HomeMy WebLinkAboutAgenda Item Summary FormAGENDA ITEM SUMMARY FORM
File ID: #14719
Date: 09/19/2023
Commission Meeting Date: 09/28/2023
Type:
Subject:
Requesting Department: Department of
Finance
Sponsored By:
District Impacted: All
Resolution
Authorize Issuance - Special Obligation Non -Ad Valorem Revenue Bond
Purpose of Item:
A resolution authorizing the issuance of not to exceed $285,000,000 in aggregate
principal amount of special obligation non -ad valorem revenue bonds, series 2023 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.
Background of Item:
The Commission adopted Resolution 22-0218 on June 9, 2022, approving the relocation
of the project to the former Melreese Golf Complex, located at 1802 NW 37 Avenue. On
January 13, 2022 the City adopted Resolution No. R-22-0014 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. The City never incurred debt pursuant to
the ("MPPA") and 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)
Budget Impact Analysis
Item is NOT Related to Revenue
Item is an Expenditure
Item is NOT funded by Bonds
Total Fiscal Impact:
N/A
Department of Finance
Office of Management and Budget
Office of Management and Budget
City Manager's Office
Legislative Division
City Manager's Office
Office of the City Attorney
Erica T Paschal
Miriam Arcia
Marie Gouin
Larry M. Spring
Valentin J Alvarez
Arthur Noriega V
Xavier Alban
Reviewed B
Department Head Review
Budget Analyst Review
Budget Review
Assistant City Manager Review
Legislative Division Review
City Manager Review
ACA Review
Completed 09/19/2023 8:31 PM
Skipped 09/19/2023 8:49 PM
Completed 09/19/2023 9:07 PM
Completed 09/19/2023 9:08 PM
Completed 09/19/2023 9:14 PM
Completed 09/19/2023 9:51 PM
Completed 09/19/2023 9:54 PM
Office of the City Attorney
City Commission
Office of the Mayor
Office of the City Clerk
Office of the City Clerk
Victoria Mendez
Maricarmen Lopez
Mayor's Office
City Clerk's Office
City Clerk's Office
Approved Form and Correctness Completed
Meeting Completed
Unsigned by the Mayor Completed
Signed and Attested by the City Clerk Completed
Rendered Completed
09/19/2023 9:55 PM
09/28/2023 9:00 AM
10/06/2023 3:23 PM
10/06/2023 3:31 PM
10/10/2023 10:48 AM
City of Miami
Legislation
Resolution
Enactment Number: R-23-0439
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
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
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
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:
TABLE OF CONTENTS
Page
Article I DEFINITIONS 9
Section 101 Incorporation of Recitals 9
Section 102 Meaning of Words and Terms 9
Section 103 Interpretations 15
Section 104 Authority for this Resolution 15
Section 105 Resolution Constitutes Contract 15
Article II DETAILS OF SERIES 2023 BONDS; ISSUANCE OF SERIES 2023 BONDS 15
Section
Section
Section
Section
Section
Section
Section
Section
Section
201 Issuance and Details of the Series 2023 Bonds
202 Form of Series 2023 Bonds
203 Authentication of Series 2023 Bonds
204 Exchange of Series 2023 Bonds
205 Registration of Transfer of Series 2023 Bonds
206 Ownership of Series 2023 Bonds
207 Preparation of Definitive Series 2023 Bonds; Temporary Series 2023 Bonds...23
208 Execution of Bonds 23
209 Mutilated, Destroyed, Stolen or Lost Bonds 24
15
22
22
22
22
23
Article III SECURITY, COVENANTS, FUNDS, AND APPLICATION THEREOF 24
Section 301 Series 2023 Bonds not to be Indebtedness of City 24
Section 302 Security for Series 2023 Bonds 24
Section 303 Application of Bond Proceeds 25
Section 304 Covenants of the City with Respect to Non -Ad Valorem Revenues 26
Section 305 Series 2023 Reserve Account(s) 28
Section 306 Investment of Funds 30
Section 307 Books and Records 30
Section 308 No Impairment of Contract 30
Section 309 Discharge and Satisfaction of Bonds 30
Section 310 Events of Default 31
Section 311 Additional Debt 32
Article IV CONCERNING THE BOND REGISTRAR 33
Section 401 Appointment and Acceptance of Duties 33
Section 402 Responsibilities of Bond Registrar 33
Section 403 Evidence On Which Bond Registrar May Act 33
Section 404 Compensation 33
Section 405 Certain Permitted Acts 34
Section 406 Merger or Consolidation 34
Section 407 Adoption of Authentication 34
Section 408 Resignation or Removal of Bond Registrar and Appointment of Successor 34
Section 409 Vacancy 34
Article V MISCELLANEOUS PROVISIONS 35
Section 501 Modification or Amendment 35
Section 502 Tax Covenants 36
Section 503 Parties Who Have Rights under Resolution 37
Section 504 Unclaimed Money 37
Section 505 Severability of Invalid Provisions 37
Section 506 Florida Law Controls 37
Section 507 No Recourse Against Members Officers or Employees of City 37
Section 508 Expenses Payable under Resolution 38
Section 509 Payments Due on Sundays and Holidays 38
Section 510 Headings 38
Section 511 Further Authority 38
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
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
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 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.
"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.
"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.
"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.
"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 authorized1 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
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
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.
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
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 determined 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
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
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
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 1 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
authorized1 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
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 authorized' 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
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
authorized1 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
authorized' 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
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
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
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
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
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
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
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
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
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
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 Insurance
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:
(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
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.
(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.
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
(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
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
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
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
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.
APPROVED AS TO FORM AND CORRECTNESS: