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HomeMy WebLinkAboutR-89-0899J-89-954 10/3/89 RESOLUTION NO. 897899 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA AUTHORIZING THE ISSU- ANCE OF NOT TO EXCEED $20,000,000 IN AGGRE- GATE PRINCIPAL AMOUNT OF THE CITY OF MIAMI, FLORIDA TAX ANTICIPATION NOTES, SERIES 1989 FOR THE PURPOSE OF MEETING CERTAIN OF THE CITY'S CASH FLOW REQUIREMENTS FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 1990; PROVIDING FOR THE RIGHTS AND SECURITY OF ALL NOTES ISSUED PURSUANT TO THIS RESOLUTION; PRO- VIDING CERTAIN DETAILS OF THE NOTES; APPOINTING A PAYING AGENT FOR THE NOTES; AUTHORIZING THE PAYING AGENT TO TAKE ACTIONS NECESSARY TO QUALIFY THE NOTES FOR DEPOSIT WITH THE DEPOSITORY TRUST COMPANY; AUTHOR- IZING APPROPRIATE OFFICERS OF THE CITY TO TAKE SUCH INCIDENTAL ACTIONS AS SHALL BE NECESSARY AND APPROPRIATE TO ACCOMPLISH THE SALE OF THE NOTES; 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; RATIFYING THE PRIOR DISTRIBUTION OF A PRELIMINARY OFFERING MEMORANDUM; APPROVING THE FORM AND EXECUTION OF AN OFFERING MEMORANDUM; 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, 1990 (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 1989, in an aggregate principal amount not to exceed $20,000,000 (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 Merrill Lynch Capital Markets, Carmona Ferrand Montes Securities Corporation and W. R. Lazard & Laidlaw Incorporated (together, the "Under- writer") rather than a public sale by competitive bid; NOW THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolu- tion is adopted pursuant to the provisions of the Act. SECTION 2. FINDINGS. It is hereby ascertained, deter- mined and declared: CITY COMMISSION MEETING OF OCT 12 1989 No. (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 (the "Pledged Funds"). Neither the full faith and credit nor the taxing power of the City, Dade County, Florida (the "County") or the State or any political subdivision thereof or governmental authority or body therein are pledged to the payment of the prin- cipal of or interest on the Notes, except for the Pledged Funds. (c) The Pledged Funds will 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 3. RESOLUTION CONSTITUTES CONTRACT. In consider- ation 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 pro- vided therein and herein. SECTION 4. AUTHORIZATION, DESIGNATION AND DETAILS OF THE NOTES. Subject and pursuant to the provisions of this Resolu- tion, Notes of the City to be known as "Tax Anticipation Notes, Series 1989" are hereby authorized to be issued in an aggregate principal amount not to exceed Twenty Million Dollars ($20,000,000) 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 $20,000,000 as shall be approved by the City Manager (or such Assistant City Manager as he shall designate). The Notes shall be sold at an underwriting discount or fee not to exceed two percent (2%) 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 such Assistant City Manager as he shall designate), the execution of the Note Purchase Agreement by the City, as provided in Section 17 of this Resolution, to be conclusive evidence of such approval by the City Manager. The Notes shall be issuable as fully registered notes without coupons in denominations of $5,000 or any integral multiple thereof, shall be number from NR- 1 upwards, shall be dated on or as of such date as shall be determined by the City Manager (or such Assistant City Manager as he shall designate) 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 shall be approved by the City Manager (or such Assistant City Manager as he shall designate), and shall bear interest from their date at a rate not to exceed 8.5% per annum (payable on the maturity date of the Notes and calculated on the basis of a 360 day year), such rate to be determined by the City Manager (or such Assistant City Manager as he shall designate) 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 available to the City under then current financial conditions taking into consideration the maturity established for the Notes. - 2 - V. e All of the particulars of this Section 4, 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 such Assistant City Manager as he shall designate), shall be contained in the Note Purchase Agreement. SECTION 5. PAYMENT OF NOTES. The principal of and inter- est on each Note are payable at the principal corporate trust office of NCNB National Bank of Florida, Tampa, Florida (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 6. EXECUTION OF NOTES. The Notes shall be exe- cuted 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 authentica- tion, in the form set forth in Exhibit A hereto, executed manu- ally 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 authentica- tion 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 authen- ticated has been duly authenticated and delivered under this Resolution and that the owner thereof is entitled to the benefits of this Resolution. SECTION 7. NEGOTIABILITY, REGISTRATION AND CANCELLATION. At the option of the registered owner thereof and upon surrender thereof at the principal corporate trust office of the Paying Agent with a written instrument of transfer satisfactory to the Paying Agent duly executed by the Noteholder or his duly autho- rized 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 Notes may be exchanged for Notes of the same aggre- gate principal amount and maturity of any other authorized deno- minations. 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. - 3 - 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 pay- ment 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 liabi- lity upon such Note to the extent of the sum or sums so paid, and neither the City nor the Paying Agent shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Notes or transferring Notes is exercised, the City shall execute and the Paying Agent shall authenticate and deliver Notes in accordance with the provisions of this Resolution. All Notes surrendered in any such exchanges or transfers shall forthwith be delivered to the Paying Agent and cancelled by the Paying Agent in the manner provided in this Section. There shall be no charge for any such exchange or transfer of Notes, but the City or the Paying Agent may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. All Notes paid, at maturity or otherwise, shall be delivered to the Paying Agent when such payment is made, and such Notes, together with all Notes purchased by the City, shall thereupon be promptly cancelled. Notes so cancelled may at any time be des- troyed by the Paying Agent, who shall execute a certification of destruction in duplicate by the signature of one of its autho- rized officers describing the Notes so destroyed, and one exe- cuted certificate shall be filed with the City and the other executed certificate shall be retained by the Paying Agent. SECTION 8. 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 authenti- cate 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 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 reason- able fees and expenses in connection with this transaction. Any Note surrendered for replacement shall be cancelled in the same manner as provided in Section 7 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 9. FORM OF NOTES. The text of the Notes shall be of the tenor set forth in Exhibit A to this Resolution, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution. - 4 - V SECTION 10. 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 dis- charged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the City. The Pay- ing Agent may be removed at any time by an instrument filed with such Paying Agent and signed by the Mayor, City Manager or his designee. Any successor Paying Agent shall be appointed by the City and shall be, if other than the City or its successor entity, a bank or trust company organized under the laws of any state of the United States or a national banking association, willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. In the event of the resignation or removal of the Paying Agent, such Paying Agent shall pay over, assign and deliver any moneys held by it as Paying Agent to its successor. SECTION 11. 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 the City's ad valorem taxes collected during the Fiscal Year which constitute the Pledged Funds. SECTION 12. 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 prin- cipal 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. (c) That, commencing on January 1, 1990, the Director of Finance shall withdraw from 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 Note Fund (the "Note Fund") until the amount then to the credit of the Note Fund on the first day of the indicated months equals the following percentages of the sum of the principal of and interest on the Notes to be paid at maturity (such sum being herein called he "Note Fund Requirement"): Percentage of Month Note Fund Requirement January 11 1/9% February 11 1/9 March 11 1/9 April 11 1/9 May 11 1/9 June 11 1/9 July 11 1/9 August 11 1/9 September 11 1/9 5 V! 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 as the Director of Finance may determine. 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 cumu- lative 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 or invested as permitted under the Act. (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 pledged. (f) That the City will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of initial issuance and delivery of the Notes, would result in inclusion of interest on the Notes in gross income for Federal income tax purposes under Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), and the regula- tions promulgated thereunder and under the Internal Revenue Code of 1954, as amended. Particularly, the City will not take any action or omit to take any action, which action or omission, if reasonably expected on the date of the initial issuance and delivery of the Notes, would have caused any of the Notes to be "arbitrage bonds" within the meaning of Section 148 of the Code. SECTION 13. AMENDMENTS. Without the consent of any Note- holders, the Commission may, from time to time and at any time, adopt such resolutions supplemental hereto as shall not be incon- sistent with the terms and provisions hereof (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 provi- sion herein or to make any other provisions with respect to matters or questions arising under this Resolution which may not be inconsistent with the provisions of this Resolution, provided such action shall not adversely affect the interest of the Note- holders, or (b) to modify, amend or supplement this Resolution or any supplement or amendment hereto in such manner as to permit the Notes to be rated by any nationally recognized securities rating service. SECTION 14. QUALIFICATION FOR THE DEPOSITORY TRUST COM- PANY. If determined by the Director of Finance to be necessary or desirable, the Paying Agent shall be 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 (or any of its designees identified to the Paying Agent) by overnight delivery, courier service, tele- gram, telecopy or other similar means of communication. No such arrangements with DTC may adversely affect the interests of any of the Noteholders, provided, however, that the Paying Agent 6 _ shall not be liable with respect to any such arrangements it may make pursuant to this Section. SECTION 15, 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 (includ- ing, but not limited to, the procurement of credit enhancement to secure the Notes) as shall be necessary and appropriate to accom- plish the performance of the obligations of the City in respect thereof. The Mayor, Vice Mayor or City Manager is hereby autho- rized 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 16. NEGOTIATED SALE REQUIRED. The Commission hereby finds, ascertains, determines and declares that a negoti- ated sale of the Notes is in the best interest of the City and is necessary on the basis of the following reasons, as to which specific findings are hereby made: (i) the complex character of the issuance of the Notes requires lengthy and detailed struc- turing which could be unreasonably restricted by the lack of the flexibility of bidders at competitive sale; and (ii) 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. SECTION 17. NOTE PURCHASE AGREEMENT APPROVED. The pro- posal 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 copy of which is attached hereto as Exhibit B to this Resolution (the "Note Purchase Agreement"), is hereby adopted as to form. 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 Pur- chase Agreement, provided such price, terms and conditions are in compliance in all respects with the terms of Section 4 of this Resolution. Subject to the foregoing, the Mayor or Vice Mayor, and the City Attorney as to the form of the Note Purchase Agree- ment, are hereby authorized, empowered and directed, in the name and on behalf of the City, to execute and deliver the Note Pur- chase Agreement in form substantially equivalent to the form attached hereto as Exhibit B, with such changes, additions and deletions as may be approved by the Mayor, the Vice Mayor or the City Manager, the execution of the Note Purchase Agreement by the Mayor or Vice Mayor and as to form by the City Attorney to be conclusive evidence of the approval of any such changes, addi- tions and deletions. SECTION 18. PRELIMINARY OFFERING MEMORANDUM RATIFIED. The prior use and distribution by the Underwriter of a Preliminary Offering Memorandum in connection with the offering and sale of the Notes is hereby ratified, confirmed and approved. SECTION 19. OFFERING MEMORANDUM APPROVED. The Commission hereby authorizes the preparation of the Offering Memorandum to be used in the actual offer and sale of the Notes to the public (the "Offering Memorandum") and hereby approves the Offering Memorandum, which shall be substantially in the form attached hereto as Exhibit C, 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 thereof by the Underwriter to the public. The Commission hereby approves future use by the Underwriter of the Offering Memorandum 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 Offering Memorandum which is necessary so that the Offering Memorandum does not include any untrue statement of a material fact and does not omit to state a material fact necessary to make the state- ments contained therein, in light of the circumstances under which they were made, not misleading. The Offering Memorandum and any supplement or amendment thereto shall be approved by the Mayor, the Vice Mayor or the City Manager, such approval to be evidenced by the execution of a certificate by the Mayor, the Vice Mayor or the City Manager and by the execution of an acknowledgment on such certificate by the City Attorney that the City Attorney has approved the Offering Memorandum as to form. The Mayor, the Vice Mayor or the City Manager is hereby authorized, empowered and directed to execute the Offering Memo- randum and any supplement or amendment thereto, after the Offering Memorandum or such supplement or amendment thereto has been approved as provided in this Section 19. SECTION 20. 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 (as hereinafter defined) under the provisions of this Resolution. Notes for the payment of which when due suffi- cient moneys or sufficient noncallable direct obligations of, or obligations the principal of and the interest on which are uncon- ditionally 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 Reso- lution. Such investments will be considered sufficient if said investments, with interest, mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal when due on the Notes. For the purposes of this Resolution, the term "Outstand- ing" shall mean, as of any date, Notes theretofore or then being issued under the provisions of this Resolution, except: (i) Notes for the payment of which moneys equal to the principal amount thereof, with interest to the date of maturity, shall be held by the Paying Agent in trust (whether at or prior to maturity), and (ii) Notes in lieu of or in substitution for which other Notes shall have been delivered pursuant to Section 8 hereof. SECTION 21. REMEDIES. Any Noteholder or any trustee act- ing for such Noteholder in the manner hereinafter provided may by suit, action, mandamus or other proceeding in any court of compe- tent 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 22. 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 23. 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. 8 - SECTION 24. TIME OF TAKING EFFECT. This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED this 12th day of tober, 9. AVIER L. S (SEAL) A Z, M yor ATTES RATTY HIRAI, City Clerk APPROVED AS TO FORM AND CORRECTNESS: t ty Attorney AMN No. NR- Interest Rate: Principal Amount: Registered Owner: EXHIBIT A [Form of Note] UNITED STATES OF AMERICA STATE OF FLORIDA THE CITY OF MIAMI, TAX ANTICIPATION SERIES 1989 Maturity Date: FLORIDA NOTE, Issue Date: CUSIP.. , 1990 October _, 1989 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 represent- atives, on the Maturity Date specified above, upon the present- ation and surrender hereof, 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) until payment of such Principal Amount, such interest to the payment hereof being payable on the Maturity Date. The principal of and interest on this note are payable upon presentation and surrender hereof at the principal corporate trust office of NCNB National Bank of Florida in Tampa, Florida (the "Paying Agent"). 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 1989", 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 October 12, 1989 (the "Resolution"), for the purpose of paying the appropriations made for the fiscal year of the City ending September 30, 1990 in anticipation of the receipt of ad valorem taxes required to be deposited in the General Fund 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, 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 notes, but the notes shall be payable in accordance with the provisions of the Resolu- tion solely from 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, Dade County, Florida, or the State of Florida or any political sub- division 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 City's ad valorem taxes collected during the City's fiscal year ending September 30, 1990. The notes are issuable as registered notes without coupons in denominations of $5,000 or any integral multiple thereof. At the principal corporate trust office of the Paying Agent, in the manner and subject to the limitations and conditions provided in the Resolution and without cost except for any tax or other governmental charge, notes may be exchanged for an equal aggre- gate principal amount of registered notes of authorized denomina- tions. 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. 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 manu- ally or with her facsimile signature. THE CITY OF MIAMI, FLORIDA By: Mayor (SEAL) ATTEST: APPROVED AS TO FORM AND CORRECTNESS By: City Clerk City Attorney A-2 L-t�4;�;M w CERTIFICATE OF AUTHENTICATION This is one of the notes of the issue designated therein and issued under the provisions of the Resolution mentioned therein. Da, ;authentication: A-3 as Paying Agent By: Authorized Officer 4 [Form of Abbreviations for Note] The following abbreviations, when used in the inscription on the within note shall be construed as though they were written out in full according to applicable laws or regulations. TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with the right of survi- vorship and not as tenants in common UNIFORM GIFT MIN ACT - Custodian (Cust) (Minor) Under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list [Form of Assignment for Note] For value received, the undersigned hereby sells, assigns and transfers unto the within note, and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney to transfer the said note on the registration book, with full power of sub- stitution 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 altera- tion of any change whatever. 4w Ak EXHIBIT B [Form of Note Purchase Agreement] EXHIBIT C (Form of Offering memorandum) i CITY OF MIAMI, FL.ORIOA INTER -OFFICE MEMORANDUM CAw25 Honorable Mayor and September 50, 1989 To: Member of the City Commission BATE: RILE: Authorization to Issue SUBJECT: Tax Anticipation Notes FROM: Cesar Od i O REFERENCES: City Manager ENCLOSURES: Recommendation: It is recommended that the attached resolution authorizing the issuance of Tax Anticipation Notes in an amount not to exceed $20 million and for a period not to exceed one year be approved. Background: Historically the City starts receiving Ad Valorem tax collections in late December. However the City continues to incur expenses during the early months of the fiscal year. In order to efficiently manage the cash resources of the City it is recommended that funds be borrowed in anticipation of receiving the tax revenues. - Since the notes are tax exempt and not due for one year the City can invest the funds for approximately nine months (January thru September) at a rate greater than the interest rate of the notes. Historically this difference has been 1.5%. On $20 million this would generate approximately $225,000 of interest income to the general fund. /mc I1 A XR .. h