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HomeMy WebLinkAboutR-94-0693J-94-762 9/15/94 RESOLUTION NO. 9 4` 693 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENTS, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $25,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF MIAMI, FLORIDA, TAX ANTICIPATION NOTES, SERIES 1994 FOR THE PURPOSE OF MEETING CERTAIN OF THE CITY'S CASH FLOW REQUIREMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1995; FIXING CERTAIN DETAILS OF SAID NOTES INCLUDING APPROVING THE FORM THEREOF; PROVIDING FOR THE RIGHTS AND SECURITY OF ALL NOTEHOLDERS PURSUANT TO THIS RESOLUTION; APPOINTING A PAYING AGENT FOR THE NOTES; AUTHORIZING THE CITY MANAGER OR ASSISTANT CITY MANAGER TO TAKE ANY ACTION NECESSARY TO QUALIFY THE NOTES FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY; DIRECTING AND AUTHORIZING SALE OF THE NOTES BY PUBLIC BID AND DIRECTING PUBLICATION OF A SUMMARY NOTICE OF SALE OF SAID NOTES AND ESTABLISHING THE DATE AND TIME FOR SUCH SALE AND THE PROCEDURE FOR AWARDING SAID NOTES; APPROVING THE FORM AND DISTRIBUTION TO PROSPECTIVE PURCHASERS OF A PRELIMINARY OFFICIAL STATEMENT; APPROVING THE FORM AND EXECUTION OF AN OFFICIAL STATEMENT; AUTHORIZING THE CITY MANAGER OR ASSISTANT CITY MANAGER ON BEHALF OF THE 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 ASSISTANT CITY MANAGER, AND THE CITY ATTORNEY, AS TO THE FORM, CONSISTENT WITH SUCH FINAL DETAILS; 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. WEREAS, The City of Miami, Florida (the "City"), anticipates certain temporary cash shortages during the fiscal year of the City F:ding September 30, 1995 (the "Fiscal Year") because cash c--sbursements have been scheduled to be made in the Fiscal Year before sufficient moneys therefor are expected to be available to the City; and MORER.S, 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 1994, in an aggregate principal amount not to exceed $25,000,000 (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; CITY comasslow MEETING pE DW:[04547.DM.&ffSCTr,N-RM. 'A r r A C N AA E a4 T S E P 2 2 1994 a, iiaaolution Dim 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. 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 known as "Tax Anticipation Notes, Series 1994" are hereby authorized to be issued in an aggregate principal amount not to -exceed Twenty Five Million Dollars ($25, 000, 000) for the purpose of providing funds to pay the appropriations made for the Fiscal Year in anticipation of the DW:[04547.DM.M1SCJTAN-RW0. - 2 - 94- 693 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 $25,000,000 as shall be approved by the City Manager or any Assistant City Manager. The Notes shall be issuable without coupons in denominations of $5,000 each or any integral multiple thereof, shall be numbered from NR-1 upwards, shall be dated on or as of such date as shall be determined by the City Manager or Assistant City Manager and shall not be subject to redemption prior to maturity. The Notes shall mature no later than one year from the date of the Notes, as such date shall be approved by the City Manager or Assistant City Manager, and shall bear interest from their date at a true interest cost rate not to exceed 6.50W, such rate to be determined by the City Manager or Assistant City Manager at the time of the award of the Notes and shall be, in the judgment of such officer and subject to the maximum rate limitation set forth above, the lowest rate available to the City under then current financial conditions taking into consideration the maturity established for the Notes. Interest shall be payable on the maturity date of the Notes and shall be calculated on the basis of a 360 day year of twelve (12) thirty (30) day months. SECTION 6. PAYMENT OF NOTES. The principal of and interest on each Note are payable at the principal corporate trust office of The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida, as paying agent (the "Paying Agent") upon the presentation and surrender of such Note at maturity, 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 and shall be approved as to form and correctness by the signature of the City Attorney, 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 such 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 authentication shall have been duly executed by the Paying Agent. Such certificate nos:104$47.DM.MMC]TAN-RW0. - 3 - 94- 693 of the Paying Agent upon any Note executed on behalf 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 principal corporate trust 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 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 any such exchanges or transfers shall forthwith be delivered to the Paying Agent and canceled 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 canceled. Notes so canceled may at any DW:[04547.D0C3.MISCJTAN-RM0. - 4 - 94- 693 time be destroyed by the Paying Agent, who shall execute a certification 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. 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 Note, 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 canceled 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. (a) The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida, is hereby appointed to act as Paying Agent under this Resolution and undertakes to perform such duties as are set forth in this Resolution. (b) The 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 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. 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 will levy 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, commencing on December 1, 1994, the Director of Finance of the City (the "Director of Finance") shall withdraw from the General Fund of the City (the "General Fund") all Pledged Funds as received and deposit the amount so withdrawn to the credit of a special fund which is hereby created called The City of Miami Tax Anticipation Notes, Series 1994 Note Fund (the "Note Fund"), until the amount then on deposit to the credit of the Note Fund on the first day of each indicated month in the Fiscal Year equals the following percentages of 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"): D04:[04547.D=.?&SgTAN-RM0. - 6- Q i9 - 693 93 Month December January February March April May Percentage of Note Fund Requirement TOTAL 25% 15%, 15% 1st 15% 15W 100% 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 deposited in any month to the credit of the Note Fund shall be less than the required amount for such month, the requirement therefor 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 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: M:[04.U7.D0CS.MISgTAN-RW0. - % - 94- 693 (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 payments 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; (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 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 21 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 OF PROCEEDS. (a) An amount of proceeds of the Notes equal to the cost of issuance shall be deposited with the Paying Agent in a separate fund designated the City of Miami Tax Anticipation Notes, Series 1994 Cost of Issuance Fund (the "Cost of Issuance Fund") and disbursed according to the instructions of the City for the payment of expenses incurred in issuing the Notes (including payment of the expenses of the City). D09:[04547.D0CS.MISC]TAN-RES0. - s - 94— 693 Any balance remaining after payment or provision for payment of such costs and expenses has been made shall be used solely to pay the principal and interest on the Notes. (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. The Director of Finance is hereby authorized to borrow on a temporary short-term basis moneys credited to capital projects funds of the City for the purpose of making moneys available to prepay the pension contribution required to be made by the City on January 1, April 1, and July 1, 1995. Said temporary borrowing shall be repaid from available moneys in the General Fund of the City derived from sources other than the proceeds of the Notes. 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 that do not materially adversely affect the interests of the Noteholders (which supplemental resolutions shall thereafter form a part hereof): (a) to cure any ambiguity, to correct or supplement any provision herein which 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 amendment hereto in such manner as to permit the Notes to be rated by any nationally recognized securities rating services. Any other amendment hereof may be 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 the 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. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. If determined by the Director of Finance or the City Manager or any Assistant City Manager to be necessary or desirable, the Director of Finance, the City Manager, and the Assistant City Manager is hereby authorized to take such actions as may be necessary from time to time to qualify the Notes for deposit with The Depository Trust Company of New York ("DTC"), including but not limited to, wire transfers of interest and principal payments with respect to the Notes, utilization of electronic book entry data received from D04:104547.DOM IISC)TAN-RESO. - 9 - 94- 693 DTC in place of actual delivery of Notes and provisions of any notices with respect to Notes registered by DTC by overnight delivery, courier service, telegram, telecopy or other similar means of communication. No such arrangements with DTC may adversely affect the interests of any of the beneficial holders of the Notes. SECTION 17. SALE BY PUBLIC BID; PUBLICATION OF NOTICE OF SALE. The Notes shall be sold by public bid. The Director of Finance of the City is hereby authorized and directed to publish a Summary Notice of Sale calling for bids for the Notes in THE MIAMI DAILY BUSINESS REVIEW, a daily newspaper of general circulation published in the City of Miami and in THE BOND BUYER, a financial journal published in New York, New York, and devoted primarily to municipal bonds, each of such publications to be made at least ten (10) days before the date for the receipt of bids, which Summary Notice of Sale shall be substantially in the form attached hereto as Exhibit B. The form on which all bids are requested to be made shall be substantially in the form attached to the Notice of Sale, the form of which is attached hereto as Exhibit "C". Said Summary Notice of Sale and Notice of Sale shall require that all bids be received by 11:00 a.m. Miami, Florida time on October 5, 1994. SECTION 18. AWARD. The City Clerk or any Deputy City Clerk is authorized and directed to receive and hold bids until 11:00 a.m. Miami, Florida time on October 5, 1994 at which time the City Clerk or any Deputy City Clerk shall publicly open and read the bids. The City Manager or his designee is authorized and directed to tabulate the bids, consult with his staff and the City's financial advisors and accept the offer of the responsible bidder whose proposal offers to purchase all of the Notes at such rate of interest as will produce the lowest net interest cost rate to the City; provided, however, that the City Manager or his designee may reject all of the offers received if such rejection is deemed by him to be in the best interest of the City. The lowest net interest cost rate will be determined by taking the aggregate amount of interest at the fixed rate specified in the bids computed from the assumed date of delivery of the Notes to the maturity date of the Notes and subtracting therefrom any premium bid. SECTION 19. PRELIMINARY AND FINAL OFFICIAL STATEMENT APPROVED. The City hereby approves the form and content of the draft of the Preliminary Official Statement in connection with the Notes attached hereto as Exhibit "D" subject to such changes therein as the Director of Finance of the City shall approve prior to the publication of the Notice of Sale. Distribution of the Preliminary Official Statement by the Director of Finance of the City to prospective purchasers of the Notes is hereby authorized as is use of the Preliminary Official Statement in connection with the marketing of the Notes; provided that prior to such distribution the Mayor, the Vice Mayor, the City Manager or any Assistant City Manager is hereby authorized, empowered and directed to execute a certificate to "deem final" the Preliminary Official Statement for I) 09:[04547.DOCSMSC]TAN-ROO. - 10 - 94- 693 the purposes of Rule 15c2-12 of the Securities and Exchange Commission. The Commission hereby authorizes the preparation of the Official Statement to be used in the actual offer and sale of the Notes to the public (the "Official Statement") and the delivery of such Official Statement to the underwriter awarded the sale of the Notes (the "Underwriter") no later than (7) business days (days on which the City is open for business) from the day on which the sale of the Notes is awarded to such Underwriter, and hereby approves the Official Statement which shall be substantially in the form of the Preliminary Official Statement with such changes, additions or deletions as shall be necessary and appropriate to reflect the terms of the sale of the Notes by the City to the Underwriter and the terms of the resale of the Notes by the Underwriter to the public. The Commission hereby approves future use by the Underwriter of the Official Statement in connection with the offering of the Notes to the public and hereby authorizes the preparation and use by the Underwriter of any supplement or amendment to the Official Statement which is necessary so that the Official Statement does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the statements contained therein in light of the circumstances under which they were made not misleading. The Official Statement and any supplement or amendment thereto shall be approved by the Mayor, the Vice Mayor, the City Manager or any Assistant City Manger, such approval to be evidenced by the execution of a certificate by the Mayor, the Vice Mayor, the City Manager or any Assistant City Manager and by the execution of an acknowledgement on such certificate by the City Attorney that the City Attorney has approved the Official Statement as amended as to form. The Mayor, the Vice Mayor, the City Manager or any Assistant City Manager is hereby authorized, empowered and directed to execute the Official Statement and any supplement or amendment thereto, after the Official Statement or such supplement or amendment thereto has been approved as provided in this Section 19. SECTION 20. FMTSER 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 (includ- ing, but not limited to, the procurement of credit enhancement to secure the Notes and obtaining ratings for the Notes) as shall be necessary and appropriate to accomplish the performance of the obligations of the City in respect thereof. The Mayor, Vice Mayor or City Manager is hereby authorized to agree to such requirements as may be imposed by the issuer of any credit enhancement or by any rating agency with respect to the Notes as a condition of such credit enhancement or rating. DW: j04547.D=.MtSM N-M0. -11- 9 4- 693 SECTION 21. 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 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 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. SECTION 22. REMEDIES. Any Noteholder or any trustee acting for such Noteholder 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 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 23. 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 24. 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 parties hereto 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 D09:(04U7.D=J&SC]TAN-M0. - 12 ^ 9 `# - 693 Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the owners and holders from time to time of the Notes issued hereunder. SECTION 25. 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 covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent, or employee of the Commission or the City in his individual capacity, and neither the members of the Commission nor shall any official executing the Notes 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 26. MBE/WBE ALLOCATION. The terms of Ordinance No. 10062, amended by Ordinance No. 10538, which by this reference thereto is hereby herein incorporated in its entirety, shall be applicable in every aspect to the issuance of the Notes. SECTION 27. GOVERNING LAW. The provisions of this Resolution shall be construed and enforced in accordance with the laws of the State of Florida. SECTION 28. 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. SECTION 29. TIME OF TARING EFFECT. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 22nd day of September, 1994. &, q�� EPHEN P. CLARK, Mayor .__ (SEAL) ATTEST: MATTY HIRAI, City Clerk APPROVED AS TO FORM AND CORRECTNESS: !/ V A. QUI JO , III, City ttor a 9 4- 693 DW:[04.U7.n0cs.Hnscm, N-Pso. -13 - No. NR- EXHIBIT A (Form of Note) UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI, FLORIDA TAX ANTICIPATION NOTE, SERIES 1994 Interest Rate: Maturity Date: Issue Date: %. September 27, 1995 October 13, 1994 Princi-pal Amount: Registered Owner: CUSIP: 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 principal corporate trust office of The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida (the "Paying Agent"), the Principal Amount specified above together with interest thereon from the Issue Date specified above, at the Interest Rate per annum specified above (calculated on the basis of a 360-day year consisting of twelve thirty -day months) until payment of such Principal Amount. Both the principal of and interest on this note are payable 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. This note is one of a duly authorized issue of notes of the City known as "Tax Anticipation Notes, Series 199411, (the "Notes") issued under the authority of and in full compliance with the Constitution and the laws of the State of Florida, the Charter of the City and Resolution No. adopted by the City Commission of the City on September 22, 1994 (the "Resolution"), for the purpose of paying the appropriations made for the fiscal year of the City ending September 30, 1995 (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 City, County or the State of Florida subdivision thereof or governmental authority the taxing power of or any political or body therein are M:[04$47.D=.hflSqT,N-M0. A-1 9 4- 693 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 on December 1, 1994, the Director of Finance of the City shall withdraw from the General Fund of the City all Pledged Funds as received and deposit the amount so withdrawn to* the credit of the special fund known as the "Note Fund" created by 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, except for the bonds and other debt obligations as to which the City has pledged or any in the future pledge its full faith, credit and taxing power. The Notes are issuable as registered notes without coupons in denominations of $5,000 each or any integral multiple thereof. 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, Notes may be exchanged for an equal aggregate principal amount of registered Notes of other authorized denominations. The transfer of this Note is registrable by the Registered Owner hereof in person or by his attorney or legal representative 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. The Notes are not subject to redemption prior to maturity. 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 M:J04.%7.D=.M=JTAN-"_1&0. A- 2 9 4- 693 and have been performed in due time, form and manner as required by the Constitution and 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. 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: (SEAL) Mayor ATTEST: APPROVED AS TO FORM AND CORRECTNESS By: City Clerk City Attorney CERTIFICATE OF AUTHENTICATION This is one of the Notes of the issue designated therein and issued under the provisions of the Resolution mentioned therein. as Paying Agent By: Authorized Officer Date of Authentication: 94- 693 DW:[04$47.Docs.MLSc]TAN-Rm. A- 3 -1 [Form of Abbreviations for Notes] The following abbreviations, when used in the inscription of the within Note 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 the right of survivorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Gust) (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] 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 the said Note on the registration books, with full power of substitution in the premises. Dated: Please insert Social Security or. other identifying number of transferee: Signature: Signature guaranteed: 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. D09:[04347.D=J&SC]TAN-P MO. A- 4 9 4_ 693 EXHIBIT B SUMMARY NOTICE OF SALE $25,000,000 THE CITY OF MIAMI, FLORIDA Tax Anticipation Notes, Series 1994 Sealed bids will be received by the Commission of the City of Miami, Florida in the City Hall, 3500 Pan American Drive, Miami, Florida, 33133 subject to the provisions of the official Notice of Sale dated September , 1994. Sale Date: October 5, 1994 Time: 11:00 A.M. (E.S.T.) Notes Dated: October 13, 1994 Maturity: September 27, 1995 Interest Paid: At Maturity Legal Opinion: Squire, Sanders & Dempsey The principal of and the interest on the Notes are payable solely from and secured solely by a prior lien on and pledge of the City's ad valorem taxes collected during the Fiscal Year except such 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"). The Notes do not constitute a general obligation of the City and neither the full faith and credit nor the taxing power of the City, Dade County, Florida or the State of Florida 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. When issued the Notes will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the Notes. For copies of the Notice of Sale, Official Bid Form and the Preliminary Official Statement of The City of Miami, Florida, dated September 23, 1994, please contact Carlos E. Garcia, CPA, Director of Finance at 300 Biscayne Boulevard Way, Suite 210, Miami, Florida, 33131, telephone number (305) 579-6350, or the Financial Advisors, Kishor M. Parekh, First Vice President, Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137- 4163, telephone number (305) 571-1380, and Wendell Gaertner, Vice President, Public Finance, Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, telephone number (813) 573-8189. M:104547.DOCS.MISCITAN-MO. B -1 9 4- 693 W EXHIBIT C NOTICE OF SALE $25,000,000 THE CITY OF MIAMI, FLORIDA Tax Anticipation Notes, Series 1994 Sealed Bids Sealed bids will be received by the City Clerk of The City of Miami, Florida (the "City") at City Hall, 3500 Pan American Drive, Miami, Florida 33133, until 11:00 a.m. Miami time on October 5, 1994, at which time and place all bids will be publicly opened and read for its Tax Anticipation Notes, Series 1994 to be issued in the aggregate principal amount of $25,000,000 (hereinafter collectively referred to as the "Notes"). The City reserves the right to schedule and reschedule the opening of the sealed bids to a subsequent date with notice thereof given in such manner as the City deems appropriate. Details of the Notes The Notes will be dated the date of delivery and are issuable as registered notes; in the denomination of $5,000 or any integral multiple thereof. The Notes will mature on September 27, 1995. When issued the Notes will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the Notes. Ownership interest in the Notes will be transferred pursuant to a book -entry system as described in the Preliminary Official Statement with respect to the Notes. The principal of and interest on the Notes shall be paid at maturity. The Notes are subject to redemption prior to maturity. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Principal of, and interest on the Notes will be payable to the registered owners thereof, on the maturity date of the Notes in immediately available funds upon presentation and surrender thereof, at the office of The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida, or any successor fiscal agent designated by the City. Security for and Source of Payment for the Notes The principal of and the interest on the Notes are payable solely from and secured solely by a prior lien on and pledge of the City s ad valorem taxes collected during the Fiscal Year, except such 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"). The Notes do not constitute a general obligation of the City and neither the full faith and credit nor the taxing power of the City, Dade County, Florida or the State of Florida or any political subdivision thereof or governmental authority or body Dos:[04547.D=.M3C]TAN-RW0. C - 1 94- 693 therein are pledged to the payment of the principal of or interest on the Notes, except for the Pledged Funds. Interest Rates and Bidding Details Each proposal must be made on the Official Bid Form (as attached to this Notice of Sale) specifying the rate of interest or formula for determining the same and premium, if any, and enclosed in a sealed envelope marked "Bid for $25,000,000 The City of Miami, Florida Tax Anticipation Notes, Series 1994." Bidders are requested to name the interest rate in multiples of 1/8 or 1/20 of it. Each bid must specify the interest rate for the Notes. No Note shall bear more than one rate of interest, which rate shall be uniform for the life of the Note, and no zero or blank rate or split rate will be permitted. No bid for less than all of the Notes offered will be entertained. Premiums may be specified. Bidders are hereby notified that by law no discount is permitted on the sale of the Notes. Award of Notes As between acceptable proposals complying with this Notice of Sale, the Notes will be sold to the responsible bidder whose proposal offers to purchase all of the Notes at such rate or rates of interest as will produce the lowest net interest cost rate to the City. The lowest net interest cost rate will be determined by taking the aggregate amount of interest at the fixed rate specified in the bids computed from October 13, 1994, the assumed date of delivery of the Notes, to September 27, 1994 ( days on a 360- day basis) and subtracting therefrom any premium bid. If this procedure results in a tie, the Notes will be awarded and sold to the bidders based on a ratable apportionment between or among such bidders. Right of Rejection and Waiver of Irregularity THE CITY RESERVES THE RIGHT TO REJECT ANY AND ALL BIDS, AND ANY BIDS NOT COMPLYING WITH THE PROVISIONS HEREOF OR FLORIDA LAW WILL BE REJECTED. THE CITY ALSO RESERVES THE RIGHT TO WAIVE ANY AND ALL INFORMALITY IN ANY BID, TO TAKE ANY ACTION ADJOURNING OR POSTPONING THE SALE OF THE NOTES OR TO TAKE ANY OTHER ACTION THE CITY MAY DEEM TO BE IN THE BEST INTEREST OF THE CITY. Official Statement The City has authorized the distribution of its Preliminary Official Statement, dated September 23, 1994, related to the Notes which it deems final for purposes of Rule 15c2-12 (b) (1) of the Securities Exchange Act of 1934, as amended (the "Rule") (except for certain omissions as described by the Rule). Such Preliminary Official Statement is subject to revision, amendment and completion in a final Official Statement. Upon the sale of the Notes, the City agrees to provide to the successful bidder, within the earlier of seven business days following the sale of the Notes or to accompany the successful bidder's confirmation that requests DM:[04547.D=.M=]TAN-RBS0. C - 2 94- 693 payment for the Notes, copies of a final Official Statement in quantities sufficient to comply with the Rule. The City will include in the Official Statement such additional information concerning the reoffering of the Notes as the successful bidder or bidders may reasonably request. The successful bidder or bidders will be responsible to the City and its officials in all respects with respect to the accuracy and completeness of information provided by such successful bidder or bidders with respect to such reoffering. The successful bidder or bidders will be required to acknowledge receipt of the Official Statement and will be prohibited from confirming the sale of any Notes unless the confirmation requesting payment from the customer is accompanied or preceded by a copy of the Official Statement. At the time of or prior to the delivery of the Notes, the successful bidder or bidders will be required to file the Official Statement with a nationally recognized municipal securities information repository acceptable to the City and to advise the City of the date and repository of such filing. In the event that the Notes are awarded to more than one bidder, such filing may be done by one of the successful bidders on behalf of all the successful bidders. At the time of or prior to delivery of the Notes, the successful bidder or bidders will be required to terminate its or their underwriting period or periods (as defined in the Rule). In the event that a successful bidder advises the City that its underwriting period has not been terminated at the time of delivery of the Notes, such successful bidder shall terminate its underwriting period not later than five days after the date of delivery of the Notes, unless the City shall agree to a longer period. The City will consider seriously any good faith request by such successful bidder for a longer period during which to underwrite the Notes. The successful bidder or bidders will not be required to pay the cost of printing the Preliminary Official Statement or a total of not more than 500 copies of the Official Statement (including any amendment or supplement thereto) to be allocated pro rata among such bidders but will be responsible for the costs of printing more than 500 copies of the Official Statement (including any amendment or supplement thereto). Good Faith Each bid must be accompanied by a certified or bank cashier's or treasurer's check drawn upon an incorporated bank or trust company, in the amount of $250,000, which check, on which no interest will be allowed, must be payable unconditionally to the order of The City of Miami, Florida. Award or rejection of bids will be made on the date above stated for receipt of bids and the checks of unsuccessful bidders will be returned immediately. The check of the successful bidder will be cashed and the proceeds, on which no interest will be allowed, will be held as security for the performance of the bid, the proceeds will be retained by the City. The retention of such check will constitute full liquidated D09:[04347.D0CS.M1SCjTAN-RES0. C - 3 94- 693 damages. If it shall be found impossible to issue and deliver the Notes, the City will deliver to the successful bidder a certified or bank cashier's or treasurer's check drawn upon a bank or trust company in The City of Miami, Florida, payable unconditionally to the order of such bidder, in the amount of the check deposited by such bidder with its bid. Upon delivery of the Notes, the proceeds of the check of the successful bidder will be applied to payment for the Notes. CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Notes, but neither the failure to print such numbers on any Note nor any error with respect thereto shall constitute cause for a failure or refusal by the purchasers thereof to accept delivery of or pay for the Notes in accordance with the terms of their bid. All expenses in relation to the printing of CUSIP numbers on the Notes will be paid by the City, provided, however, that the CUSIP Service Bureau charge for the assignment of said numbers shall be the responsibility of and shall be paid for by the successful bidder or bidders. Delivery of Notes Deliver of the Notes in definitive form will be made on or about October 13, 1994, or such other date as shall be appropriate to ensure compliance with the Rule, in Miami, Florida, against payment therefor in immediately available Federal Reserve Funds to the order of The City of Miami, Florida. The approving legal opinion of Squire, Sanders & Dempsey, Miami, Florida, will be furnished without cost to the purchasers of the Notes. The successful bidder shall be required, at or prior to delivery of the Notes, to furnish to the City such information concerning the initial prices at which a substantial amount of the Notes of each maturity were sold to the public as the City shall reasonably request. The usual closing documents shall also be furnished. However, the successful bidder will be responsible for the clearance or exemption with respect to the status of the Notes for sale under the Securities or "Blue Sky" laws of the several states and the preparation of any surveys or memoranda in connection therewith. Concurrently with the delivery of the Notes, the City Manager and the City's Director of Finance or other appropriate officers of the City will furnish their certificate to the effect that, to the best of their knowledge, the Official Statement as of its date and as of the date of delivery of the Notes, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein, in the light of the circumstances under which they were made, not misleading. The successful bidder shall have the right, at its option, to cancel its obligation to purchase the Notes if the City shall fail to tender the Notes for delivery within 60 days from the date DW;j04547.D0M.M3CjTAN-".W. C - 4 94- 693 herein fixed for the receipt of bids, and, in such event, the successful bidder shall be entitled to the return of its deposit mentioned above, with interest. Disclosure Obligations of the Purchaser Section 218.38(1)(b)(1), Florida Statutes, requires that the City file, within 120 days after delivery of the Notes, an information statement with the Division of Bond Finance of the State of Florida (the "Division") containing the following information: (a) the name and address of the managing underwriter, if any, associated with the issuance of the Notes; (b) the name and address of any attorney or financial consultant who advised the City with respect to the Notes; (c) any fee, bonus or gratuity paid by the managing underwriter or financial consultant, in connection with the Note issued to any person not regularly employed or engaged by such underwriter or consultant; and (d) any other fee paid by the City with respect to the Notes, including any fee paid to attorneys or financial consultants. The purchaser of the Notes is required to provide the City, on or prior to the date of delivery of the Notes, a statement signed by an authorized officer containing the information mentioned in (a) and (c) above. Section 218.38(1)(b)2, Florida Statutes, requires that the managing underwriter within 90 days after delivery of the Notes, provide the City with a statement containing the information mentioned in (c) above. The information provided pursuant to the cited statute will be maintained by the Division of Bond Finance and by the City as a public record. Right of Cancellation The successful bidder shall have the right, at its option, to cancel its obligation to purchase the Notes if the City shall fail to tender the Notes for delivery within sixty (60) days from the date of sale thereof, and in such event the successful bidder shall be entitled to the return of the deposit accompanying their bid [with interest?]. Certificate Regarding Reoffering Prices As soon as practicable, but not later than seven (7) days prior to delivery of the Notes, the successful bidder will be required to furnish the City a certificate specifying the reoffering price at which at least ten percent (10*) of the Notes were sold (or were offered in a bona fide public offering to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters of wholesalers) and as of the date of award of the Notes to the successful bidder reasonably expected to be sold to the public. Such certificate shall be in form and substance satisfactory to the Note Counsel and shall include such additional information as may be requested by Note Counsel. D09:104547MOCSMISC]T,N-moo. C- 5 9 4- 693 Estimate of True Interest Cost Each bidder is requested, but not required, to state in its bid the amount of interest payable on the Notes during the life of the issue and the percentage true interest cost (determined as described above) which shall be considered as informative only and not binding on either the bidder or the City. Minority and Women's Business Enterprises Pursuant to Ordinance No. 10062, as amended by Ordinance No. 10538 (collectively, the "Ordinance"), which by this reference thereto is hereby herein incorporated in its entirety, it is the policy of the City to ensure that MBE/WBE Firms (as hereinafter defined) have the maximum opportunity to participate in the performance of City contracts. Bidders have the option of complying with such policy by either joint venturing with MBE/WBE Firms or including such firms in their joint management group. For such purposes, a "HIDE/WBE Firm" is a firm at least 51% owned by blacks, hispanics or women whose management and daily business operations are controlled by one or more blacks, hispanics, or women who employ a maximum of twenty-five employees or have a net worth not in excess of two million dollars. The objective of the City is to achieve a goal of awarding a minimum of fifty-one percent (51%-) of the total annual dollar volume of all procurement expenditures to black, hispanic and .-women-owned small business enterprises to be apportioned as follows: seventeen percent (17%) to Blacks, seventeen percent (17%) to Hispanics and seventeen percent (17W) to women. Bidders are advised of the right of the City to terminate and cancel any contract or contractual agreement entered into as a result of this Notice of Sale, including elimination of the individual(s) from consideration and participation in future City contracts, on the basis of having submitted deliberate and willful, false or misleading information as to his, her or its status as a MBE/WBE Firm and/or the quantity and/or type of MBE/WBE Firm participation. Each bidder agrees to provide a sworn statement of compliance with the provisions of the Ordinance and its specific applicability to the purchase of the Notes, which statement shall certify that the bidder, during the course of time involved in the performance of the contract, shall not discriminate against any business, employee, or applicant for employment because of age, ethnicity, race, creed, color, religion, sex, national origin, handicap or marital status. Bidders are also required to provide a statement of the extent to which such business enterprise has as one or more of its p09:[o4347.D0c8.1At gTAN-R=- C- 6 94- 693 partners or principals persons who are black, hispanic or women, or is a joint venture comprised of a MBE/WBE Firm. Bidders are required to submit an Affirmative Action Plan (AAP), which shall include the projected annual goals and the timetables which will be used to employ and/or procure women, blacks and hispanics, a non-discrimination policy statement and any other actions which will be used to ensure equity in employment and the utilization of MBE/WBE Firms. Any significant subcontractors, suppliers or other parties to the bid or proposal shall also be required to submit an AAP. Bidders who do not presently have an AAP shall submit in lieu thereof a detailed listing of employees in tabular form indicating: (1) Ethnicity, race and gender; and (2) level of responsibility delineating between management, professional, administration and clerical. If the bidder is a public company, the bidder should indicate what percentage of its board of directors are members of an ethnic, racial, or gender minority. Bidders shall demonstrate a good faith effort to ensure equal employment opportunities for blacks, hispanics and women on the contract resulting from the Notice of Sale. Successful bidders shall document these efforts fully and shall provide reports as may be required by the City. Successful bidders shall permit access to their books, records and accounts by the Office of MBE/WBE Affairs or its designee for the purpose of investigation to ascertain compliance with the foregoing requirements. In the event of successful bidders` noncompliance with the affirmative action policy hereof, the City Manager may suspend in whole or part., cancel or terminate the bid or contract award and/or impose other sanctions as may be determined to be appropriate. Additional Information The official Bid Form and Notice of Sale and copies of the Preliminary Official Statement relating to the Notes may be obtained upon request to the undersigned at 300 Biscayne Boulevard Way, Suite 210, Miami, Florida, 33131, telephone number (305) 579- 6350, or to the Financial Advisors, Kishor M. Parekh, First Vice President, Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163 telephone number, (305) 571-1380 and Wendell G. Gaertner, Vice President, Public Finance, Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716 telephone number, (813) 573-8189. Dated: September D09: [04347. DOCS. MISCJTA N-RHSO. Carlos E. Garcia, CPA Director of Finance The City of Miami, Florida 1994 C-7 94- 693 W OFFICIAL BID FORM Proposal For the Purchase of $25,000,000 THE CITY OF MIAMI, FLORIDA TAX ANTICIPATION NOTES, SERIES 1994 DUE SEPTEMBER i, 1995 September , 1994 Commission of The City of Miami, Florida City Hall 3500 Pan American Drive Miami, Florida 33133 Dear Commissioners: On behalf of an underwriting syndicate which we have formed, headed by the undersigned and consisting of the firms listed on a separate sheet attached hereto as Exhibit A, and in accordance with the terms and conditions of the attached Notice of Sale dated September , 1994, (the "Notice of Sale"), which is hereby made a part of this proposal, we offer to purchase all of the $25,000,000 The City of Miami, Florida Tax Anticipation Notes, Series 1994 (hereinafter collectively referred to as the "Notes") to be dated October 13, 1994. We will pay for the Notes at the time of delivery, in immediately available Federal Reserve Funds, in the principal amount and bearing interest, calculated on the basis of a 360-day year of twelve 30-day months at the rate per annum stated below and to pay you therefor par plus the premium, if any, stated,below. Principal amount . . . . . . . . . . . . . . $ Interest rate . . . . . . . . . . . . . . . . . . Premium offered for the above amount of Notes Total . . . . . . . . . . . . . . . $ E1 [We enclose herewith a certified bank cashier's or treasurer's check, drawn on an incorporated bank or trust company, in the amount of $250,000 payable to the order of The City of Miami, Florida, which check is to be applied or returned in accordance with the Notice of Sale.) The Closing documents referred to in the Notice of Sale are to include certificates, dated as of the date of the delivery of the Notes, with reference to the Official Statement, as provided therein, and stating that there is no litigation pending or, to the knowledge of the signer of such certificate, threatened which would materially adversely affect the validity of the Notes. We hereby agree to provide to the city, at or prior to closing, such information regarding the initial prices at which a substantial amount of each maturity of the Notes were sold to the public as the City shall reasonably request. We agree to comply with all requirements of the Minority and Women Business Affairs Procurement Program ("MWBAPP") established under Ordinance No. 10062, as amended by Ordinance No. 10538, which Ordinance by this reference hereto is hereby herein incorporated in its entirety, which are applicable to this matter. We acknowledge the City's right to terminate, suspend or impose sanctions with respect hereto, as more fully outlined in the Notice of Sale. We certify that we, during the course of time involved in the performance of this contract, shall not discriminate against any business, employee or applicant for employment because of age, ethnicity, race, creed, color, religion, sex, national origin, handicap or marital status. We further state that (a statement of the extent to which the business enterprise has as one or more of its partners or principals persons who are black, hispanic or women, or is a joint venture comprised'of a non - minority and minority business and/or women -owned enterprise). We agree to: (a) implement specific affirmative action plans as approved by the director of the Office of MBE/WBE Affairs including the submission of an AAP (as outlined in the Notice of Sale) and to demonstrate a good faith effort to ensure equal employment opportunities for blacks, hispanics and women on this contract; (b) document these efforts fully and to provide reports as may be required by the City; (c) permit access to our books, records and accounts by the office of MBE/WBE Affairs or its designee for the purpose of investigation to ascertain compliance with the foregoing requirements; and we acknowledge that in the event of noncompliance with the requirements of the MWBAPP (as more fully outlined in the Notice of Sale) , the City Manager may suspend in whole or part, cancel or terminate the bid award and/or impose other sanctions as may be determined to be appropriate. Respectfully submitted, , Bidder By: Title: DMI04W.nocs.H MMAN-MO, C- 9 94- 693 (No addition or alteration except as provided above, is to be made to this bid form, and it must not be detached from the Notice of Sale.) The following is provided for information only and is not a part of this bid: The total amount of interest payable on the Notes computed from October 13, 1994 (the assumed date of delivery) to September 27, 1995 at the fixed rate specified above is . . . . . . . . . . . . $ The premium offered is . . . The adjusted net interest cost is (360/* $ The adjusted net interest cost rate is . . . . . . . If our bid is not accepted, the enclosed good faith check should be returned to the following: Firm: Attention: Street: City: State: Zip: IF THE UNSUCCESSFUL BIDDER DESIRES TO RECEIVE RETURN OF THE GOOD FAITH CHECK IN PERSON, THE CHECK WILL BE AVAILABLE AFTER OPENING AND EVALUATION OF THE BIDS. The above mentioned check has been returned and receipt thereof is duly acknowledged. D09404547 MOCS. AN.RM. Bidder By: Title: Telephone Number: C-10 94- 693 EXHIBIT A TO THE OFFICIAL BID FORM Following is a list of the members of our account on whose behalf this bid is made. Joint Management Group Member(s)* of Liability Syndicate Group Member(s)* of Liability_ *Please indicate which members of the account are MBE/WBE firms. EXHIBIT D PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER , 1994 In the opinion of Squire, Sanders & Dempsey, Note Counsel, under existing laws, (i) assuming continuing compliance with certain covenants, the interest on the Notes is excluded from gross income for federal income tax purposes and is not treated as an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations under the Internal Revenue Code of 1986, as amended; and (ii) the Notes and the income thereon are exempt from taxation under the laws of the State of Florida, except for estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits on debt obligations owned by corporations, banks and savings associations. The interest on the Notes may be subject to certain federal taxes imposed only on certain corporations, including the imposition of corporate alternative minimum tax on a portion of that interest. For a more complete discussion of tax aspects see "TAX EXEMPTION" herein. BOOK -ENTRY ONLY NEW ISSUE RATINGS: Moody's: S&P: See "RATINGS" herein $25,000,000* The City of Miami, Florida Tax Anticipation Notes, Series 1994 Dated Date: Date of Delivery Due: September 27, 1995 Rate: % Yield: %- The Tax Anticipation Notes, Series 1994 (the "Notes"), are being issued by The City of Miami, Florida (the "City") for the purpose of providing funds to pay the appropriations made by the City for the fiscal year ended September 30, 1995 (the "Fiscal Year") in anticipation of the receipt of gd valorem taxes collected by the City during the Fiscal Year other than revenues from 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") and to pay a portion of the costs of issuance of the Notes. The Notes, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, new York, New York ("DWI), acting as securities depository for the Notes. Individual purchases of the Notes will be made in book - entry form only in denominations of $5, 000 or any integral multiple thereof. Purchasers of the Notes will not receive physical delivery of Note certificates. Transfer of the Notes will be effected through a book -entry system as described herein. As long as DTC or its nominee is the registered owner of the Notes, payments of interest on and the principal of the Notes are to be made to Cede & Co., as nominee, for DTC as registered owners of the Notes, by The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida, as paying agent (the "Paying Agent"). Cede D09: [04547. DOC3. MiA280013 ] POs-1. 94- 693 �4ss� & Co. is responsible for remitting such interest and principal payments to DTC Participants (as defined herein) for subsequent disbursement to the Beneficial Owners (as defined herein) of the Notes. The principal of and interest on the Notes shall be paid at maturity. The Notes are not subject to redemption prior to maturity. The principal of and the interest on the Notes are payable solely from and secured solely by a prior lien on and pledge of the City' a ad valorem taxes collected during the Fiscal Year, except such ad valorem taxes approved by referendum and levied specifically to pay debt service on bonds or other obligations issued by the City, which constitute the Pledged Funds. The Notes do not constitute a general obligation of the City and neither the full faith and credit nor the taxing power of the City, Dade County, Florida or the State of Florida 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. This cover page contains certain information for quick reference only. It is not a summary. Potential purchasers should not rely upon this page independent of the body of this Official Statement which must be read in its entirety before making an informed investment decision. SEALED BIDS FOR THE NOTES WILL BE RECEIVED BY THE CITY AT 11:00 A.M., EASTERN TIME ON OCTOBER 5, 1994, AT CITY HALL, 3500 PAN AMERICAN DRIVE, MIAMI, FLORIDA 33131. THE CITY WILL AWARD THE SALE OF THE NOTES BY 11:00 A.M. EASTERN TIME ON SUCH DATE. THE CITY RESERVES THE RIGHT TO SCHEDULE AND RESCHEDULE THE OPENING OF THE SEALED BIDS TO A SUBSEQUENT DATE WITH NOTICE THEREOF GIVEN IN SUCH MANNER AS THE CITY DEEMS APPROPRIATE. THIS PRELIMINARY OFFICIAL STATEMENT IS "DEEMED FINAL" BY THE CITY AS OF ITS DATE FOR PURPOSES OF, AND EXCEPT FOR CERTAIN OMISSIONS PERMITTED BY, SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12(B)(1). The Notes are offered when, as and if issued and received by the Underwriters, subject to the opinion as to legality by Squire, Sanders & Dempsey, Miami, Florida. Certain matters will be passed on for the City by A. Quinn Jones, III, Esq., City Attorney, Florida. Howard Gary & Company, Miami, Florida, and Raymond James & Associates, Inc., St Petersburg, Florida, are serving as co - financial advisors to the City. It is expected that settlement for the Notes will occur through the facilities of DTC, in New York, New York, on or about October 13, 1994. Dated: October , 1994. *Preliminary, subject to change. M: [04.%7. DOCS.MW800131MS-1. 94 - 693 [RED HERRING LANGUAGE] This Preliminary Official Statement and the information contained herein are subject to change, completion or amendment without notice. The Notes may neither be sold nor may offers to buy the Notes be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute either an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. D09: [0M7.DOCS.MW 80Q13]POS-1. 94- 693 THE CITY OF MIAMI, FLORIDA MEMBERS OF THE BOARD OF CITY COMMISSION THE HONORABLE STEPHEsN P. CLARK Mayor THE HONORABLE MILLER J. DAWKINS Commissioner THE HONORABLE WILFREDO ("WILLY") GORT Commissioner THE HONORABLE VICTOR H. DE YURRE Vice Mayor THE HONORABLE J.L. PLUMMER, JR. Commissioner CITY OFFICIALS City Manager . . . . . . . . . . . . . . . . . CESAR H. ODIO City Attorney . . . . . . . . . . . . . A. QUINN JONES, III, ESQ. Director of Finance . . . . . . . . . . CARLOS E. GARCIA, C.P.A. City Clerk . . . . . . . . . . . . . . . . . . . . . MATTY HIRAI Note Counsel SQUIRE, SANDERS & DEMPSEY Miami, Florida Co -Financial Advisors HOWARD GARY & COMPANY Miami, Florida and RAYMOND JAMES &.ASSOCIATES, INC. St. Petersburg, Florida D09: [04547. DOCS.M1A2W013]P03-1. 94- 693 No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representations other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any Notes nor shall there be any sale of the Notes to any person in any jurisdiction in which it is unlawful to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Notes. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as a representation of fact. The information set forth herein has been obtained from the City and other official 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 by, the Underwriter(s). The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. This Official Statement is submitted in connection with the offer and sale of the Notes and may not be reproduced or used, in whole or in part, for any other purpose. THE NOTES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE -UPON EXEMPTIONS CONTAINED IN SUCH ACTS. THE REGISTRATION OR QUALIFICATION OF THE NOTES IN ACCORDANCE WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF ANY, IN WHICH THE NOTES HAVE BEEN REGISTERED OR QUALIFIED AND THE EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS OF THE NOTES OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. E 0:J04.47.DM.MWW013,P0S-1. 9 4- 693 TABLE OF CONTENTS Pane INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . 1 AUTHORITY FOR THE ISSUE . . . . . . . . . . . . . . . . . . . 1 PURPOSE OF THE NOTES . . . . . . . . . . . . . . . . . . . . 1 DESCRIPTION OF THE NOTES . . . . . . . . . . . . . . . . . . 1 SECURITY FOR THE NOTES . . . . . . . . . . . . . . . . . . . 4 SOURCES AND USES OF FUNDS . . . . . . . . . . . . . . . . . . 5 REGISTRATION, EXCHANGE AND TRANSFER . . . . . . . . . . . 6 LEGAL DEBT LIMITATIONS . . . . . . . . . . . . . . . . . . . 6 DEBT SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . 7 TAX MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . 16 [PENDING MATTERS] . . . . . . . . . . . . . . . . . . . . . . 17 LITIGATION . . . . . . . . . . . . . . . . . . . . . . . . . 17 RATINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 UNDERWRITING . . . . . . . . . . . . . . . . . . . . . . . . 18 FINANCIAL ADVISORS . . . . . . . . . . . . . . . . . . . . . 18 FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . 19 LEGALITY . . . . . . . . . . . . . . . . . . . . . . . . . . 19 DISCLOSURES REQUIRED BY FLORIDA BLUE SKY REGULATIONS . . . . 19 CERTAIN CLOSING CERTIFICATES . . . . . . . . . . . . . . . . 20 MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . 20 APPENDIX A - DESCRIPTION OF THE CITY OF MIAMI . . . . . . . . A-1 APPENDIX B - GENERAL PURPOSE FINANCIAL STATEMENTS . . . . . . B-1 APPENDIX C - THE RESOLUTION . . . . . . . . . . . . . . . . C-1 APPENDIX D - FORM OF LEGAL OPINION . . . . . . . . . . . . . D-1 DW:[04U7.DOC3.MW8Wl3,PO 1. ii 9 4- 693 Official Statement $25,000,000* THE CITY OF MIAMI, FLORIDA Tax Anticipation Notes, Series 1994 INTRODUCTION The purpose of this Official Statement, including the cover page and all appendices hereto, is to set forth certain information in connection with the sale by The City of Miami, Florida (the "City"), of its $25,000,000* aggregate principal amount of Tax Anticipation Notes, Series 1994 (the "Notes"). AUTHORITY FOR THE ISSUE The Notes are being issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes, as amended, and pursuant to the Charter of the City, as amended (collectively, the "Act"), and a resolution duly adopted by the City on September 22, 1994 (the "Resolution"). A copy of the Resolution is included as APPENDIX C hereto. Capitalized terms used herein and not defined shall have the meaning ascribed to them in the Resolution. For a complete description of the terms and conditions of the Notes, reference is made to the Resolution. The description of the Notes and the documents authorizing and securing the Notes and the information from reports contained herein do not purport to be comprehensive or definitive. All references herein to the Notes and such documents and reports are qualified in their entirety by reference thereto. PURPOSE OF THE NOTES The Notes are being issued for the purpose of providing funds to pay the appropriations made by the City Commission of the City for the fiscal year ending September 30, 1995 (the "Fiscal Year") in anticipation of the receipt of the City's ad valorem taxes for such Fiscal Year and to pay a portion of the costs of issuance of the Notes. DESCRIPTION OF THE NOTES The Notes will be issued in the aggregate principal amount, will bear interest at the rate, and will mature on the date, all as set forth on the cover page of this Official Statement. The Notes will be dated the date of their original issuance and delivery and *Preliminary, subject to change. 1 shall be issued in fully registered form in the denominations of $5,000 or any integral multiple thereof and, when issued, will be registered in the name of Cede & Co., as nominee of the Depository Trust Company, New York, New York ("DTC"). Purchases of beneficial interests in the Notes will be made in book -entry -only form (without certificates) in the denominations of $5,000 or any integral multiple thereof. The City has appointed the Bank of New York, Trust Company of Florida, N.A., Jacksonville, Florida as paying agent (the "Paying Agent") for the Notes. Hook -Entry -Only System The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Notes. The Notes will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee). One fully registered Note certificate will be issued for the Notes in the aggregate principal amount of the Notes 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 securities that its participants ("Participants") deposit with DTC. DTC also facilitates the settlement among Participants of securities transactions,- such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in Participants' accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). The Rules applicable to DTC and its Participants are on file with the Securities and Exchange Commission. Purchases of Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Notes on DTC records. The ownership interest of each actual purchaser of each Note ("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, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well D09:[04S47.DOCS.ML4290013]POS-1. 2 94- 693 as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfer of ownership interests in the Notes are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Notes, except in the event that use of the book -entry system for the Notes is discontinued. To facilitate subsequent transfers, all Notes deposited by Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of notes with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Notes; DTC's records reflect only the identity of the Direct Participants to whose accounts such Notes are credited, which may or may not be the Beneficial Owners. The 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. Redemption notices shall be sent to Cede & Co. If less than all of the Notes within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy) . Principal and interest payments on the Notes will be made to DTC. DTC's practice is to credit Direct Participants' accounts on payable date in accordance with their respective holdings shown on DTC' s records unless DTC has reason to believe that it will not receive payment on payable date. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent, or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the City or the Paying Agent, disbursement of such payments to Dog:[04S47,D=.?&M80013;P0s-1. 3 9 4- 693 W Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Notes at any time by giving reasonable notice to the City or the Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, Note certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book - entry transfers through DTC (or a successor securities depository). In that event, Note certificates will be printed and delivered. The information in this section concerning DTC and DTC's book - entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. SECURITY FOR THE NOTES 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 add 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 or the State of Florida 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. Commencing on December 1, 1994, the Director of Finance shall withdraw from the General Fund of the City all Pledged Funds as received and deposit the amount so withdrawn to the credit of a special fund called the Note Fund created under the terms of the Resolution (the "Note Fund"), until the amount then on deposit to the credit of the Note Fund on the first day of the indicated month equals the following percentages of the sum of the principal of and interest on the Notes to be paid at maturity (the "Note Fund Requirement"): M.[04-%7.D=,MIA2W013,P0S-1. 4 9 4- 693 Percentage of Month Note Fund Requirement December 25W January 15 February 15 March 15 April 15 May 15 Total 100!k If the amount so deposited in any month to the credit of the Note Fund shall be less than the required amount for such month, the requirement therefor 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. 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 stated above. 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. SOURCES AND USES OF FUNDS The following table sets forth the overall anticipated sources and uses of funds associated with the issuance of the Notes: Sources of Funds: Principal Amount $ 25.000.000 Premium Total Sources Uses of Funds: Deposit to the General Fund $ Cost of Issuance Underwriters' Discount Total Uses $ M:104.U7,DM.MW80019]r0s-t. 5 94- 693 REGISTRATION, EXCHANGE AND TRANSFER As long as a book -entry system is used for determining beneficial ownership of the Notes, registration, transfer and exchange of the Notes will occur as described under "DESCRIPTION OF THE NOTES - Book -Entry -Only System". LEGAL DEBT LIMITATIONS The Florida Constitution The Florida Constitution does not provide a limit on the amount of ad valorem taxes the City may levy for voted bonds. However, pursuant to Article VII, Section 9, of the Florida Constitution, the City is limited to an annual maximum tax levy of 10 mills per $1.00 ($10 per $1,000) of the assessed value of real estate and tangible personal property for municipal purposes other than for the payment of voted bonds. Ad valorem taxes levied for periods not exceeding two years and authorized by a vote of the electorate are excluded from 10 mill limitations. Article VII, Section 12 of the Florida Constitution requires the approval of electors prior to the issuance of bonds payable from ad valorem taxes and maturing more than twelve months after issuance. The provision in Article VII, Section 12, which limits such vote to electors who are owners of freeholds not wholly exempt from taxation has been held by the courts to be void. Accordingly, all qualified electors in the City are eligible to vote in bond elections. The remainder of the relevant section of the Florida Constitution providing for ad valorem taxation has been held valid and remains,operative. The City Charter The City Charter limits general obligation debt of the City to 15k of the assessed valuation of all real and personal property within the City limits as shown by the last preceding assessment roll of the City and provides that bonds for street, sewer, sidewalk and other public improvements which are paid from special assessments shall not be subject to such limitation of amount nor be considered when computing the amount of general obligation bonds that may be issued. The debt limitation for general obligation bonds as of September 30, 1994 was $ based on the net assessed valuation of $10,479,051,560. Outstanding general obligation debt applicable to the City's debt limitation as of September 30, 1994, totaled $ which is approximately W of the net assessed valuation. M:[04547.D0CS.M1A280013]P0S-1. 6 it 4- 693 W DEBT SUMMARY The information under this heading is subject in all respects to the more detailed financial information in the audited financial statements of the City. See, "General Purpose Financial Statements of the City for the Fiscal Year Ended September 30, 1993" attached hereto as Appendix B. Short -Term Borrowing History The following table sets forth the City's short-term borrowing history for the last five years. AGGREGATE SHORT YEAR TERM BORROWING 1993 $ 30,000,000(a) 1992 $ 30,000,000(b) 1991 $ 20,000,000(c) 1990 $ 15,000,000(d) 1989 $ 14,960,000(e) * Based on the City's fiscal year ended September 30. (a) The City of Miami, 1993. (b) The City of Miami, 1992. (c) The City of Miami, 1991. (d) The City of Miami, 1990. (e) The City of Miami, 1989. Selected Debt Data Florida Tax Anticipation Notes, Series Florida Tax Anticipation Notes, Series Florida Tax Anticipation Notes, Series Florida Tax Anticipation Notes, Series Florida Tax Anticipation Notes, Series The following tables provide details of the City's principal and interest requirements on general obligation bonds and certain other selected debt data. D04:[04A7.D0CS.M1 &*13]POS-1. 7 9 4- 693 M General Obligation Bonded Indebtedness Principal and Interest Requirements as of September 30, 1994 Fiscal Year Ending 9130 Principal Interest 1994 $ $ 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Total nog:[04547.D0Cs.M1A250019]P0s-1. 8 Total 94-- 693 Net Direct and Overlapping Debt as of September 30, 1993 (amounts rounded to nearest thousands) City of Miami Dade County School Board(2) TOTAL Amount Gross Available and Debt Reserves $ 185,015 $ 2,310 461,466 48,277 410,820 20,088 1 057 .630.1 70 625 Percentage Application City's to the City Share of Debt 100 % $182,705 19%(1) 78,515 19 0) 74.239 335 459 (1) Based upon the percentage of the County tax roll valuation comprised of real and personal property situated in the City of Miami. [(2) The amounts provided by the School Board are as of June 30, 1992. Source: The City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993. Note: 1994 information not available from overlapping units. [BALANCE OF PAGE INTENTIONALLY LEFT BLANK] D09: [04547.DOCS.MIA280013]POS•1. E 34- 693 Debt Statistics and Various Debt Ratios The following tables detail the City's debt statistics and significant comparative ratios of debt to population and to the City's tax base. Debt Ratios of the City of Miami September 30, 1993 Factors: Net Assessed Valuation(') ............................................... $ Net Taxable Assessed Valuation ........................................... $ The City of Miami debt Net, of Reserve Funds ...................... $ General Obligation Special Obligation() ................................................. Overlapping debt, Net Special Obligation(3) ........................... $ General Obligation ..................................... $ Special Obligation ........................................... Total Net Direct and Net Overlapping Debt ................................... $ Population of Miami("O........................................... Net Assessed Valuation Per Capita .......................................... $ Net Taxable Valuation Per Capita ........................................... $ Debt Ratios: Net Direct General Obligation Debt as a Percent of NetTaxable Assessed Valuation ........................................ % Combined Net Direct and Overlapping General Obligation Debt as Percent of Net Taxable AssessedValuation .......................................... % Net Direct General Obligation Debt Per Capita .................................... $ Combined Net Direct General and Special Obligation Debt Per Capita ........................................... $ Combined Net Direct and Overlapping General and Special Obligation Debt Per Capita .............................. $ (1) Assessed valuation as of the final tax roll, from Metropolitan Dade County, using 100% of assessed value as mandated by Florida law. (2) Special Obligation debt includes special obligation bonds as well as revenue bonds payable from revenue sources other than ad valorem taxes. (3) Based upon the percentage of the County's tax roll valuation comprised of real personal property situated in the City of Miami. (4) Based on the City of Miami estimate. The 1990 U.S. Bureau of Census preliminary population count of 358,458 is being challenged by the City and is expected to be adjusted. SOURCE: City of Miami. M:[04.%7.D0CS.MIA2800131P0S-1. 1 Ratio of Net General Obligation Bonded Debt to Net Assessed Value and Net General Obligation Bonded Debt Per Capita ($ in thousands) Net General Fiscal Assessed Homestead Net Assessed Obligation Per Year Population Value Exemption Value Bonded Debt Ratio Capita 1993 $ $ $ $ $ % _ 1992 383,700M 11,923,790 968,250 10,955,540 184,740 1.69 % 485.26 1991 383,0000) 11,777,685 985,533 10,796,152 186,144 1.73 486.89. 1990 383,0000) 11,515,111 981,728 10,533,383 184,302 1.75 481.20 1989 371,444(2) 11,210,985 969,335 10,241,650 195,860 1.91 527.29 1988 369,007(2) 10,761,797 954,978 9,806,819 186,041 1.90 504.17 1987 368,210(2) 10,420,911 933,300 9,487,611 195,578 2.06 514.70 1986 371,975« 10,184,933 953,516 9,231,417 190,697 2.07 512.66 1985 380,446(2) 9,696,610 952,430 8,744,180 170,087 1.95 447.07 1984 383,027(2) 9,346,033 954,979 8,391,054 146,102 1.74 381.74 (1) Based on annual population estimates provided by the State of Florida, Division of Population Studies, Bureau of Business and Economic Research, University of Florida. (2) Based on the City of Miami estimate. The 1990 U.S. Bureau of Census preliminary population count of 385,458 is being challenged by the City and is expected to be adjusted. Source: The City of Miami, Florida Comprehensive Annual Financial Report, Fiscal Year Ended September 30, 1993. Cp 1 G� D09:[04s47.Docs.MIA290013]Pos-1. 11 Procedure for Tax Levy and Tax Collection Real and personal property valuations are determined each year as of January 1, by the Dade County Assessor of Property at 100W of market value. A notice is mailed to each property owner indicating the property valuation. The property owner has the right to file an appeal with the Dade County Clerk of the Board of Tax Adjustment if such property valuation as determined by the property appraiser is inconsistent with that as determined by the property owner. All appeals of such valuation determinations are heard by the Dade County Board of Equalization. The Board certifies the assessment roll upon completion of the hearing of all appeals so filed. All taxes are due and payable on November 1 of each year or as soon thereafter as the assessment roll is certified and delivered to the Dade County Tax Collector. The Dade County Tax Collector mails to each taxpayer on the assessment roll a notice of the taxes levied. Taxes may be paid upon receipt of such notice, with discounts at the rate of four percent if paid in the month of November, three percent if paid in the month of December, two percent if paid in the month of January and one percent if paid in the month of February. Taxes paid during the month of March are without discount. Taxpayers also have the option of paying their taxes in equal quarterly payments based on the prior years` tax assessment with a six percent discount with the June 30th payment, four percent discount with the September 30th payment, two percent discount plus one-half of any adjustments required to bring tax payments to current year's tax assessments, discounted at three percent with the December 31,payment and no discount plus one-half of any such adjustments with the March 31st payment. All unpaid taxes on real and personal property become delinquent on April 1 of the calendar year following the year in which the taxes were levied. All tax collections for the City are delivered to the City by Dade County. The delinquent real property taxes bear interest at the rate of eighteen percent per year from April 1 until a tax sale certificate is sold at auction from which time the interest rate shall be as bid by the buyer of the certificate. Tax Schedules and Tables The following tables present detailed information pertaining to the City's assessed property valuations, tax levies and collections and the City's ten largest tax assessments. The assessed value of taxable property in the City together with the real and personal property value assessed and homestead exemptions in the current and each of the last ten completed fiscal years is detailed below. nog:[o4sa7.DWS.MW80013Iros-1. 12 94' 693 ASSESSED VALUE OF ALL TAXABLE PROPERTY FISCAL YEAR ENDED SEPTMMER 30, (in thousands) Fiscal Real Personal Year Property Property 1993 $ $ $ 1992 10,660,223 1,263,567 1991 10,534,602 1,243,083 1990 10,243,901 1,271,210 1989 9,997,519 1,213,466 1988 9,519,481 1,242,316 1987 9,210,476 1,210,435 1986 8,979,226 1,205,707 1985 8,538,398 1,158,212 1984 8,230,309 1,115,724 Homestead Net Assessed Total Exemptions Value 11,923,790 968,250 10,955,540 11,777,685 985,533 10,792,152 11,515,111 981,728 10,533,383 11,210,985 969,335 10,241,650 10,761,797 954,978 9,806,819 10,420,911 933,300 9,487,611 10,184,933 953,516 9,231,417 9,696,610 952,430 8,744,180 9,346,033 954,979 8,391,054 SOURCE: Metropolitan Dade County Property Appraiser's Office The net assessed value for fiscal year 1993-94 is $ or a %- increase over the previous year's assessment. The City has been notified by the Dade County Property Appraiser that the 1994 net assessment estimate for purposes of developing the fiscal year 1994-95 budget is $ , or a t reduction compared to the prior assessment. tM:[04.%7.D=.MW&*13jMS-1. 13 94- 693 MEN The following table lists the ten largest tax assessments in The City of Miami. Ten Largest Property Tax Assessments in the City of Miami 1993 Assessed Values Assessed Value Name of TaxPayer Name of of Activity 0 0 1. City National Bank Bank/Trustee $254,038 2. Southern Bell Telephone Utility 213,455 3. Equitable Life Assurance Real Estate 185,336 Investments 4. Florida Power & Light Co. Utility 180,370 5. SEFC Buildings Office Building 162,971 6. Brickell Associates Office Building 68,960 7. Inter -Continental Florida, Ltd. Real Estate 67,602 Development 8. One Biscayne Tower Office Building 61,600 9. Knight Ridder/Miami Herald Newspapers 55,598 10.Terremark, Inc. Real Estate 51,532 Investments e SOURCE: Metropolitan Dade County Property Appraiser's Office The City has levied certified millages of mills for fiscal year 1993-1994 beginning October 1, 1993, consisting of mills for general government and mills for debt service. The following table shows the tax levies and collections of the city for each of the last ten completed fiscal years. Tax Levies and Collections Fiscal years Ended September 30 (in thousands) Outstanding Delinquent Collections Percent Collection Collections as Outstanding Taxes As Fiscal Total Tax of Current of Levy of Delinquent Total Tax Percent of Delinquent Percent of City Year, Levv111 Year's Taxes Collected Taxes Collection Current Levy Taxes 2 Current Levy MillageM 1993.... $ $ % $ $ % $ % 1992.... 130,702 118,369 90.56 5,780 124,149 94.98 5,077 3.88 11.9303 1991 .... 128,832 119,036 92.40 7,419 126,455 98.16 5,059 3.93 11.9376 1990.... 125,743 119,363 94.93 4,592 123,955 98.58 5,162 4.11 11.9376 1989.... 122,260 114,535 93.68 3,710 118,245 96.72 5,742 4.70 11.9376 1988.... 115,935 107,908 93.08 2,356 110,264 95.11 4,621 3.99 11.8219 1087.... 116,612 111,740 95.82 1,606 113,346 97.20 2,894 2.48 12.2910 1988.... 109,938 105,457 95.92 944 106,401 96.83 3,318 3.01 11.9091 1987.... 104,135 100,976 96.97 722.(3) 101,698 97.66 3,970 3.81 11.9091 1986.... 93,340 88,982 95.33 3,036 92,018 98.58 3,367 3.61 10.1238 delinquent tax collections are included with collection of current year's (1) Current year's . taxes. y; (2) Net of reserve for early payment discounts and uncollectible tax of approximately 5W of total tax levy. (3) Includes levies for general operations and debt service. D09. [04547.DOCS.MIA280013jPOS-1. 15 TAX MATTERS The Internal Revenue Code of 1986, as amended (the "Code,'), includes requirements which the City must continue to meet after the issuance of the Notes in order that the interest on the Notes not be included in gross income for federal income tax purposes. The City's failure to meet these requirements may cause interest on the Notes to be included in gross income for federal income tax purposes retroactive to their date of issuance. The City has covenanted in the Resolution to take the actions required by the Code in order to maintain the exclusion from gross income for federal income tax purposes of the interest on the Notes. In the opinion of Note Counsel, assuming continuing compliance by the City with the tax covenants referred to above, under existing statutes, regulations, rulings and court decisions, interest on the Notes is excluded from gross income for federal income tax purposes. Interest on the Notes is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, interest on the Notes is taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on corporations. Note Counsel is further of the opinion that the Notes and the interest thereon are not subject to 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 above, Note 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 Notes. Prospective purchasers of Notes should be aware that the ownership of Notes may result in other collateral federal tax consequences, including (i) the denial of a deduction for interest on indebtedness incurred or continued to purchase or carry Notes or, in the case of a financial institution, that portion of the owner's interest expense allocable to interest on a Note, (ii) the reduction of the loss reserve deduction for property and casualty insurance companies by 15 percent of certain items, including interest on Notes, (iii) for taxable years beginning before 1996, the inclusion of interest on Notes in "modified alternative minimum taxable income" for purposes of the environmental tax imposed on corporations, (iv) the inclusion of interest on Notes in the earnings of certain foreign corporations doing business in the United States for purposes of a branch profits tax, (v) the inclusion of interest on Notes in the passive income subject to federal income taxation of certain Subchapter S corporations with Subchapter S earnings and profits at the close of the taxable year and (vi) the inclusion in gross income of interest on Notes by recipients of certain Social Security and Railroad Retirement Benefits. nog:[04547XOM.r1n280o13Jeos-1. 16 94- 693 N ram., [PENDING MATTERS] [Employee Benefits Liability] [The City is a party to a number of cases involving the City's pension fund and workmen's compensation. Prior to 1973, Florida statutory law as well as the City's Code permitted the City to deduct from employees' pension payments the amount that the employee receives from workmen's compensation. In 1973 Florida statutory law was repealed but the City continued to offset its pension payments against workmen's compensation payments of its employees pursuant to the City Code. In 1989, the Supreme court of Florida ruled that the City's pension offset was improper. As a result, the City is or may be subject to an additional 56 pension offset cases. To date, the Workmen's Compensation Court has issued 18 orders against the City which total in the aggregate $2, 543, 312. The City took an appeal from each of those orders and has lost at the appellate court on most of them. The City has employed legal counsel to seek review of those decisions by the Florida Supreme Court. In addition to the 18 orders, 23 other cases are currently in litigation, and the remaining 16 cases have not been pursued to date. If all 57 cases were decided against the City, the total cost is estimated to be $6.4 million for which the City has no reserves. In the event that the City is successful in its efforts at the Florida Supreme Court level, the financial impact on the City may be significantly reduced. Otherwise, it will need to consider other alternatives such as a structured payment over a number of years in order to try to mitigate the financial impact that these decisions would have if the City was required to pay all the claims within a short period of time. [Settlement of Claim The City has recently settled civil litigation brought against it by Mr. Antonio Edwards and other related parties arising from an incident involving City police officers., City Resolution J-93-510 authorized the settlement pursuant to which the City agreed to pay, in various amounts over a four year period commencing October 1, 1993, cash sums equal to $6,737,197 plus the cost of certain past medical bills and a future health care plan for Mr. Edwards.] LITIGATION There is not now pending any litigation restraining or enjoining the issuance or delivery of the Notes or the levy or collection of ad valorem taxes to pay the principal of or the interest on the Notes, or questioning the proceedings or authorization under which the Notes are to be issued, or affecting the validity of the Notes. DW:[04.%7.D0M.MW80013,POS-1. 17 9 4- 693 The City is In the opinion which represents material effect on the Notes. a defendant from time of the City Attorney potential liability on its ability to pay RATINGS to time in various lawsuits. any such pending litigation for the City will not have a the principal of or interest The Notes have received ratings of [ ] from Moody's Investors Service, Inc. and [ ] from Standard & Poor's Rating Group. Generally, rating agencies base their ratings on the information and materials so furnished and on investigations, studies and assumptions by the rating agencies. Such ratings reflect only the views of such rating agencies, and an explanation of the significance of such ratings may be obtained from the rating agencies. There is no assurance that the ratings will continue for any given period of time or that they will not be revised or withdrawn entirely by the rating agencies, if in their judgment circumstances so warrant. A revision or withdrawal of any such rating may have an adverse effect on the market price of the Notes. UNDERWRITING (the "Underwriter") has agreed, subject to the proceedings authorizing the issuance of the Notes, to purchase the Notes from the City for the purpose of resale. The Underwriter or their representatives have furnished the information in this Official Statement pertaining to the public offering price of the Notes, and have participated in the preparation of portions of this Official Statement. The public offering price of the Notes may be changed from time to time by the Underwriter, and the Underwriter may allow a concession from the public offering price to certain dealers. None of the Notes will be delivered by the City to the Underwriter unless all of the Notes are delivered. FINANCIAL ADVISORS The City has retained Howard Gary & Company, Miami, Florida, and Raymond James & Associates, Inc., St. Petersburg, Florida, as Financial Advisors (the "Financial Advisors") in connection with the preparation of the City's plan of financing and with respect to the authorization and issuance of the Notes. The Financial Advisors are not obligated to undertake and have not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. Howard Gary & Company and Raymond James & Associates, Inc., are full service investment banking firms which provide financial advisory and underwriting services to governmental entities throughout the nation. nog:j04347.DM.Ivun 8W131PaS-1. 18 94- 693 FINANCIAL STATEMENTS The general purpose financial statements of the City appearing as Appendix B to this Official Statement have been examined by Deloitte & Touche, independent certified public accountants, for the fiscal year ended September 30, 1993, as stated in their report to the City Commissioners dated , 1994, and are an integral part of this Official Statement. See Appendix B, "General Purpose Financial Statements". LEGALITY Certain legal matters incident to the validity of the Notes, including their authorization, issuance and sale by the City are subject to the approval of Squire, Sanders & Dempsey, Miami, Florida, Note Counsel. Certain legal matters will be passed upon for the City by A. Quinn Jones III, Esq., the City Attorney. Squire, Sanders & Dempsey, Note Counsel, has not undertaken independently to verify and therefore express no opinion as to the accuracy, completeness, fairness or sufficiency of the information or statements contained in this Official Statement or in the appendices attached hereto except as to the accuracy of the portions hereof captioned "DESCRIPTION OF THE NOTES" (other than the portion thereof captioned "Book -Entry Only System") and "SECURITY FOR THE NOTES" to the extent such portions purport to summarize certain provisions of the Resolution and except as to the accuracy of the information under the caption "TAX MATTERS". DISCLOSURES REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 3E-400.003, Florida Administrative Code, requires the City to disclose each and every default as to payment of principal and interest after December 31, 1975, with respect to obligations issued or guaranteed by the City. Rule 3E-400.003 further provides, however, that if the City in good faith believes that such disclosure would not be considered material by reasonable investors, such disclosure may be omitted. Certain obligations issued by the City in which the City has acted merely as a conduit for payment do not constitute an actual debt, liability or obligation of the City, but are instead secured by payments to be made from certain users of bond -financed property. Because such other obligations are not dependent upon the City for repayment, they do not affect or reflect the financial strength of the City. Accordingly, any prior default with respect to such obligations issued by the City would not in the City's judgment be considered material by reasonable investors in the Notes. Accordingly, the City has not taken affirmative steps to contact the various trustees of conduit bond issues of the City to determine the existence of prior defaults. Notwithstanding the foregoing, to the best knowledge of the Director of Finance of the City, the City has not received actual nog:[0esa7.nocs.Hun2800131P0s-1. 19 94- 693 notice of any default in the payment of principal or interest after December 31, 1975, on any obligation issued or guaranteed by the City. Nevertheless, given the number of bond issues of the City and the turnover in administrative personnel since December 31, 1975, there is no assurance that obligations issued by the City have never been in default with respect to the payment of principal and/or interest. CERTAIN CLOSING CERTIFICATES Concurrently with the delivery of the Notes, the City Manager and the Director of Finance will furnish their certificate to the effect that, to the best of their knowledge, this Official Statement, as of its date and as of the date of the delivery of the Notes, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein, in the light of the circumstances under which they were made, not misleading. In addition, at the time of delivery of the Notes to the Underwriters, the City will provide to the Underwriters a certificate (which may be included in a consolidated closing certificate of the City), signed by the City official who signed the Official Statement, relating to the accuracy and completeness of this Official Statement and to it being deemed a "final official statement" in the judgment of the City for the purposes of Rule 15c2-12(b)(3) of the Securities and Exchange Commission. MISCELLANEOUS The references, excerpts and summaries of all documents referred to herein do not purport to be complete statements of the provisions of such documents and reference is directed to all such documents for full and complete statements of all matters of fact relating to the Notes, the security for the payment of the Notes and the rights and obligations of the holders thereof. The City has prepared a projected cash flow statement, including a statement of assumptions used therein, for a period equal to the term of the Notes. Copies of such documents referenced above may be obtained from the City's Director of Finance at 300 Biscayne Boulevard Way, Suite 210, Miami, Florida 33131, telephone number (305) 579-6350, or from its Financial Advisors, Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163, telephone (305) 571-1380, and Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716, telephone number (813) 573- 8189. The information contained in this Official Statement has been compiled from official and other sources deemed to be reliable, and is believed to be correct as of this date, but is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriters, the Financial Advisors or Note Counsel. 1M-1%.%7.D0CS.MWW0131P0s-1. 20 9 4- 693 Any statement made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof. The execution and delivery of this Official Statement has been duly authorized by the Commission of the City of Miami. THE CITY OF MIAMI, FLORIDA THE HONORABLE STEPHEN P. CLARK, MAYOR DW:(G4.%7-noc ,MW90013)Pos-1. 21 9 4- 693 APPENDIX A - DESCRIPTION OF THE CITY OF MIAMI DESCRIPTION OF THE CITY OF MIAMI Geography The City of Miami (the "City"), situated at the mouth of the Miami River on the western shore of Biscayne Bay, is a main port of entry in Florida and the county seat of Metropolitan Dade County (the "County") which encompasses over 2,000 square miles of Florida's southeastern region. The City comprises 34.3 square miles of land and 19.5 square miles of water. Miami is the southern -most major city and seaport in the continental United States and the center of Pan-American trade and air transportation. The nearest foreign territory is the Bahamian Island of Bimini, situated approximately fifty miles off the coast of Florida. The County is often referred to herein as Greater Miami. Climate Due to its location near the upper boundary of the tropical zone, Miami's climate is strongly influenced by the Gulf Stream, trade winds and other local climatic factors. Its average yearly temperature is 75.5 degrees Fahrenheit. Summer temperatures average 81.4 degrees Fahrenheit, and winter temperatures average 69.1 degrees Fahrenheit. Rainfall comes most frequently between the months of May and September, with the heaviest in June, averaging nine inches. Population The U.S. Bureau of Census estimated the population of the City at 358,458 as of April 1, 1990. The estimate is being challenged by the City. The City estimates that its population in 1993 was 383,550. According to estimates of the City, the population is expected to increase to 400,000 by the year 2000. Government of the City The City has operated under the Commission -City Manager form of government since 1921. The Commission consists of five elected citizens, who are qualified voters in the City, one of whom serves as Mayor. The Commission acts as the governing body of the City with powers to enact ordinances, adopt resolutions and appoint a chief administrative officer known as the City Manager. The City Clerk and City Attorney, as well as members of the Planning Advisor Board, the Zoning Board, the City of Miami Health Facilities Authority and the Miami Sports and Exhibition Authority are also appointed by the City Commission. Members of the Off -Street Parking Board and the Downtown Development Authority are appointed by the respective bodies and ratified by the Commission. Dog:[04U7•DOM.hM280013JP03-I. A-1 94- 693 W City elections are held in November every two years on a non- partisan basis. Candidates for Mayor must run as such and not for the Commission in general. At each election, two or three members of the Commission are elected for four year terms. Thus, the terms are staggered so that there are always at least two experienced members on the Commission. The City manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and supervision of department directors, preparation of the City's annual budget and initiation of investigative procedures. In addition, the City Manager takes appropriate action on all administrative matters. Mayor and City Commissioners Stephen P. Clark Stephen P. Clark, the most popular vote -getter in Greater Miami's history, has more than 30 years of public service. This includes 23 years as Mayor of Metropolitan Dade County and eight as Mayor or City Commissioner of Miami. Mayor Clark has distinguished himself as a mayor whose guiding influence has played a significant part in Miami's development as hub City of the Americas and an economic bridge linking North and South America, the Caribbean and Europe. Miller J. Dawkins was elected Commissioner in November, 1981, 1985 and 1989, and 1993 for respective four-year terms. Commissioner Dawkins was,elected as Vice -Mayor for a one-year term commencing December 1, 1993. Vice -Mayor Dawkins is a graduate of Florida Memorial College and holds a Master of Science degree from the University of Northern Colorado. Commissioner Dawkins has retired from Miami Dade Community College where he was employed for over 19 years. Wilfredo ("Willy") Gort Wilfredo (Willy) Gort was elected Commissioner in November 1993 for a four year term. Commissioner Gort graduated with honors from Miami Dade Community College and received a B.B.A. degree from Florida International University. Commissioner Gort also holds a Certification from the National Association of Securities Dealers, as a Financial & Operations Principal. Commissioner Gort is the Chairman and CEO of AIBC Investment Services, Inc. and has served on numerous advisory boards and committees in the Miami and Dade County area. nog:[04547.D0C9.WA29W13]r0s-1. A- 2 94- 693 Victor H. De Yurre was elected Commissioner in November, 1987 and again in November 1, 1991, respectively, for four-year terms. Commissioner De Yurre is a graduate of the University of Miami and holds a Juris Doctorate from St. Mary's University School of Law and a Master of Laws degree in Taxation from the School of Law of the University of Miami. Commissioner De Yurre has his own legal practice and has served on numerous advisory boards and committees in the Miami area. J.L. Plummer. Jr. was appointed Commissioner in October, 1970 and was elected Commissioner in November, 1971, and re-elected in 1975, 1979, 1983, 1987 and 1991 for consecutive four-year terms. Commissioner Plummer is a graduate of Miami Senior High School and the Cincinnati College of Mortuary Science. Commissioner Plummer is Chairman of the Board of Ahern -Plummer Funeral Homes, Miami, Florida. Administration of the City Cesar H. Odio was appointed City Manager, effective December 16, 1985. Prior to his appointment to the top administrative position in the City, Mr. Odio served as Assistant City manager for the City since January, 1980. Mr. Odio's responsibilities extended over the functions of parks and recreation, building and vehicle maintenance and public facilities. During the Mariel boatlift in 1980, Mr. Odio was appointed to the President's Task Force on Refugee Affairs. Mr. Odio has a Bachelor of Science degree in Public Administration from Florida Memorial College, Miami, Florida and majored in Business Administration at the University of Santo Tomas de Villanova, Havana, Cuba. Carlos E. Garcia. CPA was appointed Director of Finance in July 1980. Mr. Garcia joined the City in November, 1976 as Assistant Finance Director. Mr. Garcia has been previously employed in private industry in positions of Treasurer, Controller and Auditor. Mr. Garcia is a cum laude graduate of the University of Miami with a H.B.A. and also holds a Master of Science degree in Management from Florida International University. Mr. Garcia is licensed as a CPA in the State of Florida and is a member of the American and Florida Institutes of Certified Public Accountants and the Government Finance Officers' Association of the United States and Canada. A. Quinn Jones. III is the City Attorney for the City of Miami. Mr. Jones attended Howard University where he graduated magna cum laude with a bachelor of arts degree in political science in 1973 and received his Juris Doctor degree in 1976. Mr. Jones was associate editor of the Howard Law Journal. Mr. Jones served as attorney of counsel to Daniels & Roth where he handled public utility rate cases before the District of Columbia Public Service Commission. Mr. Jones is a member of Phi Beta Kappa. Mr. Jones has been a member of the Florida Bar since 1980 and is a member of the American and National Bar Associations and the National Dog:t04547.D0cs.MW800131P0s-1. A- 3 94- 693 p i °ua�4 Institute of Municipal Law Officers. Mr. Jones joined the City Attorney's office in 1983. Mr. Jones served as the administrator of the Law Department and the Claims/Insurance Division before being appointed City Attorney. The areas of law in which he practices include labor and employment, cable television and general litigation. Matty Hirai was appointed City Clerk on September 1, 1985. Ms. Hirai was the City's Assistant City Clerk from September, 1976 to August, 1985. Ms. Hirai is a graduate of Edison High School and has completed course work at Pasadena City College, University of California at Los Angeles, and Hunter College, New York. Ms. Hirai attended specialized courses at Syracuse University and was awarded the three-year Municipal Clerk Certificate. Ms. Hirai is a member of the International Institute of Municipal Clerks. Scope of Services and Agency Functions The City provides certain services as authorized by its Charter. Such services include public safety (police and fire), parks and recreational facilities, trash and garbage collection, street maintenance, construction and maintenance of storm drain systems, planning and development functions, construction of capital improvements, and building code, inspection and enforcement services. The Police Department provides a full range of police services and presently has a uniformed force of 1,114 and 420 full-time, permanent civilian employees. The Fire Department is rated as Class 1 and provides a full range of fire protection and emergency services as well as providing a full range of medical and rescue services. The City provides garbage and trash pick-up and enforces sanitation requirements. Disposal of trash and garbage is performed by the County under contract with the City. The Department of Public Works maintains certain streets and sidewalks and manages construction of sewers and other capital facilities required by the City. The State of Florida and the County are responsible for maintaining most arterial streets and all major highways within the City. The Department of Parks, Recreation and Public Facilities maintains and operates all City -owned parks and administers various recreational and cultural programs associated with these facilities. Regional Government Services The following information and data concerning the County describes the regional government services the County provides for its residents, including residents of the City. D09:104.%7.DM.MW80013]P0S-1. A- 4 94- 693 The County is, in effect, a municipality with governmental powers effective upon the [28] cities in, and the unincorporated areas of, the County. The County does not displace or replace the cities but supplements them by providing certain governmental services. The County can take over particular activities of a city's operations (1) if the services fall below minimum standards set by the Board of County Commissioners of the County (the "County Commission"), or (2) with the consent of the governing body of the City. Since its inception, the County government has assumed responsibility for a number of functions, including delivery of County -wide police services, which complement municipal police services within the municipalities, with direct access to the National Crime Information Center in Washington, D.C. and the Florida Crime Information Center; provision of a uniform system of fire protection services, which complement municipal fire protection services within four municipalities and provide full service fire protection for [twenty-eight] municipalities which have consolidated their fire departments with the County's fire department; management of a consolidated two-tier court system pursuant to the revision of Article V of the Florida Constitution which becomes effective on January 1, 1973; the development and operation of County -wide water and sewer system; the coordination of the various surface transportation programs, including a consolidated public transportation system and a unified rapid transit system; operation of a central traffic control system; implementation of a combined public library system of the County and eighteen municipalities, which together operate the main library, seventeen branches and six mobile units servicing forty- four County -wide locations; centralization of the property appraiser and tax collector functions; furnishing of data to municipalities, the Board of Public Instruction and several state agencies for the purpose of budget preparation and for their respective governmental operations; collection by the County Tax Collector of all taxes and distribution directly to the respective governmental entities according to their respective tax levies; and development of minimum acceptable standards by the County Commission, enforceable throughout the County in such areas as environmental resources management, building and zoning, consumer protection, health, housing and welfare. ECONOMIC AND DEMOGRAPHIC DATA Introduction and Recent Developments The City diversified economic base is comprised of light manufacturing, trade, commerce, wholesale and retain trade, and tourism. While the City share of Florida's tourist trade remains an important economic force, the great gains the City has made in the areas of international banking and business, real estate and transhipment have fortified the economic base. In recent years, the local economy has been adversely impacted by the bankruptcy of Dog: joese7.Docs.MIA2saoisjP0S.1. A- 5 34- 693 several institutions based in greater Miami including the Centrust Bank, Southeast Bank, Eastern Airlines and Pan American Airlines. Major capital improvements have allowed the City or the County to accommodate and foster rapid expansion. The Port of Miami has almost doubled in size, from 325 acres to 600 acres through a $300 million expansion program completed in 1981. The Port expansion program is designed to move 16 million tons of cargo and four million cruise ship passengers a year by the year 2000. Miami International Airport is undergoing $1.0 billion expansion program. A seven story 7,500 space parking structure, directly across from the main terminal, has been completed. An elevated pedestrian sky bridge, opened in early 1985, connects the parking structure to the main terminal. Other projects include the construction of a direct connector road to the airport expressway, and a cargo tunnel. Expansion and modernization of passenger gate areas continues in order to accommodate the increase in domestic and international passenger traffic. Bayside The Rouse Company, a leading builder of specialty marketplaces in downtown waterfront settings, has developed the Bayside Specialty Center on twenty acres of City -owned property along the waterfront in Downtown Miami. The project currently features 235,000 square feet of retail space. Total project cost was $128 million, with City participation limited to a $4 million investment in infrastructure improvements. The Bayside Parking Garage, located adjacent to the Specialty Center, contains 1,200 parking spaces. Bayfront Park Bayfront Park, adjacent to the Bayside project area, currently is being redeveloped at a total project cost in excess of $20 million. More than fifty percent (5 0%,) of the project financing has been secured by the City through a variety of Federal, State and private funding sources. Miami Arena The County levies a 3W Convention Department Tax on hotel rooms, of which the City receives one-third. This tax is received by the Miami Sports and Exhibition Authority to finance its operations and debt service cost. The most significant project financed by the Authority is the Miami Arena located within the Southeast Overtown/Park West redevelopment area, home to the Miami Heat, the University of Miami Hurricanes and the Florida Panthers. This 300,000 square feet multi -purpose facility, completed in 1988 at a total cost of $48 million, accommodates up to 15,600 spectators. D09:(04547.DOCS.MIA260013JPOS-1. A- 6 94- 693 Corporate Expansion The favorable geographic location of Greater Miami, the trained commercial and industrial labor force and the favorable transportation facilities have caused the economic base of the area to expand by attracting to the area many national and international firms doing business in Latin America. In Greater Miami, over 100 international corporations have set up hemispheric operations. Among them are such corporations as Dow Chemical, Gulf Oil Corporation, Ownes-Corning Fiberglass Corporation, American Hospital Supply, Coca-Cola Interamerican Corporation, Ocean Chemicals, Inc., a subsidiary of Rohm & Hass Company, Rowye Trading, A.G., Mayr Brothers International and Abtron Corp. Other national firms that have established international operations or office locations in greater Miami are Alcoa International, Ltd., Atlas Chemical Industries, International Harvester, Johns Manville International, Minnesota (3-M) Export, Inc., Pfizer Latin American Royal Export, United Fruit, Baccus Electronics and Kraft. Industrial Development Greater Miami contains over one hundred million square feet of industrial space. Manufacturing concerns account for nearly half of the occupied industrial space and storage companies occupy an additional 35* of the City's industrial space. Transportation and service companies occupy the bulk of the remaining 15W of the City's industrial space. The Industrial Development Authority (IDA) of the County reports that approximately two-thirds of Greater Miami's industrial firms own their facilities. There are currently 37 industrial parks in Greater Miami. Financial institutions The County is second only to New York in the greatest concentration of international and Edge Acts Banks in North America with 59 foreign bank agencies operating in the community. Additionally, there are 15 Edge Acts Banks that are located in the Miami Area. The Federal Reserve System has established a branch office in the County to assist the Atlanta office with financial transactions in the South Florida area. The ten year summary presented below is for the County which includes the City of Miami. These figures include national and state chartered banks which are FDIC insured. Non-insured state - chartered banks are excluded. DW:j04.47.D0M.hW80013jP03.1. A- 7 9 4 d 693 Number June 30 of Banks Total Deposits 1993 64 $23,097,593,000(1) 1992 62 22,581,503,000(1) 1991 68 22,087,323,000(1) 1990 69 22,783,647,000 1989 73 21,695,337,000 1988 75 20,070,795,000(2) 1987 69 25,958,000,000 1986 73 23,042,378,000 1985 75 21,615,733,000 1984 76 21,770,028,000 (1) FDIC not available. The data was provided Florida Bankers Association. (2) Reduction in deposits is attributable to more stringent FDIC regulations, which have caused a shift to other investments and insured by the FDIC. Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993. Tourism Great Miami always has been a very attractive city for domestic and international tourists. Its climate and beaches draw many thousand of visitors throughout the year. Local government and private interests have cooperated in developing outstanding attractions and events including power boat races at Miami Marine Stadium, the Orange Bowl Classic, the Seaguarium, Parrot Jungle, Monkey Jungle, the Orchid Jungle, dog and horse race tracks, Jai Alai, the Vizcaya Palace and Metrozoo. Other points of interest and activities include tours of the Everglades and the Florida Keys, major league professional sports events, and annual attractions such as the Youth Fair, Graphics Fair, Orange Bowl Marathon, Calle Ocho Open House, 'Carnival Miami, Coconut Grove Art Festival, Kwanzaa and Goombay Festivals, Hispanic Heritage Week, and the Orange Bowl Festivities events. Major auto racing events are held in the City annually. The Miami Grand Prix auto race has been run annually in downtown Miami since 1983. Cars and drivers from around the world competed for more than $130,000 in prize money in 1993. During 1992, approximately $8.6 million out-of-state visitors stayed in over 50,269 hotel and motel rooms in Greater Miami. Many of these visitors participated in international trade activities such as conventions and conferences. Tourists and visitors expended approximately $[7.2] billion in Greater Miami in 1992, according to the estimates of the County. D09:104s47.Docs.MIA2800131ros-1. A- 8 94- 693 2.x Medical Facilities The 40 hospitals located in Greater Miami offer virtually all general and highly specialized medical services. This progressive and growing health care delivery system provides educational opportunity for the health care professional and places Miami in the forefront of communities with comprehensive medical capabilities. Recreational Facilities The Greater Miami area is famous for its sailing, deep sea fishing and boat races. There are 35 yacht clubs and marinas, with 685 berthing facilities provided by City -owned marinas. Athletics for spectator sports fans are held at the City -owned Orange Howl Stadium, the Miami Convention Center and the Miami Arena. Joe Robbie Stadium, which is used by the Miami Dolphins and the Florida Marlins, is located in North Central Dade County. Sports competition includes professional and college football, basketball, baseball, [hockey] and championship boat races. Other athletic events include amateur football, basketball, soccer, baseball, motorcycle speedway racing and rowing events. Golf is played year round at the Greater Miami area's 23 public and 14 private courses. Several open golf tournaments are held each year. The Greater Miami Area's 403 public parks and playgrounds cover 408,710 acres, providing residents and visitors with a wide range of subtropical nature settings unique only to South Florida in the continental U.S. Each park has a combination of a facilities that are enjoyed,year round. The facilities include: public swimming and boating, equestrian trails and baseball and softball fields. The Greater Miami area's 22 public beaches comprise 1,400 acres, which are freely accessible and are enjoyed year round by residents and tourists. Cultural Facilities and Affairs The Greater Miami area has an extensive library system, several museums of art and history and art galleries. A new cultural center built by the County at a cost of $26.6 million opened in downtown Miami in 1984. The complex, designed by Philip Johnson, is composed of a library; fine arts center, and a historical museum. Symphonic and pop concerts are performed regularly. Five theaters draw plays and concerts from around the United States which appeal to all ages. Operas are performed by both amateurs and professionals. Resident dance companies offer a full calendar of events. nog:[04547.Docs.MW80013Jros-1. A- 9 94- 693 :4 Educational Institutions The public schools of the County provide educational facilities on primary and secondary levels. Public school enrollment, including both primary and secondary levels, since 1984 is as follows: School Enrollment Public School System School Year Dade Ending June Miami County Total 1993 N/ACD 293,578 1992 N/ACD 295,016 1991 54,615 285,831 1990 52,214 275,807 1989 50,757 265,384 1988 41,521 250,977 1987 36,994 241,588 1986 38,345 231,761 1985 37,093 224,280 1984 36,992 219,857 (1) Not Available Source: City of Miami, Florida Finance Department; Dade County School Board. City of Miami information is on a calendar year basis. Dade County information is on a school year basis. Over 120,000 students are enrolled in the following colleges and universities located within the County or Greater Miami Area: Barry University Florida International University Florida Memorial College International Fine Arts College Miami Christian College Miami -Dade Community College St. Thomas University University of Miami Film Industry The Dade County film and television industry ranks high nationally behind New York and Los Angeles in its annual dollar volume of production expenditures. As estimated by the State of Florida, the total production expenditures for the State were $283 million in 1991 and the Greater Miami portion was estimated at approximately $175 million. nos:[04sa7.DWS.?*n 80013jr0s-1. A-10 94- 693 Agriculture The land area of Greater Miami includes large agricultural expanses on which limes, avocadoes, mangoes, tomatoes and pole beans are grown for the fresh produce market. During the sunny and warm winter months, the mild climate enables these crops to be grown and harvested. Many of the vegetables are shipped to the Northern United States during the winter. Exotic tropical fruits such as plantains, lychee fruit, papaya, sugar apples and persian limes grow in the area and cannot be grown anywhere else in the United States. Foreign Trade Foreign Trade, one of the City's main economic sectors, continues to experience very strong growth. According to Trade Research Institute Inc. of Miami, exports during 1992 were $16 billion, an increase of 19.8%- over 1991, and imports for 1992 wwere $9.6 billion, an increase of 16.6W over 1991. Further stimulation in the investment climate has resulted from the implementation of the 12-year Caribbean Basin Initiative program, designed to boost the economics of 27 countries of Central America and the Caribbean islands. The Caribbean Basin Initiative program, which grants duty-free entry into the U.S. of material goods produced in the region, is also expected to bring greater economic stability to those countries. Trade offices have been established in South Florida by several countries, in addition to economic affairs conducted by the 37 foreign consulates located in the Greater Miami area. These trade offices include those established by Belgium, Chile, Colombia, the Dominican Republic, Guatemala, Hong Kong, Jamaica, Korea, Panama, Spain, the Philippines and Japan. Miami international Airport The County is the owner of six separate airports within its boundaries. The responsibilities for their operation are assigned to the Dade County Aviation Department. Miami International Airport (the "Airport") ranks 8th in the nation and loth in the world in the number of passengers using its facilities. It ranks 3rd in the nation and 7th in the world in the movement of domestic and international air cargo. The Airport's facilities include three runways, a 7,500 car parking complex, approximately two million square feet of warehouse and office space and maintenance shops. Approximately 40,000 individuals are employed at the Airport. In 1993 the Airport served over 28 million passengers and handled 2.4 billion pounds of cargo. Statistics from 1984 are presented below: Dog:[O4U7.D=.bCM8Oo131ros-1. A-11 94- 693 Passengers Cargo Year (0001s) (000's 112s) 1993 28,255 2,431,640 1992 26,484 2,075,198 1991 26,591 1,815,534 1990 25,837 1,815,374 1989 25,408 1,730,850 1988 24,224 1,429,944 1987 23,801 1,374,380 1986 21,357 1,200,270 1985 19,853 1,031,700 1984 19,328 1,130,184 Source: Dade County Aviation Department Port of Miami The Port of Miami (the "Port") is owned by the County and is operated by the Dade County Seaport Department. From 1984 to 1993, the number of passengers sailing from the Port increased from 2,217,065 to 3,157,130, an increase of 42W. This increased growth highlights the Port's emergence as the world's leading cruise ship port. The Port specializes in unitized trailer and container cargo handling concepts. The most effect use of equipment and the Port's convenient location combine to make the Port the nation's leading export port to the Western Hemisphere. From 1984 to 1993 the total cargo handled increased from approximately 2.2 million tons to over 5.1 million tons, an increase of 130*. The summary of the grown in revenues, passengers and cargo for previous years is presented below: Year Revenues messengers Cargo (Tonnage) 1993 $39,745,032 3,157,130 5,198,292 1992 35,754,515 3,095,457 4,959,648 1991 32,733,262 2,928,532 3,882,286 1990 25,736,465(1) 2,734,816 3,590,937 1989 30,035,859 3,100,055 3,206,417 1988 26,489,275 2,502,411 2,602,556 1987 19,933,917 2,633,041 2,425,937 1986 17,973,522 2,520,511 2,406,084 1985 17,135,048 2,326,685 2,333,026 1984 15,943,548 2,217,065 2,287,281 (1) Previous years data included Internal Revenue Service transfers. Actual revenues for 1990 increased 7t over the prior year. Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993. DW:[04547.DWS.h W&W13)POS-1. A- 12 9 `# - 693 Demographic Data The following table indicates the distribution by age groups among the population of residents of the City and of the County for the 1990 Census count. Year City of Miami Metro -Dade County 0-04 25,627 139,714 5-17 56,868 328,296 18-20 13,804 82,000 21-24 19,811 111,876 25-44 105,524 609,719 45-54 38,898 212,098 55-59 19,004 91,769 60-64 19,665 90,816 65-74 32,460 146,131 75-84 20,603 94,556 85+ 6,284 30.119 Total 5848 1.937.094 Source: City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993. Retail Sales Although the City contains 22 percent of the population of the County, almost half of the dollar volume of sales transactions for the County are reported in the City. The following table presents five years of taxable sales information for the City and the County. Taxable Sales ($ in thousands) Fiscal Ye 1993 1992 1191 1990 1989 Miami $10,494,598 $ 8,814,453 $ 8,847,178 $ 8,614,429 $ 8,226,828 Dade County 21,607,199 19,435,493 18,312,885 8,207,737 18,089,189 Miami/Dade 49 % 45 % 48 % 47 % 45 % Source: Department of Revenue; State of Florida M-,[04.%7,D=,MM28W13jPOS-1. A- 13 94- 693 Unemployment Rates Annual Average 1993 1992 1991 1990 1989 Miami 11.1%, 14.2%, 10.7% 8.3W 7.9%- Dade County 7.7 10.0 8.7 6.7 6.4 U.S. 6.8 7.4 6.7 5.5 5.3 Source: United States Department of Labor, Bureau of Labor Statistics. Building Permits The dollar value of building permits issued in the City and in the unincorporated areas of the County since 1984 is as follows: Building Permits Issued ($ in thousands) Unincorporated Year City of Miami Dade County 1993 $247,931 $ 830,934 1992 216,266 1,186,644 1991 208,914 543,877 1990 237,039 954,962 1989 308,941 2,120,152 1988 288,771 812,853 1987 238,513 990,882 1986 192,418 866,604 1985 322,785 827,949 1984 345,552 801,736 Source: The City of Miami, Florida Comprehensive Annual Financial Report, Year Ended September 30, 1993. D09:[04547.DOCS.MIA180D13]POS-1. A-14 94- 693 New Residential Construction New residential construction in the City since 1984 has been estimated as follows: Year Number of Units 1993 503 1992 119 1991 380 1990 973 1989 1,624 1988 212 1987 1,425 1986 801 1985 603 1984 1,018 Source: The City of Miami Department of Building and Zoning. D09:104547.DOC3.M A,280013]POS-1. A-15 94- 693 APPENDIX B - GENERAL PURPOSE FINANCIAL STATEMENTS General Purpose Financial Statement of the City for the Fiscal Year Ended September 30, 1993 DW:[0047.UOCS.MW&W13,POS-1. B -1 9 4- 693 ME RESOLUTION :solution D09:[04M7.D0CS.MM280013]P0S-1. C^ 1 9 4- 693 Ph SECURITY LIST DID ITEM: $ 25,000,000. TAX ANTICIPATION NOTES, SERIES 1994 —----------�.w—ice__--_--_---_,�--_-----r—•—O—s_-------- _-- ------------------------------------------------- DIDNO.r No # ------------------------ DATE DID(S) OPENED: _2CTOBER-12, 1994 11:00 a.m. ----------------- fr TOTAL S I D_SOND_jo r j BIDDER BID AMOUNT CASHIER'S CHECK_-_ 4. 7 5-N- 10 8, 5 0 0 .0 0 4. 2 8 9 1 1 W I L L I AM R. HOUGH & CO- �r - -- �------=�----�--_-...._.._____.._---� N_...--.__------ PAINEWEBBER -------------- - 5.00 ----------- -- •PRUDENTIAL SECURITIES 5.00 CS FIRST B O S T O N Y_--_� 5- 0 0--------- GOLDMAN SACHS --------._r—�.-. 4.75 ---------_--- SUN BANK/MIAMI NATIONAL ASSOC!—_ 4_75�-------- Che-ck # 61282( ------ __ ----__-.--1.._-. DONALDSON:LUFKIN JENRETTE _ 5.00 NORTHWEST INVESTMENT SERVICES 4.50 _-------- CHEMICAL SECURITIES INC. 5.00 M-------------- r 5. 0 AL F L E I T A S ------------; -- LEHMAN BROTHERS -------- 15.00 -------------- FIRST UNION CAPITAL MARKETS COR� 4.75.......... ----------------------- Cashiers chec -------------- MERRILL LYNCH ---- 5.00 ve offers submitted in If are to this soiicx 20.7,250.00 4.13244 207,000.00 4.126 199,500.00 4.1525• 113,000.00M�- 4-27 -------------------- ------- 4.75 $ 250,000..00 191,228.96 4.1877, --------------------- 72,750.00 -------------- 4.1909730 157,900.00 ------------ 4.3293 166,780.00 ---- 4.2915 -' 183,2,50.00 4.22159 - 81, 2 5 0. 0 0_---- 4-3 9 l--M # 14917681 $250,000.00 192,875.00 4.1807 if any, gg ?--3 GG- --______________ _received (D envelopes on behalf of '(.Per(Won receiving bids) FINANCE DEPARTMENT (City Department) c f i SIGNED:— —_____ ( aputy City Clerk) v . CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : Matty Hirai DATE : September 27, 1994 FILE City Clerk SUBJECT: Receipt of Bids Y FROM : Carlos E. Garcia REFERENCES: j( Finance Director ENCLOSURES: We expect to receive sealed bids on Wednesday, October 12, 1994, at 11:00 a.m., for the sale of $25,000,000 Tax Anticipation Notes, Series 1994. Finance Department and Financial Advisors staff will be available at City Hall before and after the bids are received. CEG/ssp c: Pete Chircut M N 3� NOTICE OF SALE $25,000,000* THE CITY OF MIAMI, FLORIDA Tax Anticipation Notes, Series 1994 Sealed Bids Sealed bids will be received by the City Clerk of The City of Miami, Florida (the "City") at City Hall, 3500 Pan American Drive, Miami, Florida 33133, until 11:00 a.m. Miami time on October 12, 1994, at which time and place all bids will be publicly opened and read for its Tax Anticipation Notes, Series 1994 to be issued in the aggregate principal amount of $25,000,000* (hereinafter collectively referred to as the "Notes"). The City reserves the right to schedule and reschedule the opening of the sealed bids to a subsequent date with notice thereof given in such manner as the City deems appropriate. Details of the Notes The Notes will be dated the date of delivery and are issuable as registered notes in the denomination of $5,000 or any integral multiple thereof. The Notes will mature on September 28, 1995. When issued the Notes will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York, which will act as securities depository for the Notes. Ownership interests in the Notes will be transferred pursuant to a book -entry system as described in the Preliminary Official Statement with respect to the Notes. The principal of and interest on the Notes shall be paid at maturity. The Notes are not subject to redemption prior to maturity. Interest will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Principal of and -interest on the Notes will be payable to the registered owners thereof on the maturity date of the Notes in immediately available funds upon presentation and surender thereof, at the office of The Bank of New York Trust Company of Florida, N.A., Jacksonville, Florida, or any successor paying agent designated by the City. Security and Source of Payment for the Notes The principal of and the interest on the Notes are payable solely from and secured solely by a prior lien on and pledge of the City, s ad valorem taxes collected during the Fiscal Year, except such 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"). The Notes do not constitute a general obligation * Preliminary, subject to change. D09:104347.Docs.MISCIE NS. - 1 - of the City and neither the full faith and credit nor the taxing power of the City, Dade County, Florida or the State of Florida 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. Interest Rates and Bidding Details Each proposal must be made on the Official Bid Form (as attached to this Notice of Sale) specifying the rate of interest or formula for determining the same and premium, if any, and enclosed in a sealed envelope marked "Bid for $25,000,000 The City of Miami, Florida Tax Anticipation Notes, Series 1994." Bidders are requested to name the interest rate in multiples of 1/8 or 1/20 of 1$. Each bid must specify the interest rate for the Notes. No Note shall bear more than one rate of interest, which rate shall be uniform for the life of the Note, and no zero or blank rate or split rate will be permitted. No bid for less than all of the Notes offered will be entertained. Premiums may be specified. Bidders are hereby notified that by law no discount is permitted on the sale of the Notes. Award of Notes As between acceptable proposals complying with this Notice of Sale, the Notes will be sold to the responsible bidder whose proposal offers to purchase all of the Notes at such rate or rates of interest as will produce the lowest net interest cost rate to the City. The lowest net interest cost rate will be determined by taking the aggregate amount of interest at the fixed rate specified in the bids computed from October 19, 1994, the assumed date of delivery of the Notes, to September 28, 1995 (339 days on a 360-day basis) and subtracting therefrom any premium bid. If this procedure results in a tie, the Notes will be awarded and sold to the bidders based on a ratable apportionment between or among such bidders. Right of Rejection and Waiver of Irregularity THE CITY RESERVES THE RIGHT TO REJECT ANY AND ALL BIDS, AND ANY BIDS NOT COMPLYING WITH THE PROVISIONS HEREOF OR FLORIDA LAW WILL BE REJECTED. THE CITY ALSO RESERVES THE RIGHT TO WAIVE ANY AND ALL INFORMALITY IN ANY BID, TO TAKE ANY ACTION ADJOURNING OR POSTPONING THE SALE OF THE NOTES OR TO TAKE ANY OTHER ACTION THE CITY MAY DEEM TO BE IN THE BEST INTEREST OF THE CITY. Official Statement The City has authorized the distribution of its Preliminary Official Statement, dated September 28, 1994, related to the Notes which it deems final for purposes of Rule 15c2-12(b)(1) of the Securities Exchange Act of 1934, as amended (the "Rule") (except for certain omissions as described by the Rule). Such Preliminary D09:[04547.D0cs.AaSC1E cc-NS- - 2 - Official Statement is subject to revision, amendment and completion in a final Official Statement. Upon the sale of the Notes, the City agrees to provide to the successful bidder, within the earlier of seven business days following the sale of the Notes or to accompany the successful bidder's confirmation that requests payment for the Notes, copies of a final Official Statement in quantities sufficient to comply with the Rule. The City will include in the Official Statement such additional information concerning the reoffering of the Notes as the successful bidder or bidders may reasonably request. The successful bidder or bidders will be responsible to the City and its officials in all respects with respect to the accuracy and completeness of information provided by such successful bidder or bidders with respect to such reoffering. The successful bidder or bidders will be required to acknowledge receipt of the Official Statement and will be prohibited from confirming the sale of any Notes unless the confirmation requesting payment from the customer is accompanied or preceded by a copy of the Official Statement. At the time of or prior to the delivery of the Notes, the successful bidder or bidders will be required to file the Official Statement with a nationally recognized municipal securities information repository acceptable to the City and to advise the City of the date and repository of such filing. In the event that the Notes are awarded to more than one bidder, such filing may be done by one of the successful bidders on behalf of all the successful bidders. At the time of or prior to delivery of the Notes, the successful bidder or bidders will be required to terminate its or their underwriting period or periods (as defined in the Rule). In the event that a successful bidder advises the City that its underwriting period has not been terminated at the time of delivery of the Notes, such successful bidder shall terminate its underwriting period not later than five days after the date of delivery of the Notes, unless the City shall agree to a longer period. The City will consider seriously any good faith request by such, successful bidder for a longer period during which to underwrite the Notes. The successful bidder or bidders will not be required to pay the cost of printing the Preliminary Official Statement or a total of not more than 500 copies of the Official Statement (including any amendment or supplement thereto) to be allocated pro rata among such bidders but will be responsible for the costs of printing more than 500 copies of the Official Statement (including any amendment or supplement thereto). Good Faith Each bid must be accompanied by a good faith deposit in the form of a certified or bank cashier's or treasurer's check drawn upon.an incorporated bank or trust company, or a Financial Surety Bond (as described below), in the amount of $250,000, which check M:J04547.n0cs.MLSCJE cc -Ns. - 3 - or Financial Surety Bond, on which no interest will be allowed, must be payable unconditionally to the order of The City of Miami, Florida. Award or rejection of bids will be made on the date above stated for receipt of bids and the unsuccessful bidders who submitted checks in satisfaction of the good faith deposit requirement will have such checks returned immediately. Alternatively, the good faith deposit requirement may be satisfied through the posting of a Financial Surety Bond under Capital Guaranty Insurance Company's Sure -Bid program, in the amount of $250,000 and payable to the order of The City of Miami, Florida. If a Financial Surety Bond is used, such bond must be submitted to the City prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose good faith deposit is guaranteed by such Financial Surety Bond. If the Notes are awarded to a bidder utilizing a Financial Surety Bond, then that purchaser (the "Purchaser") is required to submit its good faith deposit to the City in the form of a cashier's check (or wire transfer such amount for the benefit of the City to the following bank and bank account: First Union National Bank of Florida, ABA No. 063000021, Credit to: The City of Miami, Florida, Acct. No. 2696204833948, Attn: Joyce Blackwood) not later than 3:30 P.M. Miami time on the next business day following the award. If such good faith deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the good faith deposit requirement. No interest on the good faith deposit will accrue to the Purchaser. The good faith deposit of the successful bidder will be cashed and the proceeds, on which no interest will be allowed, will be held as security for the performance of the bid, and, in the event such successful bidder shall fail to comply with the terms of its bid, the proceeds will be retained by the City. The retention of such good faith deposit will constitute full liquidated damages. If it shall be found impossible to issue and deliver the Notes, the City will deliver to the successful bidder a certified or bank cashier's or treasurer's check drawn upon a bank or trust company in The City of Miami, Florida, payable unconditionally to the order of such bidder, in the amount of the good faith deposit submitted by such bidder with its bid. Upon delivery of the Notes, the proceeds of the good faith deposit of the successful bidder will be applied to payment for the Notes. CUSIP Numbers It is anticipated that CUSIP identification numbers will be printed on the Notes, but neither the failure to print such numbers on any Note nor any error with respect thereto shall constitute cause for a failure or refusal by the purchasers thereof to accept delivery of or pay for the Notes in accordance with the terms of their bid. All expenses in relation to the printing of CUSIP numbers on the Notes will be paid by the City, provided, however, that the CUSIP Service Bureau charge for the assignment of said D09:[04547.DOCS.MlSC]EXC-NS. - 4 - numbers shall be the responsibility of and shall be paid for by the successful bidder or bidders. Delivery of Notes Delivery of the Notes in definitive form will be made on or about October 19, 1994, or such other date as shall be appropriate to ensure compliance with the Rule, in Miami, Florida, against payment therefor in immediately available Federal Reserve Funds to the order of The City of Miami, Florida. The approving legal opinion of Squire, Sanders & Dempsey, Miami, Florida, will be furnished without cost to the purchasers of the Notes. The successful bidder shall be required, at or prior to delivery of the Notes, to furnish to the City such information concerning the initial prices at which a substantial amount of the Notes of each maturity were sold to the public as the City shall reasonably request. The usual closing documents shall also be furnished. However, the successful bidder will be responsible for the clearance or exemption with respect to the status of the Notes for sale under the securities or "Blue Sky" laws of the several states and the preparation of any surveys or memoranda in 'connection therewith. Concurrently with the delivery of the Notes, the City Manager and the City' s Director of Finance or other appropriate officers of the City will furnish their certificate to the effect that, to the best of their knowledge, the Official Statement as of its date and as of the date of delivery of the Notes, did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained herein, in the light of the circumstances under which they were made, not misleading. The successful bidder shall have the right, at its option, to cancel its obligation to purchase the Notes if the City shall fail to tender the Notes for delivery within 60 days from the date herein fixed for the receipt of bids, and, in such event, the successful bidder shall be entitled to the return of its deposit mentioned above. Disclosure Obligations of the Purchaser Section 218.38(1)(b)(1), Florida Statutes, requires that the City file, within 120 days after delivery of the Notes, an information statement with the Division of Bond Finance of the State of Florida (the "Division") containing the following information: (a) the name and address of the managing underwriter, if any, associated with the issuance of the Notes; (b) the name and address of any attorney or financial consultant who advised the City with respect to the Notes; (c) any fee, bonus or gratuity paid by the managing underwriter or financial consultant, in connection with the Note issue to any person not regularly employed or engaged by such underwriter or consultant; and (d) any other fee paid by D09:[04347.DOCS.MISgEXC-Ns. - 5 - the City with respect to the Notes, including any fee paid to attorneys or financial consultants. The purchaser of the Notes is required to provide the City, on or prior to the date of delivery of the Notes, a statement signed by an authorized officer containing the information mentioned in (a) and (c) above. Section 218.38(1)(b)2, Florida Statutes, requires that the managing underwriter within 90 days after delivery of the Notes, provide the City with a statement containing the information mentioned in (c) above. The information provided pursuant to the cited statute will be maintained by the Division and by the City as a public record. Certificate Regarding Reoffering Prices As soon as practicable, but not later than seven (7) days prior to delivery of the Notes, the successful bidder will be required to furnish the City a certificate specifying the reoffering price at which at least ten percent (10%) of the Notes were sold (or were offered in a bona fide public offering to persons other than bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters or wholesalers) and as of the date of award of the Notes to the successful bidder reasonably expected to be sold to the public. Such certificate shall be in form and substance satisfactory to Note Counsel and shall include such additional information as may be requested by Note Counsel. Estimate of True Interest Cost Each bidder is requested, but not required, to state in its bid the amount of interest payable on the Notes during the life of the issue and the percentage true interest cost (determined as described above) which shall be considered as informative only and not binding on either the bidder or the City. Minority and Women's Business Enterprises Pursuant to Ordinance No. 10062, as amended by Ordinance No. 10538 (collectively, the "Ordinance"), which by this reference thereto is hereby herein incorporated in its entirety, it is the policy of the City to ensure that MBE/WBE Firms (as hereinafter defined) have the maximum opportunity to participate in the performance of City contracts. Bidders are encouraged to comply with such policy by either joint venturing with MBE/WBE Firms or including such firms in their joint management group. For such purposes, a 'IMBE/WBE Firm" is a firm at least 51W owned by blacks, hispanics or women whose management and daily business operations are controlled by one or more blacks, hispanics, or women who employ a maximum of twenty-five employees or have a net worth not in excess of two million dollars. The objective of the City is to achieve a goal of awarding a minimum of fifty-one percent (51t) of the total annual dollar volume of all procurement expenditures to black, hispanic and D09:[04547.D0CS.MISCJEXC-NS. - 6 - women -owned small business enterprises to be apportioned as follows: seventeen percent (17W) to Blacks, seventeen percent (17%) to Hispanics and seventeen percent (17%) to women. Bidders are advised of the right of the City to terminate and cancel any contract or contractual agreement entered into as a result of this Notice of Sale, including elimination of the individual(s) from consideration and participation in future City contracts, on the basis of having submitted deliberate and willful, false or misleading information as to his, her or its status as a MBE/WBE Firm and/or the quantity and/or type of MBE/WBE Firm participation. Each bidder agrees to provide a sworn statement of compliance with the provisions of the Ordinance and its specific applicability to the purchase of the Notes, which statement shall certify that the bidder, during the course of time involved in the performance of the contract, shall not discriminate against any business, employee, or applicant for employment because of age, ethnicity, race, creed, color, religion, sex, national origin, handicap or marital status. Bidders are also required to provide a statement of the extent to which such business enterprise has as one or more of its partners or principals persons who are black, hispanic or women, or is a joint venture comprised of a MBE/WBE Firm. _Bidders are required to submit an Affirmative Action Plan (AAP), which shall include the projected annual goals and the timetables which will be used to employ and/or procure women, blacks and hispanics, a non-discrimination policy statement and any other actions which will be used to ensure equity in employment and the utilization of MBE/WBE Firms. Any significant subcontractors, suppliers or other parties to the bid or proposal shall also be required to submit an AAP. Bidders who do not presently have an AAP shall submit in lieu thereof a detailed listing of employees in tabular form indicating: (1) Ethnicity, race and gender; and (2) level of responsibility delineating between management, professional, administration and clerical. If the bidder iv a public company, the bidder should indicate what percentage of its board of directors are members of an ethnic, racial, or gender minority. Bidders shall demonstrate a good faith effort to ensure equal employment opportunities for blacks, hispanics and women on the contract resulting from the Notice of Sale. Successful bidders D09:104547MOCs-MISCI cC-NS. - 7 - shall document these efforts fully and shall provide reports as may be required by the City. Successful bidders shall permit access to their books, records and accounts by the Office of MBE/WBE Affairs or its designee for the purpose of investigation to ascertain compliance with the foregoing requirements. in the event of the successful bidders, noncompliance with the affirmative action policy hereof, the City Manager may suspend in whole or part, cancel or terminate the bid or contract award and/or impose other sanctions as may be determined to be appropriate. Bid Protests In the event that a bidder desires to protest the award of the Notes, compliance with the procedures described in Ordinance No. 11072 (amending Section 18.56-1 of the City Code) shall be mandatory. Additional Information The official Bid Form and Notice of Sale and copies of the Preliminary Official Statement relating to the Notes may be obtained upon request to the undersigned at 300 Biscayne Boulevard Way, Suite 210, Miami, Florida, 33131, telephone number (305) 579- 6350, or to the Financial Advisors, Kishor M. Parekh, First Vice President, Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163 telephone number, (305) 571-1380 and Wendell G. Gaertner, Vice President, Public Finance, Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716 telephone number, (813) 573-8189. Dated: September 28, 1994 Carlos E. Garcia, CPA Director of Finance The City of Miami, Florida D04:(04347.D0CS.h=1EXC-NS. r OFFICIAL BID FORM Proposal For the Purchase of $25,000,000 THE CITY OF MIAMI, FLORIDA TAX ANTICIPATION NOTES, SERIES 1994 DUE SEPTEMBER 28, 1995 October , 1994 Commission of The City of Miami, Florida City Hall 3500 Pan American Drive Miami, Florida 33133 Dear Commissioners: On behalf of an underwriting syndicate which we have formed, headed by the undersigned and consisting of the firms listed on a separate sheet attached hereto as Exhibit A, and in accordance with the terms and conditions of the attached Notice of Sale dated September 28, 1994, (the "Notice of Sale"), which is hereby made a part of this proposal, we offer to purchase all of the $25,000,000 The City of Miami, Florida Tax Anticipation Notes, Series 1994 (hereinafter collectively referred to as the "Notes") to be dated October 19, 1994. We will pay for the Notes at the time of delivery, in immediately available Federal Reserve Funds, in the principal amount and bearing interest, calculated on the basis of a 3 6 0 - day year of twelve 3 0 - day months at the rate per annum stated below and to pay you therefor par plus the premium, if any, stated below. Principal amount . . . . . . . . . . . . . . $ Interestrate . . . . . . . . . . . . . . . . . Premium offered for the above amount of Notes Total . . . . . . . . . . . . $ In satisfaction of the City's good faith deposit requirement, we enclose herewith a certified, bank cashier's or treasurer's check drawn on an incorporated bank or trust company, or we have made provision for a Financial Surety Bond, in the amount of $250,000 payable to the order of The City of Miami, Florida, which good faith deposit is to be applied or returned in accordance with the Notice of Sale. D04: [04541 ROCS. MISC] EXC-NS. The closing documents referred to in the Notice of Sale are to include certificates, dated as of the date of the delivery of the Notes, with reference to the Official Statement, as provided therein, and stating that there is no litigation pending or, to the knowledge of the signer of such certificate, threatened which would materially adversely affect the validity of the Notes. We hereby agree to provide to the City, at or prior to Closing, such information regarding the initial prices at which a substantial amount of each maturity of the Notes were sold to the public as the City shall reasonably request. We agree to comply with all requirements of the Minority and Women Business Affairs Procurement Program ("MWBAPP") established under Ordinance No. 10062, as amended by Ordinance No. 10538, which Ordinance by this reference is hereby incorporated herein in its entirety, which are applicable to this matter. We acknowledge the City's right to terminate, suspend or impose sanctions with respect hereto, as more fully outlined in the Notice of Sale. We certify that we, during the course of time involved in the performance of this contract, shall not discriminate against any business, employee or applicant for employment because of age, ethnicity, race, creed, color, religion, sex, national origin, handicap.or marital status. We further state that (a statement of the extent to which the business enterprise has as one or more of its partners or principals persons who are black, hispanic ,or women, or is a joint venture comprised of a non - minority and minority business and/or women -owned enterprise). We agree to: (a) implement specific affirmative action plans as approved by the director of the Office of MBE/WBE Affairs including the submission of an AAP (as outlined in the Notice of Sale) and to demonstrate a good faith effort to ensure equal employment opportunities for blacks, hispanics and women on this contract; (b) document these efforts fully and to provide reports as may be required by the City; (c) permit access to our books, records and accounts by the Office of MBE/WBE Affairs or its designee for the purpose of investigation to ascertain compliance with the foregoing requirements; and we acknowledge that in the event of noncompliance with the requirements of the MWBAPP (as more fully outlined in the Notice of Sale), the City Manager may suspend -in whole or part, cancel or terminate the bid award and/or impose other sanctions as may be determined to be appropriate. M:10047MOCS.MISCIBXGNS. - 1 0 - a Respectfully submitted, Bidder By: Title: (No addition or alteration except as provided above, is to be made to this bid form, and it must not be detached from the Notice of Sale.) The following is provided for information only and is not a part of this bid: The total amount of interest payable on the Notes computed from October 19, 1994 (the assumed date of delivery) to September,28, 1995 at the fixed rate specified above is . . . . . . . . . . . . . $ The premium offered is . . . $ The adjusted net interest cost is (360/339) $ The adjusted net interest cost rate is . . . . . If our bid is not accepted, the enclosed good faith check should be returned to the following: Firm: Attention• Street• City: State• Zip: IF THE UNSUCCESSFUL BIDDER DESIRES TO RECEIVE RETURN OF THE GOOD FAITH CHECK IN PERSON, THE CHECK WILL BE AVAILABLE AFTER OPENING AND EVALUATION OF THE BIDS. The above mentioned check has been returned and receipt thereof is duly acknowledged. /' my; Title: Telephone Number• DM:[04547.DOCS.M=]EXC-NS. - 11- EXHIBIT A TO THE OFFICIAL BID FORM Following is a list of the members of our account on whose behalf this bid is made. Joint Management Group Member(s)* W of Liability Syndicate Group Member(s)* W of Liability *Please indicate which members of the account are MBE/WBE firms. DW:[04547.D M.hQSgEXC-Ns. -12 - J-BS-9A4 10/11/8S ORDINANCE NO.1 Q Q6 -2 - AN ORDINANCE REPEALING ORDINANCE NO. 9775, THE MINORITY PROCUREMENT PROGRAM ORDINANCE OF THE CITY OF MIAMI, FLORIDA AND SUBSTITUTING THEREFOR A NEW MINORITY PROCUREMENT PROGRAM ORDINANCE TO BE KNOWN AND CITED AS "THE MINORITY AND WOMEN BUSINESS AFFAIRS AND PROCUREMENT ORDINANCE OF THE CITY OF MIAMI, FLORIDA,' ESTABLISHING A MINORITY AND WOMEN BUSINESS AFFAIRS PROCUREMENT PROGRAM AND COMMITTEE; PROVIDING FOR THE CREATION BY THE CITY MANAGER OF AN OFFICE OF MINORITY AND WOMEN BUSINESS AFFAIRS AND PROC'JREMEN % FURTHER SETTING FORTH A GOAL OF AWARDING AT LEAST 51 PERCENT OF THE CITY'S TOTAL ANNUAL DOLLAR VOLUME OF ALL PROCUREMENT EXPENDITURES TO BUSINESSES OWNED BY BLACKS (17%). HISPANICS (17:), AND WOMEN (175); AUTHORIZING THE CITY MANAGER TO PROVIDE FOR 'MINORITY AND WOMEN -OWNED BUSINESS ENTERPRISE PROCUREMENT SETT -ASIDES AND CONTRACT PROVISIONS; PROVIDING FOR THE DEVELOPMENT OF PRorEDURES. MEASURES AND RESOURCES TO IMPLEMENT SAID PROGRAM, GOALS AND OBJECTIVES; AND CONTAINING A SEVERABILITY CLAUSE. WHEREAS. Ordinance No. 9775 dealing with minority procurement has been found to be in need of revision and modification to strengthen the effectiveness of the City of Miami's Minority Procurement Policy and Program; and WHEREAS, the City Commission, ivi repeating Ordinance No. 9775 and in adopting and substituting therefor the herein Minority and Women Business Affairs and Procurement Ordinance is authorized pursuant to the Charter of the City of Miami. Sections S2 and 53; and the Municipal Home Rule Powers Act of 1973, Chapter 166.001 et seq., Florida Statutes, as amended; and WHEREAS, the U.S. Supreme Court has upheld Dade County Ordinance No. 82-67. adopted July 20, 1984. restricting bidding on construction projects to Black -owned firms wben prior unwarranted discrimination has been proven; and WHEREAS, findings of a City of Miami Minority Procurement Disparity Study indicated a substantial exclusion of minority and women -owned businesses from the City's procurement process for the fiscal years between IR71 and 1981; and WHEREAS. this Ordinance will prevent the perpetuation of the effects of prior unwarranted discrimination which has 1 heretofore imed. limited or foreclosed p: an cvrement n contractl'ng opportunities for businesses own._ by 8lack-s.. Hispanics and Women with the City of Miami; and WHEREAS. the City of Miami has established a policy of constructive affirmative action to eliminate substantially the effects of prior discrimination; and WHEREAS, the proposed Minority and Women Business Affairs and Procurement Program and Policy contains requirements: (a) that those who contract with the City of Miami in the areas of procurement shall not discriminate against any business, emoloyee.or applicant for employment because of age, ethnicity. race, creed,:Color. religion, sex, national origin, handicap. or marital status; and (b) that such city contractors have and implement an Affirmative Action or Equal Employment Opportunity policy to ensure that such businesses, employees or applicants for employment are treated equally without regard to age. ethnicity, race, creed, color. religion. sex, national origin. handicap or marital status. and WHEREAS, implementation of this ordinance will serve the best interest of the City and will maximize the opportunity for small business concerns owned and controlled by Blacks, Hispanics and Women to procure or contract with the City of Miami in the area of procurement; and WHEREAS, to be effective it is necessary and desirable to establish for the City of Miami a Minority and Women Business Affairs Procurement Program with the appropriate goals, objectives, administrative procedure and resources; .and adopt legislation remedying the affected Hispanic. Black and Women - owned businesses; NOW, THEREFORE. BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI. FLORIDA: Section I. This Ordinance shall be known and may be cited as 'The Minority and Women Business Affairs and Procurement Program Ordinance of the City of Miami.° Section 2. For the purpose of this Ordinance. the following terms phrases. words, and their derivations shall have the following meanings: 2 ^062' i A. Business Enterprise means any corporation, i partnership, individual, sole proprietorship, joint stock company, joint venture,' professional association or any other legal entity that is properly licensed to do business with the City of Miami and/or Dade County and/or the State of Florida. 6. Minority and Wonen.Owned Business Enterprise means a business •enterprise in which at least 51 percent of said enterprise is owned by Blacks. Hispanics or Women whose management and daily business operations are controlled by one or more Blacks, Hispanics or Women. C. Contract means agreements for the procurement of goods. services or construction of facilities for the City of Miami. D. Facilities means ail total or partial publicly financed projects including, but without. limitation, unified development projects, aunicipal public works and municipal improvements to the extent they are financed with City money, utilize City property, or require City services. E. Goods and services include. without limitation, public works, improvements, facilities, professional services, commodities, supplies, materials and equipment. F. Goal means the percentages of the annual dollar volume of procurement expenditures determined by this ordinance to be offered for Minority and Women business participation. G. Sew dssidde is the term which will be used to designate a given purchase or contract or a portion of a given purchase or.contract award for Black. Hispanic and/or Women - owned businesses. Set -asides may only be utilized where it is determined, prior to the invitation to bid or request for proposals, that there are a sufficient number of certified Black, Hispanic and/or Women -owned businesses to afford effective competition for the purchase. N. Joint Venture shall mean an association of persons or legal entities with the intent to engage in and carry out a single business enterprise for profit. 3 n b 1. P''r^ement Exbenditures shah mean.-•^-�,, purchase, payment, distribution, loan or advance for the purpose of acquiring or providing goods and services. J, . Affirmative Action Plan shall include the projected annual goals and the timetables which will be used to employ and/or procure with woven and minorities a non- discrimination policy statement and any other actions which will be used to ensure equity in employment and the utilizaxion of minority and female -owned businesses. Section 3. A Minority and Women Business Affairs and Procurement Program for the City of Miami is hereby established. The City Manager's Office shall be held accountable for the full and forceful implementation of the Minority and Women Business Affairs and Procurement Program by providing appropriate recommendations for action by the City Commission. A. For the purpose of assisting the City Manager in the implementation of said program, a Minority and Women Business Affairs and Procurement Committee is hereby established. consisting of an appropriate number of members, to be appointed by the city Manager. with 'full representation of Hispanics. Blacks and Women to be responsible for monitoring the •implementation of the program and mating recommendations for achieving the requirements of this Ordinance. The Committee shall be responsible for generating yearly progress reports to the City Commission and the community at large. B. The City Manager shall, utilizing existing resources, create an office of Minority and Women Business Affairs and Procurement; and shall provide the appropriate staff and resources necessary for the performance of all such administrative duties; authorize and implement the administrative guidelines and procedures required; and ensure compliance with the functions required to promote the achievement of the program' s goals and objectives of Increasing the volume of City procurement arse contracts with Black, Hispanic and WORen-owned businesses. 4 +, Section a. objective of the City is to a goal of'.&warding a minimum of 511. of the total annual o_.tar volume x of all procurement expenditures to Blacks, Hispanics and Women - owned business enterprises to be apportioned as follows: seventeen percent (170.) to Blacks, seventeen percent (170.1 to Hispanics and seventeen percent (17%) to Women.I A. To further the goal of increasing the total annual volume of all procurement expenditures to minority and women. owned business enterprises, authority for a minority and women. owned business enterprise procurement set -aside is hereby established for use by the City Manager as he or she may deem advisable or necessary to increase the participation of Black, Hispanic and Women -owned businesses in City procurement contracts. 8. it shall be mandatory for ail City of Miami contracts and/or procurement award documents to contain the following: (I.) A specific reference to the applicability of the Minority and Women Business Affairs and Procurement Program established by this Ordinance; (Z.) A provision stating the right of the City to terminate and cancel any contract or contractual agreement entered into, including elimination of the individuals) and/or business enterprise($) from consideration and participation in future City contracts, on the basis of having submitted deliberate and willful, false or ■1sleading information as to his, her or its status as a Slack, Hispanic and/or Women -owned business enterprise and/or the quantity and/or type of minority and woven -owned business participation; (2.) A requirement that each successful bidder or offeror agree to provide a sworn statement of compliance with the provisions of this ordinance and its specific applicability to the purchase or contract award under consideration; sucn statement shall certify that the bidder or offeror, during the I Women, depending upon their own annual self-selection, shall be listed in only one (1) of the categories: race, ethnicity, gender. 5 1 Go " - I '1­1� Course Of.�Ae involved in the performanc of the contract sought by such bidder or offeror, shall not discriminate agaihst any business, employe* or applicant for employment because of age, ethnicity, race, creed, color, religion. sex, national origin, handicap or marital status; (4.) A statement of the extent to which the business enterprise has as one or more of its partners or principals persons who are Black, Hispanic or Women, or is a joint venture comprised of a non -minority and minority business and/or women -owned enterprise. (S.) A requirement that each bidder submit along with the bid or proposal an Affirmative Action Plan (AAP). any significant equity participants. joint venture participants, sub -contractors, suppliers or other Parties to the bid or proposal shalt also be required to submit such plans. (6.) A provision specifying the requirements for continued bidder or offeror eligibility including minority and female involvement. Section S. Bidders or offerors shall be required to demonstrate a -reasonable and good faith effort to solicit and obtain the participation of qualified minority and women -owned businesses in all bid and proposal documents. Section 6. Except where federal or state law or regulations mandate to the contrary, the provisions of this section will be applicable to all City of Miami, prebid, bid, contract or other agreements negotiated by the City; Section 7. The Minority and Women Business Affairs and Procurement Program established herein shall be in effect only until such time as the effects of prior unwarranted discrimination against Blacks, Hispanics and Women have been compensated for, at which time the goals and set -asides provided for heroin shall no longer be observed. Such need shall be reviewed every two years by the City Commission, upon the recommendation of the City Manager. Section S. Ordinance No. 9775, the Minority procurement Program Ordinance of the City of Miami, Florida, is hereby repealed. S 1006 � - Section 9. Should any part or provision or this Ordinance be declared by a Court of competent jurisdiction to be invalid, same shall not affect the validity of the Ordinance as a whole. PASSED ON FIRST READING 81 TITLE .ONLY this zcty day of November 1985. PASSED AND ADOPTED ON SECOND AND FINAL READING BY TITLE ONLY this =9th day of December 1985. 011, ATTEST: XXVILK L. , Mayor 11 1� City Cleric PREPARED AND APPROVED BY: A. QUIVII %%Yli�/ Deputy City —Attorney APPROVED AS TO FORM AND CORRECTNESS: LU6iA A. ' City Attorney AOJ/wpc/pp/s0/9lS6 7 1,Cpra2= J-93-334 6/15/93 ORDINANCE NO. 11072 AN ORDINANCE AMENDING SECTION 18-56.1 OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, THEREBY AMENDING CERTAIN SUBSECTIONS PERTAINING TO: (A) RIGHT TO PROTEST, (B) AUTHORITY TO RESOLVE PROTESTS, (C) COMPLIANCE WITH TIME REQUIREMENTS, AND ADDING NEW SUBSECTIONS PERTAINING TO: (D) STAY OF PROCUREMENTS DURING PROTESTS, (E) COSTS, AND (F) BOND; CONTAINING A REPEALER PROVISION AND A SEVERABILITY CLAUSE. BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Section 18-56.1 of the Code of the City of Miami, Florida, as amended, is hereby amended in the following particulars:I/ "Sec. 18-56.1 Resolution of protested solicitations and awards. (a) Right to protest. Any actual or prospective contrautuat party proposer- who feets perce Yes itself aggrieved .. with the solicitation or award of a contractany prospective• ••- who -R•,s to contest • • • • -u-• • s- •- ; �• - • • • - Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. 11072 by the chief procurement officer within five (5_)_ days after_ the date the notice of protest was filed. No time will be added to the above limits for service by mail. In computing any period of time prescribed or allowed by this section, the day of the act, event or default from which the designated period of 'time begins to run shall not be included. The last day of the period so computed shall be included unless it is a Saturday, Sunday or legal holiday in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. Intermediate Saturdays, Sundays and legal holidays shall be excluded in the computation of the time for filing. The formal written protest shall state with particularity the facts and law upon which the protest is based. (b) Authority to resolve protests. The chief procurement officer shall have ' the authority, subject to the approval of the city manager and the city attorney, to settle and resolve a any formal written protest of an nq the se1jeitation or award of the Provided that +In cases involving more than four thousand five hundred dollars ($4,500.00), the decisions of the chief procurement officer must be awed --by submitted for approval or disapproval thereof to the city commission after a favorable recommendation by the city attorney and the city manager. The chief procurement officer shall obtain the requisite approvals and communicate said decision to the protesting __ntraet_...s- party; or alternatively if the amount involved is greater than four thousand five hundred dollars ($4,500.00), shall submit said decision to the city commission within thirty (30) days after he she receives the protest. (c) Compliance with time requirements. Failure of a an aggrieve party to submit —a timel file either the notice of protest or the formal written protest with the chief procurement officer within the time provided in subsection (a) above, shall constitute a forfeiture of such party's right to c-omplain and shall bar a,ly legal aetion file a protest pursuant to this section. f1t its option, . to bypass t e provisions of this - 2 11072 (d) Stay of procurements during protests. Upon receipt of a notice of protest which has been timely filed under subsection (a) above, the city shall not proceed further with the solicitation or with the award of the contract until the protest is resolved by the chief procurement officer or the city commission as provided in subsection (b) above, unless the city manager makes a written determination that the solicitation process or the contract award must be continued without delay in order to avoid an immediate and serious danger_ to the public health, safety or welfare. (e) Costs. All costs accruing from a protest shall be assumed by the protestor. (f) Bond. The formal written protest must be accompanied by a bond payable to the City in an amount equal to one (1) percent of the amount of the bid or contract or five thousand dollars ($5,000), whichever is less, which bond shall guarantee the payment of all costs which may be adjudged against the protestor in any administrative or court proceeding. In lieu of a bond, the chief procurement officer may accept a cashier's check or money order in the amount of the bond. If a protest is upheld by the chief procurement officer and or the city commission, as applicable, the bond shall be refunded to the protestor less any costs assessed under subsection (e) above. If the protest is denied the bond shall be forfeited to the City in lieu of payment of costs that might be assessed for the administrative proceedings as prescribed by subsection (e) above." Section 2. All ordinances or parts of ordinances insofar as they are inconsistent or in conflict with the provisions of this Ordinance, are hereby repealed. Section 3. If any section, part of section, paragraph, clause, phrase or,word of this Ordinance is declared invalid, the remaining provisions of this Ordinance shall not be affected. Section 4. This Ordinance shall become effective thirty (30) days after final reading and adoption thereof. - 3 - 11072 PASSED ON FIRST READING BY TITLE ONLY this 13th day of May, 1993. PASSED ON SECOND AND FINAL READING BY TITLE ONLY this 8th day of July , 1993. ATTEST: MATTY HI CITY CLERK PREPARED AND APPROVED BY: CARMEN L. LEON ASSISTANT CITY ATTORNEY APPROVED AS TO FORM AND CORRECTNESS: 74 A. QU JgNvs, III CITY ATTO CLL:ra:Ml 30 - 4 - XAVIFA L. SUARE9, MA 110'72 1/12/es Y ORDINANCE N0.� AN ORDINANCE AMENDING CHAPTER 18, ENTITLED "FINANCE", OF THE CODE OF THE CITY OF MIAMI, FLORIDA, AS AMENDED, BY REDEFINING THE TERM "MINORITY AND WOMEN -OWNED BUSINESS ENTERPRISE AND DEFINING THE TERM "VENDOR" 'IN SECTION 18-68; REQUIRING IN SECTION 18-72 THAT THE GOAL OF AWARDING AT LEAST FIFTY-ONE PERCENT (51%) OF THE CITY'S TOTAL ANNUAL DOLLAR VOLUME OF ALL PROCUREMENT EXPENDITURES TO MINORITY/WOMEN SMALL BUSINESSES BE APPLIED TO ALL CITY OF MIAMI BIDS AND CONTRACTS; REVISING SECTION 18-73 TO PROVIDE THAT ALL CITY OF MIAMI INVITATIONS, REQUESTS AND/OR ADVERTISEMENTS FOR BIDS, PROPOSALS, QUOTES,_ LETTERS OF INTEREST AND/OR QUALIFICATION STATEMENTS CONTAIN THE APPROVED MINORITY/WOMEN BUSINESS ENTERPRISE (M/WBE) PARTICIPATION REQUIREMENTS PURSUANT TO CITY OF MIAMI ORDINANCE NO. 10062 - MINORITY/WOMEN BUSINESS AFFAIRS AND PROCUREMENT PROGRAM; REQUIRING THAT ALL RESULTING AWARD AND/OR CONTRACT DOCUMENTS CONTAIN THE REQUIRED COMPLIANCE FORMS RELATIVE THERETO; REVISING SECTION 18-73(5) TO EXPAND UPON THE AFFIRMATIVE ACTION REQUIREMENTS FOR ALL CITY BIOS AND CONTRACTS; ADDING SECTION 18-76 AUTHORIZING ADMINISTRATIVE DEPARTMENTS TO ESTABLISH T14E REQUIRED ADMINISTRATIVE PROCEDURES TO INSURE COMPLIANCE WITH THE CODE; FURTHER, PROVIDING FOR RESOLUTION OF DISPUTES REGARDING WITHHELD PAYMENTS OF CONTRACTORS AND SUBCONTRACTORS AND FURTHER ADDING SECTION 18-77 DESIGNATING THE DIRECTOR OF THE OFFICE OF M/WBE AFFAIRS AS THE CITY OFFICIAL RESPONSIBLE FOR ESTABLISHING AND IMPLEMENTING M/WBE BID AND CONTRACT PARTICIPATION REQUIREMENTS, COMPLIANCE GUIDELINES, AND MONITORING AND REPORTING PROCEDURES; CONTAINING A REPEALER PROVISION AND A SEVERABILITY CLAUSE. WHEREAS, Ordinance No. 10062 dealing with Minority/Women Business Affairs and Procurement established the annual goal of procuring/contracting fifty-one percent (51%) with minority/women owned and managed business enterprises; and WHEREAS, Administrative issued October 1, 1986, Policy Manual 4-86 (APM 4-86), provides for the administrative implementation of Ordinance No. 10062; and WHEREAS, it has been determined that there is further need for legislative relief 'to obtain said goals, particularly as it A0,536 relates to the C; •'a bid, proposal and contract prAResa and the " F- resulting documents on a bid/contract by bid/cont...ct basis to 1 achieve the annual goals; NOW, THEREFORE, BE IT ORDAINED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDAs Section 1. Section 18-68, is hereby amended in the following particulars.I "Sec. 18-68. Definitions. For the purpose of this article, the following terms, phrases, words, and their derivations shall have the following meanings: A Minority and women -owned small business enterprise means a business enterprise in which at least fifty-one percent (51%) of said enterprise is owned by Blacks, Hispanics or Women whose management and daily business operations are controlled by one or more Blacks, Hispanics or Women and w Q em2lay_a maximum of twenty - vendor means any business entity providing goods, services or equipment to the City of Miami through a purchase, field or blanket order or contract." Section 2. Section 18-72(a), is hereby amended by adding the following language: "(a) The objective of the City is to achieve a goal of awarding'a minimum of fifty-one percent (51%) of the total annual dollar volume of all procurement expenditures to Black, Hispanic and Women -owned small business enterprises. to be apportioned as follows: Seventeen percent (17%) to Blacks, seventeen percent (171) to Hispanics and seventeen percent (17%) to women; such goal shall be applied to all city bids and contracts. Section 3. Section 18-73 is hereby amended by adding the following language: `Sec.'16-73. Regu red statements for solicitations or notices; required statements on contracts and awards. a. It shall be m ndatory for alley so jcitat ons 1 Words and/or figures stricken through shall be deleted. Underscored words and/or figures shall be added. The remaining provisions are now in effect and remain unchanged. Asterisks indicate omitted and unchanged material. -2- 1.0538 IM it shall be mandatory for all city contracts and/or procurement award documents to contain the following! (5) A requirement that each bidder, w-oQoser. or ygndor, submit along with the bid or proposal an affirmative action plan (AAP). Any significant equity participants, joint venture participants, subcontractors, suppliers or other parties to the bid or proposal shall also be required to submit such plans. i 1 _ _ 1 • - 1 • • • • i • f• 1 • ll • 1 _ •P*446141MIMS 1 1 l• • 1 Mqffl ai1 1 " V •. 1 - • 11 - • ' • ll 1 % 1 ' I • .. • 1 1 1 • 1 1 • - • • . 1 • • • • 1 • 1 • • • 1 : II • ' • ll 1 � A • " Section 4. The following new Section 18-76 is added in its entirety: "Sec. 18-76. Administrative Procedures. The Departments of Finance, Public Works and General Services Administration are authorized to establish the required administrative procedures to insure compliance with the provisions as set forth herein. -3- -.us38 The Finance De* tment is mandated to institute p.r.�ment h; procedures wwill insure, in those instal � in which the M/WBb bid or contract requirements reb-A in contracts, subcontracts or joint ventures for M/WBEs, that compensation provided pursuant thereto shall be in the form of a check made payable to the primary contractor, bidder or proposer, and (if 'appropriated jointly) to the minority/woman business enterprise subcontractor or joint venture partner in an amount not to exceed the subcontracted or joint venture amount, based upon approved invoices submitted by the prime contractor, proposer or joint -venture, to the City. In the event a dispute should arise as to the performance or payment of the primary contractor or bidder/proposer or the M/WBE, under the terms and conditions of the City contract or procurement award document, compensation shall be withheld until such time as the dispute is resolved in accordance with the procedures set forth in this Chapter for resolving such disputes. All Administrative Directors shall amend their existing policies and procedures or to create such new ones as may be required to insure and report on compliance with all aspects of this article." Section 5. The following new Section 18-17 is added in its entirety: "Sec. 18-77. Designation of the Director of the Office of Minority/Women Business Affairs. The Director of the Office of Minority/Women Business Affairs is designated as the official responsible for establishing M/WBE bid and contract/award requirements, creating and implementing compliance guidelines, monitoring compliance, resolving disputes, and. reporting on all of the above to the City Manager.' Section 6. All ordinances or parts of ordinances in conflict with the provisions of this ordinance insofar as they are inconsistent or in conflict with the provisions of this ordinance are hereby repealed. Section 7. If any section, part of section, paragraph, clause, phrase, or word of this ordinance is declared invalid, the remaining provisions of this ordinance shall not be affected. PASSED ON FIRST READING BY TITLE ONLY this 15th day of December , 19 88. PASSED AND ADOPTED ON SECOND AND FINAL READING BY TITLE ONLY this 12th day of January 19 89. ATTZQ MATlrY HIRAI City Clerk -4- 10538 PREPARED AND APPROVE?'; : LINDA K. KEARSO Assistant City Attorney APPROVED AS TO FORM AND CORRECTNESS: t� JOR E L. FER ANDEZ Cit Attorne LKK/pb/bss/M424 -5- 10538 CITY OF MIAMI, FLORIDA INTER -OFFICE MEMORANDUM TO : Honorable Mayor and Members DATE : SEP 12 1994 FILE of the City Commission CesarVer o FROM : City SUBJECT : Agenda Item REFERENCES: ENCLOSURES: It is respectfully recommended that the City Commission adopt the attached resolution, with attachments, authorizing the issuance of not to exceed $25,000,000 in aggregate principal amount of the City of Miami, Florida, Tax Anticipation Notes, Series 1994, for the purpose of meeting certain of the City's cash flow -requirements for the fiscal year ending September 30, 1995; fixing certain details of said notes including approving the form thereof; providing for the rights and security of all note holders pursuant to this resolution; appointing a paying agent for the notes; authorizing the City Manager or Assistant City Manager to take any action necessary to qualify the notes for deposit with the Depository Trust Company; directing and authorizing sale of the notes by public bid and directing publication of a summary notice of sale of said notes and establishing the date and time for such sale and the procedure for awarding said notes; approving the form and distribution to prospective purchasers of a preliminary official statement; approving the form and execution of an official statement; authorizing the City Manager or Assistant City Manager on behalf of the City to determine the final details of the notes within the parameters established by this resolution; authorizing requisite actions and the execution of documents by the Mayor or Vice Mayor, City Manager or Assistant City Manager, and the City Attorney, as to form, consistent with such final details; authorizing other officers of the City to take all other actions necessary in connection with the issuance of the notes; making certain other covenants and agreements in connection with the issuance of said notes; and providing severability and an effective date. 9$- 693 t ti Agenda Item Page -2- BACKGROUND• The City will begin collecting property taxes for fiscal year 1994-95 at the end of November 1994. A cash flow gap approximating $25 million is expected to occur in October and November attributable to normal operating expenditures, and the payment of the City's pension contribution for the year. These Tax Anticipation Notes will be paid with fiscal year 1995 general fund property taxes. The proposed 1995 budget estimates these taxes at $97,562,493, net of a 5% reserve for early payment discounts and uncollectables. Although these budgeted revenues are based on a preliminary taxroll, the majority of these taxes are expected to be collected. Some of the tables in the attached preliminary official statement will be updated with 1993 and 1994 information prior to their .final printing. The Department of Finance hereby recommends the issuance of Tax Anticipation Notes in October, 1994 in an amount not to exceed $25 million to bridge the cash flow gap at the beginning of fiscal year 1994-95, and to prepay the pension contributions. �. 94- 693