Loading...
HomeMy WebLinkAboutR-03-0456J-03-426 04/29/03 RESOLUTION NO. _03— 4456 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $25,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2003, FOR THE PURPOSE OF REFUNDING A PORTION OF THE CITY'S OUTSTANDING GENERAL OBLIGATION REFUNDING BONDS, SERIES 1993; PROVIDING THAT SUCH GENERAL OBLIGATION REFUNDING BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE BONDS; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; APPOINTING A PAYING AGENT AND A BOND REGISTRAR; APPOINTING AN ESCROW AGENT; APPROVING THE FORM OF ESCROW DEPOSIT AGREEMENT; APPROVING UNCERTIFICATED, BOOK -ENTRY ONLY REGISTRATION OF SAID BONDS WITH THE DEPOSITORY TRUST COMPANY; DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE AND OBTAIN A MUNICIPAL BOND INSURANCE POLICY TO INSURE SAID BONDS AND TO EXECUTE AND DELIVER ANY RELATED AGREEMENTS; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND AUTHORIZING THE EXECUTION OF AN AGREEMENT WITH RESPECT THERETO; PROVIDING FOR THE APPOINTMENT OF A VERIFICATION AGENT; AUTHORIZING ALL REQUIRED ACTIONS; AND PROVIDING AN EFFECTIVE DATE. Section 1. Authority. This Resolution is adopted pursuant to the Charter of the City of Miami, Florida; Sections 132.33 - 132.47, Florida Statutes; the Constitution of the State of Florida, including, but not limited to, Article VII, Section 12, thereof, and other applicable provisions of law. r 7 T y F �.d a C frA 0 0 8 2003 03 Section 2. Definitions. As used herein, unless the context otherwise requires: "Act" means the Constitution and other applicable laws of the State of Florida, including, but not limited to, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes and Sections 132.33-132.47, Florida Statutes; and the Charter of the City. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the City as a depository, which is authorized under Florida law to be a depository of municipal funds and which has complied with all applicable state and federal requirements concerning the receipt of City funds. "Bondholder" or "registered owner" means the person in whose name any Series 2003 Bond is registered on the registration books maintained by the Bond Registrar. "Bond Purchase Agreement" means the Bond Purchase Agreement with respect to the Series 2003 Bonds between the Underwriters and the City. "Bond Registrar" means, initially, Wachovia Bank, National Association and, thereafter, any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Series 2003 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 2003 Bonds. "City" means the City of Miami, Florida. "City Commission" means the City Commission of the City. "City Manager" means the City Manager or any acting City Manager of the City or his designee. "Clerk" means the City Clerk or any acting City Clerk of the City or her designee. "Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated or applicable thereunder. "City Attorney" means the City Attorney of the City or any designated assistant City Attorney. "Escrow Agent" means the bank or trust company at any time serving as Escrow Agent under the Escrow Deposit Agreement, with the initial Escrow Agent being Wachovia Bank, National Association. "Escrow Deposit Agreement" means the agreement, by and between the City and the Escrow Agent, the purpose of which is to provide for payment of the Refunded Bonds. 2 03- 456 "Finance Director" means the Finance Director of the City or any acting Finance Director or his designee. "First Union Escrow Agreement" means that certain Escrow Agreement dated as of March 17, 1997, by and among First Union National Bank of Florida (now known as Wachovia Bank, National Association), The Oversight Board, acting through its committee, the Fiscal Sufficiency Advisory Board, and the City, as the same may be supplemented or amended. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12 -month period as may hereafter be designated as the fiscal year of the City. "Government Obligations" means: (a) Direct obligations of, or obligations guaranteed by, the United States of America; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (ii) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described in clause (a) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and interest on the bonds and obligations of the character described in clause (a) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (b) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate; (c) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed by the United States of America or any other agency or instrumentality of the United States of America or of any corporation wholly-owned by the United States of America; and ®3- 456 (d) Evidences of ownership of proportionate interests in future interest and principal payments on obligations described in (a) held by a bank or trust company as custodian. "Mayor" means the Mayor of the City or, in his absence or inability to perform, such member of the City Commission as may be appointed as acting Mayor of the City. "Official Statement" means that certain Official Statement with respect to the issuance of the Series 2003 Bonds, as such Official Statement shall be approved by the Mayor and the City Manager in accordance with the provisions of this Resolution. "Outstanding" or "Bonds Outstanding" means all Series 2003 Bonds which have been issued pursuant to this Resolution except: (a) Series 2003 Bonds cancelled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Series 2003 Bonds, the payment or redemption for which cash funds or Government Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special account with the Paying Agent, whether upon or prior to the maturity or redemption date of any such Series 2003 Bond, in an amount which, together with earnings on such Government Obligations, will be sufficient to pay the principal of and interest on such Series 2003 Bonds at maturity or upon their earlier redemption; provided that, if such Series 2003 Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this Resolution or irrevocable instructions directing the timely publication of such notice and directing the payment of the principal of, redemption premium, if any, and interest on all Series 2003 Bonds at such redemption dates shall have been given to the Paying Agent; (c) Series 2003 Bonds which are deemed paid pursuant to Section 6.F. hereof; and (d) Series 2003 Bonds in exchange for or in lieu of which other Series 2003 Bonds have been authenticated and delivered pursuant to this Resolution. "Paying Agent" means, initially, Wachovia Bank, National Association and, thereafter, any other agent which is an Authorized Depository, designated by the City by resolution to serve as a Paying Agent for the Series 2003 Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, redemption premium, if any, and interest on the Series 2003 Bonds to the registered owners thereof, from funds made available therefor by the City, and any successors designated pursuant to this Resolution. "Paying Agent and Registrar Agreement" means the Paying Agent and Registrar Agreement with respect to the Series 2003 Bonds between the City and Wachovia Bank, 4 03- 456 National Association, or any successor thereto in its capacity as Paying Agent and Bond Registrar. "Preliminary Official Statement" means the Preliminary Official Statement relating to the Series 2003 Bonds, to be dated as of the date of its distribution. "Refunded Bonds" means the City's remaining outstanding $31,860,000 General Obligation Refunding Bonds, Series 1993 maturing July 1, 2004 through July 1, 2013, to be refunded with a portion of the proceeds of the Series 2003 Bonds. "Series 2003 Bonds" means the City of Miami, Florida General Obligation Refunding Bonds, Series 2003 authorized to be issued pursuant to this Resolution in the not to exceed aggregate principal amount of $25,000,000. "Underwriters" means, collectively, Jackson Securities, LLC, Lehman Brothers, Inc., Morgan Stanley & Co, Incorporated, J.P. Morgan Securities Inc. and UBS PaineWebber Inc. Words in this Resolution importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations or other entities including governments or governmental bodies. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Section 3. Findings and Determinations. It is hereby ascertained, determined and declared that: A. The full faith, credit and taxing power of the City are pledged to the payment of the principal of, redemption premium, if any, and interest on the Refunded Bonds. B. It is in the best interest of the City, its citizens and taxpayers to take advantage of the existing favorable market conditions and the prevailing low interest rates through the issuance of the Series 2003 Bonds in order to provide funds to refund the Refunded Bonds. C. The City is authorized under the Act to issue refunding bonds and to deposit the proceeds thereof in escrow to provide for the payment when due of the principal of, redemption premium, if any, and interest on the Refunded Bonds. D. The Series 2003 Bonds shall be issued only at a lower net average interest cost rate than the net average interest cost rate of the Refunded Bonds, and the rate of interest borne by the Series 2003 Bonds shall not exceed the maximum interest rates established pursuant to the terms of Section 215.84, Florida Statutes. It is estimated that the present value of the total debt service savings anticipated to accrue to the City from the issuance of the Series 2003 Bonds and the refunding of the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds, calculated in accordance with Section 132.35(2), Florida Statutes, shall result in a net present value debt service savings of at least three percent (3.0%) of the debt service on the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds. 5 03- 456 E. The principal amount of the Series 2003 Bonds shall not exceed an amount sufficient to pay the sum of the principal amount of the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds, the aggregate amount of unmatured interest payable on such Refunded Bonds to and including either the applicable maturity date thereof or the date that they are called for redemption, the redemption premium, if any, related to such Refunded Bonds that are called for redemption, and the costs of issuance of the Series 2003 Bonds, including, but not limited to, costs of bond insurance, if any, all in accordance with Section 132.35, Florida Statutes. F. The sum of the present value of the total payments of principal and interest to become due on the Series 2003 Bonds (excluding all such principal and interest payments as will be made with moneys held by the Escrow Agent under the Escrow Deposit Agreement) and the present value of costs of issuance of the Series 2003 Bonds, if any, not paid with proceeds of the Series 2003 Bonds, will be less than the present value of the principal and interest payments to become due at their stated maturities, or earlier mandatory redemption dates, on the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds. G. The Series 2003 Bonds shall in no event mature later than forty (40) years from the date of issuance of the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds. H. The first installment of principal of the Series 2003 Bonds shall mature not later than the first stated maturity of the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds occurring after the issuance of the Series 2003 Bonds. I. The Series 2003 Bonds shall not be issued until such time as the Finance Director of the City shall have filed a certificate with the City Commission setting forth the present value of the total debt service savings which will result from the issuance of the Series 2003 Bonds to refund the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds, computed in accordance with the terms of Section 132.35, Florida Statutes, and demonstrating mathematically that the Series 2003 Bonds are issued at a lower net average interest cost rate than the Refunded Bonds to be refunded with the proceeds of the Series 2003 Bonds. J. In accordance with Section 218.385(1), Florida Statutes, as amended, the City Commission hereby finds, determines and declares, based upon the advice of RBC Dain Rauscher Inc., financial advisor to the City (the "Financial Advisor"), that a negotiated sale of the Series 2003 Bonds is in the best interest of the City for the following reasons: (i) the complex structure and timing of the issuance of the Series 2003 Bonds and the refunding of the Refunded Bonds require extensive planning, and it is not practical for the City and the Financial Advisor to engage in such planning within the time constraints and uncertainties inherent in a competitive bidding process; and (ii) it is necessary to be able to sell the Series 2003 Bonds when market conditions are most favorable in order to attain the most favorable interest rates on the Series 2003 Bonds; the vagaries of the current and near future municipal bond market demand 6 03-'456 that the Underwriters have the maximum time and flexibility to price and market the Series 2003 Bonds, in order to obtain the most favorable interest rates available. Section 4. Contract. In consideration of the acceptance of the Series 2003 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City and the Bondholders. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Bondholders, and all Series 2003 Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. Section 5. Authority for Refunding of the Refunded Bonds and Issuance of Series 2003 Bonds. The refunding of the Refunded Bonds is hereby authorized. Subject and pursuant to the provisions hereof, the Series 2003 Bonds to be known as "City of Miami, Florida, General Obligation Refunding Bonds, Series 2003" are hereby authorized to be issued at one time or as needed in one or more series in an aggregate principal amount of not exceeding Twenty -Five Million Dollars ($25,000,000), for the purpose of refunding the Refunded Bonds and paying the costs of issuance of the Series 2003 Bonds, including, but not limited to, costs of bond insurance. The Series 2003 Bonds shall not be issued unless the issuance thereof and the refunding of the Refunded Bonds results in a net present value savings of at least three percent (3.0%) of the debt service on such Refunded Bonds. Section 6. Authorization of Series 2003 Bonds; Terms; Redemption and Form of Series 2003 Bonds. A. The City Manager is hereby authorized and directed to award the Series 2003 Bonds to the Underwriters at a purchase price of not less than ninety-nine percent (99%) (inclusive of underwriters' discount, but not inclusive of any net original issue discount; the net original issue discount may be such as is necessary to market and sell the Series 2003 Bonds) of the original principal amount of the Series 2003 Bonds and at a true interest cost rate ("TIC") not to exceed four percent (4.0%) (the "Maximum TIC") per annum. The Series 2003 Bonds shall be dated such date, shall be issued in such principal amount, shall bear interest from the date thereof, payable on the first day of July of each year, commencing on such date, at the rates, and shall mature in accordance with the maturity schedule, set forth in the Bond Purchase Agreement, as such dates, principal amount, rates and maturity schedule may be approved by the City Manager, with the execution and delivery of the Bond Purchase Agreement as described in Section 7 hereof being conclusive evidence of the City's approval, provided that the TIC shall not exceed the Maximum TIC. The Series 2003 Bonds shall be issued as fully registered, book -entry only bonds in the denomination or $5,000 each or any integral multiple thereof through the book -entry only system maintained by The Depository Trust Company, New York, New York ("DTC"), which will act as securities depository for the Series 2003 Bonds, as further described in Section 25 hereof. The Series 2003 Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. 7 03- 456 B. The Series 2003 Bonds shall be numbered consecutively from 1 upward preceded by the letter "R" prefixed to the number. The principal of and redemption premium, if any, on the Series 2003 Bonds shall be payable upon presentation and surrender at the principal office of the Paying Agent. Interest on the Series 2003 Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series 2003 Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 2003 Bonds subsequent to such Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date; provided, however, that (i) if ownership of Series 2003 Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if such Series 2003 Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the holder of $1,000,000 or more in principal amount of Series 2003 Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such holder (such bank being a bank within the continental United States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder. In the event of any default in the payment of interest, such defaulted interest shall be payable to the persons in whose names such Series 2003 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Series 2003 Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2003 Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. The registration of any Series 2003 Bond may be transferred upon the registration books upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney-in-fact or legal representative containing written instructions as to the details of the transfer of such Series 2003 Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2003 Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2003 Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. The City and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Series 2003 Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Series 2003 Bond shall be delivered. The City, the Bond Registrar, and the Paying Agent may treat the registered owner of any Series 2003 Bond as the absolute owner of such Series 2003 Bond for the purpose of receiving payment of the principal thereof and the interest and redemption premium, if any, thereon. 63- 456 Series 2003 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2003 Bonds, or other authorized denominations of the same series and maturity. C. The Series 2003 Bonds shall be executed in the name of the City by the Mayor and the seal of the City shall be imprinted, reproduced or lithographed on the Series 2003 Bonds and attested to and countersigned by the Clerk. In addition, the City Attorney shall sign the Series 2003 Bonds, showing approval of the form and correctness thereof. The signatures of the Mayor, the Clerk and the City Attorney on the Series 2003 Bonds may be by facsimile. If any officer whose signature appears on the Series 2003 Bonds ceases to hold office before the delivery of the Series 2003 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2003 Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Series 2003 Bond shall be the proper officers to sign such Series 2003 Bond, although at the date of such Series 2003 Bond or the date of delivery thereof such persons may not have been such officers. Only such of the Series 2003 Bonds as shall have been endorsed thereon by a certificate of authentication substantially in the form hereinafter set forth in Section 6.J. hereof, duly manually executed by the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Series 2003 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly manually executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2003 Bond shall be conclusive evidence that such Series 2003 Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Series 2003 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Series 2003 Bonds that may be issued hereunder at any one time. The foregoing notwithstanding, if, at any time, the City serves as the Bond Registrar under this Resolution, any Series 2003 Bonds delivered during such time that the City serves as the Bond Registrar shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Series 2003 Bond so authenticated shall be entitled to the benefits of this Resolution. D. If any Series 2003 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Series 2003 Bond, or (ii) pay a Series 2003 Bond that has matured or is about to mature. A mutilated Series 2003 Bond shall be surrendered to and cancelled by the Bond Registrar. The Bondholder must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Series 2003 Bond; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the City's or its agent's reasonable expenses. Any such duplicate Series 2003 Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2003 Bond be at any time found by anyone, and such duplicate Series 2003 Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Series 2003 Bond so mutilated, destroyed, or stolen or lost. we 03— 45 E. The Series 2003 Bonds may be made subject to redemption prior to their maturity at such times and in such manner as set forth in the Bond Purchase Agreement and approved by the City Manager pursuant to the authority described herein. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all registered owners of the Series 2003 Bonds or portions of the Series 2003 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Series 2003 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2003 Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 2003 Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the redemption price to be paid and, if less than all of the Series 2003 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Series 2003 Bonds to be redeemed and, in the case of Series 2003 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2003 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 2003 Bond shall also state that on or after the redemption date, upon surrender of such Series 2003 Bond, a new Series 2003 Bond or Series 2003 Bonds in a principal amount equal to the unredeemed portion of such Series 2003 Bond will be issued. Any notice mailed as provided in this Section shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2003 Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2003 Bond after the mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of redemption. F. Notice having been given in the manner and under the conditions hereinabove provided, the Series 2003 Bonds or portions of Series 2003 Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption of such Series 2003 Bonds or portions of Series 2003 Bonds on such date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Paying Agent in trust for the registered owners of the Series 2003 Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Series 2003 Bonds or portions of Series 2003 Bonds so called for redemption shall cease to accrue, such Series 2003 Bonds and portions of Series 2003 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the registered owners of such Series 2003 Bonds or portions of Series 2003 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the next subsection, to receive Series 2003 Bonds for any unredeemed portions of the Series 2003 Bonds. 10 03- 456 G. In case part but not all of an Outstanding fully registered Series 2003 Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Series 2003 Bond to the designated Paying Agent for payment of the principal amount thereof so called for redemption, and the City shall execute and deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance of the principal amount of the Series 2003 Bonds so surrendered, a Series 2003 Bond or Series 2003 Bonds fully registered as to principal and interest. H. Series 2003 Bonds or portions of Series 2003 Bonds that have been duly called for redemption under the provisions hereof, and with respect to which amounts sufficient to pay the principal of, redemption premium, if any, and interest to the date fixed for redemption shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized Depository or any Paying Agent (other than the City) in trust for the registered owners thereof, as provided in this Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive the payment of the redemption price on or after the designated date of redemption from moneys deposited with or held by the escrow agent, Authorized Depository or Paying Agent (other than the City), as the case may be, for such redemption of the Series 2003 Bonds and, to the extent provided in the preceding subsection, to receive Series 2003 Bonds for any unredeemed portion of the Series 2003 Bonds. I. If the date for payment of the principal of, redemption premium, if any, or interest on the Series 2003 Bonds shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. J. The text of the Series 2003 Bonds, the form of assignment for such Series 2003 Bonds and the authentication certificate to be endorsed thereon shall be substantially in the following form, with such omissions, insertions and variations as may be necessary or desirable and authorized by this Resolution or as may be approved and made by the officers of the City executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as may be required for the issuance of uncertificated public obligations: [Remainder of page left intentionally blank.] 11 03- 456 [Form of Series 2003 Bond] No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI GENERAL OBLIGATION REFUNDING BOND, SERIES 2003 Original Interest Rate Maturit�Date Dated Date % 1, , 2003 REGISTERED OWNER: PRINCIPAL AMOUNT: CUSIP The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources pledged therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated corporate trust office of Wachovia Bank, National Association, in Miami, Florida, as the Paying Agent for the Bonds, or any successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the principal sum, or until provision for the payment thereof has been duly provided for, such interest being payable on the first day of and the first day of of each year, commencing on , 2003. Interest will be paid by check or draft mailed to the registered owner hereof at his address as it appears on the registration books of the City maintained by Wachovia Bank, National Association, as Bond Registrar, at the close of business on the fifteenth (15 h) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Bond subsequent to each Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the registered owners of Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5h) day (whether or not a business day) preceding the date of mailing. This Bond is one of an authorized issue of bonds in the aggregate principal amount of $ of like date, tenor and effect, except as to number, maturity (unless all bonds 12 03- 456 mature on the same date) and interest rate, issued to provide for the refunding, on a current basis, the City's General Obligation Refunding Bonds, Series 1993, dated September 1, 1993 maturing July 1, 2004 through July 1, 2013, (the "Refunded Bonds" ), pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the Constitution, the Charter of the City, Chapter 166, Florida Statutes, Sections 132.33 - 132.47, Florida Statutes, Resolution No. _- duly adopted by the City on , 2003 (the "Resolution"), and other applicable provisions of law. This Bond is subject to all the terms and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. The full faith, credit and taxing power of the City are pledged to the punctual payment of the principal of, redemption premium, if any, and interest on the Bonds, as the same shall become due and payable. Reference is made to the Resolution for the provisions, among others, relating to the terms, lien and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the holders of the Bonds, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. [INSERT REDEMPTION PROVISIONS] Notice of call for redemption is to be given by mailing a copy of the redemption notice at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Resolution. Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or portion thereof with respect to which no such failure or defect has occurred. All such Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE. This Bond 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. 13 03- 456 IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Bond and has caused the same to be signed by its Mayor and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon, all as of the day of , 2003. CITY OF MIAMI, FLORIDA (SEAL) ATTESTED AND COUNTERSIGNED: Mayor City Clerk APPROVED AS TO FORM AND CORRECTNESS By: City Attorney 14 03- 06 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Resolution. Wachovia Bank, National Association as Bond Registrar Authorized Officer Date of Authentication: [To be printed on the reverse side of Registered Bonds] ADDITIONAL BOND PROVISIONS This Bond may be transferred upon the registration books of the City upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Bond or by his attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Bond or Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. The City and the Bond Registrar may charge the owner of such Bond for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Bond shall be delivered. If the date for payment of the principal of, redemption premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and affect as if made on the nominal date of payment. 15 3- 456 The City has established a book -entry system of registration for the series of Bonds of which this is one. Except as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement. It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision has been made for the levy and collection of an annual tax, without limitation as to rate or amount, upon all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), in addition to all other taxes sufficient to pay the principal of and interest on the Bonds as the same shall become due and payable, which tax shall be assessed, levied and collected at the same time and in the same manner as other taxes are assessed, levied and collected within the corporate limits of the City; and that the full faith, credit and taxing power of the City are pledged to the punctual payment of the principal of, redemption premium, if any, and interest on the Bonds, as the same shall become due and payable. [Form of Abbreviations for Series 2003 Bonds] The following abbreviations, when used in inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the (Cust) (Minor) entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. 16 03- 456 ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney to registrar the transfer of the within Bond on the books kept for registration and registration of the transfer thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [End of Form of Series 2003 Bond] 17 03- 456 Section 7. Authorization and Approval of Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Bond Purchase Agreement, within the parameters for the Bonds set forth in Section 6.A. of this Resolution. Upon compliance by the Underwriters with the requirements of Section 218.385(2) and (3), Florida Statutes, and Section 218.385(6), Florida Statutes, by filing the "truth -in -bonding statement" and the "disclosure statement" required by said statutory provisions, the Mayor or in the event of the Mayor's unavailability, the City Manager, is hereby authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "A", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney and the City's bond counsel. The execution, attestation and delivery of the Bond Purchase Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Section 8. Authorization and Approval of Negotiated Sale of Series 2003 Bonds. Based on the findings set forth in Section 3.J. hereof, the City Commission hereby approves the negotiated sale of the Series 2003 Bonds to the Underwriters, and the Series 2003 Bonds shall be sold and awarded to the Underwriters, upon the terms and conditions set forth herein and as set forth in the Bond Purchase Agreement. Section 9. Application of Series 2003 Bond Proceeds. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 2003 Bonds shall be applied by the City, simultaneously with delivery of the Series 2003 Bonds, as follows: (1) Accrued interest, if any, shall be deposited in the account designated "City of Miami 2003 General Obligation Refunding Bonds Principal and Interest Account" (the "Principal and Interest Account") which is hereby established with the City, who shall apply such moneys to pay interest on the Series 2003 Bonds as the same becomes due on the first interest payment date therefor. (2) An amount which, together with investment earnings thereon, is equal to the principal of and interest and redemption premium, if any, on the Refunded Bonds, when due, in accordance with the schedules to be attached to the Escrow Deposit Agreement, shall be transferred to the Escrow Agent for deposit into the Escrow Fund established pursuant to the Escrow Deposit Agreement and shall be used and applied pursuant to and in the manner described in the Escrow Deposit Agreement to pay the principal of, redemption premium, if any, and interest on the Refunded Bonds. (3) The remainder of the proceeds shall be deposited in a separate account designated "City of Miami 2003 General Obligation Refunding Bonds Cost of Issuance Account" which is hereby established with the City and shall be disbursed for payment of expenses incurred in connection with the issuance of the Series 2003 Bonds (including payment of the expenses of the City). Any balance remaining after payment or provision for payment of such costs and 18 63- 456 expenses has been made shall be transferred to the Principal and Interest Account and used solely to pay principal of and interest on the Series 2003 Bonds. The foregoing funds and accounts are held in trust for the payment of principal and interest on the Series 2003 Bonds and the designation and establishment of such funds and accounts shall not be construed to require the establishment of any completely independent funds and accounts, but rather is intended to constitute an allocation of moneys collected and held pursuant to the terms of this Resolution. Section 10. Investment of Proceeds of the Series 2003 Bonds. All proceeds of the Series 2003 Bonds held by the Escrow Agent shall be invested only in Government Obligations, as provided in the respective Escrow Deposit Agreement. Proceeds of the Series 2003 Bonds representing accrued interest on the Series 2003 Bonds transferred to the City pursuant to the provisions of Section 9 above may be invested by the City in such investments as are permitted by applicable law. Section 11. Levy of Ad Valorem Tax; Payment and Pledge. In each Fiscal Year while any of the Series 2003 Bonds are outstanding there shall be assessed, levied and collected a tax, without limitation as to rate or amount, on all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), in addition to all other taxes, sufficient in amount to pay the principal of and interest on the Series 2003 Bonds as the same shall become due. The tax assessed, levied and collected for the security and payment of the Series 2003 Bonds shall be assessed, levied and collected in the same manner and at the same time as other taxes are assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment of the principal of, redemption premium, if any, and interest on the Series 2003 Bonds. On or before each interest or principal payment date for the Series 2003 Bonds, the City shall transfer or cause to be transferred to the Paying Agent, an amount sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2003 Bonds then due and payable and the Paying Agent is hereby authorized and directed to apply such funds to said payment. The foregoing notwithstanding, the City shall comply with the deposit requirements of the First Union Escrow Agreement, as such deposit requirements apply to the Series 2003 Bonds, for so long as such First Union Escrow Agreement is in full force and effect. The full faith, credit and taxing power of the City are hereby irrevocably pledged to the punctual payment of the principal of, interest on and redemption premium, if any, with respect to the Series 2003 Bonds as the same shall become due and payable. The City will diligently enforce its right to receive tax revenues and will diligently enforce and collect such taxes. The City will not take any action that will impair or adversely affect its rights to levy, collect and receive said taxes, or impair or adversely affect in any manner the pledge made herein or the rights of the Bondholders. Section 12. Compliance With Tax Requirements. The City hereby covenants and agrees, for the benefit of the owners from time .to time of the Series 2003 Bonds, to comply with 19 03- 456 the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on the Series 2003 Bonds 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: (a) the City shall not use or permit the use of any proceeds of the Series 2003 Bonds or any other funds of the City, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the City with respect to the Series 2003 Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would cause any such Series 2003 Bonds to be a "private activity bond" within the meaning of Section 141 or an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of Section 149(b), of the Internal Revenue Code of 1986, as amended (the "Code"), or otherwise cause interest on such Series 2003 Bonds to become subject to federal income taxation; (b) the City shall, at all times, do and perform all acts and things permitted by law and the Resolution which is necessary or desirable in order to ensure that interest paid on such Series 2003 Bonds will be excluded from gross income for purposes of federal income taxes and shall take no action that would result in such interest not being so excluded; and (c) the City shall pay or cause to be paid to the United States Government any amounts required by Section 148(f) of the Code and the regulations thereunder (the "Regulations"). In order to ensure compliance with the rebate provisions of Section 148(f) of the Code with respect to any Series 2003 Bonds for which the City intends on the date of issuance thereof to be excluded from gross income for purposes of federal income taxation, the City hereby creates the City of Miami, Florida General Obligation Refunding Bonds, Series 2003, Rebate Account" (the "Rebate Account") to be held by the City. The Rebate Account need not be maintained so long as the City timely satisfies its obligation to pay any rebatable earnings to the United States Treasury; however, the City may, as an administrative convenience, maintain and deposit funds in the Rebate Account from time to time. Moneys in the Rebate Account (including earnings and deposits therein) shall be held for future payment to the United States Government as required by the Regulations and as set forth in instructions of the City's bond counsel delivered to the City upon issuance of such Series 2003 Bonds. The City understands that the foregoing covenants impose continuing obligations on the City to comply with the requirements of the Code so long as such requirements are applicable. Section 13. Anmroval of Form of Escrow Deposit Agreement,• Appointment of Escrow Agent. The execution and delivery of the Escrow Deposit Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Escrow Deposit Agreement. The Mayor or in the event of the Mayor's 20 63- 456 unavailability, the City Manager, is hereby authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the Escrow Deposit Agreement in substantially the form approved at this meeting and attached hereto as Exhibit `B", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney and the City's bond counsel. The execution, attestation and delivery of the Escrow Deposit Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Wachovia Bank, National Association is hereby appointed as Escrow Agent under the Escrow Deposit Agreement. Section 14. _Approval of Form of Paving Agent and Registrar Agreement; Appointment of Paving Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Paying Agent and Registrar Agreement. The Mayor or in the event of the Mayor's unavailability, the City Manager, is hereby authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Registrar Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "C", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney and the City's bond counsel. The execution, attestation and delivery of the Paying Agent and Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Wachovia Bank, National Association is hereby appointed as the initial Paying Agent and the initial Bond Registrar for the Series 2003 Bonds. Section 15. Preliminga Official Statement, Official Statement. The use of a Preliminary Official Statement in connection with the marketing of the Series 2003 Bonds is hereby authorized. The Preliminary Official Statement in substantially the form attached hereto as Exhibit "D" is hereby approved with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager. The Mayor is hereby authorized to approve and execute, on behalf of the City, an Official Statement relating to the Series 2003 Bonds with such changes from the Preliminary Official Statement, within the authorizations and limitations contained herein, as the Mayor in consultation with the City Manager, the City Attorney, the City's bond counsel and the City's disclosure counsel in his sole discretion, may approve, such execution to be conclusive evidence of such approval. The City Manager is hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The City Manager or his designee is hereby authorized to provide for the printing of the Preliminary Official Statement and the Official Statement by the lowest and most responsive bidder therefor and the payment of the cost of such printing is hereby authorized to be paid from the proceeds of the Series 2003 Bonds. Section 16. Election to Call Refunded Bonds, Publication of Notice of Redemption. The City Commission hereby elects to call and redeem the Refunded Bonds as set forth in the Escrow Deposit Agreement. The City will, and hereby authorizes and directs the paying agent for the Refunded Bonds to, cause to be given notice of redemption of the Refunded Bonds, all as 21 o3- 456 and to the extent required by the authorizing resolution pursuant to which the Refunded Bonds were issued. Section 17. Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Series 2003 Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2003 Bonds under the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure undertaking, including provisions for enforcement, amendment and termination, the Finance Director is hereby authorized and directed to sign and deliver, in the name and on behalf of the City, one or more Continuing Disclosure Agreements (the "Continuing Disclosure Agreement"), in substantially the form attached hereto as Exhibit "E", with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the Finance Director. The execution of the Continuing Disclosure Agreement, for and on behalf of the City by the Finance Director, shall be deemed conclusive evidence of the City's approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the Continuing Disclosure Agreement or this Section 17 shall not constitute a default under this Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. The Finance Director is further authorized and directed to establish, or cause to be established, procedures in order to ensure compliance by the City with the Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Finance Director shall consult with, as appropriate, the City Attorney, the City's bond counsel or the City's disclosure counsel. The Finance Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney, the City's bond counsel or the City's disclosure counsel in determining whether a filing should be made. Section 18. Municipal Bond Insurance. In order to produce the lowest true interest cost possible for the Series 2003 Bonds or any portion thereof, the City Manager is hereby authorized to secure a municipal bond insurance policy, if, after consultation with the Finance Director and the Financial Advisor, the City Manager determines that obtaining such municipal bond insurance policy is in the best interests of the City. The City is hereby authorized to provide for the payment of any premium on such municipal bond insurance policy from the proceeds of the issuance of the Series 2003 Bonds and to enter into such agreement as may be necessary to secure such municipal bond insurance policy, with the City Manager's execution of any such agreement to be conclusive evidence of the City's approval thereof, provided, however, that such agreement shall be in form and substance satisfactory to the Finance Director, the City Attorney and to the City's bond counsel. The provisions of any such agreement shall supersede any inconsistent provision of this Resolution. Section 19. Further Authorizations. The Mayor and the City Manager or either of them and the Clerk, the Finance Director and the City Attorney and such other officers and employees of the City as may be designated by the Mayor and the City Manager or either of them are each designated as agents of the City in connection with the sale, issuance and delivery of the Series 2003 Bonds and are authorized and empowered, collectively or individually, to take 22 63- 456 all action and steps and to execute all instruments, documents and contracts on behalf of the City, including, but not limited to, the filing of any required subscriptions for United States Treasury Securities - State and Local Government Series and the execution of documentation required in connection with the negotiated sale of the Series 2003 Bonds to the Underwriters, that are necessary or desirable in connection with the sale, execution and delivery of the Series 2003 Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Bond Purchase Agreement, the Escrow Deposit Agreement, the Continuing Disclosure Agreement or any action relating to the Series 2003 Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 2003 Bonds. Any and all costs incurred in connection with the issuance of the Series 2003 Bonds and/or the refunding of the Refunded Bonds are hereby authorized to be paid from the proceeds of the Series 2003 Bonds. Section 20. Modification or Amendment. This Resolution may be modified and amended by the City from time to time prior to the issuance of the Series 2003 Bonds. Thereafter, no modification or amendment of this Resolution or of any resolution or ordinance amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made without the consent in writing of the owners of not less than a majority in aggregate principal amount of the Outstanding Series 2003 Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Series 2003 Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 2003 Bond, (c) that would affect the unconditional promise of the City to levy and collect taxes as herein provided, or (d) that would reduce such percentage of owners of the Series 2003 Bonds required above for such modifications or amendments, without the consent of all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Series 2003 Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. Section 21. Defeasance and Release. If, at any time after the date of issuance of the Series 2003 Bonds (a) all Series 2003 Bonds secured hereby or any maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption (if applicable), or the City gives the Paying Agent irrevocable instructions directing the payment of the principal of, redemption premium, if any, and interest on such Series 2003 Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination thereof, (b) the full amount of the principal, redemption premium, if any, and the interest so due and payable upon all of such Series 2003 Bonds then outstanding or any portion of such Series 2003 Bonds, at maturity or upon redemption (if applicable), shall be paid, or sufficient moneys shall be held by an escrow agent who shall be an Authorized Depository or any Paying Agent (other than the City) in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested in Government Obligations maturing not later than the maturity or redemption (if applicable) dates of such principal, redemption premium, if any, and interest, will, together with the income realized on such investments, be sufficient to pay all such principal, redemption premium, if any, and interest on said Series 2003 Bonds at the maturity thereof or the date upon which such Series 2003 Bonds are to be called for redemption (if applicable) prior to maturity, and (c) provision shall also be made for paying all other sums payable hereunder by the City allocable to such Series 2003 Bonds, then and in that case the right, title and interest of such 23 63- 456 Bondholders hereunder shall thereupon cease, determine and become void; otherwise, this Resolution shall be, continue and remain in full force and effect. Notwithstanding anything in this Section 21 to the contrary, however, the obligations of the City under Section 12 hereof shall remain in full force and effect until such time as such obligations are fully satisfied. Section 22. Severability. If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provision of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Series 2003 Bonds issued hereunder. Section 23. No Third Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto and the owners and holders of the Series 2003 Bonds issued under and secured by this Resolution, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the owners and holders from time to time of the Series 2003 Bonds issued hereunder. Section 24. Controlling Law, Members of City Commission of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized and provided by the Act. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City Commission of the City in his individual capacity, and neither the members of the City Commission nor any official executing the Series 2003 Bonds shall be liable personally on the Series 2003 Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City Commission or such members thereof. Section 25. Qualification for the Depository Trust Company. Notwithstanding any other provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify the Series 2003 Bonds for deposit with DTC, and the taking of all actions required by DTC, wire transfers of interest and principal payments with respect to the Series 2003 Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Series 2003 Bonds and provisions of notice with respect to Series 2003 Bonds registered by DTC (or any of its designees identified to the City, the Bond Registrar or the Paying Agent) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. Section 26. Appointment of Verification Agent. The City hereby appoints KPMG, Miami, Florida as Verification Agent with respect to the Series 2003 Bonds and the refunding of the Refunded Bonds. The fees and expenses of the Verification Agent are hereby authorized to be paid from the proceeds of the Series 2003 Bonds. 24 03- 456 Section 27. Effective Date. This Resolution shall be effective immediately upon its adoption and signature of the Mayor.l PASSED AND ADOPTED this ATTEST: 8 th day of May � SiA4w. PRI ILLA A. THOMPSON CIT CLERK APPRO A F AND CORRECTNESS: W RNEY 19:tr:AS 2003. I*"dPNUEL A. DIAZ, MAYOR �i If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. 25 03- 456 EXHIBIT "A" BOND PURCHASE AGREEMENT A-1 43- 456 EXHIBIT "B" ESCROW DEPOSIT AGREEMENT 03- 456 EXHIBIT "C" PAYING AGENT AND REGISTRAR AGREEMENT C-1 03- 456 EXHIBIT "D" PRELIMINARY OFFICIAL STATEMENT D-1 03- 456 EXHIBIT "E" CONTINUING DISCLOSURE AGREEMENT E-1 03- 456 CITY OF MIAMI, FLORIDA 41 A INTER -OFFICE MEMORANDUM Administrative Recommendation: It is respectfully recommended that the City Commission adopt the attached resolution authorizing the issuance not to exceed $25,000,000 in aggregate principal of General Obligation Bonds, Series 2003. (The "Series 2003 Bonds"). The Series 2003 Bonds are being issued for the purpose of (i) refunding portion of the City's General Obligation Refunding Bonds, Series 1993 that will produce a saving of approximately $1.0 million and (ii) paying certain costs and expenses incurred in connection with the issuance of the Series 2003 Bonds, including the premium for municipal bond insurance policy. The resolution delegates to the City Manager the determination of certain matters and details concerning the bonds, including negotiating and obtaining a municipal bond insurance policy and a debt service reserve surety for the bonds. The resolution also authorizes the negotiated sale of the bonds. Background: The resolution sets the parameters under which the City Manager may execute a bond purchase agreement for the transaction and the percentage of the saving that must be realized for the issuance to be finalized. Attached to the resolution are: the Bond Purchase Agreement, the Escrow Deposit Agreement, the Registrar and Paying Agent Agreement, the Preliminary Official Statement and the Continuing Disclosure Agreement applicable to the refunding. All of these documents have been drafted by or reviewed by our Bond Counsel, Bryant, Miller and Olive and Disclosure Counsel, Squire, Sanders and Dempsey. The sale of the Series 2003, as proposed, will meet the City Finance Committee's stated criteria with regard to these refunding bonds a level annual debt service requirements for the refunded bonds. The City's Finance Committee also approved the negotiated sale of the refunding bonds. k JA/LH//mm 03- 456