HomeMy WebLinkAboutLegislationCity of Miami
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Resolution
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3500 Pan American
Drive
Miami, FL 33133
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File Number: 07-00750 Final Action hate:
A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, CITY COMMISSION, WITH
ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED (I)
$115,652,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI,
FLORIDA LIMITED AD VALOREM TAX REFUNDING BONDS, SERIES 2007A
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT
PROJECTS) ("SERIES 2007A BONDS"), TO REFUND A PORTION OF THE
CITY'S LIMITED AD VALOREM TAX BONDS, SERIES 2002 (HOMELAND
DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS), AND (II)
$50,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF. CITY OF MIAMI,
FLORIDA LIMITED AD VALOREM TAX BONDS, SERIES 2007B (HOMELAND
DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS) ("SERIES
2007B BONDS"), TO PAY FOR THE COSTS OF ACQUISITION, CONSTRUCTION
AND EQUIPPING OF CERTAIN HOMELAND DEFENSE/NEIGHBORHOOD
CAPITAL IMPROVEMENT PROJECTS WITHIN THE CITY; PROVIDING THAT
SUCH SERIES 2007A BONDS AND SERIES 2007B BONDS (COLLECTIVELY,
THE "SERIES 2007 BONDS") SHALL NOT CONSTITUTE GENERAL
OBLIGATIONS OF THE CITY BUT SHALL BE SPECIAL LIMITED OBLIGATIONS
PAYABLE FROM A LIMITED AD VALOREM TAX TO BE LEVIED ANNUALLY ON
ALL TAXABLE PROPERTY IN THE CITY, WHICH LIMITED AD VALOREM TAX
SHALL BE PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE
INTEREST ON SUCH SERIES 2007 BONDS; PROVIDING A SECONDARY
SOURCE OF PAYMENT FOR SUCH SERIES 2007 BONDS FROM NON AD
VALOREM REVENUES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN
CONNECTION WITH SUCH NON AD VALOREM REVENUES; DELEGATING TO
THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND
DETAILS CONCERNING THE SERIES 2007 BONDS AND THE REFUNDING OF
THE REFUNDED BONDS AND AUTHORIZING THE CITY MANAGER TO
EXECUTE ALL DOCUMENTS, INSTRUMENTS AND CERTIFICATES IN
CONNECTION THEREWITH; AUTHORIZING THE NEGOTIATED SALE OF THE
SERIES 2007 BONDS; APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN
CONNECTION THEREWITH; APPROVING UNCERTIFICATED, BOOK -ENTRY
ONLY REGISTRATION OF SAID SERIES 2007 BONDS WITH THE DEPOSITORY
TRUST COMPANY; DELEGATING TO THE CITY MANAGER AUTHORITY TO
NEGOTIATE AND OBTAIN A MUNICIPAL BOND INSURANCE POLICY TO
INSURE SAID SERIES 2007 BONDS AND TO EXECUTE AND DELIVER ANY
RELATED AGREEMENTS; APPOINTING A PAYING AGENT AND BOND
REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE EXECUTION
AND DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT;
PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL
STATEMENT AND THE SELECTION OF A FINANCIAL PRINTER THEREFOR;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION
WITH THE SERIES 2007 BONDS IN ACCORDANCE WITH SECURITIES AND
EXCHANGE COMMISSION RULE 15C2-12 AND APPROVING THE FORM AND
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File Number: 07-00750
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A
DISCLOSURE DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE
REFUNDING, DEFEASANCE AND REDEMPTION OF THE REFUNDED BONDS;
APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY
OF AN ESCROW DEPOSIT AGREEMENT AND APPOINTING AN ESCROW
AGENT AND A VERIFICATION AGENT; AUTHOF Z!NC ALL REQUIRED
ACTIONS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission") of the City of Miami, Florida (the "City")
enacted Ordinance No. 12137 on October 11, 2001 (the Initial Ordinance" and, together with this
Resolution, the "Bond Resolution") providing, subject to the bond referendum described below, for the
issuance of bonds of the City in a principal amount not to exceed Two Hundred Fifty-five Million Dollars
(the "Voter Approved Bonds") to be payable from ad valorem taxes to be levied on all taxable property
in the City provided that the millage rate for the Voter Approved Bonds, together with all other Debt
Millage (as defined herein), does not exceed 1.218 mills to pay for homeland security, neighborhood
improvements, capital projects and infrastructure improvements within the City as therein described
(the "Homeland Defense/Neighborhood Capital Improvement Projects"), authorizing the Homeland
Defense/Neighborhood Capital Improvement Projects and calling for a bond referendum to determine
whether the qualified electors of the City approve the issuance of the Voter Approved Bonds (it being
understood that the millage rate limitation described above applies only to the Voter Approved Bonds,
and does not apply to, or in any way affect, the City's obligation to assess, levy and collect ad valorem
taxes, without limitation as to rate or amount, on all taxable property within the corporate limits of the
City, for the payment of the principal of and interest on the City's full faith and credit general obligation
bonds); and
WHEREAS, by bond referendum duly held on November 13, 2001 in accordance with applicable
laws of the State of Florida, the issuance of the Voter Approved Bonds was approved by the qualified
electors of the City; and
WHEREAS, the City Clerk on November 14, 2001 accepted the certification by the Miami -Dade
County Canvassing Board of the results of such bond referendum approving the issuance of the Voter
Approved Bonds; and
WHEREAS, on August 8, 2002, pursuant to the Initial Ordinance and Resolution No. 02-797
adopted by the Commission on July 9, 2002 (collectively, the "Series 2002 Bonds Resolution"), the
City issued its $153,186,405.85 original principal amount of City of Miami, Florida Limited Ad Valorem
Tax Bonds,Series 2002 (Homeland Defense/Neighborhood Capital Improvement Projects) (the
"Series 2002 Bonds"), as the initial series of Voter Approved Bonds; and
WHEREAS, the Commission has determined that as a result of the current low interest
environment, it is in the best interest of the City to proceed at this time with the issuance of the Series
2007A Bonds (as defined herein) to refund a portion of the Series 2002 Bonds; and
WHEREAS, the Commission has further determined that it is in the best interest of the City to
proceed at this time with the issuance of the Series 2007E Bonds (as defined herein) to finance a
portion of the costs of the Homeland Defense/Neighborhood Capital Improvement Projects; and
WHEREAS, the Initial Ordinance provided that the details and other matters with respect to the
issuance of the Voter Approved Bonds would be determined by resolution adopted by the Commission
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File Number: 07-00750
prior to the time of sale of the Voter Approved Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. Definitions. As used herein, unless the context otherwise requires:
"Accreted ' -value" means, as of any d tc cf ccmputctior .With respect tc any Capita' Appreciation bond,
an amount equal to the principal amount of such Series 2007 Bond (the principal amount on the date
of original issuance), plus the interest accrued on such Series 2007 Bond from the date of original
issuance to the interest payment date next preceding the date of computation or the date of
computation if an interest payment date, compounded periodically at the times provided for in they
Bond Purchase Agreement, and if such date of computation is not an interest payment date, a portion
of the difference between the Accreted Value as of the immediately preceding interest payment date
(or the date of original issuance if such date of computation is prior to the first interest payment date
succeeding the date of original issuance) and the Accreted Value as of the immediately succeeding
interest payment date, calculated based on the assumption that Accreted Value accrues during any
period in equal daily amounts on the basis of a year of twelve 30-day months. As used in this
Resolution with respect to the Refunded Bonds, "Accreted Value" shall have the meaning given to
-such term in the Series 2002 Bonds Resolution.
"Act" means the Constitution and laws of the State of Florida, including, without limitation, Article VII,
Section 12 of the Constitution, Chapter 166, Florida Statutes, and, to the extent not inconsistent with
and not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of
Miami.
"Amortization Installments" means the funds to be deposited in the Bond Amortization Account in any
given Fiscal Year for the payment at maturity or redemption of a portion of Term Bonds, as established
by the -City-prior to the -delivery of the Series-2007 Bonds.
"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 Amortization Account" means an account established with the Paying Agent for the deposit of
Amortization Installments, if any.
"Bond Purchase Agreement" means the Bond Purchase Agreement with respect to the Series 2007
Bonds between the Underwriters and the City.
"Bond Registrar" means initially Commerce Bank, 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 2007 Bonds issued hereunder or to perform other duties with respect to registering the
transfer of the Series 2007 Bonds.
"Bond Resolution" means collectively, the Initial Ordinance and this Resolution.
"Bondholder", "holder" or "registered owner" means the person in whose name any Series 2007 Bond
is registered on the registration books maintained by the Bond Registrar.
"Capital Appreciation Bonds" means any Series 2007 Bond issued under this Resolution as to which
interest is compounded periodically on the interest payment dates designated for compounding in the
Bond Purchase Agreement for such Series 2007 Bonds and payable in an amount equal to the then
current Accreted Value to the date of maturity or redemption prior to maturity as designated in such
Bond Purchase Agreement and which may be either Serial Bonds or Term Bonds. As used in this
Resolution with respect to the Refunded Bonds, "Capital Appreciation Bonds" shall have the meaning
given to such term in the Series 2002 Bonds Resolution.
"City" means the City of Miami, Florida.
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File Number: 07-00750
"City Attorney" means the City Attorney of the City or his or her designee.
"City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or her principal
functions.
"City Manager" means the City Manager or his or her designee or the officer succeeding to his or her
principal functions.
"Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or
permanent iroplernentiog regulations promulgated v. applicable 1 ierea.�'.lclr.
"Commission" means the City Commission of the City.
"Continuing Disclosure Agreement" means the Disclosure Dissemination Agent Agreement
substantially in the form attached to this Resolution as Exhibit "D" hereto to be entered into by the City
and DAC in accordance with Section 15 of this Resolution.
"Current Interest Bonds" means Series 2007 Bonds the interest on which is periodically payable to the
Bondholder on the interest payment dates with respect to the Series 2007 Bonds rather than only at
the maturity or redemption thereof. As used in this Resolution with respect to the Refunded Bonds,
"Current Interest Bonds" shall have the meaning given to such term in the Series 2002 Bonds
Resolution.
"DAC" means Digital Assurance Certification, L.L.C.
"Debt Millage" means the ad valorem tax millage levied with respect to voter approved bond referenda,
as of November 13, 2001, excluding the debt millage with respect to the Voter Approved Bonds..
"DTC" means The Depository Trust Company, New York, New York, its successors and assigns.
"Escrow Agent" means Commerce Bank, National Association.
"Escrow Deposit Agreement" means the Escrow Deposit Agreement between the City and the Escrow
Agent, pursuant to which a portion of the proceeds of the Series 2007A Bonds, together with
investment earnings thereon and any other moneys, will be held by the Escrow Agent in irrevocable
escrow for the payment of the Refunded Bonds.
"Finance..Dir-ector" means -the Director of Finance of the City or his or her designee or the officer
succeeding to his or her principal functions.
"Financial Advisor" means First Southwest Company.
"Fiscal Year means the period commencing on October 1 of each year and ending on the succeeding
September 30, or such other consecutive 12-month period as may hereafter be designated as the
fiscal year of the City.
"Government Obligations" means:
(al -Di -red obligations of, or obligations guaranteed -as to timely payment by, the United States of
America;
(b) Any bonds or other obligations of any state of the United States of America or of any agency,
instrumentality or local governmental unit of any such state (i) which are not callable prior to maturity
or as to which irrevocable instructions have been given to the trustee of such bonds or other
obligations by the obligor to give due notice of redemption and to call such bonds for redemption on
the date or dates specified in such instructions, (ii) which are secured as to principal and interest and
redemption premium, if any, by a fund consisting only of cash or 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
obligations of the character described in clause (a) hereof which have been deposited in such fund
along with any cash on deposit in such fund are sufficient to pay principal of and interest and
redemption premium, if any, on the bonds or other obligations described in this clause (b) on the
maturity date or dates thereof or on the redemption date or dates specified in the irrevocable
instructions referred to in subclause (i) of this clause (b), as appropriate;
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(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 as to timely payment
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
(a) Evidences of ownership of proportionate interests in futura interest aria principal pap lents on
obligations described in clause (a) hereof held by a bank or trust company as custodian.
"Homeland Defense/Neighborhood Capital Improvements Projects" means the portion of the public
safety and neighborhood capital improvements within the City, described in or provided for in the Initial
Ordinance, to be funded in whole or in part with the proceeds of the Series 2007E Bonds, including but
not limited to the capital improvements described in Schedule "A" attached hereto, or such other public
safety and neighborhood capital improvements described in or provided for in the Initial Ordinance as
determined by the City.
"Initial Ordinance" means Ordinance No. 12137 enacted by the Commission on October 11, 2001
providing for the issuance of the Voter Approved Bonds, authorizing the Homeland
Defense/Neighborhood Capital Improvements Projects and calling for a bond referendum.
"Limited Ad Valorem Tax" means an ad valorem tax levied by the City on ill the taxable property
within the City (excluding exemptions as provided by applicable law) for the purpose of paying the
principal of, Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any,
and interest (with respect to Current Interest Bonds) on the Voter Approved Bonds; provided, however,
that such ad valorem tax shall be levied at such millage rate, that when added together with the City's
other Debt Millage, results in an aggregate millage rate that does not exceed 1.218 mills (it being
understood that this millage rate limitation applies only to the Voter Approved Bonds, and does not
apply to, or in any way affect, the City's obligation to assess, levy and collect ad valorem taxes, without
limitation as to rate or amount, on all taxable property within the corporate limits of the City, for the
payment of the principal of and interest on the City's full faith and credit general obligation bonds).
"Mayor" means the Mayor of the City or in his absence or inability to perform, such member of the
Commission as may be appointed as acting Mayor of the City.
"Maximum Annual Debt Service" means for any Fiscal Year, the largest amount required to be
deposited in the Principal and Interest Account and the Bond Amortization Account, if any, from the
sum of:
(1-) The amount required to pay the interet-coming.due on the -Current" Interest Bonds during such
Fiscal Year;
(2) The amount required to pay the principal of Serial Bonds and Term Bands, and the Accreted Value
of Capital Appreciation Bonds for such Fiscal Year; and
(3) The amount required to pay the Amortization Installments for all Term Bonds for such Fiscal Year.
"Official Statement" means that certain Official Statement with respect to the issuance of the Series
2007 Bonds, as such Official Statement shall be approved by the City Manager in accordance with the
provisions of this Resolution.
"Outstanding" or "Series 2007 Bonds outstanding" means all Series 2007 Bonds which have been
issued pursuant to this Resolution except:
(a) Series 2007 Bonds canceled after purchase in the open market or because of payment at or
redemption prior to maturity;
(b) Series 2007 Bonds for the payment or redemption of which cash funds or Government Obligations
or any combination thereof shall have been theretofore irrevocably set aside in a special account with
the Paying Agent (other than the City) or other Authorized Depository, whether upon or prior to the
maturity or redemption date of any such Series 2007 Bond, in an amount which, together with earnings
on such Government Obligations, will be sufficient to pay the principal of, Accreted Value (with respect
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File Number: 07-00750
to the Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) and
redemption premium, if any, on such Series 2007 Bonds at maturity or upon their earlier redemption;
provided that, if such Series 2007 Bonds are to be redeemed before the maturity thereof, notice of
such redemption shall have been given according to the requirements of this Resolution or irrevocable
instructions directing the timely giving of such notice and directing the payment of the principal of,
Accreted Value (with respect to the Capital Appreciation Bonds) and interest (with respect to Current
Interest Bonds) on sucn Series 2007 Bondz at such E eaemption dates shaii have been yivel l iu use
Paying Agent;
(c) Series 2007 Bonds which are deemed paid pursuant to Section 5.G hereof; and
(d) Series 2007 Bonds in exchange for or in lieu of which other Series 2007 Bonds have been
authenticated and delivered pursuant to this Resolution.
"Paying Agent" means initially Commerce Bank, 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 2007 Bonds issued hereunder that shall have agreed to
arrange for the timely payment of the principal of, Accreted Value (with respect to Capital Appreciation
Bonds) redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series
2007 Bonds to the registered owners thereof, from funds made ,available therefor by the City.
-:"Princjpal-andInterest-Account'-' means -the account established with the,.Paying Agent .pursup.► t to..
Section 8 hereof.
"Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance
of the Series 2007 Bonds, to be dated as of the date of its distribution.
"Refunded Bonds" means the Series 2002 Bonds or portion thereof to be refunded in accordance with
the provisions of this Resolution.
"Resolution" means this resolution authorizing the issuance of the Series 2007 Bonds, as amended
from time to time to the extent permitted hereby.
'Ser+al Bonds" means -all Series 2007 Bonds --other than Terre -Bonds.--- - -
"Series" means Series 2007A Bonds or the Series 2007B Bonds, as applicable.
"Series 2002 Bonds" means the City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2002
(Homeland Defense/Neighborhood Capital Improvement Projects), issued under the Series 2002
Bonds Resolution.in an aggregate original_ principal amount of $153,186,405.85.
"Series 2002 Bonds Resolution" means collectively, the Initial Ordinance and Resolution No. 02-797
adopted by the Commission on July 9, 2002.
-"geeS.2007 Bond" br Series -2007 Bonds" -means collectively, the Series 2007A Bonds and the
Series 2007B Bonds.
"Series 2007A Bond" or "Series 2007A Bonds" means the City of Miami, Florida Limited Ad Valorem
Tax Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement
Projects), issued hereunder in an aggregate principal amount not to exceed $115,652,000.
"Series 2007B Bond" or "Series 2007B Bonds" means the City of Miami, Florida Limited Ad Valorem
Tax Bonds, Series 2007B (Homeland Defense/Neighborhood Capital Improvement Projects), issued
hereunder in an aggregate principal amount not to exceed $50,000,000.
"Term Bonds" means Series 2007 Bonds for which Amortization Installments are established on or
before the date of delivery of the Series 2007 Bonds in accordance with the provisions of this
Resolution.
"Underwriters" means, collectively, UBS Securities LLC, J.P. Morgan Securities Inc., SunTrust Capital
Markets, Inc., Raymond James & Associates, Inc. and LaSalle Financial Services, Inc.
Words in this Resolution importing singular numbers shall include the plural number in each case and
vice versa, and words importing persons shall include firms, corporations or other entities including
governments or governmental bodies. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders.
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Section 2. Findings and Determinations. It is hereby ascertained, determined and declared that:
A. The recitals to this Resolution are hereby incorporated herein as findings and determinations.
B. The Homeland Defense/Neighborhood Capital Improvements Projects consist solely of "capital
projects" as such term is used in Article VII, Section 12 of the Constitution of the State .of Florida.
C. As provided in Article VII, Section 12 of the Constitution of the State of Florida, the Series 2007A
Bondzi will he issued aIa lower :lei clverage in+e•cussMari LI iL ; Iv\ a'r'CI arc: fiilGi dal CV.7► I eiiE: iri
the Refunded Bonds.
D. In accordance with Section 218.385(1), Florida Statutes, as amended, the Commission hereby
finds, determines and declares, that a negotiated sale of the Series 2007 Bonds is in the best interest
of the City for the following reasons:
(i) the complex structure and timing of the issuance of the Series 2007 Bonds require extensive
planning, and it is not practical for the City and the Financial Advisor to engage in such planning within
the time constraints and uncertainties inherent in a competitive bidding process; and
(li) it is necessary to be able to sell the Series 2007 Bonds when market conditions are most favorable
in order to attain the most favorable interest rates on the Series 2007 Bonds and maximize the savings
in refunding the Refunded Bonds; the vagaries of the current and near future municipal bond market
,--demandthat tb !-trderwriters.have.the maximum tirre_and flexi.taility.to.,prire_ d..m.arke the Series
2007 Bonds, in order to obtain the most favorable interest rates available and maximize the savings in
refunding the Refunded Bonds.
Section 3. Contract. In consideration of the acceptance of the Series 2007 Bonds authorized to be
issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed
to be and shall constitute a contract between the City, the Bondholders, the Bond Registrar and the
Paying Agent. The covenants and agreementsherein set forth to be performed by the City shall be for
L4he=equal benefit, protection and •security-of-the;Bondholders;- and all Series 2007 Bonds shall be of
equal rank and without preference, priority or distinction over any other thereof, except as expressly
provided herein.
Section 4. Authorization of the Series 2007 Bonds; Sale and Award of the Series 2007 Bonds.
._A. Subject and pursuant to the provisions of the Initial Ordinance and this Resolution, a second series
of Voter Approved Bonds of the City known as "City of Miami, Florida Limited Ad Valorem Tax
Refunding Bonds, Series-2007A (Homeland Defense/Neighborhood Capital lmpr"ovement Projects)"
are hereby authorized to be issued in an aggregate principal amount of not exceeding One Hundred
Fifteen Million Six Hundred Fifty Two Thousand Dollars ($115,652,000.00) for the purpose of refunding
the Refunded Bonds and paying costs of issuance of the Series 2007A Bonds. •
B. Subject and pursuant to.the provisions of the initial Ordinance and this Resolution, a third series of
Voter Approved Bonds of the City to be known as "City of Miami, Florida, Limited Ad Valorem Tax
Bonds, Series 2007B (Homeland DefenselNeighborhood Capital Improvement Projects)" are hereby
authorized to be issued in an aggregate principal amount of not exceeding Fifty Million Dollars
($50,000,000.00) for the purpose of paying the costs of the Homeland Defense/Neighborhood Capital
Improvements Projects and costs of issuance of the Series 2007B Bonds.
C. The City Manager shall determine the aggregate principal amount of each Series to be issued and
may determine to issue the Series 2007 Bonds at one time or as needed. In the event that Capital
Appreciation Bonds or similar bonds are issued, only the original principal amount of such Capital
Appreciation Bonds shall be deemed issued on the date of issuance for the purposes of the maximum
amount of each Series authorized to be issued under the Bond Resolution.
D. The City Manager is hereby authorized and directed to award the Series 2007 Bonds to the
Underwriters at a purchase price of not less than ninety-nine percent (99%) (inclusive of underwriters'
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File Number 07-00750
discount, but not inclusive of original issue discount; the original issue discount may be such as is
necessary to market and sell the Series 2007 Bonds) of the original principal amount of the Series
2007 Bonds and at a true interest cost rate ("TIC") (i) with respect to the Series 2007A Bonds, that
results in present value total debt service savings on the Refunded Bonds of not less than three
percent (3.0%), and (ii) with respect to the Series 2007B Bonds, not to exceed five and one half
percent (5.5%) per annum (in each case, the "Maximum TIC"). Each Series shall be dated such date,
shall be issc,d li i such pr ii icipal amourit, irom the dates j:+dyeiu!e n the first
day of January and July of each year (with respect to Current Interest Bonds), commencing on such
date, at the rates, and shall mature on the first day of January of each year in accordance with the
maturity schedule, but not later than the maturity date of the Refunded Bonds, with respect to the
Series 2007A Bonds and but not later than thirty (30) years from October 11, 2001, with respect to the
Series 2007B Bonds, be issued as either Current Interest Bonds or Capital Appreciation Bonds and as
Serial Bonds and/or Term Bonds and, if such Series 2007 Bonds are issued as Term Bonds, be
subject to such Amortization Installments by operation of the Bond Amortization Account, all as such
dates, principal amount, rates, Accreted Values, maturity schedule and Amortization Installments may
be approved and determined by the City Manager and set forth in the Bond Purchase.Agreement, with
the execution and delivery of the Bond Purchase Agreement as described in Section 6 hereof being
conclusive emide.nne ()Ube:...City's appc ► al,..pt.. v ael t at.the.Il.0 shatinotexceed,the. Maximi►maIC, „-... �..
[Enter Text Here]
Section 5. Terms, Redemption and Form of Series 2007 Bonds.
A. The Series 2007 Bonds shall be issued as fully registered bonds in the denomination of $5,000
each or any integral multiple thereof (or $5,000 Accreted Value at Maturity with respect to Capital
Appreciation Bonds) and the Series 2007 Bonds shall be numbered consecutively from 1 upward
preceded by the letter "R-A" or "R-B" with respect to Current Interest Bonds for each Series as
applicable; and preceded by the letters "RCA-A"--or-"RCA-B" with respect to Capital Appreciation
Bonds for each Series as applicable. The principal of and redemption premium, if any, on the Series
2007 Bonds shall be payable upon presentation and'surrender at the designated office of the Paying
Agent. Interest on the Current Interest Bonds shall be paid by check or draft drawn upon the Paying
Agent and mailed to the registered owners of such. Series 2007 Bonds at the addresses.. as they
appear on the registration books maintained by the Bond Registrar at the close of business on the
15th day (whether or not a business day) of the month next preceding the interest payment date (the
-"Record-Date"), Irrespective of any transfer or exchange of such Series 2007 Bonds subsequent to
such Record Date and prior to such interest payment date, unless he City shall be in default in
payment of interest due on such interest payment date; provided, however, that (i) if ownership of
Series 2007 Bonds is maintained in a book -entry only system by a securities depository, such payment
may. be made by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if
such Series 2007 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 2007 Bonds,
such payments may be made by wire transfer to the bank and bank account specified in writing by
such holder on or prior to the Record Date (such bank being a bank within the continental United
States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of
such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the
payment due such holder. In the event of any default in the payment of interest, such defaulted
interest shall be payable to the persons in whose names such Series 2007 Bonds are registered at the
close of business on a special record date for the payment of such defaulted interest as established by
notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registere ownerse
Series 2007 Bonds not lessthan fifteen (15)ys preceding such special record date. Such notice shall
be mailed to the persons in whose names the Series 2007 Bonds are registered at the close of
business on the fifth day (whether or not a business day) preceding the date of mailing.
B. The Series 2007 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 2007 Bonds and attested to by
City of Miami Page 8 of 27 Printed On: 6/6/2007
File Number: 07-00750
the City Clerk. In addition, the City Attorney or any Assistant City Attorney shall sign the Series 2007
Bonds, showing approval as to the form and correctness thereof. The signatures of the City Manager,
the City Clerk and the City Attorney on the Series 2007 Bonds may be by facsimile. If any officer
whose signature appears on the Series 2007 Bonds ceases to hold office before the delivery of the
Series 2007 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In
addition, any Series 2007 Bond may bear the signature of, or may be signed by, such persons as at
the act'ua! time of execution of such Series 2007 Bond shall be the proper officers to sign such Sei ies
2007 Bond although at the date of such Series 2007 Bond or the date of delivery thereof such persons
may not have been such officers.
C. Only such of the Series 2007 Bonds as shall have endorsed thereon a certificate of authentication
substantially in the form hereinafter set forth in Section 5.K hereof, duly manually executed by the
Bond Registrar, shall be entitled to any right or benefit under the Bond Resolution. No Series 2007
Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication
shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon
any such Series 2007 Bond shall be conclusive evidence that such Series 2007 Bond has been duly
authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication
on any Series 2007 Bond shall be deemed to have been duly executed if signed by an authorized
offirgrbf the Ba dRegistrai,; btatltshdill-not-be c s-sary that -the same officcrsicirdhh.eec.ert3ficate-of..m
authentication on all of the Series 2007 Bonds that may be issued hereunder at any one time. The
foregoing notwithstanding, if at any time, the City serves as the Bond Registrar under the Bond
Resolution, the Series 2007 Bonds shall be authenticated by the manual signature of the Finance
Director, and the registered owner of any Series 2007 Bond so authenticated shall be entitled to the
benefits of the Bond Resolution.
D. Any Series 2007 Bond may be transferred upon the registration books maintained by the Bond
Registrar upon delivery thereof to the designated office of the Bond Registrar accompanied by a
written instrument -or instruments -of transfer -in -form and with guaranty -of signature satisfactory to the
Bond Registrar, duly executed by the Bondholder or his attorney -in -fact or legal representative,
containing written instructions as to the details of the transfer of such Bond, along with the social
security number or federal employer identification number of such transferee. In all cases of a transfer
of a Series 2007 Bond, the Bond Registrar .shall -at-the . earliest practical time in accordance with the
terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of
the new transferee or transferees a new fully registered Series 2007 Bond or Series 2007 Bonds of the.
o
same Series, maturity and of authorized -denomination or denominations, for the same aggregate
principal amount and payable from the same source of funds. Series 2007 Bonds may be exchanged
at the office of the Bond Registrar for a like aggregate principal amount of Series 2007 Bonds, of other
authorized denominations of the same Series and maturity. The City and the Bond Registrar may
charge the Bondholder for the registration of every transfer or exchange of a Series 2007 Bond an
amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other
than by the City) to be paid with respect to the registration of such transfer or exchange, and may
require that such amounts be paid before any such new Series 2007 Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any
Series 2007 Bond as the absolute owner of such Series 2007 Bond for the purpose of receiving
payment of the principal thereof, Accreted Value (with respect to Capital Appreciation Bonds) and the
interest (with respect to Current Interest Bonds) and redemption premium, if any, thereon. The Series
2007 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal
amount of Series 2007 Bonds or other authorized denomination of the same Series and maturity.
E. If any Series 2007 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its
discretion (i) deliver a duplicate replacement Series 2007 Bond, or (ii) pay a Series 2007 Bond that has
matured or is about to mature. A mutilated Bond shall be surrendered to and canceled by the Bond
Registrar. The Bondholder must furnish the City and the Bond Registrar proof of ownership of any
destroyed, stolen or lost Series 2007 Bond; post satisfactory indemnity; comply with any reasonable
conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond Registrar's
City of Miami Page 9 of 27 Printed On: 6/6/2007
File Number: 07-00750
reasonable expenses.
Any such duplicate Series 2007 Bond shall constitute an original contractual obligation on the part of
the Citywhether or not the destroyed, stolen or lost Series 2007 Bond be at any time found by anyone,
and sudh duplicate Series 2007 Bond shall be entitled to equal and proportionate benefits and rights
as to lien on, and source of payment of and security for payment from, the funds pledged to the
payment of the Series 2007 Bond so mutilated, destroyed, or stolen or lost.
-. The VcriVo 2007 wands may be subject to redemption prior to their maturity at such times and Ili
such manner as set forth in the Bond Purchase Agreement and approved by the City Manager
pursuant to the authority described herein; provided, however that redemption premium, if any, for an
optional redemption of the Series 2007 Bonds shall not exceed two percent (2%) of the aggregate ,
principal amount of Series 2007 Bonds called for redemption. Notice of redemption shall be giveh by
deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) days
before the redemption date to all registered owners of the Series 2007 Bonds or portions of the Series
2007 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 2007 Bond, or any defect therein, shall not affect the validity of the proceedings for
redemption of any Series 2007 Bond or portion thereof with respect to which no failure or defect
Such notice shall set forth the date fixed for redemption, the rate"of interest borne by each Series 2007
Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the
redemption price 10 be paid and, if less than all of the Series 2007 Bonds then outstanding shall be
called for redemption, the distinctive Series, numbers and letters, including CUSIP numbers, if any, of
such Series 2007 Bonds to be redeemed and, in the case of Series 2007 Bonds to be redeemed in
part only, the portion of the principal amount thereof to be redeemed. If any Series 2007 Bond is to be
redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or
-after the-redemption-date,--upon-surrender of such Series 2007 Bond, a new Series 2007 Bond or
Series 2007 Bonds of the same Series in a principal amount equal to the unredeemed portion of such
Series 2007 Bond will be issued.
In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned
upon the deposit of -moneys, in an amount equal to the amount necessary to effect the redemption,
with_the Bond Registrar, Paying Agent or an Authorized Depository acting as escrow agent no later
than,the redemption date or (2) the City retains the right to rescind such notice on or prior to the
scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional
redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as
described in this subsection. Any such notice of Conditional Redemption shall be captioned
"Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior
to the redemption date if the Finance Director delivers a written direction to the Bond Registrar
directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt
notice of such rescission to the affected Bondholders. Any Series 2007 Bonds subject to Conditional
Redemption where redemption has been rescinded shall remain Outstanding, and neither the
rescission nor the failure by the City to make such funds available shall constitute an event of default
under this Resolution. The Bond Registrar shall give immediate notice to the securities information
repositories and the affected Bondholders that the redemption did not occur and that the Series 2007
Bonds called for redemption and not so paid remain Outstanding.
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 2007 Bond receives such notice.
The Bond Registrar shall not be required to transfer or exchange any Series 2007 Bond after the
mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a
notice of redemption.
G. Notice having been given in the manner and under the conditions provided in Section 5.F above,
the Series 2007 Bonds or portions of Series 2007 Bonds so called for redemption shall; provided that
such redemption was not canceled as provided above, on the redemption date designated in such
City of Miami Page 10 of 27 Primed On: 6/6/2007
File Number: 07-00750
notice, become and be due and payable at the redemption price provided for redemption for such
Series 2007 Bonds or portions of Series 2007 Bonds on such date. On the date so designated for
redemption, moneys for payment of the redemption price being held in separate accounts by the
Paying Agent or other Authorized Depository in trust for the registered owners of the Series 2007
Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Series
2007 Bonds or portions of Series 2007 Bonds so called for redemption shall cease to accrue, such
Series 2007 Bonds and portions of Series 21)07 Bonds snag: c: ccc to be entitled to any lien, benefit yr
security under this Bond Resolution and shall be deemed paid hereunder, and the registered owners
of such Series 2007 Bonds or portions of Series 2007 Bonds shall have no right in respect thereof
except to receive payment of the redemption price thereof and, to the extent provided in the next
subsection, to receive Series 2007 Bonds for any unredeemed portions of the Series 2007 Bonds.
H. In case part but not all of an outstanding fully registered Series 2007 Bond shall be selected for
redemption, the registered owners thereof shall present and surrender such Series 2007 Bond to the
Paying Agent for payment of the principal amount thereof so called for redemption, and the City shall
execute and deliver to or upon the order of such registered owner, without charge therefor, for the
unredeemed balance of the principal amount of the Series 2007 Bonds so surrendered, a Series 2007
Bond or Series 2007 Bonds of the same Series fully registered as to principal and interest.
4. --Series 2007 Bonds or portiors»af-Ser-ies 200 -Bonds-thot-have=been my called -for redemption
under the provisions hereof, or as to which irrevocable instructions to call for redemption have been
given by the City, and with respect to which amounts (including Government Obligations) sufficient to
pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds) redemption premium,
if any, and interest (with respect to Current Interest Bonds) to the date fixed for redemption shall be
delivered to and held in separate trust accounts by an escrow agent, any Authorized Depository or the
Paying Agent (other than the City) in trust for the registered owners thereof, as provided in this
Resolution, shall not be deemed to be Outstanding under the provisions of the Bond Resolution and
shall cease #o be entitled to -any lien, -benefit or security under the Bond Resolution, except to receive
the payment of the redemption price on or after the designated date of redemption from moneys
deposited with or held by the escrow agent, Authorized Depository or Paying Agent (other than the
City), as the case may be; for such redemption of the Series 2007 Bonds and, to the extent provided in
the preceding subsection, to receive Series 2007 Bonds of the same Series for any unredeemed
portion of the Series 2007 Bonds.
J. If the date for payment of the principal (Accreted Value) of, redemption premium, if any, or interest
on the Series 2007 Bonds shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an
entity other than the City, a day on which banking institutions in the city where the corporate trust office
of the Paying Agent is located are authorized by law or executive order to close, then the date for such
payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on
which such banking institutions are authorized to close, and payment on such day shall have the same
force and effect as if made on the nominal date of payment.
K. The text of the Series 2007 Bonds, the authentication certificate to be endorsed thereon and the
form of assignment for such Series 2007 Bonds shall be substantially in the following form, with such
omissions, insertions and variations as may be necessary or desirable and authorized by this
Resolution or as may be approved and made by the officers of the City executing the same, such
execution to be conclusive evidence of such approval, including, without limitation, such changes as
may be required for the issuance of uncertificated public obligations:
[Form of Series 2007 Bond]
[INSERT THE FOLLOWING ONLY FOR CURRENT INTEREST BONDS]
[No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI, FLORIDA
LIMITED AD VALOREM TAX [REFUNDING] BOND, SERIES 2007[A][B]
City of Miami Page 11 of 27 Printed On: 6/6/2007
File Number.: 07-00750
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS)
iterest Rate
Registered Owner:
Maturity Date Dated Date CUSIP
January 1,
Principal Amount: Dollars
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to
the Registered Owner identified above, or to registered assigns or legal representatives, to the extent
and from the sources provided therefor, as described herein, on the Maturity Date identified above (or
earlier as hereinafter provided), the Principal Amount identified above, upon presentation and
surrender hereof at the designated office of Commerce Bank, National Association in Jacksonville,
Florida, as the Paying Agent for the Series 2007[A][B] Bonds, or any successor Paying Agent
appoir ted•ay-the•City- pursuant:t the4ioncl Resolutis !aer.einafter-referred:-to, and to pay; to_the.,axtent- ti
and from the sources herein described, interest on the principal sum from the date hereof, or from the
most recent interest payment date to which interest has been paid, at the Interest Rate per annum
identified above, until payment of the Principal Amount, or until provision for the payment thereof has
been duly provided for, such interest being payable semiannually on the first day of January and the
first day of July of each year, commencing on 1, 200_. Interest will be paid on each
such interest payment date by check or draft mailed to the Registered Owner hereof at his address as
_.it -appears on the registration books of the City maintained by the Bond Registrar for the Series
2007[A][B] Bonds, at the close of business on the fifteenth-(15th) day (whether or not a business day)
of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer
or exchange of such Series 2007[A][B] Bond subsequent to each Record Date and prior to such
interest payment date, unless the City shall be in default in payment of interest due on such interest
payment date. In the event of any such default, such defaultedinterestshall be payable to the person
in whose name such Series 2007[A][B] Bond is registered at the close of business on a special record
date:for the payment of such defaulted interest as established by notice deposited in the U.S. mails,
postage prepaid, by the Bond Registrar to the Registered Owners of Series 2007[A][B] Bonds not less
than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons
in whose names the Series 2007[A][B] Bonds are registered at the close of business on the fifth (5th)
day (whether or not a business day) preceding the date of mailing.]
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
[No. RCA- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI, FLORIDA
LIMITED AD VALOREM TAX [REFUNDING] BOND, SERIES 2007[A][B]
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS)
iterest Rate Maturity Date Original Issue Date CUSIP
0
Registered Owner:
January 1,
Principal Amount: Dollars
City of Miami Page 12 of 27 Printed On: 6/6/2007
File Number: 07-00750
Amount Due at Maturity: Dollars
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to
the Registered Owner identified above, or to registered assigns or legal representatives, to the extent
and from the sources provided therefor, 3S descriherl heroin on the Mcturity Date idcnttificd above (or
earlier as hereinafter provided), the Amount Due at Maturity identified above, upon presentation and
surrender hereof at the designated office of Commerce Bank, National Association in Jacksonville,
Florida, as the Paying Agent for the Series 2007[A][B] Bonds, or any successor Paying Agent
appointed by the City pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent
and from the sources herein described, interest on the principal sum from the Original Issue Date set
forth above, at the Interest Rate per annum identified above, compounded on the first day of January
and July of each year until payment of the Principal Amount Due at Maturity or until provision for the
payment thereof has been duly provided for. The principal amount hereof plus interest so
compounded to any earlier date shall be the Accreted Value of this bond as of such date. A schedule
setting forth the Accreted Values of this bond as of January 1 and July 1 of each year for each $5,000
of amount due at maturity appears at the end of this bond ] „,
Series 2007[Aj[b] Bond is one of an authorized issue and series of bonds in'theYaggregate
principal amount of $ (the "Series 2007[A][B] Bonds") of like date, tenor and effect,
except as to number, maturity and interest rate, issued to [refund a portion] of the City's Limited Ad
Valorem Tax Bonds, Series 2002 (Homeland Defense/Neighborhood Capital Improvement Projects),]
[pay the cost of acquisition, construction and equipping of certain homeland defense/neighborhood
capital improvements within the City,] pursuant to the authority of and in full compliance with the
Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the
Constitution,: Chapter .166, Florida Statutes, to the, extent not inconsistent.with and not repealed by the
provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137
duly enacted by the City on October 11, 2001 and Resolution No. 07-_ duly adopted by the City on
, 2007 (collectively, the "Bond Resolution"), and other applicable provisions of law.
This, Series 2007[A][B] Bond is subject to all the terms and conditions of the Bond Resolution, and
capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the
Bond Resolution.
This Series 2007[A][B] Bond shall not be or constitute a general indebtedness within the meaning of
any constitutional or statutory provision or limitation and the City is not obligated to levy any ad
valorem taxes other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the
payment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of
Florida or any political subdivision or agency thereof (except the taxing power of the City, but only to
the extent of the Limited Ad Valorem Tax) is pledged to the payment of this Series 2007[A][B] Bond,
and it is expressly agreed by the Registered Owner of this Series 2007[A][B] Bond that, except for the
Limited Ad Valorem Tax, such Registered Owner shall never have the right to compel the exercise of
the ad valorem taxing power of the City or taxation in any form on any real or personal property for the
payment of the principal of, Accreted Value (with respect to Capital Appreciation Bonds) and interest
(with respect to Current Interest Bonds) on this Series 2007[A][B] Bond or for the payment of any other
amounts provided for in the Bond Resolution.
The Series 2007[A][B] Bonds are special limited obligations of the City payable from (i) the Limited Ad
Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the extent provided in
the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available
non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the
Principal and Interest Account and the Bond Amortization Account is sufficient to pay the principal of,
Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any and interest
(with respect to Current Interest Bonds) on the Series 2007 Bonds then due and payable; provided,
however, that not more than 10% of the Maximum Annual Debt Service on the Series 2007 Bonds may
City of Miami Page 13 of 27 Printed On: 6/6/2007
File Number: 07-00750
be paid from such non -ad valorem revenues in, any Fiscal Year. In the event of a deficiency in the
amount of ad valorem taxes collected to pay the principal of and interest on the City's full faith and
credit general obligation bonds issued prior to November 13, 2001, or issued to refund general
obligation bonds issued prior to November 13,:2001, revenues collected from the levy of the Limited
Ad Valorem Tax shall be applied to cure any such deficiency.
Reference is made to the Bond Resolution for the provisions, among others, relating to the terms, lien
and security for the Series 2n07[A][B] Botwk, the custody and application of the proceeds of the
Series 2007[A][B] Bonds, the rights and remedies of the holders of the Series 2007[A][B] Bonds, and
the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the
registered owner hereof assents by acceptance hereof.
[INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE SERIES 2007 BONDS ARE
SUBJECT TO REDEMPTION]
[The Series 2007[A]IB] Bonds maturing January 1, are subject to mandatory redemption prior to
maturity, in part, as selected by lot, at a redemption price of 100% of the principal amount thereof on
January 1, and on each January 1 thereafter in the following principal amounts:
Date Principal Amount
* Maturity.]
the Series 2007[A][B] Bonds maturing on 1, and thereafter shall be [further]
subject to redemption prior to their maturity, at the option of the City on or after 1,
_ as ,..as a_wholeor.in part at any.time-(selected-by-the City: among m:aturitiesand bylot:within a
maturity), at the redemption prices (expressed as percentages of principal amount) set forth in the
following table, plus accrued interest from the most recent interest payment date to the redemption
date:Redemption Periods (Both Dates Inclusive) Redemption Prices
anuary 1, through December 31,
anuary 1, and thereafter]
[Enter Text Here]
[Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at
least thirty (30) days prior to the date fixed for redemption to the registered owner of each Series
2007[A][B] Bond to be redeemed at the address shown on the registration books maintained by the
City, as Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Bond
Resolution. Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not
affect the validity of the proceedings for the redemption of any Series 2007[A][B] Bond or portion
thereof with respect to which no such failure or defect has occurred. All such Series 2007[A][B] Bonds
called for redemption and for the retirement of which funds are duly provided will cease to bear interest
on such redemption date.]
This Series 2007[A][B] Bond may be transferred upon the registration books of the City upon delivery
thereof to the designated office of the Bond Registrar accompanied by a written instrument or
instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly
executed by the registered owner of this Series 2007[A][B] Bond or by his attorney -in -fact or legal
representative, containing written instructions as to the details of transfer of this Bond, along with the
City of Miami Page 14 of 27 Printed On: 6/6/2007
File Number: 07-00750
social security number or federal employer identification number of such transferee. In all cases of a
transfer of a Series 2007[A][B] Bond, the Bond. Registrar shall at the earliest practical time in
accordance with the provisions of the Bond Resolution enter the transfer of ownership in the
registration books and shall deliver in the name of the new transferee or transferees a new fully
registered Series 2007[A][B] Bond or Series 2007[A][B] Bonds of the same maturity and of authorized
denomination or denominations, for the same aggregate principal amount andpayablefrom the same
funds. ;: nn7[ ][ ] i.. _ g J f rof theB ui
source of , un�.s. Series � ,,,�, t^ai6; �iri �Cu� �is �nV he F�:hCh_+il eu dt. ;tit C':Iltia C; ;;,d ;'��c'iOTreZ1 r'L,7 Ci
like aggregate principal amount of Series 2007[A][B] Bonds, of authorized denominations of the same
series and maturity. The City and the Bond Registrar may charge the owner of such Series 2007[A][B]
Bond for the registration of every transfer or.exchange of a Series 2007[A][B] Bond an amount
sufficient to reimburse them for any tax, fee or any other governmental charge required (other than'by
the City) to be paid with respect to the registration of such transfer or exchange, and may require that
such amounts be paid before any such new Series 2007[A][B] Bond shall be delivered.
If the date for payment of the principal of, redemption premium, if any, or interest on this Series
2007[A][B] Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity
other than the City, a day on which banking institutions in the city where the corporate trust office of
the Paying Agent is located are authorized by law or executive order to close, then the date for such
_payme_33 shall be the next suoceecing_day which is not.a_Saturday_, _Sunday, legal holid?y or a-dey--on
which such banking institutions are authorized to close, and payment on such day shall have the same
force and effect as if made on the nominal date of payment.
The City has established a book -entry system of registration for the series of Series 2007[A][B] Bonds
of which this is one. Except as specifically provided otherwise in the Bond Resolution, an agent will
hold this Series 2007[A][B] Bond on behalf of the beneficial owner hereof. By acceptance of a
confirmation of purchase, delivery or transfer, the beneficial owner of this Series 2007[A][B] Bond shall
be deemed to have agreed to such arrangement.
Jt-ts-hereby-certified and recited_that iris:-.Series=2007[A][B] Bond -is -authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts,
conditions and things required to exist, to happen, and to be performed precedent to the issuance of
this Series 2007[A][B] Bond exist, have happened and have been performed in regular and due form
and time as required by the laws and Constitution of the State of Florida applicable hereto; that the
issuance of the Series 2007[A][B] Bonds of this issue does not violate any constitutional or statutory
limitation or provision; that due provision has been made for the levy and collection of the Limited Ad
-Valorem—Tax upon all taxable--property-withirrthe-orporate limits-otthe City (excluding exemptions as
provided by applicable law), to pay the principal of, Accreted Value (with respect to Capital
Appreciation Bonds), redemption premium, if any and interest (with respect to Current Interest Bonds)
on the Series 2007[A][B] Bonds as the same shall become due and payable, which tax shall be
assessed, levied and collected at the same time and in the same manner as other ad valorem taxes
are assessed, levied and collected within the corporate limits of the City.
This Series 2007[A][B] Bond shall not be valid or become obligatory for any purpose or be entitled t
any security or benefit under the Bond Resolution until the Certificate of Authentication endorsed
hereon shall have been manually signed by the Bond Registrar.
This Series 2007[A][B] Bond is and has all the qualities and incidents of, an investment security under
the Uniform Commercial Code -Investment Securities Law of the State of Florida.
IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2007[A][B] Bond and has
caused the same to be signed by its City Manager and attested and countersigned by its City Clerk,
either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its
seal to be reproduced hereon as of the date hereof.
(SEAL)
CITY OF MIAMI, FLORIDA
By:
City of Miami Page 15 of 27 Primed On: 6/6/2007
File Number: 07-00750
Pedro G. Hernandez, City Manager
ATTESTED AND COUNTERSIGNED:
By:
Priscilla A. Thoriipsuii, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS
By:
Jorge L. Fernandez, City Attorney
CETFCT OF AUTHENTICATION
This Series 2007[A][B] Bod is one of the Series 2007[A][B] Bonds designtdin and executed under to
provisions.of.the within-mentioned_Bon,Resotution.
as Bond Registrar
By:
Authorized Officer
Date of Authentication:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Series 2007[Ai[B] Bond -and aIi rights thereunder,, -and -hereby irrevocably -constitutes and
appoints as attorney to register the transfer of the within Series 2007[A][B] Bond on the books kept for
registration and registration of transfer thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
TICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a
member firm of any other recognized national securities exchange or a commercial bank or a trust
company. NOTICE: No transfer will be registered and no new
Series 2007[A][B] Bond will be issued in the name of the Transferee, unless the signature(s) to this
assignment correspond(s) with the name as it appears upon the face of the within Series 2007[A][B]
Bond in every particular, without alteration or enlargement or any change whatever and the Social
Security or Federal Employer identification Number of the Transferee is supplied.
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
TABLE OF ACCRETED VALUES
City of Miami Page 16 of 27 Printed On: 6/6/2007
File Number 07-00750
)ate
[End of Four) of Series 2007 Bond]
Accreted Values
Section 6. Authorization and Approval of Bond Purchase Agreement. The execution and delivery
of the Bond Purchase Agreement is hereby authorized and approved. The Commission hereby
authorizes and directs the City Manager to determine the final provisions of the Bond Purchase
Agreement, within the parameters for the Series 2007 Bonds set forth in Sections 4.D. and 5.F. of this
Resolution. Upon compliance by the Underwriters with the requirements of Section 218.385(2) and
(3), Florida Statutes, and Section 218.385(6), Florida Statutes, by filing the "truth -in -bonding
statement" and the "disclosure statement" required by said statutory provisions, the City Manager, is
hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the
Bond Purchase Agreement in substantially the form approved at this meeting and attached hereto as
Exhibit "A", subject to such changes, insertions and omissions and such filling in of blanks therein as
hereafter may be approved and made by the City 1Vlanager upon the adviceof'tlieLay Attorney and
the City's bond counsel. The execution, attestation and delivery of the Bond Purchase Agreement, as
described herein, shall be conclusive evidence.Of the City's approval of any such determinations,
changes, insertions, omissions or filling in of blanks.
Section 7. Authorization and Approval of Negotiated Sale of the Series 2007 Bonds. Based on the
findings set forth in Section 2.D. hereof, the Commission hereby approves the negotiated sale of the
Series 2007 Bonds to the Underwriters, and the Series 2007 Bonds shall be sold and awarded to the
Underwriters, upon the terms and conditions set forth herein and as set forth in the Bond Purchase
Agreement.
Section 8. Application of Series 2007 Bond Proceeds.
A. The proceeds, including accrued interest and premium, if any, received from the sale of the Series
2007A Bonds shall be applied by the City, simultaneously with delivery of the Series 2007A Bonds, as
follows:
1. Accrued interest, if any, shall be deposited in the account designated "City of Miami 2007 Limited
Ad Valorem Tax Bonds Principal and Interest Account" (the "Principal and Interest Account") which is
hereby established with the Paying Agent, who shall apply such moneys to pay interest on the Series
2007A Bonds which constitute Current Interest Bonds as the same becomes due.
2. An amount set forth in a certificate of the Finance Director delivered concurrently with the delivery
of the Series 2007 Bonds (the "Proceeds Certificate") shall be transferred to the Escrow Agent for
deposit into the Escrow Deposit Trust Fund established pursuant to the Escrow Deposit Agreement
and shall be used and applied pursuant to and in the manner described in the Escrow Deposit
Agreement to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds),
redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Refunded
Bonds.
3. The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a
separate account designated "City of Miami 2007A Limited Ad Valorem Tax Refunding 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 2007A Bonds and refunding the Refunded Bonds. Any
balance remaining after payment or provision for payment of such expenses has been made shall be
transferred to the Paying Agent for deposit in the Principal and Interest Account and the Bond
Amortization Account, if any, and used solely to pay principal of, Accreted Value (with respect to
Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), and interest (with
City of Miami Page 17 of 27 Printed On: 6/6/2007
File Number: 07-00750
respect to Current Interest Bonds) on the Series 2007A Bonds.
B. The proceeds, including accrued interest and premium, if any, received from the sale of the Series
2007B Bonds shall be applied by the City, simultaneously with delivery of the Series 2007B Bonds, as
follows:,'.
1. Accrued interest, if any, shall be deposited in the Principal and Interest Account and the Paying
Agent shall apply such moneys to pay interest on the Series 2007B Bonds which constitute Current
Interest Bnndc as the came beCOrrIP rli,IP
2. An amount set forth in the Proceeds Certificate shall be deposited in a separate account
designated "City of Miami 2007E Limited Ad Valorem Tax Bonds Construction Account" (the
"Construction Account") which is hereby established with the City and shall be disbursed to pay the
costs of the Homeland Defense/Neighborhood Capital Improvements Projects. Any balance remaining
after payment or provision for payment of such costs of the Homeland Defense/Neighborhood Capital
Improvements Projects shall be transferred to the Paying Agent for deposit in the Principal and
Interest Account and the Bond Amortization Account, if any, and used solely to pay principal of,
Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to
Term Bonds), and interest (with respect to Current Interest Bonds) on the Series 2007B Bonds. Any
investment income earned with respect to deposits in the Construction Account may be'used, at the
option of the City, to pay costs of the Homeland Defense/Neighborhood Capital Improvements
Projects or may be transferred to the Paying Agent for deposit in the Principal and Interest Account
and used to pay interest on the Series 2007B Bonds which constitute Current Interest Bonds.
3. The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a
separate account designated "City of Miami 2007B Limited Ad Valorem Tax 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 2007B 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 -costs of the Homeland Defense/Neighborhood Capital
Improvement Projects or to the Paying Agent for deposit in the Principal and Interest Account and the
Bond Amortization Account, if any, and used solely to pay principal of, Accreted Value (with respect to
Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), and interest (with
respect to Current Interest Bonds) on the Series 2007B Bonds.
C. In the event any portion of the Series 2007 Bonds are issued as Term Bonds, there is hereby
established with the Paying Agent, an account designated "City of Miami 2007 Limited Ad Valorem
-- -max Bonds-Amortization4ccount' (the-"Bond-Am-ortization Account") --in which -amounts are to
deposited to pay the Amortization Installments on such Term Bonds.
Section 9. Investment of Series 2007 Bond Proceeds and Other Moneys. The portion of the
proceeds of the Series 2007A Bonds and other moneys held under the provisions of the Escrow
Deposit Agreement shall be invested as provided in the Escrow Deposit Agreement. All other
proceeds of the Series 2007 Bonds and other moneys held under the provisions of this Resolution
may be invested by the City and, with respect to the Principal and Interest Account and the Bond
Amortization Account, if applicable, shall be invested by the Paying Agent at the direction of the
Finance Director, in such investments as are permitted by applicable law,
Section 10, Levy of Limited Ad Valorem Tax: Payment and Pledge. In each Fiscal Year while
any of the Series 2007 Bonds are Outstanding, the City shall assess, levy and collect the Limited Ad
Valorem Tax to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds),
Amortization Installments (with respect to Term Bonds), and interest (with respect to Current Interest
Bonds) on the Series 2007 Bonds as the same shall become due.
The Limited Ad Valorem Tax shall be assessed, levied and collected in the same manner and at the
same time as other ad valorem taxes are assessed, levied and collected and the proceeds of said tax
shall be applied solely to the payment of the principal of, Accreted Value (with respect to Capital
Appreciation Bonds), Amortization Installments (with respect to Term Bonds), redemption premium, if
City of Miami Page 18 0.127 Printed On: 6/6/2007
File Number: 07-00750
any, and interest (with respect to Current Interest Bonds) on the Series 2007 Bonds; provided,
however, that in the event of a deficiency in the amount of ad valorem taxes collected to pay the
principal of and interest on the City's full faith and credit general obligation bonds issued prior to
November 13, 2001 or issued to refund general obligation bonds issued prior to November 13, 2001,
revenues collected from the levy of the Limited Ad Valorem Tax shall be applied to cure .any such
deficiency. At least two Business Days prior to each interest or principal payment date for the Series
2007 Bonds. the City
ohu : firu_ sf c- tv the Paying Agent
fGr der -sit in the Prinrpa' anti
Account and the Bond Amortization Account, if applicable, an amount sufficient to pay the principal of,
Accreted Value (with respect to Capital Appreciation Bonds) Amortization Installments (with respect to
Term Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on the
Series 2007 Bonds then due and payable and the Paying Agent is hereby authorized and directed to
apply such funds to said payment.
The Series 2007 Bonds shall not be or constitute a general indebtedness within the meaning of any
constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem
taxes other than the Limited Ad Valorem Tax for the payment thereof. Neither the full faith and credit
nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof
(except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged
:,to the payment of the Series 2007 Bonds, and, registered owners of the Series 9007 Bonds shall never
have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form
on any real or personal property for the payment of the principal of, Accreted Value (with respect to
Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) on the Series 2007
Bonds or for the payment of any other amounts provided for in this Resolution.
The City will diligently enforce its right to receive the Limited Ad Valorem Tax revenues and will
diligently enforce and collect such taxes. The City will not take any action that will impair or adversely
affect its right to levy, collect and receive said taxes, or impair or adversely affect in any manner the
_pledge -made -:herein or the rights of the.:Bondhoiders.
Section 11. Covenant to Budget and Appropriate. The City hereby covenants and agrees to the
extent permitted by and in accordance with applicable law and budgetary processes, to prepare,
approve and appropriate in its annual budget for each Fiscal Year, by amendment if necessary, and to
transfer to the Paying Agent for deposit to the Principal and Interest Account and the Bond
Amortization Account, if applicable, legally available non -ad valorem revenues of the City in an amount
which, together with the amounts on deposit from the Limited Ad Valorem Tax in the Principal and
Interest Account and the Bond Amortization Account, if any, is sufficient to pay the principal of,
Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to
Term Bonds), if any, redemption premium, if any, and interest (with respect Current Interest Bonds) on
the Series 2007 Bonds then due and payable; provided, however, the amount of non -ad valorem
revenues budgeted and appropriated with respect to the Series 2007 Bonds in such Fiscal Year shall
not exceed 10% of the Maximum Annual Debt Service on the Series 2007 Bonds. Such covenant and
agreement on the part of the City to budget and appropriate sufficient amounts of legally available
non -ad valorem revenues shall be cumulative, and shall continue until such legally available non -ad
valorem revenues in amounts sufficient to make all required payments hereunder as and when due,
including any delinquent payments, shall have been budgeted, appropriated and actually paid into the
appropriate funds and accounts hereunder; provided, however, amounts so budgeted and
appropriated shall not exceed ten percent (10%) of the Maximum Annual Debt Service on the Series
2007 Bonds in any given Fiscal Year. Such covenant shall not constitute a lien, either legal or
equitable, on any of the City's legally available non -ad valorem revenues or other revenues, nor shall it
preclude the City from pledging in the future any of its legally available non -ad valorem revenues or
other revenues to other obligations,. nor shall it give the Bondholders a prior claim on the legally
available non -ad valorem revenues. The obligation of the City under this Section 11 shall be secured
only by the legally available non -ad valorem revenues actually budgeted and appropriated and
transferred to the Paying Agent for deposit in the Principal and Interest Account or the Bond
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File Number: 07-00750
Amortization Account, as provided herein. The City may not expend moneys not appropriated or in
excess of its current budgeted revenues. The obligation of the City to budget, appropriate and to
make payments hereunder from its legally available non -ad valorem revenues is subject to the
availability of legally available non -ad valorem revenues after satisfying funding requirements for
obligations having an express lien on or pledge of such revenues and after satisfying funding
requirements for essential governmental services of the City.
Section 12. Compliance with Tax Requirements. The City hereby covenants and agrees, for the
benefit of the holders from time to time of the Series 2007 Bonds, to comply with the requirements
applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on
the Series 2007 Bonds from gross income for federal income tax purposes. Specifically, without
intending to limit in any way the generality of the foregoing, the City covenants and agrees:
A. to pay to the United States of America from any legally available funds, at the times required
pursuant to Section 148(f) of the Code, the excess of the amount earned on all nonpurpose
investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been
earned if such non -purpose investments were invested at a rate equal to the yield on the Series 2007
Bonds, plus any income attributable to such excess (the "Rebate Amount");
____..B.-..tq.maintain and retain aILrecords, pertaining, to .and to be. responsiblelfor making or causing. to be
made all determinations and calculations of the Rebate.Amount and required payments of the Rebate
Amount as shall be necessary to comply with the Code;
C. to refrain from using proceeds from the Series 2007 Bonds in a manner that would cause the
Series 2007 Bonds or any of them, to be classified as private activity bonds under Section 141(a) of
the Code; and
D. to refrain from taking any action that would cause the Series 2007 Bonds, or any of them, to
become arbitrage bonds under Section 148 of the Code or hedge bonds under Section 149(g) of the
:Code:.
The City understands that the foregoing covenants impose continuing obligations on the City to comply
with the requirements of the Code so long as such requirements are applicable.
Section 13. Approval of Form of Paving Agent and Registrar Agreement; Appointment of Paving
Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement
is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager
—to•deteTminsthe-final provisions of -the -Paying -Agent and Registrar Agreement:- The City -Manager is
hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the
Paying Agent and Registrar Agreement in substantially the form approved at this meeting and
attached hereto as Exhibit "B", subject to such changes, insertions and omissions and .such filling in of
blanks therein as hereafter may be approved and made by the City Manager upon the advice of the
City Attorney and the City's bond counsel. The execution, attestation and delivery of the Paying Agent
and Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of
any such determinations, changes, insertions, omissions or filling in of blanks. Commerce Bank,
National Association is hereby appointed as the initial Paying Agent and the initial Bond Registrar for
the Series 2007 Bonds.
Section 14. Preliminary Official Statement; Official Statement. The use of a Preliminary Official
Statement in connection with the marketing of the Series 2007 Bonds is hereby authorized. The
Preliminary Official Statement in substantially the form attached hereto as Exhibit "C" is hereby
approved with such changes, insertions and omissions and such filling in of blanks therein as may be
approved by the City Manager in consultation with the City Attorney, the City's bond counsel and the
City's disclosure counsel. The City Manager is hereby authorized to approve and execute, on behalf
of the City, an Official Statement relating to the Series 2007 Bonds with such changes from the
Preliminary Official Statement, within the authorizations and limitations contained herein, as the City
Manager in consultation with the City Attorney, the City's bond counsel and the City's disclosure
City of Miami Page 20 of 27 Printed On: 6/6/2007
File Number: 07-00750
counsel, may approve. The execution and delivery of the Official Statement, as described herein, shall
be conclusive evidence of the City's approval of such Official Statement. The City Manager is hereby
authorized to deem the Preliminary Official Statement final for the purposes of Rule 15c2-12 of the
Securities and Exchange Commission (the "Rule"). The City Manager is hereby authorized to provide
for the printing of the Preliminary Official Statement and the Official Statement by the lowest and most
responsive bidder therefor and the payment of the cost of such printing is hereby authorized to be paid
from the nroceeds of the Series 7.007 Bonds
Section 15. Continuing Disclosure. For the benefit of the holders and beneficial owners from
time to time of the Series 2007 Bonds, the City agrees, in accordance with and as the only obligated
person with respect to the Series 2007 Bonds under the Rule, to provide or cause to be provided+such
financial information and operating data, financial statements and notices, in such manner, as may be
required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of
the City's continuing disclosure agreement, including provisions for enforcement, amendment and
termination, the City Manager is hereby authorized and directed to execute and deliver, in the name
and on behalf of the City, the Continuing Disclosure Agreement in substantially the form attached
hereto as Exhibit "D", subject to such changes, insertions and omissions and such filling -in of blanks
therein as ma.y hereafter be a.p...&soved_by the_.ity Manager.up_on the advice. of the_City Attorneyand
the City's disclosure counsel. Digital Assurance Certification, L.L.C., is hereby appointed as the
Disclosure Dissemination Agent under the Continuing Disclosure Agreement. The execution of the
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 the
Continuing Disclosure Agreement or this Section 15 shall not constitute a default under the Bond
Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure
Agreement.
The City Manager is further authorized and directed to establish, or cause to be established,
procedures in order to ensure compliance by the City with the Continuing Disclosure. Agreement,
including the timely provision of information and notices. Prior to making any filing in accordance with
such agreement, the City Manager shall consult with, as appropriate, the City Attorney, the City's bond
counsel or the City's disclosure counsel. The City Manager, acting in the name and on behalf of the
City, shall be entitled to rely upon any legal advice provided by the City Attorney, the City's bond
counsel or the City's disclosure counsel in determining whether a filing should be made.
[Enter Text Here]
Section 16. Municipal Bond Insurance. In order to produce the lowest true interest cost possible
for the Series 2007 Bonds or any portion thereof, the City Manager is hereby authorized to secure a
municipal bond insurance policy or policies with respect to any or all of the Series 2007 Bonds, if, after
consultation with the Finance Director and the Financial Advisor, the City Manager determines that
obtaining such municipal bond insurance policy is in the best interests of the City. The City is hereby
authorized to provide for the payment of any premium on such municipal bond insurance policy from
the proceeds of the issuance of the Series 2007 Bonds and to enter into such agreements as may be
necessary to secure such municipal bond insurance policy, with the City Manager's execution of any
such agreement to be conclusive evidence of the City's approval thereof; provided, however, that the
City Manager may consult with the Finance Director, the City Attorney and the City's bond counsel in
connection with any such agreement. The provisions of any such agreement shall supersede any
inconsistent provision of this Resolution.
Section 17. Refunding and Redemption of Refunded Bonds; Escrow Deposit Agreement;
Appointment of Escrow Agent. The refunding, defeasance and, as applicable, redemption of the
Refunded Bonds is hereby authorized and approved. The City Manager, after consultation with the
Finance Director and the Financial Advisor, is hereby authorized to determine the Series 2002 Bonds
City of Miami Page 21 of 27 Printed On: 6/6/2007
File Number: 07-00750
which will constitute the Refunded Bonds, the Refunded Bonds to be redeemed prior to maturity and
the date of redemption of such Refunded Bonds to be redeemed prior to maturity.
In order to provide for the defeasance and, as applicable, redemption of the Refunded Bonds, the City
Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and
deliver the Escrow Deposit Agreement in substantially the form approved at this meeting and attached
hereto as Exhibit "E", subject to such changes, insertions and omissions and such filling -in of blanks
thereii i as may be approved arid i'lade by the Cty, Manager upon the au'vice zf the City n tt:i r;c, dtic
the City's bond counsel. The investment of proceeds of the Series 2007A Bonds and other available
moneys in order to provide for the defeasance and redemption of the Refunded Bonds in accordance
with the provisions of the Escrow Deposit Agreement is hereby authorized and approved. The
execution, attestation and delivery of the Escrow Deposit Agreement, as described herein, shall be
conclusive evidence of the City's approval of the Series 2002 Bonds which will constitute the Refunded
Bonds, the Refunded Bonds to be redeemed prior to maturity, the date of redemption of the Refunded
Bonds to be redeemed prior to maturity, the Escrow Deposit Agreement and the investment of the
proceeds of the Series 2007A Bonds and other available moneys thereunder.
Commerce Bank, National Association is hereby appointed the Escrow Agent under the Escrow
Deposit Agreement. The Arbitrage Group, Inc. is hereby appointed as the Verification' Agent.
Section 18. Further Authorizations. The Mayor, the City Managerthe Finance Director, the City
Attorney and the City Clerk, or any of them and such other officers and employees of the City as may
be designated by the Mayor or the City Manager are each designated as agents of the City in
connection with the issuance and delivery of the Series 2007 Bonds and the refunding of the Refunded
Bonds and are authorized and empowered, collectively or individually, to take all actions 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 2007 Bonds and the negotiated
sale thereof to the Underwriters and the refunding of the Refunded Bonds, and which are specifically
authorized or are not inconsistent with the terms and provisions of this Resolution, the Bond Purchase
Agreement, the Continuing Disclosure Agreement, the Paying Agent and Registrar Agreement, the
Escrow Deposit Agreement or any action relating to the Series 2007 Bonds or the refunding of the
Refunded Bonds heretofore taken by the City. Such officers and those so designated are hereby
charged with the responsibility for the issuance of the Series 2007 Bonds and the refunding of the
Refunded Bonds.
Section 19. Modification or Amendment. After the issuance of the Series 2007 Bonds, no
modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental
hereto materially adverse to the Bondholders may be made without the consent in writing of the
registered owners of not less than a majority in aggregate principal amount of the Outstanding Series
2007 Bonds; provided, however, if the Series 2007 Bonds are insured by a municipal bond insurance
policy, the issuer of such policy shall have the right to consent to modifications and amendments to
this Resolution in lieu of the Bondholders, but no modification or amendment shall permit a change (a)
in the maturity of the Series 2007 Bonds or a reduction in the rate of interest thereon, (b) in the
amount of the principal obligation of any Series 2007 Bond, (c) that would affect the unconditional
promise of the City to levy and collect the Limited Ad Valorem Tax as herein provided, or (d) that
would reduce such percentage of registered owners of the Series 2007 Bonds required above for such
modifications or amendments, without the consent of all of the Bondholders. For the purpose of
Bondholders' voting rights or consents, the Series 2007 Bonds owned by or held for the account of the
City, directly or indirectly, shall not be counted.
Section 20. Defeasance and Release. If, at any time after the date of issuance of the Series
2007 Bonds (a) all Series 2007 Bonds secured under the Bond Resolution or any maturity thereof shall
have become due and payable in accordance with their terms or otherwise as provided in this
Resolution, or shall have been duly called for redemption, or the City shall have given irrevocable
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File Number 07-00750
instructions directing the payment of the principal of, Accreted Value (with respect to the Capital
Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds)
on such Series 2007 Bonds at maturity or at any earlier redemption date scheduled by the City, or any
combination thereof, (b) the full amount of the principal of, Accreted Value (with respect to the Capital
Appreciation Bonds), redemption premium, if any, and the interest (with respect to. Current Interest
Bonds) so due and payable upon all of such Series 2007 Bonds then Outstanding or any portion of
such•; , it
1 S�lia3 �Vur vt7i�ua. of mats-�rit�, or iiF}Gn IGU'Gr'�illtF4!!; shall be paid, :?��:;�e;IIi;IC^,i �_�;v�;c;y:� she w
held by an escrow agent who shall be an Authorized Depository or the Paying Agent (other than the
City) in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created
hereby) which, when invested in Government Obligations maturing not later than the maturity or
redemption dates of such principal of, redemption premium, if any, and interest, together with they
income realized on such investments, shall be sufficient to pay all such principal of, Accreted Value
(with respect to the Capital Appreciation Bonds), redemption premium, if any, and interest (with
respect to Current Interest Bonds) on said Series 2007 Bonds at the maturity thereof or the date upon
which such Series 2007 Bonds are to be called for redemption (if applicable) prior to maturity and (c)
provision shall also be made for paying all other sums payable hereunder by the City, including
compensation due the Bond Registrar and the Paying Agent, then and in that case the right, title and
interest of such Bondholders hereunder shall thereupon cease, determineand become void;
-otherwise, this Resolution shall be, continue and remain in full force and effect. Notwithstanding
anything in this Section 20 to the contrary, however, the obligations of the City under Section 12 hereof
shall remain in full force and effect until such time as such obliaton ae ully satisfied.
Section 21. Severability. If any oe r ore Of the covenants, agreeents or provisions of this
Resolution sail be held contrary to any expressprovisions of law or contrary to the policy of express
law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be
held invalid, then such covenants, agreements or provisions shall be null and void and shall be
deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the
Series 2007 Bonds issued hereunder.
Section 22. No Third Party Beneficiaries. Except as herein otherwise expressly provided,
nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any
person, firm or corporation other than the City, the registered owners of the Series 2007 Bonds, the
-Bond Registrar, the -Paying -Agent and the-Eacrow-Agent; anyrigh#,-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 City, the registered
owners from time to time of the Series 2007 Bonds, the Bond Registrar, the Paying Agent and the
Escrow Agent.
Section 23, Controlling Law; Members of Commission or City Not Liable. This Resolution shall
be governed by and construed in accordance with the laws of the State of Florida and all covenants,
stipulations, obligations and agreements of the City contained herein shall be deemed to be
covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act.
No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, agent, independent contractor or
employee of the Commission or the City in his individual capacity, and neither the members of the
Commission nor any official executing the Series 2007 Bonds shall be liable personally on the Series
2007 Bonds or the Bond Resolution or shall be subject to any personal liability or accountability by
reason of the issuance or the execution by the Commission or such members thereof.
Section 24. Qualification for the Depository Trust Company. Notwithstanding any other
provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take
such actions as may be necessary to qualify the Series 2007 Bonds for deposit with DTC, including
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File Number: 07-00750
but not limited to those actions as may be set forth in the Blanket Issuer Letter of Representations
entered into by and between the City and DTC,, dated October 4, 1995, wire transfers of interest and
principal payments with respect to the Series 2007 Bonds, utilization of electronic book entry data
received from DTC in place of actual delivery of Series 2007 Bonds and provisions of notices with
respect to Series 2007 Bonds registered by DTC (or any of its designees identified to the City, the
Bond Registrar or the Paying Agent) by overnight delivery, courier service, telegram, telecopy or other
similar means of communication.
Section 25. Effective Date. This Resolution shall be effective immediately upon its adoption and
signature of the Mayor.{1}
ADOPTED this day of , 2007.
(SEAL)
FLORIDA
ATTEST:
PRISCILLA A. THOMPSON
CITY-- CLERK
THE CITY COMMISSION OF THE CITY OF MIAMI,
APPROVED AS TO FORM AND CORRECTNESS:
JORGE L. FERNANDEZ
CITY ATTORNEY
Footnote:
A96
MANUEL A. DIAL
MAYOR
{1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar
days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the City Commission.
City of Miami Page 24 of 27 Printed On: 6/6/2007
File Number. 07-00750
SCHEDULE "A"
HOMELAND DEFENSE/NEIGHBORHOOD
CAPITAL IMPROVEMENT PROJECTS
The Homeiano Defense/Neighborhood t.a.pital irr:rovemeft Projects include but are not limited io the
following:
Construction of a new Sewell Park Boat/Kayak Launch Area.
Duarte Park building renovations and expansion.
Kinloch Storm Sewer Improvements.
Fairlawn Storm Sewer Improvements Phase 3.
Grapeland Heights Park site development and construction of baseball fields, concession
building and parking.
Kinloch Park Community Recreation building improvements.
Fern Isle Park Improvements consisting of, but not limited to baseball/softball fields, sports
gg improvements.
lighting and grandstand �m or,emen ..
Antonio Maceo construction of new community center building.
Bicentennial Park Shoreline Stabalization design and construction of a new seawall.
Fire Station #13 - Upper East Side - Construction of two bay firestation.
Dinner Key Mooring design, engineering and surveying for additional anchorage.
Virginia Key Beach Park construction of a new museum building.
Downtown Baywalk Master Plan & Design
Roberto Clemente Park Bldg. Renovation.
-Miamarina Emergency Pier Repairs.
Kennedy Park site improvements to include courts, irrigation, and landscaping, equipping of
playground and other furnishings.
Peacock Park Site Improvements to include courts, irrigation, and landscaping, equipping of
playground and other furnishings.
Armbrister Park Site Improvements to include courts, irrigation, and landscaping, equipping of
playground and other furnishings.
-----_,-BiscaynwPark Site Improvements to iriclude-irrigation;landscaping, equipping of playground.
Kennedy Park Restroom building construction of ADA Improvements.
Kennedy Park Renovations to Boardwalk.
Morningside Park Restroom Bldg construction of Improvements.
Wainwright Park Site Improvements to include courts, irrigation, and landscaping, equipping of
playground and other furnishings.
Kirk Monroe Park Tennis Court Improvements.
Legion Park parking lot renovations.
Marjorie Stoneman Douglas Park acquisition and installation of playground equipment.
Merrie Christmas Park site improvements.
Legion Park acquisition and installation of site furnishings.
Billy Rolle Mini Park Shelter & Restroom renovations.
Belle Meade Mini Park acquisition and installation of playground equipment.
Blanche Park Site Improvements including but not limited to courts, irrigation, and landscaping,
equipping of playground and other furnishings,
Morningside Park Recreation building improvements and improvements to parking lot and
construction of additions to storage.
Dorsey Park building renovations to restrooms, lighting, air conditioning system and
maintenance.
City of Miami Page 25 of 17 Printed On: 6/6/2007
File Number: 07-00750
Virrick Park construction of renovations to pool building.
Morningside Park construction of shoreline stabilization system and kayak launch area.
Marine Stadium Marina Improvements - design and construction of a boat storage rack.
' Historic Preservation. - Contributions to improvements to Gusman Hall including railings,
seating and lighting.
Calle Ocho Improvements - East of 37 Ave. street enhancements acquisition of trash bins and
furnishinub.
Douglas Park demolition existing recreation building and construction of new recreation
building, restrooms and conversion ofexisting buildings to storage.
Dinner Key Dredging for the main approach channel.
Miami River Greenways/Streetscape including construction of pedestrian walkways, bike 'paths
with streetscape and roadway improvements.
Henderson Park construction of a new bathroom building and storage.
Jose Marti Park acquisition and construction of new gymnasium and equipment related
thereto.
Fire Station #14 construction of a new two bay fire station.
Tamiami Storm Sewer Improvements.
_-Fire Station #1.1 demolition of oldfire station and design _and. construction of a new two.. bay. fire
station.
Robert King High construction of soccer facilities.
Robert King High New Bldg & Site Improvements construction of restroom facilities, parking lot
and irrigation system and related facilities.
Coral Gate Park Community construction of recreation building improvements.
Shenandoah Park Improvements including renovation of recreation building, air conditioning
system, irrigation system, replacement of fencing, renovation of pool and electrical system.
West End Park construction of Pool building improvements.
Athalie Range Park demolish existing facilities and construction of Football/Soccer Mini
Stadium, including site amenities, lighting, walkways and benches.
Neighborhood Gatewaysinstallation of signage.
Williams Park Improvements consisting of renovation of recreation buildings, benches and
landscaping, irrigation and construction of improvement to pool building with ADA
modifications.
Lummus Park renovation to recreation building, parking lot walkways, lighting and irrigation
system.
Little Haiti Soccer & Recreation Center construction of soccer field and recreation building,
bleachers, sports lighting, landscape and irrigation system.
Little Haiti Park Cultural Campus design and construction of a community center and other
cultural components.
Gibson Park design and construction of a multipurpose building, walkways and remodel of a
pool/bathhouse, replacement of fencing and drainage system.
Restoration and preservation of the Black Police Precinct for use as a museum and community
center.
Athalie Range Park construction of pool improvements.
African Square Park renovations to existing recreation building.
Buena Vista Park construction of court improvement.
Buena Vista Park acquisition and installation of site furnishings.
Hadley Park Sports Complex construction of recreational amenities, including fields, lighting,
irrigation and pool.
Moore Park construction of improvements to existing building.
Moore Park construction of outdoor court upgrades.
Moore Park construction and installation of irrigation, landscaping and sports turf.
City of Miami
Page 26 of 27 Printed On: 6/6/2007
File Number: 07-00750
Moore Park design and construction of a new daycare center.
Moore Park acquisition and installation of site furnishings.
Oakland Grove Park acquisition and installation of playground equipment.
,Town Park acquisition and installation of site furnishings and playground equipment.
Police Training Facility design, construction and equipping of a new police training facility,
including an emergency operations center, classrooms, offices and shooting range.
Museum of Science - Development at Dice-.tsnnial Perk contribution to development of cultu1;al
facilities.
Art Museum - Development at Bicentennial Park contribution to development of cultural
facilities.
Orange Bowl redevelopment project program management services.
City Hall construction of structural improvements.
Orange Bowl Redevelopment - architectural, engineering and construction services.
Mounted Police Stables design and construction of stable facilities for mounted patrol.
Police Headquarter construction and renovation of restrooms.
Police Headquarter construction and renovation of fire suppression system.
Citywide Parks acquisition, design and installation of equipment and site improvements to
various par1.. throughout thepity.. :� , ..�.-
or such other public safety and neighbor hood capital improvements described in or provided for in the
Initial Ordinance as may be determined by the City.
City of Miami Page 27 of 27 Primed On: 6/6/2007