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HomeMy WebLinkAboutR-96-0703�i _1 J-96-13070-73 ((]� /�� 10/10/96 RESOLUTION N09 C) � 4� WITH ATTACHMENT, A RESOLUTION/ AUTHORIZING TIIE ISSUANCE OF NOT TO EXCEED $30,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF MIAMI, FLORIDA, TAX ANTICIPATION NOTES, SERIES 1996 FOR THE PURPOSE OF MEETING CERTAIN OF THE CITY'S CASH FLOW REQUIREMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1997; AUTHORIZING THE NEGOTIATION AND SALE OF THE NOTES TO ONE OR MORE FINANCIAL INSTITUTIONS; FIXING CERTAIN DETAILS OF SAID NOTES INCLUDING APPROVING THE FORM THEREOF; PROVIDING FOR THE RIGHTS AND SECURITY OF ALL NOTEHOLDERS PURSUANT TO THIS RESOLUTION; PROVIDING FOR THE APPOINTMENT OF A PAYING AGENT AND CUSTODIAN FOR THE NOTES; AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE ON BEHALF OF TIME CITY TO DETERMINE THE FINAL DETAILS OF THE NOTES WITHIN THE PARAMETERS ESTABLISHED BY THIS RESOLUTION; AUTHORIZING REQUISITE ACTIONS AND THE EXECUTION OF DOCUMENTS BY THE MAYOR OR VICE MAYOR, CITY MANAGER OR HIS DESIGNEE, AND THE CITY ATTORNEY; AUTHORIZING 'THE OFFICERS OF THE CITY TO TAKE ALL OTHER ACTIONS NECESSARY IN CONNECTION WITH THE ISSUANCE OF THE NOTES; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SAID NOTES; AND PROVIDING SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City "), anticipates certain temporary cash shortages during the fiscal year of the City ending September 30, 1997 (the "Fiscal Year") because cash disbursements have been scheduled to be made in the Fiscal Year before sufficient moneys therefor are expected to be available to the City; and WHEREAS, pursuant to the Constitution and the laws of the State of Florida (the "State"), in particular Chapter 166, Florida Statutes, as amended, and pursuant to the Charter of the City, as amended (collectively, the "Act"), the City desires to issue its Tax Anticipation Notes, Series 1996, in an aggregate principal amount not to exceed $30,000,000 (the "Notes") for the purpose of meeting certain of the City's cash flow requirements for the Fiscal Year and for the purpose of paying certain of the costs of issuance of the Notes; and WHEREAS, given the current financial condition of the City, the City Manager of the City has recommended that the Notes be sold through negotiation to one or more financial institutions which are familiar with the finances of the City, has determined that an emergency exists and waived any competitive bidding requirements which may otherwise be applicable. ATfACHm,Em7 (s) CONTAINED CITY COMMISSION;' MEETING OF 0 C T 1 0 1996 Resolution No. 6-703 NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. RECITALS. The recitals set forth above are hereby incorporated by reference into the body of this Resolution, as if fully set forth herein. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared: (a) Under the Act, the City is entitled to levy and receive ad valorem taxes on real and tangible personal property within the City. (b) The principal of and interest on the Notes and all required sinking fund and other payments shall be payable solely from the City's ad valorem taxes collected during the Fiscal Year other than ad valorem taxes approved by referendum and levied specifically to pay debt service on bonds or other obligations issued by the City (the "Pledged Funds"). Neither the full faith and credit nor the taxing power of the City, Dade County, Florida (the "County") or the State or any political subdivision thereof or governmental authority or body therein are pledged to the payment of the principal of or interest on the Notes, except for the Pledged Funds. (c) The Pledged Funds are expected to be sufficient to pay all principal of and interest on the Notes as the same become due and to make all sinking fund or other payments required by this Resolution. (d) In light of the current financial condition of the City, a public offering of the Notes is not in the best interest of the City. The Commission hereby determines that it is in the best interest of the City to offer the Notes through negotiated sale to one or more financial institutions, and based upon a determination that an emergency exists, waives any competitive bidding requirements which may otherwise be applicable. SECTION 4. RESOLUTION CONSTITUTES CONTRACT. In consideration of the acceptance of the Notes authorized to be issued hereunder by those who shall own the same from time to time (the "Noteholders"), this Resolution shall be deemed to be and shall constitute a contract between the City and such Noteholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Notes, all of which shall be of equal rank and without preference, priority or distinction of any of the Notes over any other thereof except as expressly provided therein and herein. SECTION 5. AUTHORIZATION, DESIGNATION AND DETAILS OF THE NOTES. Subject and pursuant to the provisions of this Resolution, Notes of the City to be N 96 - 70 3 �-i known as "Tax Anticipation Notes, Series 1996" are hereby authorized to be issued in an aggregate principal amount not to exceed Thirty Million Dollars ($30,000,000) for the purpose of providing funds to pay the appropriations made for the Fiscal Year in anticipation of the receipt of the Pledged Funds and to pay the costs of issuance of the Notes. The Notes shall be issued in such aggregate principal amount not to exceed $30,000,000 as shall be approved by the City Manager or his designee (the "City Manager") and set forth in the city Manager's Certificate (as hereinafter defined). The Notes shall be issuable without coupons in denominations of $100,000 each or any integral multiple thereof, shall be numbered from NR-1 upwards, shall be dated on or as of such date and shall be subject to redemption prior to maturity as shall be set forth in the City Manager's Certificate. The Notes shall mature no later than one year from the date of the Notes, and shall bear interest from their date at a true interest cost rate not to exceed 6.00%, such rate to be determined at the time of the award of the Notes pursuant to Section 16 hereof. Interest shall be payable on the maturity date or upon prior redemption of the Notes and shall be calculated on the basis of a 360 day year of twelve (12) thirty (30) day months. The details of the Notes shall be as set forth in a certificate of the City Manager (the "City Manager's Certificate") which shall include the principal amount, interest rate, dated date, maturity date, redemption provisions, the Note Fund deposit schedule as described in Section 13 hereof, and such other matters as shall be determined to be necessary in connection with the award of the Notes. SECTION 6. PAYMENT OF NOTES. The principal of and interest on each Note are payable at the designated office of the Paying Agent, upon the presentation and surrender of such Note at maturity or prior redemption, (or in the event of partial redemption, in such other manner as shall be hereinafter determined) in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. SECTION 7. EXECUTION OF NOTES. The Notes shall be executed in the name of the City by the Mayor or Vice Mayor and the seal of the City or a facsimile thereof shall be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk, either manually or with their facsimile signatures. In case any one or more of the officers who shall have signed or sealed any of the Notes shall cease to be such officer before the Notes so signed and sealed shall have been actually sold and delivered, such Notes may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed and sealed such Notes had not ceased to hold such office. Any Note may be signed and sealed on behalf of the City by such person as at the actual time of the execution of the Note shall hold the proper office, although at the date of such Note such person may not have held such office or may not have been so authorized. The Notes shall bear thereon a certificate of authentication, in the form set forth in Exhibit "A" hereto, executed manually by the Paying Agent. Only such Notes as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution, and no Note shall be valid or obligatory for any purpose until such certificate of 3 7 6 - 7 ® 3 r authentication shall have been duly executed by the Paying Agent. Such certificate of the Paying Agent upon any Note executed of the City shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered under this Resolution and that the owner thereof is entitled to the benefits of this Resolution. SECTION 8. NEGOTIABILITY, REGISTRATION AND CANCELLATION. At the option of a registered owner of a Note and upon surrender of a Note at the designated office of the Paying Agent with a written instrument of transfer and with guaranty of signature satisfactory to the Paying Agent duly executed by the Noteholder or his duly authorized attorney and upon payment by such Noteholder of any such charges which the Paying Agent or the City may make as provided in this Section, the Note may be exchanged for a Note of the same aggregate principal amount and maturity of any other authorized denominations. The Paying Agent shall keep books for the registration of Notes and for the registration of transfers of Notes. The Notes shall be transferable by the owner thereof in person or by his attorney duly authorized in writing only upon the books of the City kept by the Paying Agent and only upon surrender thereof together with a written instrument of transfer satisfactory to the Paying Agent duly executed by the Noteholder or his duly authorized attorney. Upon the transfer of any such Note, the City shall cause to be issued in the name of the transferee a new Note or Notes. The City and the Paying Agent may deem and treat the person in whose name any Note shall be registered upon the books kept by the Paying Agent as the absolute owner of such Note, whether such Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note as the same becomes due and for all other purposes. All such payments so made to any such Noteholder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Notes or transferring Notes is exercised, the City shall execute and the Paying Agent shall authenticate and deliver Notes in accordance with the provisions of this Resolution. All Notes surrendered in such exchanges or transfers shall forthwith be delivered to the Paying Agent and cancelled by the Paying Agent in the manner provided in this Section. There shall be no charge for any such exchange or transfer of Notes, but the City or the Paying Agent may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. All Notes paid, at maturity or otherwise, shall be delivered to the Paying Agent when such payment is made, and such Notes, together with any Notes purchased by the City for cancellation, shall thereupon be promptly cancelled. Notes so cancelled may at any time be destroyed by the Paying Agent, who shall execute a certificate of destruction in duplicate by the signature of one of its authorized officers describing the Notes so destroyed, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Paying Agent. 4 96-703 SECTION 9. NOTES MUTILATED, DESTROYED, STOLEN OR LOST. In case any Note shall become mutilated, destroyed, stolen or lost, the City may execute and the Paying Agent shall authenticate and deliver a new Note of like date, maturity, denomination and interest rate as the Note so mutilated, destroyed, stolen or lost, provided that, in the case of any mutilated Notes, such mutilated Note shall first be surrendered to the City and, in the case of any lost, stolen or destroyed Note, there shall first be furnished to the City and the Paying Agent proof of ownership, evidence of such loss, theft, or destruction satisfactory to the City and the Paying Agent, together with indemnity satisfactory to them. In the event any such Note shall be about to mature or have matured, instead of issuing a duplicate Note, the City may direct the Paying Agent to pay the same without surrender thereof. The City and Paying Agent may charge the owner of such Notes their reasonable fees and expenses in connection with this transaction. Any Note surrendered for replacement shall be cancelled in the same manner as provided in Section 8 hereof. Any such duplicate Notes issued pursuant to this Section shall constitute additional contractual obligations on the part of the City, whether or not the lost, stolen or destroyed Notes be at any time found by anyone, and such duplicate Notes shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Funds with all other Notes issued hereunder. SECTION 10. FORM OF NOTES. The text of the Notes shall be of the tenor set forth in Exhibit A to this Resolution, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution. SECTION 11. PAYING AGENT; CUSTODIAN. (a) The Director of Finance shall serve as Paying Agent for the Notes unless the City Manager determines that it is in the best interests of the City to appoint a financial institution to provide such services, in which event the Paying Agent shall be appointed and serve as provided in clause (b) below. (b) The appointment of a financial institution to serve as the Paying Agent to perform the duties as set forth hereunder is hereby delegated to the City Manager, provided that such Paying Agent shall be a bank or trust company organized under the laws of any state of the United States or a national banking association, authorized to perform the duties imposed on it by this Resolution. Such Paying Agent may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the City. The Paying Agent may be removed at any time by an instrument filed with such Paying Agent and signed by the Mayor or the City Manager. Any successor Paying Agent shall be appointed by the City and shall be, if other than the City or its successor entity, a bank or trust company organized under the laws of any state of the United States or a national banking association, willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. In the event of the resignation or 5 96.-703 x removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor. (c) If determined to be in the best interest of the City, the City Manager may appoint a custodian to hold the Note Fund established pursuant to Section 13 hereof (the "Custodian"). Such Custodian may be the Paying Agent or any other bank or trust company organized under the laws of any state of the United States or a national banking association. SECTION 12. NO PLEDGE OF FULL FAITH AND CREDIT. Neither the full faith and credit nor the taxing power of the City, the County or the State or any political subdivision thereof or governmental authority or body therein are pledged to the payment of the principal of or interest on the Notes, except for the Pledged Funds. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the County or the State or any political subdivision thereof or governmental authority or body therein or taxation in any form of any real or personal property therein to pay such Notes or the interest thereon except for those ad valorem taxes of the City collected during the Fiscal Year which constitute Pledged Funds. SECTION 13. COVENANTS AND REPRESENTATIONS AND PLEDGE OF PLEDGED FUNDS. The City represents to and covenants with and for the benefit of the owners of the Notes: (a) That it has adopted an operating budget for the Fiscal Year and that it has levied the City's ad valorem taxes during such Fiscal Year as required by law. (b) That to the extent necessary to pay when due the principal of and the interest on the Notes, the Pledged Funds for the Fiscal Year and all moneys held in the Note Fund hereinafter established are irrevocably pledged to the payment of the Notes superior to all other liens and encumbrances on such funds, except for bonds and other debt obligations as to which the City has or may in the future pledge its full faith, credit and taxing power. (c) That, each month, commencing in December 1996, through May 1, 1997, there shall be withdrawn from the General Fund of the City (the "General Fund"), Pledged Funds an amount to be determined by the City Manager prior to the issuance of the Notes and set forth in the City Manager's Certificate, such amount to be deposited to the credit of a special fund which is hereby created called The City of Miami Tax Anticipation Notes, Series 1996 Note Fund (the "Note Fund"). The amounts so deposited to the credit of the Note Fund by May 1, 1997 shall be an amount sufficient to pay the sum of the principal of and interest on the Notes issued hereunder to be paid at maturity thereof (such sum being herein called the "Note Fund Requirement"). Amounts in the Note Fund shall be invested in accordance with the City of Miami, Florida, Code Section 18-2(b) (1986), as amended, and all investment earnings on funds in the Note Fund shall be retained therein and applied as herein provided. If the amount so 96 - 703 r deposited in any month to the credit of the Note Fund shall be less than the required amount for such month, the requirement thereof shall nevertheless be added to the amount otherwise required to be deposited in each month thereafter until such time as such deficiency shall have been made up. Pledged Funds deposited to the credit of the Note Fund in excess of the monthly deposit requirement set forth above shall be credited against future Note Fund deposit requirements. Payments into the Note Fund shall be adjusted to give credit for investment earnings then on deposit in the Note Fund and to make up any deficit in the required cumulative balance attributable to investment losses. Moneys in the Note Fund shall be trust funds and shall be at all times secured as are other deposits of public funds. (d) That the principal of and interest on the Notes when due or upon prior redemption, shall be paid from the moneys on deposit in the Note Fund. (e) That the City will not create or suffer to be created any lien or charge upon the Pledged Funds ranking equally with or prior to the Notes, except for direct obligations of the City for which the full faith, credit and taxing power of the City have been or shall be pledged. (f) That it is the intention of the City and all parties under its control that the interest on the Notes issued hereunder be and remain excluded from gross income for federal income tax purposes and to this end the City hereby represents to and covenants with each of the holders of the Notes issued hereunder that it will comply with the requirements applicable to it contained in Section 103 and Sections 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code") to the extent necessary to preserve the exclusion of interest on the Notes issued hereunder from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) to make or cause to be made all necessary determinations and calculations of the Rebate Amount (as hereinafter defined) and required payments of the Rebate Amount; (2) to set aside sufficient moneys from the Pledged Funds or other legally available funds of the Issuer, to timely pay the Rebate Amount to the United States of America; (3) to pay the Rebate Amount to the United States of America from the Pledged Funds or from any other legally available funds, at the times and to the extent required pursuant to Section 148(f) of the Code; (4) to maintain and retain all records pertaining to the Rebate Amount with respect to the Notes issued hereunder and required payment of the Rebate Amount with respect to the Notes for at least six years after the final maturity of the Notes or such other period as shall be necessary to comply with the Code; 7 6 - 7 0 3 f (5) to refrain from using proceeds from the Notes issued hereunder in a manner that might cause the Notes to be classified as private activity bonds under Section 141(a) of the Code., and (6) to refrain from taking any action that would cause the Notes issued hereunder to become arbitrage bonds under Section 148 of the Code. The City understands that the foregoing covenants impose continuing obligations on the City that will exist as long as the requirements of Section 103 and Part IV of Subchapter I B of Chapter 1 of the Code are applicable to the Notes. Notwithstanding any other provision of this Resolution to the contrary, including, in particular Section 19 hereof, the obligation of the City to pay the Rebate Amount to the United States of America and to comply with the other requirements of this provision shall survive the defeasance or payment in full of the Notes. { As used herein, the term "Rebate Amount" means the excess of the amount earned on all non -purpose investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose investments were invested at the rate equal to the yield on the Notes, plus any income attributable to such excess. SECTION 14. APPLICATION OIL PROCEEDS. (a) An amount of proceeds of the Notes equal to the cost of issuance shall be disbursed according to the instructions of the City Manager for the payment of expenses incurred in issuing the Notes (including payment of the expenses of the City). (b) The balance of the proceeds of the Notes shall be deposited to the credit of the General Fund of the City and applied in such manner as shall be permitted by law. SECTION 15. AMENDMENTS. Without the consent of any Noteholders, the City may, from time to time and at any time, adopt such resolutions supplemental hereto for the purposes set forth below that do not materially adversely affect the interests of the Noteholders (which supplemental resolutions shall thereafter form a part hereof): s (a) to cure any ambiguity, to correct or supplement any provision herein which i may be inconsistent with any other provision herein or to make any other amendment with : respect to matters or questions arising under this Resolution which may not be inconsistent with the provisions of this Resolution, or (b) to modify, amend or supplement this Resolution or any supplement or F amendment hereto in such manner as to permit the Notes to be rated by any nationally recognized securities rating services. 6 s`: z I Any other amendment hereof may by made with the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding hereunder, provided that no amendment shall permit a change: (a) in tine maturity of the Notes, (b) in the amount of the principal obligation of any Notes, (c) that would adversely affect the pledge of the Pledge Funds hereunder, or (d) that would reduce the percentage of Noteholders required above for the modification of this Resolution, without the consent of all Noteholders. For the purposes of Noteholders' consents, the Notes owned by or held for the account of the City, directly or indirectly, shall not be counted. SECTION 16. SALE AND AWARD OF NOTES. The City Manager is hereby authorized to negotiate with financial institutions with respect to the interest rate, redemption provisions, and other terms of the Notes within the parameters set forth in Section 5 hereof. The City Manager shall accept the offer of one or more such financial institutions which. considering the totality of such terms, is determined by the City Manager to be in the best interests of the City. SECTION 17. FURTHER OFFICIAL ACTION. The Mayor, Vice Mayor, City Manager, Assistant City Manager, Director of Finance, City Attorney, City Clerk and other officials and officers of the City are hereby authorized, empowered and directed to execute and deliver such other documents and take such other actions as shall be necessary and appropriate to accomplish the performance of the obligations of the City in respect thereof. SECTION 18. NOTE COUNSEL. Eckert Seamans Cherin & Mellott shall serve as Note Counsel in connection with the issuance of the Notes. F . SECTION 19. DEFEASANCE. If (1) the City shall pay or cause to be paid to the Noteholders the principal of and interest to become due thereon at the time and in the manner stipulated therein and herein, (2) all fees and expenses of the Paying Agent or Custodian, if any, shall have been paid, and (3) the City shall have kept, performed and observed all of its covenants and promises in the Notes and in this Resolution, then the Notes shall no longer be deemed to be outstanding under the provisions of this Resolution. For the purposes of the ' preceding sentence, Notes for the payment of which when due sufficient moneys or sufficient noncallable direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America shall have been deposited in trust for the owners thereof (whether upon or prior to the maturity of such Notes) shall be deemed to have been paid and no longer outstanding under the provisions of this Resolution. Such direct E obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States will be considered sufficient if said obligations, with interest, mature and bear interest in such amounts and at such times as will assure sufficient cash to pay interest and principal when due on the Notes. s Y I Y SECTION 20. REMEDIES. Any Noteholder or any trustee acting for such Noteholder f in the manner hereinafter provided may by suit, action, mandamus or other proceeding in any. court of competent jurisdiction protect and enforce any and all rights under the laws of the State 9 g 6 - '7 0 3 1i 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 City or by any officer thereof. The Noteholders of a majority in aggregate principal amount of Notes then outstanding may, by a duly executed certificate, appoint a trustee for the Noteholders with authority to represent such Noteholders in any legal proceedings for the enforcement and protection of the rights of such Noteholders. SECTION 21. SEVERABILITY OF INVALID PROVISIONS. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any remaining provisions of this Resolution, but this Resolution shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained herein. SECTION 22. NO THIRD PARTY BENEFICIARIES. Except as herein otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the City, the Paying Agent and the owners and holders of the Notes issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all of its provisions being intended to be and being for the sole and exclusive benefit of the City, the Paying Agent and the owners and holders from time to time of the Notes issued hereunder. SECTION 23. CONTROLLING LAW; MEMBERS OF COMMISSION AND OFFICIALS OF CITY NOT LIABLE. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized and provided by the Constitution and laws of the State of Florida. No covenants, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent, or employee of the Commission or the City in his individual capacity, and neither the members of the Commission nor any official executing the Notes shall be liable personally on the Notes or this Resolution or be subject to any personal liability or accountability by reason of the issuance or the execution by the Commission or such members thereof. SECTION 24. GOVERNING LAW. The provisions of this Resolution shall be construed and enforced in accordance with the laws of the State of Florida. SECTION 25. REPEALING CLAUSE. All resolutions or parts thereof in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby superseded and repealed. 10 .)6-7®3 [i EXHIBIT A [Form of Note] No. NR- $ UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI, FLORIDA TAX ANTICIPATION NOTE, Series 1996 Interest Rate: Maturity Date: Issue Date: CUSIP: % September 30, 1997 +, 1996 Principal Amount: Registered Owner: The City of Miami, Florida (the "City"), is justly indebted and for value received hereby promises to pay to the Registered Owner set forth above or registered assigns or legal representatives, on the Maturity Date specified above, but solely from the sources hereinafter identified upon the presentation and surrender hereof, at the designated office of (the "Paying Agent"), the Principal Amount specified above, at the Interest Rate per annum specified above (calculated on the basis of a 360-day year consisting of z twelve thirty -day months) until the Maturity Date or earlier redemption. Both the principal of and interest on this Note are payable in any coin or currency of the United States of America f which, at the date of payment thereof, is legal tender for the payment of public and private debts. This Note is one of a duly authorized issue of Notes of the City known as "Tax Anticipation Notes, Series 1996", (the "Notes") in the aggregate principal amount of $_,000,000 issued under the authority of and in full compliance with the Constitution and the laws of the State of Florida, the Charter of the of the City and Resolution No. adopted by the City Commission of the City on October , 1996 (the "Resolution"), for the purpose of paying the appropriations made for the fiscal year of the City ending September 30, 1997 (the "Fiscal Year") in anticipation of the receipt of ad valorem taxes of the City and estimated in the budget of the City to be realized in cash during such Fiscal Year and to pay the costs of the sale and issuance of the Notes. By the acceptance of this Note, the owner hereof assents to all the provisions of the Resolution. Neither the full faith and credit nor the taxing power of the City, County or the State of Florida or any political subdivision thereof or governmental authority or body therein are ' A-1 90-703 pledged to the payment of the Notes, but the Notes shall be payable in accordance with the provisions of the Resolution solely from the City's ad valorem taxes collected during the Fiscal Year, except ad valorem taxes approved by referendum and levied specifically to pay debt service on bonds or other obligations issued by the City (the "Pledged Funds"), Commencing December 1996, the City shall withdraw from the General Fund of the City Pledged Funds and deposit the amount so withdrawn to the credit of the special fund known as the "Note Fund" as set forth in the Resolution. The Registered Owner of this Note shall not have the right to compel the exercise of the ad valorem taxing power of the City, County or the State of Florida or any political subdivision thereof or governmental authority or body therein or taxation in any form of any real or personal property therein to pay such Note except for the Pledged Funds. The pledge of the Pledged Funds to the payment of the Notes is superior to all other liens and encumbrances on such funds. The Notes are issuable as registered notes without coupons in denominations of $100,000 each or any integral multiple thereof. Notes may be exchanged for an equal aggregate principal amount of registered Notes of other authorized denominations, at the principal corporate trust office of the Paying Agent, in the manner and subject to the limitations and conditions provided in the Resolution and without cost except for any tax or other governmental charge. The transfer of this Note by the Registered Owner hereof in person or by his attorney or legal representative is registrable at the principal corporate trust office of the Paying Agent, but only in the manner and subject to the limitations and conditions provided in the Resolution and upon surrender and cancellation of this Note. Upon any such registration of transfer the City shall execute and the Paying Agent shall authenticate and deliver in exchange for this Note a new note or notes registered in the name of the transferee or transferees, of any authorized denominations and in principal amount equal to the principal amount of this Note. [insert redemption provisions, if any.] This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit under the Resolution until this Note shall have been authenticated by the execution by the Paying Agent of the certificate of authentication endorsed hereon. This Note shall be governed and construed in accordance with the laws of the State of Florida. It is hereby certified and recited that all acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed in due time, form and manner as required by the Constitution and the laws of the State of Florida. This Note is and has all the qualities and incidents of an investment security under the Uniform Commercial Code Investment Securities law of the State of Florida. iT A IN WITNESS WHEREOF, The City of Miami, Florida has caused this Note to be signed by the Mayor, either manually or with his facsimile signature, and the seal of The City of Miami, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by the City Clerk, either manually or with her facsimile signature. THE CITY OF MIAMI, FLORIDA By: JOE CAROLLO, Mayor (SEAL) APPROVED AS TO FORM AND CORRECTNESS By: WALTER J. FOEMAN A. QUINN JONES, III City Clerk City Attorney CERTIFICATE OF AUTHENTICATION i This is one of the Notes of the issue designated therein and issued under the provisions of the Resolution mentioned therein. as Paying Agent i By: z Authorized Officer Date of Authentication: i [Form of Abbreviations for Notes] The following abbreviations, when used in the inscription of the within Note shall be j 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 3T TEN - as joint tenants with the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list ' [Form of Assignment for Notes] r`r For value received, the undersigned hereby sells, assigns and transfers unto the within Note, and all rights thereunder, and hereby irrevocably constitutes and appoints, attorney to transfer trre y PP � ; the said Note on the registration books, with full power of substitution in the premises. 4 E Dated: L E Please insert Social Security or other identifying number of transferee: ! Signature: f Signature guaranteed: ! i r NOTICE: The transferor's signature to this Assignment must correspond with the name as it appears on the face of the within Note in every particular without alteration or any change whatever. a_a j U� I, , I9G6 .2 GUM CITY ATTCk:�1,4YS CIFFICE hH9,11I, FL Igo, 3a35 F, CITY OF MIAAAI, FLORIOA INTER -OFFICE MEMORANDUM 1 Elva Gallastegui October 3, 1996 TO : DATE : FILE .A.gernda d:'wrdinatnr SUWSCT Placement of Item �G�' 10 October 1996 4 Commission Meeting PROM ;A, Quinn done$, 1�11 � REFERENCES City Attorney ENCLOSURES: Please place a Discussion Item regarding Tax Anticipation Notes on the October 10, 1996 City Commission Agenda