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Text File Report
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File ID: 07-00750
Enactment #: R-07-0353
Version: 2
Type: Resolution Status: Passed
Enactment Date: 6/14/07
Introduced: 5/29/07 Controlling Body: Office of the City
Clerk
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 (I1) $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 BONE) INSURANCE POLICY TO
City of Miami
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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 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;
AUTHORIZING 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
Honda, 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 2007B 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 prior to the time of sale of the Voter
Approved Bonds;
City of Miami
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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,
"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 implementing
regulations promulgated or applicable thereunder.
"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.
City of Miami
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"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
City of Miami
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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.
City or Miami
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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' 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 two and one half percent
(2.5%), 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 issued in such principal amount, shall bear interest
from the date thereof, payable on the first day of January and July of each year (with respect to Current Interest Bonds),
commencing on such date, at the rates, and shalt 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 1 I, 2001, with respect to the Series 2007B Bonds, be issued es either Current
Interest Bonds or Capital Appreciation Bonds and as Serial Bonds and/or Term Bonds and, if such Series 2007 Bonds arc
issued as Term Bonds, be subject to such Amortization Installments by operation of the Band 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
City of Miami
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Purchase Agreement as described in Section 6 hereof being conclusive evidence of the City's approval, provided that the
TIC shall not exceed the Maximum TIC.
City of Miami
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