799 98.1 25,288
Source: City of Miami Beach Comprehensive Annual Financial Report September
30, 1999
EMPLOYMENT
City of Miami Beach Employment 1993 - 1999
1993 1994 1995 1996 1997 1998 1999
Labor Force Employed 39,600 40,150 40,070 40,108 40,604 40,744 41,427
Labor Force Unemployed 3,917 4,112 3,443 3,710 3,669 3,317 3,218
Total Labor Force 43,517 44,262 43,513 43,818 44,273 44,061 44,696
Unemployment Rate 9.0% 9.3% 7.9% 8.5% 8.3% 7.5% 7.2%
Source: The City of Miami Beach Statistical Abstract 2000
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK-)
6
Major Employers in Miami Beach
Rank EmDlover Service Number EmDloved
1 Mount Sinai Medical Hospital 3,200
Center
2 City of Miami Beach Government 1,650
3 Fountainbleau Hilton Hotel 1,200
4 Miami Heart Institute Hospital 950
5 South Shore Hospital Hospital 850
6 Loew's Miami Beach Hotel 800
7 Eden Roc Resort & Spa Hotel 470
8 Island Outpost Hotels 320
9 Radisson Deauville Hotel 270
Source: The City of Miami Beach Statistical Abstract 2000
I
Major Entertainment Industry Employers in Miami Beach
Rank EmDlover Number EmDloved
1 USA BroadcastingIW AMI 159
2 Sony Music International 130
3 The Box Music Television 110
4 Yupi.com 100
5 Estefan Enterprises 100
6 MTV Latin America 93
7 Cisneros Television Group 90
8 Onboard Media 75
I
I Source: The City of Miami Beach Statistical Abstract 2000
I
Teu Largest Public and Private Employers
Located in Miami-Dade County
Public Emolovers Private Emolovers
Miami-Dade County Public 34,310 American Airlines 9,304
Schools
Miami-Dade County 28,000 University of Miami 7,517
Federal Government 18,700 Baptist Health Systems of South 5,285
Florida
State of Florida 18,400 Precision Response Corporation 5,000
7
Jackson Memorial Hospital 8,209 BellSouth. 3,792
City of Miami 3,400 Florida Power & Light Co. 3,745
Florida International University 2,465 Publix Super Markets 3,653
Miami V A Medical Center 2,400 K-Mart 3,000
Miami-Dade Community College 2,210 Mount Sinai Medical Center 3,000
City of Miami Beach 1,800 Winn-Dixie Stores, Inc. 2,672
Source: The Beacon Council, Miami Business Profile, 1999.
8
BUILDING PERMITS
The following is a calculation ofthe total value of the Building Permits issued by the City during
the past 10 years.
City of Miami Beach, Florida
Value of Building Permits Issued
Calendar Years 1990 -1999
New Additions,
Year Construction Rehabilitations. Etc. Total Value
1990 62,594,905 34,366,872 96,961,777
1991 32,863,120 40,545,996 73,409,116
1992 9,544,515 40,398,741 49,943,256
1993 150,549,661 81,156,235 231,705,896
1994 91,566,442 68,358,627 159,925,069
1995 147,712,100 56,564,305 204,276,405
1996 137,664,400 60,538,264 198,202,264
1997 96,643,651 82,576,295 179,219,946
1998 74,513,600 177,283,873 251,797,473
1999 211,236,200 107,085,431 318,321,631
Source: City of Miami Beach Comprehensive Annual Financial Report
September 30, 1999.
[BALANCE OF PAGE INTENTIONALLY LEFf BLANK]
9
DIRECT AND OVERLAPPING TAX RATES
The following table summarizes the direct and overlapping tax (rnillage) rates for the past ten
years. The Florida Constitution and statutes provide that the maximum millage (tax rate) that
municipalities, counties and school districts in Florida may each levy, without a referendum, is $10.00 per
$1,000 of assessed valuation (10 mills). As shown in the following table, the City has reduced its tax
rates over the past 10 years.
City of Miami Beach, Florida Direct and Overlapping Tax Rates (51 per 51,000 of
Assessed Value) For Tax Years 1990 Through 1999
Debt
Tax General Service City School
Year(U Fund Funds Total District Countv Other Total
1990 9.966 3.705 13.671 9.001 7.368 0.602 30.642
1991 9.966 3.200 13.166 9.104 7.368 0.600 30.238
1992 9.743 2.200 11.943 9.528 8.795 0.599 30.865
1993 9.302 2.545 11.847 9.923 9.236 0.648 31.654
1994 8.238 2.311 10.549 10.266 9.202 0.652 30.669
1995 7.143 2.039 9.182 10.345 8.413 0.702 28.642
1996 7.499 1.862 9.361 10.390 7.946 0.687 28.384
1997 7.499 1.879 9.378 10.366 7.582 0.710 28.036
1998 7.499 1.711 9.210 10.462 7.268 0.747 27.687
1999 7.499 1.484 8.983 10.160 7.194 0.744 27.081
Source: City of Miami Beach Comprehensive Annual Financial Report September 30,1999.
(I) Assessments as of January I of the year listed; bills mailed in October of that year;
taxes become delinauent at the end of April of the subseauent vear.
10
City of Miami Beach, Florida
Property Tax Levies and Collections
Fiscal Years 1989 - 1998
Assessed Valuation (2)
Tax Including Excluding Total Collected Percent
Year(!) Homestead Homesteads Tax Levv in Year (3) Collected
1989 3,939,311,340 3,269,628,413 44,699,090 43,872,953 98.1%
1990 4,376,417,088 3,632,426,183 47,824,523 46,497,571 97.2%
1991 4,654,936,873 3,863,597,605 46,142,946 45,196,736 97.9%
1992 4,726,911,403 3,932,985,608 45,610,535 46,102,609 101.1%
1993 5,354,688,618 4,444,391,552 45,477,364 45,933,970 101.0%
1994 6,369,445,913 5,286,640,108 47,359,133 46,885,783 99.0%
1995 6,713,103,433 5,639,006,884 51,698,797 51,834,737 100.3%
1996 7,161,079,764 6,015,307,002 54,155,090 55,496,245 102.4%
1997 7,635,026,033 6,413,421,868 57,447,414 57,193,099 99.6%
1998 8,168,481,094 6,861,524,119 60,374,366 60,611,944' 100.4%
(I) Assessments as of January 1 of the year listed; bills mailed in October of that year; taxes become
delinquent at the end of April of the subsequent year.
(2) Actual collections of current and delinquent Real and Personal Property Taxes.
(3) Assessments are at 100% of fair market value.
. Unaudited
Source: City of Miami Beach Comprehensive Annual Financial Report September 30, 1999.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
11
City of Miami Beach
Ten Largest Taxpayers
1998
Owner Tvoe of Prooertv Assessed Value
Hotelerarna Assoc., Ltd. Hotel $88,051,861
Morton Towers Apts. LP Apartments 44,750,000
Gunemick Family Inv. No.1 Ltd. Apartments 37,273,000
South Beach Ocean Parcel, Ltd. Offices 36,610,430
Roney Plaza Associates, Ltd. Apartments 36,400,000
IHC/Miami Beach Corp. Hotel 31,973,391
Eden Roc Acquisition LP Hotel 29,500,000
National Omni Associates LP Apartments 26,350,000
Tri-County Comm. Hospital, Inc. Health Care 25,800,000
Menada, Inc. Apartments 24,000,000
$379,893,642
Source: The City of Miami Beach Comprehensive Annual Financial Report, September
30, 1999 and Miami-Dade County, Florida; Department of Property Appraisal;
City of Miami Beach Valuation Roll, 1999
FILM AND PRINT INDUSTRY
The film, fashion and print industries have become an important part of the Miami Beach
economy. These industries spend approximately $58 million a year in the City for the production of
movies and fashion photographs on public property. (Source: The City of Miami Beach Statistical
Abstract 2000). Many international talent and model agencies have located in the City.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
12
Film and Print Industry
Permits Issued and Production Budgets
For the Calendar Years 1990 - 1998
Fiscal Permits Production
Year Issued Budl!ets
1990 1281 $57,111,250
1991 1604 43,570,250
1992 1901 49,547,200
1993 1871 59,119,950
1994 1827 52,363,600
1995 1939 58,512,750
1996 1900 59,961,610
1997 1936 58,449,200
1998 1861 45,105,700
1999 1781 57,956,052
Sources: The City of Miami Beach Statistical Abstract 2000
and City of Miami Beach Office of Film and Print
for 1990 through 1998
CONVENTION AND MEETING ACTIVITY
Miami-Dade County and the Miami Beach Convention Center host a large number of
conventions each year.
Miami-Dade County Convention Activity
for the Ten Years ended December 31, 1998
Number of Number of Number of Total
Year Conventions Delegates Room Nights Expenditures
1989 515 600,000 1,500,000 $405,330,000
1990 525 650,000 1,750,000 439,107,000
1991 500 620,000 1,674,000 428,000,000
1992 525 680,000 1,850,000 469,404,000
1993 550 704,000 1,970,000 690,624,000
1994 616 1,155,954 2,521,120 1,055,395,000
1995 660 1,405,950 2,952,495 1,351,118,000
1996 N/A 1,445,825 3,036,232 1,463,174,900
1997 N/A 1,100,200 2,500,800 1,100,200,00
1998 N/A 856,000 2,341,900 937,990,410
Source: Greater Miami Convention and Visitors Bureau
13
TOURISM AND VISITOR ACTIVITY
DOMESTIC AND INTERNATIONAL OVERNIGHT VISITORS
TO GREATER MIAMI AND THE BEACHES, 1994 -1998
Oril!in 1994 1995 1996 1997 1998
Caribbean 900,600 844,800 746,900 766,900 732,300
Central America 719,800 464,200 396,100 404,900 395,100
South America 1.937.400 1.948.400 1.969.200 2,034.900 2.038.800
Total Latin 3,557,800 3,257,400 3,112,200 3,206,700 3,166,200
America
Europe:
England 201,200 244,400 264,000 N/A N/A
Germany 158,200 373,400 398,700 N/A N/A
Other Europe 579.700 521.300 617.300 N/A N/A
Total Europe 939,100 1,139,100 1,280,000 1,324,300 1,359,200
Canada 406,200 501,300 593,100 610,900 579,500
Other International 125.600 163.800 127.800 136.800 163.300
Total Intemational 5,028,700 5,061,600 5,113,100 5,278,700 5,268,200
Total Domestic 3.728.600 4.317.600 4.462.000 4,564.600 4.468.700
Total Overnight 8.757.300 9.379.200 9.575.100 9,843.300 9.736.900
Expenditures:
Domestic $2,513,470,000 $3,291,134,000 $4,300,000,000 N/A N/A
International 4.402.705.000 5.078.716.000 6.600.000.000 N/A N/A
Total Expenditures $6.916.175.000 $8.369.850.000 $10.900.000.000 $11.629.995.000 $12.058.800.000
Source: Greater Miami Convention and Visitors Bureau, 1997 and 1998; Miami Business Profile; 1997-98 Beacon Council
14
Overnight Visitors by Region
~ 1995 1996 1997 1998
Miami Beach 33.7% 32.3% 33.2% 35.8% 39.0%
Downtown Miami 15.1% 15.3% 14.3% 13.0% 11.6%
North Dade/Surmy Isles 19.0% 19.1% 13.7% 13.8% 13.5%
Airport Area 17.3% 14.4% 18.0% 20.2% 18.4%
South Dade 8.7% 10.8% 10.7% 9.1% 8.3%
Coconut Grove/Coral 6.1% 8.2% 10.1% 8.1% 9.2%
GableslKey Biscayne
Source: Greater Miami Convention and Visitors Bureau 1998 Profile of Visitors to Greater
Miami and the Beaches
TRANSPORTATION
The City is located within two hours by air from the major population centers of the northeastern
United States and is also at the terminus of a highway network. The Port of Miami has become the
world's largest passenger port. The Port estimates that more than 80% of cruise ship passengers arrive
and depart Miami by air.
The Port specializes in trailer and container cargo. From 1990 to 1999, the total cargo handled
increased from 3.5 million tons to nearly 7 million tons, an increase of nearly 100%. The Port has become
the nation's leading port for exports to Latin America and the Caribbean.
The summary of the growth in passengers and cargo for the previous ten years is presented below:
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK)
15
PASSENGERS AND CARGO HANDLED
BY PORT OF MIAMI
1990-1999
Year Ended Cruise Cargo
September 30 Passengers (in tons)
1990 2,734,816 3,590,937
1991 2,928,532 3,882,284
1992 3,095,487 4,596,481
1993 3,157,130 5,198,292
1994 2,967,081 5,574,252
1995 2,974,703 5,840,815
1996 3,052,450 6,002,744
1997 3,191,885 6,735,388
1998 2,960,264 7,056,634
1999 3,112,355 6,930,372
Source: Miami-Dade County Florida Seaport Department; The Port
of Miami, 1999
Five separate airports owned and operated by Miami-Dade County are within easy reach of the
City. Miami International Airport ranks 7th in the nation and 12th in the world in the number of
passengers using its facilities. It ranks third in the nation and third in the world in the movement of
domestic and international air cargo. In 1998 the airport served 33.9 million passengers and handled over
1.9 million tons of cargo. Statistics from 1989 - 1998 are presented below:
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK)
16
PASSENGERS AND CARGO HANDLED BY MIAMI
INTERNATIONAL AIRPORT
1989-1998
Year Ended Cargo
September 30 Passengers (in tons)
1989 23,422,000 869,612
1990 25,294,000 945,773
1991 26,709,000 951,328
1992 26,125,000 1,073,429
1993 28,246,000 1,215,553
1994 29,351,000 1,402,979
1995 32,852,000 1,703,367
1996 33,504,000 1,885,232
1997 34,533,268 1,946,841
1998 33,935,491 1,976,857
Source: Miami-Dade County, Florida Aviation Department, Miami
International Airport
RECREATION
There are numerous parks and playgrounds in the City of Miami Beach. Each park provides
different amenities, from tennis and boccia courts to swirrrrning pools and tot lots, to Vita courses and
barbecue pits. There are four Vita courses, two swirrrrning pools, and numerous tennis courts, including
the Holtz Tennis Stadium which houses championship, professional and amateur tournaments.
Offshore, the Gulf Stream provides a variety of game fish, while the Miami Beach Marina
provides an abundance of space to house boats as well as direct access to the Atlantic Ocean and Gulf
stream. The Marina is a private development on City-owned bay front land in the South Pointe area.
Renovation has increased the number of boat slips to 388, making the Marina the largest in the area and a
first class facility.
In the north part of the City, the public can enjoy a leisurely sail in the quiet waters of Biscayne
Bay from Miami Beach Sailport. The facility, though open to all ages, was specially designed to teach
young adults the basic art of sailing on small prams.
The City owns two championship golf courses and one Par 3 course that are open to the public.
The two championship courses, Bayshore and Normandy, offer a clubhouse complete with a restaurant,
lounge and pro shop.
MIAMJlSTBGEMANCJ10763491n2$I011,00C/7120100
17
GUARANTY AGREEMENT
GUARANTY AGREEMENT dated as of ,200_ by and between
, a public body corporate organized and existing under the laws of the State of (the
"Obligor"); and AMBAC ASSURANCE CORPORATION ("Arnbac"), a Wisconsin domiciled stock
insurance company.
WITNESSETH:
WHEREAS, the Obligor has or will issue_(the "Obligations"); and
WHEREAS, Arnbac will issue its Surety Bond (the "Surety Bond"), substantially in the form set
forth in Annex A to this Agreement, guaranteeing certain payments by the Obligor subject to the terms
and limitations of the Surety Bond; and
WHEREAS, to induce Arnbac to issue the Surety Bond, the Obligor has agreed to pay the
premium for such Surety Bond and to reimburse Arnbac for all payments made by Arnbac under the
Surety Bond from Legally Available Funds, all as more fully set forth in this Agreement; and
WHEREAS, the Obligor understands that Arnbac expressly requires the delivery of this
Agreement as part of the consideration for the execution by Arnbac of the Surety Bond; and
NOW, THEREFORE, in consideration of the premises and of the agreernents herein contained
and of the execution of the Surety Bond, the Obligor and Arnbac agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Definitions. Except as otherwise expressly provided herein or unless the context otherwise
requires, the terms which are capitalized herein shall have the meanings specified in Annex B hereto.
Section 1.02. Surety Bond.
(a) Arnbac will issue the Surety Bond in accordance with and subject to the terms and conditions of the
Commitment.
(b) The rnaxirnum liability ofArnbac under the Surety Bond and the coverage and term thereof shall be
subject to and limited by the Surety Bond Coverage and the terms and conditions of the Surety Bond.
(c) Payments made under the Surety Bond will reduce the Surety Bond Coverage to the extent of that
payment, provided that the Surety Bond Coverage shall be automatically reinstated to the extent of the
reirnbursement of principal by the Obligor of any payment made by Arnbac. Arnbac shall notify the
Paying Agent in writing no later than the fifth (5th) day following the reimbursement by the Obligor that
the Surety Bond has been reinstated to the extent of such reimbursement.
Section 1.03. Premium. In consideration of Arnbac agreeing to issue the Surety Bond hereunder, the
Obligor hereby agrees to payor cause to be paid from Legally Available Funds the premium set forth in
the Commitment.
Section 1.04. Certain Other EXDenses. The Obligor will pay all reasonable fees and disbursements of
Arnbac's counsel related to any modification of this Agreement or the Surety Bond.
City of Miami Beach, Florida
,2000
Page 2
the Bonds, exclusive of accrued interest in both cases) will be $
principal amount of the Bonds.
or _% of the
(d)
fee of
Bonds).
The underwriting spread set forth in paragraph (c) above, includes a management
($~$1,000 of Bonds) and a takedownlconcession of $ ($~$1,000 of
(e) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Bonds to any person not regularly employed
or retained by the Underwriters (including any "finder" as defined in Section 218.386 (1) (a),
Florida Statutes), except as specifically enumerated as expenses to be incurred by the
Underwriters as set forth in Exhibit A.
(f) The name and address of each of the Underwriters is:
J. P. Morgan Securities Inc.
5201 Blue Lagoon Drive, 9th Floor
Miami, Florida 33126
Paine Webber Incorporated
One International Plaza
Suite 1600
Miami, FL 33131
Raymond James & Associates, Inc.
The Raymond James Financial Center
880 Carillon Pkwy.
P.O. Box 12749 (33733-2749)
St. Petersburg, FL 33716
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385(4), Florida Statutes.
Very truly yours,
J. P. MORGAN SECURITIES INC., as
Representative of the Underwriters
BY:
Percy R. Aguila, Jr.
E-2
ARTICLE II
REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFORE
Section 2.01. Reimbursement for Payments Under the Surety Bond and Exoenses.
(a) The Obligor will reimburse Ambac, from Legally Available Funds within the Reimbursement Period,
without demand or notice by Ambac to the Obligor or any other person, to the extent of each Surety Bond
Payment with interest on each Surety Bond Payment from and including the date made to the date of the
reimbursement by the Obligor at the Effective Interest Rate. The Obligor agrees that it shall make
monthly level principal repayments for each Surety Bond Payment during the Reimbursement Period.
Interest on each Surety Bond Payment shall be paid monthly during the Reimbursement Period. To the
extent that interest payments due hereunder are not paid on a monthly basis, or are not paid as each
principal repayment is made, interest shall accrue on such unpaid amounts at a rate equal to the Effective
Interest Rate.
(b) The Obligor also agrees to reirnburse Ambac, from Legally Available Funds, immediately and
unconditionally upon demand for all reasonable expenses incurred by Ambac in connection with the
Surety Bond and the enforcement by Ambac of the Obligor's obligations under this Agreement together
with interest on all such expenses from and including the date which is 30 days from the date a statement
for such expenses is received by the Obligor incurred to the date of payment at the rate set forth in
subsection (a) of this Section 2.01.
Section 2.02. Allocation of Payments. Ambac and the Obligor hereby agree that each repayment of
principal received by Ambac from or on behalf of the Obligor as a reimbursement to Ambac as required
by Section 2.0l(a) hereof shall be applied to reinstate all or a portion of the Surety Bond Coverage to the
extent of such repayment. Any interest payable pursuant to Section 2.0l(a) hereof shall not be applied to
the reinstatement of any portion of the Surety Bond Coverage.
Section 2.03. Securi for Pa ents' Instruments 0 Further Assurance. To the extent, but only to the
extent, that the Resolution pledges to the Owners r any paying agent therefor, or grants a security
interest or lien in or on any collateral property, reven e or other payments ("Collateral and Revenues") in
order to secure the Obligations or provide a source f payment for the Obligations, the Obligor hereby
grants to Ambac a security interest in or lien on, a the case rnay be, and pledges to Ambac all such
Collateral and Revenues as security for payment of 11 amounts due hereunder, which security interest,
lien and/or pledge created or granted under this Secti n 2.03 shall be subordinate only to the interests of
the Owners and any paying agent therefor in such ollateral and Revenues. The Obligor agrees that it
will, from tirne to time, execute, acknowledge and eiiver, or cause to be executed, acknowledged and
delivered, any and all financing statements, if appli able, and all other further instruments as may be
required by law or as shall reasonably be requested b Ambac for the perfection of the security interest, if
any, granted under this Section 2.03 and for the pres ation and protection of all rights of Ambac under
this Section 2.03.
Section 2.04. Unconditional Oblil!ation. The obli ations of the Obligor hereunder are absolute and
unconditional and will be paid or performed strictly i accordance with this Agreement, irrespective of:
(a) any lack of validity or enforceability of, or any endment or other modification of, or waiver with
respect to the Resolution or the Obligations;
(b) any exchange, release or nonperfection of any se urity interest in property securing the Obligations or
this Agreement or any obligations hereunder;
(c) any circumstances which might otherwise con titute a defense available to, or discharge of, the
Obligor with respect to the Obligations;
(d) whether or not such obligations are contingent or matured, disputed or undisputed, liquidated or
unliquidated.
ARTICLE ill
EVENTS OF DEFAULT; REMEDIES
Section 3.01. Events of Default. The following events shall constitute Events of Default hereunder:
(a) The Obligor shall fail to pay to Ambac any amount payable under Sections 1.04 and 2.01 hereof and
such failure shall have continued for a period in excess of the Reirnbursement Period;
(b) Any material representation or warranty made by the Obligor hereunder or under the Resolution or
any statement in the application for the Surety Bond or any report, certificate, financial statement or other
instrument provided in connection with the Commitment, the Surety Bond or herewith shall have been
rnaterially false at the tirne when made;
(c) Except as otherwise provided in this Section 3.01, the Obligor shall fail to perform any of its other
obligations under this Agreement or hereunder, provided that such failure continues for more than thirty
(30) days after receipt by the Obligor of notice of such failure to perform;
(d) The Obligor shall (i) voluntarily commence any proceeding or file any petition seeking relief under
the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or
sirnilar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate marmer, any
such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a
receiver, paying agent, custodian, sequestrator or similar official for the Obligor or for a substantial part
of its property, (iv) file an answer admitting the material allegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in
writing its inability or fail generally to pay its debts as they become due or (vii) take action for the
purpose of effecting any of the foregoing; or
(e) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of
cornpetent jurisdiction seeking (i) relief in respect of the Obligor, or of a substantial part of its properly,
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or
similar law or (ii) the appointment of a receiver, paying agent, custodian, sequestrator or similar official
for the Obligor or for a substantial part of its property; and such proceeding or petition shall continue
undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall
continue unstayed and in effect for thirty (30) days.
Section 3.02. Remedies. If an Event of Default shall occur and be continuing, then Ambac may take
whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and
thereafter to becorne due under this Agreement or any related instrument and any obligation, agreement or
covenant of the Obligor under this Agreement; provided, however, that Ambac may not take any action to
direct or require acceleration or other early redemption of the Obligations or adversely affect the rights of
the Owners. All rights and remedies of Ambac under this Section 3.02 are cumulative and the exercise of
anyone remedy does not preclude the exercise of one or more of the other available remedies.
ARTICLE IV
SETTLEMENT
Ambac shall have the exclusive right to decide and determine whether any claim, liability, suit or
judgment made or brought against Ambac, the Obligor or any other party on the Surety Bond shall or
shall not be paid, compromised, resisted, defended, tried or appealed, and Ambac's decision thereon, if
made in good faith, shall be final and binding upon the Obligor. An itemized statement of payments made
by Ambac, certified by an officer of Ambac, or the voucher or vouchers for such payments, shall be prima
facie evidence of the liability of the Obligor, and if the Obligor fails to reimburse Ambac, pursuant to
subsection (b) of Section 2.01 hereof, upon the receipt of such statement of payments, interest shall be
computed on such arnount from the date of any payment made by Ambac at the rate set forth in
subsection (a) of Section 2.01 hereof.
ARTICLE V
MISCELLANEOUS
Section 5.01. Comllutations. All computations of premium, interest and fees hereunder shall be made on
the basis of the actual number of days elapsed over a year of 360 days.
Section 5.02. Exercise of Ril!hts. No failure or delay on the part of Ambac to exercise any right, power
or privilege under this Agreement and no course of dealing between Ambac and the Obligor or any other
party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial
exercise of any such right, power or privilege preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein expressly provided are
cumulative and not exclusive of any rights or remedies which Ambac would otherwise have pursuant to
law or equity. No notice to or demand on any party in any case shall entitle such party to any other or
further notice or demand in sirnilar or other circumstances, or constitute a waiver of the right of the other
party to any other or further action in any circumstances without notice or demand.
Section 5.03. Amendment and Waiver. Any provision of this Agreement may be amended, waived,
supplemented, discharged or terminated only with the prior written consent of the Obligor and Ambac.
The Obligor hereby agrees that upon the written request of the Paying Agent, Ambac may make or
consent to issue any substitute for the Surety Bond to cure any ambiguity or formal defect or omission in
the Surety Bond which does not materially change the terms of the Surety Bond nor adversely affect the
rights of the Owners, and this Agreement shall apply to such substituted Surety Bond. Ambac agrees to
deliver to the Obligor and to the company or companies, if any, rating the Obligations, a copy of such
substituted Surety Bond.
Section 5.04. Successors and Assims: Descrilltive Headinl!s.
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Obligor and Ambac and their
respective successors and assigns; provided, that the Obligor rnay not transfer or assign any or all of its
rights and obligations hereunder without the prior written consent of Ambac.
(b) The descriptive headings of the various provisions of this Agreement are inserted for convenience of
reference only and shall not be deemed to affect the meaning or construction of any of the provisions
hereof.
Section 5.05. Other Sureties. If Ambac shall procure any other surety to reinsure the Surety Bond, this
Agreement shall inure to the benefit of such other surety, its successors and assigns, so as to give to it a
direct right of action against the Obligor to enforce this Agreement, and "Ambac," wherever used herein,
shall be deemed to include such reinsuring surety, as its respective interests may appear.
Section 5.06. Sil!l1ature on Bond. The Obligor's liability shall not be affected by its failure to sign the
Surety Bond nor by any claim that other indemnity or security was to have been obtained nor by the
release of any indemnity, nor the return or exchange of any collateral that may have been obtained.
Section 5.07. Waiver. The Obligor waives any defense that this Agreement was executed subsequent 10
the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to
the Obligor's request and in reliance on the Obligor's promise to execute this Agreement.
Section 5.08. Notices. Requests. Demands. Except as otherwise expressly provided herein, all written
notices, requests, demands or other communications to or upon the respective parties hereto shall be
deemed to have been given or made when actually received, or in the case of telex or telecopier notice
sent over a telex or a telecopier rnachine owned or operated by a party hereto, when sent, addressed as
specified below or at such other address as either of the parties hereto or the Paying Agent may hereafter
specify in writing to the others:
If to the Obligor: >
If to the Paying Agent: >
If to Ambac:
Ambac Assurance Corporation
One State Street Plaza
17th Floor
New York, New York 10004
Attention: General Counsel
Section 5.09. Survival of Reoresentations and Warranties. All representations, warranties and
obligations contained herein shall survive the execution and delivery of this Agreement and the Surety
Bond.
Section 5.10. Governing Law. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State.
Section 5.11. Counteroarts. This Agreement may be executed in any number of copies and by the
different parties hereto on the same or separate counterparts, each of which shall be deemed to be an
original instrument. Complete counterparts of this Agreement shall be lodged with the Obligor and
Ambac.
Section 5.12. Severability. In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written.
[ISSUER]
(Seal)
Attest:
Title:
By
Title:
AMBACASSURANCECORPORATION
Attest:
Title:
By
Title:
ANNEX A - SURETY BOND
ANNEXB
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context
otherwise requires, all capitalized terms shall have the meaning as set out below.
"Agreement" means this Guaranty Agreement.
"Ambac" has the same meaning as set forth in the first paragraph of this Agreement.
"Collateral and Revenues" has the same meaning as set forth in Section 2.03 hereof.
"Commitment" means the Ambac Commitment for Surety Bond in the form attached hereto as Annex C.
"Debt Service Payments" meanS those payments required to be made by the Obligor which will be
applied to payment of principal of and interest on the Obligations.
"Effective Interest Rate" means the lesser of the Reimbursement Rate or the maximum rate of interest
permitted by then applicable law; provided, however, that the Effective Interest Rate shall in no event be
less than the interest rate on the Obligations.
"Event of Default" shall mean those events of default set forth in Section 3.01 of this Agreement.
"Legally Available Funds" meanS any moneys legally available to the Obligor for the payment of its
obligations.
"Obligations" has the same meaning as set forth in the second paragraph of this Agreement.
"Obligor" has the same meaning as set forth in the first paragraph of this Agreement.
"Owners" rneans the registered owner of any Obligation as indicated in the books maintained by the
applicable paying agent, the Obligor or any designee of the Obligor for such purpose. The term "Owner"
shall not include the Obligor or any person or entity whose obligation or obligations by agreement
constitute the underlying security or source of payment for the Obligations.
"Paying Agent" means
"Reimbursement Period" means, with respect to a particular Surety Bond Payment, the period
commencing on the date of such Surety Bond Payment and ending 12 months following such Surety
Bond Payment.
"Reirnbursement Rate" means Citibank's prime rate plus two (2) percent per annum, as of the date of
such Surety Bond Payment, said "prime rate" being the rate of interest announced frorn time to tirne by
Citibank, New York, New York, as its prime rate. The rate of interest shall be calculated on the basis of a
360 day year.
HResolution" means
"State" meanS the State of -----'
"Surety Bond" means the surety bond issued by Ambac substantially in the form attached to this
Agreement as Arrnex A.
"Surety Bond Coverage" meanS the amount available at any particular time to be paid to the Paying
Agent under the terms of the Surety Bond, which amount shall never exceed $
"Surety Bond Payment" meanS an amount equal to the Debt Service Payment less (i) that portion ofthe
Debt Service Payment paid by the Obligor, and (ii) other funds legally available to the Paying Agent for
payment to the Owners, all as certified by the Paying Agent in a demand for payment rendered pursuant
to the terms of the Surety Bond.
ANNEX C
COMMITMENT
BOND PURCHASE AGREEMENT
$[PRINCIPAL AMOUNT]
CITY OF MIAMI BEACH, FLORIDA
Water and Sewer Revenue Bonds
Series 2000
This Bond Purchase Agreement dated --' 2000 ("Bond Purchase
Agreement") is entered into by and among the following parties (hereinafter individually called a
"Party") and collectively called the "Parties"):
CITY OF MIAMI BEACH, FLORIDA, a validly existing municipal corporation in the
State of Florida (the "City"); and
J.P. MORGAN SECURITIES INC. (the "Managing Underwriter") and PAINEWEBBER
INCORPORATED and Raymond James & Associates, Inc. (collectively with the
Managing Underwriter, the "Underwriters").
SECTION 1.1.
SECTION 1.2.
SECTION 1.3.
SECTION 1.4.
SECTION 1.5.
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
Participants........................................................................................................ .1
Contracts, Instruments and Documents .............................................................2
Legal Authorities ...............................................................................................3
Events, Dates and Places....................................................................................3
Other Definitions ...............................................................................................3
ARTICLE II
REPRESENTATIONS AND COVENANTS
SECTION 2.1. Representations and Covenants of City .............................................................4
SECTION 3.1.
SECTION 3.2.
SECTION 3.3.
SECTION 3.4.
SECTION 4.1.
SECTION 4.2.
SECTION 4.3.
SECTION 5.1.
SECTION 5.2.
SECTION 6.1.
SECTION 6.2.
SECTION 6.3.
SECTION 6.4.
SECTION 6.5.
SECTION 6.6.
SECTION 6.7.
SECTION ,6.8
ARTICLE III
AGREEMENT TO PURCHASE SERIES 2000 BONDS
Delivery of Documents to Underwriters............................................................8
Agreement to Sell and Purchase Series 2000 Bonds .........................................9
Public offering of Series 2000 Bonds ................................................................9
Good Faith Check ... ... ...... .......................... ... ..... ..... ..... ..... ..... ..... ... ... ... ... ...........9
ARTICLE IV
CLOSING CONDITIONS
Performance of Obligations ............... .............. ..... ..... .................. ....................1 0
Delivery of Closing Papers ..............................................................................10
Form of Closing Papers; Waiver of Conditions............................................... 13
ARTICLE V
TERMINATION; PAYMENT OF EXPENSES
Termination. ... .................... ......... ...... ... '" ... .......... ..... ..... ..... ........ .....................13
Payment of Expenses ............ ............ ...... ........ ..... .......... .......... ........... .............15
ARTICLE VI
MISCELLANEOUS
Parties In Interest; SurvivalofRepresentations...............................................15
Notices ............................................................................................................ .15
Amendment.. '" ... .............. ... ... ... ... ... ... ... '" ..... ... ............ ........ ..... .......................16
Governing Law. ................. ........................ ..... ..... ..... ..... ..... ........... ......... .........16
Captions ... ... ..... ... ... ................................ ... ... ..... ..... ..... ..... ................................16
Counterparts.................................................................................................... .16
Severability .. ...................................... ........... ..... ..... ..... ..... ..... ..........................16
Rights of Managing Underwriter .....................................................................16
i
SECTION 6.9. Effective Time ofthis Bond Purchase Agreement...........................................16
**********
EXHIBIT A Maturities, Amounts, Interest Rates and Price or yields............................... A-I
EXHffiIT B Opinion of Bond Counsel.............................................................................. B-1
EXHIBIT C Opinion of City Attorney............................................................................... C-I
EXHIBIT D Opinion of Underwriter's Counsel................................................................. D-1
EXHffiIT E Underwriter's Truth-in-Bonding and Disclosure Statement.......................... E-I
11
ARTICLE I
DEFINITIONS
SECTION 1.1. Particioants. In addition to the Parties, various persons and firms will
participate in the financing to which this Bond Purchase Agreement relates. Among them are
those identified below (hereinafter collectively called the "Participants"):
Arbitrage Certificate:
The certificate of the City setting forth its reasonable
expectations regarding the use of the proceeds ofthe
Series 2000 Bonds, among other matters.
Authorized Party:
The persons duly authorized and legally empowered to
execute docwnents on behalf of the City.
Bond Counsel:
Squire, Sanders & Dempsey L.L.P., Miami, Florida
Bond Registrar and Paving
Agent:
First Union National Bank, Miami, Florida
Certified Public Accountant:
KPMG Peat Marwick
Consulting Engineers:
Camp Dresser & McKee Inc., Miami, Florida
City Attorney:
Murray H. Dubbin, Esq.
Citv's Governing Bodv:
City Commission
Financial Advisor:
Dain Rauscher Incorporated, Miami, Florida
Insurer:
Ambac Assurance Corporation
Rate Consultant:
Camp Dresser & McKee Inc., Miami, Florida
Greenberg Traurig, P A, Miami, Florida and Dennis
Scholl, PA, Coral Gables, Florida
Underwriters' Counsel:
SECTION 1.2. Contracts. Instruments and Docwnents. Various contracts, instruments
and docwnents are involved in the financing to which this Bond Purchase Agreement relates.
Among them are those identified below:
This Bond Purchase Agreement, the Continuing
Disclosure Commitment and the Insurance Agreement.
Basic Docwnents:
Closing Papers:
Collectively, the certificates, opinions, instrunients and
other documents described in Section 4.2 of this Bond
Purchase Agreement.
Continuing Disclosure
Commitment
The Continuing Disclosure Commitment of the City
relating to the Series 2000 Bonds.
Financial Statements:
The audited general purpose financial statements of the
City and other information related to the Water and
Sewer Utility included in the Preliminary Official
Statement and Official Statement as Appendix D.
Insurance Agreement:
The Insurance Agreement between the City and the
Insurer.
Insurance Policv:
The insurance policy to be issued by the Insurer
concurrently with the issuance and delivery of the
Series 2000 Bonds.
Official Statement: The Official Statement (including the Appendices
thereto), dated the date hereof, summarizing the terms
of the Series 2000 Bonds and other related matters.
Preliminary Official Statement: The Preliminary Official Statement (including the
Appendices thereto), dated _' 2000
summarizing the terms of the Series 2000 Bonds and
related matters.
Series 2000 Bonds: The City's $[PRlNCIPAL AMOUNT] Water and
Sewer Revenue Bonds, Series 2000.
Series 2000 Reserve Policv: The Series 2000 Reserve Policy relating to the Reserve
Account to be issued by the Insurer concurrently with
the issuance and delivery of the Series 2000 Bonds.
SECTION 1.3. Legal Authorities. Various legal authorities are involved in the
financing to which this Bond Purchase Agreement relates. Among them are those identified
below:
Bond Resolution:
Resolution No. 95-21585 adopted by the City's
Governing Body on May 17, 1995, as supplemented by
a resolution adopted by the City's Governing Body on
--' 2000, as they may be further amended or
supplemented from time to time.
2
Code:
The Internal Revenue Code of 1986, as amended
through and including the Closing Date and, to the
extent applicable, the regulations issued or proposed
pursuant thereto.
Mavor's Certificate:
The Certificate of the Mayor of the City dated the date
hereof, providing for among other matters, the fixing of
the amount of the Series 2000 Bonds and the maturities,
amortization installments, interest rates, and
redemption provisions of the Series 2000 Bonds, and
fixing other details of the Series 2000 Bonds.
SECTION 1.4. Events. Dates and Places. Various dates and places are significant in
the financing to which this Bond Purchase Agreement relates. Among them are those identified
below:
Closing:
The consummation of the transaction at which the
Series 2000 Bonds are delivered by the City to the
Underwriters, and paid for by the Underwriters,
pursuant to this Bond Purchase Agreement.
Closing Date:
, 2000 or such other date as the Parties may
agree.
Closing Time:
1 :00 p.m. Eastem Time or such other time as the Parties
may agree.
Place of Closing:
Squire, Sanders & Dempsey L.L.P.
Miami Center, Suite 2900
201 South Biscayne Boulevard
Miami, Florida 33131
SECTION 1.5. Other Definitions. All capitalized terms used and not otherwise
defined herein shall have the meanings ascribed thereto in the Bond Resolution.
ARTICLE II
REPRESENTATIONS AND COVENANTS
SECTION 2.1. Reoresentations and Covenants ofCitv. As an inducement to the other
Parties to enter into this Bond Purchase Agreement, the City makes the following representations
and covenants, each of which representations shall be true and correct on the date hereof and on
the Closing Date as if such representations were made again at the Closing Time:
(a) The City is a validly existing municipal corporation in the State of Florida.
3
(b) The Bond Resolution was adopted by the City's Governing Body at
meetings duly caned and held in open session upon requisite prior public notice pursuant
to the laws of the State of Florida and the standing resolutions and rules of procedure of
the City's Governing Body. The City has fun right, power and authority to adopt the
Bond Resolution. On the date hereof, the Bond Resolution is, and, at the Closing it shan
be, in fun force and effect, and no portions thereof have been or shan have been
supplemented, repealed, rescinded or revoked. The Bond Resolution constitutes the
legal, valid and binding obligation of the City, enforceable in accordance with its terms.
The Bond Resolution creates a lien upon and pledge of Net Revenues, and, to the extent
provided in the Bond Resolution, Impact Fees for the payment of principal and interest on
the Series 2000 Bonds.
(c) The City has fun right, power and authority to enter into, execute and
deliver the Official Statement, the Basic Documents and the Series 2000 Bonds, and to
perform its obligations under the Basic Documents and as contemplated by the Official
Statement. An permits, consents or licenses, if any, and an notices to or filings necessary
to accomplish the foregoing have been obtained or made. When executed and delivered,
the Basic Documents and the Series 2000 Bonds shan constitute legal, valid and binding
obligations of the City enforceable in accordance with their respective terms and an
conditions and requirements of the Bond Resolution relating to the issuance of the Series
2000 Bonds will have been complied with or fulfined. The Series 1995 Bonds and the
Series 2000 Bonds will be the only long-term debt of the City outstanding under the
Bond Resolution or having a lien or charge on the Net Revenues.
(d) The Authorized Party executing the Basic Documents and Official
Statement on behalf of the City is authorized for and in the name of the City to execute,
deliver and perform the obligations of the City under the Basic Documents and as
contemplated by the Official Statement and to execute, deliver, file or record such other
incidental papers, documents and instruments as shan be necessary to carry out the
intention and purposes of the Basic Documents, the Series 2000 Bonds and the Bond
Resolution. On the Closing Date the Series 2000 Bonds will be duly authenticated,
executed and delivered by the City in accordance with the Bond Resolution and will be
entitled to an the benefits and security thereof. Any certificate signed by the Authorized
Party shan be deemed a representation and covenant by the City to the Underwriters as to
the statements made therein.
(e) No authorization, approval, consent or license of any governmental body
or authority, not already obtained, is required for the valid and lawful execution and
delivery by the City of the Series 2000 Bonds, the Basic Documents, the Official
Statement and the Bond Resolution and the performance of its obligations thereunder or
as contemplated thereby; 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.
4
(f) The execution and delivery by the City of the Series 2000 Bonds, the
Basic Documents, the Official Statement and the Bond Resolution and the performance
by the City thereunder or as contemplated thereby is permitted by, and will not conflict
with or constitute a breach of or default under, any existing law, court or administrative
regulation, decree or order or any commitment, indenture, mortgage, lease, contract,
agreement or instrument to which the City is a party, or by which it or any of its
properties are bound or subject. No event has occurred which, with the lapse of time or
the giving of notice or both, would constitute an event of default (as therein defined)
under any of the Basic Documents or the Bond Resolution.
(g) The Series 2000 Bonds, the Bond Resolution, and the Water and Sewer
Utility conform to the descriptions thereof set forth in the Official Statement.
(h) There is no litigation, administrative proceeding, inquiry or investigation
pending (nor, to the knowledge of the City, is any such action threatened), at law or in
equity, or before or by any court, public board or body, which in any way affects,
contests, questions or seeks to restrain or enjoin any of the following: (i) the powers or
valid existence of the City or the titles of the members of the City's Governing Body or
its other officers to their respective offices; (ii) any of the proceedings had or actions
taken leading up to the sale, issuance and delivery of the Series 2000 Bonds or the
execution, delivery or performance of this Bond Purchase Agreement; (iii) the delivery,
validity or enforceability of the Series 2000 Bonds or any of the Basic Documents or
contesting the power of the City to consummate the transactions contemplated therein
and in the Official Statement; (iv) contesting in any way the completeness or accuracy of
the Official Statement; (v) wherein an unfavorable decision, ruling or finding would
materially and adversely affect the validity or enforceability of the Series 2000 Bonds, the
Bond Resolution or the Basic Documents; or (vi) which would have a material adverse
effect upon the operations of the Water and Sewer Utility or the City.
(i) To the knowledge of the City, the City is not on the date hereof, and will
not be on the Closing Date, in default under any instrument to which the City is subject or
by which it or its properties are or may be bound or subject, which default would (i) have
a material adverse effect on the condition of the City or the Water and Sewer Utility,
financial or otherwise (other than as disclosed in the Official Statement) or (ii) otherwise
materially affect its ability to perform its obligations under the Series 2000 Bonds, the
Basic Documents or the Bond Resolution.
G) The City has not been advised by the Commissioner, any District Director
or any other official of the Internal Revenue Service that certifications by the City with
respect to arbitrage may not be relied upon.
(k) The City shall apply the proceeds of the sale of the Series 2000 Bonds in
the manner described in the Official Statement and the Arbitrage Certificate and will not
take or omit to take any action that will in any way cause or result in the proceeds of the
sale of the Series 2000 Bonds to be applied in a manner other than as described in same.
5
(I) The Financial Statements have been prepared in accordance with generally
accepted accounting principles applied on a consistent basis with that of the audited
combined financial statements of the City and fairly present the financial condition and
results of the operations of the City and the Water and Sewer Utility at the dates and for
the periods indicated.
(m) There has been no material adverse change in the business, properties or
financial condition of the City and the Water and Sewer Utility from that shown in the
Financial Statements.
(n) Between the date hereof and the Closing Date (i) the City will not, without
the prior written consent of the Underwriters, issue any bonds, notes or other obligations,
(ii) the City will not incur any material liabilities, direct or contingent, other than those in
the ordinary course of business, and (iii) there will not have been any adverse change of a
material nature in the City's financial position.
(0) Appendices A and D to the Preliminary Official Statement and the Official
Statement and the statements relating to the City, the Series 2000 Bonds, including the
application of proceeds thereof, and the Bond Resolution set forth in the Preliminary
Official Statement and the Official Statement and the Appendices thereto did not on the
respective dates of the Preliminary Official Statement and the Official Statement and do
not on the date hereof, contain any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein not misleading. Without having
undertaken to determine independently the accuracy or completeness of the information
in the Preliminary Official Statement and Official Statement or Appendices thereto,
except as to the information noted in the preceding sentence, nothing has come to the
City's attention that would lead it to believe that the Preliminary Official Statement and
Official Statement and the Appendices to such documents contains any untrue statement
of a material fact or omits to state any material fact necessary to make the statement
therein not misleading. The City has consented to the use of the Preliminary Official
Statement and the Official Statement by the Underwriters in connection with the public
offering of the Series 2000 Bonds.
(P) The City will furnish such information, execute such instruments and take
such other action in cooperation with the Underwriters as the Underwriters may
reasonably request in order to qualify the Series 2000 Bonds for offer and sale under the
Blue Sky or other securities laws or regulations of such states and other jurisdictions of
the United States as the Underwriters may designate and to determine the eligibility of
the Series 2000 Bonds for investment under the laws of such states and jurisdictions, and
will undertake its best efforts to continue such qualifications in effect as long as required
for the distribution of any Series 2000 Bonds, provided that the City will not be required
to qualify to do business, or be subject to service of process in or subject itself to the
jurisdiction of, any state other than the State of Florida.
6
(q) The City has not, since December 31,1975, been in default in the payment
of principal of, premium, if any, or interest on, or otherwise been in default with respect
to, any bonds, notes, lease purchase arrangements or other obligations which it has
issued, assumed or guaranteed as to payment of principal, premium, if any, or interest,
nor has any other person been in default with respect to payment of principal of,
premium, if any, or interest on any bonds, notes or other obligations which the City has
issued, except, in both cases, as described in the Preliminary Official Statement and the
Official Statement and certain conduit issues which in the opinion of the City would not
be considered material by a reasonable investor and therefore do not have to be disclosed
in the Official Statement under Rule 3E-400.003, Rules of Government Securities,
promulgated under Section 517.051(1), Florida Statutes.
(r) Ifbetween the date hereof and the date of the Closing, or between the date
of the Closing and the "end of the underwriting period" as defined in (s) below, any event
shall occur which would or might cause the information contained in the Official
Statement, as then supplemented or amended, to contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances under which they were
made, not misleading, the City shall notify the Underwriters thereof, and if in the
reasonable opinion of the Underwriters such event requires the preparation and
publication of a supplement or amendment to the Official Statement, the City will
cooperate with the Underwriters in supplementing or amending the Official Statement
(the printing of which will be the expense of the City) in such form and manner and at
such time or times as may be reasonably called for by the Underwriters.
(s) The City agrees that after the Closing and during the period ended on the
earlier of (A) ninety (90) days after the "end of the underwriting period", hereinafter
described or (B) the time when the Official Statement is available from a Nationally
Recognized Municipal Securities Information Repository ("NRMSIR") (but in no event
less than 25 days following the end of the underwriting period) (i) the City will not adopt
any amendment of or supplement to the Official Statement to which, after having been
furnished a copy prior to any proposed adoption, the Managing Underwriter shall object
in writing or which shall be disapproved by counsel for the Underwriters and (ii) if any
event relating to or affecting the City or the Series 2000 Bonds shall occur as a result of
which it is necessary, in the opinion of the City, the Managing Underwriter or
Underwriters' Counsel, to amend or supplement the Official Statement in order to make
the Official Statement not misleading in light of the circumstances existing at the time it
is delivered to a purchaser, the City shall, at its expense, forthwith prepare and furnish to
the Managing Underwriter a reasonable number of copies of an amendment of or
supplement to the Official Statement (in form and substance satisfactory to the City and
the Underwriters) which will amend or supplement the Official Statement so that it will
not contain an untrue statement of a material fact or omit to state a material fact necessary
in order to make the statements therein, in light circumstances existing at the time the
Official Statement is delivered to a purchaser, not misleading. The City will promptly
notify the Managing Underwriter of the occurrence of any event which, in the City's
7
opinion, is an event described in clause (ii) of the preceding sentence. For purposes of
the foregoing, the term "end of the underwriting period" means the date of Closing or the
date on which the Underwriters do not retain, directly or as a member of an underwriting
syndicate, an unsold balance of the Series 2000 Bonds for sale to the public, which date
shall be no later than ninety (90) days after the date of Closing. The Underwriters agree
to file the Official Statement with at least two NRMSIRs not later than two business days
after the Closing, to forward a list of the names and addresses of each NRMSIR receiving
a copy to the City and to promptly notify the City in writing of the end of the
underwriting period.
ARTICLE III
AGREEMENT TO PURCHASE SERIES 2000 BONDS
SECTION 3.1. Delivery of Documents to Underwriters. Prior to or simultaneously
with the execution and delivery of this Bond Purchase Agreement, the Underwriters shall have
delivered the Underwriters' Truth-in-Bonding and Disclosure Statement required by law, as set
forth in Exhibit E. As soon as practicable after the date hereof, and in any event, within seven
days of the date hereof, as required by paragraph (b) (3) of Rule 15(c)2-12 of the Securities and
Exchange Commission ("SEC") or the rules of the Municipal Securities Rulemaking Board
("MSRB"), the City shall deliver or cause to be delivered to the Managing Underwriter copies of
the Official Statement, dated the date hereof, relating to the Series 2000 Bonds, in sufficient
quantities to allow the Underwriters to comply with paragraph (b) (4) of Rule 15(c)2-12 of the
SEC and the rules of the MSRB, in substantially the form of the Preliminary Official Statement
with only such changes therein as shall have been approved by the City and the Managing
Underwriter. References to the Official Statement shall include the cover page and all exhibits,
appendices, reports and statements included with or attached to it and any amendments and
supplements that may be authorized by the City and to which the Managing Underwriter does not
reasonably object, and any amendments and supplements which may be reasonably required by
the Managing Underwriter for use with respect to the Series 2000 Bonds. The Official Statement
shall be executed on behalf of the City by duly authorized officers thereof.
The City approves the Preliminary Official Statement, and consents to the use of the
Preliminary Official Statement and the Official Statement and the information contained therein
by the Underwriters. The City deems final the Preliminary Official Statement, as of its date, for
purposes of Rule 15(c)(2)-12, with certain omissions therein in connection with the pricing of the
Series 2000 Bonds.
SECTION 3.2. Agreement to Sell and Purchase Series 2000 Bonds. The Series 2000
Bonds shall have the terms specified in the Official Statement, including maturities, amounts,
interest rates, prices or yields and redemption provisions, and such terms as are required to be set
forth herein by the Bond Resolution, all as described on Exhibit A annexed hereto. Upon the
basis of the representations and upon the terms and conditions set forth in this Bond Purchase
Agreement, the Underwriters agree to purchase, and the City agrees to issue, sell and deliver to
the Underwriters, all (but not less than all) of Series 2000 Bonds for the aggregate purchase price
8
of $ (representing the $[PRINCIPAL AMOUNT]original principal amount
of the Series 2000 Bonds, less $ of original issue discount and less $ of
Underwriter's discount) plus accrued interest through the day immediately preceding the Closing
Date on the Series 2000 Bonds (the "Purchase Price"). Payment of the Purchase Price shall be
made by the Underwriters to the order of the City at the Closing Time in Federal or other
immediately available funds. One fully registered Series 2000 Bond for each maturity, duly
executed and authenticated, shall be delivered to or upon the order of the Underwriters, together
with the other documents hereinafter mentioned, and subject to the terms and conditions hereof,
the Underwriters will accept such delivery and pay the Purchase Price. The Series 2000 Bonds
shall be registered in the name of Cede & Co., or in such other names and in such authorized
denominations as the Underwriters shall reasonably specify in writing at least three (3) business
days prior to the Closing Date. The Series 2000 Bonds shall be available for examination by the
Underwriters at a mutually agreed upon location at least one (1) business day prior to the Closing
Date.
SECTION 3.3. Public Offerim! of Series 2000 Bonds. The Underwriters agree to
make a bona fide public offering of the Series 2000 Bonds, solely pursuant to the Official
Statement, at the initial offering prices set forth in the Official Statement, reserving, however, the
rights to (i) change such initial offering prices as the Managing Underwriter shall deem necessary
in connection with the marketing of the Series 2000 Bonds and (ii) offer and sell the Series 2000
Bonds to certain dealers (including dealers depositing the Series 2000 Bonds into investment
trusts) at concessions to be determined by the Managing Underwriter. The Underwriters also
reserve the right to over-allot or effect transactions that stabilize or maintain the market prices of
the Series 2000 Bonds at levels above that which might otherwise prevail in the open market and
to discontinue such stabilizing, if commenced, at any time.
SECTION 3.4. Good Faith Check. The City hereby acknowledges receipt of a
corporate check payable to the City in an amount equal to $ (the "Good Faith Check")
as security for the performance by the Underwriters of their obligation to accept and pay for the
Series 2000 Bonds at the Closing in accordance with the provisions of this Bond Purchase
Agreement. The City shall retain the check, uncashed, except under the circumstances
hereinafter set forth. In the event the City fails to deliver the Series 2000 Bonds at the Closing,
or if City shall be unable to satisfy the conditions to the obligations of the Underwriters
contained in this Bond Purchase Agreement or if such obligations shall be terminated for any
reason permitted by this Bond Purchase Agreement, the City shall be obligated to immediately
return the uncashed Good Faith check to the Underwriters. In the event the Underwriters accept
and pay for the Series 2000 Bonds at Closing, the uncashed Good Faith Check shall be returned
to the Underwriters at Closing. In the event the Underwriters fail (other than for a reason
permitted under this Bond Purchase Agreement) to accept and pay for the Series 2000 Bonds at
Closing, the Good Faith Check may be cashed and the proceeds thereof shall be retained by the
City as and for full liquidated damages for such failure, and not as a penalty, and for any and all
defaults hereunder on the part of the Underwriters, and thereupon, all claims and rights hereunder
against the Underwriters shall be fully released and discharged, it being understood by the City
9
and the Underwriters that actual damages in such circumstances may be difficult or impossible to
compute.
ARTICLE IV
CLOSING CONDITIONS
SECTION 4.1. Performance of Obligations. The obligations and agreements of the
Underwriters under this Bond Purchase Agreement are expressly made subject to the due
performance by the City at or prior to the Closing Time of its respective obligations and
undertakings pursuant to this Bond Purchase Agreement.
SECTION 4.2. Delivery of Closing PaDers. The obligations and agreements of the
Underwriters under this Bond Purchase Agreement are expressly made subject to the condition
that, at or prior to the Closing Time, there shall have been delivered to the Underwriters each of
the following which the City agrees to do:
(a) Basic Documents: Miscellaneous Documents:
(i) One executed copy of each of the Basic Documents, in the
respective form thereof delivered to the Underwriters pursuant to Section 3.1 of
this Bond Purchase Agreement, which documents shall be in full force and effect,
with only such revisions therein or additions thereto as shall have been required to
incorporate terms specified in this Bond Purchase Agreement or as shall be
satisfactory to the Managing Underwriter.
(ii) Ten executed copies of the Official Statement and Appendices
included therein.
(b) Closing Paoers to be Furnished bv the City:
(i) One copy of the Bond Resolution certified by the appropriate City
official to be true and correct copies thereof as adopted and approved.
(ii) One fully executed Mayor's Certificate.
(iii) One executed copy of a certificate of an Authorized Party on behalf
of the City, dated the Closing Date, (A) confirming that each of the
representations of the City contained in Section 2.1 of this Bond Purchase
Agreement was true and accurate in all material respects on the date when made,
has been true and accurate in all material respects at all times since, and continues
to be true and accurate in all material respects on the Closing Date as if such
representations were made on the Closing Date, (B) stating that there has been no
material adverse change in the business or financial condition of the City or the
Water and Sewer Utility from that shown in the Financial Statements, (C) stating
that to its best knowledge no event affecting the City has occurred since the date
10
of the Preliminary Official Statement which should be disclosed in the Official
Statement for the purpose for which it is used or which it is necessary to disclose
therein in order to make the statements and information therein not misleading in
any material respect as of the Closing Date; and (D) certifying that the Bond
Resolution has not been supplemented, modified, amended or repealed.
(iv) One executed original of a customary incumbency and no-
litigation certificate, in form prepared by and reasonably acceptable to Bond
Counsel, the City Attorney and Underwriters' Counsel, dated the Closing Date
and signed by an authorized member of the City's Governing Body.
(v) One executed copy of the Arbitrage Certificate, in form
satisfactory to Bond Counsel, dated the Closing Date, signed by an Authorized
Party on behalf of the City.
(vi) One executed copy of the final approvmg opinion of Bond
Counsel, in substantially the form contained in an Appendix to the Official
Statement, and one executed copy of the supplemental legal opinion of Bond
Counsel, dated the Closing Date, in the form as set forth in Exhibit B hereto.
(vii) One executed copy of the opinion of the City Attorney in the form
as set forth in Exhibit C hereto.
(viii) One executed copy of the opinion of Underwriters' Counsel in the
form as set forth in the attached Exhibit D.
(ix) One executed copy of a letter from the Certified Public Accountant
consenting to the references to it in the Official Statement and one executed copy
of the Accountant's audit report in respect of the audited Financial Statements
included in the Official Statement.
(x) One executed copy of a customary authorization and incumbency
certificate, and a standard closing certificate, both dated the Closing Date, signed
by authorized officers of the Bond Registrar and Paying Agent, both in form and
substance satisfactory to the Underwriters.
(xi) A certified copy of the Insurance Policy accompanied by a
certificate of, or opinion of counsel to, the Insurer to the effect that the
information relating to the Insurer appearing under the caption "MUNICIPAL
BOND INSURANCE" in the Official Statement does not contain any untrue
statement of a material fact or omit to state a material fact required in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading.
(xii) One executed copy of a certificate from the Insurer to the effect
that it is not currently in default, nor has it been in default at any time with respect
11
to the payment of the principal of, or interest on, any obligation guaranteed by the
Insurer and the opinion of counsel to the Insurer to the effect that (A) the Insurer
is duly incorporated and validly existing under the laws of the state of Wisconsin
and is licensed and authorized to issue the Insurance Policy and the Series 2000
Reserve Policy under the laws of the State of Wisconsin and the State of Florida;
and (B) the Insurance Policy and the Series 2000 Reserve Policy have been duly
executed and are valid and binding obligations of the Insurer enforceable in
accordance with their terms.
(xiii) Letters of confirmation with respect to the ratings of the Series
2000 Bonds from Moody's Investors Service, Inc., Fitch, Inc. and Standard &
Poor's of"_","_" and "_", respectively.
(xiv) One executed copy of a letter from the Consulting Engineers
consenting to the references to it in the Official Statement and inclusion of its
report as Appendix B to the Official Statement.
(xv) One executed copy of a letter from the Rate Consultant consenting
to the references to it in the Official Statement and the inclusion of its Water and
Wastewater System Rate Study as Appendix C to the Official Statement.
(xvi) One executed copy of certificates of each of the Public Works
Director and the Consulting Engineers to the effect that the information contained
in the Official Statement under the caption "THE WATER AND SEWER
UTILITY" is accurate and does not 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.
(xvii) One executed copy of a Blanket Letter of Representation to The
Depository Trust Company by the City.
(c) Other Assurances: Such additional opinions, certificates, proceedings,
instruments and other documents as the Undetwriters, Undetwriters' Counselor Bond
Counsel may reasonably request to verify or evidence (i) compliance by the Parties with
applicable legal requirements, (ii) the truth and accuracy of the representations or
opinions of the Parties contained in this Bond Purchase Agreement or in any Closing
Paper, or (iii) the due performance of all agreements and the satisfaction of all conditions
required to be performed or satisfied at or prior to the Closing Time.
SECTION 4.3. Form of Closing PaDers: Waiver of Conditions. The Closing Papers to
be delivered to the Undetwriters pursuant to this Bond Purchase Agreement shall be deemed to
be in compliance with the conditions of this Bond Purchase Agreement if, but only if, in the
reasonable judgment of the Undetwriters, they are satisfactory in form and substance. The legal
opinions and certificates described in Section 4.2 shall be addressed to the Undetwriters or a
reliance letter with respect thereto shall be addressed to the Undetwriters. No condition hereof
12
shall be deemed to have been waived by the Underwriters unless expressed specifically in a
writing signed by the Underwriters.
ARTICLE V
TERMINATION: PAYMENT OF EXPENSES
SECTION 5.1. Termination. This Bond Purchase Agreement may be terminated by
the underwriters without liability on the part of the Underwriters, if, at or prior to the Closing
Time:
(a) The Bond Resolution, the Mayor's Certificate or this Bond Purchase
Agreement shall not be in full force and effect or shall have been supplemented,
modified, amended or repealed, without the prior written consent of the Underwriters.
(b) Any representation of the City contained in this Bond Purchase Agreement
or in any Closing Paper shall prove to be or to have been false in any material respect;
(c) There shall be a material failure of anyone or more of the conditions set
forth in Sections 4.1, 4.2 or 4.3 of this Bond Purchase Agreement;
(d) Litigation or an administrative proceeding or investigation shall be
pending or threatened affecting, contesting, questioning or seeking to restrain or enjoin (i)
the powers or the valid existence of the City or the titles of its officers to their respective
offices or (ii) contesting the validity or effecting the enforceability of the Series 2000
Bonds, the Bond Resolution, the Mayor's Certificate, or the Basic Documents or
contesting the power or the City to execute and deliver such documents or to conswnmate
the transactions contemplated therein or in the Official Statement or apply the proceeds of
the Series 2000 Bonds as contemplated therein, or (iii) contesting in any way the
completeness or accuracy of the Official Statement, or (iv) wherein an unfavorable
decision, ruling or finding would, in the judgment of the Underwriters, materially and
adversely affect the validity or enforceability of the Series 2000 Bonds, the Bond
Resolution, the Mayor's Certificate or the Basic Documents;
( e) Any legislative, executive or regulatory action or any court decision shall
occur which, in the reasonable judgment of the Underwriters, casts sufficient doubt on the
legality of, or the excludability from gross income for Federal income tax purposes of
interest on, obligations of the general kind and character as the Series 2000 Bonds so as
to impair materially the marketability, or to reduce materially the market price of, such
obligations or otherwise materially impairs the marketability, or ma1erially reduces the
market price of, such obligations;
(f) Any action by or on behalf of the Securities and Exchange Commission or
a court shall occur which would require registration of any Series 2000 Bonds under the
Securities Act of 1933, as amended, or the qualification of the Bond Resolution under the
Trust Indenture Act of 1939, as amended;
13
(g) Any material restriction not presently in force on trading in securities
generally, or any banking moratorium shall occur, which, in the judgment of the
Managing Underwriter, substantially impairs the marketability of the Series 2000 Bonds;
(h) The outbreak or escalation of war or hostilities involving the United States
or any national or international calamity or crisis, financial or otherwise, including a
general suspension of trading on any national securities exchange, which shall occur, if
the effect of any such event, in the judgment of the Managing Underwriter, materially and
adversely affects the public offering or the delivery of the Series 2000 Bonds;
(i) There shall occur any adverse change in the operations, properties or
financial condition of the City from that described in the Official Statement, which, in the
reasonable judgment of the Underwriters, is material and makes it inadvisable to proceed
with the sale ofthe Series 2000 Bonds; or
(j) Any event or condition shall exist or occur which, in the judgment of the
Underwriters, renders untrue or incorrect, in any material respect as of the time to which
the same purports to relate, the information contained in the Official Statement or which
requires that information not reflected therein be included therein in order to make the
statements and information contained therein not misleading in any material respect as of
such time.
(k) Any national securities exchange, or any governmental authority shall
impose, as to the Series 2000 Bonds, any material restrictions not now in force, with
respect to the extension of credit by, or the charge to the net capital requirements of, the
Underwriters.
SECTION 5.2. Pavment of EXDenses. The following costs and expenses relating to
the transactions contemplated or described in this Bond Purchase Agreement shall be borne and
paid by the City regardless of whether the transactions herein contemplated shall close: printing
of Series 2000 Bonds; printing or copying of Closing Papers (including the Preliminary Official
Statement and the Official Statement) in such reasonable quantities as the Underwriters may
request; fees and disbursements of Bond Counsel; fees and disbursements of the City's Financial
Advisor, the Certified Public Accountant, the Consulting Engineer, the Rate Consultant, the
Bond Registrar and Paying Agent, and the premium for the Insurance Policy; fees and
disbursements of the Insurer; and fees of the rating agencies. The Underwriters shall pay (i) the
fees and disbursements of Underwriters' Counsel; (ii) all advertising expenses in connection with
the public offering of the Series 2000 Bonds; and (iii) all other expenses incurred by them in
connection with their public offering and distribution of the Series 2000 Bonds.
Except as otherwise provided above, the City and the Underwriters shall each bear the
costs and expenses incident to the performance of their respective obligations under this Bond
Purchase Agreement.
14
ARTICLE VI
MISCELLANEOUS
SECTION 6.1. Parties In Interest Survival of Reoresentations. This Bond Purchase
Agreement is made solely for the benefit of the City and the Underwriters, and no other person,
partnership, association or corporation, including but not limited to owners of the Series 2000
Bonds or beneficial interests therein, shall acquire or have any rights hereunder or by virtue
hereof. All representations and agreements in this Bond Purchase Agreement shall remain
operative and in full force and effect regardless of any investigation made by or on behalf of any
Party and shall survive the delivery of and payment for the Series 2000 Bonds.
SECTION 6.2. Notices. All notices, demands, certificates or other communications
(other than the Closing Papers) under this Bond Purchase Agreement shall be sufficiently given
and shall be deemed given when hand delivered or when mailed by certified or registered mail,
postage prepaid, or by prepaid telegram, or by electronic communications with the original
forwarded by certified or registered mail, postage prepaid, with proper address as indicated
below:
To the City: City of Miami Beach
1700 Convention Center Drive
Miami Beach, Florida 33139
Attention: Finance Director
cc: City Attorney
To the Underwriters: J.P. Morgan Securities Inc.
5201 Blue Lagoon Drive, 9th Floor
Miami, Florida 33126
Attention: Percy R. Aguila, Jr.
SECTION 6.3. Amendment. No modification, alteration or amendment to this Bond
Purchase Agreement shall be binding upon any Party until such modification, alteration or
amendment is reduced to writing and executed by all Parties.
SECTION 6.4. Governing Law. The laws of the State of Florida shall govern this
Bond Purchase Agreement.
SECTION 6.5. Captions. The captions or headings in this Bond Purchase Agreement
are for convenience only and in no way define, limit or describe the scope or intent of any of the
provisions of this Bond Purchase Agreement.
SECTION 6.6. Counterparts. This Bond Purchase Agreement may be signed in any
nwnber of counterparts with the same effect as if the signatures thereto and hereto were upon the
same instrument.
15
SECTION 6.7. Severability. If any provisions of this Bond Purchase Agreement shall
be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any
particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases because it
conflicts with any other provision or provisions hereof or any constitution or statute or rule of
public policy, or for any other reason, such circumstance shall not have the effect of rendering
the provision in question inoperative or unenforceable in any other case or circumstance, or of
rendering any other provision or provisions herein contained invalid, inoperative, or
unenforceable to any extent whatever. The invalidity of anyone or more phrases, sentences,
clauses or sections in this Bond Purchase Agreement contained, shall not affect the remaining
portions of this Bond Purchase Agreement, or any part thereof.
SECTION 6.8 Rights of Managing Underwriter. The Managing Underwriter, on
behalf of the Underwriters, being duly authorized so to do, shall have the power to enter into this
Bond Purchase Agreement, to consent to any amendments hereto, to agree to the interpretation of
the provisions hereof and to waive any preconditions to Closing hereunder.
SECTION 6.9. Effective Time of this Bond Purchase Agreement. This Bond
Purchase Agreement shall be effective and binding upon its execution and delivery.
IN WITNESS WHEREOF, the parties hereto have executed this Bond Purchase
Agreement as of the day and year set forth beneath each signature.
The City:
CITY OF MIAMI BEACH, FLORIDA
By:
Neisen Kasdin, Mayor
Attest:
Robert Parcher
City Clerk,
16
The Underwriters:
J.P. MORGAN SECURITIES INC. on behalf
of itself and the Underwriters
By:
Percy R. Aguila, Jr.
17
EXHIBIT A
MATURITIES, AMOUNTS, INTEREST RATES AND PRICE OF YIELDS
$
Maturity
(Seotember 1) Amount
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
$
Series 2000 Current Interest Serial Bonds
Interest Rate
Yield
_% Term Bonds Due September 1, 20_,
Price _%, Yield %
A-I
Price
REDEMPTION PROVISIONS
Optional Redemption
The Series 2000 Bonds maturing prior to September I, 20_ are not redeemable prior to
their stated dates of maturity. The Series 2000 Bonds maturing on September I, 20_ or
thereafter may be redeemed prior to their stated dates of maturity at the option of the City as a
whole or in part at any time on or after September I, 20_, in such manner as the City shall
determine and if in part in any order of maturity selected by the City and by lot or by such other
manner as the Bond Registrar shall deem appropriate within a maturity if less than a full maturity
is to be redeemed, at the following redemption prices (expressed as a percentage of principal
amount), plus accrued interest to the redemption date:
RedemDtion (Dates Inclusive)
Redemption
Price
September 1,20_ through August 31, 20_
September 1,20_ through August 31, 20_
September 1,20_ and thereafter
102%
101%
100%
Mandatory Sinking Fund RedemDtion
The Series 2000 Bonds maturing on September I, 20_ are subject to mandatory sinking
fund redemption prior to maturity in part by lot or by such manner as the Bond Registrar shall
deem appropriate, on September I, 20_ and on each September 1 thereafter to and including
September l, 20_, at a redemption price equal to the principal amount thereof and accrued
interest thereon to the date fixed for redemption, without premium, from Amortization
Requirements as follows:
Maturity
(Seotember l)
Principal
Amount
20
20
20
20_
20
20_*
* Final Maturity
A-2
EXHIBIT B
[Closing Date]
J.P. Morgan Securities Inc.
Miami, Florida
Paine Webber Incorporated
Miami, Florida
Raymond James & Associates, Inc.
St. Petersburg, Florida
Re: $[PRlNCIPAL AMOUNT] City of Miami Beach, Florida Water and Sewer
Revenue Bonds, Series 2000
Ladies and Gentlemen:
We have acted as Bond Counsel in connection with the issuance of the above-captioned
bonds (the "Series 2000 Bonds") and related transactions. This opinion is furnished pursuant to
the Bond Purchase Agreement dated _, 2000 (the "Bond Purchase Agreement")
among City of Miami Beach, Florida (the "City") and J. P. Morgan Securities Inc., on its own
behalf and on behalf of PaineWebber Incorporated and Raymond James & Associates, Inc.
(collectively, the "Underwriters"). All capitalized terms not otherwise defined herein shall have
the meanings ascribed thereto in the Bond Purchase Agreement.
We have examined such documents and instruments as deemed necessary to render the
requested opinion. It is our opinion that:
1. The Basic Documents and the Official Statement have been duly authorized,
executed and delivered on behalf of the City. The Basic Documents constitute legal, valid and
enforceable agreements of the City in accordance with their terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors'
right generally and by the availability of equitable remedies.
2. The City has duly approved the distribution by the Underwriters of the
Preliminary Official Statement. The City has duly executed and delivered the Official Statement
in accordance with the terms of the Bond Purchase Agreement, and the City has authorized the
distribution of the Official Statement and the use thereof by the Underwriters in connection with
the public offering of the Series 2000 Bonds in accordance with the terms of the Bond Purchase
Agreement.
3. The Series 2000 Bonds and the Bond Resolution conform in form and tenor with
the terms and provisions thereof set out in the Official Statement.
B-1
J. P. Morgan Securities Inc.
Paine Webber Incorporated
Raymond James & Associates, Inc.
_,2000
Page 2
4. The information (other than any financial and statistical data contained in the
Official Statement as to which no opinion is expressed) set forth in the Official Statement under
the headings "SUMMARY STATEMENT", "INTRODUCTION", "PURPOSE OF THE
SERIES 2000 BONDS", "THE SERIES 2000 BONDS" (other than the information under the
subheading "Book-Entry Only System", as to which no opinion is expressed), "SECURITY FOR
THE SERIES 2000 BONDS", "TAX MATTERS", "ORIGINAL ISSUE DISCOUNT",
"CONTINUING DISCLOSURE" and "APPENDIX E -- THE BOND RESOLUTION",
"APPENDIX F - FORM OF CONTINUING DISCLOSURE COMMITMENT" and
"APPENDIX H - FORM OF APPROVING OPINION OF BOND COUNSEL" insofar as such
statements constitute descriptions or summaries, as applicable, of the Bond Resolution, the
Continuing Disclosure Commitment, the Series 2000 Bonds and the Constitution and laws of the
State of Florida or the United States of America, constitute fair descriptions and summaries, as
applicable, of such documents and said Constitution and laws.
5. The Series 2000 Bonds are not subject to the registration requirements of the
Securities Act of 1933, as amended, and the Bond Resolution is exempt from qualification under
the Trust Indenture Act of 1939, as amended.
This opinion is supplemental to our approving opinion dated as of even date herewith
with respect to the Series 2000 Bonds.
Respectfully submitted,
SQUIRE, SANDERS & DEMPSEY L.L.P.
B-2
EXHIBIT C
[Closing Date]
City of Miami Beach, Florida
Miami Beach, Florida
J. P. Morgan Securities Inc.
Miami, Florida
Paine Webber Incorporated
Miami, Florida
Raymond James & Associates, Inc.
St. Petersburg, Florida
Ambac Assurance Corporation
New York, New York
Re: $[PRINCIPAL AMOUNT] City of Miami Beach, Florida Water and Sewer
Revenue Bonds, Series 2000
Ladies and Gentlemen:
I am the City Attorney for the City of Miami Beach, Florida and have served in such
capacity in connection with the issuance of the above-captioned bonds (the "Bonds") and related
transactions. This opinion is furnished pursuant to the Bond Purchase Agreement dated
_,2000 (the "Bond Purchase Agreement") among City of Miami Beach, Florida (the "City') ,
J. P. Morgan Securities Inc., on its own behalf and on behalf of PaineWebber Incorporated and
Raymond James & Associates, Inc. (collectively, the "Underwriters"). All capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Bond Purchase
Agreement.
I have reviewed such documents and instruments as I deemed necessary to render the
requested opinion. Based upon examination of such documents and matters of law as I have
determined relevant for the purposes of rendering this opinion, and subject to the reservations set
forth herein, I am ofthe opinion that:
I. The City is a municipal corporation in the State of Florida, duly organized and
validly existing under the constitution and laws of the State of Florida.
2. The City is authorized by the laws of the State of Florida to execute and deliver
the Bonds, the Basic Documents and the Official Statement and to perform its obligations
thereunder or as described therein.
C-I
City of Miami Beach, Florida
J. P. Morgan Securities Inc.
Paine Webber Incorporated
Raymond James & Associates, Inc.
Ambac Assurance Corporation
,2000
Page 2
3. The Bond Resolution has been duly adopted and the execution and delivery by the
City of the Bonds, the Basic Documents and the Official Statement, and the performance of its
obligations thereunder or as described therein, for and in the name of the City, have been duly
authorized by the City.
4. The City has duly authorized the distribution of the Preliminary Official
Statement by the Underwriters, has duly approved and executed the Official Statement and has
duly authorized the distribution thereof by the Underwriters in connection with the public
offering of the Bonds.
5. The Bonds and the Basic Documents have been duly authorized, executed and
delivered by the City and constitute valid and legally binding obligations of the City enforceable
against the City in accordance with their respective terms.
6. To the best of my knowledge, no authorization, approval, consent, license or other
action of any court or public or governmental or regulatory authority having jurisdiction over the
City that has not been obtained is or will be required for the issuance and sale of the Bonds or the
valid and lawful authorization, execution and delivery of, or consummation by the City of the
other transactions contemplated by, the Basic Documents and the Official Statement; however,
no opinion is given regarding compliance with the registration requirements of state and federal
securities laws.
7. The adoption by the city of the Bond Resolution and the execution and delivery
by the City of the Bonds, the Basic Documents and the Official Statement and compliance on the
City's part with the provisions contained or described therein, will not conflict with, violate or
constitute a breach of or a default under (a) any existing law, court or administrative regulation,
order or decree, or (b) any commitment, mortgage, lease, indenture, agreement, contract or
instrument to which the City is a party or by which it or any of its properties is bound.
8. There is no action, suit, proceeding, inquiry or investigation, at law or in equity,
before or by any court, governmental agency, public board or body pending or, to the best of my
knowledge, threatened against the City affecting, contesting, questioning or seeking to restrain or
enjoin any of the following: (i) the powers or the valid existence of the City or the titles of its
officers to their respective offices, or (ii) any of the proceedings had or actions taken leading up
to the sale, issuance and delivery of the Series 2000 Bonds or the execution, delivery or
performance of the Bond Purchase Agreement; or (iii) the delivery, validity or enforceability of
the Bonds or the Basic Documents or contesting the power of the City to execute and deliver
such documents (to the extent applicable) or to consummate the transactions contemplated
therein or in the Official Statement, or (iv) contesting in any way the completeness or accuracy of
the Official Statement, or (v) wherein an unfavorable decision, ruling or finding would materially
C-2
City of Miami Beach, Florida
J. P. Morgan Securities Inc.
Paine Webber Incorporated
Raymond James & Associates, Inc.
Ambac Assurance Corporation
,2000
Page 3
and adversely affect the validity or enforceability of the Bonds, the Bond Resolution or the Basic
Documents; or (vi) which would have a material adverse effect upon the financial condition or
the operations of the Water and Sewer Utility or the City.
9. Without having undertaken to determine independently the accuracy or
completeness of the information in the Official Statement, the statements and information
relating to the City, the Basic Documents and the Bonds, including the application of the
proceeds thereof, set forth in the Official Statement (except for the financial statements and other
financial and statistical data included therein, the information contained in the sections entitled
"THE SERIES 2000 BONDS - Book-Entry Only System", "UNDERWRITING" and
"MUNICIPAL BOND INSURANCE" or the price of and yield on the Series 2000 Bonds
appearing on the cover page, as to which no opinion is expressed) did not on the date of the
Official Statement, and do not on the date hereof, contain any untrue statement of material fact or
omit to state any material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
All opinions as to the enforceability of the legal obligations of the City set forth herein
are subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar
laws in each case relating to or affecting the enforcement of creditors' rights generally, and
subject to the enforceability thereof, to the exercise of judicial discretion, in accordance with the
general principles of equity.
Very truly yours,
Murray Dubbin, Esquire
Miami Beach City Attorney
C-3
EXHIBIT D
[Closing Date]
J. P. Morgan Securities Inc.
Miami, Florida
PaineWebber Incorporated
Miami, Florida
Raymond James & Associates, Inc.
St. Petersburg, Florida
Re: $[PRlNCIPAL AMOUNT] City of Miami Beach, Florida Water and Sewer
Revenue Bonds, Series 2000
Ladies and Gentlemen:
We have acted as co-counsel to the Underwriters in connection with the purchase by J. P.
Morgan Securities Inc., on its own behalf and on behalf of PaineWebber Incorporated and
Raymond James & Associates, Inc. (the "Underwriters") of the above-captioned bonds (the
"Series 2000 Bonds") pursuant to the Bond Purchase Agreement dated , 2000 (the
"Bond Purchase Agreement") between the Underwriters and the City of Miami Beach, Florida.
In that capacity, we hereby deliver the following opinions. Capitalized terms not defined herein
shall have the meanings ascribed to them in the Bond Purchase Agreement.
We are of the opinion that the Series 2000 Bonds constitute exempt securities within the
meaning of Section 3 (a) (2) of the Securities Act of 1933, as amended (the "1933 Act"), and it is
not necessary in connection with the sale of the Series 2000 Bonds to the public to register the
Series 2000 Bonds under the 1933 Act, or to qualifY the Bond Resolution under the Trust
Indenture Act of 1939, as amended.
In our capacity as co-counsel to the Underwriters, we participated in the preparation of
the Official Statement dated -' 1999 (the "Official Statement") relating to the Series
2000 Bonds. Although we do not express an opinion, and do not assume responsibility for, the
accuracy, completeness or fairness of the statements contained in the Official Statement, based
upon the information made available to us as co-counsel for the Underwriters in the course of our
participation in the preparation of the Official Statement, and without having undertaken to
determine independently the accuracy, completeness or fairness of the statements contained in
the Official Statement, nothing has come to our attention that would cause us to believe that the
Official Statement (except for the information under the caption "THE SERIES 2000 BONDS -
Book-Entry Only System" and the statistical and financial data included in the Official
Statement, as to which no opinion is expressed), as of its date, or as of the date hereof, contained
or contains any untrue statement of material fact or omitted or omits to state a material fact
D-I
J. P. Morgan Securities Inc.
Paine Webber Incorporated
Raymond James & Associates, Inc.
,2000
Page 2
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.
This opinion may be relied upon solely by you.
Respectfully submitted,
GREENBERG TRAURIG, P.A.
DENNIS SCHOLL, PA
D-2
EXHIBIT E
UNDERWRITERS' TRUTH-IN-BONDING AND
DISCLOSURE STATEMENT
,2000
City of Miami Beach, Florida
Miami Beach, Florida
Re: $[PRINCIPAL AMOUNT] City of Miami Beach, Florida Water and Sewer
Revenue Bonds, Series 2000
The City of Miami Beach, Florida (the "City") is proposing to issue its $ [PRINCIP AL
AMOUNT] Water and Sewer Revenue Bonds, Series 2000 ("Bonds") for the purposes described
in the Official Statement. The Bonds are expected to be repaid over a period of approximately
_ years. At a forecasted true interest rate of %, total interest paid over the life of the
Bonds will be $
The source of repayment for the Bonds is the Net Revenues from the City's operation of
its Water and Sewer Utility System. Authorizing the Bonds will result in approximately
$ of the City's Net Revenues not being available to finance the other services of the City
each year for approximately _ years.
In addition, pursuant to the provisions of Sections 218.385(4), Florida Statutes, the
following disclosure is made:
(a) The nature and estimated amounts of expenses to be incurred by J. P. Morgan
Securities Inc., PaineWebber Incorporated and Raymond James & Associates, Inc. (collectively,
the "Underwriters") in connection with the purchase and re-offering of the Bonds are set forth in
Exhibit A attached hereto.
(b) No person has entered into an understanding with the Underwriters, or to the
knowledge of the Underwriters with the City, for any paid or promised compensation or valuable
consideration, directly or indirectly, expressly or implied, to act solely as an intermediary
between the City and the Underwriters for the purpose of influencing any transaction in the
purchase of the Bonds.
(c) The underwriting spread (i.e., the difference between the price at which the Bonds
will be initially offered to the public by the Underwriters and the price to be paid to the City for
E-l
City of Miami Beach, Florida
---J 2000
Page 2
the Bonds, exclusive of accrued interest in both cases) will be $
principal amount of the Bonds.
or _% of the
(d)
fee of
Bonds).
The underwriting spread set forth in paragraph (c) above, includes a management
($-"$1,000 of Bonds) and a takedown/concession of$ ($-"$1,000 of
(e) No other fee, bonus or other compensation is estimated to be paid by the
Underwriters in connection with the issuance of the Bonds to any person not regularly employed
or retained by the Underwriters (including any "fmder" as defined in Section 218.386 (I) (a),
Florida Statutes), except as specifically enumerated as expenses to be incurred by the
Underwriters as set forth in Exhibit A.
(t) The name and address of each of the Underwriters is:
J. P. Morgan Securities Inc.
5201 Blue Lagoon Drive, 91h Floor
Miami, Florida 33126
Paine Webber Incorporated
One International Plaza
Suite 1600
Miami, FL 33131
Raymond James & Associates, Inc.
The Raymond James Financial Center
880 Carillon Pkwy.
P.O. Box 12749 (33733-2749)
St. Petersburg, FL 33716
We understand that you do not require any further disclosure from the Underwriters
pursuant to Section 218.385(4), Florida Statutes.
Very truly yours,
1. P. MORGAN SECURITIES INC., as
Representative of the Underwriters
BY:
Percy R. Aguila, Jr.
E-2
Schedule A
$[PRINCIPAL AMOUNT]City of Miami Beach, Florida
Water and Sewer Revenue Bonds, Series 2000
Underwriter's Counsel
Underwriter's Counsel Expenses
PSA
Da1comp
CUSIP
DTC
Clearinghouse Funds
Day Loan
Travel and out-of-pocket Expenses
Total Underwriters Expenses
MlAMIlGILES-KLEINB/l 066729/mv3d06! .D0C/7120/00
Underwriters' Expenses
$ Per Bond
Schedule A-I
$ Amount
SS&D DRAFT #3
7/19/00
CONTINUING DISCLOSURE COMMITMENT
TillS CONTINUING DISCLOSURE COMMITMENT dated as of , 2000,
is made by the CITY OF MIAMI BEACH, FLORIDA, a political subdivision duly orgattized and
existing under the Constitution and laws of the State of Florida (the "City"), for the benefit of the
holders and beneficial owners from time to time of the City's $ Water and Sewer
Revenue Bonds, Series 2000 dated as of , 2000 (the "Bonds"), under the
circumstances summarized in the following recitals (with each capitalized term used but not defined
in this Commitment having the meaning assigned to it in Resolution No. 95-21585 adopted by the
City on May 17, 1995 (the "Original Resolution"), as supplemented by Resolution No. 2000-
adopted by the City on , 2000 (the "Series 2000 Resolution" and
together with the Original Resolution, the "Bond Resolution")), authorizing issuance of the Bonds:
A. The City has determined to issue the Bonds pursuant to the Bond Resolution and the
Underwriters described in the Series 2000 Resolution (collectively, the "Original Purchaser'') have
agreed to purchase the Bonds.
B. The City understands that the Original Purchaser will sell and deliver Bonds to other
holders and beneficial owners and that the Bonds will be transferred from time to time from holders
and beneficial owners to other holders and beneficial owners who may rely upon the continuing
disclosure agreement made by the City in the Series 2000 Resolution and this Commitment.
C. As a condition to the purchase of the Bonds from the City and the sale of Bonds to
holders and beneficial owners, the Original Purchaser is required to reasonably determine that the
City has made an agreement for the benefit of holders and beneficial owners of the Bonds in
accordance with paragraph (b )(5)(i) of Rule 15c2-12 (the "Rule'') promulgated by the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Exchange Act of 1934.
D. The City made an agreement in the Series 2000 Resolution, certain terms of which
were to be further described and specified in a Continuing Disclosure Commitment, to provide or
cause to be provided such financial information and operating data, financial statements and notices,
in such manner, as may be required for purposes of paragraph (b)(5)(i) of the Rule.
NOW, THEREFORE, in consideration of the purchase of the Bonds from the City by the
Original Purchaser and the contemplated sale of the Bonds to, and transfer of Bonds between,
holders and beneficial owners from time to time, the City hereby sets forth, pursuant to Section II
of the Series 2000 Resolution, certain terms of its continuing disclosure agreement made for
purposes of the Rule and formed, collectively, by said Section 11 and this Commitment (the
"Agreement"), for the benefit of the holders and beneficial owners from time to time of the Bonds,
as follows:
MiIllli;23074-00032;~':3008v3
SECTION 1. Provision of Arumal Information: Audited Financial Statements: and Notices
of Events. The City shall provide or cause to be provided:
(a) to each nationally recognized municipal securities information repository
designated from time to time by the SEC ("NRMSIR") and to any state information
depository with which filings are required to be made by the City in accordance with the
Rule ("SID"), (i) annual financial information and operating data of the type described in
Section 2 ("Annual Information") for each Fiscal Year ending on or after September 30,
2000, not later than the 240th day following the end of each Fiscal Year, and (ii) when and if
available, audited financial statements of the City with respect to the Water and Sewer
Utility for each such Fiscal Year which may be a part of the City's consolidated audited
financial report (the "Financial Statements"); and
(b) to each NRMSIR or to the Municipal Securities Rulemaking Board
established by the SEC ("MSRB"), and to the SID, in a timely manner, notice of (i) any
Specified Event described in Section 2 if that Event is material, (ii) the City's failure to
provide the Annual Information on or prior to the date specified above, and (iii) any change
in the accounting principles applied in the preparation of the Financial Statements, any
change in its Fiscal Year, and of the Agreement's termination.
The City expects that the Financial Statements will be prepared, any such statements will be
available together with the Annual Information, and the accounting principles to be applied in the
preparation of the Financial Statements will be generally accepted accounting principles as
recommended from time to time by the Governmental Accounting Standards Board.
SECTION 2. Annual Information and Soecified Events.
(a) Annual Information to be provided by the City shall consist of financial
information and operating data for the prior Fiscal Year concerning the Water and Sewer
Utility and contained in the Official Statement with respect to the Bonds under the captions
"THE WATER AND SEWER UTILITY - Existing Arrangements with the County", "THE
WATER AND SEWER UTILITY - Rates, Fees and Charges" and "TABLE OF
HISTORICAL AND FORECASTED NET REVENUES, DEBT SERVICE AND DEBT
SERVICE COVERAGE"; provided, however, that the City's obligation to provide such
Annual Information may be satisfied by providing a copy of the City's comprehensive
annual financial report to the extent that the Annual Information is contained therein.
(b) Specified Events shall include the occurrence of the following events, within
the meaning of the Rule, with respect to the Bonds: principal and interest payment
delinquencies; non-payment related defaults; unscheduled draws on the Reserve Account
established under the Bond Resolution reflecting financial difficulties; unscheduled draws
on credit enhancements reflecting financial difficulties; substitution of credit or liquidity
providers, or their failure to perform; adverse tax opinions or events affecting the tax-
exempt status of the Bonds; modifications to rights of beneficial owners; Bond calls;
defeasances; release, substitution, or sale of property securing repayment of the Bonds; and
rating changes.
2
Miami;23074-00032;t:klc1aacD111:300Bv3
SECTION 3. Amendments. The City reserves the right to amend the Agreement, and
noncompliance with any provision of the Agreement may be waived, as may be necessary or
appropriate to achieve its compliance with any applicable federal securities law or rule, to cure any
ambiguity, inconsistency or formal defect or omission, and to address any change in circmnstances
arising from a change in legal requirements, change in law, or change in the identity, nature, or
status of the City, or type of business conducted by the City. Any such amendment or waiver shall
not be effective unless the Agreement (as amended or taking into account such waiver) would have
complied with the requirements of the Rule at the time of the primary offering of the Bonds, after
taking into account any applicable amendments to or official interpretations of the Rule, as well as
any change in circmnstances, and until the City shall have received either (a) a written opinion of
bond or other qualified independent special counsel selected by the City that the amendment or
waiver would not materially impair the interests of holders or beneficial owners, or (b) the written
consent to the amendment or waiver of the holders of at least a majority of the principal amount of
the Bonds then outstanding. Annual Information containing any revised operating data or financial
information shall explain, in narrative form, the reasons for any such amendment or waiver and the
impact of the change on the type of operating data or financial information being provided.
SECTION 4. Remedv for Breach. The Agreement shall be solely for the benefit of the
holders and beneficial owners from time to time of the Bonds. The exclusive remedy for any breach
of the Agreement by the City shall be limited, to the extent permitted by law, to a right of holders
and beneficial owners to institute and maintain, or to cause to be instituted and maintained, such
proceedings in Miami-Dade County, Florida as may be authorized at law or in equity to obtain the
specific performance by the City of its obligations under the Agreement. Any holder or beneficial
owner may exercise individually any such right to require the City to specifically perform its
obligation to provide or cause to be provided a pertinent filing if such a filing is due and has not
been made. Holders and beneficial owners shall not be entitled to institute or maintain any such
proceedings individually that assert a breach of the Agreement that is based on the alleged
inadequacy of any pertinent filing that has been made. Notwithstanding any other provisions of the
Bond Resolution or the Agreement, any failure by the City to comply with any provisions of the
Agreement shall not constitute an Event of Default under the Bond Resolution.
SECTION 5. Sources ofPavrnents: Extent of Covenants: No Personal Liability. The City
shall be required to use only Revenues to pay any costs and expenses to be incurred in the
performance of this Agreement by it, and the performance of its obligations hereunder shall be
subject to the availability of Revenues for that purpose; provided, that any such costs and expenses
shall constitute Current Expenses under the Bond Resolution. This Agreement does not and shall
not constitute a general obligation of the City. All covenants, stipulations, obligations and
agreements of the City contained in this Agreement are and shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the full extent authorized by law. No
covenant, stipulation, obligation or agreement of the City contained in this Agreement shall be
deemed to be a covenant, stipulation, obligation or agreement of any present or future officer, agent
or employee ofthe City in other than that person's official capacity.
SECTION 6. Termination. The obligations of the City under the Agreement shall remain in
effect only for such period that the Bonds are outstanding in accordance with their terms and the
3
loliuDl;23074-00032,DoxameaIN,300h3
City remains an obligated person with respect to the Bonds within the meaning of the Rule. The
obligation of the City to provide the Annual Information and notices of the events described above
shall terminate, if and when the City no longer remains such an obligated person.
IN WITNESS WHEREOF, the City has caused this Commitment to be duly signed and
delivered to the Original Purchaser, as part of the Bond proceedings and in connection with the
original delivery of the Bonds to the Original Purchaser, on its behalf by its Finance Director, all as
of the date set forth above, and the holders and beneficial owners from time to time of the Bonds,
shall be deemed to have accepted the Agreement, as contained in Section 11 of the Series 2000
Resolution and further described and specified herein, in accordance with the Rule.
CITY OF MIAMI BEACH, FLORIDA
By:
Finance Director
4
Mi..,.;;23074-00032;I:Iot1mH:Dt#'3001v3
CITY OF MIAMI BEACH
1700 CONVENTION CENTER DRIVE. MIAMI BEACH FL 33139-1824
http:\\ci.mlami-beach.fl.us
CITY OF MIAMI BEACH
FINANCE DEPARTMENT
Telephone (305) 673-7466
Facsimile (305) 673-7795
COMMISSION MEMORANDUM NO. &, '2.1.=..C)-O
TO:
Mayor Neisen O. Kasdin and
Members ofthe City Commission
DATE: July 26,2000
FROM:
SUBJECT: A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE
CITY OF MIAMI BEACH, FLORIDA AUTHORIZING THE ISSUANCE OF
NOT MORE THAN $55,000,000 IN PRINCIPAL AMOUNT OF CITY OF
MIAMI BEACH, FLORIDA WATER AND SEWER REVENUE BONDS,
SERIES 2000, FOR THE PRINCIPAL PURPOSE OF PAYING THE COST
OF CERTAIN IMPROVEMENTS TO THE WATER AND SEWER UTILITY,
PURSUANT TO SECTION 209 OF RESOLUTION NO. 95-21585 ADOPTED
BY THE CITY ON MAY 17, 1995; PROVIDING THAT SAID SERIES 2000
BONDS AND INTEREST THEREON SHALL BE PAYABLE SOLELY AS
PROVIDED IN SAID RESOLUTION NO. 95-21585; PROVIDING CERTAIN
DETAILS OF THE SERIES 2000 BONDS; DELEGATING OTHER DETAILS
AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE
SERIES 2000 BONDS TO THE MAYOR, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREIN; AUTHORIZING THE NEGOTIATED
SALE AND AWARD BY THE MAYOR OF THE SERIES 2000 BONDS TO
THE UNDERWRITERS, WITHIN THE LIMITATIONS AND
RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND
AUTHORIZING THE MAYOR TO EXECUTE AND DELIVER A BOND
PURCHASE AGREEMENT; AUTHORIZING AND DIRECTING THE BOND
REGISTRAR TO AUTHENTICATE AND DELIVER THE SERIES 2000
BONDS; APPROVING THE FORM OF AND DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND OFFICIAL STATEMENT
AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE
OFFICIAL STATEMENT; PROVIDING FOR THE APPLICATION OF THE
PROCEEDS OF THE SERIES 2000 BONDS AND CREATING A
CONSTRUCTION ACCOUNT AND SUBACCOUNTS THEREIN AND A
REBATE FUND; AUTHORIZING A BOOK-ENTRY REGISTRATION
SYSTEM WITH RESPECT TO THE SERIES 2000 BONDS; COVENANTING
TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2000 BONDS IN ACCORDANCE WITH SECURITIES AND
Agenda Item ~I ::J
Date
{-'2f;:, -(::) u
Date
EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE
FINANCE DIRECTOR TO EXECUTE AND DELIVER A COMMITMENT
WITH RESPECT THERETO; APPOINTING A BOND REGISTRAR FOR
THE SERIES 2000 BONDS; PROVIDING FOR A CREDIT FACILITY FOR
THE SERIES 2000 BONDS; PERMITTING THE DEPOSIT OF A RESERVE
ACCOUNT INSURANCE POLICY TO THE CREDIT OF THE RESERVE
ACCOUNT AND APPROVING THE FORM OF AND AUTHORIZING THE
MAYOR TO EXECUTE AND DELIVER AN [INSURANCE AGREEMENT]
WITH THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE
PROVIDER OF SUCH CREDIT FACILITY AND/OR RESERVE ACCOUNT
INSURANCE POLICY; AUTHORIZING OFFICERS AND EMPLOYEES OF
THE CITY TO TAKE ALL NECESSARY ACTIONS IN CONNECTION
WITH THE SALE AND DELIVERY OF THE SERIES 2000 BONDS AND
OTHER RELATED MATTERS; AND PROVIDING FOR AN EFFECTIVE
DATE.
ADMINISTRATIVE RECOMMEND A TION
Adopt the Resolution.
ANALYSIS
This resolution authorizes the City of Miami Beach to issue Water and Sewer Revenue Bonds for
not more than $55 million in order to pay for improvements to the water and sewer utility system.
In 1993, the City implemented a program to upgrade and rehabilitate its water and sewer utility
system. In 1995, following various system evaluations and master plans, the city issued water and
sewer revenue bonds for $59,060,000 to fund the first phase of the program. This work is now
substantially complete and funding is required to construct the next phase of the program. Following
the approval of the G.O bonds and subsequent identification of neighborhood improvements and
other enhancements, the water and sewer program was revisited and additional improvements were
identified to be coordinated with the G.O. bond projects. The total remaining cost ofthe water and
sewer program is now estimated to be $65 million. It is contemplated that this bond issue of$53
million will be sufficient to accomplish the work to be done over the next 6 years. It is anticipated
that additional funding required to complete the program might be available from the Water and
Sewer Enterprise Fund retained earnings or from a future bond issue.
The projects to be funded from the bond proceeds include replacement of water lines in Normandy
Shores, Venetian Islands, Palm and Hibiscus Islands, Sunset Islands, North Shore, South Pointe,
Flamingo, Nautilus and North bay Road and Washington Avenue as part of neighborhood
enhancements and streetscape projects; and replacement of 2 water storage tanks in the south end
of the City. Improvements to the sewer system include completion of the rehabilitation of pipes to
reduce infiltration and inflow; replacement and upgrade of gravity sewer lines; rehabilitation of the
force main system; and construction of a sewer booster station on the south end ofthe City.
The bonds will be outstanding for a 20-year period and will be issued at market interest rates. The
bonds will be paid for from water and sewer user fees. Based on the Rates and Feasibility Study
prepared to support the bond issue, a rate ordinance adopting the rates recommended in the study
is scheduled to be considered by the City Commission in conjunction with this resolution.
CONCLUSION
The City Commission should adopt the ordinance so that the improvements to the water and sewer
system may continue in coordination with the G.O. Bond neighborhood enhancements.
Iwatersewerlbondresomemo