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HomeMy WebLinkAboutR-91-0696J-91-757 9/17/91 RESOLUTION NO P 6 (9 6 WITH ATTACHMENT(S� A RESOLUTION,OF THE CITY CO&ISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENTS, AUTHORIZING THE ISSUANCE OF AN AMOUNT NOT TO EXCEED $25,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF THE CITY OF MIAMI, FLORIDA, TAX ANTICIPATION NOTES, SERIES 1991 FOR THE PURPOSE OF MEETING CERTAIN OF THE CITY'S CASH FLOW REQUIREMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1992; 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 OFFICERS OF THE CITY TO TAKE ALL OTHER ACTIONS NECESSARY IN CONNECTION WITH THE ISSUANCE OF THE NOTES; AND PROVIDING FOR 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, 1992 (the "Fiscal Year") because cash disbursements have been scheduled to be made in the Fiscal Year before sufficient moneys therefor are expected to be available to the City; and WHEREAS, pursuant to the Constitution and the laws of the State of Florida (the "State"), in particular Chapter 166, Florida Statutes, as amended, and pursuant to the Charter of the City, as amended (collectively, the "Act"), the City desires to issue its Tax Anticipation Notes, Series 1991, in an aggregate principal amount not to exceed $25,000,000 (the "Notes") for the purpose of meeting certain of the City's cash flow requirements for the Fiscal Year and for the purpose of paying certain of the costs of issuance of the Notes; and WHEREAS, for reasons more fully set forth herein, the City Commission of the City (the "Commission") finds and determines it to be in the best interest of the City to authorize the sale of the Notes on the basis of a negotiated sale to PaineWebber Incorporated, Grigsby Brandford Powell, Inc., AIBC Investment Services Corp., and Guzman & Company. (collectively, the "Underwriter"), rather than a public sale by competitive bid; and WHEREAS, in order to take advantage of currently existing interest rates, due to uncertainties of the financial markets which have resulted from current economic conditions in the United States of America and from recent events in foreign countries, particularly in the Middle East and the Union of Soviet Socialist Republics, and the necessity of immediate response to market conditions by the City, and because of the characteristics of the Notes, it is necessary for the Commission to authorize the City Manager or any Assistant City Manager to determine on behalf of the City the final details of the Notes within the parameters set forth in this Resolution and to authorize the Mayor or the Vice Mayor, the City Manager or Assistant City Manager, and the City Attorney as to form, to execute a final Note Purchase Agreement on behalf of the City evidencing such final details; ',TTACHMENTS CONTAINED CITY COMMISSIONT ME ING OF S E P 26 1991 M 91.-- 696 NOW,THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. RECITALS. The recitals set forth above are hereby incorporated by reference into the body of this Resolution, as if fully set forth herein. SECTION 2. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of the Act. SECTION 3. FINDINGS. It is hereby ascertained, determined and declared: (a) Under the Act, the City is entitled to levy and receive ad valorem taxes on real and tangible personal property within the City. (b) The principal of and interest on the Notes and all required sinking fund and other payments shall be payable solely from the City's ad valorem taxes collected during the Fiscal Year other than ad valorem taxes approved by referendum and levied specifically to pay debt service on bonds or other obligations issued by the City (the "Pledged Funds"). Neither the full faith and credit nor the taxing power of the City, Dade County, Florida (the "County") or the State or any political subdivision thereof or governmental authority or body there in 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 1991" are hereby authorized to be issued in an aggregate principal amount not to exceed Twenty Five Million Dollars ($25,000,000) for the purpose of providing funds to pay the appropriations made for the Fiscal Year in anticipation of the receipt of the Pledged Funds and to pay the costs of issuance of the Notes. The Notes shall be issued in such aggregate principal amount not to exceed $25,000,000 as shall be approved by the City Manager or any Assistant City Manager. The Notes shall be sold at an underwriting discount or fee (not taking into account any original issue discount) not to exceed ninety six percent (96%) of the total of the aggregate principal amount of the Notes and may be sold at such premium or at such original issue discount as shall be approved by the City Manager or Assistant City Manager, the execution of the Note Purchase Agreement (as defined herein) by the City, as provided in Section 17 of this Resolution, to be conclusive evidence of such approval by the City Manager or Assistant City Manager. The Notes shall be issuable without coupons in denominations of $5,000 each or any integral multiple thereof, shall be numbered from NR 1 upwards, shall be dated on or as of such date as shall be determined by the City Manager or Assistant City Manager and shall not be subject to redemption prior to maturity. The Notes shall mature no later than one year from the date of the Notes, as such date shall be approved by the City Manager or Assistant City Manager, and shall bear interest from their date at a true interest cost rate not to exceed 5.20%, such rate to be determined by the City Manager or Assistant City Manager at the time of execution of the Note Purchase Agreement and shall be, in the judgment of such officer and subject to the maximum rate limitation set forth above, the lowest rate -2- 91-- 696 'NA 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. All of the particulars of this Section 5, and such other characteristics as may be necessary or advisable to be included in the Notes or in relation to the issuance of the Notes, as approved by the City Manager or Assistant City Manager, shall be contained in the Note Purchase Agreement. SECTION 6. PAYMENT OF NOTES. The principal of and interest on each Note are payable at the principal corporate trust office of NCNB National Bank of Florida, Tampa, Florida, as paying agent (the "Paying Agent") upon the presentation and surrender of such Note at maturity, in any coin or currency of the United States of America which, at the date of payment thereof, is legal tender for the payment of public and private debts. SECTION 7. EXECUTION OF NOTES. The Notes shall be executed in the name of the City by the Mayor and shall be approved as to form and correctness by the signature of the City Attorney, and the seal of the City or a facsimile thereof shall be affixed thereto or imprinted or reproduced thereon and attested by the City Clerk, either manually or with their facsimile signatures. In case any one or more of the officers who shall have signed or sealed any of the Notes shall cease to be such officer before the Notes so signed and sealed shall have been actually sold and delivered, such Notes may nevertheless be sold and delivered as herein provided and may be issued as if the person who signed and sealed such Notes had not ceased to hold such office. Any Note may be signed and sealed on behalf of the City by such person as at the actual time of the execution of such Note shall hold the proper office, although at the date of such Note such person may not have held such office or may not have been so authorized. The Notes shall bear thereon a certificate of authentication, in the form set forth in Exhibit "A" hereto, executed manually by the Paying Agent. Only such Notes as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution, and no Note shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Paying Agent. Such certificate of the Paying Agent upon any Note executed on behalf of the City shall be conclusive evidence that the Note so authenticated has been duly authenticated and delivered under this Resolution and that the owner thereof is entitled to the benefits of this Resolution. SECTION 8. NEGOTIABILITY, REGISTRATION AND CANCELLATION. At the option of a registered owner of a Note and upon surrender of a Note at the principal corporate trust office of the Paying Agent with a written instrument of transfer and with guaranty - of signature satisfactory to the Paying Agent duly executed by the Noteholder or his duly authorized attorney and upon payment by such Noteholder of any charges which the Paying Agent or the City may make as provided in this Section, the Note may be exchanged for a Note of the same aggregate principal amount and maturity of any other authorized denominations. The Paying Agent shall keep books for the registration of Notes and for the registration of transfers of Notes. The Notes shall be transferable by the owner thereof in person or by his attorney duly authorized in writing only upon the books of the City kept by the Paying Agent and only upon surrender thereof together with a written instrument of transfer satisfactory to the Paying Agent duly executed by the Noteholder or his duly authorized attorney. Upon the transfer of any such Note, the City shall cause to be issued in the name of the transferee a new Note or Notes. The City and the Paying Agent may deem and treat the person in whose name any Note shall be registered upon the books kept by the Paying Agent as the absolute owner of such Note, whether such Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note as the same becomes due and for all other purposes. All such payments so made to any such Noteholder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or x11 3 91- 696 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 Note shall first be surrendered to the City and, in the case of any lost, stolen or destroyed Note, there shall first be furnished to the City and the Paying Agent proof of ownership, evidence of such loss, theft, or destruction satisfactory to the City and the Paying Agent, together with indemnity satisfactory to them. In the event any such Note shall be about to mature or have matured, instead of issuing a duplicate Note, the City may direct the Paying Agent to pay the same without surrender thereof. The City and Paying Agent may charge the owner of such Notes their reasonable fees and expenses in connection with this transaction. Any Note surrendered for replacement shall be canceled in the same manner as provided in Section 9 hereof. Any such duplicate Notes issued pursuant to this Section shall constitute additional contractual obligations on the part of the City, whether or not the lost, stolen or destroyed Notes be at any time found by anyone, and such duplicate Notes shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the Pledged Funds with all other Notes issued hereunder. SECTION 10. FORM OF NOTES. The text of the Notes shall be of the tenor set forth in Exhibit A to this Resolution, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution. SECTION 11. PAYING AGENT. (a) NCNB National Bank of Florida, Tampa, 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. -4- 9 f --- 696 SECTION 12. NO PLEDGE OF FULL FAITH AND CREDIT. Neither the full faith and credit nor the taxing power of the City, the County or the State or any political subdivision thereof or governmental authority or body therein are pledged to the payment of the principal of or interest on the Notes, except for the Pledged Funds. No Noteholder shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the County or the State or any political subdivision thereof or governmental authority or body therein or taxation in any form of any real or personal property therein to pay such Notes or the interest thereon except for those ad valorem taxes of the City collected during the Fiscal Year which constitute Pledged Funds. SECTION 13. COVENANTS AND REPRESENTATIONS AND PLEDGE OF PLEDGED FUNDS. The City represents to and covenants with and for the benefit of the owners of the Notes: (a) That it has adopted an operating budget for the Fiscal Year and that it will levy the City's ad valorem taxes during such Fiscal Year as required by law. (b) That to the extent necessary to pay when due the principal of and the interest on the Notes, the Pledged Funds for the Fiscal Year and all moneys held in the Note Fund hereinafter established are irrevocably pledged to the payment of the Notes superior to all other liens and encumbrances on such funds, except for bonds and other debt obligations as to which the City has or may in the future pledge its full faith, credit and taxing power. (c) That, commencing on December 1, 1991, 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 1991 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 of Month Note Fund Requirement December 25 % January 15 % February 10 % March 10 % April 10% May 10 % June 7 % July 5 % August 5 % 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 S1 91- 696 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 Part IV of Subchapter B of Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code") to the extent necessary to preserve the exclusion of interest on the Notes issued hereunder from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: (1) To make or cause to be made all necessary determinations and calculations of the Rebate Amount (as hereinafter defined) and required payments of the Rebate Amount; (2) to set aside sufficient moneys from the Pledged Funds or other legally available funds of the Issuer, to timely pay the Rebate Amount to the United States of America; (3) to pay the Rebate Amount to the United States of America from the Pledged Funds or from any other legally available funds, at the times and to the extent required pursuant to Section 148(f) of the Code; (4) to maintain and retain all records pertaining to the Rebate Amount with respect to the Notes issued hereunder and required 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 Part IV of Subchapter B of Chapter 1 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 Issuer 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 W 91- 696 City of Miami Tax Anticipation Notes, Series 1991 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. SECTION 15. AMENDMENTS. Without the consent of any Noteholders, the City may, from time to time and at any time, adopt such resolutions supplemental hereto that do not materially adversely affect the interests of the Noteholders (which supplemental resolutions shall thereafter form a part hereof): (a) to cure any ambiguity, to correct or supplement any provision herein which may be inconsistent with any other provision herein or to make any other amendment with respect to matters or questions arising under this Resolution which may not be inconsistent with the provisions of this Resolution, or (b) to modify, amend or supplement this Resolution or any supplement or amendment hereto in such manner as to permit the Notes to be rated by any nationally roz:ognized securities rating services. Any other amendment hereof may be made with the prior written consent of the holders of a majority in aggregate principal amount of the Notes then outstanding hereunder, provided that no .amendment shall permit a change: (a) in the maturity of the Notes, (b) in the amount of the principal obligation of any Notes, (c) that would adversely affect the pledge of the Pledge Funds hereunder, or (d) that would reduce the percentage of Noteholders required above for the modification of this Resolution, without the consent of all Noteholders. For the purposes of Noteholders' consents, the Notes owned by or held for the account of the City, directly, or indirectly, shall not be counted. SECTION 16. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY. If determined by the Director of Finance or the City Manager or any Assistant City Manager to be necessary or desirable, the Director of Finance, the City Manager, and the Assistant City Manager is hereby authorized to take such actions as may be necessary from time to time to qualify the Notes for deposit with The Depository Trust Company of New York ("DTC"), including but not limited to, wire transfers of interest and principal payments with respect to the Notes, utilization of electronic book entry data received from 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. NEGOTIATED SALE REQUIRED. The Commission hereby finds, ascertains, determines and declares that a negotiated sale of the Notes to the Underwriters is in the best interest of the City and is necessary in order to take advantage of currently existing interest rates, because of uncertainties in the financial markets which have resulted from current recessive economic conditions in the United States of America and from recent events in foreign countries, particularly in the Middle East and the Union of Soviet Socialist Republics, and because of the characteristics of the Notes. 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. The Underwriter will provide the City with a disclosure statement containing the information requested by Section 218.385, Florida Statutes prior to the execution of by the City of the Note Purchase Agreement described below. SECTION 18. NOTE PURCHASE AGREEMENT APPROVED. The proposal submitted by the Underwriter at this meeting in the form of the Note Purchase Agreement to be entered into by and between the City and the Underwriter, a form of which is attached hereto as Exhibit "B" (the "Note Purchase Agreement"), is hereby approved, subject to such changes, insertions, and omissions and such filling of blanks then as may be approved and made by the officers of the City executing the same, in a manner consistent with this Resolution, such -7- y1-_ 696 execution to be conclusive evidence of such approval. The 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 in the Note Purchase Agreement, provided such price, terms and conditions are in compliance in all respects with the terms of Section 5 of this Resolution. 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, are hereby authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the Note Purchase Agreement. SECTION 19. PRELIMINARY AND FINAL OFFICIAL STATEMENT APPROVED. The distribution by the Underwriter of a Preliminary Official Statement in connection with the offering and sale of the Notes in substantially the form attached hereto as E:.hibit "C" (the "Preliminary Official Statement") is hereby approved; 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 15c2-12 of the Securities and Exchange Commission. The Commission hereby authorizes the preparation of the Official Statement to be used in the actual offer and sale of the Notes to the public (the "Official Statement") and the delivery of such offering Memorandum to the Underwriter no later than two (2) business days (days on which the City is open for business) from the day on which the Note Purchase Agreement is executed by the City 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 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 18. SECTION 20. FURTHER OFFICIAL ACTION. The Mayor, Vice Mayor, City Manager, Assistant City Manager, Director of Finance, City Attorney, City Clerk and other officials and officers of the City are hereby authorized, empowered and directed to execute and deliver such other documents and take such other actions (including, but not limited to, the procurement of credit enhancement to secure the Notes and obtaining ratings for the Note) as shall be necessary and appropriate to accomplish the performance of the obligations of the City in respect thereof. The Mayor, Vice Mayor or City Manager is hereby authorized to agree to such requirements as may be imposed by the issuer of any credit enhancement or by any rating agency with respect to the Notes as a condition of such credit enhancement or rating. SECTION 21. DEFEASANCE. If (1) the City shall pay or cause to be paid to the Noteholders the principal of and interest to become due thereon at the time and in the manner stipulated therein and herein, (2) all fees and expenses of the Paying Agent shall have been paid, and (3) the City shall have kept, performed and observed all of its covenants and promises in the Notes and in this Resolution, then the Notes shall no longer be deemed to be outstanding under the provisions of this Resolution. For the purposes of the preceding sentence, Notes for the 12 91- 696 payment of which when due sufficient moneys or sufficient noncallable direct obligations of, or obligations the principal of and the interest on which are unconditionally guaranteed by, the United States of America shall have been deposited in trust for the owners thereof (whether upon or prior to the maturity of such Notes) shall be deemed to have been paid and no longer outstanding under the provisions of this Resolution. Such direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by the United States will be considered sufficient if said obligations, with interest, mature and bear interest in such amounts and at such times as will assure sufficient cash to pay interest and principal when due on the Notes. SECTION 22. REMEDIES. Any Noteholder or any trustee acting for such Noteholder in the manner hereinafter provided may by suit, action, mandamus or other proceeding in any court of competent jurisdiction protect and enforce any and all rights under the laws of the State or granted and contained in this Resolution and may enforce and compel the performance of all duties required by this Resolution or by any applicable statutes to be performed by the City or by any officer thereof. The Noteholders of a majority in aggregate principal amount of Notes then outstanding may, by a duly executed certificate, appoint a trustee for the Noteholders with authority to represent such Noteholders in any legal proceedings for the enforcement and protection of the rights of such Noteholders. SECTION 23. SEVERABILITY OF INVALID PROVISIONS. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any remaining provisions of this Resolution, but this Resolution shall be construed and enforced as if such illegal or invalid provision or provisions had not been contained herein. SECTION 24. GOVERNING LAW. The provisions of this Resolution shall be construed and enforced in accordance with the laws of the State of Florida. SECTION 25. REPEALING CLAUSE. All resolutions or parts thereof in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby superseded and repealed. SECTION 26. TIME OF TAKING EFFECT. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 26rhday of September,A1991. (SEAL ATTF, MATTY HIRAI, City Clerk APPROVED AS TO FORM AND CORRECTNESS: Ra XAVIER L. SUA)tEZ, Mayor 91-- 696 0 0 Interest Rate: Principal Amount: Registered Owner: EXHIBIT A [Form of Note] UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI, FLORIDA TAX ANTICIPATION NOTE, SERIES 1991 Maturity Date: September _, 1992 Issue Date: October 1991 C SIP: 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 NCNB National Bank of Florida, Tampa, 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 1991", (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 _, 1991 (the "Resolution"), for the purpose of paying the appropriations made for the fiscal year of the City ending September 30, 1992 (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 (the "Pledge Funds") moneys deposited 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 bonds and other debt obligations as to which the City has or may in the future pledge its full faith, credit and taxing power. The Notes are issuable as registered notes without coupons in denominations of $5,000 each or any integral multiple thereof. At the principal corporate trust office of the Paying Agent, in the manner and subject to the limitations and conditions provided in the 91-" 696 0 Resolution and without cost except for any tax or other governmental charge, Notes may be exchanged for an equal aggregate principal amount of registered Notes of other authorized denominations. The transfer of this Note is registrable by the Registered Owner hereof in person or by his attorney or legal representative at the principal corporate trust office of the Paying Agent, but only in the manner and subject to the limitations and conditions provided in the Resolution and upon surrender and cancellation of this note. Upon any such registration of transfer the City shall execute and the Paying Agent shall authenticate and deliver in exchange for this note a new note or notes registered in the name of the transferee or transferees, of any authorized denominations and in principal amount equal to the principal amount of this Note. The Notes are not subject to redemption prior to maturity. This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit under the Resolution until this Note shall have been authenticated by the execution by the Paying Agent of the certificate of authentication endorsed hereon. This Note shall be governed and construed in accordance with the laws of the State of Florida. It is hereby certified and recited that all acts, conditions and things required to happen, exist and be performed precedent to and in the issuance of this Note have happened, exist and have been performed in due time, form and manner as required by the Constitution and laws of the State of Florida. This Note is and has all the qualities and incidents of an investment security under the Uniform Commercial Code - Investment Securities law of the State of Florida. IN WITNESS WHEREOF, The City of Miami, Florida has caused this note to be signed by the Mayor, either manually or with his facsimile signature, and the seal of The City of Miami, Florida or a facsimile thereof to be affixed hereto or imprinted or reproduced hereon, and attested by the City Clerk, either manually or with her facsimile signature. (SEAL) ATTEST: City Clerk THE CITY OF MIAMI, FLORIDA By: Mayor APPROVED AS TO FORM AND CORRECTNESS By: City Attorney 91- 61!16 CERTIFICATE OF AUTHENTICATION This is one of the Notes of the issue designated there in and issued under the provisions of the Resolution mentioned therein. Date of Authentication: as Paying Agent By: Authorized Officer 91 - 696 [Form of Abbreviations for Note] The following abbreviations, when used in the inscription the within note shall be constnied 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 (Cust) Gifts to Minors Act (State) (Minor) Additional abbreviations may also be used though not in the above list [Form of Assignment for Note] under Uniform 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. 91- 696 rroressional Corp, , t1-10-b1 , iu-04 , 4ew16,wnite a, t4lay.+ 5/19/91 PRELYMINARY DRAFT, SUBJECT TO REVISIONS NOTE PURCHASE AGREEMENT [DATE] Honorable Mayor and Members of the City Commission of The City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Re: The City of Miami, Florida Tax Anticipation Notes, Series 1991 Ladies and Gentlemen: +o 6 The undersigned, PaineWebber Incorporated (the "Representative") , acting for and on behalf of itself and on behalf of the other underwriters named in Exhibit A hereto, as such list may from time to time be changed by us at or prior to the hereinafter defined Closing (the undersigned and such other underwriters are collectively referred to herein as the Of Underwriters"), offers to enter into this Note Purchase Agreement (this "Purchase Agreement") with The City of Miami, Florida (the "City"), which, upon the acceptance of this offer and the execution of this Purchase Agreement by the City, shall be in full force and effect in accordance with its terms, and shall be binding upon the City and the Underwriters. The Underwriters have designated the Representative to act as their representative and the Representative hereby represents that it has been duly authorized to execute this Purchase Agreement for and on behalf of the Underwriters. The Representative shall not be obligated to advise you of any changes made to the list of underwriters in Exhibit A. Terms not otherwise defined herein shall have the same meanings as set forth in the Resolution described below. This offer is made subject to your acceptance of this Purchase Agreement on or before Eastern Time, on the . day of 1991, and, if not so accepted, this offer will be subject to Withdrawal by the Underwriters upon oral 'or written notice delivered by the Representative to the City at any time prior to the acceptance hereof by the city. I. Purche§e o! N.-,cam. Upon the terms and conditions and in reliance upon the respective representations►, warranties and covenants herein, the Underwriters, jointly and severally, hereby 9112101.19478.ode -�,- 91- 66 aCl\I OI -h f f v(bbbAVI101 VVI 1 0-1V-0i I IU-04 . 1.V"lbi 0II1041; a vIdy" •w 40 4 agree to purchass from the City for offerinunderwriters ail (but publicsto the d the not loss City hereby agrees to sell to the than a11) of the Tax Anticipation Notes, S payableies 9to( the 11Citygin at a purchase price of $ immediately available funds (equal to the face value of the Notes less Underwriter's discount and original issue discount; plus accrued interest). The Notes shall be as described in, and shall be issued pursuant to the constitution and laws of the state of Florida, particularly Chapter 166► Florida Issuer S a uamendod Resolutioas n Nond pursuant to the Charter of t of The City of Miami duly adopted on September _,, 1991 (the "Resolution") and other applicable provisions of law (collant'velyl the "Act"). The Notes shall mature on , shal bear interest at % per annum and shall not be subject to redemption prior to their maturity date. In connection with the public offering of the Notes, the Underwriters have delivered to the City a letter containing the information required by Chapter 218.385 of the Florida Statutes; which letter is in the form attached hereto as Exhibit B. It shall be a condition of the obligation of the City to Bell and eliver the Underwritersotosto the purchase Underwriters, and the obligation of thethat the entire aggregate and accept delivery of the Notes, principal amount of the una Underwriters at the Closing. shall be sold and ivered by the City and paid for by the Public of grins 2. the Notes. The Underwriters agree to at the make a bona fide public h on the offering cover page of the Finalall of the NotesOf icial offering prices set fort Statement described below. Delivery of Official Statement. The City shall deliver 3• after the or cause to be delivered to the Underwriters, promptly City's acceptance hereof: (a) two copies of the City's Official Statement, dated the date hereof, substantially in the form of the Preliminary official Statementdated , 1991 (the "Preliminary official Statement"), with only such changes therein as shall have been accepted by the Underwriters (such official statement with such changes, if any, and including the cover page and all exhibits included therein or attached thereto being herein called the "official Statement"), signed on behalf of the City by the Mayor; and / (b) two certified copies of the Resolution of the City authorizing the issuance and sale of the Notes. By acceptance of this Purchase Agreement, the, City hereby approves the Official Statement distribution, to the1n accordance distribution with applicable law, and ratifies their consent 9112101.19470.eds -2 - 91--- 696 'Nt'IYI by -A ►-rnrp.Spinn Al uoro, a —in —MI f iu.ao . iewise wnite H utar-+ aeivi nr-K rroressionai 1,or '« P y—In—yi � iu�4o l.eWi6. Whits & Glay-► 0, ♦ A . ind use of the Preliminary official statement by the underwriters, in accordance with applicable law, in connection with the public offering and sale of the Notes. As soon as practicable after the date hereof, but in any event within seven (7) business days, the City shall deliver to the Representative a reasonable number of copies of the Official Statement of the City, dated , 1991, relating to the Notes. The City hereby represents and warrants that such Official Statement is deemed final and complete as of its date for purposes of compliance with paragraph (H)(1) of Rule 1502-12 under the Securities Exchange Act of 19341 as amended. 4. Good with Denoa=. The Representative herewith delivers to the City a corporate check payable to the City in the amount of $ , representing „_% of the Purchase Price of the Notes, as security for the performance by the Underwriters of their obligations to accept and pay for the Notes at the Closing (described below) in accordance with the provisions of this Purchase Agreement. Said check shall be held by the City uneashed until the Closing and at the Closing shall be returned to the Representative upon receipt by or on behalf of the City of the Purchase Price for the Notes. In the event the City does not accept this offer, or upon its failure to deliver the Notes at the closing, or if it shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Agreement, or if such obligations shall be terminated for any reason permitted by this purchase Agreement, such check shall be immediately returned to the Representative. In the event that the Underwriters fail (other than for a reason permitted under this Purchase Agreement) to accept and pay for the Notes at the Closing, such check shall be retained and may be cashed by the City as and for full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and the cashing of such check and retention of such. proceeds shall constitute a full release and discharge of all claims and rights hereunder against the Underwriters. 5. Re=es8AtAJ;12ns and WA 'rantias of theCity. The City represents and warrants to the Underwriters that: (a) The City is duly organized and existing as a municipal corporation under the constitution and laws of the State of Florida (the "State"). The City is authorized by the provisions of the Act and Resolution, among other things, (i) to issue tax anticipation notes,such as the Notes, for the purpose of providing funds to pay the appropriations made by the City for the fiscal year ended September 30, 1992, and (ii) to secure the Notes in the manner contemplated by the Resolution. 9112101.19478.ede -3- 20 91-r 696 acwi 01-iA rroressionsi tjorp, + LOW16+ wnize +N J (b) The City has the full legal right, power and authority (i) to adopt Resolution No. adopted by the Commissioner authorizing the issuance of and awarding the sale of the Notes (the "Resolution"), (ii) to enter into this Purchase Agreement, and (iii) to issue, sell and deliver the Notes to the Underwriters as provided herein, and (iv) to carry out and consummate all other transactions contemplated by each of the aforesaid documents, and the City has complied with all provisions of applicable law, including the Act, in all matters relating to such transactions. (c) The City hag duly authorized (i) the execution and delivery of the Notes and the execution, delivery and due performance of this Purchase Agreament and the Financing Documents, (ii) the distribution and use of the Preliminary Official Statement and execution, deliverY and distribution of the Final official Statement and (iii) the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the transactions contemplated by such instruments. All consents or approvals necessary to be obtained by the city in connection with the foregoing have been received, and the consents or approvals so received are still in full force and effect. (d) The Resolution has been duly adopted by the City, is in full force and effect and constitutes the legal, valid and binding act of the City; and this Purchase Agreement, when executed and delivered, will constitute legal, valid and binding obligations of the City. The Resolution and this Purchase Agreement are enforceable against the City in accordance with their respective terms except as enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditors$ rights generally. (a) when delivered to the Underwriters, the Notes will .have been duly authorized, executed, authenticated issued and delivered and will constitute legal, valid and binding obligations of the City in conformity with the laws of the State of Florida, including the Act, and will be entitled to the benefit and security of the Indenture. (f) Both at the time of acceptance hereof by the City and at the date of Closing, the statements and information contained in the official Statement are 9112101.19478.sda —4 — o1 91- 696 ------------- V rl� yl h r %0 G,i O►VIIQ1 VV. to, 1 v 1V vl 1 IV 'vv 1 y.G fl♦,l1 nll►yC 4 VIG,, IR y and will be true, correct and complete in all material respects and the Official Statement does not and will not contain any untrue or misleading statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements and information therein, in light of the circumstances under which they were made, not misleading; (g) At the time of the CitysI acceptance hereof and (unless an event occurs of the nature described in Section 8(h) hereof requiring the preparation of an amendment or supplement to the Official Statement) at all times subsequent thereto during the period up to and including twenty-five (25) [or ninety (90)] days subsequent to the "end of the underwriting period", as defined in Rule l5c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15e2-1211), the official Statement does not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (h) If the Official Statement is supplemented or amended pursuant to Section 8(d), at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended) at all times subsequent thereto during the period up to and including twenty-five (25) [or ninety (90)] days subsequent to the "end of the underwriting period" (as defined in Mule 15e2-12) the Official Statement as so ,supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (i) As of the date thereof, the Preliminary Official Statement delivered to the Underwriters was deemed final by the City for purposes of Rule 15c2-12, except for the omission of such information as was permitted to be excluded by Rule 15c2-12; and (j) Unless otherwise notified in writing by the Underwriters, the City can assume that the "end of the underwriting period" for purposes of Rule 15c2- 12 and this Agreement shall be the date of Closing; and 9122101.19476.ads �5- a� 91-- 696 401 OY:A r✓rotessions, Corp, 9�18-81 10:37 L@WiS, white & Clay-4 9 ;# 7 (k) Neither the adoption of the Resolution the execution and delivery of this Purchase Agreement or the Notes nor the consummation of the transactions contemplated herein or therein or the compliance with the provisions hereof or thereof will conflict with, or constitute on the part of the City a violation of, or a breach of or default under, (i) any statute, indenture, mortgage, commitment, note or other agreement or instrument to which the City is a party or by which it is bound, (ii) any provision of the State constitution or (iii) any existing law, rule regulation, ordinance, judgment, order or decree to which the City or any of its officers in their respective capacities as such, is subject. (1) The City has never been in default at any time as to principal of or interest on any obligation which it has issued, including those which it has issued as a conduit for another entity, except as specifically disclosed in the Official Statement. (m) Except as is specifically disclosed in the official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or. in equity, before or by any court, public board or body, pending or, to the best knowledge of the city threatened, which in any way guest ions the powers of the City referred to in paragraph (b) above, or the validity of any proceeding taken by the City in connection with the issuance of the Notes, or wherein an unfavorable decision, ruling or finding could materially adversely affect the transactions contemplated by this Purchase Agreement, or of any other document or instrument required or contemplated by this financing, or which, in any way, could adversely affect the validity or enforceability of the Resolution the Notes, or this Purchase Agreement. (n) Any certificate signed by any official of the City and delivered to the underwriters shall be deemed a representation and warranty by the City to the Underwriters as to the truth of the statements therein contained. (o) The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. 9112101.19470.sds - 6— 91 696 ociri nr-n rroressionat Corp, I a -in -al I iu;an Lewisi wnize & ciay-, ig b (p) The City will not knowingly take or remit to take any action, which action or omission will in any way cause the proceeds from the sale of the Notes to be applied in a manner other than as provided in the Resolution or which would cause the interest on the Notes to be included in gross income for federal income tax purposes. 6. covenants of the . ity. The City covenants with the Underwriters as follows: (a) The City will cooperate with the Underwriters in qualifying the Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions of the United States as the Underwriters may request; provided, however, that the city shall not be required to consent to suit or to service of process in any jurisdiction. The City consents to the use by the Underwriters in the course of their compliance with the securities or Blue Sky laws of the various jurisdictions of the documents relating to the Notes, subject to the right of the City to withdraw such consent for cause by written notice to the Underwriters. (b) during the offering period or for a period not exceeding twenty --five (25) [or ninety (90)] days subsequent to the "end of the underwriting period" (as defined in Rule 1502-12), the City will not adopt any amendment of or supplement to the Official Statement which, after having been furnished with a copy, the Underwriters shall reasonably object in writing. (c) The city will cause to be made available to the Underwriters such reasonable quantities of the Official Statement (and related documents) as the Underwriters may request, from time to time, for use in connection with the offering and sale of the Notes and to cause reasonable quantities of the official Statement not be delivered to the Underwriters, without charge, within seven (7) .business days of the date hereof and, in the event the date of Closing is legs than seven (7) business days after the date hereof, upon request of the Underwriters, in sufficient time to accompany any confirmation requesting payment from any customers of Underwriters; (d) The City will apply the proceeds from the sale of the Notes as provided in the Official Statement and agree not to take or omit to take any action within 9112101,19478.ads -7- ay 91-- 696 n i I V.40a AVIIQI VVI 001 1 v IV-0I I IV1OV 1 6 9 n & 0 1 V411 i%Ib at VIQy" 1M a E 10 their control which action or omission would adversely affect the exclusion from gross income for federal income tax purposes of the interest on the Notes; (e) If, after the date of this Agreement and until twenty-five (25) Car ninety (90)] days after the 'lend of the underwriting period" (as defined in Rule 15c2-12) any event shall occur as*a result of which it is necessary to amend or supplement the official Statement in order to make the statements therein, in light of the circumstances existing at the time the official Statement is delivered to a Note purchaser, not misleading, or if it is necessary to amend or supplement the official Statement to comply with applicable law, the City agrees to promptly notify the Underwriters (and for the purposes of this clause (iii) to provide the Underwriters with such information as they may form time to time request), and to forthwith prepare and furnish, at the City's own expense (in a form and manner approved by the Underwriters), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the official Statement as so amended and supplemented will not, in light of the circumstances existing at the time of the official Statement is delivered to a purchaser, be misleading, or so that the official Statement will comply with applicable law; 7. C osina. At, o'clock A.M., New York City time, on or at such other time or on such earlier or later date as the City and the Underwriters may mutually agree upon (the "Closing"), the City will deliver or cause to be delivered to the Underwriters, at the New York office of the Depository Trust Company ("DTC"), or at such other place as the parties may mutually agree upon, the Notes in definitive form, duly executed on behalf of the City, authenticated by the Series Trustee and registered in _ the name of Cede & Co., as nominee of DTC, in denominations equal to the amount of each maturity thereof, and at the office of , or at such other place as may be mutually agreed upon, the other documents hereinafter and hereinbefore mentioned. It is anticipated that CUSIP identification number will be printed on the Notes, but neither the failure to print such number on any Note nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwrites to accept delivery of an pay for the Notes in accordance with the terms of this Agreement. All expanses in relation to the printing of CUSIP number on said Notes and the CUSIP Service Bureau charge for the assignment of said numbers shall be paid for by the City. the Underwriters will accept 9112101.19478.@d• _e 91-- 696 QQIVI NI-h rIVICbbltllIfs I Vuru. . M- ,n-A, JC111 DI •n 1`1 VrbbblV1141 VVr:(1. r 41-10-01 r IV-02! ► LOw1Sl waits & t;leyy 'N N ;41V delivery of the Notes and pay the purchase price thereof at the Closing by certified or official bank check to the order of the City, payable in New York Clearing House funds at such bank located in the City of New York as the City shall herein designate. The Notes will be made available for checking and packing on the day prior to the Closing at the office of DTC, or at such other place as may be agreed upon by the City and the Underwriters. 9. rirmingtign. The Underwriters shall have the right to cancel their obligations to purchase the Notes if between the date hereof and the date of Closings (a) a tentative decision with respect to legislation shall be reached by a committee of the House of Representatives or the Senate of the Congress of the United States, or legislation shall be favorably reported or rereported by such a committee or be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or recommended to the Congress of the United States for passage by the President of the United States, or be enacted or a decision by a federal court of the United States or the United States Tax Court shall have been rendered, or a ruling, release, order, regulation or official statement by or on behalf of the United States Treasury Department, the Internal Revenue Service or other governmental agency shall have been made or proposed to be made having the purpose or effect, or any other action or event shall have occurred which has the purpose or effect, directly or indirectly, of adversely affecting the federal income tax consequences of owning the Notes or of any of the transactions contemplated in connection herewith, including causing interest on the Notes to be included in gross income for purposes of federal income taxation, or imposing federal income taxation upon revenues or other income of the general character to be derived by the City or by any similar body upon interest received on obligations of, the general character of the Notes, or the Notes which, in the opinion of the Representative, materially adversely affects the market price of or market for the Notes; or (b) legislation shall have been enacted, or actively considered for enactment with an effective date prior to the Closing, or a decision by a court of the United States shall have been rendered, the effect of which is that the Notes, including any underlying obligations, or the Resolution, as the 9112101.19478.ada -9 - 26 91.w- 696 JC111 UPI V►UpyAVllaI Vu►M, IV-4u ► 1.@W1S1Wfilb@ 81 Wlay., 04►► case may be, is not exempt from the registration, qualification or other requirements of the securities Act of 1933, as amended and as then in effect, the Securities. Exchange Act of 1934, as amended and as then in effect, or the Trust indenture Act of 1939, as amended and as then in effect; or (c) a stop order, ruling, regulation or official statement by the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall have been issued or made or any other event occurs, the effect of which is that the issuance, offering or gale of the Notes, including any underlying obligations,is or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, the Securities Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act of 1939, as amended and as then in effect; or (d) any event shall have occurred or any information shall have becomes known to the Underwriters which causes the Representative to reasonably believe that the Official Statement as then amended or supplemented includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not zeisleading; or (a) there shall have occurred any outbreak of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United states is such as, in the reasonable judgment of the Underwriters, would materially adversely affect the market for or market price of the Noted; or (f)- there shall be in force a general suspension of trading on the New York Stock Exchange, the affect of which on the financial markets of the United States is such as, in the reasonable judgment of the Underwriters, would materially adversaly affect the market for or market price of the Notes; or (g) a general banking moratorium shall have been declared by federal, New York or State authorities; or 9112101.19478.9de r10r 017 91- 696 Ociri ur;H Nrotessions, uorp, ; to;4u Lewie�wnite 41Ay� +aft (h) any proceeding shall be pending or threatened by the Securities and Exchange Commission against the City; or (i) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange; or (j) the New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Notes or obligations of the general character of the Notes, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements or, underwriters. 9. Conditions to cigaing. The obligations of the Underwriters to purchase the Notes shall be subject (a) to the performance by the City of their obligations to be performed hereunder at and prior to the Closing, (b) to the accuracy of the representations and warranties of the City as of the date hereof and as of the time of the Closing, and (c) to the following conditions, including the delivery by the City of such documents as are enumerated herein in form and substance satisfactory to Lewis, White & Clay, A Professional Corporation, counsel to the Underwriters: (a) At the time of Closing, (i) the Official Statement and this Purchase Agreement shall be in full force and effect and shall not have been amended, modified or supplemented from the date hereof except as may have been agreed to in writing by the Underwriters, (ii) the proceeds of the sale of the Notes shall be deposited and applied as described in the Resolution, and (iii) the City shall have duly adopted and there shall be in full force and effect such resolutions as, in the opinion of [BOND COUNSEL] , as bond counsel ( "Bond Counsel") , shall be necessary in connection with the transactions contemplated hereby. (b) Receipt of the Notes at or prior to the Closing. The terms of the Notes, as delivered, shall in all instances be as described in the Final official Statement. (c) At or prior to the Closing, the Underwriters shall receive the following documents in such number of 9112101.19478.sds —11- 0 91- (;96 I V'41 1 b-V,awl It l la Vl; 4 V14, i" IV 9112101.19478.eds counterparts as shall be mutually agreeable to the Underwriters: (1) A final approving opinion of Bond Counsel dated the date of Closing, in customary form, substantially in the form attached to the official Statement as Appendix D. (2) A Letter of Bond Counsel addressed to the underwriters and dated the date of Closing, to the effect that Bond Counsel's final approving opinion may be relied upon by the Underwriters to the same extent as if such opinion were addressed to the Underwriters. (3) A supplemental opinion of Bond Counsel addressed to the Underwriters and dated the date of Closing, in substantially the form set forth in Exhibit C hereto. (4) An opinion of Counsel for the City dated the date of Closing, addressed to the Underwriters, in substantially the form set forth in Exhibit D hereto. (5) Memoranda from Counsel to the Underwriters addressed to the Underwriters indicating the Jurisdictions in which the Notes have been qualified or exempted under the securities or "Blue Sky" laws and a legal investment survey. (6) An opinion of Counsel to the Underwriters in substantially the form set forth in Exhibit E hereto. (7) The Final official behalf of the City officer of each. Statement executed on by a duly authorized (s) Certified copies of all resolutions of the City relating to the Notes,. (9) Specimen Notes. (10) A letter from [RATING AGENCIES] to the effect that the Notes have been assigned a rating of no less than 11 " which rating shall be in effect as of the date of Closing. (11) A Non -Arbitrage and Tax Compliance certificate signed by the City's Finance Director (the "Director") setting forth, among other things, -12- �'7 91- 696 OCIVI ai.M rroressional Corp, 1u;41 i 4ew18, Whit$ & C I ay.4 W4 facts, estimates and circumstances (including covenants of and by the City) in existence on the date of Closing, which facts, estimates and circumstances shall be set forth therein, sufficient to support the conclusion that (i) it is not expected that the proceeds of the Notes will be used in a manner that would cause the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations, temporary regulations and proposed regulations promulgated with respect thereto and stating that (ii) to the best of the knowledge and belief of such officer there are no other facts, estimates or circumstances that would materially affect such expectations; (12) A certificate, in form and substance satisfactory to the Underwriters and their counsel, of the City or any duly authorized officer or official of the City satisfactory to the Underwriters and their counsel, dated an -of the Closing Date, to the effect that: (i) each of the City's representations, warranties and covenants contained herein are true and correct as of the Closing; (i i) the City has authorized, by all action necessary under the Act and the laws and Constitution of the State, the adoption of the Resolution and the execution, delivery and due performance of the Notes; (iii) no litigation is pending, or to the knowledge of the officer or official of the City signing the certificate after due investigation and inquiry threatened, to restrain or enjoin the issuance or sale of the Notes or in any way affecting any authority for or the validity of the Resolution, the Noted or this Purchase Agreement; and (iv) the Notes as executed by the City, are in the form or in substantially the form approved for such execution by appropriate proceedings of the City. (13 ) A certificate of the City 18 Finance Director to the effect that to the best of his knowledge the Official Statement does not contain any untrue statement of a material fact and does not omit to state any material fact required to be stated therein, or necessary to make the statements therein in the light of the circumstances under which 9112101.19478. *ds -13 - 30 91 - 696 arm orA rroressionai trorp, 0-10-ai ; IV-44 oc1v1 or•n rrorMIona I Corp, , b-,n-m1 ; 1049 w* rwewis# wnite a t;iayy ; Lewiei wnite & l;iayj ial1 they were made, not misleading. Such certificate of the Cityrs Finance director shall also certify that to the beet of their knowledge from the date of the Official statement to the date of Closing there has been no material adverse change in the information set forth therein; (14) A letter signed by the Finance Director of the City stating that the financial information included in the Official statement presents fairly the financial position and results of operations of the city as at and for the periods therein set forth and the general purpose financial statements of the City appended to the official Statement, were prepared in conformity with generally accepted accounting principles and that for the period September 30, 1990 to a subsequent date not more than five (5) business days prior to the closing, there have been no material adverse changes in the financial position of the City; (15) Evidence that Federal Form 8038 has been executed by the City and filed with the Internal Revenue Service. (16) such additional legal opinions, certificates, proceedings, instruments and other documents as Counsel to the Underwriters, Bond counsel or Counsel to the City may reasonably request to evidence compliance by the City with legal requirements, the truth and accuracy, as of the time of Closing, of the respective representations of the City herein contained and the due performance or satisfaction by each of them at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by each of them. If the city shall be unable to satisfy the conditions to the obligations of the Underwriters contained in this Purchase Agreement, or if the obligations of the Underwriters to purchase and accept delivery of the Notes shall be terminated for any reason permitted by this Purchase Agreement, the good -faith check referenced in section 4 shall be returned to the Representative and this Purchase Agreement shall terminate and neither the Underwriters nor the City shall be under any further obligations hereunder; except that their respective obligations to pay expenses, as provided in Section 13 hereof, shall continue in full force and affect. 9112101.19478.sde •14- 31 9f-- 696 OMIri 01 rroressionai Corp, a-in-ai i �u�4o i Lewls,wnite & clay- i4lo lp. city Uligatigng. The obligations of the City hereunder are subject to the performance by the Underwriters of its obligations hereunder. li. BsryV&I - of Rsngresentatt gnp. All representations, warranties and agreements of the City shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of the Underwriters and shall survive the Closing. 12. go ice. Any notice or other communication to be given to the City under this Purchase Agreement may be given by delivering the same in writing at their addresses set forth above, and any notice or other communication to be given to the Underwriters under this Purchase Agreement may be given by delivering the same in writing to the Underwriters Attention: 13. Exee s s. Expenses concerning the offer and sale of the Notes and performance of this Purchase Agreement shall be paid as follows! (a) The Underwriters shall be under no obligation to pay, and the City shall pay, all expenses incident to the performance of the City's obligations under this Agreement, including, without limitation, (i) the cost of preparation, printing and distribution of the official statement (including any Preliminary Official Statements, or amendments or supplements thereto), (ii) the cost of the preparation, printing and execution of the Notes, (iii) the fees and disbursements or Bond Counsel and Counsel to the City, (iv) the fees and disbursements of the Paying Agent, the City's Financial Advisors, the City's independent public accountants, and of any other experts, advisors or consultants retained to assist the City, (v) fees for bond ratings, (vi) the cost of reproducing all necessary copies'of any of the Bond Documents, and (vii) all travel and other out-of-pocket expenses of the City's staff and officials as incurred in connection with the Closing; all such expenses to be paid by the City as issuance costs, as permitted under the Resolution. (b) The Underwriters shall pay (i) all underwriting and advertising expenses in connection with the public offering and distribution of the Notes, (ii) the fees and disbursements of Counsel to the Underwriters, (iii) the cost of preparation and printing of the blue sky memorandum, (iv) the cost of the preparation and printing of any agreement among underwriters or selling group agreements and 9112101.19478.8do -is- 3C?-- 91-- 696 OY'A Protesslon al Corp, ; 8-19�81 10s43 i Lewis white & C18y-+ 9 I#17 this Note Purchase Agreement, and (v) all travel and out-of-pocket expenses of the Underwriters. 14. Den. This Purchase Agreement is made solely for the benefit of the City, and the Underwriters (including the successors or assigns of the Underwriters) and no other person, including any purchaser of the Notes, shall acquire or have any right hereunder or by virtue hereof. 15. Centro ling Last. This Purchase Agreement shall be governed by and construed in accordance with the laws of the State of Florida 16. Effectivene s. This Purchase Agreement shall become effective upon your mutual acceptance hereof. Accepted and agreed to as of the date first above written: The City of Miami, Florida By 9112101.19478.ade Very truly yours, PaineWebber Incorporated, Representative, acting for itself and on behalf of the other Underwriters By: Richard Wells, Vice President —16- 91-- 696 SENT BY:A.Protessione► Corp, 18-18-91 1044 05 i LeW18oWhite & Clay-4 0 We 4111101.19476.ods ]CXHIBIT A LIST OF UNDERWRITERS 311 --------------- r.,i�r w�•n v��r�.vn/+i vv�Y, v Iv vi t AV t Llifli0ItriliYFJ O VIG 0 EXHIBIT B Form of Letter Pursuant to Section 210.305, Florida Statutes (Letterhead of PaineWebber Incorporated) October _1 1991 Honorable Mayor and Members of the City Commission of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Re: $25,000,000 The City of Miami, Florida Tax hnticiRatio Nmt&IU Series 19923 Dear Commissioners: In connection with the proposed issuance by The City of Miami, Florida (the "City"), of $25,000,000 in aggregate principal amount of the Tax Anticipation Notes, Series 1991, referred to above (the "Notes"), PaineWebber Incorporated, Grigsby Branddford Powell, Inc., AIBC Investment Services Corp. and Guzman & Company (the "Underwriters") are preparing to underwrite a public offering of the Notes. Arrangements for underwriting the Notes will include, among other things, a Note purchase Agreement between the City and the Underwriters that will embody the negotiations in respect thereof. The purpose of this letter provisions of Section 215.385(4) certain information in respect of the underwriting of the Notes as is to furnish, pursuant to the Florida Statutes, as amended, the arrangements contemplated for followsI (a) The nature and estimated amounts of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Notes are set forth in schedule I attached hereto. (b,) There are no "finders", as defined in Section 218.386, Florida Statutes, as amended, connected with the issuance of the Notes. (c) Subject to the outcome of negotiations of -the terms of the Note Purchase Agreement and to the successful sale by the Underwriters of all the 9112101.19478.@do 91- 696 35 t if 1 0 SEN7 SY:A Profeesional Corp. 9-18-91 ', 10,45 Lewie, 01te & Ciey-4 #20 Notes at the initial public offering price, it is our expectation that based on current market conditions, the underwriting spread (i.e., the difference between the price at which the Notes will be initially offered to the public by the Underwriters and the price to be paid to the Issuer for the Notes) , will be ___-,_ % of the principal amount of the Notes. (d) Based on and as part of the estimated underwriting spread not forth in paragraph (c) above, the Underwriters will not charges a management fee in respect of the Notes. (a) There is no other fee, bonus or other compensation to be paid by the Underwriters in connection with the issuance of the Notes to any parson not regularly employed or retained by the Underwriters, except as specifically enumerated as expenses referred to in paragraph (a) above to be incurred by the Underwriters as set forth in Schedule I attached hereto. (f) The name and address of each of the Underwriters are set forth in Schedule II attached hereto. We understand that you do not require any further disclosure from the Underwriters pursuant to Section 218.385(4), Florida Statutes, as amended. 9112101.19478.eds Very truly yours, PAINEWEBBER INCORPORATED GRIGSBY BRANDDFORD POWELL? INC. AIBC INVESTMENT SERVICES CORP. GUZMAN be COMPANY By: PAINEWEBBER INCORPORATED, Representative By: -- Richard Wells, Vice President 3(,= 91--- 696 001 WiA rrote681ona i Leorp, i V-10-VI ; W 40 ; - 4eWi8o wnite & G18yy ;W SCHEDULE I ESTIMATED EXPENSES (based on $25,000,000 issue size) cUBIP Registration S Municipal Securities Rulemaking Board Assessment Fee ($0.01 per $1,000) Public Securities Association Assessment Fea ($0.02 per $1,000) Cost of Federal Funds DTC Fees Underwriters' Counsel Blue Sky lees and expanses Out -of -Pocket Expenses Miscellaneous TOTAL 9112101.19478.ads 3? 10"111 V1 1 1V'4v 1- YMOf1601 Ih11a YC 0 via)" 9CHECULE 11 9112101.19478.sds 3 9' Oeni nr.n rroressionsi uorp. ► U-10-Ul ; 1046 c 68W M Whits & Clay-4 i 23 EXHIBIT C (Letterhead of Co -Bond Counsel) October _„_, 1991 PaineWebber Incorporated 701 Brickell Avenue Suite 2400 Miami, Florida 33131-2801 Grigsby Branddford Powell, Inc. 230 California Street, Suite 601 San Francisco, California 94111 AIBC Investment Services Corp. 8o S.W. Sth Street, Suite 1970 Miami, Florida 33130 Guzman & Company 701 Brickell Avenue, iith Floor Miami, Florida 33130 $25,000,000 The City of Miami Try_Anticigation Notes. Se ies 1991 Ladies and Gentlemens This opinion supplements our bond opinion, dated the date hereof, relating to the above -referenced notes (the "Notes") . Except as otherwise defined herein, the terms used herein shall have the meanih9s prescribed for them in that opinion. In addition to the documents specifically mentioned in that opinion, we have examined the portions of the Official Statement, dated September 1991, respecting the Notes ("Official Statement"), captioned eecription of the Notes" (other than the portion thereof captioned "Book -Entry Only System") and "Security for the Notes" to the extent such portions purport to summarize certain provisions of the Resolution (as defined in the Official Statement) and "Tax Matters", insofar as they relate to this opinion. w41w4/ 4 46A"n wd• 39 91.- 696 SENT SY:A Professional Corp, ; 8-18-91 ; 10:48 LBWi$fWhite & Clay-4 ;4L4 LI Based on our examination, we are of the opinion, as of the date hereof and under existing law, as follows: 1. The statements contained in the official statement under the captions "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 (as defined in the Official statement) and "Tax Matters", insofar as such statements purport to summarize certain provisions of the Notes or conclusions of law and legal opinions, are true, accurate and correct summaries thereof in all material respects and do not omit to estate a material tact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, based solely upon such Counsel's examination of the proceedings of the city in connection with their opinion as to the validity of the Notes and solely upon their participation in certain meetings and conference calls at which representatives of the City, Underwriters and counsel to the Underwriters were present for the preparation of the Preliminary official Statement and the official Statement, and, except as to the information contained under the headings set forth above, without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary official Statement and the Official statement, as of the date of the Purchase Agreement and as of the date of the Closing respectively (except for the information contained the financial statements and information set forth in Appendices _._ and ,._,_, the information contained in Appendix ,, and other financial and statistical data included therein, as to which no opinion is expressed) nothing has come to their attention which would cause them to believe that the Preliminary official Statement and the official Statement contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 2. The'Notoo.are exempted securities within the meaning of the Securities Act of 1933, as amended, and the offer and sale thereof does not require registration pursuant to the Securities Act of 1933, as amended, and the Resolution and any other related instrument are not required to be qualified under the Trust Indenture Act of 1939, as amended, in connection with the offer and sale of the Notes. 9112101.19478.sda L10 91. - 696 o0l Dr:A rrotesslonai uorp, i b-1C-a1 ► 1041 i LOW1So Wnite b lilayy 10 $ko 3. The Purchase Agreement has been duly authorized, executed and delivered by the City and (assuming due authorization, execution and delivery by the Underwriters) constitutes a valid and binding agreement of the City enforceable according to its term®, subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other law affecting the enforcement of creditors' rights generally. This opinion is being rendered to you solely for your benefit. Very truly yours, 9112101.1947 8.sdo 7 ( SENT 9Y:A Professionsi Corp, 8-1b-91 ; 10:47 LOWIStwn:te a WAY" 141.0 a 0 EXHIBIT D [Letterhead of Counsel to the City) September , 1991 PaineWebber Incorporated 701 Brickell Avenue Suite 2400 Miami, Florida 33131-2801 Grigsby Branddford Powell, Inc. 230 California Street, Suite 601 San Francisco, California 94111 AIBC Investment services Corp. 8o S.W. 8th Street, Suite 1970 Miami, Florida 33130 Guzman & Company 701 Brickell Avenue, 11th Floor Miami, Florida 33130 $25,000,000 The City of Miami Tax AnticipAligh o ��,,Se ies 1991 Ladies and Gentlemen: We have acted as counsel for The City of Miami (the "City") and have acted as such in connection with the sale of the above - referenced Notes, which are being delivered and sold pursuant to a Note Purchase Agreement dated September i, 1991 (the "Purchase Agreement") among PaineWebber Incorporated, Grigsby Branddford Powell, Ina., AIBC Investment Services Corp., and Guzman & Company (the "Underwriters") and the City. Any capitalized term used herein and not defined shall have the meaning assigned to it in the Purchase Agreement. In this connection, we have reviewed and examined certain proceedings -and documents with respect to the Notes, and such records, certificates and other documents as we have considered necessary or appropriate for the purposes of this opinion. including the Act, the Resolution, the Purchase Agreement, the Preliminary Official Statement dated , and the Final Official Statement dated ,with respect to the 9112101.19476.sds 91- 696 y'2 SENT BY:A Professional Corp, ; 9-18-91 ; 10:48 I LewMWhite & CISY"I of 0 #27 issuance and offering of the Notes (collectively, the "Official Statement") and a closing certificate of the City. Based on such review and such other considerations of law and fact as we believe to be relevant, we are of the opinion that: 1. The City is a municipal corporation duly organized under the laws and Constitution of Florida. The City is authorized by the laws of Florida, including particularly the Act, to issue, sell and deliver the Notes for, among other purposes, the purposes expressed in the official Statement and to enter into and perform its obligations under the Purchase Agreement. 2. The City has full power and authority to consummate all transactions contemplated by the Notes, the Purchase Agreement and any and all other agreements relating thereto, to which the City is a party. 3. The City has duly authorized all action necessary to be taken by it or on its behalf for (i) the issuance and delivery of the Notes; (ii) the execution and delivery of the Purchase Agreement; (iii) the approval of the distribution of the Official Statement; and (iv) the carrying out, giving effect to, and consummation of the transactions contemplated thereby. 4. The Purchase Agreement has been duly and validly authorized, executed and delivered by the City, and the same is in full force and effect as of the date hereof and is a valid and legally binding obligation of the City, enforceable against the City in accordance with its terms, except to the extent the enforceability thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally. 5. The Resolution was duly adopted at a meeting of the Commissioners of the City which was called and held pursuant to law and in accordance with all applicable open meeting laws and at which a quorum was present and acting at the time of the adoption of the Resolution and the -Resolution was adopted by a majority vote of all members of the Commissioner. 6. The execution and delivery by the City of the Purchase Agreement, and the performance of its obligations thereunder do not and will not result in a violation of any provision of, or in default under, Florida statutes organizing and governing the City or, to the best of our knowledge after diligent inquiry and review of the CityyIs records, any agreement or other instrument to which the 9112101.19478.sde q3 91-' 696 ociri nr-M rrotessionoi toorp, a-in-ai lu.40 + • Lewlsi wnice at 4i&Y", 94c0 City is a party or by which it or its properties are bound. 7. All actions necessary to be taken by the Commissioner of the City have been taken, and no additional approval, authorization, consent or other order of the City or any public board or body is legally required to allow the City to enter into and perform its obligations under the Purchase Agreement, as described in the Official Statement. Be The City is not in violation of any provision of. or in default under, Florida statutes organizing and governing the City. 9. There are no legal or governmental actions, proceedings, inquiries or investigations pending or threatened by governmental authorities or to which the city is a party or of which any property of the City is sub3ect, except as described in the Official Statement, which, if determined adversely to the City, would individually or in the aggregate (i) materially and adversely affect the validity or the enforceability of the Purchase Agreement, (ii) otherwise materially or adversely affect the ability of the city to comply with its obligations under the Purchase Agreement, or materially and adversely affect the transactions contemplated by the Official Statement to be engaged in by the City. 10. Based upon our experience as counsel for the city and on our review of and participation in the drafting of the Official Statement, and after diligent inquiry, we have no reason to believe that the information regarding the City in the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. 11. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may -not be relied upon. We hereby consent to the references made to us in the official statement. Very truly yours 9112101.19478.sds qy 91- 696 SENT 9Y:A Professional Corp. 9-18-91 ; 10:49 Lew,�' is'White & 01AYof OP EXHIBIT E (Letterhead of Counsel to the Underwriters) September r„_, 1991 PaineWebber Incorporated 701 Brickell Avenue Suite 3400 Miami, Florida 33131-7801 Grigsby Branddford Powell, Inc. 330 California Street, Suite 601 San Francisco, California 94111 AIBC Investment Services Corp. 80 S.W. 8th Street, Suite 1970 Miami, Florida 33130 Guzman 8 Company 701 Brickell Avenue, lath Floor Miami, Florida 33130 $25,0001000 The City of Miami TAIg ,Ala i s��on Hotee�ee"g Ladies and Gentlemen: This letter is being delivered to you pursuant to the Note Purchase agreement dated , (the "Purchase Agreement") among The City Of Miami. (the "City"), and PaineWebber Incorporated (the "Representative") relating to the sale of the above -referenced Notes. The terms defined in the purchase Agreement are used in this latter with the meanings assigned to them in the Purchase Agreement. We have acted as your Counsel in connection with the issuance and sale of the Notes to you, and in that capacity have examined an executed counterpart of the Purchase Agreement. we have also examined the originals or copies, certif isd or otherwise identified to our satisfaction, of such other documents, corporate records and 9112101.19478.sd■ 16 91 - 696 other instrument gas we have deemed necessaryor advisable for purposes of this letter. In connection with the preparation of the Preliminary Official Statement dated and the Final Official Statement dated (collectively, the "Official Statement") , we have generally reviewed information furnished to us by, and have participated in conferences with, representatives of the City, its respective counsel, independent certified public accountants of the Corporation, your representatives and [BOND COUNSEL], Bond Counsel. We have also reviewed other records relating to the authorization, issuance and sale of the Notes and have relied upon certificates of officials of the City and upon written opinions and letters received from the City and its attorneys and independent certified public accountants. We have considered the information contained in the Official Statement and, based upon our review and discussions and in reliance upon the accuracy of the information contained in the aforementioned certificates, written opinions and letters, and further, based upon our participation in the preparation of the Preliminary Official Statement and the Official Statement as Counsel to the Underwriters which involved participation in conferences with representatives of the City at which the contents of the Preliminary Official Statement and the Official Statement and the ordinances and related matters were discussed and revised, and without having undertaken to determine independently the accuracy or completeness of the statements contained in the Preliminary official Statement and the Official Statement, nothing has come to our attention which has caused us to believe that the Preliminary Official Statement and the Official Statement as of their respective dates, and, as supplemented or amended as rewired at all times subsequent thereto up to and including the date of Closing, at the date of the closing (except for the statistical and financial information contained in Appendices and _ and the financial statements included in Appendices and , and other financial and statistical data included therein, as to which no opinion is necessary), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light Of CirCunstances under which they were made, not misleading. We express no opinion as to the financial statements included in the Official Statement, and we express no opinion as to any other financial or statistical data included in the official Statement or the Exhibits thereto. very truly yours, 9112101.19479.ede qb 9 1--- 696 1 2 3 4 5 6 110 FXFIPIT"C" D R AFY pRELIMINARY CSICIAL STATEKENT DATED 8Ep 1BER —, 1991 in the opinion of Co -Bond 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 9**eht1 Note could be subject to the consequences of other provIs.ons of the Internal Revenue Code of 1986, as amended, as further described herein. In the opinion of Co -Bond Counsel, under existing law, the Notes are exempt from present intangible personal property taxes imposed by the State of Florida. See "TAX MATTERS" herein. NEW ISSUE BOOK -ENTRY ONLY Dated Date: Rate: % RATINGS: $25,000,000* THE CITY OF NIAKI, Taz Anticipation Notes, Date of Delivery Moodys: S&P: See "Ratings" herein. FLORIDA Series 1991 Due: October _, 1992 Price % The Tax Anticipation Notes, Series 1991 (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 ending September 30, 1992 (the "Fiscal Year") in anticipation of the receipt of ad valorem taxes collected by the City during the Fiscal Year other than revenues from ad valorem taxes approved by referendum and levied specifically to pay debt service on bonds or other obligations issued by the City (the "Pledged Funds") and to pay a portion of the costs of issuance of the Notes. The Notes, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("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 principal of the Notes are to be made to Cede & Co., as nominee for DTC as registered owner of the Notes, by NCNB National Bank of Florida, Tampa, Florida, as paying agent ("the "Paying Agent") Cede & Co is responsible for remitting such interest and principal payments to DTC Participants (as defined 10 91-- 696 1 1% [Continued - Cover Page] 2 3 herein) for subsequent disbursement to the Beneficial owners of the 4 Notes. 5 6 The principal of and interest on the Notes shall be paid at maturity. The Notes are not subject to redemption prior to maturity. The principal of and the interest on the Notes are payable solely from and secured solely by a prior lien on and pledge of the Cityls 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 Fledged 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. The Notes are offered when, as and if issued and received by the Underwriters, subject to the unqualified opinion as to legality by Kubicki, Draper, Gallagher & McGrane, P.A., Miami, Florida and Holland & Knight, Miami, Florida, Co -Bond Counsel. Certain matters will be pass: d on for the City by A', Qu3� c beEsq. , l , r. City Attornr, and for the Underwriters ... by' Lewis, 'White & Clay, A Professional Corporation, Detroit, Michigan and Armando J. Bucelo, Jr., Miami, Florida. Howard Gary & Company, Miami, Florida, and Raymond James & Associates, Inc., St. Petersburg, Florida, are serving as 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 10, 1991. PAINEWEBBER INCORPORATED GRIGSBY BRANDFORD POWELL, INC. September , • 1991 Subject to change t---E-mpeeted AIBC INVESTMENT SERVICES CORPORATED GUZMAN & COMPANY Uri 91-- 696 A 1 2 3 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2� 2 2't 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 4 48 TEX CITY OF MIAKIP FLORIDA MEM88RS OF THE BOARD OF CITY COMMISSION$RS THE HONORABLE XAVIER L. SUAREZ, MAYOR THE HONORABLE J. L. PLUMMER# JR., VICE -MAYOR THE HONORABLE MILLER J. DAWKINS, COMMISSIONER THE HONORABLE DR. MIRIAM ALONSO, COMMISSIONER THE HONORABLE VICTOR H. DeYURRE, COMMISSIONER CITY OFFICIALS City Manager 79- ty Attorney D.Lrector of Finance City Clerk Co -Hoed Counsel CESAR H. ODIO �4tt.� CAMEOS . S . GARCIA'r MATTY HIRAI KUBICKI, DRAPER, GALLAGHER & MCGRANE, P.A. Miami, Florida HOLLAND & KNIGHT Miami, Florida Financial Advisors HOWARD GARY & COMPANY Miami, Florida RAYMOND JAMES & ASSOCIATES, INC. St. Petersburg, Florida qy 91--" 696 i 1 No dealer, broker, salesperson or other person has been 2 authorized by The City of Miami, Florida to give any information or 3 to make any representations other than those contained herein and, A 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 7 solicitation of an offer to buy any Notes nor shall there be any 8 sale of the Notes to any person in any jurisdiction in which it is 9 unlawful to make such an offer, solicitation or sale. 10 11 This Official Statement is not to be construed as a contract 12 with the purchasers of the Notes. Statements contained in this 13 Official Statement which involve estimates, forecasts or matters of 14 opinion, whether or not expressly so described herein, are intended 15 solely as such and are not to be construed as a representation of 16 fact. 17 18 The information set forth herein has been obtained from The 19 City of Miami and other official sources which are believed to be 20 reliable but is not guaranteed as to accuracy or completeness by, 21 and is not to be construed as a representation by, the 22 Underwriters. The information and expressions of opinions herein 23 are subject to change without notice and neither delivery of this 24 Official Statement nor any sale made hereunder shall, under any 25 circumstanceo, create any implication that there has been no change 2 in the affa.zs of the City since the date hereof. 2, 28 This Official Statement is submitted in connection with the 29 offer and sale of the Notes and may not be reproduced or used, in 30 whole or in part, for any other purpose. 31 32 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER- 33 ALLOT OR EFFECT TRANSACTIONS WHICH STABILISE OR MAINTAIN THE MARKET 34 PRICE OF THE NOTES AT A LEVEL ABOVE THAT WHICH FIGHT OTHERWISE 35 PREVAIL IN THE OPEN MARKET. SUCH STABILISING, IF COMMENCED, MAY BE 36 DISCONTINUED AT ANY TIME. 37 38 THE NOTES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND 39 EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933f AS AMENDED, 40 NOR HAS THE RESOLUTION BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT 41 OF 1939, AS AMENDED, IN RELIANCE UPON EXEMPTIONS CONTAINED IN SUCH 42 ACTS. THE REGISTRATION OR QUALIFICATION OF THE NOTES IN ACCORDANCE 43 WITH APPLICABLE PROVISIONS OF THE SECURITIES LAWS OF THE STATES, IF 44 ANY, IN WHICH THE NOTES HAVE BEEN REGISTERED OR QUALIFIED AND THE 45 EXEMPTION FROM REGISTRATION OR QUALIFICATION IN CERTAIN OTHER 46 STATES CANNOT BE REGARDED AS A RECOMMENDATION THEREOF. NEITHER 4 THESE STATES NOR ANY OF THEIR AGENCIES HAVE PASSED UPON THE MERITS 4b OF THE NOTES OR THE ACCURACY OR COMPLETENESS OF THIS OFFICIAL 49 STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL 50 OFFENSE. 51 'G 91-- 696 I TAM Or CONT NT8 2 Pace 3 INTRODUCTION........................................... AUTHORITYFOR THE ISSUE ................................ PURPOSEOF THE NOTES ................................... r1M OF Tr!\'laTClN TITTTi�TT" DESCRIPTIONOF THE NOTES ............................... DEBTSUNIlKARY........................................... TAXMATTERS ............................................ LITIGATION...* .......................................... RATINGS................................................ UNDERWRITING........................................... FINANCIALADVISORS ..................................... FINANCIALSTATEMENTS ................................... LEGALITY............................................... DISCLOSURES REQUIRED BY FLORIDA BLUE SKY REGULATIONS... CERTAINCLOSING CERTIFICATES ........................... MISCELLANEOUS.......................................... APPENDIX A - DESCRIPTION OF THE CITY OF MIAMI.......... APPENDIX B - GENERAL PURPOSE FINANCIAL STATEMENTS...... APPENDIXC - THE RESOLUTION ............................ APPENDIX D - FORM OF LEGAL OPINION ..................... :51 91- 696 1 Off iciai statement 2 $25,000000* 3 THE CITY OF MIAMIt FLORIDA Tax Anticipation Notes, series 1991 INTRODUCTION The purpose of this Official Statement, including the cover page and all appendices hereto, is to set forth certain information in connection with the sale by The City of Miami Florida (the "City'), of its $25,000,000* aggregate principal amount of Tax Anticipation Notes, Series 1991 (the "Notes"). AUTHORITY FOR THE ISSUE The Notes are being issued pursuant to the Constitution and laws of the State of Florida, particularly Chapter 166, Florida Statutes, as amended, and pursuant to the Charter of the City, as amended (collectively, the "Act"), and a resolution duly adopted by the City on September , 1991 (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 to pay the appropriations made for the fiscal year of the Ci- "Fiscal Year") in anticipation valorem taxes for such Fiscal costs of issuance of the Notes. for the purpose of providing funds )y the City Commission of the City .y ending September 30, 1992 (the of the receipt of the City 's ad Year and to pay a portion of the DESCRIPTION OF THE NOTES 4F The Notes will be issued in the aggregate principal amount, 4 will bear interest at the rate, and will mature on the date, all as 48 set forth on the cover page of this Official Statement. The Notes 49 * Subject to change 18604 -1- 91- 696 ... ,t or% _, 1 will be dated the date of their original issuance and delivery and 2 shall be issued in fully registered form in the denominations of 3 $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 o interests in the Notes will be made in book -entry -only form 7 (without certificates) in the denomination of $50000 or any 8 integral multiple thereof. 9 10 Hook -Entry only System 11 12 DTC will act as securities depository for the Notes. The 13 Notes shall initially be issued exclusively in "book -entry" form 14 and ownership of one fully registered Note in the aggregate 15 principal amount of $25,0000000 will be initially registered in 16 the name of "Cede & Co." as nominee of DTC. 17 18 DTC is a limited -purpose trust company organized under the 19 laws of the State of New York, a member of the Federal Reserve 20 System, a "clearing corporation" within the meaning of the New. York 21 Uniform Commercial Code, and a "clearing agency" registered 22 pursuant to the provisions of Section 17A of the Securities 23 Exchange Act of 1934, as amended. DTC was created to hold 24 securities of its participants (the "DTC Participants") and to 2' facilitate the clearance and settlement of securities transactions among DTC Participants through electronic book -entry changes in 27 accounts of the DTC Participants, thereby eliminating the need for 28 physical movement of certificates. DTC Participants include 29 securities brokers and dealers, banks, trust companies, clearing 30 corporations and certain other organizations, some of which (and/or 31 their representatives) own DTC. Access to the DTC system is also 32 available to others such as banks, brokers, dealers and trust 33 companies that clear through or maintain a custodial relationship 34 with a DTC Participant, either directly or indirectly. 35 36 For the purposes of this Official Statement, the term 37 "Beneficial Owner" shall mean the person for whom the DTC 38 Participant acquires an interest in the Notes. Ownership interests 39 in the Notes may be purchased by or through DTC Participants. 40 Neither the DTC Participants nor the Beneficial Owners will receive 41 Notes, but each DTC Participant is to instead receive a credit 42 balance in the records of DTC in the amount of such Participant's 43 interest in the Notes, which will be confirmed in accordance with 44 DTC's standard procedures. Each Beneficial Owner may desire to 45 make arrangements with the DTC Participant from whom it has 4e purchased an ownership interest in the Notes, to receive a credit 4 balance in the records of such DTC Participant, and to have all 4b notices of redemption or other communications of the City to DTC, 49 Subject to change 18604 —2- 91 - 696 �o • 1 which may affect such Beneficial Owner, forwarded in writing by 2 such DTC Participant and to receive notification of all payments. 3 As long as Cede & Co. or its registered assignee is the registered owner of the Notes, the City shall be entitled to treat the person in whose name any Note is registered as the absolute 7 owner thereof for all purposes of the Resolution and any applicable 8 laws, notwithstanding any notice to the contrary received by the 9 City, and the City shall have no responsibility for transmitting 0 payments to, communicating with, notifying, or otherwise dealing 1 with any Beneficial Owners of the Notes. 51 DTC is to receive payments on the Notes from NCNB National Bank of Florida, Tampa, Florida, as paying agent (the "Paying Agent") to be remitted to the DTC Participants for the subsequent disbursement to the Beneficial Owners. The ownership interest of each Beneficial Owner in the Notes is to be recorded on the records of the DTC Participants, whose ownership interest is to be recorded on a computerized book -entry system operated by DTC. For as long as any purchaser is the Beneficial Owner of a Note, he must maintain an account with a broker or dealer who is, or acts through, a DTC Participant, in order to receive payments on such Note. The City cannot and does not give any assurances that DTC, DTC Participants or others will distribute payments on the Notes paid to DTC cr its nominee, as the registered owner, or any notices to the Beneiicial Owners or that they will do so on a timely basis or will serve and act in a manner described in this Off icial Statement. The City is not responsible or liable for the failure of DTC, DTC Participants or others to make any payment or give any notice to a Beneficial Owner in respect of the Notes or any error or delay relating thereto. When reference is made to any action which is required or permitted to be taken by the Beneficial Owners, such reference shall only relate to those permitted to act (by statute, regulation or otherwise) on behalf of such Beneficial Owners for such purposes when notices are given, they shall be sent by the City to DTC. DTC shall forward (or cause to be forwarded) the notice to the DTC Participants so that such Participants may forward (or cause to be forwarded) the Notices to the Beneficial Owners. Beneficial Owners are to receive a written confirmation of their purchase detailing the terms of the Notes acquired. Transfers of ownership interest in the Notes are to be accomplished by book entries made by DTC and the DTC Participants who act on behalf of the Beneficial Owners of the Notes. Beneficial Owners will not receive certificates representing their ownership interest. Paymbnts on the Notes are to be paid by the Paying Agent to DTC, then paid by DTC to the DTC Participants and thereafter paid by the DTC Participants to the Beneficial Owners when due. 18604 -3- J 4( yi-_. 696 I For every transfer and exchange of the Notes, the Beneficial 2 Owner may be charged a sum sufficient to cover any tax, fee or 3 other governmental charge that may be imposed in relation thereto. / DTC may determine to discontinue providing its services with c, respect to the Notes at any time by giving notice to the City and 7 discharging its responsibilities with respect thereto under 8 applicable law. In addition, the City may determine to no longer 9 utilize the services of DTC. If either of such determinations is 0 made, and the City identifies another qualified securities 1 depository to replace DTC, the City will make arrangements with DTC 2 and such other depository to effect such replacement and deliver 3 replacement Notes registered in the name of such other depository 4 and its nominee in exchange for the outstanding Notes. If the City 5 fails to identify another qualified securities depository to 6 replace DTC, the City is obligated to deliver Notes as described in 7 the Resolution. In the event of an insolvency of DTC, if DTC has insufficient securities in the fungible bulk of securities in its custody (e.g., due to theft or loss) to satisfy the claims of its DTC Participants with respect to deposited securities and is unable by (1) application of cash deposits and securities pledged to DTC to protect DTC against losses and liabilities; (2) the proceeds of insurance m::intained by DTC and/or its DTC Participants; or (3) other resources, to obtain securities necessary to eliminate the insufficiency, DTC Participants may not be able to obtain all of their deposited securities. 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. 44 Commencing on December 1, 1991, the Director of Finance shall 45 withdraw from the General Fund of the City all Pledged Funds as 46 received and deposit the amount so withdrawn to the credit of a 4 special fund called the Note Fund created under the terms of the 48 Resolution (the "Note Fund"), until the amount then on deposit to 49 the credit of the Note Fund on the first day of the indicated month 50 equals the following percentages of the sum of the principal of and 18604 -4- SS yi-- 696 2 3 b 7 8 9 10 it 12 13 14 15 16 17 18 19 20 21 22 23 24 7' 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 48 interest on the Notes to be paid at maturity (the "Note Fund Requirement"): Percentage of I 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 shell be less than the required amount for such month, the requirerent 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 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. 1 SOURCES AND USES OF FVWD8 2 3 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 of the Notes $a5,000.000* Total Sources $ OEM Uses of Funds: Deposit to the General Fund $ Cost of Issuance Underwriters Discount Total Uses $ * Subject to change REGISTRATION, EXCHANGE AND TRANSFER As long' as a book -entry system is used for determining beneficial ownership of Notes, registration, transfer and exchange of Notes will occur as described under "Book -Entry -Only System". LEGAL DEBT LIMITATIONS The Florida Constitution The Florida Constitution does not provide a limit on the amount of ad valorem taxes the City may levy for voted bonds. However, pursuant to Article VII, Section 9 of the Florida Constitution, the City is limited to an annual maximum tax levy of 10 mills per $1.00 ($10 per $1,000) of the assessed value of real estate and tangible personal property for municipal purposes, other than for the payment of voted bonds. Ad valorem taxes levied for periods not exceeding two years and authorized by a vote of the electorate are excluded from 10 mill limitations. Article VII, Section 12 of the Florida Constitution requires the approval of electors prior to the issuance of bonds payable from ad valorem taxes and maturing more than twelve months after issuance. The provision in Article VII, Section 12, which limits such vote to electors who are owners of freeholds not wholly exempt from taxation has been held by the courts to be void. Accordingly, all qualified electors in the City are eligible to vote in bond 18604 -6- S;> 91_- 696 MR 1 elections. The remainder of the relevant section of the Florida 2 Constitution providing for ad valorem taxation has been held valid 3 and remains operative. ' The City Charter 36 37 38 39 40 41 42 43 44 45 4F 48 49 50 51 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, 1990 was $1,580,007,572 based on the net assessed valuation of $10,533,383,819. Outstanding general obligation debt applicable to the City's debt limitation as of September 30, 1990 totaled $185,840,000, which is approximately 1.7b$ of the net assessed valuation. DEBT SUMMARY The information under this heading is subject in all respects to the more aetailed financial information in the audited financial statements of the City. See the General Purpose Financial Statements of the City for the fiscal year ended September 30, 1990 attached hereto as Appendix B. Short -Term Borrowing History 198:9 14, 96t�, D;Qt -a- . _ .. . -0- 198�5 �p 1985 -0- * Based on the City's fiscal year ended 6epteW)ii:30 18604 -7- ........................ cro ing (59- 91- 696 2 C 1 2 3 10 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. 18604 -8- S� 91- 696 1 General Obligation Bonded Indebtedness 2 Principal and Interest Requirements 3 as of September 30, 1990 Fiscal Year Ending 9/30 Prinaigal interest MAI 7 8 1991 $ 8,655,000 $ 11,317,525 $ 19,972,525(f) 9 10 1992 11,915,000 12,251,774 24,166,774 11 12 1993 11,270,000 11,423,490 22,693,490 13 14 1994 11,205,000 10,578,279 21,783,279 15 16 1995 11,530,000 9,828,419 21,358,419 17 18 1996 11,425,000 9,065,429 20,490,429 19 20 1997 11,525,000 8,310,893 19,835,893 21 22 1998 10,745,000 7,568,964 18,313,964 23 24 1999 9,965,000 6,845,202 16,810,202 25 26 2000 9,300,000 6,079,556 15,379,556 27 28 2001 9,875,000 5,327,630 15,202,630 7 2002 9,970,000 4,742,100 14,712,100 3i 32 2003 10,490,000 3,996,946 14,486,946 33 34 2004 8,750,000 3,215,336 11,965,336 35 36 2005 8,300,000 2,579,221 10,879,221 37 38 2006 6,565,000 1,961,511 8,526,511 39 40 2007 5,160,000 1,488,913 6,648,913 41 42 2008 4,190,000 1,138,467 5,328,467 43 44 2009 4,225,000 876,615 5,101,615 45 46 2010 3,070,000 655,184 3,725,184 47 48 2011 2,395,000 461,404 2,856,404 49 50 2012 1,735,000 324,169 2,059,169 51 52 2013 1,795,000 212,681 2,007,681 53 5 2014 1,785,000 97,006 1,862.006 5 56 TOTAL S 185,840,000 S 120.346,714 S306.186,714 57 58 (1) Excludes October 1, 1990 installment in the amount of $3,997,133 recorded 59 in the general obligation debt service fund. 18604 -9- m 91- 696 1 Not Direct and ovarlappinq Debt as of September 30, 1990 2 (Amounts rounded to nearest thousands) 3 General Special d obligation obligation Combined 7 Debt Debt (Net)(1) Debt 8 9 City of Miami $184, 302, 000 $217, 378, 000�2) $401,680,000 10 Dade County(3) 98,834,000 59,928,000 158,762,000 11 12 TOTAL $283 . 36, 000 $277, 306, 000 1560,442, 13 14 15 16 (1) Special obligation debt is payable from revenue sources other than ad 17 valorem taxes and includes special obligation bonds and revenue bonds. 18 19 Amount shown does not include accretion of the portion of the City's 20 Special Revenue Refunding Bonds, Series 1987 issued as capital 21 appreciation bonds, which accretion amounted to approximately $4,674,000 22 as of September 30, 1990. 23 24 (3) Excludes $80,873,000 Waterworks System Bonds which are outstanding and are 25 secured by revenues of the Miami Dade Water and Sewer Authority as well as 29 a pledge of the County to make payments from ad valorem taxes, if necessar-�. As of September 30, 1990, Dade County's total General i Obligation Debt was $520,182,000, its total Special Obligation Debt was 29 $315,411,000, and its total Combined Debt was $835,593,000. The e0ity's 30 share of Dade County's debt based on assessed valuation is 19% of the 31 County total. The issuance of $980,000,000 of general obligation bonds by 32 the School Board of Dade County was approved by referendum on March 8, 33 1988. As of the date hereof, the Board has issued $200,000,000 of such 34 bonds. Such bonds are not included as part of the general obligation debt 35 of the County. 18604 -10- 91- 696 1 2 3 4 5 6 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 0 3 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 5 5 60 61 62 63 64 65 66 67 68 Debt statistics al %various Debt Ratios ' The following tables detail the City's debt statistics and significant comparative ration of debt to population and to the city's tax base. Debt Ratio of the Citp of Kiami september 30, 1990 Factors: Net Assessed Valuation (1)(2).................... $11,515,111,000 Net Taxable Assessel V# uation for operating Purpose ( )( �........0................ $10,533,383,000 City of Miami Debt g (2)(5). .......... Net General obligation $184,302,000 Net Special Obligation(2)(4)(�').........,S217.378t000 Combined Net Direct Debt (2)..................... $401,680,000 overlapping Debt General Obligation 2 ................$98,834,000 Special Obligation................ S59,928.000 Combined Net overlapping Debt (2)................ S158.762.000 Total Combined Net Direct at5)................. S560.762.000 Net overlapping Debt Population of Miami (8).......................... 383,000 Assessed Valuation Per Capita...... .................... $30,066 Net Taxable Assessed Valuation Per Capita $27,502 Debt Ratios: Net Direct General Obligation Debt as a Percent of Net Taxable Assessed Valuation............ 1.75e Combined Net Direct and Overlapping General Obligation Debt as Percent of Net Taxable Assessed Valuation ......... ....... 2.68% Net Direct General Obligation Debt Per Capita $ 481.20 Combined Net Direct General and special Obligation Debt Per Capita ............ ....0.. ..... $1,048.77 Combined Net Direct and Overlapping General Obligation Debt Per Capita... ....... ....... .... $ 739.26 Combined Net Direct and Overlapping General and Special Obligation Debt Per Capita ................ $1,463.30 (1) Assessed valuation as of the final tax roll, using 100• of assessed values as mandated by the laws of the State of Florida, excluding exempt governmental properties. (2) Amount rounded to nearest thousands. (3) Net of homestead exemptions established by law. Homestead exemptions are applicable to taxable property for owner -occupies housing and certain persons who are aged, disabled or otherwise qualified therefor, as required by the laws of the State of Florida. (4) Net of reserve funds. (5) Net of existing funds on hand. (6) Special obligation debt which includes special obligation bonds as well as revenue bonds, is payable from revenue sources other than ad valorem taxes. Amount shown does not include accretion of the portion of the City's Special Revenue Refunding Bonds, Series 1987, issued as capital appreciation bonds, which accretions amounted to approximately $4,674,000 as of September 30, 1990. (7) Based on the City's share of Dade County's real and personal property, which is 19% of the County total. (8) Based on the City's estimate. The 1990 U.S. Bureau of Census preliminary population count of 358,458 is being challenged by the City and is expected to be adjusted. 18604 -11- (O� 91-- 696 1 2 3 14 to 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 3 3 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 Ratio of Net General obligation Bonded Debt to Net Assessed Value and Not General obligation Bonded Debt Per Capita ($ in thousands) Net General Assessed Nomstead Net Assessed Obligation Fiscal Year Powtation Value Exemption XAM Bonded Debt Ratio Per Capita 1990 t383,000(4) $11,515,111 $981,728 S10,533,383 $184,302 1.75% "81.20 1989 371,4440) 11,210,985 969,335 10,241,650 1",$60 1.91 S27.29 19W 369,0070) 10,761,797 954,978 9,806,819 166,041 1.90 504.11 1987 368,210(l) 10,420,911 933,300 9,487,611 195,578 2.06 531.15 1986 371,9750) 10,194,933 953,516 9,231,417 190,697 2.07 512.66 1985 380,4460) 9,696,610 952,430 8,744,180 170,087 1.95 447.07 1984 383,0270) 9,346,033 954,979 8,391,054 146,102 1.74 381.74 1983 382,726(2) 8,659,281 920,895 7,738,386 124,955 1.61 326.49 1982 382,726(2) 7,962,129 750,665 7,2il,464 109,398 1.52 285.84 1981 399,995(3) 6,622,365 564,238 6,058,127 118,038 1.95 295.09 (1) Based on annual populating estimates provided by the State of Florida,.Division of Population Studies, Bureau of Business and Economics Research, University of Florida. (2) Based on the July 1, 1982 populating estimate used by the Office of Revenue Sharing of the Federal Government. (3) The City was involved in litigation with the Federal Census Bureau challenging the 346,995 for Federal Revenue Sharing purposes. A result during 1981 the population count was majusted upward to 399,995 for Federal Revenue Sharing purposes. t4) Estimated by the City on the basis of added electric and water connections and new dwelling units constructed. The 1990 U.S. Bureau of Census preliminary population count of 358,458 is being challenged by the City and is expected to be adjusted. 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, 1990. Date of Previously Vote Approval Tyne of Debt Authorized Issued 10/1/80 Sanitary Sewer $45,000,000 $22,500,000 3/13/84 Storm Sewer 30,000,000 20,000,000 S75.000.000 $42.500.000 18604 -12- Balance Unissued $22,500,000 10,000,000 $32,500,000 t0 3 A 696 �Y =i a L W 1 Procedure For Tax Levy and Tax Collection 2 3 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 b the property valuation. The property owner has the right to file 7 an appeal with the Dade County Clerk of the Board of Tax Adjustment 8 if such property valuation as determined by the property appraiser 9 is inconsistent with that as determined by the property owner. All 10 appeals of such valuation determinations are heard by the Dade 11 County Board of Equalization. The Board certifies the assessment 12 roll upon completion of the hearing of all appeals so filed. 13 14 All taxes are due and payable on November 1 of each year or as 15 soon thereafter as the assessment roll is certified and delivered 16 to the Dade County Tax Collector. The Dade County Tax Collector 17 mails to each taxpayer on the assessment roll a notice of the taxes 18 levied. Taxes may be paid upon receipt of such notice, with 19 discounts at the rate of four percent if paid in the month of 20 November, three percent if paid in the month of December, two 21 percent if paid in the month of January and one percent if paid in 22 the month of February. Taxes paid during the month of March are 23 without discount. Taxpayers also have the option of paying their 24 taxes in equal quarterly payments based on the prior years' tax 2" assessment with a six percent discount with the June 30th payment, four percent discount with the September 30th payment, two percent 2't discount plus one-half of any adjustments required to bring tax 28 payments to current year's tax assessments, discounted at three 29 percent with the December 31 payment and no discount plus one-half 30 of any such adjustments with the March 31st payment. All unpaid 31 taxes on real and personal property become delinquent on April 1 of 32 the calendar year following the year in which the taxes were 33 levied. All tax collections for the City are delivered to the City 34 by Dade County. The delinquent real property taxes bear interest 35 at the rate of eighteen percent per year from April 1 until a tax 36 sale certificate is sold at auction from which time the interest 37 rate shall be as bid by the buyer of the certificate. 18604 -13 - (�y 91 -- 696 I Tax Schedules and Tables 2 3 The following tables present detailed information pertaining to the City's assessed property valuations, tax levels and collections and the City's ten largest tax assessments. b 7 The assessed value of taxable property in the City together 8 with real property value assessed, personal property assessed 9 values, and homestead exemptions in the current and each of the 10 last ten completed fiscal years is detailed below. 11 12 Assessed value of All Tazable Property 13 Fiscal Year Ended September 30 14 (in thousands) 15 16 NET 17 FISCAL REAL PERSONAL HOMESTEAD ASSESSED 18 YEAR PROPERTY PROPERTY TOTAL EXEMPTIONS VALUE 19 20 1990 $10,243,901 $1,271,210 $11,515,111 $981,728 $10,553,383 21 1989 9,997,519 1,213,466 11,210,985 969,335 10,241,650 22 1988 9,519,481 1,242,316 10,761,797 954,978 9,806,819 23 1987 9,210,476 1,210,435 10,420,911 933,300 9,487,611 24 1986 8,979,226 1,205,707 10,184,933 953,516 9,231,417 25 1985 8,538,398 1,158,212 9,696,933 952,430 8,744,180 26 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 b,976,847 985,282 7,962,129 750,665 6,058,127 a. 1981 5,748,550 873,815 6,622,365 564,238 6,058,127 30 31 32 SOURCE: Metropolitan Dade County Property Appraiser's Office 33 34 35 The following table lists the ten largest tax assessments in 36 the City of Miami. 37 38 Ten Largest Property Taz Assessments in the City of Miami 39 1990 Assessed Values 40 41 42 Name of Taxpayer Name of Activity Assessed Value (0001 43 44 1. City National Bank Bank/Trustee $253,837 45 2. Southern Bell Telephone Utility 230,061 46 3. Southeast Bank Bank/Office Building 202,832 47 4. Equitable Life Assurance Real Estate Investments 179,025 48 5. Florida Power & Light Co. Utility 144,025 49 6. Brickell Associates Office Building 91,300 7. Mayfair Hotel/Shopping Center 88,650 8. C.P. Tower Office Building 75,000 9. One Biscayne Tower Office Building 63,800 53 10. Miami Center Joint Venture Developer 62,716 54 55 56 Source: Metropolitan Dade County Property Appraiser's Office 18604 -14- �� 91- 696 0 1 2 3 4 5 6 7 8 9 10 11 12 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 The City has levied certified millages of 11.9376 mills for fiscal year 1990-1991 beginning October 1, 1990, consisting of 9,5995 mills for general governmental and 2.3381 mills for debt service. The following table shows the tax levies and collections of the City for each of the last ten completed fiscal years. Tax Levies and Collections Fiscal Years Ended September 30 (in thousands) outstanding Dolinquent Collections Collections Taxes Total of Current Percent Collection as Percent Outstanding As Percent Fiscal Tax Year's of levy of Delinquent Total Tax of Current Delinquent of Current Year Le 1 Taxes Collected Taxes Collections Levy Taxes(2) LM City Millaaeol 1990... $125,743 t119,363 94.93% $4,592 $123,955 98.58X $5.162 4.11X 11.9376 1989... 122,260 114,535 93.68 3,710 118,245 96.72 5,742 4.70 11.9376 1988... 115,935 107,908 93.08 2.356 110,264 95.11 4.621 3.99 11.8219 1987... 116,612 111.740 95.82 1,606 113,346 97.20 2,8% 2.48 12.2910 1988... 109.938 105,457 95.92 944 113,346 96.83 3.318 3.01 11.9091 1987... 104,135 100,976 96.97 722(3) 101.698 97.66 3.970 3.61 11.9091 1986... 93,340 88,982 95.33 3,036 92,018 98.58 3,367 3.61 10.1238 1985... 83,025 75,815 94.93 1.209 80.024 96.38 2.925 3.52 10.7290 1984... 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 discowits and uncollectabte 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 1985, collection of delinquent taxes included both current year and prior year's delinquent tax cottections. 18604 -15- E AN 1 2 TAX MATTUR 3 In the opinion of Co -Bond Counsel, under existing law, the Notes are exempt from present Florida intangible personal property L taxes. Also, in the opinion of Co -Bond Counsel under existing law, 7 facts and circumstances, interest on the Notes is excluded from 8 gross income for federal income tax purposes. The opinion of Co- g Bond Counsel is conditioned upon compliance by the City with 10 covenants contained in the Resolution to comply with certain 11 arbitrage rebate and other tax requirements contained in the 12 Internal Revenue Code of 1986, as amended (the "Code"), to the 13 extent necessary to preserve the exclusion of interest on the Notes 14 from gross income for federal income tax purposes. If the City 15 fails to comply with such covenants, interest on the Notes could 16 become includable in the gross income of the owners thereof for 17 federal income tax purposes retroactive to the date of issuance. 18 19 20 9191seeunt Netes") have haws" go 21 disesont from their value at maturity. The eviginal issue disee-ant 22 is the -e -e€- the -stated redemption prise at maturity of soeh 23 he p 24 emeludinej underwriters and ether intermediaries, at Whieh priee 2 substantial ameunt of sus i $isesunt Notes were —said-. Under 21 diseeuntT-depend-ing inparton the peried--a-B=Qeounfe Nete is held d 28 by the purehaser thereof, will be treated fee federal ineeme t-a* 29 purposes as interest --which- is exeludable=from grass ineeme-rather 30 than as tamable gains Under Seetion !288 ef " -ble-gains—Hnder-6eetien288--ef the -cede evigal 31 eleeeunt en: —tam —exempt -notes aeerues—on a eempeundbasis. 32 33 a 919sount Nete doping any aeorual period generally equals (I the 34 36 the ykeld te maturity ef- sireh 91seeentete—(ie-mined en he 37 38 properly adjusted fee the length of the aserua! peried) , less (3) 39 40 a eds The amount f evigina! iesue--diseount rip-a--par-je%;:ar r 41 42 43 emehange, redemption or payment e= a-91se eent Note in emeese of the 44 `� 45 disseunt whleh has aeerued and Is treated as feam exempt 4' i ntOwest in his hands) ' ; will tee- treated -ate--g fees the , � —saavr emehange of su *1 andnotas interest. The feral 4b tam eensequenees of the-pureharse, ownership and redemption, 49 50 in the Initial offering at the initial efferinej prieL- may j9,e 51 determined aeserding to rules whieh differ from these deseribed 18604 -16- L ? 94._ 696 1 291seelant Metes, ownership 1= ddin,g _ th.�_wC_L'.'we w�.'-.♦a ...1� _ Pander ��...1 ieab a state and 3 Y� 7 -as ra rr An alternative minimal tax is imposed by the Code on 7 corporations and taxpayers other than corporations. Interest on 8 the Notes will not be treated as an item of tax preference for 9 purposes of the alternative minimum tax. Interest on the Notes 10 will therefore not be included in u.'non-corporate Nth' holder Ia 11 alternative minimum taxable income: The alternative minimum tax on 12 corporations is imposed at a 20$ rate. Interest on the Notes 13 received by a corporate Noteholder will be included in such 14 Noteholder's adjusted current earnings. A corporation's 15 alternative minimum taxable income will be increased by 75% of the 16 corporation's adjusted current earnings not otherwise included in 17 its alternative minimum taxable income. 18 19 Reference is made to a proposed form of the Co -Bond Counsel 20 opinion attached hereto as Appendix D for the complete text 21 thereof. Co -Bond Counsel have expressed no opinion regarding other 22 federal income tax consequences which may arise with respect to the 23 Notes. For a description of some.of the other potential income tax 24 consequences•• with respect to the Notes, see the following 2r' paragraphs. 2, 1. Environmental Sygerfund Tax. Section 59A of the Code 28 imposes for taxable years beginning before January 1, 1996, an 29 additional tax on corporations at a rate of .12 percent on the 30 excess over $2,000,000 of a corporation's "modified alternative 31 minimum taxable income". Interest on the Notes received by a 32 corporate Noteholder will be included in the determination of such 33 Noteholder's "modified alternative minimum taxable income". 34 35 2. Financial Institutions and Property and Casualty 36 Insurance Companies. Section 265 of the Code provides that a 37 financial institution holding Notes will be denied any deduction 38 for its interest expense allocable to such Notes. Under Section 39 832 (b) (5) (B) of the Code, property and casualty insurance companies 40 will be required to reduce the amount of their deductible 41 underwriting losses by 15% of the amount of tax-exempt interest 42 received from installments made after August 7, 1986, including 43 investments in the Notes. 44 45 3. Social Security and Railroad Retirement Benefits. Under 4r Section 86 of the Code, recipients of certain social security 4 benefits and railroad retirement benefits may be required to 4o include a portion of such benefits within gross income by reason of 49 receipt of interest on the Notes. 50 18604 -17- 91-- 696 .O%N 1 2 3 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 4 4 48 49 4. S Corporations. Section 1375 of the etode 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. Eoreign 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 atrade 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. 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. RATINGS The Notes have received ratings of from Moody's Investors Service, Inc., and 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 so warrant. A revision or withdrawal of any such rating may have a adverse effect on the market price of the Notes. 18604 -is- 91- 696 1 2 3 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 2° 2 2 "1 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 4F 48 49 50 51 52 53 54 UNDnWRITING The Underwriters, PaineWebber Incorporated, Grigsby Brandford Powell, Inc., AIBC Investment Services Corp. and Guzman & Company, have agreed under certain conditions to purchase the Notes from the City at a price of $ . The Notes may be offered and sold to certain dealers, banks, and others at prices lower than the initial offering prices, and such initial public offering prices may be changed from time to time by the Underwriters. 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 CityyIs 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 STATEXENTS 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, 1990, as stated in their report to the Honorable Mayor and City Commissioners dated March 25, 1991, 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 Kubicki, Draper, Gallagher & McGrane, P.A., Miami, Florida, and Holland & Knight, Miami, Florida, Co -Bond Counsel. Certain legal matters will be passed upon for the City by A. Quint the Acting City Attorney, and for the Underwriters by Lewis, White & Clay, A Professional Corporation, Detroit, Michigan, and Armando J. Bucelo, Jr., Miami, Florida. Holland & Knight and Kubicki, Draper, Gallagher & McGrane, P.A., Co -Bond 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 18604 -19- ;Ia 91-M 696 S 1 accuracy of the portions hereof captioned "Description of the 2 Notes" (other than the portion thereof captioned "Book -Entry Only 3 System") and "Security for the Notes" to the extent such portionis purport to summarize certain provisions of the Resolution and except as to the accuracy of the information under the caption "Tax Matters". 7 8 DISCLOSURES REQUIRED BY FLORIDA BLUE SKY REGULATIONS 9 10 Rule 3E-400.0030 Florida Administrative Code,requires the City 11 to disclose each and every default as to payment of principal and 12 interest after December 31, 1975 with respect to obligations issued 13 or guaranteed by the City. Rule 3E-400.003 further provides, 14 however, that if the City in good faith believes that such 15 disclosure would not be considered material by reasonable 16 investors, such disclosure may be omitted. Certain obligations 17 issued by the City in which the City has acted merely as a conduit 18 for payment do not constitute an actual debt, liability or 19 obligation of the City, but are instead secured by payments to be 20 made from certain users of bond -financed property. Because such 21 other obligations are not dependent upon the City for repayment, 22 they do not affect or reflect the financial strength of the City. 23 Accordingly, any prior default with respect to such obligations 24 issued by the City would not in the City's judgment be considered 2material by .seasonable investors in the Notes. Accordingly, the City has not taken affirmative steps to contact the various 2*1 trustees of conduit bond issues of the City to determine the 28 existence of prior defaults. 29 30 Notwithstanding the foregoing, to the best knowledge of the 31 Director of Finance of the City, the City has not received actual 32 notice of any default in the payment of principal or interest after 33 December 31, 1975 on any obligation issued or guaranteed by the 34 City. Nevertheless, given the number of bond issues of the City 35 and the turnover in administrative personnel since December 31, 36 1975, there is no assurance that obligations issued by the City 37 have never been in default with respect to the payment of principal 38 and/or interest. 39 40 CERTAIN CLOSING CERTIFICATES 41 42 Concurrently with the delivery of the Notes, the City Manager 43 and the Director of Finance will furnish their certificate to the 44 effect that, to the best of their knowledge, this Official 45 Statement, as of its date and as of the date of the delivery of the 4r Notes, did not and does not contain any untrue statement of a 4 material fact or omit to state a material fact necessary to make 46 the statements contained herein, in the light of the circumstances 49 under which they were made, not misleading. 50 18604 -2 0- 7l 91--- 696 I In addition, at the time of delivery of the Notes to the 2 Underwriters, the City will provide to the Underwriters a 3 certificate (which may be included in a consolidated closing certificate of the City described in this section immediately above), signed by the City official who signed the Official o Statement, relating to the accuracy and completeness of t:is 7 Official Statement and to it being deemed a "final official 8 statement" in the judgment of the City for the'purposes of Rule 9 15C2-12 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 and histerleal eash f=ew--ezateeents fer the previous twe years. Copies of such eash fiew statements _ the ethet documents referenced above may be obtained from the City's Director of Finance at 3306 Aviation Avenue, 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 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. 18604 -21- 91-- 696 I The execution and delivery of this Official Statement has been 2 duly authorized by the Commission of the City of Miami. 3 THE CITY OF MIAMI, FLORIDA 7 9 By• 10 THE HONORABLE XAVIER L. SUAREZ, MAYOR 18604 -22- 91- 696 ?3 AP?ZUDIZ A - DSBCRIPTION of THE CITY OF KIANI 4 5 6 a 1 APPENDIZ A 2 3 DEBCRIPTION OP T$E CITY OP MIAMtI o Geography 7 8 The City, situated at the mouth of the Miami River on the 9 western shore of Biscayne Bay, is a main port of entry in Florida 10 and the county seat of Metropolitan Dade County (the "County") 11 which encompasses over 2,000 square miles of Florida's southeastern 12 region. The City comprises 34.3 square miles of land and 19.5 13 square miles of water. 14 15 Miami is the southern -most major city and seaport in the 16 continental United States and the center of Pan-American trade and 17 air transportation. The nearest foreign territory is the Bahamian 18 island of Bimini, situated approximately fifty miles off the coast 19 of Florida. The County is often referred to herein as Greater 20 Miami. 21 22 23 Climate 24 Due to its location near the upper boundary of the tropical zone, Miami•s climate is strongly influenced by the Gulf Stream, 27 trade winds and other local climatic factors. Its average yearly 28 temperature is 75.5. degrees Fahrenheit. Summer temperatures 29 average 81.4 degrees Fahrenheit and winter temperatures average 30 69.1 degrees Fahrenheit. Rainfall comes most frequently between 31 the months of May and September, with June the heaviest, averaging 32 nine inches. 33 34 35 Population 36 37 The U.S. Bureau of Census estimated the population of the City 38 at 358,458 as of April 1, 1990. The estimate is being challenged 39 by the City. The City estimates that its population as of April 40 11, 1990 was 383,000. According to estimates of the City, the 41 population is expected to increase to 400,000 by the year 2000. 42 43 44 Government of the city 45 The City has operated under the Commission -City Manager form of government. since 1921. The Commission consists of five elected 48 citizens, who are qualified voters in the City, one of whom serves 49 as Mayor. The Commission acts as the governing body of the City 50 with powers to enact ordinances, adopt resolutions and appoint a 51 chief administrative officer known as the City Manager. The City 18604 A-1 �6 91-- 696 ..� CITY OF MIAMI, .FLORIDA llp� 7 INTER -OFFICE MEMORANDUM TO Honorable Mayor and Members DATE 181991 FILE SEPof City Commission `J SUBJECT Agenda Item FROM Cesar H. OREFERENCES: d City Manager ENCLOSURES It is respectfully recommended that the City Commission adopt a. resolution authorizing the issuance of an amount not to exceed $25,000,000 in aggregate principal amount of the City of Miami, Florida, Tax Anticipation Notes, Series 1991 for the purpose of meeting certain of the City's cash flow requirements for the fiscal year ending September 30, 1992; 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 o; 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 officers of 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 92 at the end of November 91. A cash flow gap approximating $25 million is expected to occur in October and November, of whicl approximately $15 million are attributable to normal operating expenditures. An additional amount of up to $10 million may be issued to cover the one-time costs attributable to the recently approved program to induce retirement and related payment of accumulated vacation, and other leave balances.' 17-> 91.- 696 Agenda Item Page -2- These Tax Anticipation Notes will be paid with fiscal year 1992 general fund property taxes. The proposed budget estimates these taxes at $101,134,459, net of a five percent (5%) reserve for early payment discounts and uncollectables. Although these budgeted revenues are based on the preliminary taxroll, the vast majority of these taxes are expected to be collected. For instance, the general fund tax levy for fiscal year 90-91 was $98,442,454 of which approximately $2.4 million are expected to remain uncollected by the closing of the fiscal year 91 records. The Department of Finance hereby recommends Anticipation Notes in October, 1991 in an $25 million to bridge the cash flow gap fiscal year 1991-92. the issuance of Tax amount not to exceed at the beginning of 2 9 1 _..