R-1082-04 (2) RESOLUTION NO. 1082-04
A RESOLUTION OF THE VILLAGE COUNCIL OF MIAMI
SHORES VILLAGE, FLORIDA AUTHORIZING THE
ISSUANCE OF NOT EXCEEDING $5,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF VILLAGE OF
MIAMI SHORES, FLORIDA GENERAL OBLIGATION
BONDS, SERIES 2004, TO FINANCE THE COST OF THE
DESIGN, DEVELOPMENT AND CONSTRUCTION OF A
MIAMI SHORES VILLAGE CHARTER SCHOOL;
PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH
BONDS; PROVIDING FOR THE PAYMENT OF PRINCIPAL
AND INTEREST ON SUCH BONDS FROM AD VALOREM
TAXATION WITHOUT LIMIT ON ALL TAXABLE
PROPERTY IN THE VILLAGE; PROVIDING FOR THE
TERMS AND DETAILS OF THE BONDS, INCLUDING
AUTHORIZING A NEGOTIATED SALE OF SAID BONDS
AND THE EXECUTION AND DELIVERY OF A PURCHASE
AGREEMENT RELATING THERETO; APPOINTING A
PAYING AGENT AND REGISTRAR FOR SAID BONDS;
APPROVING THE DISTRIBUTION OF A PRELIMINARY
OFFICIAL STATEMENT AND AUTHORIZING THE
EXECUTION AND DELIVERY OF AN OFFICIAL
STATEMENT WITH RESPECT THERETO; AUTHORIZING
THE ISSUANCE OF A FINANCIAL GUARANTY
INSURANCE POLICY BY AMBAC ASSURANCE
CORPORATION FOR SUCH BONDS; AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE CERTIFICATE; AUTHORIZING THE VILLAGE
MANAGER TO TAKE CERTAIN ACTIONS AND TO
EXECUTE AND DELIVER CERTAIN DOCUMENTS;
DESIGNATING SAID BONDS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS PURSUANT TO SECTION 265(B)(3) OF THE
INTERNAL REVENUE CODE; AND PROVIDING AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF MIAMI SHORES
VILLAGE,FLORIDA:
ARTICLE I
GENERAL
Section 1.01 DEFINITIONS. The following terms shall have the following meanings
herein, unless the text otherwise expressly requires. Words importing singular number shall
include the plural number in each case and vice versa, and words importing persons shall include
firms and corporations.
"Act" shall mean Chapter 166, Part II, Florida Statutes, Article VII, Section 12, Florida
Constitution,the Charter of the Issuer and other applicable provisions of law.
"Ad Valorem Tax Revenues" shall mean the proceeds received by the levy by the
Issuer of an ad valorem tax on all taxable property within Miami Shores Village, Florida
pursuant to Section 3.01 hereof for the purpose of paying the principal of and interest on the
Bonds. Ad Valorem Tax Revenues shall include interest on delinquent taxes, penalties and
proceeds from the sale of tax certificates resulting from the aforesaid levy.
"Amortization Installment", with respect to any Term Bonds, shall mean an amount
designated for mandatory redemption of any Term Bonds.
"Authorized Investments" shall mean any of the following, if and to the extent that the
same are at the time legal for investment of the Issuer's funds:
(1) Cash and cash equivalents (insured at all times by the Federal Deposit Insurance
Corporation);
(2) Direct obligations of the United States of America (including obligations issued or
held in book entry form on the books of the Department of the Treasury);
(3) Senior debt obligations of other government sponsored agencies approved by the
Insurer;
(4) 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
-Rural Economic Community Development Administration
-U.S. Maritime Administration
-Small Business Administration
-U.S. Department of Housing &Urban Development(PHAs)
-Federal Housing Administration
-Federal Financing Bank
(5) 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 issued by Fannie Mae or 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 government sponsored agencies approved by the
Insurer
(6) U.S. dollar denominated deposit accounts, federal funds and bankers' acceptances
with domestic commercial banks which have a rating on their short term certificates
of deposit on the date of purchase of"P-1" by Moody's and "A-1" or"A-1+"by S&P
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and maturing not more than 360 calendar days after the date of purchase. (Ratings on
holding companies are not considered as the rating of the bank);
(7) Commercial paper which is rated at the time of purchase in the single highest
classification, "P-1" by Moody's and "A-1+" by S&P and which matures not more
than 270 calendar days after the date of purchase;
(8) Investments in a money market fund rated "AAAm" or "AAAm-G" or better by
S&P;
(9) 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;
(A) which are rated, based on an irrevocable escrow account or fund (the
"escrow"), in the highest rating category of Moody's or S&P 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 (2) above, which escrow may be applied only to the
payment of such principal of and interest and redemption premium, if any,
on such bonds or other obligations on the maturity date or dates thereof or
the 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;
(10) Municipal obligations rated "Aaa/AAA" or general obligations of States with a
rating of"A2/A"or higher by both Moody's and S&P;
(11) Investment agreements approved in writing by the Insurer (supported by
appropriate opinions of counsel); and
(12) Other forms of investments (including repurchase agreements) approved in
writing by the Insurer.
"Bond Counsel" shall mean Greenberg Traurig, P.A., or any other attorney at law or
firm of attorneys, of nationally recognized standing in matters pertaining to the federal tax
exemption of interest on obligations issued by states and political subdivisions, and duly
admitted to practice law before the highest court of any state of the United States of America.
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"Bondholders," "Holder" or "registered owners" or any similar term, shall mean any
person who shall be the registered owner of any Bond or Bonds as provided in the registration
books of the Issuer.
"Bonds" shall mean the Miami Shores Village, Florida General Obligation Bonds, Series
2004, issued pursuant to the provisions of this Resolution.
"Chief Financial Officer" shall mean the Chief Financial Officer of the Issuer or other
such person as may be authorized to act on his or her behalf.
"Code" shall mean the Internal Revenue Code of 1986, as amended, and the regulations
and rules thereunder in effect or proposed.
"Cost" when used in connection with the Project, shall mean (1) the Issuer's cost of
physical construction; (2) costs of acquisition by or for the Issuer of portions of the Project; (3)
costs of land and interests therein and the cost of the Issuer incidental to such acquisition; (4) the
cost of any indemnity and surety bonds and premiums for insurance during construction; (5) all
interest due to be paid on the Bonds and other obligations relating to the Project during, and if
deemed advisable by the Issuer for up to one year after the end of, the construction period of the
Project; (6) engineering, legal, architectural, administrative, and other consultant fees and
expenses, including those associated with managing the construction of the Project; (7) costs and
expenses of the financing incurred by the Issuer for the Project, including audits, fees and
expenses of any Paying Agent, Registrar or depository; (8) payments, when due (whether at the
maturity of principal or the due date of interest or upon redemption) on any indebtedness of the
Issuer (other than the Bonds) incurred for any portion of the Project; (10) costs of any premium
for a policy of municipal bond insurance insuring the Bonds; and (11) any other costs properly
attributable to such construction or acquisition, as determined by generally accepted accounting
principles, and shall include reimbursement to the Issuer for any such items of Cost heretofore
paid by the Issuer. Any Supplemental Resolution may provide for additional items to be
included in the aforesaid Costs.
"Debt Service Fund" shall mean the Debt Service Fund established pursuant to Section
4.01(A)hereof.
"Event of Default" shall mean any Event of Default specified in Section 5.01 of this
Resolution.
"Federal Securities" shall mean direct obligations of the United States of America
(including obligations issued or held in book-entry form on the books of the Department of the
Treasury) or obligations the principal of and interest on which are unconditionally guaranteed by
the United States of America, none of which permit redemption prior to maturity at the option of
the obligor. Federal Securities shall include any certificates or other evidences of an ownership
interest in the aforementioned obligations or in specified portions thereof(which may consist of
specified portions of the interest thereon).
"Financial Guaranty Insurance Policy" shall mean the financial guaranty insurance
policy issued by the Insurer guaranteeing the payment, when due, of the principal of and interest
on the Bonds.
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"Fiscal Year" shall mean the twelve-month period ending on September 30 of each year,
or as otherwise provided by law.
"Insurer" shall mean Ambac Assurance Corporation, or any successor thereto.
"Interest Account" shall meant the separate account in the Debt Service Fund created
pursuant to Subsection 4.01(A)hereof.
"Issuer" shall mean Miami Shores Village, Florida, a municipal corporation of the State
of Florida.
"Mayor" shall mean the Mayor of the Issuer, or such other person as may be duly
authorized to act on his or her behalf.
"Moody's" or "Moody's Investors Service" shall mean Moody's Investors Service,
and any assigns or successors thereto.
"Outstanding", when used with reference to Bonds and as of any particular date, shall
describe all Bonds theretofore and thereupon being authenticated and delivered except, (1) any
Bond in lieu of which another Bond or other Bonds have been issued under agreement to replace
lost, stolen, mutilated or destroyed Bonds under Section 2.06 hereof, (2) any Bond surrendered
by the Holder thereof in exchange for another Bond or other Bonds under Sections 2.05 and 2.07
hereof, (3) Bonds deemed to have been paid pursuant to Section 8.01 hereof, and (4) Bonds
cancelled after purchase in the open market or because of payment at or prior to maturity.
"Paying Agent" shall mean such entity or person as the Issuer shall appoint pursuant to
this Resolution to act as Paying Agent hereunder and all successors and assigns thereto. The
Paying Agent shall initially be Wachovia Bank,National Association, Miami, Florida.
"Person" shall mean an individual, a corporation, a partnership, an association, a joint
stock company, a trust, any unincorporated organization or governmental entity.
"Pledged Funds" shall mean (1) the Ad Valorem Tax Revenues, and (2) until applied in
accordance with the provisions of this Resolution, all moneys, including investments thereof, in
the funds and accounts established hereunder, other than the Rebate Fund.
"Prerefunded Obligations" shall mean 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 (1) which are (A) not callable prior to maturity or (B) as to which irrevocable
instructions have been given to the fiduciary for such bonds or other obligations by the obligor to
give due notice of redemption and to call such bond for redemption on the date or dates specified
in such instructions, (2) which are fully secured as to principal, redemption premium if any, and
interest by a fund consisting only of cash or Federal Securities, secured in the manner set forth in
Section 8.01 hereof, which fund may be applied only to the payment of such principal of,
redemption premium, if any, and interest 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 the case may be, (3) as to which the principal of and interest on the Federal
Securities, which have been deposited in such fund along with any cash on deposit in such fund,
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are sufficient, as verified by an independent certified public accountant, to pay principal of,
redemption premium, if any, and interest on the bonds or other obligations on the maturity date
or dates thereof or on the redemption date or dates specified in the irrevocable instructions
referred to in clause (1) above and (4) which are rated in the highest rated category of Standard
&Poor's and Moody's.
"Principal Account" shall mean the separate account in the Debt Service Fund created
pursuant to Subsection 4.01(A)hereof.
"Project" shall mean the design, development, and construction of a Miami Shores
Village Charter Middle/High School as set forth in Exhibit C attached hereto with such changes,
additions, deletions and modifications as shall be approved by the Village Council and shall be
consistent with the Act.
"Project Fund" shall mean the Miami Shores Village General Obligation Bonds, Series
2004 Project Fund established pursuant to Section 3.02 hereof.
"Rebate Fund" shall mean the Rebate Fund established pursuant to Section 4.01(C)
hereof.
"Redemption Price" shall mean, with respect to any Bond or portion thereof, the
principal amount or portion thereof, plus the applicable premium, if any, payable upon
redemption thereof pursuant to such Bond or this Resolution.
"Refunding Securities" shall mean Federal Securities or Prerefunded Obligations.
"Registrar" shall mean such entity or person as the Issuer shall appoint pursuant to this
Resolution to act as Registrar hereunder and all successors and assigns thereto. The Registrar
shall initially be Wachovia Bank,National Association, Miami, Florida.
"Resolution" shall mean this resolution and all Supplemental Resolutions which may be
hereafter duly adopted by the Issuer.
"Serial Bonds" shall mean the Bonds which shall be stated to mature in annual
installments.
"Standard & Poor's" shall mean Standard & Poor's Ratings Group, a division of the
McGraw-Hill Corporation, and any assigns and successors thereto.
"State" shall mean the State of Florida.
"Supplemental Resolution" shall mean any resolution of the Issuer amending or
supplementing this Resolution enacted and becoming effective in accordance with the terms of
Sections 6.01, 6.02 or 6.03 hereof.
"Term Bonds" shall mean the Bonds all of which shall be stated to mature on one date
and which shall be subject to mandatory redemption through the payment of Amortization
Installments.
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"Underwriter" shall mean RBC Dain Rausher Inc.
"Village" shall mean Miami Shores Village, Florida.
"Village Clerk" shall mean the Village Clerk or such other person as may be duly
authorized to act on his or her behalf.
"Village Council" shall mean the Village Council of Miami Shores Village, Florida.
"Village Manager" shall mean the Village Manager or such other person as may be duly
authorized to act on his or her behalf.
Section 1.02 AUTHORITY FOR RESOLUTION. This Resolution is adopted
pursuant to the Act.
Section 1.03 RESOLUTION TO CONSTITUTE CONTRACT. In consideration of
the purchase and acceptance of any or all of the Bonds by those who shall hold the same from
time to time, this Resolution shall be deemed to be and shall constitute a contract between the
Issuer and the Holders from time to time of the Bonds. The pledge made in this Resolution and
the provisions, covenants and agreements herein set forth to be performed by or on behalf of the
Issuer shall be for the equal benefit, protection and security of the Holders of any and all of said
Bonds. All of the Bonds shall be of equal rank without preference, priority or distinction of any
of the Bonds over any other thereof except as expressly provided in or pursuant to this
Resolution.
Section 1.04 FINDINGS. It is hereby ascertained, determined and declared:
(A) On February 4, 2003, the Issuer adopted a resolution ordering and
providing for the holding of a referendum election for the purpose of authorizing the issuance of
not exceeding $5,000,000 general obligation bonds to finance the cost of the construction of a
charter school facility in the vicinity of Northwest 5t'Avenue and 112`h Terrace in Miami Shores
Village, Florida.
(B) On April 8, 2003, a referendum was held and the issuance of such bonds
was approved by a majority vote of the electors of the Issuer in a principal amount not to exceed
$5,000,000.
(C) The Project will be financed in part by proceeds of the Bonds issued
pursuant to this Resolution.
(D) It is deemed necessary and desirable to pledge an ad valorem tax without
limitation as to rate or amount on all taxable property within Miami Shores Village, Florida to
the payment of the principal of,redemption premium, if any, and interest on the Bonds.
(E) The estimated Pledged Funds will be sufficient to pay the principal of and
interest on the Bonds, as the same become due, and all other payments provided for in this
Resolution.
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(F) The principal of and interest on the Bonds to be issued pursuant to this
Resolution, and all other payments provided for in this Resolution will be paid solely from the
Pledged Funds. The issuance of the Bonds payable from the Pledged Funds for purposes of
funding the Costs of the Project is deemed necessary. The Bonds shall constitute a direct
obligation of the Issuer and a pledge of its full faith, credit and taxing power.
(G) Due to the potential volatility of the market for tax-exempt obligations
such as the Bonds, it is in the best interest of the Issuer to sell the Bonds by a negotiated sale,
allowing the Issuer to enter the market at the most advantageous time, rather than at a specified
advertised date,thereby permitting the Issuer to obtain the best possible price and interest rate for
the Bonds.
(H) Inasmuch as the Village Council desires to sell the Bonds at the most
advantageous time and not wait for a scheduled Village Council meeting, so long as the herein
described parameters are met, the Issuer hereby determines to delegate the award and sale of the
Bonds to the Village Manager within such parameters.
(1) RBC Dain Rauscher Inc. (the "Underwriter") has offered to purchase the
entire aggregate principal amount of the Bonds from the Issuer and have submitted a Purchase
Agreement, the form of which is attached hereto as Exhibit A (the "Purchase Agreement")
expressing the terms and conditions of such offer, and the Issuer does hereby find and determine
that it is in the best financial interest of the Issuer that the terms expressed in the Purchase
Agreement be accepted by the Issuer, subject, however, to the conditions for award set forth in
Section 8.02 hereof.
(J) It is not reasonably anticipated that more than $10,000,000 of tax-exempt
obligations under Section 265(b)(3) of the Code will be issued by the Issuer in calendar year
2004.
Section 1.05 AUTHORIZATION OF THE PROJECT. The design, development
and construction of the Project is hereby authorized by the Issuer.
ARTICLE II
AUTHORIZATION,TERMS,EXECUTION AND
REGISTRATION OF BONDS
Section 2.01 AUTHORIZATION OF BONDS. This Resolution hereby creates an
issue of Bonds of the Issuer in the aggregate principal amount of$5,000,000 to be designated as
"Miami Shores Village, Florida General Obligation Bonds, Series 2004." The Bonds are issued
for the purpose of funding the Project and paying the costs of issuing such Bonds.
The Bonds shall be issued in the aggregate principal amount of$5,000,000, shall be dated
as of August 1, 2004, shall be numbered consecutively from one upward in order of maturity
preceded by the letter "R," shall bear interest from August 1, 2004, payable semi-annually, on
February 1 and August 1 of each year, commencing on February 1, 2005, at such rates and
maturing in such amounts on August 1 of such years as determined by the Village Manager. The
Bonds shall be issuable in denominations of$5,000 or any integral multiple thereof. The Bonds
shall be payable as to interest by check or draft of the Paying Agent mailed to the registered
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owners of the Bonds as evidenced on the registration books maintained by the Registrar as of the
close of business on the fifteenth day (whether or not a business day) of the calendar month next
preceding an interest payment date; provided, that, at the request and expense of any registered
owner of Bonds, interest on any Bond may be payable by bank wire transfer to such Holder. The
Bonds shall be payable as to principal at the designated corporate trust office of the Paying
Agent upon presentation and surrender of such Bonds on the maturity date thereof, or if such
maturity date is a Saturday, Sunday, holiday, or any other day upon which the Paying Agent is
required to be closed, on the next succeeding business day. Principal of and interest on the
Bonds shall be payable in any coin or currency of the United States of America which, on the
date of maturity of the Bonds, are legal tender for the payment of public and private debts.
Section 2.02 APPLICATION OF BOND PROCEEDS. The proceeds derived from
the sale, if any, of the Bonds shall, simultaneously with the delivery of the Bonds to the
purchasers thereof, be applied by the Issuer as follows:
(A) Accrued interest and an amount of moneys sufficient to capitalize interest through
February 1, 2005 shall be deposited in the Debt Service Fund and shall be used only for the
purpose of paying the interest which shall become due on the Bonds.
(B) A sufficient amount of the Bond proceeds shall be applied to the payment of the
premium of the Financial Guaranty Insurance Policy applicable to the Bonds and to the payment
of costs and expenses relating to the issuance of the Bonds. Such amount or any portion thereof
may, at the option of the Issuer, be deposited in and disbursed from the Project Fund.
(C) The balance of the Bond proceeds shall be deposited in the Project Fund to pay
for the Costs of the Project.
Section 2.03 EXECUTION OF BONDS. The Bonds shall be executed in the name of
the Issuer with the manual or facsimile signature of the Mayor, and the official seal of the Issuer
shall be imprinted thereon, attested and countersigned with the manual or facsimile signature of
the Village Clerk. In case any one or more of the officers who shall have signed or sealed any of
the Bonds shall cease to be such officer of the Issuer before the Bonds so signed and sealed have
been actually sold and delivered, such Bonds may nevertheless be sold and delivered as herein
provided and may be issued as if the person who signed or sealed such Bonds had not ceased to
hold such office. Any Bond may be signed and sealed on behalf of the Issuer by such person
who at the actual time of the execution of such Bond shall hold the proper office of the Issuer,
although at the date of such Bond such person may not have held such office or may not have
been so authorized.
Section 2.04 AUTHENTICATION. No Bond shall be secured hereunder or entitled to
the benefit hereof or shall be valid or obligatory for any purpose unless there shall be manually
endorsed on such Bond a certificate of authentication by the Registrar or such other entity as may
be approved by the Issuer for such purpose. Such certificate on any Bond shall be conclusive
evidence that such Bond has been duly authenticated and delivered under this Resolution. The
form of such certificate shall be substantially in the form provided in Section 2.09 hereof.
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Section 2.05 TEMPORARY BONDS. Until the definitive Bonds are prepared, the
Issuer may execute, in the same manner as is provided in Section 2.03, and deliver, upon
authentication by the Registrar pursuant to Section 2.04 hereof, in lieu of definitive Bonds, but
subject to the same provisions, limitations and conditions as the definitive Bonds, except as to
the denominations thereof, one or more temporary Bonds substantially of the tenor of the
definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in denominations
authorized by the Issuer by subsequent resolution, and with such omissions, insertions and
variations as may be appropriate to temporary Bonds. The Issuer, at its own expense, shall
prepare and execute definitive Bonds, which shall be authenticated by the Registrar. Upon the
surrender of such temporary Bonds for exchange, the Registrar, without charge to the Holder
thereof, shall deliver in exchange therefor definitive Bonds, of the same aggregate principal
amount and Series and maturity as the temporary Bonds surrendered. Until so exchanged, the
temporary Bonds shall in all respects be entitled to the same benefits and security as definitive
Bonds issued pursuant to this Resolution. All temporary Bonds surrendered in exchange for
another temporary Bond or Bonds or for a definitive Bond or Bonds shall be forthwith cancelled
by the Registrar.
Section 2.06 BONDS MUTILATED, DESTROYED, STOLEN OR LOST. In case
any Bond shall become mutilated, or be destroyed, stolen or lost,the Issuer may, in its discretion,
issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in
exchange and substitution for such mutilated Bond upon surrender and cancellation of such
mutilated Bond or in lieu of and substitution for the Bond destroyed, stolen or lost, and upon the
Holder furnishing the Issuer and the Registrar proof of his ownership thereof and satisfactory
indemnity and complying with such other reasonable regulations and conditions as the Issuer or
the Registrar may prescribe and paying such expenses as the Issuer or the Registrar may incur.
All Bonds so surrendered or otherwise substituted shall be cancelled by the Registrar. If the
Bonds shall have matured or be about to mature, instead of issuing a substitute Bond, the Issuer
may pay the same or cause the Bond to be paid, upon being indemnified as aforesaid, and if such
Bonds be lost, stolen or destroyed,without surrender thereof.
Any such duplicate Bonds issued pursuant to this Section 2.06 shall constitute original,
additional contractual obligations on the part of the Issuer whether or not the lost, stolen or
destroyed Bond be at any time found by anyone, and such duplicate Bond shall be entitled to
equal and proportionate benefits and rights to the same extent as all other Bonds issued
hereunder.
Section 2.07 INTERCHANGEABILITY, NEGOTIABILITY AND TRANSFER.
Bonds, upon surrender thereof at the office of the Registrar with a written instrument of transfer
satisfactory to the Registrar, duly executed by the Holder thereof or his attorney duly authorized
in writing, may, at the option of the registered owner thereof, be exchanged for an equal
aggregate principal amount of registered Bonds of authorized denominations.
The Bonds issued under this Resolution shall be and have all the qualities and incidents
of negotiable instruments under the law merchant and the Uniform Commercial Code of the
State of Florida, subject to the provisions for registration of transfer contained in this Resolution
and in the Bonds. So long as any of the Bonds shall remain outstanding, the Issuer shall
maintain and keep, at the office of the Registrar, books for the registration of transfer of the
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Bonds, and, upon presentation thereof for such purpose at said office, the Issuer shall register or
cause to be registered therein, and permit to be transferred thereon, under such reasonable
regulations as it may prescribe, any Bonds entitled to registration of transfer. The Issuer and the
Registrar may deem and treat the person in whose name any Outstanding Bond shall be
registered upon the books of the Issuer as the absolute owner of such Bond, whether such Bond
shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal
and interest on such Bond and for all other purposes, and all such payments so made to any such
Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums so paid and neither the Issuer nor the Registrar or the
Paying Agent shall be affected by any notice to the contrary.
The transfer of any Bond shall be registered only upon the books of the Issuer, at the
office of the Registrar, by the Holder thereof in person or by his attorney duly authorized in
writing upon surrender thereof together with a written instrument of transfer satisfactory to the
Registrar duly executed by the Holder or his duly authorized attorney. Upon the registration of
transfer of any such Bond, the Issuer shall issue, and the Registrar shall authenticate, in the name
of the transferee, a new Bond or Bonds of the same aggregate principal amount and maturity as
the surrendered Bond. Execution of Bonds by the Mayor and Village Clerk for purposes of
exchanging, replacing or transferring Bonds may occur at the time of the original delivery of the
series of which such Bonds are a part. All Bonds surrendered in any such exchanges or transfers
shall be held by the Registrar in safekeeping until directed by the Issuer to be destroyed or
returned by the Registrar. For every such exchange or registration of transfer of Bonds, the
Issuer or the Registrar may make a charge sufficient to reimburse it for any tax, fee, expense or
other governmental charge required to be paid with respect to such exchange or registration of
transfer. Neither the Issuer nor the Registrar shall be required to register any transfer or
exchange of Bonds during the 15 days preceding an interest payment date on the Bonds.
Section 2.08 PROVISIONS FOR REDEMPTION. The Bonds may be redeemed
prior to their respective maturities from any moneys legally available therefor, upon notice as
provided in this Section 2.08, upon the terms and provisions as determined by the Village
Manager and set forth in the Purchase Agreement subject to the conditions contained in Section
8.02 hereof.
Notice of such redemption shall be given by the Registrar on behalf of the Issuer, and (a)
shall be filed with the Paying Agent of the Bonds and (b) shall be mailed first class, postage
prepaid not more than forty-five (45) days nor less than thirty (30) days prior to the redemption
date to all Holders of Bonds to be redeemed at their addresses as they appear on the registration
books hereinafter provided for. Failure to mail notice to the Holders of the Bonds to be
redeemed or any defect therein, shall not affect the proceedings of redemption of Bonds as to
which no such failure or defect has occurred.
Each notice of redemption shall state: (1) the CUSIP numbers of all Bonds being
redeemed; (2) the original issue date of such Bonds; (3) the maturity date and rate of interest
borne by each Bond being redeemed; (4) the redemption date; (5) the Redemption Price; (6) the
date on which such notice is mailed; (7) if less than all Outstanding Bonds are to be redeemed,
the certificate number (and, in the case of a partial redemption of any bond, the principal
amount) of each Bond to be redeemed; (8) that on such redemption date there shall become due
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0
and payable upon each Bond to be redeemed the Redemption Price thereof, or the Redemption
price of the specified portions of the principal thereof in the case of the Bonds to be redeemed in
part only, together with interest accrued thereon to the redemption date, and that from and after
such date interest thereon shall cease to accrue and be payable; (9) that the Bonds to be
redeemed, whether as a whole or in part, principal offices of the Paying agent at an address
specified; and (10) the name and telephone number of a person designated by the Paying Agent
to be responsible for such redemption.
The Bonds shall be redeemed only in the principal amounts of$5,000 each and integral
multiples thereof. The Issuer shall, at least sixty (60) days prior to the redemption date (unless a
shorter time period shall be satisfactory to the Registrar) notify the Registrar of such redemption
date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of
less than all of the Outstanding Bonds of a single maturity, the particular Bonds or portions of
Bonds to be redeemed shall be selected not more than forty-five (45) days prior to the
redemption date by the Registrar, from the Outstanding Bonds of the maturity or maturities
designated by the Issuer by such method as the Registrar shall deem fair and appropriate and
which may provide for the selection for redemption of Bonds or portions of Bonds in principal
amounts of$5,000 and integral multiples thereof. The Registrar shall promptly notify the Issuer
and Paying Agent (if the Registrar is not the Paying Agent for such Bonds) in writing of the
Bonds or portions of Bond selected for redemption and, in the case of any Bond selected for
partial redemption,the principal amount thereof to be redeemed.
If less than all of the Outstanding Bonds of a single maturity are to be redeemed, the
Registrar shall promptly notify the Issuer and Paying Agent (if the Registrar is not the Paying
Agent for such Bonds) in writing of the Bonds or portions of Bonds to be selected for
redemption and, in the case of any Bond selected for partial redemption, the principal amount
thereof to be redeemed,
Prior to any redemption date, the Issuer shall deposit with the Registrar an amount of
money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to
be redeemed on that date.
Notice of redemption having been given substantially as aforesaid, the Bonds or portions
of Bonds so to be redeemed shall, on the redemption date, become due and payable at the
Redemption Price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the Redemption Price) such Bonds or portions of Bonds shall cease to bear
interest. Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Registrar or Paying Agent at the Redemption Price, plus accrued
interest, if any. All Bonds which have been redeemed shall be cancelled and destroyed by the
Registrar who shall furnish a certificate of such destruction to the Issuer.
Within sixty (60) days of the date of redemption, the Registrar shall give a second notice
of redemption by mailing another copy of the redemption notice to the registered owners of
Bonds called for redemption but which have not been presented for payment within thirty (30)
days after the date set for redemption.
12
In addition to the mailing of the initial notice described above, each notice of redemption
and payment of the Redemption Price shall meet the following requirement; provided, however,
the failure to provide such further notice of redemption or to comply with the terms of this
paragraph shall not in any manner defeat the effectiveness of a call for redemption if initial
notice thereof is given as prescribed above. Each further notice of redemption given hereunder
shall contain the information required above for an official notice of redemption plus (i) the
CUSIP numbers of all Bonds being redeemed; (ii) the date of issue of the Bonds as originally
issued; (iii) the rate of interest borne by each Bond being redeemed; (iv) the maturity date of
each Bond being redeemed; and (v) any other descriptive information needed to identify
accurately the Bonds being redeemed. Each further notice of redemption shall be sent at least 30
days before the redemption date by registered or certified mail, or overnight delivery service, to
all of the following registered securities depositories then in the business of holding substantial
amounts of bonds of the type comprising the Bonds (such depositories now being The
Depository Trust Company of New York, New York; Midwest Securities Trust Company of
Chicago, Illinois; and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania)
and to one or more national information services that disseminate notices of redemption of bonds
such as the Bonds (such as Financial Information Inc.'s Financial Daily Called Bond Service,
Interactive Data Corporation's Bond Service, Kenny Information Service's Called Bond Service,
Moody's Investors Service's Municipal and Government and Standard & Poor's Called Bond
Record).
Any Bond which is to be redeemed only in part shall be surrendered at any place of
payment specified in the notice of redemption (with due endorsement by, or written instrument
of transfer in form satisfactory to the Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing) and the Issuer shall execute and cause to be authenticated, if
necessary and delivered to the Holder of such Bond without service charge, a new Bond or
Bonds of any authorized denomination as requested by such Holder in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bonds so
surrendered.
Section 2.09 FORM OF BONDS. The text of the Bonds shall be in substantially the
following form with such omissions, insertions and variations as may be necessary or desirable
and approved by the Village Manager prior to the issuance thereof (which necessity or
desirability and approval shall be presumed by the execution of the Bonds by the Mayor and the
Village Clerk and the Issuer's delivery of the Bonds to the purchasers thereof):
13
No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
MIAMI SHORES VILLAGE,FLORIDA
GENERAL OBLIGATION BOND,
SERIES 2004
Interest Date of
Rate Maturity Date Original Issue CUSIP
> >
Registered Holder:
Principal Amount:
KNOW ALL MEN BY THESE PRESENTS, that Miami Shores Village, Florida (the
"Issuer"), a municipal corporation of the State of Florida, hereby acknowledges itself to be
indebted, and for value received, hereby promises to pay to the Registered Holder identified
above, or registered assigns, as hereinafter provided, on the Maturity Date specified above, the
Principal Amount identified above, and to pay interest on such Principal Amount from the Date
of Original Issue identified above or the most recent interest payment date to which interest has
been paid at the Interest Rate per annum identified above on February 1 and August 1 of each
year commencing February 1, 2005 until such Principal Amount shall be paid, except as the
provisions hereinafter set forth with respect to redemption prior to maturity may be or become
applicable hereto.
The Principal Amount and interest and redemption premium, if any, on this bond will be
payable upon presentation at the designated corporate trust office of Wachovia Bank, National
Association, Miami, Florida, as Paying Agent. Interest on this bond shall be payable by the
Paying Agent by check or draft to the Registered Holder in whose name such bond shall be
registered on the registration books of the Issuer maintained by Wachovia Bank, National
Association, Miami, Florida, as Registrar, at the close of business on the date which shall be the
fifteenth day of the calendar month (whether or not a business day) next preceding the month in
which the interest payment is due. In lieu of payment by check or draft, at the request and
expense of the Registered Holder,payment may be made by bank wire transfer for the account of
the Registered Holder. This Bond shall be payable, with respect to interest and principal, in any
coin or currency of the United States of America which at the time of payment is legal tender for
the payment of public and private debts.
This Bond is one of an authorized issue of bonds in the aggregate principal amount of
$5,000,000 (the 'Bonds") of like date, tenor and effect, except as to registered holders, maturity
date, interest rate, denomination and number, issued for the purpose of financing the design,
development and construction of educational facilities and improvements within Miami Shores
Village, Florida, under the authority of and in full compliance with the Constitution and laws of
the State of Florida, including, particularly, Article VII, Section 12 of the Florida Constitution,
14
Chapter 166, Part I, Florida Statutes, and other applicable provisions of law (the "Act"), and a
resolution duly adopted by the Village Council of Miami Shores Village, Florida on July 20,
2004 (the "Resolution"), and is subject to all the terms and conditions of the Resolution.
This Bond and the interest hereon are payable solely from and secured by a lien upon and
a pledge of(1)the Ad Valorem Tax Revenues (as defined in the Resolution) and (2)until applied
in accordance with the provisions of the Resolution, all moneys, including investments thereof,
in certain of the funds and accounts established by the Resolution, all in the manner and to the
extent described in the Resolution(collectively,the "Pledged Funds").
In accordance with the terms of the Resolution, the full faith, credit and taxing power of
the Issuer are pledged for the full and prompt payment of the principal of and interest on the
Bonds. An ad valorem tax shall be levied, without limitation as to rate or amount, upon all
taxable property of the Issuer sufficient, together with other available moneys, to make such
payments. Provision shall be included and made in the annual budget and tax levy for the levy
of such taxes, which tax shall be levied and collected at the same time, and in the same manner,
as other ad valorem taxes of the Issuer are assessed, levied and collected.
Neither the members of the Village Council of Miami Shores Village, Florida nor any
person executing this bond shall be liable personally hereon or be subject to any personal
liability or accountability by reason of the issuance hereof.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THE BOND
SET FORTH ON THE REVERSE SIDE HEREOF AND SUCH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE
FRONT SIDE HEREOF.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Registrar.
IN WITNESS WHEREOF,Miami Shores Village, Florida has issued this Bond and has
caused the same to be executed by the manual or facsimile signature of the Mayor and by the
manual or facsimile signature of the Village Clerk and its official seal or a facsimile thereof to be
affixed or reproduced hereon, all as of the Date of Original Issue.
MIAMI SHORES VILLAGE,FLORIDA
(SEAL)
Mayor
ATTEST:
a,�
Village Clerk
15
(Provisions on Reverse Side of Bond)
This Bond is transferable in accordance with the terms of the Resolution only upon the
books of the Issuer kept for that purpose at the designated office of the Registrar by the
Registered Holder hereof in person or by his attorney duly authorized in writing, upon the
surrender of this bond together with a written instrument of transfer satisfactory to the Registrar
duly executed by the Registered Holder or his attorney duly authorized in writing, and thereupon
a new bond or bonds in the same aggregate principal amount shall be issued to the transferee in
exchange therefor, and upon the payment of the charges, if any, therein prescribed. The Bonds
are issuable in the form of fully registered bonds in the denomination of$5,000 and any integral
multiple thereof, not exceeding the aggregate principal amount of the Bonds. The Issuer, the
Registrar and Paying Agent may treat the Registered Holder of this bond as the absolute owner
hereof for all purposes, whether or not this bond shall be overdue, and shall not be affected by
any notice to the contrary. The Issuer shall not be obligated to make any exchange or transfer of
the Bonds during the fifteen (15) days next preceding an interest payment date or, in the case of
any proposed redemption of the Bonds, during the fifteen (15) days next preceding the date the
first mailing of notice of such redemption.
(INSERT REDEMPTION PROVISIONS)
Redemption of this Bond under the preceding paragraphs shall be made as provided in
the Resolution upon notice given by first class mail, postage prepaid sent not more than forty-
five (45) days and not less than thirty (30) days prior to the redemption date to the registered
owner hereof at the address shown on the registration books maintained by the Registrar. Failure
to mail notice to the registered owner of Bonds to be redeemed, or any defect therein, shall not
affect the validity of the proceedings for redemption of Bonds as to which no such failure or
defect has occurred. In the event that less than the full principal amount hereof shall surrender
this Bond in exchange for one or more Bonds in aggregate principal amount equal to the
unredeemed portion of principal,as provided in the Resolution.
Reference to the Resolution and any and all resolutions supplemental thereto and
modifications and amendments thereof and to the Act is made for a description of the pledge and
covenants securing this Bond, the nature, manner and extent of enforcement of such pledge and
covenants and the rights, duties, immunities and obligations of the Issuer.
It is hereby certified and recited that all acts, conditions and things required to exist, to
happen and to be performed precedent to and in the issuance of this bond, exist, have happened
and have been performed, in regular and due form and time as required by the laws and
Constitution of the State of Florida applicable thereto, and that the issuance of the Bonds does
not violate any constitutional or statutory limitations or provisions.
16
ASSIGNMENT
FOR VALUE RECEIVED,the undersigned sells, assigns and transfers unto
Insert Social Security or Other Identifying Number of Assignee
(Name and Address of Assignee)
the within bond and does hereby irrevocably constitute and appoint to
transfer the said bond on the books kept for registration thereof with full power of substitution in
the premises.
Dated:
Signature guaranteed:
NOTICE: Signature(s) must be guaranteed
by an institution which is a participant in the
Securities Transfer Agent Medallion
Program (STAMP) or similar program.
NOTICE: The signature to this assignment
must correspond with the name of the
Registered Holder as it appears upon the
face of the within Bond in every particular,
without alteration or enlargement or any
change whatever and the Social Security or
other identifying number of such assignee
must be supplied.
17
The following abbreviations, when used in the inscription on the face of the within
Bond, shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM — as tenants in common
TEN ENT — as tenants by the entireties
JT TEN — as joint tenants with right of
survivorship and not as tenants
in common
UNIF TRANS MIN ACT—
(Cust.)
Custodian for
under Uniform Transfer to Minors Act of
(State)
Additional abbreviations may also be used though not in list above.
CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds of the Issue described in the within-mentioned Resolution.
DATE OF AUTHENTICATION:
By:
Authorized Officer
18
ARTICLE III
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
Section 3.01 PLEDGE OF AD VALOREM TAX REVENUES. In accordance with
the terms of the Resolution, the full faith, credit and taxing power of the Issuer shall be and are
hereby pledged for the full and prompt payment of the principal of and interest on the Bonds. A
direct annual tax shall be levied, without limitation as to rate or amount, upon all taxable
property within the Issuer sufficient, together with other available moneys, to make such
payments. Provision shall be included and made in the annual budget and tax levy for the levy
of the taxes hereinbefore provided. Whenever the Issuer shall, in any year, have irrevocably
deposited in the Debt Service Fund for the Bonds any moneys derived from sources other than
the aforementioned property tax, said property tax may be correspondingly diminished; but any
such diminution must leave available an amount of such taxes, after allowance for anticipated
delinquencies in collection, fully sufficient, with such moneys so deposited from other sources,
to assure the prompt payment of the principal of and interest on the Bonds, falling due prior to
the time that the proceeds of the next annual property tax levy will be available. Such Ad
Valorem Tax Revenues shall be levied and collected at the same time, and in the same manner,
as other ad valorem taxes of the Issuer are assessed, levied and collected. The Issuer hereby
irrevocably pledges the Ad Valorem Tax Revenues to the payment of the Bonds. The Bonds
shall be further secured by a Financial Guaranty Insurance Policy.
Section 3.02 PROJECT FUND. The Issuer covenants and agrees to establish a
separate fund in a bank or trust company in the State of Florida, which is eligible under the laws
of such State to receive funds of the Issuer, to be known as the "Miami Shores Village, Florida
General Obligation Bonds, Series 2004 Project Fund," which shall be used only for payment of
the Costs of the Project. Moneys in the Project Fund, until applied in payment of any item of the
Cost of the Project in the manner hereinafter provided, shall be held in trust by the Issuer for the
purposes for which it was established and shall be subject to a lien and charge in favor of the
Holders of the Bonds and for the further security of such Holders.
The Chief Financial Officer is hereby authorized to make disbursements from the Project
Fund to pay the Costs of the Project. The Chief Financial Officer shall authorize such
disbursement only upon receipt of a requisition executed by the Village Manager stating (A) the
requisition number, (B) the name and address of the Person to whom the payment is to be made,
(C) the amount to be paid, (D) the purpose on account of which the payment is to be made,
showing the total amount to be paid, any amount previously paid, and the unpaid balance, (E)
that the amount to be paid was properly incurred and is a proper charge against the Project Fund,
and(F)that the amount requisitioned is due and unpaid.
Notwithstanding any of the other provisions of this Section 3.02, to the extent that other
moneys are not available therefor, amounts in the Project Fund may be applied to the payment of
principal and interest on Bonds when due.
The date of completion of the Project shall be determined by the Village Manager who
shall certify such fact in writing to the Village Council. Promptly after such date of completion
of the Project, and after paying or making provisions for the payment of all unpaid items of the
Cost of the Project, the Issuer shall deposit any balance of moneys remaining in the Project Fund
19
into the Debt Service Fund and such moneys may be used to either (i) purchase Bonds or, (ii)
provided the Issuer has first received an opinion of Bond Counsel to the effect that such transfer
shall not cause interest on the Bonds to be included in gross income for purposes of federal
income taxation, for such other purpose as shall be determined by the Village Council.
20
ARTICLE IV
COVENANTS OF THE ISSUER
Section 4.01 COVENANTS OF THE ISSUER. For as long as any of the principal of
and interest on any of the Bonds shall be Outstanding and unpaid or until provision has been
made for such payment under Section 8.01 hereof, the Issuer covenants with the Holders of any
and all Bonds as follows:
(A) Debt Service Fund. The Issuer covenants and agrees to establish with a bank or
trust company in the State of Florida, which is eligible under the laws of such State to receive
funds of the Issuer, a separate fund or consolidated bank account maintained in the manner
provided in Section 4.01(E) herein to be known as the "Miami Shores Village, Florida General
Obligation Bonds, Series 2004 Debt Service Fund." The Issuer shall maintain in the Debt
Service Fund two accounts: the "Interest Account" and the "Principal Account." Moneys in the
aforementioned funds and accounts, until applied in accordance with the provisions hereof, shall
be subject to a lien and charge in favor of the Holders of the Bonds and for the further security of
such Holders.
The Issuer shall at any time and from time to time appoint one or more depositaries to
hold, for the benefit of the Bondholders, any one or more of the funds and accounts established
hereby. Such depository or depositaries shall perform at the direction of the Issuer the duties of
the Issuer in depositing, transferring and disbursing moneys to and from each of such funds as
herein set forth, and all records of such depositary in performing such duties shall be open at all
reasonable times to inspection by the Issuer and its agent and employees. Any such depositary
shall be a bank or trust company duly authorized to exercise corporate trust powers and subject
to examination by federal or state authority, of good standing, and having a combined capital,
surplus and undivided profits aggregating not less than fifty million dollars ($50,000,000) and
shall be eligible under the laws of the State to receive funds of the Issuer.
(B) Disposition of Ad Valorem Tax Revenues. All Ad Valorem Tax Revenues
collected for payment of the Bonds as provided in Section 3.01 of this Resolution shall be
deposited as received in the Debt Service Fund in the following manner and in the following
order of priority:
(1) The Issuer shall deposit a sum sufficient to pay all interest becoming due
on the next two semi-annual interest payment dates, including an amount sufficient enough to
pay the fees and charges of the Registrar and Payment Agent. Such deposit shall be increased or
decreased to the extent required to pay interest becoming due each Bond Year, after making
allowance for the amounts of money, if any, which will be deposited in the Interest Account out
of proceeds from the sale of the Bonds, or which will be on deposit therein from other sources or
any deficiency therein or shorted interest payment period which may have occurred.
(2) The Issuer shall next deposit, in the Principal Account, the sum which,
together with other moneys on deposit therein, is sufficient to pay all principal maturing on the
Serial Bonds and all Amortization installments due with respect to any Term Bonds on the next
maturity or Amortization Installment date. Moneys in the Principal Account shall be used to pay
21
principal of the Bonds as and when the same shall mature or otherwise become due and for no
other purpose.
(3) The Issuer shall not be required to make any further deposits to any
account in the Debt Service Fund when the aggregate of the sums deposited in the several
accounts in the Debt Service Fund equals or exceeds the aggregate principal amount of all Bonds
then outstanding and interest then accrued thereon and which shall thereafter accrue thereon to
the maturity thereof. Thereupon moneys in each account of the Debt Service fund may be used
to pay the principal of and interest on such Bonds.
(4) The Issuer, in its discretion, may use moneys in the Principal Account and
the Interest Account to purchase or redeem Bonds coming due on the next principal payment
date, provided such purchase or redemption does not adversely affect the Issuer's ability to pay
the principal or interest coming due on such principal payment date on the Bonds not so
purchased or redeemed.
(5) At least one (1) business day prior to the date established for payment of
any principal of or Redemption Price, if applicable, or interest on the Bonds, the Issuer shall
withdraw from the appropriate account of the Debt Service Fund sufficient moneys to pay such
principal or Redemption Price, if applicable, or interest and deposit such moneys with the Paying
Agent for the Bonds to be paid.
(C) Rebate Fund. The Issuer covenants and agrees to establish with a bank or trust
company in the State of Florida, which is eligible to receive funds of the Issuer, a fund to be
known as the "Miami Shores Village, Florida General Obligation Bonds, Series 2004 Rebate
Fund." Amounts on deposit in the Rebate Fund shall be held in trust by the Issuer and used
solely to make required rebates to the United States (except to the extent the same may be
transferred to the Debt Service Fund) and the Bondholders shall have no right to have the same
applied for debt service on the Bonds. The Issuer agrees to undertake all actions required of it in
its arbitrage certificate, dated the date of issuance of the Bonds, relating to such Bonds,
including, but not limited to:
(1) making a determination in accordance with the Code of the amount
required to be deposited in the Rebate Fund;
(2) depositing the amount determined in clause (i) above into the
Rebate Fund;
(3) paying on the dates and in the manner required by the Code to the
United States Treasury from the Rebate Fund and any other legally available
moneys of the Issuer such amounts as shall be required by the Code to be rebated
to the United States Treasury; and
(4) keeping such records of the determinations made pursuant to this
Section 4.01(C) as shall be required by the Code, as well as evidence of the fair
market value of any investments purchased with proceeds of the Bonds.
22
The provisions of the above-described arbitrage certificate may be amended from time to
time as shall be necessary, in the opinion of Bond Counsel, to comply with the provisions of the
Code.
(D) Investments. The Project Fund and the Debt Service Fund, including all accounts
therein, shall constitute trust funds for the purposes provided herein for such funds and accounts
and shall be subject to a lien and charge in favor of the Holders of the Bonds and for the further
security for such Holders. All such funds and accounts shall be continuously secured in the
manner by which the deposit of public funds are authorized to be secured by the Laws of the
State of Florida. Moneys on deposit in the Project Fund and the Debt Service Fund may be
invested and reinvested, to the extent lawful, in Authorized Investments maturing not later than
the date on which the moneys therein will be needed. Any and all income received by the Issuer
from the investment of moneys in the Project Fund and in each account of the Debt Service Fund
shall be deposited in such respective fund or account and used as provided in this Resolution.
All investments shall be valued at cost.
Nothing contained in this Resolution shall prevent any Authorized Investments acquired
as investments of or security for funds held under this Resolution from being issued or held in
book-entry form on the books of the Department of the Treasury of the United States.
(E) Separate Accounts. The moneys required to be accounted for in each of the
foregoing funds and accounts established herein may be deposited in a single bank account, and
funds allocated to the various funds and accounts established herein may be invested in a
common investment pool, provided that adequate accounting records are maintained to reflect
and control the restricted allocation of the moneys on deposit therein and such investments for
the various purposes of such funds as herein provided.
The designation and establishment of the various funds and accounts in and by this
Resolution shall not be construed to require the establishment of any completely independent,
self-balancing funds as such term is commonly defined and used in governmental accounting,
but rather is intended solely to constitute an earmarking of certain revenues for certain purposes
and to establish certain priorities for application of such revenues as herein provided.
Section 4.02 FEDERAL INCOME TAX COVENANTS. The Issuer covenants with
the Holders of the Bonds that it shall not use the proceeds of such Bonds in any manner which
would cause the interest on such Bonds to be or become subject to federal income taxation. The
Issuer shall be entitled to rely on an opinion of Bond Counsel as to whether any action will cause
interest on the Bonds to be included in gross income of the Holders thereof for purposes of
federal income taxation.
The Issuer covenants with the Holders of the Bonds that neither the Issuer nor any Person
under its control or direction will make any use of the proceeds of such Bonds (or amounts
deemed to be proceeds under the Code) in any manner which would cause such Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code and neither the Issuer nor any
other Person shall do any act or fail to do any act which would cause the interest on such Bonds
to become subject to federal income taxation.
23
The Issuer hereby covenants with the Holders of the Bonds that it will comply with all
provisions of the Code necessary to maintain the exclusion of interest on the Bonds from gross
income for purposes of federal income taxation, including, in particular, the payment of any
amount required to be rebated to the U.S. Treasury pursuant to the Code.
Section 4.03 NO IMPAIRMENT. The pledge of the Pledged Funds in the manner
provided herein shall not be subject to repeal, modification or impairment by any subsequent
resolution or other proceedings of the Village Council. The Issuer will take all lawful action
necessary or required to continue to entitle the Issuer to receive the Ad Valorem Tax Revenues
pledged in this Resolution as provided in Section 3.01 hereof and will take no action which will
impair or adversely affect its receipt of said Ad Valorem Tax Revenues.
Section 4.04 ANNUAL AUDIT. The Issuer shall, promptly after the close of each
Fiscal Year, cause the financial statements of the Issuer to be properly audited by an independent
certified public accountant or independent firm of certified public accountants, and shall require
such accountants to complete their report on the annual financial statements in accordance with
applicable law. Such annual financial statements shall contain, but not be limited to, a balance
sheet, a statement of revenues, expenditures and changes in fund balance, and any other
statements as required by law or accounting convention, and a report by such accountants
disclosing any material default on the part of the Issuer of any covenant or agreement herein
which is disclosed by the audit of the financial statements. The annual financial statement shall
be prepared in conformity with generally accepted accounting principles. A copy of the audited
financial statements for each Fiscal Year shall be furnished to the Insurer, if any, and to any
Holder of a Bond who shall have furnished his address to the Village Clerk and requested in
writing that the same be furnished to him. The Issuer shall be permitted to make a reasonable
charge for furnishing such audited financial statements to a Holder.
Section 4.05 BOOKS AND RECORDS. The Issuer will keep books and records of
the receipt of the Ad Valorem Tax Revenues in accordance with generally accepted accounting
principles, and the Insurer, if any, or any Holder or Holders of Bonds shall have the right at all
reasonable times to inspect the records, accounts and data of the Issuer relating thereto.
The Issuer covenants that within one hundred eighty (180) days of the close of each
Fiscal Year it will cause to be prepared and filed with the Chief Financial Officer and mailed to
the Insurer, if any, and all Holders who shall have filed their names and addresses with the Chief
Financial Officer or Village Clerk for such purpose a statement setting forth in respect of the
preceding Fiscal Year; (A) the amount of the Ad Valorem Tax Revenues received in the
preceding Fiscal Year; (B) the total amounts deposited to the credit of each fund, account and
subaccount created under the provisions of this Resolution; (C)the principal amount of all Bonds
issued, paid, purchased or redeemed; and (D) the amounts on deposit at the end of such Fiscal
Year to the credit of each such fund, account or subaccount.
Section 4.06 BUDGET PROCESS. The Issuer covenants and agrees to take all steps
necessary to comply with the budget process established by Florida law in order to levy the ad
valorem tax provided for in Section 3.01 hereof.
24
ARTICLE V
DEFAULTS AND REMEDIES
Section 5.01 EVENTS OF DEFAULT. The following events shall each constitute an
"Event of Default":
(A) Failure to pay the principal of and interest on the Bonds as the same shall become
due and payable.
(B) There shall occur the dissolution or liquidation of the Issuer, or the filing by the
Issuer of a voluntary petition in bankruptcy, or the commission by the Issuer of any act of
bankruptcy, or adjudication of the Issuer as a bankrupt, or assignment by the Issuer for the
benefit of its creditors, or appointment of a receiver for the Issuer, or the entry by the Issuer into
an agreement of composition with its creditors, or the approval by a court of competent
jurisdiction of a petition applicable to the Issuer in any proceeding for its reorganization
instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar
act in any jurisdiction which may now be in effect or hereafter enacted.
(C) Failure by the Issuer in the due and punctual performance of any other of the
covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on
the part of the Issuer to be performed, and such default such continue for a period of thirty (30)
days after written notice of such default shall have been received from the Holders of not less
than twenty-five percent (25%) of the aggregate principal amount of Bonds Outstanding or the
Insurer, if any, of such amount of Bonds. Notwithstanding the foregoing, the Issuer shall not be
deemed in default hereunder if such default can be cured within a reasonable period of time and
if the Issuer in good faith institutes curative action and diligently pursues such action until the
default has been corrected.
Section 5.02 REMEDIES ON DEFAULT. Any Holder of Bonds issued under the
provisions of this Resolution or any trustee or receiver acting for such Bondholders may either at
law or in equity, by suit, action, mandamus or other proceedings in any court of competent
jurisdiction, protect and enforce any and all rights under the Laws of the State of Florida, or
granted and contained in this Resolution, and may enforce and compel the performance of all
duties required by this Resolution or by any applicable statutes to be performed by the Issuer or
by any officer thereof; provided, however, that no Holder, trustee or receiver shall have the right
to declare the Bonds immediately due and payable.
The Holder or Holders of Bonds in an aggregate principal amount of not less than
twenty-five per cent (25%) of the Bonds then Outstanding may by a duly executed certificate in
writing appoint a trustee for Holders of Bonds issued pursuant to this Resolution with authority
to represent such Bondholders in any legal proceedings for the enforcement and protection of the
rights of such Bondholders and such certificate shall be executed by such Bondholders or their
duly authorized attorneys or representatives, and shall be filed in the office of the Village Clerk.
Notice of such appointment, together with evidence of the requisite signatures of the Holders of
not less than twenty-five percent (25%) in aggregate principal amount of Bonds Outstanding and
the trust instrument under which the trustee shall have agreed to serve shall be filed with the
Issuer and the trustee and notice of appointment shall be given to all Holders of Bonds by first
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class mail, postage prepaid, at least 30 days prior to the effective date of the appointment. After
the appointment of the first trustee hereunder,no further trustees may be appointed; however, the
holders of a majority in aggregate principal amount of all the Bonds then Outstanding may
remove the trustee initially appointed and appoint a successor and subsequent successors at any
time.
Section 5.03 DIRECTIONS TO TRUSTEE AS TO REMEDIAL PROCEEDINGS.
The Holders of a majority in principal amount of the Bonds then Outstanding (or any Insurer
insuring a majority in principal amount of the Bonds then Outstanding) have the right, by an
instrument or concurrent instruments in writing executed and delivered to the trustee, to direct
the method and place of conducting all remedial proceedings to be taken by the trustee
hereunder, provided that such direction shall not be otherwise than in accordance with law or the
provisions hereof, and that the trustee shall have the right to decline to follow any such direction
which in the opinion of the trustee would be unjustly prejudicial to Holders of Bonds not parties
to such direction.
Section 5.04 REMEDIES CUMULATIVE. No remedy herein conferred upon or
reserved to the Bondholders and the Insurer, if any, is intended to be exclusive of any other
remedy or remedies, and each and every such remedy shall be cumulative, and shall be in
addition to every other remedy given hereunder or now or hereafter existing at law or in equity
or by statute.
Section 5.05 WAIVER OF DEFAULT. No delay or omission of any Bondholder to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default, or an acquiescence therein; and every
power and remedy given by this Article 5 to the Bondholders may be exercised from time to
time, and as often as may be deemed expedient.
Section 5.06 APPLICATION OF MONEYS AFTER DEFAULT. If an Event of
Default shall happen and shall not have been remedied, the Issuer or a trustee or receiver
appointed for the purpose shall apply all moneys received from the Issuer for payment of the
Bonds as follows and in the following order:
(A) To the payment of the reasonable and proper charges, expenses and liabilities of
the trustee or receiver and of the Registrar and the Paying Agent hereunder; and
(B) To the payment of the interest and principal then due on the Bonds (provided such
payments are made in accordance with applicable law), as follows:
(1) Unless the principal of all the Bonds shall have become due and payable,
all such moneys shall be applied:
FIRST: to the payment to the persons entitled thereto of all installments of
interest then due, in the order of the maturity of such installments, and, if the amount
available shall not be sufficient to pay in full any particular installment, then to the
payment ratably, according to the amounts due on such installment, to the persons
entitled thereto,without any discrimination or preference; and
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SECOND: to the payment to the persons entitled thereto of the unpaid principal
of any of the Bonds which shall have become due at maturity or upon mandatory
redemption prior to maturity, in the order of their due dates, with interest upon such
Bonds from the respective dates upon which they became due, and, if the amount
available shall not be sufficient to pay in full Bonds due on any particular date, together
with such interest, then to the payment first of such interest, ratably according to the
amount of such interest due on such date, and then to the payment of such principal,
ratably according to the amount of such principal due on such date,to the persons entitled
thereto without any discrimination or preference.
(2) If the principal of all the Bonds shall have become due and payable, all
such moneys shall be applied to the payment of the principal and interest then due and unpaid
upon the Bonds, with interest thereon as aforesaid, without preference or priority of principal
over interest or of interest over principal, or of any installment of interest over any other
installment of interest, or of any Bond over any other Bond, ratably, according to the amounts
due respectively for principal and interest, to the persons entitled thereto without any
discrimination or preference.
Section 5.07 CONTROL BY INSURER. Upon the occurrence and continuance of an
Event of Default, any Insurer, if such Insurer is not in default under its Financial Guaranty
Insurance Policy, shall be entitled to direct and control the enforcement of all rights and remedies
with respect to the Bonds covered under its Financial Guaranty Insurance Policy.
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ARTICLE VI
SUPPLEMENTAL RESOLUTIONS
Section 6.01 SUPPLEMENTAL RESOLUTION WITHOUT BONDHOLDERS'
CONSENT. The Issuer, from time to time and at any time, may adopt resolutions supplemental
hereto without the consent of the Bondholders (which resolutions shall thereafter form a part
hereof) for any of the following purposes:
(A) To cure any ambiguity or formal defect or omission or to correct any inconsistent
provisions in this Resolution or to clarify any matters or questions arising hereunder.
(B) To grant to or confer upon the Bondholders any additional rights, remedies,
powers, authority or security that may lawfully be granted to or conferred upon the Bondholders.
(C) To add to the conditions, limitations and restrictions on the issuance of Bonds
under the provisions of this Resolution, other conditions, limitations and restrictions thereafter to
be observed.
(D) To add to the covenants and agreements of the Issuer in this Resolution other
covenants and agreements thereafter to be observed by the Issuer or to surrender any right or
power herein reserved to or conferred upon the Issuer.
(E) To specify and determine the matters and things relative to the Bonds which are
not contrary to or inconsistent with this Resolution as theretofore in effect, or to amend, modify
or rescind any such authorization, specification or determination at any time prior to the first
delivery of such Bonds.
(F) To make any other change that, in the opinion of the Issuer, would not materially
adversely affect the security for the Bonds.
Section 6.02 SUPPLEMENTAL RESOLUTION WITH BONDHOLDERS' AND
INSURER'S CONSENT. Subject to the terms and provisions contained in this Section 6.02
and Sections 6.01 and 6.03 hereof,the Holder or Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding shall have the right, from time to time, anything
contained in this Resolution to the contrary notwithstanding, to consent to and approve the
adoption of such Supplemental Resolution or Resolutions hereto as shall be deemed necessary or
desirable by the Issuer for the purpose of supplementing, modifying, altering, amending, adding
to or rescinding, in any particular, any of the terms or provisions contained in this Resolution.
Any Supplemental Resolution which is adopted in accordance with the provisions of this Section
6.02 shall also require the written consent of the Insurer of any Bonds which are Outstanding at
the time such Supplemental Resolution shall take effect. No Supplemental Resolution may be
approved or adopted which shall permit or require (A) an extension of the maturity of the
principal of or the payment of the interest on any Bond issued hereunder, (B) reduction in the
principal amount of any Bond or the rate of interest thereon, (C) a preference or priority of any
Bond or Bonds over any other Bond or Bonds, or (D) a reduction in the aggregate principal
amount of the Bonds required for consent to such Supplemental Resolution. Nothing herein
contained, however, shall be construed as making necessary the approval by Bondholders or the
Insurer of the adoption of any Supplemental Resolution as authorized in Section 6.01 hereof.
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If at any time the Issuer shall determine that it is necessary or desirable to adopt any
Supplemental Resolution pursuant to this Section 6.02, the Village Clerk shall cause the
Registrar to give notice of the proposed adoption of such Supplemental Resolution and the form
of consent to such adoption to be mailed, postage prepaid, to all Bondholders at their addresses
as they appear on the registration books and to the Insurer. Such notice shall briefly set forth the
nature of the proposed Supplemental Resolution and shall state that copies thereof are on file at
the offices of the Village Clerk and the Registrar for inspection by all Bondholders. The Issuer
shall not, however, be subject to any liability to any Bondholder by reason of its failure to cause
the notice required by this Section 6.02 to be mailed and any such failure shall not affect the
validity of such Supplemental Resolution when consented to and approved as provided in this
Section 6.02.
Whenever the Issuer shall deliver to the Village Clerk an instrument or instruments in
writing purporting to be executed by the Holders of not less than a majority in aggregate
principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to
the proposed Supplemental Resolution described in such notice and shall specifically consent to
and approve the adoption thereof in substantially the form of the copy thereof referred to in such
notice, thereupon, but not otherwise, the Issuer may adopt such Supplemental Resolution in
substantially such form, without liability or responsibility to any Holder of any Bond, whether or
not such Holder shall have consented thereto.
If the Holders of not less than a majority in aggregate principal amount of the Bonds
Outstanding at the time of the adoption of such Supplemental Resolution shall have consented to
and approved the adoption thereof as herein provided, no Holder of any Bond shall have any
right to object to the adoption of such Supplemental Resolution, or to object to any of the terms
and provisions contained therein or the operation thereof, or in any manner to question the
propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or
from taking any action pursuant to the provisions thereof.
Upon the adoption of any Supplemental Resolution pursuant to the provisions of this
Section 6.02, this Resolution shall be deemed to be modified and amended in accordance
therewith, and the respective rights, duties and obligations under this Resolution of the Issuer and
all Holders of Bonds then Outstanding shall thereafter be determined, exercised and enforced in
all respects under the provisions of this Resolution as so modified and amended.
Section 6.03 AMENDMENT WITH CONSENT OF INSURER ONLY. For
purposes of amending the Resolution pursuant to Section 6.02 hereof, the Insurer shall be
considered the sole Holder thereof, provided the Bonds, at the time of the adoption of the
amendment, shall be rated by the rating agencies which shall have rated the Bonds at the time
such Bonds were initially insured no lower than the ratings assigned thereto by such rating
agencies on such date of being insured. The consent of the Holders of the Bonds shall not be
required if the Insurer shall consent to the amendment as provided by this Section 6.03. The
foregoing right of amendment, however, does not apply to any amendment to Section 4.02
hereof with respect to the exclusion of interest on the Bonds from gross income for purposes of
federal income taxation. Prior to adoption of any amendment made pursuant to this Section 6.03,
notice of such amendment shall be delivered to the rating agencies rating the Bonds. Upon filing
with the Village Clerk of evidence of such consent of the Insurer as aforesaid, the Issuer may
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adopt such Supplemental Resolution. After the adoption by the Issuer of such Supplemental
Resolution and confirmation of such ratings, notice thereof shall be mailed in the same manner
as notice of an amendment under Section 6.02 hereof.
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ARTICLE VII
FINANCIAL GUARANTY BOND INSURANCE
Section 7.01 PROVISIONS REGARDING INSURER. Subject in all respects to the
satisfaction of the conditions set forth in Section 8.02 hereof, the Issuer hereby authorizes the
payment of the principal of and interest on the Bonds to be insured pursuant to a Financial
Guaranty Insurance Policy issued by Ambac Assurance Corporation ("Ambac Assurance"). The
Village Manager and the Village Clerk are hereby authorized to execute such documents and
instruments necessary to cause the Insurer to insure the Bonds.
Section 7.02 PAYMENT PROCEDURE RELATING TO THE FINANCIAL
GUARANTY INSURANCE POLICY. As long as the Financial Guaranty Insurance Policy
shall be in full force and effect, the Village, the Paying Agent and the Registrar agree to comply
with the following provisions:
(A) At least one (1) business day prior to all Interest Payment Dates the Paying Agent
will determine whether there will be sufficient funds in the funds and accounts to pay the principal
of or interest on the Bonds on such Interest Payment Date. If the Paying Agent determines that
there will be insufficient funds in such funds or accounts, the Paying Agent shall so notify Ambac
Assurance. Such notice shall specify the amount of the anticipated deficiency, the Bonds to which
such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or
both. If the Paying Agent has not so notified Ambac Assurance at least one (1) business day prior
to an Interest Payment Date, Ambac Assurance will make payments of principal or interest due on
the Bonds on or before the first (1st) business day next following the date on which Ambac
Assurance shall have received notice of nonpayment from the Paying Agent.
(B) the Paying Agent shall, after giving notice to Ambac Assurance as provided in (A)
above, make available to Ambac Assurance and, at Ambac Assurance's direction, to The Bank of
New York, as insurance trustee for Ambac Assurance or any successor insurance trustee (the
"Insurance Trustee"), the registration books of the Village maintained by the Paying Agent or
Registrar and all records relating to the funds and accounts maintained under this Resolution.
(C) the Paying Agent shall provide Ambac Assurance and the Insurance Trustee with a
list of registered owners of Bonds entitled to receive principal or interest payments from Ambac
Assurance under the terms of the Financial Guaranty Insurance Policy, and shall make arrangements
with the Insurance Trustee (i) to mail checks or drafts to the registered owners of Bonds entitled to
receive full or partial interest payments from Ambac Assurance and(ii)to pay principal upon Bonds
surrendered to the Insurance Trustee by the registered owners of Bonds entitled to receive full or
partial principal payments from Ambac Assurance.
(D) the Paying Agent shall, at the time it provides notice to Ambac Assurance
pursuant to (A) above, notify registered owners of 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 Holder 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
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Assurance, they must surrender their Bonds (along with an appropriate instrument of assignment in
form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the
name of Ambac Assurance)for payment to the Insurance Trustee,and not the Paying Agent and(iv)
that should they be entitled to receive partial payment of principal from Ambac Assurance, they
must surrender their Bonds for payment thereon first to the Paying Agent who shall note on such
Bonds the portion of the principal paid by the Paying Agent 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.
(E) in the event that the Paying Agent has notice that any payment of principal of or
interest on a Bond which has become due for payment and which is made to a Holder by or on
behalf of the Village 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 Paying
Agent shall, at the time Ambac Assurance is notified pursuant to (A) 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 Paying Agent shall furnish to Ambac Assurance its records
evidencing the payments of principal of and interest on the Bonds which have been made by the
Paying Agent and subsequently recovered from registered owners and the dates on which such
payments were made.
(F) in addition to those rights granted Ambac Assurance under this Resolution, Ambac
Assurance shall, to the extent it makes payment of principal of or interest on Bonds, become
subrogated to the rights of the recipients of such payments in accordance with the terms of the
Financial Guaranty Insurance Policy,and to evidence such subrogation(i)in the case of subrogation
as to claims for past due interest,the Registrar shall note Ambac Assurance's rights as subrogee on
the registration books of the Village maintained by the Registrar upon receipt from Ambac
Assurance of proof of the payment of interest thereon to the registered owners of the Bonds,and(ii)
in the case of subrogation as to claims for past due principal, the Registrar shall note Ambac
Assurance's rights as subrogee on the registration books of the Village maintained by the Registrar
upon surrender of the Bonds by the registered owners thereof together with proof of the payment of
principal thereof.
To the extent that this Resolution confers upon or gives or grants to Ambac Assurance any
right,remedy or claim under or by reason of this Resolution, Ambac Assurance is hereby explicitly
recognized as being a third-party beneficiary hereunder and may enforce any such right, remedy or
claim conferred, given or granted hereunder.
Section 7.03 ADDITIONAL PROVISIONS RELATING TO THE FINANCIAL
GUARANTY INSURANCE POLICY. As long as the Financial Guaranty Insurance Policy
shall be in full force and effect, the Village, the Paying Agent and the Registrar agree to comply
with the following provisions:
(A) Consent of Ambac Assurance. Any provision of this Resolution expressly
recognizing or granting rights in or to Ambac Assurance may not be amended in any manner
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t
which affects the rights of Ambac Assurance hereunder without the prior written consent of
Ambac Assurance.
(B) Consent of Ambac Assurance in lieu of Holder Consent. Unless otherwise
provided in this Section, Ambac Assurance's consent shall be required in lieu of Holder consent,
when required, for the following purposes: (i) execution and delivery of any supplemental
resolution or any amendment, supplement or change to or modification of this Resolution (ii)
removal of the Paying Agent and selection and appointment of any successor paying agent; and(iii)
initiation or approval of any action not described in(i)or(ii)above which requires Holder consent.
(C) Consent of Ambac Assurance in the Event of Insolvency. Any reorganization or
liquidation plan with respect to the Village must be acceptable to Ambac Assurance. In the event of
any reorganization or liquidation, Ambac Assurance shall have the right to vote on behalf of all
Holders who hold Ambac Assurance-insured Bonds absent a default by Ambac Assurance under the
applicable Financial Guaranty Insurance Policy insuring such Bonds.
(D) Consent of Ambac Assurance Upon Default. Anything in this Resolution to the
contrary notwithstanding, upon the occurrence and continuance of an Event of Default as defined
herein, Ambac Assurance shall be entitled to control and direct the enforcement of all rights and
remedies granted to the Holders or the Trustee for the benefit of the Holders under this
Resolution.
(E) Notices. While the Financial Guaranty Insurance Policy is in effect, the Village
shall furnish to Ambac Assurance,upon request,the following:
(1) a copy of any financial statement, audit and/or annual report of the Village and
such additional information it may reasonably request. Upon request, such information shall be
delivered at the Village's expense to the attention of the Surveillance Department, unless otherwise
indicated.
(2) A copy of any notice to be given to the registered owners of the Bonds,
including, without limitation, notice of any redemption of or defeasance of Bonds, and any
certificate rendered pursuant to this Resolution relating to the security for the Bonds, at no cost to
Ambac Assurance.
(3) To the extent that the Village has entered into a continuing disclosure agreement
with respect to the Bonds,Ambac Assurance shall be included as party to be notified.
(4) The Village shall notify Ambac Assurance of any failure of the Village to
provide relevant notices,certificates, etc.
(5) Notwithstanding any other provision of this Resolution, the Village shall
immediately notify Ambac Assurance if at any time there are insufficient moneys to make any
payments of principal and/or interest as required and immediately upon the occurrence of any Event
of Default hereunder.
The Village will permit Ambac Assurance to discuss the affairs, finances and accounts of
the Village or any information Ambac Assurance may reasonably request regarding the security
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for the Bonds with appropriate officers of the Village. The Village will permit Ambac
Assurance to have reasonable access to the Project and have access to and to make copies of all
books and records relating to the Bonds at any reasonable time.
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ARTICLE VIII
MISCELLANEOUS
Section 8.01 DEFEASANCE. If the Issuer shall pay or cause to be paid or there shall
otherwise be paid to the Holders of all Bonds, the principal of, Redemption Price, if applicable,
and interest due or to become due thereon, at the times and in the manner stipulated therein and
in this Resolution, then the pledge of the Pledged Funds, and all covenants, agreements and other
obligations of the Issuer to the Bondholders, shall thereupon cease, terminate and become void
and be discharged and satisfied. In such event, the Paying Agent shall pay over or deliver to the
Issuer all money or securities held by them pursuant to the Resolution which are not required for
the payment or redemption of Bonds not theretofore surrendered for such payment or
redemption.
Any Bonds or interest installments appertaining thereto, whether at or prior to the
maturity or redemption date of such Bonds, shall be deemed to have been paid within the
meaning of this Section 8.01 if (A) in case any such Bonds are to be redeemed prior to the
maturity thereof, there shall have been taken all action necessary to call such Bonds for
redemption and notice of such redemption shall have been duly given or provision shall have
been made for the giving of such notice, and (B) there shall have been deposited in irrevocable
trust with a banking institution or trust company by or on behalf of the Issuer either moneys in an
amount which shall be sufficient, or Refunding Securities the principal of and the interest on
which when due will provide moneys which, together with the moneys, if any, deposited with a
bank or trust company at the same time shall be sufficient to pay when due the principal of,
Redemption Price, if applicable, and interest due and to become due on said Bonds on and prior
to the maturity date thereof and the Issuer and the Insurer, if any, shall receive an opinion of
Bond Counsel to the effect that the refunded Bonds are defeased in accordance with this Section
8.01 and, therefore, are no longer outstanding under this Resolution. Except as hereinafter
provided, neither the Refunding Securities nor any moneys so deposited with such bank or trust
company nor any moneys received by such bank or trust company on account of principal of or
interest on said Refunding Securities shall be withdrawn or used for any purpose other than, and
all such moneys shall be held in trust for and be applied to, the payment when due, of the
principal of the Bonds for the payment of which they were deposited and the interest accruing
thereon to the date of maturity; provided, however, the Issuer may substitute new Refunding
Securities and moneys for the deposited Refunding Securities and moneys if the new Refunding
Securities and moneys are sufficient to pay the principal of or Redemption Price, if applicable,
and interest on the refunded Bonds.
In the event the Bonds for which moneys are to be deposited for the payment thereof in
accordance with this Section 8.01 are not by their terms subject to redemption within the next
succeeding sixty (60) days, the Issuer shall cause the Registrar to mail a notice to the Holders of
such Bonds that the deposit required by this Section 8.01 of moneys or Refunding Securities has
been made and said Bonds, are deemed to be paid in accordance with the provisions of this
Section 8.01 and stating such maturity date upon which moneys are to be available for the
payment of the principal of or Redemption Price, if applicable, and interest on said Bonds.
Nothing herein shall be deemed to require the Issuer to call any of the outstanding Bonds
for redemption prior to maturity pursuant to any applicable optional redemption provisions, or to
35
impair the discretion of the Issuer in determining whether to exercise any such option for early
redemption.
In the event that the principal of or Redemption Price, if applicable, and interest due on
the Bonds shall be paid by an Insurer or Insurers, such Bonds shall remain Outstanding, shall not
be defeased and shall not be considered paid by the Issuer, and all covenants, agreements and
other obligations of the Issuer to the Bondholders shall continue to exist and such Insurer or
Insurers shall be subrogated to the rights of such Bondholders.
Section 8.02 CONDITIONS TO EXECUTION OF BOND PURCHASE
AGREEMENT. The Purchase Agreement shall not be executed by the Village Manager until
such time as all of the following conditions have been satisfied:
(A) Receipt by the Village Manager of a written offer to purchase the Bonds by the
Underwriter substantially in the form of the Purchase Agreement attached hereto as Exhibit A,
said offer to provide for or demonstrate, among other things, (i) not exceeding $5,000,000 initial
aggregate principal amount of Bonds, (ii) an underwriting discount (including management fee
and expenses) not in excess of$67,500 representing 1.35% of the par amount of the Bonds, (iii)
a true interest cost for the Bonds of not more than five and one-half percent (5.50%) per annum,
and (iv)the maturities of the Bonds, with the final maturity being not later than August 1, 2033.
(B) As required by Section 218.385, Florida Statutes, receipt by the Village Manager
of a disclosure statement and a truth-in-bonding statement of the Underwriter dated the date of
the Purchase Agreement.
Upon satisfaction of all the requirements set forth in this Section 8.02, the Village
Manager is authorized to execute and deliver the Purchase Agreement containing terms
complying with the provisions of this Section 8.02.
Section 8.03 PRELIMINARY OFFICIAL STATEMENT. The Issuer hereby
authorizes, approves and ratifies the distribution and use of the Preliminary Oficial Statement
attached hereto as Exhibit B in connection with the offering of the Bonds for sale. If between the
date hereof and the mailing of the Preliminary Official Statement, it is necessary to make
insertions, modifications or changes in the Preliminary Official Statement, the Village Manager
is hereby authorized to approve such insertions, changes and modifications. The Village
Manager is hereby authorized to deem the Preliminary Official Statement "final" within the
meaning of Rule 15c2-12(b)(1) under the Securities Exchange Act of 1934 in the form as mailed.
Execution of a certificate by the Village Manager deeming the Preliminary Official Statement
"final" as described above shall be conclusive evidence of the approval of any insertions,
changes or modifications.
Section 8.04 OFFICIAL STATEMENT. Subject to the conditions contained in
Section 8.02 hereof, the form, terms and provisions of the Official Statement relating to the
Bonds shall be substantially as set forth in the Preliminary Official Statement. The Village
Manager is hereby authorized and directed to execute and deliver said Official Statement in the
name and on behalf of the Issuer, and thereupon to cause such Official Statement to be delivered
to the Underwriters with such changes, amendments, modifications, omissions and additions as
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O O!
may be approved by the Village Manager. Said Official Statement, including any such changes,
amendments, modifications, omissions and additions as approved by the Village Manager and
the information contained therein are hereby authorized to be used in connection with the sale of
the Bonds to the public. Execution by the Village Manager of the Official Statement shall be
deemed to be conclusive evidence of approval of such changes.
Section 8.05 APPOINTMENT OF REGISTRAR AND PAYING AGENT.
Wachovia Bank, National Association, Miami, Florida, is hereby appointed as Registrar and
Paying Agent for the Bonds in accordance with the terms of this Resolution. The Village
Manager is hereby authorized to enter into any agreement which may be necessary to effect the
transactions contemplated by this Section 8.05.
Section 8.06 SECONDARY MARKET DISCLOSURE. The Issuer hereby covenants
and agrees that, in order to provide for compliance by the Issuer with the secondary market
disclosure requirements of Rule 15c2-12 of the Security and Exchange Commission(the "Rule"),
it will comply with and carry out all of the provisions of a Continuing Disclosure Certificate to
be executed by the Issuer and dated the date of delivery of the Bonds, as it may be amended from
time to time in accordance with the terms thereof. The Continuing Disclosure Certificate shall
be substantially in the form attached to the Preliminary Official Statement as Appendix D with
such changes, amendments, modifications, omissions and additions as shall be approved by the
Mayor who is hereby authorized to execute and deliver such Certificate. Notwithstanding any
other provision of the Resolution, failure of the Issuer to comply with such Continuing
Disclosure Certificate shall not be considered an event of default under the Resolution; provided,
however, any Bondholder may take such actions as may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause the Issuer to comply with its
obligations under this Section 8.06 and the Continuing Disclosure Certificate. For purposes of
this Section 8.06, 'Bondholder" shall mean any person who (A) has the power, directly or
indirectly,to vote or consent with respect to, or to dispose of ownership of, any Bonds (including
persons holding Bonds through nominees, depositories or other intermediaries), or (B) is treated
as the owner of any Bond for federal income tax purposes.
Section 8.07 DESIGNATION OF BONDS AS QUALIFIED TAX-EXEMPT
OBLIGATIONS. The Issuer hereby designates the Bonds as "qualified tax-exempt obligations"
under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, and hereby certifies
that it does not anticipate that more than $10,000,000 in tax exempt obligations will be issued by
the Issuer and its subordinate governmental entities during calendar year 2004.
Section 8.08 GENERAL AUTHORITY. The members of the Council, the Village
Manager and the officers, attorneys and other agents or employees of the Issuer are hereby
authorized to do all acts and things required of them by the Resolution, the Official Statement,
the Continuing Disclosure Certificate or the Purchase Agreement, or desirable or consistent with
the requirements of the Resolution, the Official Statement, the Continuing Disclosure Certificate
or the Purchase Agreement for the full punctual and complete performance of all the terms,
covenants and agreements contained in the Bonds, the Resolution, the Official Statement, the
Continuing Disclosure Certificate and the Purchase Agreement, including the execution of any
documents or instruments relating to insuring payment of the Bonds, and each member,
employee, attorney and officer of the Issuer is hereby authorized and directed to execute and
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deliver any and all papers and instruments to be and cause to be done any and all acts and things
necessary or proper for carrying out the transactions contemplated hereunder.
Section 8.09 SEVERABILITY OF INVALID PROVISIONS. If any one or more of
the covenants, agreements or provisions of this Resolution shall be held contrary to any express
provision of law or contrary to the policy of express law, though not expressly prohibited, or
against public policy, or shall for any reason whatsoever be held invalid, then such covenants,
agreements or provisions shall be null and void and shall be deemed separable from the
remaining covenants, agreements and provisions of this Resolution and shall in no way affect the
validity of any of the other covenants, agreements or provisions hereof or of the Bonds issued
hereunder.
Section 8.10 REPEAL OF INCONSISTENT RESOLUTIONS. All resolutions or
parts thereof in conflict herewith are hereby superseded and repealed to the extent of such
conflict.
Section 8.11 EFFECTIVE DATE. This Resolution shall take effect immediately upon
its adoption.
DULY ADOPTED at a Regular Meeting this 20th day of July, 2004.
MIAMI SHORES VILLAGE,FLORIDA
(SEAL)
By:
Mayor
ATTEST:
Z6Z
Village Clerk
APPROVED AS TO FORM:
Village Attorney
38
EXHIBIT A
FORM OF PURCHASE AGREEMENT
BOND PURCHASE AGREEMENT
$5,000,000
Miami Shores Village, Florida
General Obligation Bonds, Series 2004
August_,2004
Miami Shores Village, Florida
Miami Shores, Florida
Gentlemen:
The undersigned, RBC Dain Rauscher Inc. (the "Underwriter") offers to enter into the
following agreement (this "Agreement") with Miami Shores Village, Florida, (the "Issuer")
which, upon the Issuer's written acceptance of this offer, will be binding upon the Issuer and
upon the Underwriter. This offer is made subject to the Issuer's written acceptance hereof on or
before 10 p.m.,Eastern Daylight time, on the date hereof, and, if not so accepted, will be subject
to withdrawal by the Underwriter upon notice delivered to the Issuer at any time prior to the
acceptance hereof by the Issuer. Terms not otherwise defined in this Agreement shall have the
same meanings set forth in the Bond Resolution (as defined herein) or in the Official Statement
(as defined herein).
1. Purchase and Sale of the Bonds.
Subject to the terms and conditions and in reliance upon the representations, warranties
and agreements set forth herein, the Underwriter hereby agrees to purchase from the Issuer, and
the Issuer hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the
Issuer's General Obligation Bonds, Series 2004 (the "Bonds"). Inasmuch as this purchase and
sale represents a negotiated transaction, the Issuer understands, and hereby confirms, that the
Underwriter is not acting as a fiduciary of the Issuer, but rather is acting solely in its capacity as
Underwriter for its own account. The Underwriter has been duly authorized to execute this
Agreement and to act hereunder.
The principal amount of the Bonds to be issued, the dated date therefor, the maturities,
sinking fund and optional redemption provisions and interest rates per annum are set forth in
Exhibit A hereto. The Bonds shall be as described in, and shall be issued and secured under and
pursuant to the provisions of Issuer Resolution No. adopted July 20, 2004 (the "Bond
Resolution").
The purchase price for the Bonds shall be $ plus interest accrued on the
Bonds from the dated date of the Bonds to the Closing Date (as hereinafter defined). The
discount of$ represents an underwriting discount of$ and an original issue
discount of$
The Underwriter has delivered to the Issuer, as a good faith deposit, a wire transfer in the
amount of$ through the Federal Reserve System in clearing house funds (the "Good
Faith Deposit").
(a) If the Issuer does not accept this offer, then the Good Faith Deposit shall be
immediately returned to the Underwriter by wire transfer through the Federal Reserve
System in clearing house funds.
(b) If the Issuer accepts this offer, then at Closing, the Good Faith Deposit shall be
credited against the purchase price for the Bonds. There will be no interest due the
Underwriter for the time during which the Issuer holds the Good Faith Deposit.
(c) If the Issuer shall fail to deliver the Bonds on the Closing Date, or if the Issuer
shall be unable at or prior to the Closing Date to satisfy the conditions to the obligations
of the Underwriter contained herein, or if the obligations of the Underwriter shall be
terminated for any reason permitted hereby, then the Good Faith Deposit shall be
returned by the Issuer to the Underwriter by wire transfer through the Federal Reserve
System in clearing house funds on or prior to the Closing Date, and the delivery of the
Good Faith Deposit shall constitute a full release and discharge by the Underwriter of any
and all claims and damages for such failure and for any and all defaults of the Issuer
under this Agreement, and this Agreement shall become null and void, and of no further
force or effect without any other action by the parties hereto.
(d) If the Underwriter shall fail (other than for a reason permitted hereby) to accept
and pay for the bonds upon tender thereof by the Issuer as provided herein, then the Good
Faith Deposit shall be retained by the Issuer as and for full liquidated damages for such
failure and for any and all defaults on the part of the Underwriter, and the retention of the
proceeds thereof shall constitute a full release and discharge of any and all claims and
damages for such failure and for any and all such defaults and this Bond Purchase
Agreement shall become null and void, and of no further force or effect without an other
action by the parties hereto.
2. Public Offerino.
The Underwriter agrees to make a bona fide public offering of all of the Bonds at a price
not to exceed the public offering price set forth on the cover of the Official Statement and may
subsequently change such offering price without any requirement of prior notice. The
Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into
investment trusts) and others at prices lower than the public offering price stated on the cover of
the Official Statement.
In connection with the public offering of the Bonds, the Underwriter has delivered to the
Issuer a letter containing the information required by Section 218.385(6), Florida Statutes, which
letter is attached hereto as Exhibit B hereto.
2
3. The Official Statement.
(a) The Preliminary Official Statement dated July_, 2004 (the "Preliminary Official
Statement") has been prepared for use by the Underwriter in connection with the public
offering, sale and distribution of the Bonds. The Issuer hereby represents and warrants
that the Preliminary Official Statement was deemed final by the Issuer as of its date,
except for the omission of such information which is dependent upon the final pricing of
the Bonds for completion, all as permitted to be excluded by Section (b)(1) of Rule 15c2-
12 under the Securities Exchange Act of 1934 (the "Rule").
(b) The Issuer hereby authorizes the Preliminary Official Statement and the
information therein contained to be used by the Underwriter in connection with the public
offering and the sale of the Bonds. The Issuer consents to the use by the Underwriter
prior to the date hereof of the Preliminary Official Statement in connection with the
public offering of the Bonds. The Issuer shall provide, or cause to be provided, to the
Underwriter as soon as practicable after the date of the Issuer's acceptance of this
Agreement (but, in any event, not later than within seven business days after the Issuer's
acceptance of this Agreement and in sufficient time to accompany any confirmation that
requests payment from any customer) copies of the Official Statement (the "Official
Statement") which is complete as of the date of its delivery to the Underwriter in such
quantity as the Underwriter shall request in order for the Underwriter to comply with
Section (b)(4) of the Rule and the rules of the Municipal Securities Rulemaking Board.
(c) If, after the date of this Agreement to and including the date the Underwriter is no
longer required to provide an Official Statement to potential customers who request the
same pursuant to the Rule (the earlier of(i) 90 days from the "end of the underwriting
period" (as defined in the Rule) and (ii) the time when the Official Statement is available
to any person from a nationally recognized municipal securities repository, but in no case
less than 25 days after the "end of the underwriting period" for the Bonds), the Issuer
becomes aware of any fact or event which might or would cause the Official Statement,
as then supplemented or amended, to contain any untrue statement of a material fact or to
omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or if it is necessary to amend or supplement the
Official Statement to comply with law, the Issuer will notify the Underwriter (and for the
purposes of this clause provide the Underwriter with such information as it may from
time to time request), and if, in the opinion of the Issuer or the Underwriter, such fact or
event requires preparation and publication of a supplement or amendment to the Official
Statement, the Issuer will forthwith prepare and furnish, at the Issuer's own expense (in a
form and manner approved by the Underwriter), a reasonable number of copies of either
amendments or supplements to the Official Statement so that the statements in the
Official Statement as so amended and supplemented will not 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 not misleading or so that the Official Statement
will comply with law. If such notification shall be subsequent to the Closing, the Issuer
shall furnish such legal opinions, certificates, instruments and other documents as the
Underwriter may deem necessary to evidence the truth and accuracy of such supplement
or amendment to the Official Statement.
J
(d) The Underwriter hereby agrees to file the Official Statement with a nationally
recognized municipal securities information repository. Unless otherwise notified in
writing by the Underwriter, the Issuer can assume that the "end of the underwriting
period" for purposes of the Rule is the date of the Closing.
4. Representations, Warranties, and Covenants of the Issuer.
The Issuer hereby represents and warrants to and covenants with the Underwriter that:
(a) The Issuer is a municipal corporation of the State of Florida (the "State") duly
created, organized and existing under the laws of the State, specifically the Constitution
of the State, Chapter 166, Florida Statutes, as amended, and the Miami Shores Village
Charter, as amended and other applicable provisions of law, as amended and
supplemented (the "Act"), and has full legal right,power and authority under the Act, and
at the date of the Closing will have full legal right,power and authority under the Act and
the Bond Resolution (i) to enter into, execute and deliver this Agreement, the Bond
Resolution and the Continuing Disclosure Certificate (the "Certificate") as defined in
Section 60)(3) hereof and all documents required hereunder and thereunder to be
executed and delivered by the Issuer (this Agreement, the Bond Resolution, the
Certificate and the other documents referred to in this clause are hereinafter referred to as
the "Issuer Documents"), (ii) to sell, issue and deliver the Bonds to the Underwriter as
provided herein, and (iii) to carry out and consummate the transactions contemplated by
the Issuer Documents and the Official Statement, and the Issuer has complied, and will at
the Closing be in compliance in all respects, with the terms of the Act and the Issuer
Documents as they pertain to such transactions;
(b) By all necessary official action of the Issuer prior to or concurrently with the
acceptance hereof, the Issuer has duly authorized all necessary action to be taken by it for
(i) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (ii) the
approval, execution and delivery of, and the performance by the Issuer of the obligations
on its part, contained in the Bonds and the Issuer Documents and (iii) the consummation
by it of all other transactions contemplated by the Official Statement, and the Issuer
Documents and any and all such other agreements and documents as may be required to
be executed, delivered and/or received by the Issuer in order to carry out, give effect to,
and consummate the transactions contemplated herein and in the Oficial Statement;
(c) The Issuer Documents constitute legal, valid and binding limited obligations of
the Issuer, enforceable in accordance with their respective terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other similar laws and principles of equity
relating to or affecting the enforcement of creditors' rights; the Bonds, when issued,
delivered and paid for, in accordance with the Bond Resolution and this Agreement, will
constitute legal, valid and binding limited obligations of the Issuer entitled to the benefits
of the Bond Resolution and enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles
of equity relating to or affecting the enforcement of creditors' rights; upon the issuance,
authentication and delivery of the Bonds as aforesaid, the Bond Resolution will provide,
4
for the benefit of the holders, from time to time, of the Bonds, the legally valid and
binding pledge of and lien it purports to create as set forth in the Bond Resolution;
(d) The Issuer is not in breach of or default in any material respect under any
applicable constitutional provision, law or administrative regulation of the State or the
United States or any applicable judgment or decree or any loan agreement, indenture,
bond, note, resolution, agreement or other instrument to which the Issuer is a parry or to
which the Issuer is or any of its property or assets are otherwise subject, which breach or
default would materially adversely affect the financial condition of the Issuer or its ability
to perform its obligations under the Bond Resolution, and no event has occurred and is
continuing which constitutes or with the passage of time or the giving of notice, or both,
would constitute such a default or event of default by the Issuer under any of the
foregoing; and the execution and delivery of the Bonds, the Issuer Documents and the
adoption of the Bond Resolution and compliance with the provisions on the Issuer's part
contained therein, will not conflict with or constitute a material breach of or default under
any constitutional provision, administrative regulation,judgment, decree, loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which the Issuer is a
party or to which the Issuer is or to which any of its property or assets are otherwise
subject nor will any such execution, delivery, adoption or compliance result in the
creation or imposition of any lien, charge or other security interest or encumbrance of any
nature whatsoever upon any of the property or assets of the Issuer to be pledged to secure
the Bonds or under the terms of any such law, regulation or instrument, except as
provided by the Bonds and the Bond Resolution
(e) All authorizations, approvals, licenses, permits, consents and orders of any
governmental authority, legislative body, board, agency or commission having
jurisdiction of the matter which are required for the due authorization of, which would
constitute a condition precedent to, or the absence of which would materially adversely
affect the due performance by the Issuer of its obligations under the Issuer Documents,
and the Bonds or with respect to the Project have been duly obtained, except for such
approvals, consents and orders as may be required under the Blue Sky or securities laws
of any jurisdiction in connection with the offering and sale of the Bonds;
(f) The Bonds conform to the descriptions thereof contained in the Official Statement
under the caption "THE BONDS"; the Bond Resolution conforms to the description
thereof contained in the Official Statement under the caption "SECURITY FOR THE
BONDS" the proceeds of the sale of the Bonds will be applied generally as described in
the Oficial Statement under the caption "ESTIMATED SOURCES AND USES OF
FUNDS" and the Certificate conforms to the description thereof contained in the Official
Statement under the caption "CONTINUING DISCLOSURE."
(g) There is no legislation, action, suit, proceeding, inquiry or investigation, at law or
in equity, before or by any court, government agency, public board or body, pending or,
to the best knowledge of the Issuer after due inquiry, threatened against the Issuer,
affecting the existence of the Issuer or the titles of its officers to their respective offices,
or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the
Bonds or the receipt, levying or collection of the Ad Valorem Tax Revenues (as defined
5
in the Bond Resolution) or the construction or operation of the Project pursuant to the
Bond Resolution or in any way contesting or affecting the validity or enforceability of the
Bonds, the Issuer Documents, or contesting the exclusion from gross income of interest
on the Bonds for federal income tax purposes or state tax purposes, or contesting in any
way the completeness or accuracy of the Preliminary Official Statement or the Oficial
Statement or any supplement or amendment thereto, or contesting the powers of the
Issuer or any authority for the issuance of the Bonds,the adoption of the Bond Resolution
or the execution and delivery of the Issuer Documents, nor, to the best knowledge of the
Issuer, is there any basis therefor, wherein an unfavorable decision, ruling or fording
would materially adversely affect the validity or enforceability of the Bonds or the Issuer
Documents;
(h) As of the date thereof, the Preliminary Official Statement did not contain any
untrue statement of a material fact or omit to state a material fact 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;
(i) At the time of the Issuer's acceptance hereof and (unless the Official Statement is
amended or supplemented pursuant to paragraph (d) of Section 3 of this Agreement) at all
times subsequent thereto during the period up to and including the date of Closing, the
Oficial Statement(excepting the caption "THE BONDS - Book-Entry Only System" and
any information describing the Insurer and the Financial Guaranty Insurance Policy as to
which no representation is made) does not and will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were made,
not misleading;
0) If the Official Statement is supplemented or amended pursuant to paragraph (d) of
Section 3 of this Agreement, at the time of each supplement or amendment thereto and
(unless subsequently again supplemented or amended pursuant to such paragraph) at all
times subsequent thereto during the period up to and including the date of Closing the
Official Statement as so supplemented or amended will not contain any untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under which
made, not misleading;
(k) The Issuer will apply, or cause to be applied, the proceeds from the sale of the
Bonds as provided in and subject to all of the terms and provisions of the Bond
Resolution and not to take or omit to take any action which action or omission will
adversely affect the exclusion from gross income for federal income tax purposes or state
tax purposes of the interest on the Bonds;
(1) The Issuer will furnish such information and execute such instruments and take
such action in cooperation with the Underwriter as it may reasonably request (A) to (y)
qualify the Bonds for offer and sale under the Blue Sky or other securities laws and
regulations of such states and other jurisdictions in the United States as the Underwriter
may designate and (z) determine the eligibility of the Bonds for investment under the
6
laws of such states and other jurisdictions and (B) to continue such qualifications in effect
so long as required for the distribution of the Bonds (provided, however, that the Issuer
will not be required to qualify as a foreign corporation or to file any general or special
consents to service of process under the laws of any jurisdiction) and will advise the
Underwriter immediately of receipt by the Issuer of any notification with respect to the
suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or
threat of any proceeding for that purpose;
(m) The financial statements of, and other financial information regarding the Issuer,
in the Official Statement fairly present the financial position and results of the Issuer as
of the dates and for the periods therein set forth. Prior to the Closing, there will be no
adverse change of a material nature in such financial position, results of operations or
condition, financial or otherwise, of the Issuer.
(n) Prior to the Closing the Issuer will not offer or issue any bonds, notes or other
obligations for borrowed money or incur any material liabilities, direct or contingent,
payable from or secured by any of the revenues or assets which will secure the Bonds
without the prior approval of the Underwriter;
(o) Any certificate, signed by any official of the Issuer authorized to do so in
connection with the transactions contemplated by this Agreement, shall be deemed a
representation and warranty by the Issuer to the Underwriter as to the statements made
therein;
5. Closing.
(a) At 10:00 am. Eastern Daylight Time, on August_, 2004, or at such other time
and date as shall have been mutually agreed upon by the Issuer and the Underwriter (the
"Closing" and/or the "Closing Date"), the Issuer will, subject to the terms and conditions
hereof, deliver the Bonds to the Underwriter duly executed and authenticated, together
with the other documents hereinafter mentioned, and the Underwriter will, subject to the
terms and conditions hereof, accept such delivery and pay the purchase price of the
Bonds as set forth in Section I of this Agreement by wire transfer payable in immediately
available funds to the order of the Issuer. Payment for the Bonds as aforesaid shall be
made at the offices of Bond Counsel, or such other place as shall have been mutually
agreed upon by the Issuer and the Underwriter.
(b) Delivery of the Bonds shall be made to The Depository Trust Company, New
York, New York. The Bonds shall be delivered in definitive fully registered form,
bearing CUSIP numbers without coupons, with one Bond for each maturity of the Bonds,
registered in the name of Cede & Co., all as provided in the Bond Resolution, and shall
be made available to the Underwriter at least one business day before the Closing for
purposes of inspection.
6. Closing Conditions.
The Underwriter has entered into this Agreement in reliance upon the representations,
warranties and agreements of the Issuer contained herein, and in reliance upon the
7
representations, warranties and agreements to be contained in the documents and instruments to
be delivered at the Closing and upon the performance by the Issuer of its obligations hereunder,
both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter's
obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds
shall be conditioned upon the performance by the Issuer of its obligations to be performed
hereunder and under such documents and instruments at or prior to the Closing, and shall also be
subject to the following additional conditions, including the delivery by the Issuer of such
documents as are enumerated herein, in form and substance reasonably satisfactory to the
Underwriter:
(a) The representations and warranties of the Issuer contained herein shall be true,
complete and correct on the date hereof and on and as of the date of the Closing, as if
made on the date of the Closing;
(b) The Issuer shall have performed and complied with all agreements and conditions
required by this Agreement to be performed or complied with by it prior to or at the
Closing;
(c) At the time of the Closing, (i) the Issuer Documents and the Bonds shall be in full
force and effect in the form heretofore approved by the Underwriter and shall not have
been amended, modified or supplemented, and the Official Statement shall not have been
supplemented or amended, except in any such case as may have been agreed to by the
Underwriter; and (ii) all actions of the Issuer required to be taken by the Issuer shall be
performed in order for Bond Counsel, Issuer's Counsel and Disclosure Counsel to deliver
their respective opinions referred to hereafter;
(d) At or prior to the Closing, the Bond Resolution shall have been duly adopted and
executed by the Issuer and the Issuer shall have duly executed and delivered and the
registrar shall have duly authenticated the Bonds;
(e) At or prior to the Closing, the Financial Guaranty Insurance Policy shall have
been duly executed,issued and delivered by the Insurer;
(f) At the time of the Closing, there shall not have occurred any change or any
development involving a prospective change in the condition, financial or otherwise, or in
the revenues or operations of the Issuer, from that set forth in the Official Statement that
in the judgment of the Underwriter, is material and adverse and that makes it, in the
judgment of the Underwriter, impracticable to market the Bonds on the terms and in the
manner contemplated in the Official Statement;
(g) The Issuer shall not have failed to pay principal or interest when due on any of its
outstanding obligations for borrowed money;
(h) All steps to be taken and all instruments and other documents to be executed, and
all other legal matters in connection with the transactions contemplated by this
Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter;
8
(i) At or prior to the Closing, the Underwriter shall have received copies of each of
the following documents:
(1) The Official Statement, and each supplement or amendment thereto, if
any, executed on behalf of the Issuer by its Mayor, Village Manager and Chief
Financial Officer, or such other officials as may have been agreed to by the
Underwriter, and the reports and audits referred to or appearing in the Official
Statement;
(2) The Bond Resolution with such supplements or amendments as may have
been agreed to by the Underwriter;
(3) The Certificate of the Issuer which satisfies the requirements of section
(b)(5)(i) of the Rule;
(4) the approving opinion of Bond Counsel with respect to the Bonds, in
substantially the form attached to the Official Statement;
(5) a supplemental opinion of Bond Counsel addressed to the Underwriter,
substantially to the effect that:
(i) the Bond Resolution has been duly adopted and is in full force and
effect;
(ii) the Bonds are exempted securities under the Securities Act of
1933, as amended (the "1933 Act"), and the Trust Indenture Act of 1939,
as amended (the "Trust Indenture Act") and it is not necessary, in
connection with the offering and sale of the Bonds, to register the Bonds
under the 1933 Act or to qualify the Bond Resolution under the Trust
Indenture Act; and
(iii) the statements and information contained in the Official Statement
under the captions "THE BONDS" (excepting the subcaption entitled
"Book-Entry System" as to which no opinion need be expressed),
"SECURITY FOR THE BONDS" to the extent such information purports
to be a description or summaries of the Bond Resolution and the Bonds,
constitute correct accurate statements of the matters set forth in such
documents and the information under the heading "TAX MATTERS" is
correct.
(6) An opinion, dated the date of the Closing of Greenberg Traurig, P.A.
("Disclosure Counsel") addressed to the Issuer with a reliance letter addressed to
the Underwriter substantially to the effect that:
(i) the Bonds are exempt securities under the 1933 Act and the Trust
Indenture Act and it is not necessary, in connection with the offering and
sale of the Bonds, to register the Bonds under the 1933 Act and the Bond
Resolution need not be qualified under the Trust Indenture Act; and
9
(ii) based upon their participation in the preparation of the Official
Statement as Disclosure Counsel and their participation at conferences at
which the Official Statement was discussed, but without having
undertaken to determine independently the accuracy, completeness or
fairness of the statements contained in the Official Statement, such
counsel has no reason to believe that the Official Statement contains any
untrue statement of a material fact or omits to state a material fact
necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading (except for any financial,
forecast, technical and statistical statements and data included in the
Official Statement and the information regarding the Depository and its
book-entry system and information regarding the Insurer, in each case as
to which no view need be expressed);
(7) An opinion of Genovese Joblove & Battista, PA ("Issuer's Counsel")
addressed to the Underwriter,to the effect that:
(i) The Issuer is a municipal corporation of the State duly created,
organized and existing under the laws of the State, specifically the
Constitution of the State, Chapter 166, Florida Statutes, as amended, and
the Miami Shores Village Charter, as amended, and has full legal right,
power and authority under the Act and the Bond Resolution (A) to enter
into, execute and deliver the Issuer Documents and all documents required
hereunder and thereunder to be executed and delivered by the Issuer, (B)
to sell, issue and deliver the Bonds to the Underwriter as provided herein,
and (C) to carry out and consummate the transactions contemplated by the
Issuer Documents, and the Official Statement;
(ii) By all necessary official action of the Issuer prior to or
concurrently with the acceptance hereof, the Issuer has duly authorized all
necessary action to be taken by it for (A) the adoption of the Bond
Resolution and the issuance and sale of the Bonds, (B) the approval,
execution. and delivery of, and the performance by the Issuer of the
obligations on its part, contained in the Bonds, the Issuer Documents, and
(C) the consummation by it of all other transactions contemplated by the
Official Statement, the Issuer Documents and any and all such other
agreements and documents as may be required to be executed, delivered
and/or received by the Issuer in order to carry out, give effect to, and
consummate the transactions contemplated herein and in the Official
Statement;
(iii) The Bond Resolution was duly and validly adopted by the Issuer
and is in full force and effect; the Bond Resolution and all other
proceedings pertinent to the validity and enforceability of the Bonds and
the collection, levying and receipt of the Ad Valorem Tax Revenues have
been duly and validly adopted or undertaken in compliance with all
10
applicable procedural requirements of the Issuer and in compliance with
the Constitution and laws of the State, including the Act;
(iv) The Issuer Documents have been duly authorized, executed and
delivered by the Issuer, and constitute legal, valid and binding obligations
of the Issuer enforceable against the Issuer in accordance with their
respective terms, except to the extent limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws and equitable principles
of general application relating to or affecting the enforcement of creditors'
rights; and the Bonds, when issued, delivered and paid for, in accordance
with the Bond Resolution and this Agreement, will constitute legal, valid
and binding obligations of the Issuer entitled to the benefits of the Bond
Resolution and enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization,moratorium and other similar laws
and principles of equity relating to or affecting the enforcement of
creditors' rights; upon the issuance, authentication and delivery of the
Bonds as aforesaid, the Bond Resolution will provide, for the benefit of
the holders, from time to time, of the Bonds, the legally valid and binding
pledge of and lien it purports to create as set forth in the Bond Resolution;
(v) The distribution of the Preliminary Official Statement and the
Official Statement has been duly authorized by the Issuer;
(vi) All authorizations, approvals, licenses, permits, consents and
orders of any governmental authority, legislative body, board, agency or
commission having jurisdiction of the matter which are required for the
due authorization of, which would constitute a condition precedent to, or
the absence of which would materially adversely affect the due
performance by the Issuer of its obligations under the Issuer Documents
and the Bonds have been obtained;
(vii) Issuer's counsel is aware of no legislation, action, suit, proceeding,
inquiry or investigation, at law or in equity, before or by any court,
government agency, public board or body, pending or, to the best
knowledge of the Issuer, after due inquiry threatened against the Issuer,
affecting the corporate existence of the Issuer or the titles of its officers to
their respective offices, or affecting or seeking to prohibit, restrain or
enjoin the sale, issuance or delivery of the Bonds or the levying, receipt
and collection of the Ad Valorem Tax Revenues (as defined in the Bond
Resolution) pursuant to the Bond Resolution or in any way contesting or
affecting the validity or enforceability of the Bonds,the Issuer Documents,
or contesting the exclusion from gross income of interest on the Bonds for
federal income tax purposes or state tax purposes, or contesting in any
way the completeness or accuracy of the Preliminary Official Statement or
the Official Statement or any supplement or amendment thereto, or
contesting the powers of the Issuer or any authority for the issuance of the
Bonds, the adoption of the Bond Resolution or the execution and delivery
11
of the Issuer Documents, nor, to the best knowledge of the Issuer, is there
any basis therefor, wherein an unfavorable decision, ruling or finding
would materially adversely affect the validity or enforceability of the
Bonds,or the Issuer Documents;
(viii) The execution and delivery of the Issuer Documents and
compliance by the Issuer with the provisions hereof and thereof, under the
circumstances contemplated herein and therein, will not conflict with or
constitute on the part of the Issuer a material breach of or a default under
any agreement or instrument to which the Issuer is a party, or violate any
existing law, administrative regulation, court order, or consent decree to
which the Issuer is subject; and
(ix) Based on the examination which such counsel has caused to be
made and its participation at conferences at which the Preliminary Oficial
Statement and the Official Statement were discussed, nothing has come to
his attention to lead him to believe that the information contained in the
Oficial Statement relating to the Village (except financial and statistical
information thereof as to which no opinion is expressed), as to legal
matters only, contains any untrue statement of material fact or omits to
state any material fact required to be stated therein or necessary to make
the statements therein, in light of circumstances under which they were
made,not misleading;
(8) A certificate, dated the date of Closing, of the Issuer to the effect that (i)
the representations and warranties of the Issuer contained herein are true and
correct in all material respects on and as of the date of Closing as if made on the
date of Closing; (ii) no litigation or proceeding against it is pending or, to its
knowledge, threatened in any court or administrative body nor is there a basis for
litigation which would (a) contest the right of the commissioners or officials of
the Issuer to hold and exercise their respective positions, (b) contest the due
organization and valid existence of the Issuer, (c) contest the validity, due
authorization and execution of the Bonds or the Issuer Documents or (d) attempt
to limit, enjoin or otherwise restrict or prevent the Issuer from functioning and
collecting revenues, including payments on the Bonds, pursuant to the Bond
Resolution, and other income or the anticipated receipt of the Ad Valorem Tax
Revenues or the pledge under the Bond Resolution; (iii) the resolutions of the
Issuer authorizing the execution, delivery and/or performance of the Official
Statement,the Bonds and Issuer Documents have been duly adopted by the Issuer,
are in full force and effect and have not been modified, amended or repealed, and
(iv) to the best of its knowledge, no event affecting the Issuer has occurred since
the date of the Oficial Statement which should be disclosed in the Official
Statement for the purpose for which it is to be used or which it is necessary to
disclose therein in order to make the statements and information therein, in light
of the circumstances under which made, not misleading in any respect as of the
time of Closing, and the information contained in the Official Statement is correct
in all material respects and, as of the date of the Official Statement did not, and as
12
of the date of the Closing does not, 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 made therein, in the light of the circumstances under which they
were made,not misleading;
(9) A certificate of the Issuer in form and substance satisfactory to Bond
Counsel (a) setting forth the facts, estimates and circumstances in existence on the
date of the Closing, which establish that it is not expected that the proceeds of the
Bonds will be used in a manner that would cause the Bonds to be "arbitrage
bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986,
as amended (the "Code"), and any applicable regulations (whether final,
temporary or proposed), issued pursuant to the Code, and (b) certifying that to the
best of the knowledge and belief of the Issuer there are no other facts, estimates or
circumstances that would materially change the conclusions, representations and
expectations contained in such certificate;
(10) Any other certificates and opinions required by the Bond Resolution for
the issuance thereunder of the Bonds;
(11) Evidence satisfactory to the Underwriter that the Bonds have been rated
by Moody's Investor Service, as described in the Official Statement, and that all
such ratings are in effect as of the date of Closing; and
(12) Such additional legal opinions, certificates, instruments and other
documents as the Underwriter may reasonably request to evidence the truth and
accuracy, as of the date hereof and as of the date of the Closing, of the Issuer's
representations and warranties contained herein and of the statements and
information contained in the Official Statement and the due performance or
satisfaction by the Issuer on or prior to the date of the Closing of all the respective
agreements then to be performed and conditions then to be satisfied by the Issuer.
(13) A copy of the Financial Guaranty Insurance Policy together with an
opinion of counsel to the Insurer in form and substance satisfactory to the
Underwriter;
(14) A certificate of the Insurer with respect to the accuracy of statements
contained in the Official Statement regarding the Financial Guaranty Insurance
Policy and the Insurer and the due authorization execution issuance and delivery
of the Financial Guaranty Insurance Policy;
All of the opinions, letters, certificates, instruments and other documents mentioned
above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions
hereof if, but only if,they are in form and substance satisfactory to the Underwriter.
If the Issuer shall be unable to satisfy the conditions to the obligations of the Underwriter
to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the
obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall
be terminated for any reason permitted by this Agreement, this Agreement shall terminate and
13
neither the Underwriter nor the Issuer shall be under any further obligation hereunder, except
that the respective obligations of the Issuer and the Underwriter set forth in Section 9(c) hereof
shall continue in full force and effect.
7. Reserved.
8. Termination.
The Underwriter shall have the right to cancel its obligation to purchase the Bonds.if,
between the date of this Agreement and the Closing, the market price or marketability of the
Bonds shall be materially adversely affected, in the sole judgment of the Underwriter, by the
occurrence of any of the following:
(a) legislation shall be enacted by or introduced in the Congress of the United States
or recommended to the Congress for passage by the President of the United States, or the
Treasury Department of the United States or the Internal Revenue Service or any member
of the Congress or the State legislature or favorably reported for passage to either House
of the Congress by any committee of such House to which such legislation has been
referred for consideration, a decision by a court of the United States or of the State or the
United States Tax Court shall be rendered, or an order, ruling, regulation (final,
temporary or proposed), press release, statement or other form of notice by or on behalf
of the Treasury Department of the United States, the Internal Revenue Service or other
governmental agency shall be made or proposed, the effect of any or all of which would
be to impose, directly or indirectly, federal income taxation or state taxation, upon
revenues or other income of the general character to be derived by the Issuer pursuant to
the Bond Resolution, or upon interest received on obligations of the general character of
the Bonds or, with respect to state taxation, of the interest on the Bonds as described in
the Official Statement, or other action or events shall have transpired which may have the
purpose or effect, directly or indirectly, of changing the federal income tax consequences
or state tax consequences of any of the transactions contemplated herein;
(b) legislation introduced in or enacted (or resolution passed) by the Congress or an
order, decree, or injunction issued by any court of competent jurisdiction, or an order,
ruling, regulation (final, temporary, or proposed), press release or other form of notice
issued or made by or on behalf of the Securities and Exchange Commission, or any other
governmental agency having jurisdiction of the subject matter, to the effect that
obligations of the general character of the Bonds, including any or all underlying
arrangements, are not exempt from registration under or other requirements of the 1933
Act, or that the Bond Resolution is not exempt from qualification under or other
requirements of the Trust Indenture Act, or that the issuance, offering, or sale of
obligations of the general character of the Bonds, including any or all underlying
arrangements, as contemplated hereby or by the Oficial Statement or otherwise, is or
would be in violation of the federal securities law as amended and then in effect;
(c) any state blue sky or securities commission or other governmental agency or body
shall have withheld registration, exemption or clearance of the offering of the Bonds as
described herein, or issued a stop order or similar ruling relating thereto;
14
(d) a general suspension of trading in securities on the New York Stock Exchange or
the American Stock Exchange, the establishment of minimum prices on either such
exchange, the establishment of material restrictions (not in force as of the date hereof)
upon trading securities generally by any governmental authority or any national securities
exchange, a general banking moratorium declared by federal, State of New York, or State
officials authorized to do so;
(e) the New York Stock Exchange or other national securities exchange or any
governmental authority, shall impose, as to the Bonds or as to obligations of the general
character of the Bonds, any material restrictions not now in force, or increase materially
those now in force, with respect to the extension of credit by, or the charge to the net
capital requirements of, Underwriter;
(f) any amendment to the federal or state Constitution or action by any federal or
state court, legislative body, regulatory body, or other authority materially adversely
affecting the tax status of the Issuer, its property, income securities (or interest thereon),
or the validity or enforceability of the Issuer covenants under the Bond Resolution;
(g) any event occurring, or information becoming known which, in the judgment of
the Underwriter, makes untrue in any material respect any statement or information
contained in the Official Statement, or has the effect that the Official Statement contains
any untrue statement of material fact or omits 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;
(h) there shall have occurred since the date of this Agreement any materially adverse
change in the affairs or financial condition of the Issuer, except for changes which the
Official Statement discloses are expected to occur;
(i) the United States shall have become engaged in hostilities which have resulted in
a declaration of war or a national emergency or there shall have occurred any other
outbreak or escalation of hostilities or a national or international calamity or crisis,
financial or otherwise;
0) any fact or event shall exist or have existed that, in the Underwriter's judgment,
requires or has required an amendment of or supplement to the Official Statement;
(k) there shall have occurred any downgrading, or any notice shall have been given of
any intended or potential downgrading;
(1) the purchase of and payment for the Bonds by the Underwriter, or the resale of the
Bonds by the Underwriter, on the terms and conditions herein provided shall be
prohibited by any applicable law, governmental authority, board, agency or commission;
and
(m) the appeal is filed in the validation proceedings for the Bonds.
15
9. Expenses.
(a) The Underwriter shall be under no obligation to pay, and the Issuer shall pay, any
expenses incident to the performance of the Issuer's obligations hereunder, including, but
not limited to (i) the cost of preparation and printing of the Bonds, (ii) the fees and
disbursements of Bond Counsel/Disclosure Counsel and Issuer's Counsel and; (iii) the
fees and disbursements of any other engineers, financial advisors, accountants, and other
experts, consultants or advisers retained by the Issuer; and (v) the fees for bond ratings
and Financial Guaranty Insurance Policy.
(b) The Underwriter shall pay (i) the cost of preparation and printing of this
Agreement and the Official Statement; (ii) all advertising expenses in connection with the
public offering of the Bonds; and (iii) all other expenses incurred by them in connection
with the public offering of the Bonds.
(c) If this Agreement shall be terminated by the Underwriter because of any failure or
refusal on the part of the Issuer to comply with the terms or to fulfill any of the conditions
of this Agreement, or if for any reason the Issuer shall be unable to perform its
obligations under this Agreement, the Issuer will reimburse the Underwriter for all out-
of-pocket expenses reasonably incurred by the Underwriter in connection with this
Agreement or the offering contemplated hereunder.
10. Notices.
Any notice or other communication to be given to the Village under this Agreement may
be given by delivering the same to the Village Manager of Miami Shores Village, Florida at
100050 NE Second Avenue, Miami Shores Village, FL -33138-2382, and any such notice or
other communication to be given to the Underwriter may be mailed to RBC Dain Rauscher Inc.,
100 2nd Avenue South, Suite 800, St. Petersburg, Florida 33701,Attention: Kevin Conitz.
11. Parties in Interest.
This Agreement as heretofore specified shall constitute the entire agreement between us
and is made solely for the benefit of the Issuer and the Underwriter (including successors or
assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by
virtue hereof. This Agreement may not be assigned by the Issuer. All of the Issuer's
representations, warranties and agreements contained in this Agreement shall remain operative
and in full force and effect, regardless of(i) any investigations made by or on behalf of any of
the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Agreement; and (iii)
any termination of this Agreement.
12. Effectiveness.
This Agreement shall become effective upon the acceptance hereof by the Issuer and
shall be valid and enforceable at the time of such acceptance.
16
13. Choice of Law.
This Agreement shall be governed by and construed in accordance with the law of the
State.
14. Severability.
If any provision of this Agreement shall be held or deemed to be or shall, in fact, be
invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or
jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution,
statute, rule of public policy, or any other reason, such circumstances shall not have the effect of
rendering the provision in question invalid, inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions of this Agreement invalid,
inoperative or unenforceable to any extent whatever.
15. Business Day.
For purposes of this Agreement, "business day" means any day on which the New York
Stock Exchange is open for trading.
16. Truth-In-Bonding Statement.
The Bonds are being issued for the purpose of financing the design, development, and
construction of a charter middle/high school to be known as Doctors Charter School of Miami
Shores to be located within the Village (the "Project"), and to pay certain costs of issuance of the
Series 2004 Bonds including the Financial Guaranty Insurance Policy premiums, and are
expected to be repaid over a period of approximately _ years. At a true interest cost rate of
%, total interest paid over the life of the Bonds will be $ . As more fully
described in the Bond Resolution, the source of repayment or security for the Bonds are the
Pledged Funds which consist of (1) Ad Valorem Taxes to pay debt service on the Bonds
budgeted and appropriated by the Village in accordance with the Bond Resolution and deposited
into the Debt Service Fund, and (2) until applied in accordance with the provisions of the Bond
Resolution, all moneys, including the investments thereof, in the funds and accounts established
under the Bond Resolution, with the exception of the Rebate Fund. Authorizing the Bonds will
result in a maximum of$ of such Pledged Funds not being available to finance other
services of the Village each year over the approximately_year period.
17. Section Headings.
Section headings have been inserted in this Agreement as a matter of convenience of
reference only, and it is agreed that such section headings are not a part of this Agreement and
will not be used in the interpretation of any provisions of this Agreement.
18. Counterparts.
This Agreement may be executed in several counterparts each of which shall be regarded
as an original (with the same effect as if the signatures thereto and hereto were upon the same
document) and all of which shall constitute one and the same document.
17
If you agree with the foregoing, please sign the enclosed counterpart of this Agreement and
return it to the Underwriter. This Agreement shall become a binding agreement between you and
the Underwriter when at least the counterpart of this letter shall have been signed by or on behalf
of each of the parties hereto.
Respectfully submitted,
RBC Dain Rauscher Inc.
By:
Name Kevin Conitz
Title Managing Director
Date August_, 2004
18
ACCEPTANCE
ACCEPTED this day of August, 2004.
(SEAL) MIAMI SHORES VILLAGE, FLORIDA
ATTEST: By:
James McCoy,Mayor
By: By:
Barbara Estep, Village Clerk Thomas J. Benton,Village Manager
Approved as to form:
City Attorney
19
EXHIBIT A
$5,000,000
Miami Shores Village, Florida
General Obligation Bonds, Series 2004
Maturity Type of Maturity Dollar
(August 1) Bond Coupon Yield Value Price Price
2005 Serial
2006 Serial
2007 Serial
2008 Serial
2009 Serial
2010 Serial
2011 Serial
2012 Serial
2013 Serial
2014 Serial
2015 Serial
2016 Serial
2017 Serial
2018 Serial
2019 Serial
2020 Serial
2021 Serial
2022 Serial
A-1
2024 Term
2028 Term
2033 Term
Redemption Provisions
Optional Redem tion. The Bonds maturing on August 1 of the years 2015 and thereafter
shall be subject to redemption prior to their maturity, at the option of the Village on or after
August 1, 2014, as a whole or in part at any time, and if in part as selected by the Village among
maturities and by lot within a maturity, at a redemption price of 100% of the principal amount
thereof plus accrued interest from the most recent interest payment date to the redemption date.
Mandatory Redemption. The term Bonds maturing on August 1, 20_ are subject to
mandatory sinking fund redemption prior to maturity, in part and selected by lot, at a redemption
price of 100% of the principal amount thereof, on August 1, 20 in the following principal
amounts:
Date
(August 1 Principal Amount
20 $
20—*
*Final Maturity.
The term Bonds maturing on August 1, 20_ are subject to mandatory sinking fund
redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of the
principal amount thereof, on August 1, 20_and on August 1, 20 in the following principal
amounts:
Date
(August 1) Principal Amount
20 $
20
20
*Final Maturity.
A-2
The term Bonds maturing on August 1,20_are subject to mandatory sinking fund
redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of the
principal amount thereof, on August 1, 20_and on each of the following August 1 in the
following principal amounts:
Date
(August 1 Principal Amount
20 $
20
20
20
20—*
*Final Maturity.
A-3
EXHIBIT B
Disclosure Letter pursuant to Section 218.385, Florida Statutes
August_,2004
Members of the Village Council
Miami Shores Village,Florida
Re: $5,000,000 Miami Shores Village,Florida General Obligation Bonds, Series 2004
Ladies and Gentlemen:
In connection with the proposed issuance by the Miami Shores Village, Florida (the
"Village"), of$5,000,000 in aggregate principal amount of its General Obligation Bonds, Series
2004, referred to above (the "Bonds"), RBC Dain Rauscher Inc. (the "Underwriter") is preparing
to underwrite a public offering of the Bonds. Arrangements for underwriting the Bonds will
include a Bond Purchase Agreement (the "Agreement") between the Village and the Underwriter
that will embody the negotiations in respect thereof.
The purpose of this letter is to have the Underwriter furnish to the Village, pursuant to the
provisions of Section 218.385(6), Florida Statutes, certain information in respect of the
arrangements contemplated for the underwriting of the Bonds as follows:
(a) The nature and estimated amounts of expenses to be incurred by the Underwriter
in connection with the purchase and offering of the Bonds are set forth in Schedule I
attached hereto.
(b) The Underwriter has employed no "finders", as defined in Section 218.386,
Florida Statutes, as amended, connected with the issuance 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 Underwriter and the price to be paid to the
Village for the Bonds exclusive of original issue discount and accrued interest in both
cases) will be approximately $_ per $1,000 par value of the principal amount of the
Bonds.
(d) Based on and as part of the estimated underwriting spread set forth in paragraph
(c)above,the Underwriter will charge a management fee of$0.00 per$1,000 par value of
the principal amount of the Bonds.
(e) There is no other fee, bonus or other compensation to be paid by the Underwriter
in connection with the issuance of the Bonds to any person not regularly employed or
retained by the Underwriter, except as specifically enumerated as expenses referred to in
paragraph (a) above to be incurred by the Underwriter as set forth in Schedule I attached
hereto.
B-1
(f) The name and corporate headquarters address of the Underwriter is:
RBC Dain Rauscher Inc.
100 2nd Avenue South, Suite 800
St. Petersburg, Florida 33701
We understand that you do not require any further disclosure from the Underwriter
pursuant to Section 218.385,Florida Statutes, as amended.
Very truly yours,
RBC Dain Rauscher Inc.
By:
Kevin Conitz, Managing Director
B-2
Schedule I
ESTIMATED EXPENSES
Underwriting& Issuance Expenses $
Total Average Takedown
Total Underwriters Expenses
Communications, Travel & Out-of-Pocket
CUSIP/DTC/DalnetBMA
Day Loan
TOTAL UNDERWRITING SPREAD $
orl-srv01\MIRENDAS\366840v04\7/13/04\3:50:OOPM
EXHIBIT B
FORM OF PRELIMINARY OFFICIAL STATEMENT
PRELIMIN • nY OFFICIAL STATEMENT DATED JU' "_, 2004
NEW ISSUE–BOOK-ENTRY ONLY RATINGS: MOODY'S: —
In the opinion of Bond Counsel, assuming continuing compliance by the Village with certain tax covenants,
1P 0
interest on the Bonds is excluded from gross income for Federal income tax purposes under existing statutes,
1 regulations, rulings and court decisions. Bond Counsel is further of the opinion that the Bonds and interest thereon
are exempt from taxation under the laws of the State of Florida, except as to estate taxes and taxes imposed by
Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, as defined in
said Chapter 220. The Village has designated the Bonds as "qualified tax-exempt obligations"pursuant to Section
E =
herein.
265(b)(3)of the Internal Revenue Code of 1986, as amended. See "TAX MATTERS"
� o
$5,000,000*
o M14W SHORES VILLAGE,FLORIDA
. General Obligation Bonds,Series 2004
� a
ro
Dated:August 1,2004 Due:August 1,as shown below
E The Miami Shores Village,Florida(the"Village")General Obligation Bonds, Series 2004(the'Bonds")will be initially
delivered in book-entry form, registered in the name of Cede&Co., as nominee of The Depository Trust Company,New York,
a New York("DTC"),which will act as securities depository for the Bonds. Purchasers will not receive certificates representing
£ .2 their ownership interest in the Bonds purchased. Interest on the Bonds will accrue from the dated date and is payable
o semiannually on February 1,2005 and each February 1 and August 1 thereafter. See"TILE BONDS-Book-Entry Only System."
g g Wachovia Bank,National Association,with a designated corporate trust office in Miami,Florida, is acting as Paying Agent and
Bond Registrar(the"Paying Agent"or"Bond Registrar")for the Bonds.
� U
O
" The Bonds are being issued to provide funds to(i)pay a portion of the costs of the design,development and construction
of a Village charter middle/high school(the "Project")and(ii)pay the costs of issuance of the Bonds, including a premium for a
financial guaranty insurance policy.
N
THE BONDS ARE PAYABLE SOLELY FROM AND SECURED BY A PLEDGE OF THE FULL FAITH,
a CREDIT AND TAXING POWER OF THE VII.LAGE. A DIRECT ANNUAL TAX SHALL BE LEVIED, WITHOUT
a
LIMITATION AS TO RATE OR AMOUNT, UPON ALL TAXABLE PROPERTY WITHIN THE VILLAGE
o
SUFFICIENT, TOGETHER WITH OTHER AVAILABLE MONEYS, TO MAKE PAYMENTS OF THE PRINCIPAL
2 .4 OF AND INTEREST ON THE BONDS. SUCH TAXES SHALL BE LEVIED AND COLLECTED AT THE SAME
5.T
TIME, AND IN THE SAME MANNER, AS OTHER AD VALOREM VILLAGE TAXES ARE ASSESSED, LEVIED
9 AND COLLECTED. NEITHER THE FULL FAITH AND CREDIT NOR THE AD VALOREM TAXING POWER OF
.N THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION OR AGENCY THEREOF, EXCEPT THE FULL
o FAITH AND CREDIT AND THE TAXING POWER OF THE VILLAGE, IS PLEDGE TO THE PAYMENT OF THE
PRINCIPAL OF AND INTEREST ON THE BONDS.
Payment of the principal of and interest on all of the Bonds, when due,will be insured by a financial guaranty insurance
8 policy to be issued by Ambac Assurance Corporation simultaneously with the delivery of the Bonds. See "FINANCIAL
.0 GUARANTY INSURANCE POLICY"herein.
AMBAC LOGO
9 The Bonds are subject to redemption as provided in this Official Statement. See "THE BONDS - Redemption
5 ° Provisions"herein.
O T
MATURITIES,AMOUNTS,INTEREST RATES,YIELDS
$ Serial Bonds
U_ O .a
maturity(August 1) Prindoal Amount Merest Rate Yield
2 2005
`-' 2006
2007
a o 0
H N v 2008
F - 2009
2010
od-xv01\WATKINSM \364697v02\B44P02_DOC\6/24/04\1238:WPM\68513.010100
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
$ %Term Bonds due August 1,20_Yield %
$ %Term Bonds due August 1,20_Yield %
$ %Term Bonds due August 1,20_Yield %
This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read
the entire Official Statement to obtain information essential to making an informed investment decision.
The Bonds are offered when, as and if issued and accepted by the Underwriters subject to the unqualified approval of legality
by Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel. Certain legal matters will be passed upon for the Village by its
counsel, Genovese Joblove&Battista, P.A.. It is expected that the Bonds will be available for delivery through DTC in New York on
or about August—, 2004.
RBC DAIN RAUSCHER
Dated .2004
orl-srv01\W ATKINSM\.364697vO2\B44P02 .DOC\6/24/04\12:38:OOPM\68513.010100
*Preliminary,subject to change
MIAMI SHORES VILLAGE, FLORIDA
VILLAGE COUNCIL
James McCoy, Mayor
Herta Holly, Vice Mayor
Councilmembers
Al Davis
Greg Ullman
Edward Quinton
VILLAGE MANAGER
Thomas J. Benton
CHIEF FINANCIAL OFFICER
Mark A. Malatak, CPA
COUNSEL TO THE VILLAGE
Richard Sarafan, Esq.
Genovese Joblove& Battista,P.A.
BOND COUNSEL
Greenberg Traurig, P.A.
Orlando, Florida
PAYING AGENT& REGISTRAR
Wachovia Bank,National Association
Miami, Florida
orl-srv01\WATKINSM\364697v02\B44P02 .DOC\624/04\12:38:OOPM\68513.010100
The Underwriter has provided the following sentence for inclusion in this Official
Statement. The Underwriter has reviewed the information in this Official Statement in
accordance with, and as part of, its responsibilities to investors under the federal securities laws
as applied to the facts and circumstances of this transaction, but the Underwriter does not
guarantee the accuracy or completeness of such information.
No dealer, broker, salesman or other person has been authorized by the Village or the
Underwriter to give any information or to make any representations with respect to the 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 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 Miami Shores Village, 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 Underwriter or the
Village. 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 Village since the date hereof.
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 Oficial Statement. Any
representation to the contrary is a criminal offense.
THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL
BY THE VILLAGE FOR PURPOSES OF RULE 15C2-12 ISSUED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN
INFORMATION PERMITTED TO BE OMITTED PURSUANT TO RULE 15C2-12(B)(1).
IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER
MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN
THE MARKET PRICE OF SUCH 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.
orl-srv01\WATKINSM\364697v02\B44P02 .DOC\6/24/04\12:38:OOPM\68513.010100
TABLE OF CONTENTS
Page
INTRODUCTION.......................................................................................................................... 1
PURPOSEOF THE BONDS.......................................................................................................... 2
THEPROJECT............................................................................................................................... 2
ESTIMATED SOURCES AND USES OF FUNDS...................................................................... 3
THEBONDS .................................................................................................................................. 4
Description of the Bonds ..........................................................................................................4
RedemptionProvisions.............................................................................................................4
Book-Entry Only System.......................................................................................................... 5
Registration, Transfer and Exchange........................................................................................ 7
SECURITY FOR THE BONDS..................................................................................................... 8
FINANCIAL GUARANTY INSURANCE POLICY.................................................................... 8
Ambac Assurance Corporation............................................................................................... 10
AvailableInformation............................................................................................................. 10
Incorporation of Certain Documents by Reference................................................................ 10
AD VALOREM TAXATION ...................................................................................................... 11
TaxAssessment...................................................................................................................... 11
TaxCollection......................................................................................................................... 12
DEBT SERVICE REQUIREMENTS........................................................................................... 16
LITIGATION................................................................................................................................ 16
TAXMATTERS........................................................................................................................... 17
General.................................................................................................................................... 17
FinancialInformation.............................................................................................................. 17
Original Issue Discount........................................................................................................... 18
UNDERWRITING....................................................................................................................... 18
RATINGS..................................................................................................................................... 18
LEGALMATTERS...................................................................................................................... 19
CONTINUING DISCLOSURE.................................................................................................... 19
GASB STATEMENT NO. 34 COMPLIANCE........................................................................... 19
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS .............................. 20
MISCELLANEOUS ..................................................................................................................... 20
CERTIFICATE CONCERNING THE OFFICIAL STATEMENT............................................. 20
(i)
APPENDIX A GENERAL INFORMATION REGARDING THE CITY OF
MIAMI BEACH AND MIAMI-DADE COUNTY, FLORIDA.............A-1
APPENDIX B GENERAL PURPOSE FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED SEPTEMBER 30, 2003 ..................................B-1
APPENDIX C THE RESOLUTION............................................................................... C-1
APPENDIX D CONTINUING DISCLOSURE CERTIFICATE...................................D-1
APPENDIX E SPECIMEN COPY OF FINANCIAL GUARANTY INSURANCE
POLICY...................................................................................................E-1
APPENDIX F FORM OF APPROVING OPINION OF BOND COUNSEL.................F-1
(ii)
OFFICIAL STATEMENT RELATING TO
$5,000,000
NIIANII SHORES VILLAGE, FLORIDA
General Obligation Bonds,Series 2004
INTRODUCTION
The purpose of this Official Statement, including the cover page and all appendices, is to
furnish information with respect to the issuance and sale by Miami Shores Village, Florida (the
"Village") of $5,000,000 aggregate principal amount of its General Obligation Bonds, Series
2004 (the "Bonds"). On February 4, 2003, the Village Council of the Village (the "Council")
adopted Resolution No. 1061-03 calling for a referendum relating to the issuance of not to
exceed $5,000,000 of the Village's general obligation bonds to provide funds for the construction
of a charter school facility. An election was held on April 8, 2003 at which the issuance of the
Bonds was approved by the electorate. The Bonds are being issued pursuant to Resolution No.
adopted by the Council on July 20, 2004 (the "Resolution") and the Constitution and laws
of the State of Florida, including, without limitation, Article VII, Section 12 of the Constitution,
Chapter 166, Florida Statutes, as amended, and the Miami Shores Village Charter, as amended
(the "Act").
The Bonds will be payable from ad valorem taxes assessed, levied and collected, without
limitation as to rate or amount, on all taxable property within the corporate limits of the Village
(excluding exemptions as provided by applicable law). Such taxes shall be in addition to all
other taxes collected and shall be in an amount sufficient to pay the principal of and interest on
the Bonds as the same shall become due. The full faith, credit and taxing power of the Village
have been irrevocably pledged to the punctual payment of the principal of and interest on the
Bonds as the same shall become due and payable. See "AD VALOREM TAXATION" herein.
Payment of the principal of and interest on the Bonds when due will be insured by a
financial guaranty insurance policy to be issued by Ambac Assurance Corporation ("Ambac")
simultaneously with the delivery of the Bonds. See "FINANCIAL GUARANTY INSURANCE
POLICY" herein.
For a complete description of the terms and conditions of the Bonds, reference is made to
the proceedings authorizing the issuance of the Bonds. The description of the Bonds and of the
documents authorizing and securing the same contained herein constitute summaries of certain
provisions thereof, and do not purport to be comprehensive or complete. Reference is made to
the Resolution, a copy of which is attached hereto as APPENDIX C, and to such other
documents, copies of which are on file at the offices of the Village, for a more complete
description of such provisions. Copies of such documents, reports and statements referred to
herein that are not included in their entirety in this Official Statement may be obtained, upon
written request and payment to the Village of a charge for copying, mailing and handling, from
Preliminary, subject to change.
orl-srv01\WATKINSM\364697vO2\B44P02 .DOC\6/24/04\12:38:OOPM\68513.010100
Mark A. Malatak, CPA, Chief Financial Officer — Miami Shores Village, 10050 Northeast
Second Avenue, Miami Shores, Florida 33138-2382,Telephone: (3 05) 795-2209
PURPOSE OF THE BONDS
The Bonds are being issued to provide funds to (i) pay a portion of the costs of the
Project and (ii) pay the costs of issuance of the Bonds, including a premium for financial
guaranty insurance policy.
THE PROJECT
The Project consists of the design, development, and construction of a charter
middle/high school to be located within the Village and to be known as the Doctors Charter
School of Miami Shores. On January 15, 2004, the School Board of Miami-Dade County
approved the proposed charter for the middle/high school (the "Charter"). If not renewed or
extended,the Charter will remain in effect, until June 20,2020 or until earlier terminated.
On March 17, 2003, Barry University, Inc. ('Barry University") and the Village entered
into a Ground Lease Agreement (the "Ground Lease") for the premises upon which the
educational facilities will be built. The initial term of the Ground Lease is from April 1, 2004
until March 31, 2019, or upon the expiration or termination of the Charter, whichever comes
first. Unless the Charter and Ground Lease are renewed, the repayment of the Bonds will
survive the expiration of such instruments.
The North Shore Medical Foundation has provided a $5,000,000 grant to the Village, a
portion of which will be used for construction of the Project and the remainder of which will be
used for operating expenses in future years. Construction of the Project is expected to
commence in October 2004 with an expected completion date of June 1,2005.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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_ 2
ESTIMATED SOURCES AND USES OF FUNDS
The following table sets forth the estimated sources and uses of funds from the proceeds
of the Bonds:
Sources of Funds
Principal Amount of Bonds $
Net Original Issue Premium
Total Estimated Sources of Funds $
Uses of Funds
Deposit to Project Fund $
Deposit to Debt Service Fund
Cost of Issuance, including Financial Guaranty Insurance Policy
Premium and Underwriters' Discount
Total Estimated Uses of Funds $
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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J
THE BONDS
Description of the Bonds
The Bonds will bear interest at the rates and mature in the amounts and on the dates as set
forth on the cover page of this Official Statement. The Bonds will be dated August 1, 2004 and
will bear interest therefrom payable semi-annually on February 1 and August 1 of each year,
commencing February 1, 2005, until maturity. Wachovia Bank, National Association, with a
designated corporate trust office in Miami, Florida, is acting as Paying Agent and Bond Registrar
for the Bonds.
Redemption Provisions
Optional Redemption. The Bonds maturing on August 1 of the years 2015 and thereafter
shall be subject to redemption prior to their maturity, at the option of the Village on or after
August 1,2014, as a whole or in part at any time, and if in part as selected by the Village among
maturities and by lot within a maturity, at a redemption price of 100% of the principal amount
thereof plus accrued interest from the most recent interest payment date to the redemption date.
Mandatory Redemption. The term Bonds maturing on August 1, 20_ are subject to
mandatory sinking fund redemption prior to maturity, in part and selected by lot, at a redemption
price of 100% of the principal amount thereof, on August 1, 20_ in the following principal
amounts:
Date
(August 1 Principal Amount
20 $
20
*Final Maturity.
The term Bonds maturing on August 1, 20_ are subject to mandatory sinking fund
redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of the
principal amount thereof, on August 1, 20_and on August 1, 20_in the following principal
amounts:
Date
Au st 1 Principal Amount
20 $
20
20—*
*Final Maturity.
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4
The term Bonds maturing on August 1, 20_ are subject to mandatory sinking fund
redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of the
principal amount thereof, on August 1, 20_ and on each of the following August 1 in the
following principal amounts:
Date
(August 1 Principal Amount
20 $
20
20
20
20—*
*Final Maturity.
Notice of call redemption is to be given by mailing a copy of the redemption notice by
U.S. mail at least thirty days (30) but not more than forty-five (45) days prior to the date fixed
for redemption to the registered owner of each Bond to be redeemed at the address shown on the
registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed
by the Village pursuant to the Resolution. Failure to give such notice by mailing to any
Bondholder, or any defect therein, shall not affect the validity of the proceedings for the
redemption of any Bond or portion thereof with respect to which no such failure or defect has
occurred. All such Bonds called for redemption and for the retirement of which funds are duly
provided will cease to bear interest on such redemption date.
Book-Entry Only System
The information under this heading concerning DTC and DTC's book-entry system has
been obtained from DTC and neither the Authority nor the Underwriter makes any
representation or warranty or takes any responsibility for the accuracy or completeness of such
information.
The Depository Trust Company ("DTC"), New York, New York will act as securities
depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the
name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Bond certificate will be issued for each
maturity of the Bonds as set forth in the inside cover of this Official Statement, each in the
aggregate principal amount of such maturity and will be deposited with DTC.
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 17A
of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for U.S. and
non-U.S. equity issues, corporate and municipal debt issues, and money market instruments that
DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post-trade
settlement among Direct Participants of sales and other securities transactions in deposited
orl-srv01\WATKINSM\364697vO2\B44P02 .DOC\6124!04\12:3 8:OOPM\68513.010100
5
securities, through electronic computerized book-entry transfers and pledges between Direct
Participants' accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. DTC is a wholly-owned
subsidiary of The Depository Trust & Clearing Corporation("DTCC"). DTCC, in turn, is owned
by a number of Direct Participants of DTC and Members of the National Securities Clearing
Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries
of DTCC), as well as by the New York Stock Exchange, Inc., the American Stock Exchange,
LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust
companies, and clearing corporations that clear through or maintain a custodial relationship with
a Direct Participant, either directly or indirectly ("Indirect Participants"). The DTC Rules
applicable to its Direct and Indirect Participants are on file with the Securities Exchange
Commission. More information about DTC can be found at http://www.dtcc.com.
Purchases of Bonds under the DTC system must be made by or through Direct
Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest
of each actual purchaser of a Bond ("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive written confirmation from
DTC of their purchase. Beneficial Owners are, however, expected to receive written
confirmations 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 Bonds are to be accomplished by entries
made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership interests in the
Bonds, except in the event that use of the book-entry system for the Bonds is discontinued.
To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC
are registered in the name of DTC's partnership nominee, Cede & Co or such other name as may
be requested by an authorized representative of DTC. The deposit of the Bonds with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do not effect any
change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the
Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect
Participants will remain responsible for keeping account of their holdings on behalf of their
customers.
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. Beneficial Owners of the Bonds
may wish to take certain steps to augment the transmission to them of notices of significant
events with respect to the Bonds, such as redemptions, tenders,- defaults, and proposed
amendments to the security documents. For example, Beneficial Owners of the Bonds may wish
to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and
transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to
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6
provide their names and addresses to the registrar and request that copies of the notices be
provided directly to them.
Redemption notices will be sent to DTC. If less than all of the Bonds within a series or
maturity of a series are being redeemed, DTC's practice is to determine by lot the amount of the
interest of each Direct Participant in such series or maturity to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with
respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's
procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority 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 Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Redemption proceeds, distributions and dividend payments on the Bonds will be made to
Cede& Co., or such other nominee as may be requested by an authorized representative of DTC.
DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and
corresponding detail information from the Authority or the paying agent, on the payment date in
accordance with their respective holdings shown on DTC's records. 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, its nominee,the paying
agent, or the Authority, subject to any statutory or regulatory requirements as may be in effect
from time to time. Payment of principal, premium, if any, and interest on the Bonds, as
applicable, to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the paying agent, disbursement of such payments
to Direct Participants will be the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as depository with respect to the Bonds at
any time by giving notice as provided in the Resolution. The Village or the Paying Agent, with
the consent of the other, may terminate the services of DTC. Under any such circumstances, in
the event that a successor securities depository is not obtained, Bond certificates are required to
be printed and delivered unless a successor securities depository is appointed.
Registration, Transfer and Exchange
So long as the Book-Entry Only system is in place for the Bonds, the registered owner of
the Bonds for all purposes will be Cede & Co., see "Book-Entry Only System" herein. In the
event that the Book-Entry Only system is discontinued, the Beneficial Owners shall receive
certificated bonds which will be subject to registration of transfer or exchange as set forth in this
section. Transfer of any Bond may be registered upon the registration books maintained by the
Bond Registrar upon delivery of such Bond to the Bond Registrar together with a written
instrument or instruments of transfer in form and with guaranty of signature satisfactory to the
Bond Registrar, duly executed by the Bondholder or his attorney-in-fact or legal representative
and written instructions as to the details of the transfer of such Bond. The Bond Registrar shall
register the transfer in the registration books and deliver a new registered Bond or Bonds of the
orl-srv01\WATKINSM\364697v02\B44P02 .DOC\6/24/04\12:38:OOPM\68513.010100
_ 7
same maturity and the same interest rate, in authorized denominations, for the same aggregate
principal amount registered in the name of the transferee. The Village and the Bond Registrar
may charge the Holder of the Bonds an amount sufficient to reimburse them for any tax, fee or
any other governmental charge required with respect to the registration of such transfer.
The Village, the Bond Registrar, and the Paying Agent may deem and treat the registered
owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of
the principal of and interest thereon.
SECURITY FOR THE BONDS
In accordance with the Resolution, the full faith, credit and taxing power of the Issuer
will be pledged for the full and prompt payment of the principal of and interest on the Bonds. A
direct annual tax will be levied,without limitation as to rate or amount, upon all taxable property
within the Village sufficient, together with other available moneys, to make such payments.
Provision shall be included and made in the annual budget and tax levy for the levy of such
taxes. Whenever the Village shall, in any year, have irrevocably deposited in the Debt Service
Fund for the Bonds any moneys derived from sources other than the aforementioned property
tax, said property tax may be correspondingly diminished; but any such diminution must leave
available an amount of such taxes, after allowance for anticipated delinquencies in collection,
fully sufficient, with such moneys so deposited from other sources,to assure the prompt payment
of the principal of and interest on the Bonds, falling due prior to the time that the proceeds of the
next annual property tax levy will be available. Such Ad Valorem Tax Revenues shall be levied
and collected at the same time, and in the same manner, as other ad valorem taxes of the Village
are assessed, levied and collected. The Village, pursuant to the Resolution, irrevocably pledges
the Ad Valorem Tax Revenues to the payment of the Bonds. The Bonds will be further secured
by a financial guaranty insurance policy. See, "AD VALOREM TAXATION" and
"FINANCIAL GUARANTY INSURANCE POLICY" herein.
The full faith, credit and taxing power of the Village are irrevocably pledged to the
punctual payment of the principal of and interest on the Bonds as the same shall become due and
payable. The Village has covenanted to diligently enforce its right to receive such taxes and to
enforce and collect such taxes. The Village has further covenanted that it will not take any
action that would impair or adversely affect its rights to levy, collect and receive such taxes, or
impair or adversely affect in any manner the pledge made in the Resolution or the rights of the
holders of the Bonds.
FINANCIAL GUARANTY INSURANCE POLICY
Ambac has made a commitment to issue a financial guaranty insurance policy (the
"Financial Guaranty Insurance Policy") relating to the Bonds effective as of the date of issuance
of the Bonds. Under the terms of the Financial Guaranty Insurance Policy, Ambac will pay to
The Bank of New York, in New York, New York or any successor thereto (the "Insurance
Trustee") that portion of the principal of and interest on the Bonds which shall become Due for
Payment but shall be unpaid by reason of Nonpayment by the Obligor(as such terms are defined
in the Financial Guaranty Insurance Policy). Ambac will make such payments to the Insurance
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_ 8
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 shall have received notice of
Nonpayment from the Paying Agent or Bond Registrar. The insurance will extend for the term
of the Bonds and, once issued, cannot be canceled by Ambac.
The Financial Guaranty Insurance Policy will insure payment only on stated maturity
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 Bonds become subject to mandatory redemption
and insufficient funds are available for redemption of all outstanding Bonds, Ambac will remain
obligated to pay principal of and interest on outstanding Bonds on the originally scheduled
interest and principal payment dates including mandatory sinking fund redemption dates. In the
event of any acceleration of the principal of the Bonds, the insured payments will be made at
such times and in such amounts as would have been made had there not been an acceleration.
In the event the Paying Agent or Bond Registrar has notice that any payment of principal
of or interest on a Bond which has become Due for Payment and which is made to a Holder by or
on behalf of the Village has been deemed a preferential transfer and theretofore recovered from
its registered owner pursuant to the United States Bankruptcy Code in accordance with a final,
nonappealable order of a court of competent jurisdiction, such registered owner will be entitled
to payment from Ambac to the extent of such recovery if sufficient funds are not otherwise
available.
The Financial Guaranty Insurance Policy does not insure any risk other than
Nonpayment, as defined in the Financial Guaranty Insurance Policy. Specifically, the Financial
Guaranty 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 of maturity.
2. payment of any redemption,prepayment or acceleration premium.
3. nonpayment of principal or interest caused by the insolvency or negligence of any Trustee,
Paying Agent or Bond Registrar, if any.
If it becomes necessary to call upon the Financial Guaranty Insurance Policy, payment of
principal requires surrender of the Bonds to the Insurance Trustee together with an appropriate
instrument of assignment so as to permit ownership of such Bonds to be registered in the name
of Ambac to the extent of the payment under the Financial Guaranty Insurance Policy. Payment
of interest pursuant to the Financial Guaranty Insurance Policy requires proof of Holder
entitlement to interest payments and an appropriate assignment of the Holder's right to payment
to Ambac.
Upon payment of the insurance benefits, Ambac will become the owner of the Bond,
appurtenant coupon, if any, or right to payment of principal or interest on such Bond and will be
fully subrogated to the surrendering Holder's rights to payment.
The insurance provided by the Financial Guaranty Insurance Policy is not covered by the
Florida Insurance Guaranty Association.
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9
Ambac Assurance Corporation
Ambac 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, the Commonwealth of Puerto Rico and
the U.S. Virgin Islands, with admitted assets of approximately $7,670,000,000 (unaudited}and
statutory capital of approximately $4,683,000,000 (unaudited) as of March 31, 2004. Statutory
capital consists of Ambac's policyholders' surplus and statutory contingency reserve. Standard
& Poor's Credit Markets Services, a Division of The McGraw-Hill Companies, Moody's
Investors Service and Fitch Ratings have each assigned a triple-A financial strength rating to
Ambac.
Ambac has obtained a ruling from the Internal Revenue Service to the effect that the
insuring of an obligation by Ambac 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 under policy provisions substantially identical to those contained in its financial guaranty
insurance policy shall be treated for federal income tax purposes in the same manner as if such
payments were made by the Village.
Ambac makes no representation regarding the Bonds or the advisability of investing in
the Bonds and makes no representation regarding, nor has it participated in the preparation of,
the Official Statement other than the information supplied by Ambac and presented under the
heading "FINANCIAL GUARANTY INSURANCE POLICY."
Available Information
The parent company of Ambac, Ambac Financial Group, Inc. (the "Company"), is
subject to the informational requirements of the Securities Exchange 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 "SEC"). These reports, proxy
statements and other information can be read and copied at the SEC's public reference room at
450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference room. The SEC maintains an internet site at
hU://www.sec.g_ov that contains reports, proxy and information statements and other
information regarding companies that file electronically with the SEC, including the Company.
These reports, proxy statements and other information can also be read at the offices of the New
York Stock Exchange, Inc. (the"NYSE"), 20 Broad Street,New York,New York 10005.
Copies of Ambac's financial statements prepared in accordance with statutory accounting
standards are available from Ambac. The address of Ambac's administrative offices and its
telephone number are One State Street Plaza, 19th Floor, New York,New York 10004 and (212)
668-0340.
Incorporation of Certain Documents by Reference
The following documents filed by the Company with the SEC (File No. 1-10777) are
incorporated by reference in this Official Statement:
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10
1. The Company's Annual Report on Form 10-K for the fiscal year ended December 31,2003
and filed on March 15,2004;
2. The Company's Current Report on Form 8-K dated April 21, 2004 and filed on April 22,
2004; and
3. The Company's Quarterly Report on Form 10-0 for the fiscal quarterly period ended March
31,2004 and filed on May 10,2004.
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."
AD VALOREM TAXATION
Tax Assessment
The laws of the State of Florida provide for a uniform procedure to be followed by all
counties, municipalities, school districts and special districts for the levy and collection of ad
valorem taxes on real and personal property. The law provides that the county property appraiser
of each county shall prepare an assessment roll for all taxing units within the county and shall
levy such millage, subject to constitutional limitations, as determined by each taxing unit, and
the county tax collector shall collect all ad valorem taxes for all taxing units in the same manner
as county taxes are collected. Municipalities are not permitted to levy ad valorem taxes at a rate
of more than ten mills for all municipal purposes; however, there is no limitation as to rate or
amount of ad valorem taxes levied for the purpose of paying general obligation bonds such as the
Bonds.
Real and personal property valuations are determined each year as of January 1 by the
county property appraiser's office. State law requires, with certain exceptions, that property be
assessed at fair market value; however, $25,000 of the assessed valuation of a homestead is
exempt from taxation for a residence occupied by the owner on a permanent basis and who has
filed for and received a homestead exemption. On November 3, 1992, the voters of the State
approved an amendment to Article VII, Section 4 of the State Constitution establishing a
limitation of the lesser of 3% or the increase in the consumer price index during the relevant
year, on the annual increase in assessed valuation of homestead property, except in the event of a
sale of such property during such year, and except as to improvements to such property during
that year. Assessments as of January 1, 1995 are subject to the foregoing limitation. The
amendment did not alter any caps on millage rates otherwise set forth in the State Constitution.
Since the Village has authority to increase the millage levy for general obligation debt such as
the Bonds,to the amount necessary to satisfy the related debt service requirements, the limitation
on increases in assessed value will not affect the ability of the Village to pay the principal of and
interest on the Bonds. The tax on personal property covers only tangible personal property and
exempts, among other things,household goods and personal effects and inventory.
The county property appraiser's office prepares the assessment roll and gives notice to
each property owner of the proposed taxes. The property owner then has the right to file an
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11
appeal with the value adjustment board, which considers petitions relating to assessments and
exemptions. The value adjustment board certifies the assessment roll upon completion of the
hearings of all appeals so filed. Millage rates are then computed by the various taxing authorities
and certified to the county property appraiser who applies the millage rates to the assessment
roll. The taxes of all taxing units, including the Village, are billed together by the county tax
collector and each property owner is required to pay all such taxes without preference.
Tax Collection
All ad valorem taxes become due and payable on November 1 and become delinquent on
the following April 1, at which time they bear interest at 18%per annum until a tax certificate is
sold with respect to real property taxes and until paid with respect to personal property taxes.
Discounts are allowed for early payment of 4% if paid in November, 3% if paid in December,
2% if paid in January, and 1% if paid in February. All taxes collected are distributed by the
county tax collector to the applicable taxing units. It is the tax collector's duty on or before
June 1 of each year to advertise and sell tax certificates on real property tax delinquencies
extending from the previous April 1. Delinquent taxes may be paid by the property owner prior
to sale of tax certificates upon payment of all costs, delinquent taxes and interest at the rate of
18% per annum. The tax certificates must be for an amount not less than the taxes due, plus
interest from April 1 to the date of sale at 18% per annum, together with the cost of advertising
and expense of the sale. Each tax certificate is awarded to the bidder paying the above amounts
who accepts the lowest interest to be borne by the certificate after its sale. If there are no
bidders, the county must hold, but not pay for, such tax certificates. Thereafter, the county may
sell such tax certificates to the public at any time at the principal amount thereof plus interest at
18% per annum and a fee. With respect to personal property tax delinquencies, such delinquent
taxes must be advertised within 45 days after delinquency and, after May 1, the property is
subject to warrant, levy, seizure and sale. The proceeds of the sale of the tax certificates are
distributed to the respective taxing agencies.
Tax certificates held by persons other than the county may be redeemed and cancelled by
any person prior to the time a tax deed is issued upon payment of the face amount of the
certificate plus interest, costs and other charges. Holders of tax certificates, other than the
county, which have not been redeemed, may at any time after two years but prior to seven years
from date of issuance, file an application for a tax deed with the tax collector upon payment of
all other outstanding tax certificates on such property plus interest, any omitted taxes plus
interest, and delinquent taxes plus interest covering the real property. Thereafter, the property is
advertised for public sale at auction to the highest bidder, subject to certain minimum bids. If
there are no other bidders, the holder of the tax certificate receives title to the land. If the tax
certificate is held by the county and the county has not succeeded in selling it within two years,
the county applies for a tax deed upon payment of all applicable costs and fees but not any
amount to redeem the certificate. Such property is then also advertised for public sale to the
highest bidder, subject to certain minimum bids. If there are no other bidders, the county may
purchase the land for the minimum bid. In the case of unsold lands, after seven years the county
will take title to such lands.
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12
Miami Shores Village,Florida
Assessed Value of Taxable Properties
Last Ten Fiscal Years
Personal
Fiscal Real Property Property Centrally Total
Year Assessed Value Assessed Value Assessed Value Assessed Value
1994 $304,864,072 $14,150,253 $498,901 $319,513,226
1995 324,627,082 13,757,768 664,077 339,048,927
1996 328,044,932 13,238,273 681,979 341,965,184
1997 327,242,080 14,159,332 663,877 342,065,289
1998 352,803,811 14,849,506 862,792 368,516,109
1999 367,730,418 17,216,418 854,252 385,801,088
2000 390,040,958 16,975,407 894,140 407,910,505
2001 424,016,297 15,878,103 908,240 440,802,640
2002 462,954,450 18,854,983 946,240 482,755,673
2003 516,425,642 20,389,383 944,009 537,759,034
Source:Miami-Dade County Property Appraisers Office.
Miami Shores Village, Florida
Property Tax Levies and Collections
Last Ten Fiscal Years
% of Total
Tax
Fiscal Total Current Tax % of Levy Delinquent Tax Total Tax Collection
Year Tax Lew Collections Collected Collections Collections to Lew
1994 $2,766,898 $2,653,211 95.9% $ 19,871 $2,673,082 96.6%
1995 2,936,163 2,766,533 94.2 22,689 2,789,222 95.0
1996 2,904,311 2,765,122 95.2 46,639 2,811,761 96.8
1997 2,989,650 2,821,922 94.4 35,579 2,857,501 95.6
1998 2,986,804 2,985,026 99.9 47,634 3,032,660 101.5
1999 3,096,789 3,044,701 98.3 27,443 3,072,144 99.2
2000 3,100,630 3,051,598 98.4 40,506 3,092,104 99.7
2001 3,277,996 3,496,643 106.7 153,480 3,650,123 111.4
2002 3,507,040 3,723,063 106.2 105,618 3,828,681 109.2
2003 3,750,982 3,323,531 88.6 104,404 3,427,935 91.4
Source: Miami Shores Village Finance Department and Miami-Dade County Property Appraisers Office.
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13
Miami Shores Village,Florida
Property Tax Levies
Last Ten Fiscal Years
Total
Fiscal County- Debt Tax
Year Village Wide Service Fire MDCC Library School State Levies
1994 8.660 7.500 0.808 3.150 0.750 0.351 9.503 0.597 31.319
1995 8.660 6.828 0.789 2.558 0.030 0.329 10.389 0.687 30.270
1996 8.493 6.828 0.829 2.518 - 0.329 10.389 0.687 30.073
1997 8.740 6.469 0.774 2.745 - 0.339 10.366 0.710 30.143
1998 8.740 6.023 0.837 2.869 - 0.334 10.260 0.644 29.707
1999 8.740 - 0.607 2.752 - - 9.744 0.641 22.484
2000 8.363 6.403 0.515 2.752 - - 9.617 0.738 28.388
2001 8.363 6.403 0.515 2.752 - - 9.617 0.738 28.388
2002 7.750 6.279 0.515 2.661 - - 9.252 0.736 27.193
2003 7.750 6.382 0.515 2.337 - - 9.715 0.816 27.516
Source: Miami-Dade County Property Appraiser.
Miami Shores Village, Florida
Direct and Overlapping Debt
September 30,2003
Net Debt Percent Amount
Jurisdiction Outstanding Anulicable ADnlicable
Miami Shores Village, Florida $ 2,910,000 100.0% $2,910,000
Miami-Dade County, Florida(2) 242,087,000 0.41 993,717
Miami-Dade County Public Schools (3) 728,644,000 0.41 2,990,933
Total Direct and Overlapping Debt $6,894,650
Sources:
(1)Miami Shores Village,Florida-Finance Department
(2)Miami-Dade County,Finance Department-Bond Administration Division
(3)Miami-Dade County Public Schools-Finance Department
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14
Miami Shores Village, Florida
Ten Largest Taxpayers
September 30,2003
Percent of Total
Assessed
Owner Type of Prove rty Assessed Value Valuations(])
Publix Supermarket Retail Supermarket $ 5,567,093 1.078%
Moroz-Glassman Trust Retail-Commercial 4,059,971 0.786
Tropical Chevrolet, Inc. Retail-Auto Dealer 3,478,279 0.674
BuJolo, Inc. Retail Commercial 1,857,858 0.360
George/Nancy Bennett Residential Rental 1,467,858 0.284
Thomas/Sandra Chaille Residential SF 1,466,608 0.284
Home
Bank of America,N.A. Commercial 1,264,122 0.245
Angelo Napolitano Residential 1,223,117 0.237
Trust
George/Marie Sirota Residential 1,219.317 0.236
Omar Cassola Residential 1,110,798 0.215
$22,715,021 4.396%
Source: Miami Shores Village Valuation Roll,2003
(1) Percentage based on 2003 total assessed valuations,excluding homesteads.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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15
DEBT SERVICE REQUIREMENTS
The table below shows the debt service payable on the Bonds and the Village's
outstanding general obligation bonds.
The Bonds
Fiscal Outstanding Total
Year Debt Service(') Principal Interest Total Debt Service
2004 $ $ $
2005 $205,334
2006 202,832
2007 205,232
2008 207,432
2009 204,338
2010 204,483
2011 206,150
2012 204,050
2013 205,225
2014 206,175
2015 206,306
2016 206,181
2017 205,800
2018 205,163
2019 204,700
2020 204,000
2021 202,750
2022 206,250
2023 204,250
2024 207,000
2025 204,250
2026 206,250
2027 202,750
2028 204,000
2029 204,750
Total $5,125,651
Source: Miami Shores Village,Florida,Finance Department
(1) Includes principal and interest due on the Village's General Obligation Bond, Series 1999.
i
LITIGATION
There is no litigation or other proceedings, of any nature now pending with regard to
which the Village has received service of process or, to the actual knowledge of the Village,
threatened against the Village, with regard to which an unfavorable decision, ruling or finding (i)
would materially and adversely affect the validity or enforceability of the Bonds, or (ii) would
have a material adverse effect on the levy and collection of the ad valorem taxes pledged to the
payment of the Bonds.
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16
TAX MATTERS
General
The Internal Revenue Code of 1986, as amended (the "Code"), includes requirements
which the Village must continue to meet after the issuance of the Bonds in order that interest on
the Bonds not be included in gross income for federal income tax purposes. The failure by the
Village to meet these requirements may cause interest on the Bonds to be included in gross
income for federal income tax purposes retroactive to their date of issuance. The Village has
covenanted in the Resolution to comply with the requirements of the Code in order to maintain
the exclusion from gross income for federal income tax purposes of interest on the Bonds.
In the opinion of Bond Counsel, assuming continuing compliance by the Village with the
tax covenant referred to above, under existing statutes, regulations, rulings and court decisions,
interest on the Bonds is excluded from gross income for federal income tax purposes. Interest on
the Bonds is not an item of tax preference for purposes of the federal alternative minimum tax
imposed on individuals and corporations; however, interest on the Bonds is taken into account in
determining adjusted current earnings for purposes of computing the alternative minimum tax
imposed on corporations. Bond Counsel is further of the opinion that the Bonds and the income
thereon are exempt from taxation under the laws of the State of Florida, except as to estate taxes
and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt
obligations owned by corporations as defined therein.
Except as described herein, Bond Counsel will express no opinion regarding the federal
income tax consequences resulting from the ownership of, receipt or accrual of interest on or
disposition of the Bonds. Prospective purchasers of Bonds should be aware that the ownership
of Bonds may result in collateral federal income tax consequences, including (i) the denial of a
deduction for interest on indebtedness incurred or continued to purchase or carry Bonds or, in the
case of a financial institution, that portion of the owner's interest expense allocable to interest on
a Bond, (ii) the reduction of the loss reserve deduction for property and casualty insurance
companies by 15% of certain items, including interest on the Bonds, (iii)the inclusion of interest
on the Bonds in the earnings of certain foreign corporations doing business in the United States
for purposes of a branch profits tax, (iv) the inclusion of interest on the Bonds in the passive
income subject to federal income taxation of certain Subchapter S corporations with Subchapter
C earnings and profits at the close of the taxable year, and (v) the inclusion in gross income of
interest on the Bonds by recipients of certain Social Security and Railroad Retirement benefits.
Financial Information
Bank and thrift institutions are generally unable to deduct any portion of interest expense
allocated to purchasing or carrying tax-exempt obligations (except "qualified tax-exempt
obligations") if such interest costs are incurred in taxable years ending after December 31, 1986
with respect to bonds acquired after August 7, 1986. An exception is provided for"qualified tax-
exempt obligations" specifically designated as such by the issuer. The Village has designated the
Bonds as "qualified tax-exempt obligations."
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17
Original Issue Discount
Under the Code, the difference between the principal amount of Bonds maturing in the
years through (the "Discount Bonds") and the initial offering price thereof to the
public, excluding bond houses and brokers, at which price a substantial amount of such Discount
Bonds of the same maturity was sold is "original issue discount." Original issue discount
represents interest which is excluded from gross income; however, such interest is taken into
account for purposes of determining the alternative minimum tax imposed on corporations and
may result in the collateral federal tax consequences described above under "TAX MATTERS -
General." Original issue discount will accrue over the term of a Discount Bond at a constant
interest rate compounded actuarially. A purchaser who acquires a Discount Bond in the initial
offering at a price equal to the initial offering price thereof will be treated as receiving an amount
of interest excludable from gross income for federal income tax purposes equal to the original
issue discount accruing during the period said purchaser holds such Bond. The federal income
tax consequences of the purchase, ownership and redemption, sale or other disposition of
Discount Bonds which are not purchased in the initial offering at the initial offering price may be
determined according to rules which differ from those described above. Owners of Discount
Bonds should consult their own tax advisors with respect to the precise determination for federal
income tax purposes of interest accrued upon sale, redemption or other disposition of Discount
Bonds and with respect to the state and local tax consequences of owning and disposing of
Discount Bonds.]
UNDERWRITING
The Bonds are being purchased by the Underwriter, subject to certain terms and
conditions set forth in the purchase contract between the Village and the Underwriter, including
the approval of certain legal matters by Bond Counsel and the existence of no material adverse
change in the condition of the Village from that set forth in the Official Statement.
The Bonds are being purchased at a purchase price of$ (representing
a principal amount of $ [plus net original issue premium of
$ or less net original issue discount of $ and] less an
underwriters' discount of$ ). The Bonds are offered for sale to the public at the
yields set forth on the cover page of this Official Statement. The 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 Underwriter.
RATINGS
Moody's Investors Service, Inc. ("Moody's")has assigned a rating to the Bonds of "Aaa"
with the understanding that, upon delivery of the Bonds, the Financial Guaranty Insurance Policy
will be issued by Ambac. An underlying rating of "[]" has also been assigned by Moody's
without regard to issuance of the Financial Guaranty Insurance Policy. Such ratings reflect only
the views of such organization and any desired explanation of the significance of such ratings
should be obtained from the rating agency furnishing the same, at the following addresses:
Moody's Investors Service, Inc., 99 Church Street, New York, NY 10007. Generally, a rating
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18
agency bases its rating on the information and materials furnished to it and on investigations,
studies and assumptions of its own. There is no assurance that any such ratings will continue for
any given period of time or that such ratings will not be revised downward or withdrawn entirely
by the rating agency concerned, if in the judgment of such rating agency, circumstances so
warrant. Any such downward revision or withdrawal of any such ratings may have an adverse
effect on the market price of the Bonds.
LEGAL MATTERS
Certain legal matters incident to the authorization and issuance of the Bonds are subject
to the approval of Greenberg Traurig, P.A., Orlando, Florida, Bond Counsel, whose approving
opinion will be available at the time of delivery of the Bonds. The proposed form of such
opinion is attached hereto as Appendix F. Certain legal matters will be passed upon for the
Village by Genovese Joblove&Battista,P.A., Counsel to the Village.
` CONTINUING DISCLOSURE
The Village will covenant for the benefit of Bondholders to provide certain financial
information and operating data relating to the Village and the ad valorem taxes not later than 240
days following the end of each Fiscal Year (the "Annual Report"), and to provide, or cause to be
provided, notices of the occurrence of certain enumerated events. The Annual Report will be
filed by the Village with each Nationally Recognized Municipal Securities Information
Repository and with any state information depository with which filings are required to be made
by the Village. The notices of material events will be filed by the Village with the Municipal
Securities Rulemaking Board or each Nationally Recognized Municipal Securities Information
Repository and with any state information depository with which filings are required to be made
by the Village. The specific nature of the information to be contained in the Annual Report or
the notices of material events is contained in "APPENDIX D — Continuing Disclosure
Certificate." These covenants have been made in order to assist the Underwriters in complying
with S.E.C. Rule 15c2-12(b)(5).
GASB STATEMENT NO. 34 COMPLIANCE
In June 1999, the Governmental Accountant Standards Board ("GASB") issued GASB
Statement No. 34, Basic Financial Statements and Management's Discussion and Analysis for
State and Local Governments ("Statement No. 34"). Statement No. 34 changes financial
reporting requirements significantly. Statement No. 34 provides for a phased implementation
based on size of the government starting with fiscal years ending 2002 for larger governments.
The basic financial statements include both government-wide and fund financial statements.
While the previous model emphasized fund types, in the new reporting model the focus is on
either the government-wide (Village as a whole) or major funds within the fund financial
statements. The objective of the new reporting model is to enhance the clarity and usefulness of
government financial statements to the citizenry, oversight bodies, investors and creditors. The
Village's General Purpose Financial Statements For Fiscal Year Ending September 30, 2003
included as Appendix B to this Official Statement comply with the requirements of Statement
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19
No. 34. Statement No. 34 has substantially affected the Village's financial accumulation and
financial statement presentation processes.
DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS
Florida law requires that the Village make a full and fair disclosure of any bonds or other
debt obligations which it has issued or guaranteed and which are or have been in default as to
principal or interest at any time after December 31, 1975 (including bonds or other debt
obligations for which it has served as a conduit issuer). The Village is not and has not been in
default as to principal and interest on bonds or other debt obligations which it has issued as the
principal obligor or has guaranteed.
MISCELLANEOUS
All of the summaries or portions of the Resolution, the Act and any other documents
described herein are made subject to all of the detailed provisions of such acts or documents, to
which reference is hereby made for further information. The foregoing summaries do not
purport to be complete statements of any of the provisions of such acts or documents.
CERTIFICATE CONCERNING THE OFFICIAL STATEMENT
Concurrently with the delivery of the Bonds, the Village will furnish its certificate,
executed by the Village Manager, to the effect that, to the best of his knowledge, this Official
Statement as of its date and as of the date of the delivery of the 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.
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20
This Official Statement has been duly executed and delivered by the Mayor, the Village
Manager and the Chief Financial Officer of Miami Shores Village, Florida.
NHANH SHORES VILLAGE,FLORIDA
By
James McCoy, Mayor
By
Thomas J. Benton, Village Manager
By
Mark A. Malatak, Chief Financial Officer
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21
APPENDIX A
GENERAL INFORMATION REGARDING
MIAMI SHORES VILLAGE,FLORIDA AND
MIAMI-DADE COUNTY,FLORIDA
The following information pertaining to Miami Shores Village, Florida (the "Village")
and Miami-Dade County, Florida (the "County") is set forth for purposes of background only.
The Series 2004 General Obligation Bonds are payable only from ad valorem taxes assessed in
an amount sufficient to pay the principal and interest on the bonds as they become due, as
described in this Official Statement. The full faith, credit, and taxing power of the Village have
been irrevocably pledged to the punctual payment of the principal and interest as they become
due and payable.
BACKGROUND
The Village comprises approximately 2.8 square miles of land area with approximately
40 miles of streets. The Village, situated in the northeastern corridor of the County, is bordered
by the City of North Miami to the north and El Portal to the south. The Village runs to Biscayne
Bay on the east, and to Northwest Fifth Avenue on the west.
Municipal Government
The Village's charter provides for a Village Manager — Council (the "Council") form of
government. The Council consists of five members. The member elected with the greatest
number of votes is appointed Mayor, but has no additional powers or authority than any other
member of the Council. The Council sets policy, adopts the annual budget, levies annual taxes,
hires the Village Attorney and Village Manager and adopts resolutions and ordinances. The
Village Manager is responsible for the daily operations of the Village, employs all department
heads and is responsible to the Council. The Village Attorney, also appointed by the Council,
serves at the pleasure of the Council and provides direction to the Village as associated with all
legal issues.
The current members of the Council and the expiration of their term are set forth below:
Councilmember Term Expires
Jim McCoy, Mayor
Herta Holly,Vice Mayor
Al Davis
Gregory Ullman
Ed Quinton
Administration and Village Employees
Approximately 135 full-time employees are currently employed by the Village to provide
for day-to-day operations. During the summer months, the Village employees between 35 and
100 additional seasonal employees for its summer and special recreational programs.
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A-1
Certain biographies of key administrative officials of the Village are as follows:
Thomas J. Benton — Village Manager. Mr. Benton is a 33 year employee of the Village.
Beginning his career with the Miami Shores Golf& Country Club, he began as a member of the
sand dune team. Developing his skills and talents, he moved into various positions in the
Village's Public Works Department until he became one of the department's key supervisors in
the mid-1980s. By the end of the 1980s, Mr. Benton's career was firmly set in play and his
management skills allowed him to move to the Assistant and subsequently, Director of Public
Works (a position that also serves as Assistant Village Manager). Serving as Village Manager
since 1995, Mr. Benton brings a strong and diversified public-sector career, having held
positions in nearly every department except Police. Mr. Benton holds both Bachelor and Master
Degrees in Public Administration from Florida International University.
Maggie Manrara, Executive Director, Doctors Charter School of Miami Shores. Ms.
Manrara holds a Master's Degree in Education from Florida International University and is a
Doctoral candidate working on her dissertation in the Educational Leadership Doctoral Program
at the same university. Ms. Manrara has worked in various teaching and administrative positions
within the Miami-Dade County School System, culminating with her appointment as the
Director of Financial and Legislative Analysis for the Miami-Dade Community College. Ms.
Manrara is also a licensed accountant with strong experiences in the fiscal operations of
educational institutions.
Ms. Manrara is a member of the Executive Committee of the Florida Community College
Consortium, a member of the Public Policy Committee of the National Association of College
and University Business Officers and has been appointed by Florida's Governor to the Family
Literacy Program.
Mark A. Malatak, CPA — Chief Financial Officer. Mr. Malatak was appointed the
Village's Chief Financial Officer in April 1999. Beginning with the 1980s, Mr. Malatak held
positions with the City of Miami Beach, first as Chief Budget Officer and then taking the
position of the City's Parking Director bringing new ideas to the positions he held. From there,
he accepted new ventures in the private sector, when in 1991, he became the Chief Financial
Officer of the IM Group of Companies, a multi-national modeling and talent agency with offices
located in Miami Beach, New York, Atlanta, Los Angeles, Paris and Milan. Along with nine
wholly-owned subsidiaries, Mr. Malatak was responsible for a multi-million dollar annual
budget including preliminary designs for going public. After a successful seven-year career, Mr.
Malatak accepted a request to return to the public sector, serving as the Finance Director for the
City of Miami Springs where his expertise allowed the City to financially recover through
technologies, improved revenue flows as well as closing three bond issues valued in excess of
$30,000,000. In 1999, Mr. Malatak accepted his current position with Miami Shores Village
where he has continued to introduce new technologies, improved financial reporting, cash
management and user-friendly customer support services. Mr. Malatak holds a Bachelors
Degree in Accounting from Middle Tennessee State University, Masters and Doctoral Degrees in
Business and Public Administration from Nova University. He's a Chartered Accountant in
Great Britain and New Zealand as well as being a Certified Public Accountant in good standing
with Florida,New York and Tennessee.
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A-2
Demographic Information
Set forth below are selected demographic data for the Village and Miami-Dade County.
The following information is provided to give prospective investors an overview of the general
economic conditions in the Village and County. These statistics have not been adjusted to reflect
economic trends.
Population: The Village is a residential community primarily comprised of single-
family dwellings with two small commercial corridors. As a fully-developed community, the
Village continues to demonstrate continued growth in its tax base resulting primarily from the
influx of more affluent residents. Over the past five years, assessed values have demonstrated
double-digit growth while the population count has remained constant as demonstrated by the
following ten-year chart:
Population Statistics
Last Ten Fiscal Years
Year Population
1994 10,125
1995 10,125
1996 10,147
1997 10,137
1998 10,142
1999 10,139
2000 10,129
2001 10,130
2002 10,380
2003 10,385
Source: University of Florida(Gainesville,FL,Bureau of Economic&Business Research)
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A-3
Per capita income: Set forth below are certain per capita income statistics since 1994.
Per Capital Personal Income
Last Ten Fiscal Years
Miami-Dade State of
Year Miami Shores County Florida Nation-wide
1994 $21,452 $20,058 $21,777 $22,044
1995 20,359 21,058 23,031 23,196
1996 19,266 22,370 24,198 24,436
1997 19,459 22,392 24,234 24,680
1998 19,556 22,504 24,355 24,924
1999 19,947 22,954 24,843 25,171
2000 27,926 22,840 24,097 25,422
2001 28,624 23,183 24,217 26,058
2002 31,017 25,320 27,764 29,496
2003 33,033 25,953 28,403 29,938
Sources:University of Florida,Gainesville,Florida-Florida Bureau of Economic and Business Research
State of Florida,Tallahassee,Florida-Florida Department of Labor&Security
Miami-Dade County Public Schools-Finance Department,Budge&Planning Division
Beacon Council
Florida Research and Economic Database
Unemployment rate: Set forth below are certain unemployment rate statistics for the last
ten fiscal years.
USA,Florida and Miami-Dade County
Unemployment Rate Statistics
Last Ten Fiscal Years
Miami-Dade
Year Coun State of Florida Nation-wide
1994 8.0 7.2 7.0
1995 7.9 6.9 6.8
1996 7.7 3.2 4.1
1997 6.5 4.2 4.6
1998 6.5 4.3 4.7
1999 6.3 4.3 4.9
2000 5.1 4.5 3.8
2001 4.1 4.9 4.2
2002 7.4 5.4 5.8
2003 6.4 4.5 6.0
Sources:University of Florida,Gainesville,Florida-Florida Bureau of Economic and Business Research
State of Florida,Tallahassee,Florida-Florida Department of Labor&Security
Miami-Dade County Public Schools-Finance Department, Budge&Planning Division
Beacon Council
Florida Research and Economic Database
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Public and Private Employers: Set forth below are the ten largest public and private employers
located in Miami-Dade County,Florida as of September 30,2003.
Miami Shores Village,Florida
Ten Largest Public and Private Employers
Located in Miami-Dade County,Florida
September 30,2003
Ten Largest Public Employers Ten Largest Private Employers
Miami-Dade County Public Schools 45,886 University of Miami 9,079
Miami-Dade County,Florida 32,000 American Airlines 9,000
United States Government 20,100 Baptist Health Care Systems 7,000
State of Florida 18,900 Precision Response Corporation 6,000
Jackson Memorial Hospital 11,700 UPS 5,000
Miami-Dade Community College 7,500 BellSouth,Inc. 4,700
Florida International University 3,500 Carnival Cruise Lines 4,000
City of Miami,Florida 3,400 Publix Supermarkets 4,000
Veterans Admin. Medical Center 2,018 Florida Power&Light Company 3,665
U.S. Coast Guard 1,823 Mt. Sinai Medical Center 3,000
Source: The Beacon Council—Research Department
Village Facilities
The Village is responsible for the public safety, general welfare, and leisure activities of
its residents. The Village's municipal square, three buildings composed of Village Hall, the
Village Police Station and the Brockway Memorial Library service provides for the
administrative, public safety and some of the leisure activities of the Village. The Police
Department is a full-service operation, staffed with approximately 50 full-time sworn and
civilian staff members. Village Hall provides for all administrative responsibilities of the Village
including its Building, Code Enforcement, Finance and Executive Officers. The Brockway
Memorial Library is a full service municipally-owned facility provide the latest technologies for
the community.
The Village also owns the Community Center. This square foot facility is the
foundation for the Village's extensive recreational programs. Included in the many services
provided by this department are education, exercise, and entertainment events for residents of all
ages; tennis, basketball and a full athletic program, supervised by experienced professionals with
many years of program responsibilities. Finally, the Recreation Department is also responsible
for maintaining and operating the crown jewel of the Village, the $3.5 million Miami Shores
Aquatics Facility. The pool is comprised of two units: a children's pool and an Olympic-sized
swimming facility. The pool is opened year-round and is used by a significant number of
residents each day. This facility was constructed in 2001 and was funded, with the
overwhelming support of a majority of the Village's residents with the Village's General
Obligation Bond, Series 1999.
Finally, the Village owns the Miami Shores Golf and Country Club. This facility, leased
by the City and operated by a private contractor, is a full-service country club with two 18-hole
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professional courses along with a banquet and reception facility. The current lease is for thirty
years and requires guaranteed annual rent payments along with an incentive clause for excess
revenues which are generated by the facility.
VILLAGE FINANCIAL INFORMATION
Miami Shores Village,Florida
General Governmental Revenues by Source
Last Ten Fiscal Years
Licenses
Fiscal Property and Inter- Charges for Fires and
Year Taxes Permits governmental Services(*) Forfeitures Miscellaneous Total
1994 $4,044,767 $182,425 $1,026,376 $1,790,393 $158,786 $786,451 $7,989,198
1995 4,151,583 175,278 1,097,505 1,902,751 207,611 772,887 8,307,615
1996 4,226,963 218,768 1,156,703 1,927,433 215,633 484,328 8,229,828
1997 4,285,860 196,806 1,196,306 2,074,061 207,350 368,131 8,328,514
1998 4,525,306 211,459 1,203,077 2,304,259 205,237 370,648 8,819,986
1999 3,072,144 231,674 942,571 2,145,903 111,930 411,006 6,915,228
2000 3,092,104 292,917 910,633 492,005 258,611 617,994 5,664,264
2001 3,152,976 355,561 919,339 671,075 290,484 507,349 5,896,784
2002 3,404,110 396,766 1,097,231 672,946 264,248 305,188 6,140,489
2003 3,512,068 433,156 1,120,152 629,181 249,560 290,426 6,234,543
* Sanitation services and fees transferred to newly created Enterprise Fund on 10/01/00.
Miami Shores Village,Florida
General Governmental Expenditures by Function
Last Ten Fiscal Years (1)
Fiscal General Public Recreation Debt
Year Government Public Safetv Works and Culture Service Total
1994 $ 882,339 $2,858,883 $2,180,109 $ 1,517,445 $475,103 $ 7,913,879
1995 905,890 39177,645 2,408,825 1,470,847 77,744 8,040,951
1996 858,675 3,637,242 2,517,619 1,946,134 77,744 9,037,414
1997 1,006,853 3,552,639 2,398,900 1,666,977 275,353 8,900,722
1998 1,003,637 3,024,810 2,350,017 19667,392 349875 8,080,731
1999 894,358 3,026,323 2,145,106 1,539,543 22,759 7,628,089
2000 841,917 3,168,647 1,241,137 1,662,944 19,491 6,934,136
2001 1,070,889 3,5299091 1,089,441 2,174,840 22,769 7,887,030
2002 1,706,105 3,340,822 1,521,791 1,643,286 16,498 8,228,502
2003 1,906,820 3,414,738 1,522,246 1,871,604 10,713 8,726,121
(1)Includes general fund only(excludes capital outlay)
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Budgetary Process
The Village is required by law to formulate and annually adopt an operating budget for
each department and their respective activities, holding two public hearings following public
notification in a newspaper of general circulation. This requirement is established in Florida
State Statute Section §200.065 and is commonly referred to as the Truth-in Millage (TRIM)
legislation. In addition to the statutory provision, the Village Charter and Code also require the
implementation and adoption of annual operating budgets.
Beginning in late April of each year, the Village Manager requests departments to submit
operating plans and associated costs which are required for the next fiscal year. The operating
plans include salary and related costs, operating expenses along with capital outlay requests. At
the same time, revenues are analyzed and in July, the Village Manager formally presents a
proposed budget to the Council, balanced with anticipated revenues equal to planned
expenditures. The members of the Council review the proposal and make recommendations
and/or suggest modifications for consideration. From this point, the Village Manager schedules
two public hearings as required by State statute which are held in September of each year.
Budgetary and public hearing information is published in the newspaper. At the public hearing,
citizens are provided an opportunity to discuss the budget in a public forum, ask questions and
request consideration. Following the completion of the second public hearing and after any and
all modifications are made to comply with the Council, resolutions are adopted. The first
resolution sets the final operating and debt service millage levies for the year, followed by a
resolution which adopts the operating budget by fund and department.
Set forth below is a summary of the Village's adopted budgets for its General Fund for
the years ending September 30, 2003 and 2004. The budget is based upon certain assumptions
and estimates regarding future events, transactions, anticipated activities and circumstances.
Realization of the results projected in the budget will depend upon the implementation by
Village management of policies and procedures consistent with these assumptions. There can be
not assurances that actual events will correspond with such assumptions, that uncontrollable
factors will not affect such assumptions or that the project results will be achieved. Accordingly,
the actual results achieved could materially vary from those projected in the budgets set forth.
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Miami Shores Village,Florida
Budgeted General Fund Revenues and Expenditures (FY 2003 and FY 2004)
Revenues 2003 2004
Taxes $3,975,168 $4,858,191
License&Permits 336,272 450,642
Intergovernmental 816,632 853,176
Charges for Services 701,127 712,134
Fines &Forfeitures 550,085 402,660
Miscellaneous 373,381 263,030
Interfund transfer-in 2,638,976 2,263,060
Contribution-Fund Balance 379,566 440,158
Total Revenues $9,771,207 $10,243,05_
Expenditures
Office of the Mayor/Council $6,779 $7,108
Office of the Village Attorney 170,893 193,256
Office of the Village Manager 266,394 267,883
Office of the Village Clerk 142,353 135,135
Code Enforcement Division 245,198 244,657
Building Department 423,320 334,153
Planning/Zoning Division 160,191 131,385
Finance Department 548,364 554,292
Police Department 3,709,622 3,794,047
Public Works Department 1,687,773 1,842,748
Recreation 1,598,473 1,759,593
Library 364,704 412,991
Non-department/Unclassified 197,143 265,803
Reserves for Contingent Emergencies 250,000 300,000
Total Expenditures S9,771,20 10,243,051
Investment Policy of the Village
Pursuant to Florida State Statutes Section §218.415, the Village adopted a written
investment policy which applies to all funds held by or for the benefit of the Council (except for
proceeds of bond issues which are deposited into escrow and debt service funds, governed by
bond covenants and related documents and will not apply to investments related to the Village's
two pension funds as they are independently managed and governed).
The objective of the investment policy is as follows:
1. Secure and maintain the safety of all principal dollars invested;
2. Provide for sufficient liquidity to meet short-term obligations and payroll; and,
3. Optimize investment returns within the constraints of safety and liquidity.
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The investment policy limits securities eligible for inclusion in the Village's portfolio.
No investment shall have a maturity in excess of five years and certificates of deposit or other
time investment instruments may not have terms exceeding two years unless clearly disclosed in
all financial statements. Repurchase agreements may not extend later than 360 days.
Investment of Village funds will emphasize the preservation of capital. The yield
objective will be to match or exceed an index weighted at 75% for the yield of the two-year
treasury note and 25% for the yield of the six-month LIBOR rate.
To ensure safety, the investment policy requires the diversification of the portfolio to
reduce the risk of loss resulting from over-concentration of assets in a specific class of security.
The investment policy also requires the preparation of periodic reports and disclosure in the
Village's annual financial report.
Summary of Village Long-term Debt by Category
Long-term debt for the Village consists of four components: the General Obligation
Bond, Series 1999 (the "Series 1999 Bond") relating to the Miami Shores Aquatics Facility; the
Fixed Promissory Note(2003), refinancing the purchase of the Police Building and Public Works
Equipment; and, a self-collateralized $500,000 line of credit open for a seven year period and
used fund working capital requirements as needed.
Description Issue Date Maturity Date Interest Rate
General Obligation Bond, Series 1999 04/28/99 04/28/28 2.00-3.95%
Fixed Promissory Note (2003-A) 07/01/03 07/01/13 3.00
Fixed Promissory Note (2003-B) 07/01/03 07/01/06 2.95%
Variable Line of Credit 05/01/03 05/01/10 0.50-2.00%
The Series 1999 Bond and the interest thereon are payable from the levy of ad valorem
taxes and are fully supported by those proceeds; however, should ad valorem dollars be
insufficient to meet those obligations, the Village has pledged a secondary flow of funds
originating from excise tax levies (public service tax and franchise fees) for utility services
provided throughout the Village.
The promissory notes are funded from several dedicated sources. The 2003-A
component ($950,000) is used to fund the Village's obligation for the Second Avenue
Rehabilitation Program, a multi-agency program to reformat and improve the appearance of the
Second Avenue Business corridor. This obligation will be paid for by dedicating up to 33% of
the annual Local Option Gas Tax Proceeds.
The 2003-B component of the note refinances the previous obligation to pay for the
Second Avenue Police Headquarter and for three pieces of equipment in Public Works. The
Police Component ($220,000) will be funded from Confiscated Fund proceeds; and the
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remaining balance for the Public Works Equipment ($105,000) will be funded by Sanitation
Fund operating proceeds.
The Variable Line of Credit is designed to drawn down funds if required. Repayment
will be interest only unless the Village prefers to remit principal at which point, the credit line is
re-established. To secure this note, the Village has placed a $500,000 cash investment with the
Bank which is used as collateral for the credit line. Interest earned on the investment is market
and, as the Village has self-collateralized, the interest costs remain at rates less than standard
market rates.
Debt service requirements for the Series 1999 Bond are set forth in the table under the
heading"DEBT SERVICE REQUIREMENTS"in this Official Statement.
Debt service requirements for the Promissory Notes are:
Promissory Note 2003
Year Ended September 30 Principal Interest
2004 $192,409 $37,544
2005 197,027 31,736
2006 144,204 25,920
2007 89,740 22,106
2008 92,093 18,892
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APPENDIX B
GENERAL PURPOSE FINANCIAL STATEMENTS FOR
FISCAL YEAR ENDED SEPTEMBER 30,2003
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APPENDIX C
THE RESOLUTION
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APPENDIX D
CONTINUING DISCLOSURE CERTIFICATE
The attached is a form of the Continuing Disclosure Certificate. This form does not
purport to be complete or definitive and is qualified in its entirety by reference to the Continuing
Disclosure Certificate, a copy of which is on file with the Village.
This CONTINUING DISCLOSURE CERTIFICATE (this "Disclosure Certificate") is
executed and delivered as of August 1, 2004 by MIAMI SHORES VILLAGE, FLORIDA (the
"Village"), in connection with the sale of its General Obligation Bonds, Series 2004 (the
"Bonds") in the aggregate principal amount of $5,000,000 to be issued pursuant to and in full
compliance with the Constitution and Statutes of the State of Florida, including particularly
Chapter 166, Part II, Florida Statutes, as amended and the Miami Shores Village Charter, as
amended and pursuant to Resolution No. adopted by the Village Council on July 20, 2004
(the "Resolution").
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being
executed and delivered by the Village for the benefit of owners and Beneficial Owners of the
Bonds. The financial information and operating data forming the basis of the annual reporting
requirements of Section 3 and 4 of this Disclosure Certificate are derived from the Official
Statement(as defined herein).
Section 2. Definitions. In addition to the definitions set forth in the Resolution which
apply to any capitalized term used in this Disclosure Certificate unless otherwise defined herein,
the following capitalized terms used in this Disclosure Certificate have the following meanings:
"Annual Financial Information" shall mean the information with respect to the Village
described in Section 4 of this Disclosure Certificate.
"Beneficial Owner" shall mean any individual beneficial owner of the Bonds.
Beneficial ownership is to be determined consistent with the definition thereof contained in
Rule 13d-3 of the Securities and Exchange Act of 1934, as amended, or, in the event such
provisions do not adequately address the situation at hand (in the opinion of nationally
recognized bond counsel), beneficial ownership is to be determined based upon ownership for
federal income tax purposes.
"Dissemination Agent" shall mean the Village or any Dissemination Agent designated
by the Village pursuant to Section 7 hereof.
"Fiscal Year" shall mean the fiscal year of the Village, which currently is the twelve
month period beginning October 1 and ending on September 30 of the following year.
"GAAP" shall mean generally accepted accounting principles promulgated by the
Governmental Accounting Standards Board as in effect from time to time in the United States.
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"Listed Events" shall mean any of the events listed in Section 5(a)hereof.
"MSRB" shall mean the Municipal Securities Rulemaking Board, 1150 18th Street,
N.W., Suite 400, Washington, DC 20036-2491.
"National Repository" shall mean any of the names and addresses of each National
Repository and State Repository as of any date may currently be obtained by calling the SEC's
Fax on Demand Service at 202/942-8088 and requesting document numbers 0206 and 0207,
respectively, or by visiting the SEC's web site at
"http://www.sec.gov/info/municipal/nrmsir.htm."
"Obligated Person" shall mean the Village and any person who is either generally or
through an enterprise, fund, or account of such person committed by contract or other
arrangement to support payment of all, or part of the obligations on the Bonds (other than
providers of municipal bond insurance, letters of credit, or other liquidity facilities). The Village
confirms that currently it is the only Obligated Person.
"Official Statement" shall mean the Official Statement of the Village, dated August
2004, delivered in connection with the offering of the Bonds and any amendment or supplement
thereto.
"Repository" shall mean each National Repository and each State Repository, if any.
"Rule" shall mean Rule 15c2-12(b)(5) promulgated by the SEC pursuant to the
Securities Exchange Act of 1934, as such rule may be amended from time to time and any
successor provisions thereto.
"SEC" shall mean the Securities and Exchange Commission.
"State" shall mean the State of Florida.
"State Repository" or "SID" shall mean any public or private repository or entity
designated by the State as a state information depository for the purposes of the Rule and
recognized as such by the SEC. As of the date of this Disclosure Certificate, there is no State
Repository.
Section 3. Provision of Annual Financial Information. Except as otherwise provided
herein, the Village shall, or shall cause the Dissemination Agent to, provide each Repository
with the Annual Financial Information for each Fiscal Year ending on or after September 30,
2004, not later than 240 days following the end of each Fiscal Year. The Annual Financial
Information may be submitted as a single document or as separate documents comprising a
package, and may include by cross-reference other information as provided in Section 4 hereof,
provided however, that, if the financial statements of the Village are audited, then such audited
financial statements must be submitted, but they may be submitted separately from the balance
of the Annual Financial Information and later than the date required above for the filing of the
Annual Financial Information if they are not available by such date. If the Fiscal Year changes,
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the Village shall give written notice of such change in the same manner as for a Listed Event in
Section 5(c) hereof. If the financial statements of the Village specified in the manner described
hereof are not available by the time the Annual Financial Information must be provided,
unaudited Financial Statements of the Village shall be provided by the Village as part of the
Annual Financial Information and such audited financial statements of the Village, when and if
available, will be provided by the Village to each Repository immediately upon such audited
financial statements becoming available.
Any or all of the items above may be included by specific reference to other documents,
including official statements of debt issues with respect to which the Village is an "obligated
person", which have been filed with each Repository or the SEC. If the document included by
reference is a final official statement, it must be available from the MSRB. The Village shall
clearly identify each such other document so included by reference.
The requirements of this Section do not necessitate the preparation of any separate annual
report addressing only the Bonds. These requirements may be met by the filing of a combined
bond report or the Village's Comprehensive Annual Financial Report; provided, such report
includes all of the information required by this Disclosure Certificate to be provided.
Section 4. Content of Annual Financial Information. The Annual Financial
Information of the Village shall consist of or cross reference the following:
(a) Basic financial statements and required supplementary information for the
Village prepared in accordance with GAAP.
(b) Annual, updated historical financial information, operating data and ad valorem
tax collection data for the Village of the type included in the Official Statement in tables titled
"Assessed Value of Taxable Properties," "Property Tax Levies and Collections," "Property Tax
Levies," "Direct and Overlapping Debt" and "Ten Largest Taxpayers" as well as the
information contained in the tables in Appendix A attached to the Official Statement.
If the Village has not filed the Annual Financial Information when due, then the Village
or the Dissemination Agent, on behalf of the Village, shall file a notice with each Repository as
required by the Rule.
Section 5. Renorting,of Significant Events.
(a) The Village shall give, or cause to be given, on behalf of the Village and in a
timely manner, notice of the occurrence of any of the following events with respect to the
Bonds, if material, to each National Repository or the MSRB and to the SID, if any:
(i) Principal and interest payment delinquencies;
(ii) Non-payment related defaults;
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(iii) Unscheduled draws on any debt service reserves reflecting financial
difficulties;
(iv) Unscheduled draws on any credit enhancements reflecting financial
difficulties;
(v) Substitutions of credit or liquidity providers, or their failure to perform;
(vi) Adverse tax opinions or events adversely affecting the tax-exempt status
of the Bonds;
(vii) Modifications to rights of holders of the Bonds;
(viii) Calls (excluding calls for sinking fund mandatory redemptions) on the
Bonds;
(ix) Defeasances of the Bonds;
(x) Release, substitution or sale of property securing repayment of the
Bonds;
(xi) Rating changes; and
(xii) Notice of any failure on the part of the Village or any other Obligated
Person to meet the requirements of this Section 5.
(b) Whenever the Village obtains actual knowledge of the occurrence of a Listed
Event, the Village shall determine promptly if such event would be material to holders of the
Bonds or any series thereof, under applicable federal securities laws.
(c) If the Village has determined that knowledge of the occurrence of a Listed Event
would be material to holders of the Bonds or any series thereof, under applicable federal
securities laws, the Village shall timely give or cause to be given a notice of such occurrence (as
required by Section 5(a) hereof) to each National Repository or the MSRB and to the SID, if
any, provided, that any event under Section 5(a)(iii), (iv), (v), (vi) or (xi) above will always be
deemed to be material.
(d) Each notice given pursuant to this Section 5 shall be captioned "Material Event
Notice" and shall prominently state the date, title and CUSIP numbers of the affected Bonds.
Section 6. Termination of Reporting Obligation.
(a) The obligations under this Disclosure Certificate shall terminate upon the legal
defeasance, prior redemption or payment in full of all of the Bonds.
(b) If in the opinion of nationally recognized bond counsel satisfactory to the
Village,the Rule shall be amended,modified or changed so that all or any part of the 40
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(c) information currently required to be provided thereunder shall no longer be
required to be provided thereunder, then such information shall no longer be required to be
provided hereunder; and if and to the extent in the opinion of nationally recognized bond
counsel satisfactory to the Village, the Rule, or any provisions thereof, shall be declared by a
federal court of competent and final, non-appealable jurisdiction to be, in whole or in part,
invalid, unconstitutional, null and void, or otherwise inapplicable to the Bonds, then the
information required to be provided hereunder, insofar as it was required to be provided by a
provision of the Rule so declared, shall no longer be required to be provided hereunder.
(d) If a termination or cessation described in either Section 6(a) or (b) hereof occurs
prior to the final maturity of the Bonds, the Village shall give or cause to be given notice of
such event in the same manner as for a Listed Event under Section 5(c)hereof.
Section 7. Dissemination Agent. The Village may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Certificate, and may discharge any such Dissemination Agent, with or without appointing a
successor Dissemination Agent.
Section S. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Certificate, the Village may unilaterally amend this Disclosure Certificate, and any
provision of this Disclosure Certificate may be waived provided that the following conditions are
satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3, 4, 5 or 10
hereof, it may only be made in connection with a change in circumstances that arises from a
change in applicable legal requirements, change in law, any subsequent change in or applicable
and binding interpretation of the Rule, or change in the identity, nature or status of the Village
or any other Obligated Person or the type of business conducted;
(b) this Disclosure Certificate, as amended or taking into account such waiver,
would, in the opinion of nationally recognized bond counsel, have complied with the
requirements of the Rule at the time of the original issuance of the Bonds on August_, 2004
after taking into account any amendments or interpretations of the Rule, as well as any change
in circumstances; and
(c) the amendment or waiver does not materially impair the interests of the owners
or Beneficial Owners of the Bonds, as determined either by parties unaffiliated with the Village
or any other Obligated Persons (i.e., nationally recognized bond counsel satisfactory to the
Village).
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the
Village shall describe such amendment in the next Annual Financial Information relating to the
Village, and shall include a narrative explanation of the reason for the amendment or waiver and
its impact on the type (or in the case of a change of accounting principles, on the presentation) of
financial information or operating data being provided by or in respect of the Village. In
addition, if the amendment relates to the accounting principles to be followed in preparing
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financial statements, (i) notice of such change shall be given in the same manner as for a Listed
Event under Section 5(c) hereof, and (ii)the Annual Financial Information relating to the Village
for the year in which the change is made shall present a comparison (in narrative form and also,
if feasible in quantitative form) between the financial statements or information prepared on the
basis of the new accounting principles and those prepared on the basis of the former accounting
principles. The comparison shall include a qualitative discussion of the differences in the
accounting principles and the impact of the change in the accounting principles on the
presentation of the financial information, in order to provide information to investors to enable
them to evaluate the ability of the Village to meet its obligations. To the extent reasonably
feasible, the comparison also shall be quantitative.
Section 9. Additional Information. Nothing in this Disclosure Certificate shall be
deemed to prevent the Village from disseminating any other information, using the means of
dissemination set forth herein or any other means of communication, or including any other
information in any Annual Financial Information or notice of occurrence of a Listed Event, in
addition to that which is required by this Disclosure Certificate. If the Village chooses to include
any information in any Annual Financial Information or notice of occurrence of a Listed Event,
in addition to that which is specifically required by this Disclosure Certificate, the Village shall
have no obligation hereunder to update such information or include it in any future Annual
Financial Information or notice of occurrence of a Listed Event.
Section 10. Default. In the event of a failure of the Village to comply with any
provision of this Disclosure Certificate, the sole remedy available to any holder, owner or
Beneficial Owner of Bonds shall be to seek specific performance by court order to cause the
Village to comply with its obligations under this Disclosure Certificate, it being the Village's
position that money damages would be inadequate recompense and/or difficult to ascertain. A
default under this Disclosure Certificate shall not be deemed an Event of Default under the
Resolution.
Section 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of
the Village, the Dissemination Agent, if any, all holders, owners and Beneficial Owners from
time to time of the Bonds for the benefit of such holders, owners and Beneficial Owners, and
shall create no rights in any other person or entity.
Section 12. Sources of Payment. The Village shall be required to use only Ad Valorem
Tax Revenues to pay any costs and expenses to be incurred in the performance of its obligations
under this Disclosure Certificate and the performance of its obligations hereunder shall be
subject to the availability of Ad Valorem Tax Revenues for that purpose. None of the members
or employees of the Village shall be charged personally with any liability, or held liable under
any term or provision of this Disclosure Certificate because of its execution or attempted
execution, or because of any breach or attempted or alleged breach thereof.
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THE OBLIGATIONS UNDER THIS DISCLOSURE CERTIFICATE ARE NOT
OBLIGATIONS OF THE STATE OF FLORIDA OR GENERAL OBLIGATIONS OF
THE VILLAGE, OR ANY POLITICAL SUBDIVISION OF THE STATE OF FLORIDA
AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE
VILLAGE, THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION
THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE
OBLIGATIONS, OR THE INTEREST OR PREMIUM,IF ANY,THEREON.
Section 13. Obligated Persons. Any change in Obligated Persons shall be reported by
the Village in connection with the Annual Financial Information. If any person, other than the
Village, becomes an Obligated Person relating to the Bonds, the Village shall use its reasonable
best efforts to require such Obligated Person to comply with all provisions of the Rule applicable
to such Obligated Person; provided, however,the Village takes no responsibility for the accuracy
or completeness of any financial information or operating data or other filings by any future
Obligated Person.
Section 14. Governing Law. This Disclosure Certificate shall be governed by and
construed in accordance with the internal laws of the State of Florida (without regard to conflict
of law principles thereof), provided that, to the extent this Disclosure Certificate addresses
matters of federal securities laws, including the Rule, this Disclosure Certificate shall be
construed in accordance with such federal securities laws and official interpretations thereof.
Section 15. Severability. In case any part of this Disclosure Certificate is held to be
illegal or invalid, such illegality or invalidity shall not affect the remainder or any other section
of this Disclosure Certificate. This Disclosure Certificate shall be construed or enforced as if
such illegal or invalid portion were not contained therein,nor shall such illegality or invalidity of
any application of this Disclosure Certificate affect any legal and valid application.
[SIGNATURE PAGE TO FOLLOW]
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SIGNATURE PAGE FOR
CONTINUING DISCLOSURE CERTIFICATE
IN WITNESS WHEREOF, the Village has executed this Disclosure Certificate to be
executed on its behalf by its authorized representative as of the date first above written.
ML MI SHORES VILLAGE, FLORIDA
By:
Thomas J. Benton, Village Manager
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APPENDIX E
SPECIMEN COPY OF
FINANCIAL GUARANTY INSURANCE POLICY
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APPENDIX F
FORM OF APPROVING OPINION OF BOND COUNSEL
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EXHIBIT C
DESCRIPTION OF THE PROJECT
Design, development and construction of a Miami Shores Village charter middle/high
school facility to be located in the vicinity of Northwest 5"' Avenue and 112'' Terrace in Miami
Shores Village, Florida and to be known as Doctors Charter School of Miami Shores.
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