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HomeMy WebLinkAboutR-23-0439City of Miami Resolution R-23-0439 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 14719 Final Action Date: 9/28/2023 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $285,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF SPECIAL OBLIGATION NON -AD VALOREM REVENUE BONDS, SERIES 2023, IN ONE OR MORE SERIES, FROM TIME TO TIME, FOR THE PURPOSE OF, TOGETHER WITH OTHER AVAILABLE MONEYS, PAYING THE COST OF THE DEVELOPMENT, CONSTRUCTION AND EQUIPPING OF THE NEW ADMINISTRATION BUILDING FOR THE CITY AND RELATED PARKING AND OTHER IMPROVEMENTS RELATED THERETO; PROVIDING FOR THE RIGHTS AND SECURITY OF ALL HOLDERS OF BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE CITY MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM LEGALLY AVAILABLE NON -AD VALOREM REVENUES BUDGETED AND APPROPRIATED BY THE CITY FOR SUCH PURPOSE; APPOINTING A BOND REGISTRAR; AUTHORIZING A BOOK -ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING THE NEGOTIATED SALE AND AWARD FROM TIME TO TIME BY THE CITY MANAGER OF THE BONDS TO THE UNDERWRITERS, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE BOND PURCHASE AGREEMENTS; APPROVING THE FORM OF AND DISTRIBUTION OF ONE OR MORE PRELIMINARY OFFICIAL STATEMENTS AND OFFICIAL STATEMENTS AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE OFFICIAL STATEMENTS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12 AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE DISCLOSURE DISSEMINATION AGENT AGREEMENTS WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; CREATING CERTAIN FUNDS AND ACCOUNTS AND PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE BONDS; DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE AND OBTAIN ONE OR MORE BOND INSURANCE POLICIES AND/OR RESERVE ACCOUNT INSURANCE POLICIES FOR DEPOSIT TO THE CREDIT OF A SUBACCOUNT OF THE DEBT SERVICE RESERVE ACCOUNT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AGREEMENTS WITH THE PROVIDER(S) THEREOF; PROVIDING COVENANTS FOR THE PROVIDER(S) OF SUCH BOND INSURANCE POLICY AND/OR RESERVE ACCOUNT INSURANCE POLICY; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on December 8, 2016, the City Commission of the City of Miami, Florida (the "City") adopted Resolution No. R-16-0611 accepting Lancelot Miami River, LLC ("Lancelot"), an affiliate of Adler Group ("Adler"), as the top ranked proposer to City Request for Proposals No. 15-16-009 (the "RFP") for the development of a new City administrative building; and City of Miami Page 1 of 38 File ID: 14719 (Revision:) Printed On: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 WHEREAS, pursuant to Resolution No. R-18-0324 adopted on July 26, 2018, the City authorized a special election to be held on Tuesday, November 6, 2018, for the purpose of submitting to the qualified electors of the City, for their approval or disapproval, the proposed lease of the Property (defined therein) as set forth in the Ballot Question (defined therein) and supporting documentation; and WHEREAS, on November 6, 2018, the Ballot Question was approved by the electorate, as acknowledged by the City pursuant to Resolution No. R-18-0554 adopted on December 13, 2018; and WHEREAS, on January 24, 2019, the City Commission adopted Resolution No. R-19- 0050 accepting the City Manager's recommendation to select the "Nexus Riverside Site," located at 230 Southwest 3 Street, Miami, Florida ("Nexus Site"), as the location for the new City administrative building and to negotiate and execute the necessary agreements for the development of the new administrative building at the Nexus Site; and WHEREAS, on June 27, 2019, the City Commission adopted Resolution No. R-19-0254 authorizing the City Manager to execute an agreement and lease with Lancelot for the City to lease approximately 3.15 acres of City -owned property located at 444 and 460 Southwest 2nd Ave, Miami, Florida to Lancelot for a ninety-nine (99) year term for an annual rent equal to $3,620,000.00, which will increase in the sixth (6th) lease year to the greater of $3,620,000.00, increasing 1.5% annually thereafter, or 3% of gross revenues, with an option to purchase at $69,400,000.00, increasing by 2% per year upon the 10th anniversary of the commencement date as defined in the lease, with other terms and conditions more particularly described in the lease; and WHEREAS, the City Commission, pursuant to Resolution No. 19-0255 adopted June 27, 2019, awarded under the RFP the acquisition of the Nexus Site from Adler and the design, development, construction, and installation of the new administration building project (the "Original Project"); and WHEREAS, the City Commission adopted Resolution No. R-19-0256 on June 27, 2019, declaring the City's official intent to issue the Financing Mechanism (as defined therein) in a form acceptable to the City Attorney and Bond Counsel, in the total expected maximum principal amount of One Hundred Fifty Million Dollars ($150,000,000.00) including costs of issuance and, to the extent permissible under the Code (as defined below) regarding the tax-exempt special obligation bonds, use a portion of the tax-exempt special obligation bonds to reimburse the City for funds advanced by it for Original Expenditures (as defined therein) incurred and to be incurred with respect to the Original Project; and WHEREAS, the City executed a Development Management & Construction Agreement with Lancelot, dated November 21, 2019, for the acquisition of the Nexus Site from Adler and the design, development, construction, and installation of the Original Project; and WHEREAS, the City Commission, pursuant to Resolution No. 22-0218 adopted on June 9, 2022, approved the relocation of the Original Project to the former Melreese Golf Course Clubhouse, which is located on a portion of Folio No. 01-3132-000-0090 and located generally at 1802 NW 37th Avenue, Miami, Florida 33125 ("Melreese Site"), and further authorized the City Manager to negotiate the necessary and appropriate amendments to the Development Management & Construction Agreement with Lancelot, in a form acceptable to the City Attorney, for the development of the Original Project on the Melreese Site (such Original Project on the Melreese Site is referred to as the "Amended Project"); and City of Miami Page 2 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 WHEREAS, on May 2, 2023, at a duly and properly noticed meeting, the City's Finance Committee recommended approval of the City to issue special obligation non -ad valorem revenue bonds to pay the cost of the Amended Project; and WHEREAS, on June 29, 2023, at a duly and properly noticed meeting, the City's Finance Committee recommended approval of the City's selection of underwriters for the issuance of the special obligation non -ad valorem revenue bonds authorized pursuant to this Resolution; and WHEREAS, the City Commission adopted Resolution No. R-23-0411 on September 14, 2023, updating Resolution No. R-19-0256 declaring the City's official intent to issue the Financing Mechanism (as defined therein) in a form acceptable to the City Attorney and Bond Counsel, in the total expected maximum principal amount of Two Hundred Fifty Million Dollars ($250,000,000.00) including costs of issuance and, to the extent permissible under the Code regarding the tax-exempt special obligation bonds, use a portion of the tax-exempt special obligation bonds to reimburse the City for funds advanced by it for Original Expenditures (defined therein) incurred and to be incurred with respect to the Amended Project at the Melreese Site; and WHEREAS, the City is authorized to negotiate and execute the Amended and Restated Development Management & Construction Agreement with Lancelot for the development, construction, and equipping of the Amended Project, and for certain capital improvements infrastructure projects related thereto to be located at the Melreese Site (collectively, the "Administration Center Project"); and WHEREAS, included in the City's Multi -Year Capital Plan are Project No. 40-B223119 Oracle Cloud Startup for the setup of new Oracle Cloud system, and Project No. 40-B223104 SplashBl Software Implementation - EiS Software Upgrade for the Splash BI Software Implementation, training, migration, DBA Services, QA, testing, project management, annual user costs, and Oracle EBS Application Connector (collectively, the "Oracle Project" and, together with the Administration Center Project, the "Project"); and WHEREAS, the City adopted Resolution No. R-22-0014 on January 13, 2022, authorizing the City to enter into a Municipal Payment Plan Agreement ("MPPA") with Oracle Credit Corporation ("OCC") to provide for the acquisition and implementation of standard functionality for the Oracle Cloud applications, modules, and processes and the acceptance of the payment plan submitted by Oracle Credit Corporation in a not -to -exceed total aggregate amount of Eighteen Million, Eight Hundred Five Thousand, Seven Hundred Sixty -One and 00/100 dollars ($18,805,761.00) for the acquisition and implementation of Oracle Cloud applications modules and processes; and WHEREAS, the City never incurred debt pursuant to the MPPA; and WHEREAS, the City believes it is in the best interest of the City to terminate the MPPA and rescind in its entirety Resolution No. R-22-0014; and WHEREAS, pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, and the Charter of the City of Miami, Florida, as amended, the City is authorized to issue its special obligation non -ad valorem revenue bonds for the purposes of (i) financing the costs of the development, construction, and equipping of the City of Miami Page 3 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 Project, and (ii) to authorize the issuance of special obligation non -ad valorem revenue bonds; and WHEREAS, the City now desires to issue one or more series of special obligation non - ad valorem revenue bonds, in an aggregate principal amount not exceeding Two Hundred Eighty -Five Million Dollars ($285,000,000.00) for the purposes described herein; and WHEREAS, based on the findings set forth in this Resolution, the City Commission deems it in the best financial interests of the City that the Series 2023 Bonds (as hereinafter defined) be sold by negotiated sale to the Underwriters (as hereinafter defined) on such date and at such time as set forth in the Bond Purchase Contract (as hereinafter defined) authorized by this Resolution and to, among other things, authorize the distribution and use of a Preliminary Official Statement, and to authorize the distribution, use, execution, and delivery of a final Official Statement relating to the Series 2023 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 4 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 TABLE OF CONTENTS Page Article I DEFINITIONS 7 Section 101 Incorporation of Recitals 7 Section 102 Meaning of Words and Terms 7 Section 103 Interpretations 13 Section 104 Authority for this Resolution 13 Section 105 Resolution Constitutes Contract 13 Article II DETAILS OF SERIES 2023 BONDS; ISSUANCE OF SERIES 2023 BONDS 13 Section 201 Issuance and Details of the Series 2023 Bonds 13 Section 202 Form of Series 2023 Bonds 20 Section 203 Authentication of Series 2023 Bonds 20 Section 204 Exchange of Series 2023 Bonds 21 Section 205 Registration of Transfer of Series 2023 Bonds 21 Section 206 Ownership of Series 2023 Bonds 21 Section 207 Preparation of Definitive Series 2023 Bonds; Temporary Series 2023 Bonds22 Section 208 Execution of Bonds 22 Section 209 Mutilated, Destroyed, Stolen or Lost Bonds 22 Article III SECURITY, COVENANTS, FUNDS, AND APPLICATION THEREOF 23 Section 301 Series 2023 Bonds not to be Indebtedness of City 23 Section 302 Security for Series 2023 Bonds 23 Section 303 Application of Bond Proceeds 23 Section 304 Covenants of the City with Respect to Non -Ad Valorem Revenues 24 Section 305 Series 2023 Reserve Account(s) 27 Section 306 Investment of Funds 28 Section 307 Books and Records 29 Section 308 No Impairment of Contract 29 Section 309 Discharge and Satisfaction of Bonds 29 Section 310 Events of Default 30 Section 311 Additional Debt 31 Article IV CONCERNING THE BOND REGISTRAR 32 Section 401 Appointment and Acceptance of Duties 32 Section 402 Responsibilities of Bond Registrar 32 Section 403 Evidence On Which Bond Registrar May Act 32 Section 404 Compensation 33 Section 405 Certain Permitted Acts 33 Section 406 Merger or Consolidation 33 Section 407 Adoption of Authentication 33 Section 408 Resignation or Removal of Bond Registrar and Appointment of Successor 33 Section 409 Vacancy 34 Article V MISCELLANEOUS PROVISIONS 34 Section 501 Modification or Amendment 34 Section 502 Tax Covenants 36 Section 503 Parties Who Have Rights under Resolution 36 Section 504 Unclaimed Money 36 Section 505 Severability of Invalid Provisions 36 City of Miami Page 5 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 Section 506 Florida Law Controls 37 Section 507 No Recourse Against Members Officers or Employees of City 37 Section 508 Expenses Payable under Resolution 37 Section 509 Payments Due on Sundays and Holidays 37 Section 510 Headings 37 Section 511 Further Authority 37 Section 512 Repeal of Inconsistent Resolutions 38 Section 513 Effective Date 38 EXHIBIT "A" — EXHIBIT "B" — EXHIBIT "C" EXHIBIT "D" FORM OF SERIES 2023 BOND FORM OF BOND PURCHASE AGREEMENT — DRAFT PRELIMINARY OFFICIAL STATEMENT — FORM OF CONTINUING DISCLOSURE AGREEMENT City of Miami Page 6 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 ARTICLE I DEFINITIONS Section 101 Incorporation of Recitals. The City Commission hereby finds, determines, and incorporates as part of this Resolution the matters set forth in the foregoing recitals. Section 102 Meaning of Words and Terms. In addition to words and terms elsewhere defined in this Resolution, the following words and terms as used in this Resolution shall have the following meanings, unless some other meaning is plainly intended: "Account" means an account created and established under this Resolution. "Act" means the Constitution of the State, Chapter 166, Florida Statutes, as amended, the City of Miami Charter, and the City of Miami Code of Ordinances, as amended. "Administration Center Project" means the development, construction, and equipping of the new City administration facility and related parking facilities located at the Melreese Site, which is located on a portion of Folio No. 01-3132-000-0090 and located generally at 1802 NW 37th Avenue, Miami, Florida 33125. "Amortization Requirements" means such moneys required to be deposited in the Bond Redemption Account for the purpose of the mandatory redemption or payment at maturity of any Term Bonds, the specific amounts and times of such deposits to be set forth in the City Manager's Certificate. "Annual Debt Service Requirement" for any Fiscal Year, as applied to the Series 2023 Bonds or any portion thereof, or such other Debt, as described in this Resolution, as applicable, shall mean the respective amounts which are needed to provide: (a) For paying the interest on all Bonds then Outstanding which is payable on each Interest Payment Date in such Fiscal Year; (b) For paying the principal of all Serial Bonds then Outstanding which is payable upon the maturity of such Serial Bonds in such Fiscal Year; and (c) The Amortization Requirements, if any, for the Term Bonds for such Fiscal Year. For purposes of computing (a), (b) and (c) above, (i) any principal, interest or Amortization Requirements due on October 1 in a Fiscal Year shall be deemed due in the preceding Fiscal Year, (ii) if all or a portion of the principal of or interest on Bonds is payable from funds irrevocably set aside or deposited for such purpose, together with projected earnings thereon to the extent such earnings are projected to be from Permitted Investments, such principal or interest shall not be included in determining Annual Debt Service Requirements if such funds and/ or Permitted Investments will provide moneys which shall be sufficient to pay when due such principal and interest, (iii) if all or a portion of the principal of or interest on the Series 2023 Bonds is payable City of Miami Page 7 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 from any source other than Non -Ad Valorem Revenues, such portion of principal or interest shall not be included in the determination of Annual Debt Service Requirements. For purposes of computing (a), (b) and (c) above, in connection with this Resolution, "Bonds" shall include any Debt as described in this Resolution. "Authorized Denominations" means denominations of Five Thousand and 00/100 Dollars ($5,000.00) and integral multiples thereof. "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. "Bond Counsel" means Squire Patton Boggs (US) LLP. "Bond Insurance Policy" shall mean the financial guaranty insurance policy to be issued by a bond insurer guaranteeing the payment when due of the principal of and interest on the Series 2023 Bonds as provided therein. "Bond Purchase Contract" or "Bond Purchase Agreement" means the Bond Purchase Contract(s) between the City and the Underwriters in the form authorized pursuant to Section 201(j) hereof. "Bond Registrar" means initially U.S. Bank Trust Company, National Association and thereafter, the City or any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Series 2023 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 2023 Bonds. "Bond Year" means the period commencing the second day of March in each year and ending on the first day of March of the following year or such other time period selected by the City in accordance with the Tax Compliance Certificate. "Bonds" or "Series 2023 Bonds" means, collectively, the Series 2023 Bonds authorized to be issued hereunder and includes all series of the Series 2023 Bonds if issued in multiple series. "Business Day" means any day, other than a Saturday, Sunday, or legal holiday, on which commercial banks are open for business in the State of Florida and in New York, New York and on which the New York Stock Exchange is open. "Chief Financial Officer" means the Chief Financial Officer of the City or any person designated to act on the Chief Financial Officer's behalf, or the officer or officers succeeding the principal functions of that office. "City" means the City of Miami, Florida, a municipal corporation of the State of Florida. "City Attorney" means the City Attorney of the City, any person designated by the City Attorney to act on the City Attorney's behalf, or any person succeeding to the principal functions of the office. City of Miami Page 8 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 "City Clerk" means the City Clerk of the City, any person designated by the City Clerk to act on the City Clerk's behalf, or any person succeeding to the principal functions of the office. "City Commission" or "Commission" means the City Commission of the City. "City Manager" means the City Manager, any person designated by the City Manager to act on the City Manager's behalf, or the officer or officers succeeding to the principal functions of that office. "City Manager's Certificate" means the certificate dated the date of the sale of the Series 2023 Bonds to be executed by the City Manager, which certificate shall provide certain details of the Series 2023 Bonds as required under this Resolution. "Code" shall mean the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulation promulgated or applicable thereunder. "Continuing Disclosure Agreement" shall mean the Disclosure Dissemination Agent Agreement to be entered into between the City and the Disclosure Dissemination Agent. "Costs of Issuance" or "Issuance Costs" means all costs and expenses of issuance of the Bonds, including, but not limited to: (i) underwriter's discount and fees; (ii) counsel fees, including, without limitation, bond counsel, and disclosure counsel fees, as well as counsel fees for the City related to the issuance of the Bonds; (iii) financial advisor fees related to the issuance of the Bonds; (iv) rating agency fees related to the issuance of the Bonds; (v) paying agent and certifying and authenticating agent fees related to issuance of the Bonds; (vi) accounting fees and expenses related to the issuance of the Bonds; and (viii) printing costs of the Bonds and of the preliminary and final official statements related to the issuance of the Bonds; provided, however, that with respect to the Issuance Costs paid from proceeds of Tax - Exempt Bonds, for purposes of determining compliance with the limitation on the financing of Issuance Costs under the Code, "Issuance Costs" shall be limited to those costs treated as costs of issuance under Treasury Regulations § 1.150-1(b). "Disclosure Counsel" means Bryant Miller Olive P.A. "Disclosure Dissemination Agent" shall mean Digital Assurance Certification, L.L.C. "DTC" means The Depository Trust Company, New York, New York. "Finance Director" or "Director of Finance" means the Finance Director of the City, any person designated to act on the Finance Director's behalf, or the officer or officers succeeding the principal functions of that office. "Financial Advisor" means PFM Financial Advisors LLC and its successors and assigns. "Fiscal Year" shall mean that period commencing on October 1 and continuing to and including the next succeeding September 30, or such other annual period as may be prescribed by law or by the City in accordance with law. "Fitch" shall mean Fitch Ratings, its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Fitch" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. City of Miami Page 9 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 "Fund" shall mean a fund created and established under this Resolution. "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 Series 2023 Bonds or other obligations by the obligor to give due notice of redemption and to call such Series 2023 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 Series 2023 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 Series 2023 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 (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. "Holder," "Holder of Bonds," "Owner," "Registered Owner," or "Bondholder" means any person who shall be the registered owner of any Outstanding Bond or Bonds. "Intent Resolution" means, collectively, Resolution No. R-19-0256 adopted on June 27, 2019, as updated by Resolution No. R-23-0411 adopted on September 14, 2023. "Interest Payment Date" means when the dates specified herein on which interest is stated to be due thereon, and any date on which interest becomes due thereon on account of the early redemption thereof or on account of the happening of an event which, under the terms of such Series 2023 Bonds, requires a payment of interest to be made thereon. "Mayor" means the Mayor of the City, or in his absence or inability to perform such member of the City Commission designated pursuant to the Act to act on the Mayor's behalf, or any person succeeding to the principal function of that office. City of Miami Page 10 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 "Moody's" shall mean Moody's Investors Services, Inc., its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Moody's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein. "Official Statement" means the final Official Statement with respect to the Series 2023 Bonds. "Oracle Project" means, collectively, Project No. 40-B223119 Oracle Cloud Startup for the setup of new Oracle Cloud system, and Project No. 40-B223104 SplashBl Software Implementation - EiS Software Upgrade for the Splash BI Software Implementation, training, migration, DBA Services, QA, testing, project management, annual user costs, and Oracle EBS Application Connector. "Outstanding" when used with reference to the Series 2023 Bonds, shall mean, as of any date of determination, all Bonds theretofore authenticated and delivered except: (a) Bonds theretofore canceled by the Bond Registrar or delivered to the Bond Registrar for cancellation; (b) Bonds which are deemed paid and no longer Outstanding as provided herein; (c) Bonds in lieu of which other Bonds have been issued pursuant to the provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory to the Bond Registrar has been received that any such Bond is held by a bona fide purchaser; and (d) For purposes of any consent or other action to be taken hereunder by the Holders of a specified percentage of principal amount of Bonds, Bonds held by or for the account of the City. "Paying Agent" means initially U.S. Bank Trust Company, National Association and thereafter, the City or any other agent which is an Authorized Depository, designated from time to time by the City, by resolution, to serve as a Paying Agent for the Series 2023 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 2023 Bonds to the registered owners thereof from funds made available therefor by the City. "Permitted Investments" shall mean and include such obligations as shall be permitted to be legal investments of the City by the laws of the State. "Pledged Funds" shall mean, collectively, all moneys, securities and instruments held in the Funds and Accounts created and established by this Resolution for the Series 2023 Bonds. "Preliminary Official Statement" means the Preliminary Official Statement with respect to the Series 2023 Bonds. "Project" means, collectively, the Administration Center Project and the Oracle Project. City of Miami Page 11 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 "Project Costs" means the cost of development, construction, and equipping of the Project, including capitalized interest during construction, as applicable. "Providers" means the Providers of any Bond Insurance Policy. "Record Date" means, for the Series 2023 Bonds, the close of business on the fifteenth (15th) day (whether or not a Business Day) of the month preceding each Interest Payment Date. "Reserve Account Insurance Policy" shall mean the insurance policy, surety bond or other acceptable evidence of insurance, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or securities on deposit therein. The issuer providing such insurance shall be a municipal bond insurer rated, at the time of deposit in the Debt Service Reserve Account, in any of the two highest rating categories of Moody's, Standard & Poor's and Fitch. "Reserve Account Letter of Credit" shall mean the irrevocable, transferable letter of credit, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or securities on deposit therein. The issuer providing such letter of credit shall be a banking association, bank or trust company or branch thereof rated, at the time of deposit into the Debt Service Reserve Account, in any of the two highest rating categories of Moody's, Standard & Poor's and Fitch. "Reserve Account Requirement" means with respect to each series of Series 2023 Bonds, the amount be determined by the City Manager as the Reserve Account Requirement for such series of the Series 2023 Bonds and set forth in the Bond Purchase Contract, which amount may be $0, subject to any restrictions set forth in the Tax Compliance Certificate with respect to any Tax -Exempt Bonds. "Resolution" means this Resolution, as may be amended and supplemented from time to time in accordance with the provisions and terms hereof. "Rule" shall mean Rule 15c2-12 promulgated by the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. "Serial Bonds" shall mean the Series 2023 Bonds which shall be stated to mature in annual or semiannual installments but not including Term Bonds. "Standard & Poor's" shall mean S&P Global Ratings, a division of Standard & Poor's Financial Services LLC, its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Standard & Poor's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "State" means the State of Florida. "Taxable Bonds" means any series of the Series 2023 Bonds the interest on which is not intended to be excluded from gross income for federal income tax purposes. "Tax Compliance Certificate" means the Tax Compliance Certificate executed by the City in connection with the issuance of any series of the Series 2023 Bonds, the interest on which is intended to be excluded from gross income for federal income tax purposes. City of Miami Page 12 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 "Tax -Exempt Bonds" means any series of the Series 2023 Bonds the interest on which at original issuance is intended to be excluded from gross income for federal income tax purposes. "Term Bonds" shall mean the Series 2023 Bonds which shall be stated to mature on one date and for the amortization of which Amortization Requirements are required to be deposited into the Bond Redemption Account in the Sinking Fund. "Underwriters" means Jefferies LLC, as senior manager, and BofA Securities, Inc., Siebert Williams Shank & Co., LLC, Estrada Hinojosa & Company, Inc., and Wells Fargo Bank, N.A., as co -managers, or such other composition of investment banking firms as is approved by the City Manager and reflected in the Bond Purchase Contract. Section 103 Interpretations. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number in each case and vice versa. The word "person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. Words defined in Section 102 hereof that appear in this Resolution in lower case form shall have the meanings ascribed to them in the definitions in Section 102 unless the context shall otherwise indicate. Section 104 Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Act. Section 105 Resolution Constitutes Contract. In consideration of the acceptance of the Series 2023 Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution and any resolution adopted pursuant hereto shall be deemed to be and shall constitute a contract between the City and such Series 2023 Bondholders 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 Series 2023 Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Series 2023 Bonds over any other thereof except as expressly provided therein and herein. ARTICLE II DETAILS OF SERIES 2023 BONDS; ISSUANCE OF SERIES 2023 BONDS Section 201 Issuance and Details of the Series 2023 Bonds. (a) Authorization. Subject and pursuant to the provisions of this Resolution, there are hereby authorized' to be issued bonds of the City to be known as "Special Obligation Non -Ad Valorem Revenue Bonds, Series 2023 (New Administrative Building)." The Series 2023 Bonds are hereby authorized' to be issued in the aggregate principal amount not to exceed Two Hundred Eighty -Five Million Dollars ($285,000,000.00), with the exact aggregate principal amount of said Series 2023 Bonds to be determined by the City Manager as set forth in the Bond Purchase Contract. The Series 2023 Bonds shall be issued for the purpose of providing funds, together with other available moneys, to (i) fund the Project Costs, (ii) fund a deposit to 1 The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 13 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 the reserve account for the Series 2023 Bonds, if required, and (iii) pay the Costs of Issuance of the Series 2023 Bonds, including a premium in respect of any Bond Insurance Policy, Reserve Account Insurance Policy and Reserve Account Letter of Credit relating to the Series 2023 Bonds, if any. The Series 2023 Bonds may be issued in one or more tax-exempt or taxable series as Tax -Exempt Bonds or Taxable Bonds and any such series of Series 2023 Bonds shall be designated with such series designation as determined by the City Manager as to be set forth in the Bond Purchase Contract to be negotiated, executed, and delivered as referred to below. The Series 2023 Bonds shall be issued in such aggregate principal amount, shall be dated, shall mature on such date or dates, and in such principal amounts, shall be in the form of Serial Bonds or Term Bonds or a combination thereof, shall have such Interest Payment Dates, shall bear interest at such fixed or variable interest rates not to exceed the rates set forth in Section 201(b), with respect to any Term Bonds shall have such Amortization Requirements, shall have a Reserve Account Requirement, if required, and shall be subject to redemption at such times and at such prices, all as shall be determined by the City Manager, after consultation with the Director of Finance and the Financial Advisor, and set forth in the Bond Purchase Contract. The City Manager and all other City officials are authorized' to take all action deemed necessary in connection with the issuance, sale, and delivery of the Series 2023 Bonds, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel, Chief Financial Officer, Finance Director, and Financial Advisor. If any series of the Series 2023 Bonds are to be issued bearing interest at a variable interest rate, the City Manager's Certificate shall set for the mechanics for determining such variable interest rate, including the frequency of interest rate adjustments, the period for which any particular interest rate remains effective, the process for establishing new or successive terms of any particular interest rate, and the redemption provisions applicable to any such term or successive term. The Series 2023 Bonds shall be executed in the manner set forth in this Resolution and shall be deposited with the Bond Registrar for authentication but prior to or simultaneously with the authentication and delivery of the Series 2023 Bonds there shall be filed with the City Manager or his representative the following documents and opinions: (i) a copy, certified by the City Clerk, of this Resolution; (ii) a copy of the Bond Purchase Contract specifying or providing for the interest rate or rates for such Series 2023 Bonds and directing the delivery of such Series 2023 Bonds to or upon the order of the Underwriters upon payment of the purchase price therein; (iii) an opinion of Bond Counsel to the effect that (A) this Resolution and the Series 2023 Bonds are legal, valid and binding obligations of the City, (B) such Series 2023 Bonds constitute special obligations of the City payable in accordance with the provisions of the Resolution, and (C) the interest on such Series 2023 Bonds is excluded from gross income for federal income tax purposes (to the extent such Series 2023 Bonds are being issued as Tax -Exempt Bonds); (iv) an opinion of the City Attorney to the effect that (A) this Resolution has been duly adopted by the City, (B) the issuance of the Series 2023 Bonds City of Miami Page 14 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 has been duly authorized and (C) all conditions precedent to the delivery of such Series 2023 Bonds have been fulfilled; and (v) any additional documents or opinions as Bond Counsel, Disclosure Counsel, Financial Advisor, or the Underwriters of the Series 2023 Bonds (pursuant to the Bond Purchase Contract), may reasonably require. When (i) the documents mentioned above shall have been filed with the City Manager or his representative, (ii) the Series 2023 Bonds shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, and (iii) the Underwriters have paid to the City the purchase price of the Series 2023 Bonds, then the Bond Registrar shall deliver such Series 2023 Bonds at one time to or upon the order of the Underwriters as set forth in the Bond Purchase Contract. (b) Form, Denominations, Date, Interest Rates and Maturity Dates. The Series 2023 Bonds are issuable only in fully registered form and shall be in substantially the form thereof set forth in Exhibit "A" to this Resolution with such appropriate variations, omissions, and insertions as may be required therein and approved by the City Manager. The Series 2023 Bonds shall be issued in Authorized Denominations or such other denominations as determined by the City Manager and set forth in the City Manager's Certificate. The Series 2023 Bonds shall be dated on such date determined by the City Manager and set forth in the Bond Purchase Contract and shall bear interest as determined by the City Manager and set forth in the City Manager's Certificate. Interest on the Series 2023 Bonds shall be payable semiannually on March 1 and September 1 of each year (or on such other dates determi ned by the City Manager and reflected in the Bond Purchase Contract), commencing on such date as shall be determined by the City Manager. The Series 2023 Bonds shall mature on such date or dates, in such year or years but no later than March 1, 2053, shall be issued as either Serial Bonds and/or Term Bonds, and, if such Series 2023 Bonds are issued as Term Bonds, be subject to such Amortization Installments by operation of the Bond Redemption Account, shall bear interest at such fixed or variable rate or rates, may be subject to mandatory redemption and optional redemption, and optional and mandatory tender for purchase, all as determined by the City Manager and as set forth in the Bond Purchase Contract; provided, however, that the Series 2023 Bonds shall be sold to the Underwriters (i) at a purchase price of not less than ninety-nine percent (99%) (including the Underwriters' discount but excluding original issue discount or premium) of the original principal amount of the Series 2023 Bonds, and (ii) at a true interest cost rate not to exceed six percent (6%) per annum; provided that if any series of the Series 2023 Bonds are issued as taxable bonds, the maximum true interest cost on such Series 2023 Bonds shall not exceed eight percent (8%) per annum; and provided further, that for any series of the Series 2023 Bonds issued with variable interest rates, compliance with such maximum interest rates shall be determined on the basis of the initial rate of interest on such Series 2023 Bonds. Subject to the foregoing, the aggregate principal amount, maturities, interest rates, and other terms of the Series 2023 Bonds shall be as approved and determined by the City Manager and set forth in the Bond Purchase Contract, with the execution and delivery of the Bond Purchase Contract by the City Manager being conclusive evidence of the City's approval of the final details and prices of the Series 2023 Bonds. The Series 2023 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. The execution and delivery of the Series 2023 Bonds, substantially in the form mentioned above, is hereby authorized' and the execution of the Series 2023 Bonds for and on behalf of the City, whether by facsimile or manual signature, by the City Manager City of Miami Page 15 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 with the official seal of the City impressed or imprinted thereon and attested, whether by facsimile or manual signature, by the City Clerk, are hereby authorized' and shall be conclusive evidence of any such approval. All payments of interest on the Series 2023 Bonds shall be made by check mailed to the owners in whose names Series 2023 Bonds are registered on the Record Date; provided, however, that (i) if ownership of Series 2023 Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic funds transfer to the securities depository or its nominee or (ii) if such Series 2023 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 2023 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 Bond Registrar the amount necessary to pay the cost of such wire transfer or authorized the Bond Registrar to deduct the cost of such wire transfer from the payment due to such Holder. Notwithstanding anything in this paragraph to the contrary, any interest not punctually paid shall forthwith cease to be payable to the Holder on that payment date's Record Date and may be paid at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Bond Registrar, notice of which shall be given not less than 10 days prior to such special record date to such Holder. Interest on the Series 2023 Bonds bearing interest at a fixed rate of interest shall be computed on the basis of a 360-day year of twelve (12) 30-day months. Interest on the Series 2023 Bonds bearing interest at a variable rate of interest shall be computed as provided in the City Manager's Certificate. (c) Optional Redemption. The Series 2023 Bonds are subject to redemption prior to maturity at the option of the City, in whole or in part at any time, at such times and at the redemption prices as approved and determined by the City Manager as set forth in the Bond Purchase Contract. The execution and delivery of the Bond Purchase Contract by the City Manager shall be conclusive evidence of the City's approval of the optional redemption provisions contained therein relating to the Series 2023 Bonds. (d) Mandatory Sinking Fund Redemption. The Series 2023 Bonds consisting of Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to the extent of the Amortization Requirements therefor at the principal amount of such Series 2023 Bonds to be redeemed plus accrued interest to the date fixed for redemption but without premium for which there is an Amortization Requirement due on such Series 2023 Bonds. The Amortization Requirements and redemption date or dates for the Series 2023 Bonds consisting of Term Bonds shall be as approved and determined by the City Manager, all as set forth in the Bond Purchase Contract. The execution and delivery of the Bond Purchase Contract by the City Manager shall be conclusive evidence of the City's approval of the mandatory sinking fund redemption provisions contained therein relating to the Series 2023 Bonds. (e) Notice of Redemption. Notice of redemption for Series 2023 Bonds being redeemed shall be given by deposit in the U.S. mail 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 2023 Bonds or portions of the Series 2023 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 2023 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2023 Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set City of Miami Page 16 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 forth the date fixed for redemption, the rate of interest borne by each Series 2023 Bond being redeemed (if bearing interest at a fixed rate), the name and address of the Bond Registrar, the redemption price to be paid and, if less than all of the Series 2023 Bonds of a series then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Series 2023 Bonds to be redeemed and, in the case of Series 2023 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2023 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 2023 Bond shall also state that on or after the redemption date, upon surrender of such Series 2023 Bond, a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Series 2023 Bond will be issued. If the optional redemption of any of the Series 2023 Bonds is conditioned upon the receipt of sufficient moneys as described above, the notice of redemption which relates to such Series 2023 Bonds shall also state that the redemption is so conditioned. 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 2023 Bond receives such notice. Notice having been given in the manner and under the conditions hereinabove provided, the Series 2023 Bonds or portions of Series 2023 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 for such Series 2023 Bonds or portions of Bonds on such date; provided, however, that Series 2023 Bonds or portion of Series 2023 Bonds called for optional redemption and which redemption is conditioned upon the receipt of sufficient moneys as described above, shall not become due and payable on the redemption date if sufficient moneys to pay the redemption price of such Series 2023 Bonds or portions of Series 2023 Bonds have not been received by the Bond Registrar on or prior to the redemption date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Bond Registrar in trust for the registered owners of the Series 2023 Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Series 2023 Series 2023 Bonds or portions of Series 2023 Bonds so called for redemption shall cease to accrue, such Series 2023 Bonds and portions of Series 2023 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 2023 Bonds or portions of Series 2023 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided below, to receive Series 2023 Bonds for any unredeemed portions of the Series 2023 Bonds. In case part but not all of a Series 2023 Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Series 2023 Bond to the Bond Registrar 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 2023 Bonds so surrendered, a Series 2023 Bond or Series 2023 Bonds fully registered as to principal and interest. (f) Reserve Account Requirement for Series 2023 Bonds. The City Manager is hereby authorized' to establish one or more Reserve Account Requirements for the Series 2023 Bonds if the City Manager determines that such a Reserve Account Requirement is in the best interests of and advantageous to the City. The City Manager shall determine the amount of the Reserve Account Requirement, if any, for the Series 2023 Bonds, subject to the provisions of this Resolution. If the City Manager determines that the establishment of a Reserve Account Requirement for the Series 2023 Bonds is in the best interests of and advantageous to the City, the City Manager shall make further determinations as to whether the Reserve Account City of Miami Page 17 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 Requirement shall be funded from the proceeds of the Series 2023 Bonds, other moneys available to the City, a Reserve Account Insurance Policy, a Reserve Account Letter of Credit, or a combination of the foregoing. The determinations required to be made by the City Manager pursuant to this paragraph shall be made prior to the execution of the Bond Purchase Contract and shall be set forth in an exhibit to said Bond Purchase Contract together with all of the other details of the Series 2023 Bonds required to be determined by the City Manager. The execution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the determinations to be made by the City Manager pursuant to this paragraph. (g) Bond Insurance Policy; Reserve Account Insurance Policy; Reserve Account Letter of Credit. In order to produce the lowest true interest cost possible for the Series 2023 Bonds or any portion thereof, the City Manager is hereby authorized' to secure one or more Bond Insurance Policies, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit with respect to one or more series of Series 2023 Bonds, if, after consultation with the Director of Finance and the Financial Advisor, the City Manager determines that obtaining one or more Bond Insurance Policies, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit is in the best interests of the City. The City is hereby authorized' to provide for the payment of any premiums on such Bond Insurance Policies, Reserve Account Insurance Policies and Reserve Account Letters of Credit from the proceeds of the issuance of such Series 2023 Bonds and to enter into such agreements as may be necessary to secure one or more Bond Insurance Policies, Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, with the City Manager's execution of any such agreements, after consultation with the City Attorney and Bond Counsel, to be conclusive evidence of the City's approval thereof. The provisions of any such agreement shall supersede any inconsistent provision of this Resolution. (h) Approval of Paying Agent and Bond Registrar Agreement; Designation of Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Bond Registrar Agreement is hereby authorized' and approved. The City Manager is hereby authorized' and directed to negotiate and determine the final provisions of the Paying Agent and Bond Registrar Agreement, in a form acceptable to the City Attorney, Bond Counsel, Financial Advisor, Chief Financial Officer, and Finance Director. The City Manager is hereby authorized' to negotiate and execute and the City Clerk is hereby authorized' to attest to, seal, and deliver the Paying Agent and Bond Registrar Agreement, subject to such changes, insertions, 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, Bond Counsel, Financial Advisor, Chief Financial Officer, and Finance Director. The execution, attestation, and delivery of the Paying Agent and Bond 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. U.S. Bank Trust Company, National Association is hereby designated to serve as the Paying Agent and as Bond Registrar for the Series 2023 Bonds under this Resolution. (i) Findings Regarding Negotiated Sale of the Series 2023 Bonds. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines, and declares, based upon the advice of its Financial Advisor for the Series 2023 Bonds, that a negotiated sale of the Series 2023 Bonds is in the best interests of the City for the following reasons: (i) The structure, timing, and preference sale type for the issuance of the Series 2023 Bonds require extensive planning and pre -marketing and it is not practical for the City and the Financial Advisor to engage in such planning and City of Miami Page 18 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 pre -marketing within the time constraints and uncertainties inherent within a competitive bidding process; and (ii) The vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2023 Bonds in order to obtain the most favorable interest rates available. (j) Award. The City Manager is hereby authorized' to negotiate, to execute and deliver the Bond Purchase Contract, in substantially the form set forth in Exhibit "B" to this Resolution, with such changes, insertions, omissions, and such filling in of blanks therein acceptable to the City Attorney, the City Manager, the Chief Financial Officer, the Finance Director, the Financial Advisor, Bond Counsel, and Disclosure Counsel as may be necessary to evidence the final terms of the Series 2023 Bonds, all within the parameters for the Series 2023 Bonds set forth in this Resolution. Upon compliance by the Underwriters with the requirements of Section 218.385(2) and (6), by filing the "truth -in -bonding statement" and the "disclosure statement" required by said statutory provisions and Section 287.133, Florida Statutes, the City Manager is authorized1 to finalize the terms of and execute the Bond Purchase Contract and to deliver said Bond Purchase Contract to the Underwriters. The City hereby approves the public offering of the Series 2023 Bonds and sale of thereof to the Underwriters upon the terms and conditions set forth herein and as to be set forth in the Bond Purchase Contract to be negotiated by the City Manager. The execution and delivery of the Bond Purchase Contract by the City Manager shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions, or filling in of blanks. (k) Approval of Initial Draft Preliminary Official Statement and Official Statement. The use and distribution by the Underwriters of the Preliminary Official Statement in connection with the marketing of the Series 2023 Bonds in the draft form presented to the City Commission at this meeting and the draft form of which is attached hereto as Exhibit "C" is hereby approved and the City Manager is authorized' to update, finalize, and distribute such Preliminary Official Statement, in a form acceptable to the City Attorney, Chief Financial Officer, Finance Director, Financial Advisor, Bond Counsel, and Disclosure Counsel, with the permitted updates and permitted omissions, when such draft is deemed "final" by the City Manager. The City Manager, Chief Financial Officer, and Finance Director are authorized' and directed to update, finalize, and deliver a final Official Statement, in a form acceptable to the City Attorney, Bond Counsel, Disclosure Counsel, and Financial Advisor, in the name and on behalf of the City and thereupon to cause such final Official Statement to be delivered to the Underwriters within seven (7) Business Days of the execution of the Bond Purchase Contract with such variations as may be approved by the City Manager after consultation with the Financial Advisor, Chief Financial Officer, Finance Director, City Attorney, Disclosure Counsel, and Bond Counsel. The use and distribution of a final Official Statement, in substantially the form of the Preliminary Official Statement, and with such updates, terms, and provisions as modified to incorporate the final terms of the sale of the Series 2023 Bonds, subject to such changes, deletions, and additions as the City Manager, upon the advice of Chief Financial Officer, Finance Director, City Attorney, Disclosure Counsel, Financial Advisor, and Bond Counsel may deem necessary and appropriate, the execution of the final Official Statement for and on behalf of the City by the City Manager, Chief Financial Officer, and Finance Director being conclusive evidence of the City's approval of any such changes. (I) Continuing Disclosure Agreement. For the benefit of the Holders and beneficial owners from time to time of the Series 2023 Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2023 Bonds under the Rule, to City of Miami Page 19 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 provide or cause to be provided certain 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 the terms of the Continuing Disclosure Agreement, including provisions for enforcement, amendment and termination, the City Manager is hereby authorized' and directed to execute and deliver, in the name and on behalf of the City, one or more Continuing Disclosure Agreements, in substantially the form attached hereto as Exhibit "D," subject to such changes, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager, after consultation with the City Attorney and the City's Disclosure Counsel. Digital Assurance Certification, L.L.C. is hereby appointed as the initial Disclosure Dissemination Agent under the Continuing Disclosure Agreement. The execution of such Continuing Disclosure Agreement for and on behalf of the City by the City Manager 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 such Continuing Disclosure Agreement shall not constitute a default under this Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. The Director of Finance is further authorized1 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 Director of Finance may consult with the City Attorney and the City's disclosure counsel. The Director of Finance, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney and the City's disclosure counsel in determining whether a filing should be made. (m) Book -Entry Only System for the Series 2023 Bonds; Qualification for DTC. The Series 2023 Bonds shall initially be issued as uncertificated securities through the book -entry only system maintained by DTC. The City and the Bond Registrar are hereby authorized' to take such actions as may be necessary to qualify the Series 2023 Bonds for deposit with DTC, including but not limited to those actions as are set forth in the letter of representations between the City and DTC, wire transfers of interest and principal payments with respect to the Series 2023 Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Bonds and provisions of notices with respect to Bonds registered by DTC (or any of its designees identified to the City and the Bond Registrar) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. Section 202 Form of Series 2023 Bonds. The text of the Series 2023 Bonds shall be of the tenor set forth in Exhibit "A" to this Resolution, with such changes, omissions, insertions and variations as may be necessary and desirable and authorized1 or permitted by this Resolution and are consistent with the terms of the Bonds as described in the Bond Purchase Contract and the final Official Statement. Section 203 Authentication of Series 2023 Bonds. Only such Series 2023 Bonds as shall have endorsed thereon a certificate of authentication duly executed by the Bond Registrar shall be entitled to any benefit or security under this Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication on the Series 2023 Bond shall have been duly executed by the Bond Registrar and such certificate of the Bond Registrar upon any such Series 2023 Bond shall be conclusive evidence that such Series 2023 Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Series 2023 Bond shall be deemed to have been duly executed if signed by an authorized signatory of the City of Miami Page 20 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 Bond Registrar but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Series 2023 Bonds that may be issued hereunder at any one time. Section 204 Exchange of Series 2023 Bonds. At the option of the Holder thereof and upon surrender thereof at the designated corporate trust office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Holder or his duly authorized attorney and upon payment by such Holder of any charges which the Bond Registrar or the City may make as provided in this Section, the Series 2023 Bonds may be exchanged for Bonds of the same series, aggregate principal amount of the same maturity of any other authorized denominations. Section 205 Registration of Transfer of Series 2023 Bonds. The Bond Registrar shall keep books for the registration, exchange, and registration of transfer of Series 2023 Bonds as provided in this Resolution. The Bond Registrar shall evidence acceptance of the duties, obligations, and responsibilities of Bond Registrar by execution of the certificate of authentication on the Series 2023 Bonds. The transfer of any Series 2023 Bond may be registered only upon the books kept for the registration of transfer of Series 2023 Bonds upon surrender of such Series 2023 Bond to the Bond Registrar together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver in exchange for such Series 2023 Bond a new registered Series 2023 Bond or Series 2023 Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Resolution in the aggregate principal amount equal to the principal amount of such Series 2023 Bond surrendered of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Series 2023 Bonds shall be registered hereunder, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. Bonds so canceled may at any time be destroyed by the Bond Registrar, who shall execute a certification of destruction in duplicate by the signature of one of its authorized officers describing the Series 2023 Bonds so destroyed, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Bond Registrar. No service charge shall be made for any registration of transfer or exchange of the Series 2023 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2023 Bonds. The Bond Registrar shall not be required (i) to register the transfer of or to exchange Series 2023 Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2023 Bonds under this Resolution and ending at the close of business on the day of such mailing or (ii) to register the transfer of or to exchange any Series 2023 Bond so selected for redemption in whole or in part. Section 206 Ownership of Series 2023 Bonds. The City, the Bond Registrar and any other fiduciaries may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Bond Registrar as the absolute Holder of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, redemption premium, if any, and interest on such City of Miami Page 21 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 Bond as the same becomes due and for all other purposes. All such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City, the Bond Registrar nor any other fiduciary shall be affected by any notice to the contrary. Section 207 Preparation of Definitive Series 2023 Bonds; Temporary Series 2023 Bonds. The definitive Bonds shall be lithographed, printed or typewritten. Until the definitive Bonds are prepared, the City Manager and City Clerk may execute and the Bond Registrar may authenticate, in the same manner as is provided in this Resolution, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, one or more printed, lithographed or typewritten temporary fully registered Bonds, substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to such temporary Bonds. The City at its own expense shall prepare and execute and, upon the surrender at the designated corporate trust office of the Bond Registrar of such temporary Bonds for which no payment or only partial payment has been provided, the Bond Registrar shall authenticate and, without charge to the Holder thereof, deliver in exchange therefor, at the principal corporate trust office of the Bond Registrar, definitive Bonds of the same aggregate principal amount and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. Section 208 Execution of Bonds. The Series 2023 Bonds shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Series 2023 Bonds and attested to and countersigned by the City Clerk. In addition, the City Attorney or any Assistant City Attorney shall sign the Series 2023 Bonds, showing approval of the form and correctness thereof. The signatures of the City Manager, the City Clerk and the City Attorney or Assistant City Attorney on the Series 2023 Bonds may be by facsimile. If any officer whose signature appears on the Series 2023 Bonds ceases to hold office before the delivery of the Series 2023 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officers to sign such Bond, although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. Section 209 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Series 2023 Bond secured hereby shall become mutilated, destroyed, stolen, or lost, the City shall cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Series 2023 Bond of like date and tenor in exchange and substitution for such mutilated Series 2023 Bond or in lieu of and in substitution for such Series 2023 Bond destroyed, stolen, or lost, and the Holder shall pay the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in case of a Series 2023 Bond destroyed, stolen, or lost, the Holder shall file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2023 Bond was destroyed, stolen, or lost and of such Holder's ownership thereof, and shall furnish the City and the Bond Registrar indemnity satisfactory to them. Every Series 2023 Bond issued pursuant to the provisions of this Section in exchange or substitution for any Series 2023 Bond that is mutilated, destroyed, stolen, or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen, or lost Series 2023 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all City of Miami Page 22 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 the benefits hereof equally and proportionately with any and all other Series 2023 Bonds duly issued under this Resolution. All Series 2023 Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, stolen, or lost Series 2023 Bonds and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. ARTICLE III SECURITY, COVENANTS, FUNDS, AND APPLICATION THEREOF Section 301 Series 2023 Bonds not to be Indebtedness of City. The Series 2023 Bonds shall not be and shall not constitute an indebtedness of the City, within the meaning of any constitutional, statutory or charter provisions or limitations, but shall be payable solely, as provided in this Resolution, from the Pledged Funds and, solely to the extent provided in Section 304(a) hereof, the Non -Ad Valorem Revenues. No holder or holders of any Series 2023 Bonds issued hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the State or any political subdivision thereof, or taxation in any form of any real or personal property therein, or the application of any funds of the City, except the Pledged Funds and, solely to the extent provided in Section 304(a) hereof, the Non -Ad Valorem Revenues to pay the Series 2023 Bonds or the interest thereon or the making of any sinking fund, reserve or other payments provided for herein. Section 302 Security for Series 2023 Bonds. The payment of the principal of, interest and redemption premium, if any, on all of the Series 2023 Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the Pledged Funds. The Pledged Funds are hereby irrevocably pledged to the payment of the principal of and interest on the Series 2023 Bonds authorized herein, and other payments provided for herein, as the same become due and payable. The Series 2023 Bonds and the obligation evidenced thereby shall not constitute a lien upon any property of or in the City, but shall constitute a lien only on the Pledged Funds all in the manner provided in this Resolution. The Bonds shall be payable from (but not secured by) the Non -Ad Valorem Revenues solely in accordance with the provisions of Section 304(a) hereto. Anything herein to the contrary notwithstanding, however, the City may cause the Series 2023 Bonds (or any series thereof) to be payable from and secured by a Bond Insurance Policy not applicable to any one or more other series of Series 2023 Bonds as shall be determined by the City Manager in accordance with Section 201(g) hereof. Section 303 Application of Bond Proceeds. (a) Subject to the provisions of the Tax Compliance Certificate, proceeds (net of Underwriters' discount) from the sale of the Series 2023 Bonds shall be applied as follows: (i) An amount equal to the Reserve Account Requirement for the Series 2023 Bonds, if any, shall be deposited into the appropriate subaccount of the Debt Service Reserve Account established in the City Manager's Certificate or, if applicable, an amount equal to the premium payable for the Reserve Account Insurance Policy shall be paid to the Provider and such Reserve Account Insurance Policy shall be held by the Bond Registrar to the credit of the City of Miami Page 23 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 appropriate subaccount of the Debt Service Reserve Account for the benefit of the Series 2023 Bonds and the holders thereof. (ii) An amount set forth in a certificate of the Director of Finance delivered concurrently with the delivery of the Series 2023 Bonds (the "Proceeds Certificate") shall be deposited in a separate account designated "City of Miami 2023 Special Obligation Non -Ad Valorem Revenue Bonds Construction Account" (the "Construction Account") which is hereby established with the City and shall be disbursed to pay the Project Costs, including interest on the Bonds during construction of the Administration Center Project and reimbursement to the City of funds advanced for costs incurred with respect to the Administration Center Project, which may be reimbursed pursuant to the Code under the Intent Resolution. Any balance remaining after payment or provision for payment of such Project Costs, shall be deposited in the Principal and Interest Account and the Bond Amortization Account, if any, and used solely to pay principal of, Amortization Installments (with respect to Term Bonds), and interest on the applicable series of Series 2023 Bonds, unless otherwise directed by the City Manager and, with respect to proceeds of any Tax -Exempt Bonds, supported by an opinion of Bond Counsel to the effect that such alternative use will not adversely affect the exclusion from gross income of interest on the Tax -Exempt Bonds. Any investment income earned with respect to deposits in the Construction Account may be used, at the option of the City, to pay Project Costs or may be deposited in the Principal and Interest Account and used to pay interest on the Series 2023 Bonds during construction of the Administration Center Project, subject to the restrictions in the Tax Compliance Certificate. A separate account may be established to hold and disburse proceeds of the Bonds to be applied to the Oracle Project. (iii) The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a separate account designated "City of Miami 2023 Special Obligation Non -Ad Valorem Revenue Bonds Cost of Issuance Account" which is hereby established with the City and shall be disbursed for payment of expenses incurred in issuing the Series 2023 Bonds. Any balance remaining after payment or provision for payment of such expenses has been made shall be transferred, at the option of the City, to either the Construction Account for the payment of Project Costs or deposited in the Principal and Interest Account and the Bond Amortization Account, if any, and used solely to pay principal of, Amortization Installments (with respect to Term Bonds), and interest on the Series 2023 Bonds. Section 304 Covenants of the City with Respect to Non -Ad Valorem Revenues. The City hereby covenants and agrees with the holders of any and all of the Series 2023 Bonds issued pursuant to this Resolution as follows: (a) Covenant to Budget and Appropriate. The City covenants and agrees to budget and appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts sufficient to satisfy (i) the Annual Debt Service Requirement for such Fiscal Year, (ii) any deposits required to be made into the Debt Service Reserve Account during such Fiscal Year, (iii) any other amounts due the Providers of any Bond Insurance Policy, Reserve Account Insurance Policy or Reserve Account Letter of Credit and the Bond Registrar during such Fiscal Year and (iv) any Rebate Amount due during such Fiscal Year. Such covenant and agreement on the part of the City to budget City of Miami Page 24 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 and appropriate such amounts of Non -Ad Valorem Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Revenues or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Revenues. Such covenant to budget and appropriate does not create any lien upon or pledge of such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Bondholders, the Providers of any Bond Insurance Policy, Reserve Account Insurance Policy or Reserve Account Letter of Credit or the Bond Registrar a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on bonds and other debt instruments). However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241(2), Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law. (b) Disposition of Non -Ad Valorem Revenues. There is hereby created and established the "City of Miami 2023 Special Obligation Non -Ad Valorem Revenue Bonds Sinking Fund" (hereinafter referred to as the "Sinking Fund"). There are also hereby created four (4) separate Accounts in the Sinking Fund to be known as the "Interest Account," the "Principal Account," the "Bond Redemption Account" and the "Debt Service Reserve Account." Pursuant to the City Manager's Certificate, there may further be created within each Account a separate subaccount for each series of the Series 2023 Bonds. The Sinking Fund, the Accounts and subaccounts therein shall be held by the City in an Authorized Depository. Non - Ad -Valorem Revenues appropriated in each Fiscal Year for the purposes under the provisions of Section 304(a) above shall be applied in the following manner: (i) To the full extent necessary, for deposit into each subaccount of the Interest Account in the Sinking Fund, not later than the fifth Business Day preceding each Interest Payment Date, such sums as shall be sufficient to pay the interest becoming due on the Bonds on each such Interest Payment Date; provided, however, that such deposits for interest shall not be required to be made into the applicable subaccount of the Interest Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, on each Interest Payment Date, transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest Payment Date or shall, prior to such Interest Payment Date, advise the Paying Agent of the amount of any deficiency in the amount so to be transferred so that the Paying Agent may give the appropriate notice required to provide for the City of Miami Page 25 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 payment of such deficiency on such Interest Payment Date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit, if any, on deposit in the appropriate subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. (ii) (A) To the full extent necessary, for deposit into each subaccount of the Principal Account in the Sinking Fund, not later than the fifth Business day preceding each principal maturity date, the principal amount of Serial Bonds which will mature and become due on such maturity date; provided, however, that such deposits for principal shall not be required to be made into the applicable subaccount of the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, on each principal payment date, transfer to the Paying Agent moneys in an amount equal to the principal due on such principal payment date or shall, prior to such principal payment date, advise the Paying Agent of the amount of any deficiency in the amount so to be transferred so that the Paying Agent may give the appropriate notice required to provide for the payment of such deficiency on such principal payment date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit, if any, on deposit in the appropriate subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. (B) To the full extent necessary, for deposit into each subaccount of the Bond Redemption Account, if applicable, in the Sinking Fund not later than the Business Day preceding each redemption or maturity date, the Amortization Requirements as may be necessary for the payment of any Term Bonds payable from such subaccount of the Bond Redemption Account on such redemption or maturity date; provided, however, that such deposits for Amortization Requirements shall not be required to be made into the applicable subaccount of the Bond Redemption Account to the extent that money on deposit therein is sufficient for such purpose. The moneys in such subaccount of the Bond Redemption Account shall be used solely for the purchase or redemption of Term Bonds payable therefrom. The City may at any time purchase any of said Term Bonds or portions thereof at prices not greater than the then redemption price of said Term Bonds. If the Term Bonds are not then redeemable, the City may purchase said Term Bonds at prices not greater than the redemption price of such Term Bonds on the next ensuing redemption date. The City shall be mandatorily obligated to use any moneys in such subaccount of the Bond Redemption Account for the redemption prior to maturity of such Term Bonds in such manner and at such times as the same are subject to mandatory redemption. If, by the application of moneys in a subaccount of the Bond Redemption Account, the City shall purchase or call for redemption in any year Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so purchased or redeemed shall be credited in such manner and at such times as the Director of Finance shall determine over the remaining payment dates. The City shall, on each redemption or maturity date, transfer to the Paying Agent moneys in an amount equal to the payments due on any Term Bonds on such redemption or maturity date or shall, prior to such redemption or City of Miami Page 26 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 maturity date, advise the Paying Agent of the amount of any deficiency in the amount so to be transferred so that the Paying Agent may give the appropriate notice required to provide for the payment of such deficiency on such redemption or maturity date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the applicable subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. (iii) To the full extent necessary, for deposit into each subaccount of the Debt Service Reserve Account in the Sinking Fund on the fifteenth (15th) day of each month in each year, beginning with the fifteenth (15th) day of the first full calendar month following the date on which there is a deficiency in the amount required to be on deposit in the subaccounts of the Debt Service Reserve Account, such sums as shall be at least sufficient to pay an amount equal to one - twelfth (1/12) of the difference between the amount on deposit in the subaccounts of the Debt Service Reserve Account (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve Account Requirement; provided, however, that no payments shall be required to be made into any subaccount of the Debt Service Reserve Account whenever and as long as the amount on deposit therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to the Reserve Account Requirement for such series of Bonds. (iv) To the Providers, if any, and the Bond Registrar, as applicable, in payment of amounts payable to such parties during such Fiscal Year not paid pursuant to the above provisions. Notwithstanding the foregoing or any other provision herein to the contrary, if any amount applied to the payment of principal of and redemption premium, if any, and interest on the Bonds that would have been paid from a subaccount in the Accounts in the Sinking Fund, is paid instead under the Bond Insurance Policy, amounts deposited in such relevant subaccount may be paid, to the extent required, to the Provider of the Bond Insurance Policy having theretofore made said corresponding payment. Section 305 Series 2023 Reserve Account(s). Moneys, if any, in the subaccounts of the Debt Service Reserve Account shall be used only for the purpose of making payments of principal of and interest on the corresponding series of Series 2023 Bonds when the moneys in any other subaccount of any Account held pursuant to this Resolution and available for such purpose are insufficient therefor. Moneys on deposit in a subaccount shall only be used for the corresponding series of Series 2023 Bonds. Any moneys in the subaccounts of the Debt Service Reserve Account in excess of the Reserve Account Requirement for such series of Series 2023 Bonds may, in the discretion of the City, be transferred to and deposited in the applicable subaccount of the Interest Account, the Principal Account or the Bond Redemption Account as the City at its option may determine. Notwithstanding the foregoing provisions, in lieu of or in substitute for the required deposits (including existing deposits therein) into the subaccounts of the Debt Service Reserve Account, the City may cause to be deposited into the subaccounts of the Debt Service Reserve Account a Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the benefit of the Holders of the corresponding series of Bonds Outstanding, which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable or available to City of Miami Page 27 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date or principal payment date or mandatory redemption date on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to this Resolution and available for such purpose. If a disbursement is made under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the City shall be obligated to either (i) reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit within twelve months by increasing the amount payable or available to be drawn thereunder in equal monthly amounts over such twelve month period, or (ii) deposit, on a monthly basis in accordance with the first paragraph of this Section 304(b)(3), into the applicable subaccount of the Debt Service Reserve Account from the Non -Ad Valorem Revenues appropriated in accordance with Section 304(a) hereof, funds in the amount of the disbursements made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, or a combination of such alternatives as shall equal the Reserve Account Requirement for the applicable series of Bonds Outstanding. In the event that upon the occurrence of any deficiency in the subaccounts of the Interest Account, the Principal Account or the Bond Redemption Account, the applicable subaccount of the Debt Service Reserve Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the City or the Bond Registrar, as applicable, shall, on an interest or principal payment date or mandatory redemption date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities and any corresponding reimbursement or other agreement governing such facilities; provided however, that if at the time of such deficiency the applicable subaccount of the Debt Service Reserve Account is only partially funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, the City shall first apply any cash and securities on deposit in the applicable subaccount of the Debt Service Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied as set forth in the first paragraph of this Section 305. Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the Provider thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility. The subaccounts of the Debt Service Reserve Account shall be valued on the last day of each Fiscal Year and the value of securities on deposit therein shall be the lower of par, or if purchased at other than par, amortized value. Amortized value, when used with respect to securities purchased at a premium above or a discount below par, shall mean the value at any given date obtained by dividing the total premium or discount at which such securities were purchased by the number of interest payment dates remaining to maturity on such securities after such purchase and by multiplying the amount so calculated by the number of interest payment dates having passed since the date of purchase; and (i) in the case of securities purchased at a premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of securities purchased at a discount, by adding the product thus obtained to the purchase price. Section 306 Investment of Funds. The Sinking Fund, Debt Service Reserve Fund, or any other Funds or Accounts created pursuant to this City of Miami Page 28 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 Resolution, and the subaccounts therein, shall constitute trust funds and shall be invested by the City as provided in this Resolution. Moneys on deposit in the subaccounts created pursuant to this Resolution may be invested in Permitted Investments maturing not later than the dates on which such moneys will be needed for the purposes of such fund or account. All income and earnings received from the investment and reinvestment of moneys in the applicable subaccounts shall be retained in the respective subaccounts and applied as a credit against the obligation of the City to deposit moneys to such subaccounts pursuant to this Resolution. For the purpose of investing or reinvesting, the City may commingle moneys in the Funds and Accounts created and established hereunder in order to achieve greater investment income; provided that the City shall separately account for the amounts so commingled. The amounts required to be accounted for in each of the Funds and Accounts designated herein may be deposited in a single bank account provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such Funds and Accounts as herein provided. The designation and establishment of Funds and Accounts in and by this Resolution shall not be construed to require the establishment of any completely independent Funds and Accounts but rather is intended solely to constitute an allocation of certain revenues and assets for certain purposes and to establish such certain priorities for application of certain revenues and assets as herein provided. Section 307 Books and Records. The City will keep separately identifiable accounting records for the Pledged Funds by the use of a fund established in accordance with generally accepted accounting principles, and any Holder of a Bond or Bonds issued pursuant to this Resolution, shall have the right at all reasonable times to inspect all records, accounts and data of the City relating thereto. Such records and accounts shall contain the statements required by generally accepted accounting principles applicable to governmental entities. Section 308 No Impairment of Contract. The City has full power and authority to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Series 2023 Bonds. The pledge of such Pledged Funds, in the manner provided herein, shall not be subject to repeal, modification or impairment by any subsequent resolution, ordinance or other proceedings of the City so long as any Bonds are Outstanding hereunder. The City shall take all actions necessary and pursue such legal remedies which may be available to it either in law or in equity to prevent or cure any impairment by any entity other than the City within the meaning of this subsection. Section 309 Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to all or a portion of the Series 2023 Bonds in any one or more of the following ways: (a) by paying the principal of and interest on such Bonds when the same shall become due and payable; or (b) by depositing in the applicable subaccount(s) which are irrevocably pledged to the payment of such series of Bonds as the City may hereafter create and establish City of Miami Page 29 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 by resolution, certain moneys which together with other moneys lawfully available therefor, if any, shall be sufficient at the time of such deposit to pay when due the principal, redemption premium, if any, and interest due and to become due on said series of Bonds on or prior to the redemption date or maturity date thereof; or (c) by depositing in the applicable subaccount(s) which are irrevocably pledged to the payment of such series of Bonds as the City may hereafter create and establish by resolution, moneys which together with other moneys lawfully available therefor, when invested in Government Obligations which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof, will provide moneys which shall be sufficient to pay when due the principal, redemption premium, if any, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof and delivering a verification report of a nationally recognized certified public accountant as to the adequacy of such deposit, together with investment earnings thereon, to pay when due the principal, redemption premium, if any, and interest due or to become due on or prior to the redemption date or maturity date of the applicable series of Bonds. (d) Notwithstanding the foregoing, all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction of any portion of the Series 2023 Bonds, any maturity or maturities of the Series 2023 Bonds, any portion of a maturity of the Series 2023 Bonds or any combination thereof. Upon such payment or deposit in the amount and manner provided herein, Bonds shall be deemed to be paid and shall no longer be deemed to be Outstanding for the purposes of this Resolution and all liability of the City with respect to said Bonds shall cease, terminate and be completely discharged and extinguished, and the Holders thereof shall be entitled to payment solely out of the moneys or securities so deposited; provided that in the event said Bonds do not mature and are not to be redeemed within the next succeeding sixty (60) days, the City shall have given the Bond Registrar irrevocable instructions to give, as soon as practicable, a notice to the Holders of said Bonds by first-class mail, postage prepaid, stating that the deposit of said moneys or Government Obligations has been made with an appropriate fiduciary institution acting as escrow agent solely for the Holders of said Bonds and other Bonds being defeased, and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of and redemption premium, if any, and interest on said Bonds. In the event that the principal or redemption price, if applicable, and interest due on the Series 2023 Bonds shall be paid by the Provider pursuant to the terms of the Bond I nsurance Policy, the assignment and pledge created hereunder and all covenants, agreements and other obligations of the City to the Bondholders shall continue to exist and the Provider shall be subrogated to the rights of such Bondholders. If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of Bonds is not required for such purpose, the City may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. Section 310 Events of Default. Each of the following events is hereby declared an "event of default," that is to say if: City of Miami Page 30 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 (a) payment of principal of any Bond shall not be made when the same shall become due and payable, either at maturity (whether by acceleration or otherwise) or on required payment dates by proceedings for redemption or otherwise; or (b) payment of any installment of interest shall not be made when the same shall become due and payable; or (c) the City shall fail to make any deposits required to be made hereunder or shall otherwise fail to comply with any of the covenants and obligations of the City hereunder and such failure shall continue unremedied for a period of forty-five (45) calendar days after such failure to deposit or other such occurrence; or (d) an order or decree shall be entered, with the consent or acquiescence of the City, appointing a receiver or receivers of the City, or the filing of a petition by the City for relief under federal bankruptcy laws or any other similar law or statute of the United States of America or the State of Florida, which shall not be dismissed, vacated or discharged within forty-five (45) calendar days after the filing thereof; or (e) any proceedings shall be instituted, with the consent or acquiescence of the City, for the purpose of effecting a composition between the City and its creditors or for the purpose of adjusting the claims of such creditors, pursuant to any federal or state statutes now or hereafter enacted, if the claims of such creditors are under any circumstances payable from the Pledged Funds. Notwithstanding the foregoing, with respect to the events described in clause (c), the City shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the City in good faith institutes appropriate curative action and diligently pursues such action until the default has been corrected. Section 311 Additional Debt. (a) Issuance of Additional Indebtedness. The City will not issue any obligations other than the Series 2023 Bonds authorized in this Resolution secured by or payable from the Pledged Funds, or any portion thereof, or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, in each case, having priority to or being on a parity with the lien securing the Series 2023 Bonds issued pursuant to this Resolution upon the Pledged Funds or any portion thereof. The City hereby agrees that it will not issue or incur any other debt obligation (other than the Series 2023 Bonds authorized in this Resolution) secured by or payable from a covenant to budget and appropriate all or a portion of the City legally available Non -Ad Valorem Revenues or secured by or payable from specific Non -Ad Valorem Revenues, unless the issuance of such debt obligations complies with subsection (b) hereof, as evidenced by a certificate of the Director of Finance filed with the City Clerk on or prior to the issuance or incurrence of such debt. If the Series 2023 Bonds authorized by this Resolution are issued on separate dates, it is not necessary to comply with the provisions of subsection (b) hereof. (b) Anti -Dilution Test. The City may incur additional debt (other than the Series 2023 Bonds authorized in this Resolution) that is payable from all or a portion of the Non - Ad Valorem Revenues only if the total amount of legally available Non -Ad Valorem Revenues for the prior Fiscal Year were (a) at least 2.00 times the aggregate Maximum Annual Debt Service of all debt including all long-term financial obligations appearing on the City's most City of Miami Page 31 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 recent audited financial statements and the debt proposed to be incurred) to be paid from Non - Ad Valorem Revenues and not other funds of the City (collectively, "Debt"), including any Debt payable from one or several specific Non -Ad Valorem Revenue sources but only to the extent such Non -Ad Valorem Revenues are legally available to pay debt service on the Series 2023 Bonds, and (b) so long as the Series 2023 Bonds are outstanding and if a Reserve Account Insurance Policy is in effect, at least 1.00 times the obligation of the City to repay any costs then due and owing to the Provider of a Reserve Account Insurance Policy. ARTICLE IV CONCERNING THE BOND REGISTRAR Section 401 Appointment and Acceptance of Duties. The Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the City a written acceptance thereof. Section 402 Responsibilities of Bond Registrar. The recitals of facts contained herein and in the Series 2023 Bonds shall be taken as the statements of the City and the Bond Registrar assumes no responsibility for the correctness of the same. The Bond Registrar makes no representation as to the validity or sufficiency of this Resolution or of any Bonds issued thereunder or as to the security afforded by this Resolution, and the Bond Registrar shall not incur any liability in respect thereof. The Bond Registrar shall, however, be responsible for its representation contained in its certificate of authentication of the Series 2023 Bonds. The Bond Registrar shall be under no responsibility or duty with respect to the application of any moneys paid by the Bond Registrar in accordance with the provisions of this Resolution to or upon the order of the City. The Bond Registrar shall be under no obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified. The Bond Registrar shall not be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. Section 403 Evidence On Which Bond Registrar May Act. (a) The Bond Registrar, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document furnished to it pursuant to any provision of this Resolution, shall examine such instrument to determine whether it conforms to the requirements of this Resolution and shall be protected in acting upon any such instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. The Bond Registrar may reasonably consult with counsel, who may or may not be counsel to the City, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Resolution in good faith and in accordance therewith. (b) Whenever the Bond Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Resolution, such matter (unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of the City Manager or the Director of Finance, and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of this Resolution upon the faith thereof; but in its discretion the Bond Registrar may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. City of Miami Page 32 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 (c) Except as otherwise expressly provided in this Resolution, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision hereof by the City to the Bond Registrar shall be sufficiently executed in the name of the City by the City Manager or the Director of Finance. Section 404 Compensation. The City may agree with the Bond Registrar to pay to the Bond Registrar from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. Section 405 Certain Permitted Acts. The Bond Registrar, individually or otherwise, may become the owner of any Bonds, with the same rights it would have if it were not a fiduciary. To the extent permitted by law, the Bond Registrar may act as depositary for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of the Series 2023 Bonds or this Resolution, whether or not any such committee shall represent the Holders of a majority in principal amount of the Series 2023 Bonds then Outstanding. Section 406 Merger or Consolidation. Any entity into which the Bond Registrar may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which it shall be a party or any entity to which the Bond Registrar may sell or transfer all or substantially all of its business, provided such entity shall be authorized by law to perform all duties imposed upon it by this Resolution, shall be the successor to the Bond Registrar without the execution or filing of any paper or the performance of any further act. Section 407 Adoption of Authentication. In case any of the Series 2023 Bonds contemplated to be issued under this Resolution shall have been authenticated but not delivered, any successor Bond Registrar may adopt the certificate of authentication of any predecessor Bond Registrar so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the said Bonds shall not have been authenticated, any successor Bond Registrar may authenticate such Bonds in the name of the predecessor Bond Registrar, or in the name of the successor Bond Registrar, and in all such cases such certificate shall be fully effective. Section 408 Resignation or Removal of Bond Registrar and Appointment of Successor. The Bond Registrar may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least sixty (60) calendar days' written notice to the City. The Bond Registrar may be removed by the City at any time by an instrument filed with the Bond Registrar and the Provider signed by the City Manager or the Director of Finance. Any successor Bond Registrar shall be appointed by the City and shall be fully qualified to act in such capacity under the laws of the State, be willing and able to accept the office on reasonable and customary terms and be authorized by law to perform all the duties imposed upon it by this Resolution. The City shall notify the Provider of the appointment of any successor Bond Registrar. In the event of the resignation or removal of the Bond Registrar, the Bond Registrar shall pay over, assign and deliver any moneys held by it as Bond Registrar to its successor. City of Miami Page 33 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 Section 409 Vacancy. If at any time hereafter the Bond Registrar shall resign, be removed, be dissolved, or otherwise become incapable of acting, by bankruptcy or otherwise, or if the bank, trust company or securities firm acting as Bond Registrar shall be taken over by any governmental official, agency, department or board, the position of Bond Registrar shall thereupon become vacant. If the position of Bond Registrar shall become vacant for any of the foregoing reasons or for any other reasons, the City shall appoint a successor Bond Registrar. If no appointment of a successor Bond Registrar shall be made pursuant to the foregoing provisions of this Section, the Holder of any Bond Outstanding hereunder or any retiring Bond Registrar may apply to any court of competent jurisdiction to appoint a successor Bond Registrar. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Bond Registrar. ARTICLE V MISCELLANEOUS PROVISIONS Section 501 Modification or Amendment. Except as otherwise provided in the third paragraph hereof, no adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made after the issuance of any Bonds without the consent in writing of the Holders of more than fifty per centum (50%) in aggregate principal amount of the Series 2023 Bonds then Outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or affect the promise of the City to pay the principal of and interest on the Series 2023 Bonds, as the same mature or become due, from the Pledged Funds or the Non -Ad Valorem Revenues as in this Resolution, or reduce the percentage of Holders of Bonds required above for such modification or amendment, without the consent of the Holders of all the Series 2023 Bonds. If the proposed amendment affects only a particular series of the Series 2023 Bonds, then such majority approval shall be limited to a majority in principal amount of the affected series of the Series 2023 Bonds. Additionally, if such affected series of Series 2023 Bonds bears interest at a variable rate of interest and will be remarketed in connection with such amendment, no consent shall be required if the proposed amendment will take effect only upon the remarketing of such affected series of Series 2023 Bonds. For the purposes of this Section, so long as the Bond Insurance Policy, if any, is in effect and the Provider has not defaulted in its obligations thereunder, the Provider shall be deemed the sole Holder of the Series 2023 Bonds insured by such Bond Insurance Policy. This Resolution may be amended, changed, modified and altered without the consent of the Holders of Bonds or the Provider: (a) to cure any ambiguity or formal defect or omission in this Resolution or supplemental resolutions or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein; or (b) to grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders; or City of Miami Page 34 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 (c) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution, other conditions, limitations and restrictions thereafter to be observed; or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City; or (e) to qualify the Series 2023 Bonds or any of the Series 2023 Bonds for registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended; or (f) to qualify this Resolution as an "indenture" under the Trust Indenture Act of 1939, as amended; or (g) to permit Bonds to be issued in book entry form with or without physical bonds; or (h) to make such changes as may be necessary for the Bond Insurance Policy, a Reserve Account Insurance Policy or a Reserve Account Letter of Credit deposited in the Debt Service Reserve Account in connection with the issuance of the Series 2023 Bonds to be insured or secured by such Bond Insurance Policy, a Reserve Account Insurance Policy or a Reserve Account Letter of Credit deposited in the Debt Service Reserve Account, as applicable. If at any time the City shall so request the Bond Registrar, the Bond Registrar shall cause a notice of a proposed supplemental resolution requiring the consent of Bondholders to be mailed, postage prepaid, to all Holders of Bonds then Outstanding at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the designated corporate trust office of the Bond Registrar for inspection by all Bondholders. The Bond Registrar shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail the notice required by this Section, and any such failure shall not affect the validity of such supplemental resolution when consented to or approved as provided in this Section. Whenever, at any time after the date of the mailing of such notice, the City shall have received an instrument or instruments purporting to be executed by the Holders of more than fifty per centum (50%) in aggregate principal amount of the Series 2023 Bonds (or affected series, as applicable) then Outstanding, which instrument or instruments shall refer to the proposed supplemental resolutions described in such notice and shall specifically consent to and approve the adoption thereof, and the City shall file with the City Clerk a certificate signed by the City Manager that the Holders of such required percentage of the Series 2023 Bonds (or affected series, as applicable) have filed such consents, the City may adopt such supplemental resolution in substantially such form without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. It shall not be necessary for the consent of the Holders to approve the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent shall approve the substance thereof. If the Holders of more than fifty per centum (50%) in aggregate principal amount of the Series 2023 Bonds (or affected series, as applicable) Outstanding at the time of the execution of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no Holder shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions therein contained, or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or City of Miami Page 35 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 restrain the City from adopting the same or from taking any action pursuant to the provisions thereof. Section 502 Tax Covenants. With respect to any Series 2023 Bonds for which the City intends on the date of issuance thereof to be Tax - Exempt Bonds: (a) The City shall not use or permit the use of any proceeds of the Tax -Exempt 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 Tax -Exempt Bonds in any manner and shall not take or permit to be taken any other action or actions, which would cause any such Tax -Exempt 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 Code or otherwise cause interest on such Tax -Exempt 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, this Resolution, which are necessary or desirable in order to ensure that interest paid on such Tax -Exempt 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. (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. Section 503 Parties Who Have Rights under Resolution. Except as herein otherwise expressly provided, nothing in this Resolution, express or implied, is intended or shall be construed to confer upon any person, firm, or corporation, other than the Holders, 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 Holders. Section 504 Unclaimed Money. Notwithstanding any provisions of this Resolution, any money held by the Bond Registrar for the payment of the principal or redemption price of, or interest on, any Bonds and remaining unclaimed for five (5) years after the principal of all of the Series 2023 Bonds has become due and payable (whether at maturity or upon call for redemption), if such money were so held at such date, or five (5) years after the date of deposit of such money if deposited after such date when all of the Series 2023 Bonds became due and payable, shall be repaid to the City free from the provisions of this Resolution, and all liability of the Bond Registrar with respect to such money shall thereupon cease; provided, however, that before the repayment of such money to the City as aforesaid, the City shall first publish at least once in a financial newspaper or journal published and of general circulation in New York, New York, a notice, in such form as may be deemed appropriate by the City with respect to the Series 2023 Bonds so payable and not presented, and with respect to the provisions relating to the repayment to the City of the money held for the payment thereof. Section 505 Severability of Invalid Provisions. If any one or more of the covenants, agreements or provisions of this Resolution should 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, and shall in no way affect City of Miami Page 36 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 the validity of any of the other provisions of this Resolution or of the Series 2023 Bonds issued hereunder. Section 506 Florida Law Controls. This Resolution is enacted with the intent that it shall be interpreted and construed in accordance with the laws of the State. Section 507 No Recourse Against Members Officers or Employees of City. No recourse under or upon any statement, obligation, covenant, or agreement contained in this Resolution, in any Series 2023 Bond hereby secured, in any other Resolution, in any document or certification whatsoever, under any judgment obtained against the City, by the enforcement of any assessment, or by any legal or equitable proceeding by virtue of any constitutional provision or statute or otherwise or under any circumstances shall be had against any member of the City Commission or any officer, employee, or agent of the City, either directly or through the City or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may be due and unpaid upon any such Series 2023 Bond. Any and all personal liability of every nature, whether at common law, in equity, by statute, by constitution, or otherwise, of any such member of the City Commission, or any officer or employee, as such, to respond by reason of any act or omission on his/her part or otherwise, for the payment for, to the City, or any receiver thereof, or for or to any Holder or otherwise, of any sum that may remain due and unpaid upon the Series 2023 Bonds hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the enactment of this Resolution and the issuance of the Series 2023 Bonds. Section 508 Expenses Payable under Resolution. All expenses incurred in carrying out this Resolution shall be payable solely from funds derived by the City from Designated Revenues. Anything in this Resolution to the contrary notwithstanding, the performance by the City of all duties and obligations imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all covenants, agreements, and promises made by it hereunder, and the liability of the City for all warranties and other covenants herein shall be limited solely to the City, and from the Designated Revenues and the moneys attributable to the proceeds of Series 2023 Bonds, or the income from the temporary investment thereof, and to the extent herein, the City shall not be required to effectuate any of its duties, obligations, powers, or covenants except from, and to the extent of, such moneys, revenues, proceeds, and payments. Section 509 Payments Due on Sundays and Holidays. In any case where the date of maturity of interest on or Principal of the Series 2023 Bonds or the date fixed for redemption of any Series 2023 Bonds shall not be a Business Day, then payment of interest or principal and redemption premium, if any, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the Interest Payment Date and no interest on such payment shall accrue for the period after such date. Section 510 Headings. Any heading preceding the text of the several articles and sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction, or effect. Section 511 Further Authority. The City Manager, the City Clerk, the Chief Financial Officer, the Director of Finance, the City Attorney City of Miami Page 37 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023 File ID: 14719 Enactment Number: R-23-0439 and such other officers, employees and staff of the City as may be designated by the City Manager are each designated as agents of the City in connection with the issuance and delivery of the Series 2023 Bonds and are authorized1 and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City, that are necessary or desirable in connection with the execution and delivery of the Series 2023 Bonds and such other actions which are not inconsistent with the terms and provisions of this Resolution. Section 512 Repeal of Inconsistent Resolutions. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 513 Effective Date. This Resolution shall take effect upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: ndez, City Attor ey 9/1972023 2 If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) 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. City of Miami Page 38 of 38 File ID: 14719 (Revision:) Printed on: 10/11/2023