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HomeMy WebLinkAboutR-92-0548J-92-638 8/21/92 RESOLUTION NO. 9 2 J .18 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENTS, AUTHORIZING THE ISSUANCE OF AN AMOUNT NOT TO EXCEED $30,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF MIAMI, FLORIDA, TAX ANTICIPATION NOTES, SERIES 1992 FOR THE PURPOSE OF MEETING CERTAIN OF THE CITY'S CASH FLOW REQUIREMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1993; 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 THE 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; DELEGATING TO THE CITY MANAGER OR ASSISTANT CITY MANAGER THE AUTHORITY TO EXERCISE THE OPTION OF EFFECTUATING THE SALE OF THE NOTES BY NEGOTIATED SALE; MAKING CERTAIN OTHER COVENANTS AND AGREEMENTS IN CONNECTION WITH THE ISSUANCE OF SAID NOTES; AND PROVIDING SEVERABILITY AND AN EFFECTIVE DATE. WHEREAS, The City of Miami, Florida (the "City"), anticipates certain temporary cash shortages during the fiscal year of the City ending September 30, 1993 (the "Fiscal Year") because cash disbursements have been scheduled to be made in the Fiscal Year before sufficient moneys therefor are expected to be available to the City; and WHEREAS, pursuant to the Constitution and the laws of the State of Florida (the "State"), in particular Chapter 166, Florida Statutes, as amended, and pursuant to the Charter of the City, as amended (collectively, the "Act"), the City desires to issu ' x,Ant.civatinnNotes Series 199 a86% f ON MEETING OF S1992. R1P11on pNo. 92-- 548 principal amount not to exceed $30,000,000 (the "Notes") for the purpose of meeting certain of the City's cash flow requirements for the Fiscal Year and for the purpose of paying certain of the costs of issuance of the Notes; NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA (THE "COMMISSION"): 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 1992" are hereby authorized to be issued in an aggregate principal amount not to exceed Thirty Million Dollars ($30,000,000) for the purpose of providing funds to pay the appropriations made for the Fiscal Year in anticipation of the receipt of the Pledged Funds and to pay the costs of issuance of the Notes. The Notes shall be issued in such aggregate principal amount not to exceed $30,000,000 as shall be approved by the City Manager of 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 NR1 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 K 92- 548 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% , 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 NationsBank of Florida, N.A., Fort Lauderdale, 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 seated 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 10 be sold and delivered as herein provided and may be issued as if the person who signed and sealed such 't 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 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 of 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 transferrable 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. 3 � 92- 548 J 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 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 Noted 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 Note or 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 Note or Notes shall be at any time found by anyone, and such duplicate Note or Notes shall be entitled to equal and proportionate benefits and rights as to a lien on and source and security for payment from the Pledged Funds with all other Note or 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. 4 1� 92- 548 SECTION 11. PAYING AGENT. (A) NationsBank of Florida, N.A., Port Lauderdale, 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 of 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. 5 92- 548 (c) That, commencing on December 1, 1992, 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 1992 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"); Percentage or Month Note Fund Requirement December 25 % � January 15 % February 10 % March 10 % April 10% ` May 10 % June 7 % July 5 % August 5 % , 10 September 37o TOTAL 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 earning 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 Section 141 through 150 of the Internal Revenue Code of 1986, as amended (the "Code") to the extent necessary 6 92- 548 k a r9pt IMP _ to preserve the exclusion of interest on the Notes issued hereunder from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) To make or cause to be made all necessary dpterminations 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 from any other legally available funds, at the times and to the extent required pursuant to Section 148(f) of the Code. (3) to pay the Rebate Amount of 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(o 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 of the City that will exist as long as the requirements of Section 103 and Sections 141 through 150 of the Code are applicable to the Notes. Notwithstanding, any other provision of this Resolution, including, in particular Section 20 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. COST OF ISSUANCE. 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 1992 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). 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. 7 �� 92- 548 s # 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 interest of the Noteholders (which supplemental resolution 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 of the 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 world 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 of any Assistant City Manager to be necessary or desirable, the Director of Finance, the City Manager, and the Assistant City Manager are 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 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 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 1, 1992. 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 1, 1992, 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 8 ,; 92- 548 of interest as will produce the lowest effective interest 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 effective interest rate will be determined in accordance with the "Canadian" or "true" interest cost method of calculation by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the payment dates to the date of the Notes and to the price 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 the purposes of Rule 15c2 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 Note 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 Manager, 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 acknowledgment 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. OPTION FOR NEGOTIATED SALE. Notwithstanding any provision to the contrary herein contained, the Commission hereby delegates to the City Manager or Assistant City Manager the option to effectuate the sale of Notes by negotiated sale so long as the City Manager or Assistant City Manager shall find that a negotiated sale of the Notes: (1) is in the best interest of the City, E 92- 548 (2) is necessary in order to take advantage of currently existing interest rates and because of the characteristics of the Notes, and (3) that prevailing market conditions have resulted in rapidly changing and broadly varying interest rates, the negative effects of which on the issuance of the Notes will be minimized by a negotiated sale. Such delegation grants to the City Manager or Assistant City Manager the authority: (1) to appoint an underwriter or underwriters (the "Underwriter"); (2) to approve the form of the Note Purchase Agreement to be entered into by the , City and the Underwriter in case of such negotiated sale which Note Purchase Agreement shall be accepted and the Notes shall be awarded to the Underwriter at the price and upon the terms and conditions stated therein, provided such price, terms and conditions are in compliance in all respects with the terms of Section 5 of this Resolution, and such other terms of the Note Purchase Agreement as are decided upon by the City Manager or Assistant City Manager except that subject to the foregoing, the Mayor or Vice Mayor, the City Manager or any Assistant City Manager, and the City Attorney as to the form of the Note Purchase Agreement, shall hereby be authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the Note Purchase Agreement; and (3) to take any and all requisite steps necessary to effectuate the negotiated sale of Notes in accordance with the terms of this Section 20. SECTION 21. FURTHER OFFICIAL ACTION. The Mayor, Vice Mayor, City Manager, Assistant City Manager, Director of Finance, City Attorney, City Clerk and other official and officers of the City are hereby authorized, empowered and directed to execute and deliver such other documents and take such other actions (including, 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 maybe 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. SECTION 22. DEMASANCE. 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 noncallable direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States 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, 10 ,�; 92- 548 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 23. 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 an 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 fo the rights of such Noteholders. SECTION 24. 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 provision had not been contained herein. SECTION 25. 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 10 issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by } reason of this Resolution or any provision hereof, this Resolution and all 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 26. 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 any official executing the Notes shall be liable personally on the Notes or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or�the execution by the Commission or such members thereof. SECTION 27. 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 28. GOVERNING LAW. The provisions of this Resolution shall be construed and enforced in accordance with the laws of the State of Florida. SECTION 29. 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. it 92- 548 SECTION 30. TIME OF TAKING EFFECT. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 10 day of Septemb AVIER 16WAREZ, Miyor (SEAL) ATTEST — 0 MAIM HIRAI, City Clerk AP -PROVED AS TO FORM AND CORRECTNESS: No. NR- Interest Rate rd Principal Amount: Registered Owner: EXHIBIT A [Form or Note] UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAM19 FLORIDX TAX ANTICIPATION NOTE, SERIES 1992 Maturity Date: Issue Date: CUSIP: September 28, 1992 October _, 1992 ` 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 , 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 1992", (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 _, 1992 (the "Resolution"), for the purpose of paying the appropriations made for the fiscal year of the City ending September 30, 1993 (the Fiscal Year") in anticipation of the receipt of ad valorem taxes of the City and estimated in the budget of the City to be realized in cash during such Fiscal Year and to pay the costs of the Sale and issuance of the Notes. By the acceptance of this Note, the owner hereof assents to all the provisions of the Resolution. Neither the full faith and credit nor the taxing power of the City, County or the State of Florida or any political subdivision thereof or governmental authority or body therein are 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 services on bonds or other obligations issued by the City A-1 (the "Pledge Funds"). Commencing on December 1, 1992, the Director of Finance of the City shall withdra-.v 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 or may in the future pledged 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 happengd, exist 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. A-2 �� 92- 548 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 (SEAL) ATTEST: By: Mayor 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. I � � tForm of Abbreviations for Note] The following abbreviations, when used in the inscription 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 Gifts to Minors Act (State) (Cust) under Uniform W Additional abbreviations may also be used though not in the above list [Form of Assignment of Note] 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 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. • 9XHIUIT E SUMMARY NOTICE OF BALE $3 %000, 00O 1 CITY OF MIAMI, FLORIDA Tax Anticipation Notes, Series 1992 Sealed bids will be received by the Commission of the City of Miami, Florida in the City Hall, 3500 Pan American Drive, Miami, Florida, subject to the provisions of the official Notice of Sale dated September _, 1992. Sale Date: Thursday, October 1, 1992 Time: 11:00 A.M. (E.S.T.) Notes Dated: October _, 1992 Maturity: September 28, 1993 Interest Paid: At Maturity Legal Opinion: Barnes, McGhee, Neal, Poston & Segue Matzner, Ziskind, Hermelee & Jaffee, P.A. 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 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. 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 1992, 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, Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137- 4163, telephone number, (305) 571-1380 and Raymond James & Associates, Inc., 880 -8189. Carillon Parkway, St. Petersburg, Florida 33716, telephone number, (813) 573 a EXHIBIT C NOTICE OF SALE $30,0009000 4 CITY OF MIAMI, FLORIDA Tax Anticipation Notes, Series 1992 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, until 11:00 A.M. Miami time on October 1, 1992 at which time and place all bids will be publicly opened and read, for its Tax Anticipation Notes, Series 1992 to be issued in the aggregate principal amount of $30,000,000, (hereinafter collectively referred to 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 are issuable as registered notes, in the denomination of $5,000 or any integral multiple thereof. The Notes will mature on September 28, 1993. 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 surrender thereof, at the office of NationsBank of Florida, N.A., the Paying Agent, in Fort Lauderdalp, 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 which constitute the Pledged Funds. The Notes do not constitute a general obligation ofthe 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. C-1 A 92- 548 • 2 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 $30,000,000 City of Miami, Florida Tax, Anticipation Notes." Bidders are requested to name the interest rate in multiples of 1/8 or 1/20 of ISO. 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 that 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 the Notes at such rate or rates of interest as will produce the lowest effective interest rate to the City. The lowest effective interest rate will be determined in accordance with the "Canadian" or "true" interest cost method of calculation by doubling the semiannual interest rate (compounded semiannually) necessary to discount the debt service payments from the payment dates to the date of the Notes and to the price 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 17, 1992 related to the Notes which it deems final for purposes of Rule 15c2-12(b)(1) of the Securities and 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 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 Note unless the conformation requesting C-2 '�: 92- 548 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 SEC Rule 15c2-12 under the Securities Exchange Act of 1934). 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 $300,000, 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, and, in the event such successful bidder shall fail to comply with the terms of his bid, the proceeds will be retained by the City. The retention of such check 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 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 and CUSIP Service Bureau charge for the assignment of such numbers 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. C-3 .; 92- 548 r Delivery or Notes Delivery of the Notes in definitive form will be made on or about October 8, 1992, 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 unqualified approving legal opinion of Barnes, McGhee, Neal, Poston & Segue, Miami, Florida and Matzner, Ziskind, Hermelee & Jaffee, P.A., Miami, Florida, Co -Note Counsel, 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 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, dick 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 therein, 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, 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 issue 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, in a timely fashion such that the City may comply with the above -referenced statute, 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 the contract of purchase 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. C-4 92- 548 Certificate Regarding Reorrering 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 house, 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 he sold) to the public. Such certificate shall be in form and substance satisfactory to the Co -Note Counsel and shall include such additional information as may be requested by Co -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 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 "MBE/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 and 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 (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. C-5 92- 548 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 (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 M/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, Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163 telephone number, (305) 571-1380 and Raymond James & Associates, Inc., 880 Carillon Parkway, St. Petersburg, Florida 33716 telephone number, (813) 573-8189. Dated: September _, 1992 14& Carlos E. Garcia, CPA Director of Finance The City of Miami, Florida 92- 548 1- OFFICIAL BID FORM Proposal For the Purchase of $30,000,000 THE CITY OF MIAMI, FLORIDA TAX ANTICIPATION NOTES, SERIES 1992 DUE SEPTEMBER 28, 1993 September _, 1992 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 17, 1992, (the "Notice of Sale"), which is hereby made a part of this proposal, we offer to purchase all of the $30,000,000 City of Miami, Florida Tax Anticipation Notes, Series 1992 (hereinafter collectively referred to as the "Notes") to be dated October _, 1992. 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 .................................... $. Interestrate .......................................... % Premium offered for the above amount of Notes ................. Total............................. $ We enclose herewith a certified bank cashier's or treasurer's check, drawn on an incorporated bank or trust company, in the amount of $300,000 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. C-7 92- 548 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 pgices 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 M/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 M/WBE Affairs or its designee for the purpose of investigation to ascertain compliance with the foregoing requirements; and • a we acknowledge that In the event of or noncompliance with the requirements of the MWFAPP (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 amy be determined to be appropriate. Respectfully submitted, , Bidder By. Title: z. (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 8, 1992 (the assumed date of delivery) to September 28, 1993 at the fixed rate specified above is................................................. $ The premium offered is .................................... $(____) The adjusted net interest cost is (360/� ........................ $ The adjusted 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, CHECK WILL BE AVAILABLE AFTER OPENING AND EVALUATION OF THE BIDS. C-9 ,t 92- 548 The above mentioned check has been returned and receipt thereof is duly acknowledged, Bidder E i By i Title Telephone Number: C-10 EX141DIT 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* % gf Liability ,Syndicate Group Members* % of Liability "y • Please indicate which members of the account are MBEIME firma. MMMMMMMMW EXHIBIT D In the opinion of Co -Note Counsel, assuming continuing compliance with certain arbitrage rebate and other tax requirements referred to herein, under existing law, facts and circumstances, interest on the Notes is excluded from gross income for federal income tax purposes and will not be treated as an item of tax preference in computing the alternative minimum tax for individuals and corporations. Interest on such Notes will, however, be taken into account in computing an adjustment made in determining a corporate Noteholder's alternative minimum tax, and holders of the Notes could be subject to the consequences of other provisions of the Internal Revenue Code of 1986, as amended, as further described herein. In the opinion of Co -Note Counsel, under existing law, the Notes are exempt from present intangible personal property taxes imposed by the State of Florida but are subject to Florida estate taxes and taxes imposed by Chapter 220, Florida Statutes. RATINGS: Moody's: BOOK -ENTRY ONLY Standard & Poor's: NEW ISSUE See"RATINGS" herein $30,000,000 The City of Miami, Florida Tax Anticipation Notes, series 1992 Dated Date: Date of Delivery Rate: % Due: September 28, 1993 Price: % The Tax Anticipation Notes, Series 1992 (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, 1993(the "Fiscal Year") in anticipation of the receipt of ad valorem taxes collected by the City during the Fiscal Year other than revenues for 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 ("DTC"), 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. Transfers 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 NationsBank of Florida, N.A., Fort Lauderdale, Florida, as paying agent (the "Paying Agent"). Cede & 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 t6 Notes shall be paid at maturity. The Notes are not subject to redemption prior to maturity. D-1 92- 548 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 which constitute the Pledged Funds (hereinafter defined). 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. The 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. The Notes are offered when, as and if issued and received by the Underwriters, subject to the unqualified opinion as to legality by Barnes, McGhee, Neal, Poston & Segue, Miami, Florida and Matzner, Ziskind, Hermelee & Jaffee, P.A., Miami, Florida, Co -Note Counsel. Certain matters will be passed on for the City by A. Quinn Jones, II1, Esqr, 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 the Notes in book -entry form will be available for delivery in New York, New York on or about October 8, 1992. l,zpa 92-- 548 0„ s 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. D-3 92- 548 THE CITY OF MIAMI, FLORIDA MEMBERS OF THE BOARD OF CITY COMMISSION THE HONORABLE XAVIER L. SUAREZ MAYOR THE HONORABLE DR. MIRIAM ALONSO VICE MAYOR THE HONORABLE MILLER J. DAWKINS COMMISSIONER THE HONORABLE VICTOR H. DE YURRE COMMISSIONER 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 Co -Note Counsel BARNES, McGHEE, NEAL, POSTON & SEGUE Miami, Florida and MATZNER, ZISKIND, HERMELEE & JAFFEE, P.A. Miami, Florida Co -Financial Advisors HOWARD GARY & COMPANY t Miami, Florida and RAYMOND JAMES & ASSOCIATES, INC. St. Petersburg, Florida s D-4 TABLE OF CONTENTS Pacte Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . Authority for the issue . . . . . . . . . . . . . . . . . Purpose of the Notes . . . . . . . . . . . . . . . . . . Description of the Notes . . . . . . . . . . . . . . . . . . . . Security for the Notes . . . . . . . . . . . . . . . . . . . . . Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . Registration, Exchange and Transfer . . . . . . . . . . . . . . . Legal Debt Limitations . . . . . . . . . . . . . . . . . . . . . Debt Summary . . . . . . . . . . . . . . . . . . . . . . . . . . TaxMatters . . . . . . . . . . . . . . . . . . . . . . . . . . . Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Advisors . . . . . . . . . . . . . . . . . . . . . . . Financial Statements . . . . . . . . . . . . . . . . . . . . . . Legality . . . . . . . . . . . . . . . . . . . . . . . . . . . . Disclosures Required By Florida Blue Sky Regulations . . . . . . Certain Closing Certificates . . . . . . . . . . . . . . . . . . Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX A - DESCRIPTION OF THE CITY OF MIAMI . . . . . . . . . . APPENDIX B - GENERAL:PURPOSE FINANCIAL STATEMENTS . . . . . . . . APPENDIX C - THE RESOLUTION . . . . . . . . . . . . . . . . . . . APPENDIX D - FORM OF LEGAL OPINION . . . . . . . . . . . . . . . i D-5 92- 548 V Jok Official Statement $30,0009000 THE CITY OF MIAMI, FLORIDA Tax Anticipation Notes, Series 1992 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 $30,000,000 aggregate principal amount of Tax Anticipation Notes, Series 1992 (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" r, and a resolution duly adopted by the City on September 1992 (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 of the City ending September 30, 1993 (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 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 denomination of $5,000 or any integral multiple thereof. Book -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 & D-6 92- 548 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 as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Notes are to be accompl ished 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 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. D-7 92- 548 Neither DTC nor Cede & Co. will consent or vote with respect to Notes. Under its usual procedures, DTC mails an Omnibus Proxy to the Agency 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 Trustee, or the Agency, 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 Agency or the Trustee, disbursement of such payments to 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 Agency or the Trustee. Under such circumstances, in the event that a successor securities depository is not obtained, Note certificates are required to be printed and delivered. The Agency 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 Agency believes to be reliable, but the Agency 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 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 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, 1992, 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 D-8 92- 548 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"): Percentage of Month . Note Fund Requirement December 25 % January 15 February 10 March 10 April 10 May 10 June 7 July 5 August 5 September 3 Total 100 % 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)(198), 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 frill faith, credit and taxing power of the City have been or shall be pledged. l�j 92- 548 11 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 $30,000,000 Premium Total Sources 0 000 00 Uses of Funds: Deposit to the General Fund $ Cost of Issuance Underwriters' Discount Total Uses 30 000 000 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 Ievy 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. D-10 92— 548 The City Charter The City Charter limits general obligation debt of the City to 15% 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, 1991 was $1,618,882,800 based on the net assessed valuation of $10,792,152,000. Outstanding general obligation debt applicable to the City's debt limitation as of September 30, 1991 totaled $188,605,000 which is approximately 1.75% of the net assessed valuation. 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, 1991" 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. YEAR AGGREGATE SHORT-TERM BORROWING 1991 $20,000,000(a) 1990 $15,000,000(b) 1989 14,960,000(c) .'` 1988 - 0 - 1987 - 0 - • Based on the City's fiscal year ended September 30. (a) The City of Miami, Florida Tax Anticipation Notes, Series 1991 (b) The City of Miami, Florida Tax Anticipation Notes, Series 1990 (c) The City of Miami, Florida Tax Anticipation Notes, Series 1989 Selected Debt Data The following tables provide details of the City's principal and interest requirements on general obligations bonds and overlapping debt of the County. D-11 92- 548 Fiscal Year Ending 9130 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 TOTAL C2) a MMM General Obligation Bonded Indebtedness Principal and Interest Requirements as of September 30, 1991 (1) Principal Interes Total $ 9,575,000 $ 11,737,066 $ 21,312,066(2) 11,745,000 11,858,104 23,603,104 11,770,000 10,983,440 22,753,440 12,125,000 10,178,757 22,323,757 12,015,000 9,434,562 21,449,562 12,115,000 8,678,732 20,793,732 11,335,000 7,935,510 19,270,510 10,550,000 7,211,253 17,761,253 9,880,000 6,445,939 16,325,839 .10,450,000 5,695,013 16,145,013 10,540,000 5,112,185 15,652,185 11,055,000 4,370,661 15,425,661 9,310,000 3,592,991 12,902,991 8,900,000 2,919,804 11,819,804 7,200,000 2,262,636 9,462,636 5,840,000 1,747, 803 7,587, 803 4,915,000 1,352,262 6,267,262 5,000,000 1,041,435 6,041,435 3,895,000 767,579 4,662,579 3,275,000 518,134 3,793,134 1,735,000 321,439 2,056,439 1,795,000 211,316 2,006,316 1,785,000 97,006 1,882,006 $ 186.805.000 $ 114,493.527 $ 301,298,527 The City issued $10,000,000 of its General Obligation Bonds, Series 1992 (Storm Sewer Improvement) in August 1992. Excludes October 1, 1991 installment in the amount of $3,549,000 recorded in the general obligation debt service fund. j D-12 92- 548 .l� a Net Direct and Overlapping Debt as of September 30, 1991 (1) (Amounts rounded to nearest thousands) General Percentage Obligation Application City's Share Debt to the City of Debt City of Miami $186,441,000 100% $186,441,000 Dade County $486,509,000 19%(2) $ 92,437,000 School Board $194,020,000 19%(2) $ 36.864.000 TOTAL $866,970,000 $315.742,000 (1) ne City issued $10,000,000 of its General Obligation Bonds, Series 1992 (Storm Sewer improvement) in August 1992. (2) 'The percentage of the County tax roll valuation comprised of real and personal property situated in the City of Miami. .$, (The balance of this page was intentionally left blank) t D-13 92- 548 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 Miumi(1) September 30, 1991 Factorst Net Assessed Valuation(2) . . . . . . . . . . . . . . . . $11,777,685,000 �t Net Taxable Assessed Valuation . . . . . . . . . . . . . . . $10,792,152,000 =_ City of Miami General obligation Debt, Net of Reserve Fundst ...................$186,441,000 Overlapping General Obligation Debt, Net Special Obligation(3):..............$129,301,000 Total Net Direct and is jNet Overlapping Debt....................$315,742,000 3 Population of Miami(4) 383,000 ! Assessed Valuation Per Capita $30,751 Net Taxable Valuation Per Capita . . . . . . . . . . . . . . . . . . $28,178 Debt Ratiost I _ Net Direct General Obligation Debt as a Percent of Net Taxable Assessed Valuation . . . . . . . . . . . . . . . 1.73% �? Combined Net Direct and Overlapping General Obligation Debt as Percent of Net Taxable i Assessed Valuation . •. . . . . . . . . . . . . . 2.93% Net Direct General Obligation Debt Per Capita . . . . . . . . . . . . $486.79 Combined Net Direct and Overlapping General s Obligation Debt Per Capita . . . . . . . . . . . . . . . . . . $824.39 O e city issued $ 10,000,000 of its General Obligation Bonds, Series 1992 (Storm Sewer Improvement) in August 1992. (2) Assessed valuation as of the final tax roll, from Metropolitan Dade County, using 100% of assessed value as mandated by Florida law. (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. 71c 1990 U.S. Bureau of Census preliminary population count of 358,458 is being challenged q by'the City and is expected to be adjusted. SOURCE: City of Miami t is 1• t { .j, is D-14 t 92- 548 i� r tt + Ratio of Net General obligation Banded Debt to Net Assessed Value and Net General obligation Bonded Debt per Capita ($ in thousands) Net General Assessed Iiomestead Net Assessed Obligation Fiscal 1 n Exemption Value Bonded Debt liatin Per Canila 1991 $383,000(1) ,value $11,777,685 $985,533 $10,796,152 $186,144 1.73% $486.89 1990 383,000(1) 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 1989 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(2) 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 9,391,054 146,102 1.74 381.74 1983 382,027(3) 8,659,281 920,895 7,738,386 124,955 1.61 326.49 1982 382,726(3) 7,962,129 750,665 7,211,464 109,398 1.52 285.84 (1) Estimated by the City on the basis of added electric and water connections and new dwelling units constructed. no 1990 U.S. Bureau of Census preliminary population count of 385,458 is being challenged by the City and is expected to be adjusted. (2) Based on annual population estimates provided by the State of Florida, Division of Population Studies, Bureau of Business and Economic Research, University of Florida. (3) Based on the July 1, 1982 population estimate used by the Office of Revenue Sharing of the Federal Government. General Obligation Bonds Authorized But Not Issued The following table outlines the date, type and amounts of general obligation bonds authorized but unissued as of September 30, 1992. Date of Previously Voter Aonroval Type of Debt Authorized Issued Balance Unissued 10/1/80 Sanitary Sewer $45,000,000 $22,500,000 $22,500,000 t i 1 , i D-15 Procedure for Tax Levy and Tare Collection Real and personal property valuations are determined each year as of January 1 by the Dade County Assessor of Property at 100% 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 real property value assessed, personal property assessed value, and homestead exemptions in the current and each of the last ten completed fiscal years is detailed below. D-16 92- 548 Assessed Value of All Taxable Property Fiscal Year Ended September 30, (in thousands) NET FISCAL REAL PERSONAL HOMESTEAD ASSESSED YEAR 1'�ROPF.IiTY PROPERTY TOTAL EXEMPTIONS VALUE 1991 $10,534,602 $1,243,083 $11,777,685 $985,533 $10,792,152 1990 10,243,901 1,271,210 11,515,111 981,728 10,533,383 1989 9,997,519 1,213,466 11,210,985 969,335 10,241,650 1988 9,519,481 1,242,316 10,761,797 954,978 9,806,819 1987 9,210,476 1,210,435 10,420911 933,300 9,487,611 1986 8,979,226 1,205,707 10,184,933 953,516 9,231,417 1985 8,538,398 1,158,212 9,696,610 952,430 8,744,180 1984 8,230,309 1,115,724 9,346,033 954,979 8,391,054 1983 7,616,829 1,042,452 8,659,281 920,895 7,738,386 1982 6,976,847 985,282 7,962,129 750,665 6,058,127 SOURCE: Metropolitan Dade County Property Appraiser's Office The net assessed value for fiscal year 1991-92 is $11, 173,078,751 or a 3.5% increase over the previous year's assessment. The City has been notified by the Dade County Property Appraiser that the 1992 net assessment estimate for purposes of developing the fiscal year 1992-93 budget is $10,753,531,000, or a 3.8% reduction compared to the prior assessment. The following table lists the ten largest tax assessments in the City of Miami. Ten Largest Property Tax Assessments in the City of Miami 1991 Assessed Values ' Name of Taxpayer Name of Activity Assessed Value (000) 1. City National Bank Bank/Trustee $222,254 2. Southern Bell Telephone Utility 218,537 3. Southeast Bank Bank/Office Building 193,986 4. Equitable Life Assurance Real Estate Investments 179,242 S. Florida Power & Light Co. Utility 166,555 6. Brickell Associates Office Building 89,000 7. Mayfair Hotel/Shopping Center 83,075 8. One Biscayne Tower Office Building 63,800 9. Inter -Continental Florida, Ltd. Real Estate Development 59,400 10. Miami Center Joint Venture Developer 59,130 Source: Metropolitan Dade County Property Appraiser's Office i oll D-17 92- 548 The City has levied;cettified millages of 11.9376 mills for fiscal year 1991-1992 beginning October 1, 1991, consisting of 9.5995 mills for general government and 2.3381 nulls 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 t Fiscal years Ended September 30 (in thousands) oubtauft Conections Percent Collection Collections Deffnqw Taxes Total of Current of of Total as Petit outstalaft As Pesceut Fiscal Tax Year's Levy Delinquent Tax of Current Delinquent of Current Year Lewtl) Collected Taxes collectioas Lew Taxest2) Lew city X IIMen) 1991.... S128,832 S09,036 92.40% $7,419 S126,455 98.16% ' $5,059 3.93% 11.9376 ` 1990.... 125,745 119,363 94.93 4,592 123,955 98.58 5,162 4.I1 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 11.9219 1987.... 116,612 111,740 95.92 1,606 113,346 97.20 2,894 2.49 12.2910 1999.... 109,939 105,457 95.92 944 106,401 96.83 3,318 3.0I 11.9091 1997.... 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 98.59 3,367 3.61 10.1238 1985.... 83,025 78,815 94.93 1,209 80,024 96.38 2,925 3.52 10.7290 1994.... 76,903 74,040 96.28 1,067 75,107 97.66 2,489 3.24 10.6640 1983.... 72,619 70,288 96.79 437 70,725 97.39 2,027 2.79 11.9870 (1) Includes levies for general operations and debt service. (2) Net of reserve for early payment discounts and uncolleetable tax of approximately 5 % of total tax levy. (3) Starting in fiscal year 1985, current year's delinquent tax collections are included with collection of current year's taxes. For years prior to I985, collection of delinquent taxes included both current year and prior year's delinquent tax collections. W WPb 00 D-18 TAX MATTERS In the opinion of Co -Note Counsel, under existing law, the Notes are exempt from present Florida intangible personal property taxes. The Notes and the interest thereon, however, are subject to the Florida State taxes and the taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits and debt obligations owned by corporations, banks and savings institutions, as defined therein, Also, in the opinion of Co -Note Counsel under existing law, facts and circumstances, interest on the Notes is excluded from gross income for federal income tax purposes. The opinion of Co -Note Counsel is conditioned upon compliance by the City with covenants contained in the Resolution to comply with certain arbitrage rebate and other tax requirements contained in the Internal Revenue Code of 1986, as amended (the "Code"), to the extent necessary to preserve the exclusion of interest on the Notes from gross income for federal income tax purposes. If the City fails to comply with such covenants, interest on the Notes could become includable in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issuance. An alternative minimal tax is imposed by the Code on corporations and taxpayers other than corporations. Interest on the Notes will not be treated as an item of tax preference for purposes of the alternative minimum tax. Interest on the Notes will therefore not be included in a non -corporate Noteholder's alternative minimum taxable income. The alternative minimum tax on corporations is imposed at a 20% rate. Interest on the Notes received by a corporate Noteholder will be included in such Noteholder's adjusted current earnings. A corporation's alternative minimum taxable income will be increased by 75% of the corporation's adjusted current earnings not otherwise included in its alternative minimum taxable income. Reference is made to a proposed form of the Co -Note Counsel opinion attached hereto as Appendix D for the complete text thereof. Co -Note Counsel have expressed no opinion regarding other federal income tax consequences which may arise with respect to the Notes. For a description of some of the other potential income tax consequences with respect to the Notes, see the following paragraphs. 1. Environmental Superfund Tax. Section 59A of the Code imposes for taxable years beginning before January 1, 1996, an additional tax on corporations at a rate of .12 percent on the excess over $2,000,000 of a corporation's "modified alternative minimum taxable income". Interest on the Notes received by a corporate Noteholder will be included in the determination of such Noteholder's "modified alternative minimum taxable income". 2. Financial Institutions and Property and Casualty Insurance Companies. Section 265 of the Code provides that a financial institution holding Notes will be denied any deduction for its interest expense allocable to such Notes. Under Section 832(b)(5)(B) of the Code, property and casualty insurance companies will be required to reduce the amount of their deductible underwriting losses by 15% of the amount of tax-exempt interest received from installments made after August 7, 1986, including investments in the Notes. 3. Social Security and Railroad Retirement Benefits. Under Section 86 of the Code, recipients of certain social security benefits and railroad retirement benefits may be required to include a portion of such benefits within gross income by reason of receipt of interest on the Notes. D-19 92- 548 4. S Corporations. Section 1375 of the Code imposes a tax on the income of an S corporation having Subchapter C earnings and profits at the close of a taxable year, if greater than 25% of the gross receipts of such S corporation is passive investment income. Interest on the Notes will be included in an S corporation's passive investment income. 5. Foreign Corporation Branch Offices Tax. Section 884 of the Code imposes a branch profits tax on foreign corporations equal to 30% of the "dividend equivalent amount" for the taxable year. Interest on the Notes would be taken into account in determining a foreign corporate Noteholder's "dividend equivalent amount" to the extent such interest is effectively connected (or treated as effectively connected) with the foreign corporate Noteholder's conduct of a trade or business within the United States. These and other provisions of the Code may give rise to adverse federal income tax consequences to particular Noteholders. Owners of the Notes should consult their own tax advisors with respect to the tax consequences to them of owning Notes. PENDING MATTERS Dade County Charter Amendment The City is located within the corporate boundaries of Metropolitan Dade County (the "County"). The County is a home rule charter county with dual county and municipal powers which confer upon it the authority to establish procedures and rules with regard to municipal boundaries. At a meeting held on June 16, 1992, the Board of County Commissioners (the "Board"), the governing body of the County, adopted Resolution No. R-742-92 (the "Resolution") in which it agreed to present to the qualified electors of the County in September of this year, an amendment to its Home Rule Charter pertaining to the procedures by which residents living within a municipality of 50,000 or more registered voters may separate from the municipality in which they reside. On July 7, 1992, the Board rescinded the Resolution and referred the amendment to a special committee for further review and study. It is expected to be reconsidered by the Board in September. In the event that it is placed on the ballot by the Board, which may be November of this year, there is no way to predict the outcome at this time. A substantial number of citizens of the City who reside in an affluent section of the City known as Coconut Grove have supported the amendment and have discussed the possibility of forming their own municipality separate and apart from the City. Although approximately five percent (5%) of the City's population resides in Coconut Grove, more than fifteen percent (15%) of the total assessed value of the property in the City is located within the Coconut Grove area. Thus, there would be a significant impact on the City's ad valorem revenues for general City purposes if such a separation were to occur. The citizens will not be released, however, from their obligation to pay ad valorem taxes with respect to the Notes and all other debt obligations of the City in existence prior to the separation. Until such time as the Notes are paid in full, the City will be entitled to collect from its former citizens ad valorem tax revenues in an amount which is equal to the amount that the citizens would have paid if they had remained within the corporate boundaries of the City. D-2 0 92, 548 4or, • Employee Henefits Liability The City's scheduled payment to its pension plan of $3.6 million on July 1, 1992 has not been made due to other cash flow requirements of the City. It does expect, however, to make the contribution before the end of the current Fiscal Year which is September 30, 1992. In addition, 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 were required to pay all the claims within a short period of time. 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. The City is a defendant, from time to time in various lawsuits. In the opinion of the City Attorney,; any such pending litigation which represents potential liability for the City will not have a material effect on its ability to pay the principal of or interest on the Notes. RATINGS The Notes have received ratings of [_J from Moody's Investors Service, Inc., and [ J from Standard & Poor's Corporation. 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 §o warrant. A revision or withdrawal of any such rating may have a adverse effect on the market price of the Notes. D-21 92- 548 7 t, 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. 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, 1991, as stated in their report to the City Commissioners dated March Q 25, 1992, 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 Barnes, McGhee, Neal, Poston & Segue, Miami, Florida, and Matzner, Ziskind, Hermelee & Jaffee, P.A., Miami, Florida, Co -Note Counsel. Certain legal matters will be passed upon for the City by A. Quinn Jones, III, Esq., the City Attorney. Barnes, McGhee, Neal, Poston & Segue and Matzner, Ziskind, Hermelee & Jaffee, P.A., Co - Note Counsel, have not undertaken independently to verify and therefore express no opinion as to the accuracy, completeness, fairness or sufficiency of the information or statements contained herein 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 3E4W.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 D-22 92- 548 c 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 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 described in the section immediately above), 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 3006 Biscayne Boulevard Way, Suite 210, Miami, Florida 33133, telephone number (305) 579-6350, or from its Financial Advisors, Howard Gary & Company, 3050 Biscayne Boulevard, Suite 603, Miami, Florida 33137-4163, telephone number (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 D-23 92- 548 accuracy or completeness by, and is not to be construed as a representation by, the Underwriters or the Financial Advisors. 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. M THE CITY OF MIAMI, FLORIDA THE HONORABLE XAVIER L. SUAREZ, MAYOR D-24 APPENDIX A 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 as of April 1, 1990 was 383,000. 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 Advisory 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. 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 qn the Commission. D-25 92- 548 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 Xavier L. Suarez was elected Mayor in November, 1985 and 1987 for respective two-year terms and re-elected in 1989 to a four-year term. Mayor Suarez is a summa cum laude graduate of Villanova University, and holds a Masters Degree in Public Policy from the John F. Kennedy School of Government of Harvard University and a Juris Doctorate from Harvard Law School. Mayor Suarez is currently a partner in the Miami law firm of Jorden & Schulte. Mayor Suarez has actively served the Miami community for a number of years through participation on numerous advisory boards and committees. Dr. Miriam Alonso was- elected Commissioner in November, 1989 for a four-year term. Commissioner Alonso is a graduate of the Catholic University of America and holds degrees in International and Comparative Education and a Doctorate in Philosophy. Commissioner Alonso has a real estate investment company and has served on several civic and community boards. Commissioner Alonso was elected Vice Mayor for a term commencing December 1, 1991. MillerJ. Dawkins was elected Commissioner in November, 1981, 1985 and 1989 for respective four-year terms. Commissioner 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 has been employed for over 19 years. 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 boadift in 1980, Mr. Odio was appointed to the Pregident'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, D-26 92- 548 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 B.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, 111 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 associated 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 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 445 full-time, permanent civilian employees. The Fire Department is rated as Class I 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. D-27 52- 548 -1 P 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. 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 proteption services within four municipalities and provide full service fire protection for twenty-three 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 become 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 computer 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's diversified economic base is comprised of light manufacturing, trade, commerce, wholesale and retail trade, and tourism. While the City's share of Florida's tourist trade remains an important economic force, the great gains the City has made in the areas of banking, international business, real estate and transhipment have fortified the economic base. In recent years, the local economy has been adversely impacted by the bankruptcy of several institution based in greater Miami, including 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. D-28 92- 548 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 house 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 Hayside 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 (50%) of the project financing has been secured by the City through a variety of Federal, State and private funding sources. Southeast Overtown/Parkwest The Southeast Overtown/Parkwest Redevelopment Program entails the redevelopment of 200 acres of prime real estate, adjacent to the central business district, for new residential commercial activity. The general redevelopment concept for the project area is the provision of a wide range of housing opportunities, with supporting commercial uses, to serve the area's future population. By the end of the century the project area is envisioned to have the capacity to support over 9,000 residential units and over one million square feet of commercial space. The City has been delegated limited redevelopment powers for the implementation of the redevelopment plan. Public sector involvement will focus on land acquisition, resident, relocation, demolition, project marketing, infrastructure improvements and construction and, in some instances, the provision of "gap" financing. The City has estimated that over $1.0 billion in private investment will occur during the next 20 years. Phase I development started in the fall of 1988 with 860 units. Public infrastructure work, including utilities, street improvements and pedestrian amenities, is now being designed for implementation in conjunction with the private development. Total public investment in Phase I Redevelopment is over $58 million. New private construction in the amount of $200 million is planned to occur over the next five years for a total of 1,100 residential units and 250,000 square feet of commercial space. Miami Arena The County levies a 3 % Convention Development 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 and the University of Miami Hurricanes. This 300,000 square feet multi -purpose facility, completed in 1988 at a total cost of $48 million, accommodates up to 15,600 spectators. D-29 92- 548 n�A�w Corporate E1 xpanslon 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, Owens-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 America 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 15% 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 ranks among the top metropolitan areas of the United States in the concentration of international and Edge Acts Banks. 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. D-30 92- 548 i 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. Number June 30 of Banks Total Deposits 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 1983 74 19,256,581,000 1982 70 16,158,326,000 1981 65 13,488,248,000 Source: FDIC Atlanta, GA (1) FDIC not available. The data was provided by Florida Bankers Association. (2) Reduction in deposits is attributable to more stringent FDIC regulations, which have caused a shift to other investments not insured by the FDIC. Tourism Greater 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 Seaquarium, 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, Cal Ie Ocho Open House, Carnival Miami, Coconut Grove Art Festival, Kwanzaa and Goombay Festivals, Hispanic Heritage Week, and the Orange Bowl Festival 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 $300,000 in prize money in 1992. During 1991, approximately 8.5 million out-of-state visitors stayed in over 53,980 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 [$6.0] billion in Greater Miami in 1991, according to the estimates of the County. 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. i 11=51_ 92- 5-48 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 Bowl Stadium and the Miami Convention Center. Joe Robbie Stadium, which is used by the Miami Dolphins, is located in North Central Dade County. Sports competition includes professional and college football, basketball, baseball 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 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. e 0 D-32 92- 548 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 1981 is as follows: tLe4r, 1991.................... 1990.................... 1989.................... 1988.................... 1986.......... 1985.................... 1984.................... 1983.................... 1982.................... Source: Dade County School Board School Enrollment Public School System Dade County Miami Total 54,615 S; 304,287 52,214 292,411 50,757 275,233 41,521 262,213 36,994 244,734 38,345 236,127 - 37,093 227,906 36,992 223,884 35,394 223,948 35,662 _ 226,324 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. 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 wild 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 D-33 92- 548 in the United States. Foreign Trade More than 71 % of Florida's export trade and 52% of Florida's import trade flowed through the ports of the City during the fiscal year 1989/1990, according to the Center for Banking and Financial Institutions at Florida International University. 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 t 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 five 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 5th 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 1991, the Airport served 26.5 million passengers and handled 1.8 billion pounds of cargo. Statistics from 1982 are presented below: Passengers Cargo Year (0001s) (000's lbs.) 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 1983 .................. 19,322 1,184,526 1982— ............... 19,388 1,246,700 Source: Dade County Aviation Department i D-34 92- 548 Port of Miami The Port of Miami (the "Port") is owned by the County and is operated by the Dade County Seaport Department. From 1982 to 1991, the number of passengers sailing from the Port increased from 1,790,255 to 2,928,532, an Increase of 66%. This increased growth highlights the Port's emergence as the worid's leading cruise ship port. 'The Port specializes in unitized trailer and contained cargo handling concepts. The most effective 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 1982 to 1991 the total cargo handled increased from approximately 2.7 million tons to over 3.8 million tons, an increase of 40%. • t D-35 92- 548 t LZ below: The summary of the growth in revenues, passengers and cargo for previous years is presented Year Revenues Passengers Cargo (Tonnage) 1991 $32,753,262 2,928,532 3,882,286 1990.60... 25,736,465(1) 2,734,816 3,590,937 1989...... 30,035,859 3,100,055 3,206,417 1988...... 26,489,275 2,502,411 2,602,556 1987...... 19,933,917 2,633,041 2,425,937 1986...... 170973,522 2,520,511 2,406,084 1985...... 17,135,048 2,326,685 2,333,026 1984...... 15,943,548 2,217,065 2,287,281 1983...... 14,201,008 2,002,654 2,305,645 1982...... 12,949,687 1,760,255 2,665,921 Source: Dade County Seaport Department (1) Previous years data included Internal Revenue Service tranafers. Actual revenue increased 7% over the prior year. Demographic Data The following table indicates the distribution by age groups among the population of residents of the City and of the County. Total Population by Age Group 1990 Years City of Miami Metro -Dade County 0-04..... 25,627 139,714 5-17..... 56,868 328,296 18-20.... 13,804 82,000 21-24.... 19,811 111,876 25-44.... 105,524 609,719 45-54.... 38,898 212,098 55-59.... 19,004 91,769 60-64.... 19,665 90,816 65-74.... 32,460 146,131 75-84.... 20,603 94,556 85+...... 6,284 30,119 Total 358�.54®8 1,937,094 Source: U.S. Bureau of Census, 1990 data from the University of Florida Libraries, Gainesville, Florida. Retail Sales Although the City contains 22 percent of the population of the County, almost half of the dollar volume of sales transactions for the County are reported in the City. 'Che following table presents five years of taxable sales information for the City and the County. D-3 6 92- 548 Taxable Sales ($ in thousands) Fiscal Year 1991 1990 1989 19880 19870 Miami....... $ 8,847,178 $ 8,614,429 $ 8,226,828 $ 8,708,334 $ 6,686,603 bode County. 18,312,883 8,207,737 18,089,189 18,401,045 $15,860,303 Mismi/Dade.. 48% 47% 45% 47% 42% Source: Department of Revenue; State of Florida (i) Includes amounts received from the State of Florida tax on the sale of professional services which became effective in July, 1987 and was repealed in December, 1987. Unemployment Rates Annual Average ,y 1991 1990 1989 1988 1987 Miami........ 10.7% 8.3% 7.9% 6.7% 7.2% Dade County.. 8.7 6.7 6.4 5.4 5.8 U.S ... 6...... 6.7 5.5 5.3 5.5 6.2 Source: United States Department of Labor, Bureau of Labor Statistics. Building Permits The dollar value of building permits issued in the City and in the unincorporated areas of the County since 1982 is as follows: ' € Building Permits Issued { ($ in thousands) City of Unincorporated Year Miami Dade County 1991 ........................ $208,914 $1,493,522 1990 ........................ 237,039 1,046,389 1989 ........................ 308,941 2,731,505 1988 ........................ 288,771 2,702,387 1987...6 .................... 238,513 1,190,493 t 1986 ... ...... ............. 192,418 1,023,858 1985 ........................ 322,785 864,862 1984 ........................ 345,262 953,055 _ 1983 ......................... 299,941 903,706 1982 ........................ 358,676 659,160 Source: no City of Miami Department of Building and Zoning and Dade County Department df Building and Zoning. D-37 92- 548 New Residential Construction New residential construction in the City since 1982 has been estimated as follows: Humber of Year Units 1991 ............................... 380 1990.1............................. 973 1989........... . ................... 1,624 1988, .............................. 212 1987 ............................... 1,425 1986 ............................... 801 1985 ............................... 603 1984 ............................... 1,018 1983 ............................... 661 1982 ............................... 1,753 Source: The City of Miami Department of Building and Zoning. D-38 92_ 548 APPENDIX D [Proposed Form of Opinion of Co -Note counsel] , 1992 The City of Miami, Florida City Hall 3500 Pan American Drive Miami, Florida 33131 Re: $30,000,Q00 The City of Miami, Florida Tax Anticipation Notes, Series 1992 Ladies and Gentlemen: We have acted as Co -Note Counsel in connection with the issuance and sale by The City of Miami, Florida (the "Issuer"), of its $30,000,000 Tax Anticipation Notes, Series 1992 (the "Notes"), All terms used herein in capitalized form and not otherwise defined herein shall have the same meaning as ascribed to them under Resolution No, adopted by the Issuer on September `, 1992 (the "Resolution"). The Notes are dated October _, 1992, have been issued in fully registered form and bear interest from the date thereof at the rates determined in accordance with the terms of the Resolution. The Notes ,. finally mature on September 1993 The Notes are not subject to redemption prior to maturity. The Notes have been issued for the purpose of providing funds to pay certain appropriations made by the City Commission of the Issuer for the fiscal year of the Issuer ending September 30, 1992 (the "Fiscal Year"). A. Pursuant to the Resolution, the principal of and all interest on the Notes shall be payable solely from and secured by a lien upon and pledge of the Issuer'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 Issuer (the "Pledged Funds"). The Notes and the obligations evidenced thereby do not constitute a general liability or obligation of the Issuer, Dade County, Florida or the State of Florida or any political subdivision or agency thereof, or a pledge of the faith and credit or taxing power of the Issuer, Dade County, Florida, the State of Florida or any political subdivision thereof. In no event shall the Notes or the interest thereon be payable out of any funds or property other than those of the Issuer and then only to the extent of the Pledged Funds in the manner expressly provided in the .Resolution. The description of the Notes in this opinion and other statement concerning the terms and conditions of the issuance of the Notes do not purport to set forth all of the terms and conditions of the D-39 92- 548 Notes or of any other document relating to the issuance of the Notes, but are intended only to identify the Notes and to describe briefly certain features thereof. This opinion shall ►got be deemed or treated as an offering circular, prospectus or official statement, and is not intended in any way to be a disclosure document used In connection with the sale or delivery of the Notes. In rendering the opinions set forth below, we have examined a certified copy of the Resolution and are relying on the covenants and agreements of the Issuer contained therein, including, without limitation, the covenant of the Issuer to comply with the applicable requirements contained in Section 103 and Sections 141 through 150 of the Internal Revenue Code of 1986, as amended, and the applicable regulations thereunder (the "Code"), to the extent necessary to preserve the exclusion of interest on the Notes from gross income for federal income tax purposes. We have also examined certified copies of the proceedings of the Issuer, and other information submitted to us relative to the issuance and sale by the Issuer of the Notes. In addition, we have examined and relied upon the opinion of A. Quinn Jones, III, City Attorney to the Issuer, and such other agreements, certificates, documents and opinions, including certificates and representations of public officials and other officers and representatives of the various parties participating in this transaction, as we have deemed relevant and necessary in connection with the opinions expressed below. We have not undertaken an independent audit, examination, investigation or inspection of the matters described or contained in such agreements, documents, certificates, representations and opinions, and have relied solely on the facts, estimates and circumstances described and set forth therein. In our examination of the foregoing, we have assumed the genuineness of signatures in all documents and instruments, the authenticity of documents submitted as originals and the conformity to originals of documents submitted as copies. The opinions set forth below are expressly limited to, and we opine only with respect to, the laws of the State of Florida and the federal income tax laws of the United States of America. Based upon and subject to the foregoing, we are of the opinion that: (i) The Notes are valid and legally binding special obligations of the Issuer, payable solely from and secured by a lien on and pledge of the Pledged Funds, in the manner and to the extent provided in the Resolution. (ii) Under existing law, the interest on the Notes (including any original issue discount) is excluded from gross income for federal income tax purposes and will not be treated as an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that with respect to corporations (as defined for federal income tax purposes), such interest will be taken into account in determining adjusted current earnings for purposes of computing the alternative minimum tax imposed on such corporations. The opinions expressed in the preceding sentence are conditioned upon compliance by the Issuer with its covenants relating to certain arbitrage rebate and other tax requirements contained in Section 103 and Sections 141 through 150 of the Code (including, without limitation, its covenants not to use any proceeds of the Notes in a manner that would cause the Notes to be classified as private activity bonds under Section 141(b) of the Code and to comply with the D-40 92- 548 requirements contained in Section 148 of the Code), to the extent necessary to preserve the exclusion of interest on the Notes from gross income for federal income tax purposes. Failure of the Issuer to comply with such requirements could cause the interest on the Notes to be Included in gross income for federal income tax purposes retroactive to the date of issuance of the Notes. Other provisions of the Code may give rise to adverse federal income tax consequences to particular holders of the Notes. The scope of this opinion is limited to matters addressed above and no opinion is expressed hereby regarding other federal income tax consequences that may arise due to ownership of the Notes. (III) Under existing law, the Notes are exempt from all present intangible personal property taxes imposed by the State of Florida. The Notes and the income thereon, however, are subject to Florida estate taxes and taxes imposed by Chapter 220, Florida Statutes, on interest, income or profits and debt obligations owned by corporations, banks and savings associations as defined therein. Our opinions expressed herein are predicated upon present laws and interpretations thereof. We assume no affirmative obligation,with respect to any change of circumstances or law that may adversely affect the exclusion from gross income of interest on the Notes for federal income tax purposes after the date hereof. All opinions as to legal obligations of the Issuer set forth above are subject to and limited by (a) bankruptcy, insolvency, reorganization, moratorium or similar laws, in each case relating to or affecting the enforcement of creditors' rights, and (b) applicable laws or equitable principles that may affect remedies or injunctive or other equitable relief. The scope of our engagement in relation to the issuance of the Notes has been limited solely to the examination of facts and law incident to rendering the opinions expressed herein. We have not been engaged to confirm or verify and therefore express no opinion as to the accuracy, completeness, fairness or sufficiency of the Official Statement or any exhibits or appendices thereto or any other offering material relating to the Notes, [except as otherwise set forth in our opinion to the underwriters dated as of the date hereof.] In addition, we have not been engaged to and therefore express no opinion as to the compliance by the Issuer or the underwriters with any federal or state statute, regulation or ruling with respect to the sale or distribution of the Notes. Our opinions expressed herein are predicated upon present laws, facts and circumstances, and we assume no affirmative obligation to update the opinions expressed herein if such laws, facts or circumstances change after the date hereof. Sincerely yours, BARNES, MCGHEE, NEAL, POSTON & SEGUE MATZNER, ZISKIND, HERMELEE & JAFFEE, P.A. D-41 9 9ft.- & 4$ i ITY OF MIAM1, FLORIDA INTER -OFFICE MEMOnANbUM Honorable Mayor and Members RATE : FILE �� r Of City Commission Z 1992 SU13JECT : Agenda Item )M . Cesar H. Od nEFERENCES : City Manage ENCLOSURES : It is respectfully recommended that the City Commission adopt a resolution authorizing the issuance of an amount not to exceed $30,000,000 in aggregate• principal amount of the City of .Miami, Florida, Tax Anticipation Notes, Series 1992 for the purpose of meeting certain of the City's cash flow requirements for the fiscal year ending September 30, 1993; approving the form of the Notes; 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; authorizing the negotiated sale of the Notes; approving the form, execution and delivery of a Note Purchase Agreement to effect the negotiated sale of the Notes; approving the form and distribution 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 the Mayor or Vice Mayor, City Manager or Assistant City Manager , and the City Attorney as to the form to execute the Note Purchase Agreement consistent with such final details; authorizing other officerslof the City to take all other actions necessary in connection with the issuance of the Notes; and providing for an effective date. The City will begin collection of property taxes for fiscal year 1992-93 at the end of November 1992. A cash flow gap approximating $15 million is expected to occur in October and November attributable to normal operating expenditures, which will be covered by the issuance of these notes. 92- 548 i Agenda Item Page -2- The additional $15 million in notes recommended to be issued will prepay the pension contributions the city is committed to make on January 1st, April 1st and July 1st of 1993- These installments carry an interest rate of 7.75 and 8%. The prepayment of these contributions in October 1992 will avoid the payment of such interest to the Pension Funds. Instead the City will pay approximately 3% on the tax anticipation notes, saving over $250,000 in interest to the City. These Tax Anticipation Notes will be paid with fiscal year 1993 general fund property taxes. The proposed budget estimates these taxes at $98,012,251, net of a 5% reserve for early payment discounts and uncollectables. Although these budgeted revenues are based on the preliminary taxroll, the majority of these taxes are expected to be collected. The Department of Finance hereby recommends the issuance of Tax Anticipation Notes in October, 1992 in an amount not to exceed $30 million to bridge the cash flow gap at the beginning of fiscal year 1992-93, and to prepay the pension contributions. i 92- 548