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HomeMy WebLinkAboutLegislationCity of Miami Legislation Ordinance City Hall 3500 Pan American Drive Miami, FL 33133 www,miamigov.00m File Number: 16-00936 Final Action Date: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA ("CITY"), WITH ATTACHMENT(S), SUPPLEMENTING RESOLUTION NO. 07-0586, ADOPTED BY THE CITY COMMISSION ON OCTOBER 11, 2007, RELATING TO THE ISSUANCE BY THE CITY FROM TIME TO TIME OF CERTAIN SPECIAL OBLIGATION BONDS PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07-0586 AND NOT DERIVED FROM AD VALOREM TAXES; PROVIDING FOR THE ISSUANCE OF AN ADDITIONAL SERIES OF SUCH SPECIAL OBLIGATION BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $130,000,000, TO BE DESIGNATED CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2016 (STREET AND SIDEWALK IMPROVEMENT PROGRAM) ("SERIES 2016 BONDS"), FOR THE PRINCIPAL PURPOSE OF REFUNDING CERTAIN OUTSTANDING OBLIGATIONS; PROVIDING THAT THE SERIES 2016 BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, OR A PLEDGE OF THE CITY'S FULL FAITH AND CREDIT, BUT SHALL BE PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN' RESOLUTION NO. 07-0586 AND NOT DERIVED FROM AD VALOREM TAXES; DELEGATING TO THE CITY MANAGER AUTHORITY TO DETERMINE THE TERMS OF THE SERIES 2016 BONDS WITHIN PRESCRIBED PARAMETERS; DESIGNATING A BOND REGISTRAR AND PAYING AGENT FOR THE SERIES.2016 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BOND COUNSEL, AND THE FINANCE DIRECTOR, A PAYING AGENT AND BOND REGISTRAR AGREEMENT; FINDING NECESSITY FOR A NEGOTIATED SALE OF THE SERIES 201E BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BOND COUNSEL, THE FINANCE DIRECTOR, AND THE FINANCIAL ADVISOR, A BOND PURCHASE CONTRACT; APPROVING THE INITIAL DRAFT FORM OF AND AUTHORIZING THE CITY MANAGER TO UPDATE, FINALIZE, AND DISTRIBUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, THE FINANCE DIRECTOR, DISCLOSURE COUNSEL, AND THE FINANCIAL ADVISOR, A PRELIMINARY LIMITED OFFERING MEMORANDUM AND A FINAL LIMITED OFFERING MEMORANDUM RELATING TO THE SERIES 2016 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE FOR AND OBTAIN CREDIT FACILITIES AND RESERVE ACCOUNT CREDIT FACILITIES AND TO EXECUTE AGREEMENTS RELATING THERETO WITH RESPECT TO THE SERIES 2016 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY City of Miami Page 1 File 1d;16-00936 (Version 1) Printed On:7/20/16 ATTORNEY, THE FINANCE DIRECTOR, BOND COUNSEL, AND DISCLOSURE COUNSEL, A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT TO THE SERIES 2016 BONDS; DESIGNATING AN ESCROW AGENT; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, 1N A FORM ACCEPTABLE TO THE CITY ATTORNEY, THE FINANCE DIRECTOR, AND BOND COUNSEL, AN ESCROW DEPOSIT AGREEMENT; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF THE SERIES 2016 BONDS; AUTHORIZING T•HE CITY MANAGER AND ALL OTHER CITY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2016 BONDS, IN CONSULTATION WITH THE CITY ATTORNEY, BOND COUNSEL, DISCLOSURE COUNSEL, AND THE FINANCIAL ADVISOR; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City of Miami, Florida (the "City") has adopted a plan for construction of certain improvements to various streets and sidewalks within the City; and WHEREAS, pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, and the City of Miami Charter, the City is authorized to Issue its special obligation bonds to pay the cost of acquisition, construction and improvements to certain roadways, streetscapes and related appurtenances within the City and to authorize the issuance of special obligation bonds and special obligation refunding bonds under certain conditions; and WHEREAS, on October 11, 2007, the City Commission of the City (the "City Commission") adopted Resolution No, 07-0586 (the "Original Resolution") to provide, among other things, for the issuance from time to tiimb of special obligation bondsto finance or refinance the acquisition, construction and improvements of certain roadways, .streetscapes and related appurtenances within the City and to pledge for the payment of such special obligation bonds, the Designated Revenues (as defined in the Original Resolution); and WHEREAS, pursuant to the Original Resolution, the City issued the Parity Obligations (hereinafter defined); and WHEREAS, the City now desires to issue an additional series of special obligation bonds to be designated as City of Miami, Florida Special Obligation Refunding Bonds, Series 2016 (Street and Sidewalk Improvement Program) (the "Series 2016 Bonds"), in an aggregate principal amount not exceeding $130,000,000, for the purposes of (I) refunding certain obligations of the City, (ii) funding a deposit to the reserve accountfor the Series 2016 Bonds, if required, and (iii) paying the costs of issuance of the Series 2016 Bonds; and WHEREAS, the Series 2016 Bonds will be issued in accordance with Section 210 of the Original Resolution, will constitute Refunding Bonds within the meaning of the Original Resolution and will be payable solely from and secured by the Designated Revenues on a parity with the City's outstanding Parity Obligations; and WHEREAS, based on the findings set forth in this Series Resolution, the City Commission deems it in the best financial interests of the City that the Series 2016 Bonds be sold by negotiated sale to the Underwriters (hereinafter defined) on such date and at such time City of Miami Page 2 File 1d;1640936 (Version 1) .Printed On:7/20/16 as set forth in the Bond Purchase Contract (hereinafter defined) authorized by this Series Resolution, and to, among other things, authorize the distribution and use of a preliminary Limited Offering Memorandum and to authorize the distribution, use, execution and delivery of a final Limited Offering Memorandum relating to the Series 2016 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: City opfiami Page 3 File Id:16-00936 (Version 1) Printed On,.7/20/16 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 6 Section 101 Incorporation of Recitals.. 6 Section 102 Meaning of Words and Terms 6 Section 103 Interpretations 8 Section 104 Resolution Constitutes Contract 8 ARTICLE II DETAILS OF SERIES 2016.BONDS; ISSUANCE OF SERIES 2016 BONDS 9 Section 201 Issuance and Details of the Series 2016 Bonds. 9 Section 202 Form of Series 2016 Bonds, 15 Section 203 Authentication of Series 2016 Bonds. 16 Section 204 Exchange of Series 2016 Bonds 16 Section 205 Registration of Transfer of Series 2016 Bonds 16 Section 206 Ownership of Series 2016 Bonds 17 Section 207 Temporary Series 2016 Bonds. — 17 Section 208 Mutilated, Destroyed, Stolen or Lost Bonds. 17 ARTICLE -III SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF 19 Section 301 Series 2016 Bonds not to be Indebtedness of City 19 Section 302 Security for Series 2016 Bonds 19 Section 303 Additional Security, 19 Section 304 Application of Provisions of Original Resolution. 19 Section 305 Series 2016 Reserve Account 19 ARTICLE IV MISCELLANEOUS PROVISIONS 21 Section 401 Tax Covenants 21 Section 402 Parties Who Have Rights under Resolution. 21 Section 403 Effect of Partial Invalidity 21 Section 404 Florida Law Controls, 21 Section 405 No Recourse Against Members Officers or Employees of City 21 Section 406 Expenses Payable under Resolution. 22 Section 407 Payments Due on Sundays and Holidays. 22 Section 408 Headings. 22 Section 409 Further Authority. 22 Section 410 Repeal of Inconsistent Resolutions. 22 Section 411 Effective Date. 22 City of Miami Page 4 File Id; 16-00936 (Vereion 1) .Ponied On.7/20/16 EXHIBIT "A" FORM OF SERIES 2016 BOND EXHIBIT "B" - INITIAL DRAFT PRELIMINARY LIMITED OFFERING MEMORANDUM City of Miami Page 5 File 1cl: 16-00936 (Version 1) Printed On:7/20/16 ARTICLE I DEFINITIONS Section 101 Incorporation of Recitals. The City Commission hereby finds and determines and does hereby incorporate as part of this Series Resolution the matters set forth in the foregoing recitals. Section 102 Meaning of Words and Terms. Capitalized terms used in this Series Resolution but not defined herein shall have the respective meanings assigned to such term in the Original Resolution. In addition to words and terms elsewhere defined in this Series Resolution and in the Original Resolution, the following words and terms as used in this Series Resolution shall have the following meanings, unless some other meaning is plainly intended: "Authorized Denominations" means denominations of $100,000 and integral multiples of $5,000 in excess of $100,000. "Bond Purchase Contract" means the Bond Purchase Contract between the City and the Underwriters in the form authorized pursuant to Section 201(1) hereof. "Bond Registrar" means initially U,S. 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 2016 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 2016 Bonds. "Bond Year" means the period commencing the second day of January in each year and ending on the first day of January of the following year. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks are open for business in the State and in New York, New York and on which the New York Stock Exchange is open. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or any Assistant City Attorney designated by the City Attorney to act on the City Attorney's behalf or any person succeeding to the principal functions of the office, "City Clerk" means the City Clerk of the City or any Deputy City Clerk designated by the City Clerk to act on the City Clerk's behalf or any person succeeding to the principal functions of the office. "City Commission" means the City Commission of the City. "City Manager" means the City Manager, or any Assistant City Manager designated by the City Manager to act on the City Manager's behalf, or the officer or officers succeeding to the principal functions of that office. "Escrow Agent" means U,S, Bank National Association. "Escrow Deposit Agreement" means the escrow deposit agreement between the City and the Escrow Agent relating to the refunding of the Refunded Bonds. City of Miami Page 6 File Id:16-009,36 (Version 1) Printed On: 7/20/16 "Finance Director" means the Finance Director of the City or any person designated to act on the Finance Director's behalf, or the officer or officers succeeding to his/her principal functions. "Fiscal Year" means the fiscal year of the City. "Holder," "Owner," "Registered Owner" or "Bondholder" means a person in whose name a Series 2016 Bond (or one or more Predecessor Bonds) is registered in the registration books provided for in Section 206 of this Series Resolution. "Interest Payment Date" means, when the dates specified herein on which interest is stated to be due thereon, and any date on which interest becomes due thereon on account of the early redemption thereof or on account of the happening of an event which, under the terms of such Series 2016 Bonds, requires a payment of interest to be made thereon. "Mayor" means the Mayor of the City or in his absence or inability to perform such member of the City Commission designated by the Mayor to act in the Mayor's behalf or any person succeeding to the principal function of the office of Mayor. "Original Resolution" means Resolution No. 07-0586 adopted by the City Commission on October 11, 2007, as amended and supplemented from time to time. "Parity Obligations" means the unrefunded Series 2007 Bonds and the unrefunded Series 2009 Bonds. "Qualified Institutional Buyers" means "qualified institutional buyers" as defined in Rule 144A promulgated under the Series Act of 1933, as amended. "Paying Agent" means initially U.S. 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 2016 Bonds issued hereunder that shall have agreed to arrange for the timely payment of the Principal of, redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2016 Bonds to the registered owners thereof; from funds made available therefor by the City. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond. For purposes of this definition, any Series 2016 Bond authenticated and delivered under Section 203 of this Series Resolution in lieu of a mutilated, destroyed, stolen or lost Series 2016 Bond shall be deemed to evidence the same debt as the mutilated, destroyed, stolen or Iost Series 2016 Bond. "Record Date" means, for the Series 2016 Bonds, the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date. "Refunded Bonds" means collectively, all or a portion of the Series 2007 Bonds and the Series 2009 Bonds, as determined by a certificate of the Finance Director. "Resolution" means the Original Resolution, as supplemented by this Series Resolution, and as amended and supplemented from time to time in accordance with the provisions of the Original Resolution. City of Miami Page 7 File Id:16-00936 (Version I) Printed On: 7/20/16 "Series 2007 Bonds" means the outstanding City of Miami, Florida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program), issued pursuant to the Original Resolution in the original principal amount of $80,000,000, "Series 2009 Bonds" means the outstanding City of Miami, Florida Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program), issued pursuant to the Original Resolution, as supplemented by Resolution No. R-09-0470, in the original principal amount $65,000,000. "Series 2016 Bonds" means the bonds authorized by Section 201 of this Series Resolution, in an aggregate principal amount not to exceed $130,000,000, "Series 2016 Reserve Account" means the special account to be established in the Reserve Fund pursuant to the Original Resolution and Section 305 of this Series Resolution for the benefit of the Series 2016 Bonds. "State" means the State of Florida. "Underwriters" means the senior manager and the co -managers as selected by the City Manager from the responses to that certain Request for Proposals for Underwriters dated May 16, 2016, Section 103 Interoretations. Unless the context shall otherwise indicate, the words "Bond", "owner", "holder" and "person" (whether or not such words are capitalized) shall include the plural as well as the singular number, the word "person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, and the words "holder", "bondholder" and "registered owner (whether or not such words are capitalized) when used herein with respect to Bonds issued hereunder shall mean the I -folder or registered owner, as the case may be, of Series 2016 Bonds at the time issued and Outstanding hereunder. Section 104 Resolution Constitutes Contract. In consideration of the acceptance of the Series 2016 Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Series Resolution and any resolution adopted pursuant hereto shall be deemed to be and shall constitute a contract between the City and such Series 2016 Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Series 2016 Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Series 2016 Bonds over any other thereof except as expressly provided therein and herein. [End of Article City of Miami Page 8 File Id: 16-00936(Version 1) Printed On,.7/20/16 ARTICLE II DETAILS OF SERIES 2016 BONDS; ISSUANCE OF SERIES 2016 BONDS Section 201 Issuance and Details of the Series 2016 Bonds. (a) Authorization. There shall be issued under and secured by the Resolution the Series 2016 Bonds of the City, and this resolution shall be deemed to be the Series Resolution for the Series 2016 Bonds. The Series 2016 Bonds shall be issued in the aggregate principal amount not to exceed One Hundred Thirty Million Dollars ($130,000,000), with the exact aggregate principal amount of said Series 2016 Bonds to be determined by the City Manager as set forth in the Bond Purchase Contract referred to below. The Series 2016 Bonds shall be issued for the purpose of providing funds, together with other available moneys, to (1) refund the Refunded Bonds, (ii) fund a deposit to the reserve account for the Series 2016 Bonds, if required, and (iii) pay the costs of issuance of the Series 2016 Bonds, including a premium in respect of any Insurance Policy relating to the Series 2016 Bonds, if any. The Series 2016 Bonds shall be designated "City of Miami, Florida Special Obligation Refunding Bonds, Series 2016 (Street and Sidewalk Improvement Program)." The Series 2016 Bonds may be issued in one or more tax-exempt or taxable series and any such series of Series 2016 Bonds shall be designated with such series designation as determined by the City Manager as to be set forth in the Bond Purchase Contract to be negotiated, executed, and delivered as referred to below. The City Manager and all other City officials are authorized to do all things deemed necessary in connection with the issuance, sale and delivery of the Series 2016 Bonds, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel, and the Financial Advisor. The Series 2016 Bonds shall be executed in the manner set forth in this Series Resolution and shall be deposited with the Bond Registrar for authentication but prior to or simultaneously with the authentication and delivery of the Series 2016 Bonds there shall be filed with the City Manager the following documents and opinions: (1) a copy, certified by the City Clerk, of the Original Resolution and this Series Resolution; (2) a copy of the Bond Purchase Contract specifying the interest rate or rates for such Series 2016 Bonds and directing the delivery of such Series 2016 Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein; (3) an opinion of Bond Counsel to the effect that (I) this Series Resolution has been duly adopted by the City, (ii) the issuance of the Series 2016 Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in the Resolution, for the payment of the Series 2016 Bonds, (iv) such Series 2016 Bonds constitute special obligations of the City payable in accordance with the provisions of the Resolution and (v) the interest on such Series 2016 Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (4) an opinion of the City Attorney to the effect that the issuance of such Series 2016 Bonds has been duly authorized and that all conditions precedent to the delivery of such Series 2016 Bonds have been fulfilled; City ofMiaml Page 9 File Id:16-00936 (Version 1) Printed On; 7/20/16 (5) a certificate of the Finance Director meeting the requirements of Section 210(11)) of the Original Resolution; and (6) any additional documents or opinions as Bond Counsel, the Underwriters of the Series 2016 Bonds or their counsel may reasonably require. When (i) the documents mentioned above shall have been filed with the City Manager) (ii) the Series 2016 Bonds shall have been executed by the City and authenticated by the Bond Registrar as required by this Series Resolution, and (iii) the Underwriters have paid to the City the purchase price of the Series 2016 Bonds, then the Bond Registrar shall deliver such Series 2016 Bonds at one time to or upon the order of the Underwriters as set forth in the Bond Purchase Contract. (b) Form, Denominations, Date, Interest Rates and Maturity Dates. The Series 2016 Bonds are issuable only in fully registered form and shall be in substantially the form thereof set forth in Exhibit "A" to this Series Resolution, with such appropriate variations, omissions and insertions as may be required therein and approved by the City Manager as set forth in the Bond Purchase Contract. The Series 2016 Bonds shall be issued in Authorized Denominations, or such other denominations as determined by the. City Manager, The Series 2016 Bonds shall be dated on such date determined by the City Manager and set forth in the Bond Purchase Contract and shall bear interest as provided in Section 203 of the Original Resolution, unless otherwise determined by the City Manager and set forth in the Bond Purchase Contract. Interest on the Series 2016 Bonds shall be payable semiannually on January 1 and July 1 of each year (or on such other dates determined by the City Manager), commencing on such date as shall be determined by the City Manager, The Series 2016 Bonds shall mature on such date, in such year or years, but not later than the year 2039, shall be issued as either Serial Bonds and/or Term Bonds and, if such Series 2016 Bonds are issued as Term Bonds, be subject to such Amortization Installments by operation of the Bond Amortization Account, shall bear interest at such fixed or variable rate or rates, may be subject to mandatory redemption and optional redemption, and optional and mandatory tender for purchase, all as determined by the City Manager and as set forth in the Bond Purchase Contract; provided, however, that the Series 2016 Bonds shall be sold to the Underwriters (I) at a purchase price of not less than ninety-eight percent (98%) (including underwriters' discount but excluding original issue discount or premium) of the original principal amount of the Series 2016 Bonds, (ii) at a true interest cost rate not to exceed four and one-half percent (4.5%) per annum and (iii) if a net present value of not less than five percent (5%) of the principal amount of the Refunded Bonds being refunded with Series 2016 Bond proceeds is achieved. The Series 2016 Bonds shall be numbered consecutively from 1 upward preceded by the letter "R". Subject to the foregoing, the aggregate principal amount, maturities, interest rates and other terms of the Series 2016 Bonds shall be as approved and determined by the City Manager and set forth in the Bond Purchase Contract, with the execution and delivery of the Bond Purchase Contract by the City Manager and the attestation thereof by the City Clerk being conclusive evidence of the City's approval of the final details and prices of the Series 2016 Bonds. The Series 2016 Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. The execution and delivery of the Series 2016 Bonds substantially in the form mentioned above is hereby authorized, and the execution of the Series 2016 Bonds for and on behalf of the City, with a facsimile or manual signature, by the City Manager with the official seal of the City impressed or imprinted thereon and attested, with a facsimile or manual signature, by the City Clerk, and hereby authorized and shall be conclusive evidence of any such approval. City of Miami Page 10 File Id;16-00936 (Version 1) Printed On:7/20/16 All payments of interest on the Series 2016 Bonds shall be made by check mailed to the owners in whose names Series 2016 Bonds are registered on the Record Date; provided, however, that the Holder of Series 2016 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer as provided in Section 203 of the Original Resolution. Interest on the Series 2016 Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. (c) Optional Redemption. The Series 2016 Bonds are subject to redemption prior to maturity at the option of the City, in whole or in part at any time, at such times, and at the redemption prices, as approved and determined by the City Manager, as set forth in the Bond Purchase Contract; provided, however, the redemption premium on the Series 2016 Bonds shall not exceed one hundred percent (100%). The execution, attestation, seal and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the optional redemption provisions contained therein relating to the Series 2016 Bonds, (d) Mandatory Sinking Fund Redemption. The Series 2016 Bonds consisting of Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to the extent of the Amortization Requirements therefor at the principal amount of such Series 2016 Bonds to be redeemed, plus accrued interest to the date fixed for redemption, but without premium, for which there is an Amortization Requirement due on such Series 2016 Bonds, The Amortization Requirements and redemption date or dates for the Series 2016 Bonds consisting of Term Bonds shall be as approved and determined by the City Manager, all as set forth in the Bond Purchase Contract. The execution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the mandatory sinking fund redemption provisions contained therein relating to the Series 2016 Bonds. (e) Series Reserve Fund Requirement for Series 2016 Bonds, The City Commission hereby authorizes the City Manager to establish a Series Reserve Fund Requirement for the Series 2016 Bonds if the City Manager determines that such a Series Reserve Fund Requirement is in the best interests of and advantageous to the City. The City Manager shall determine the amount of the Series Reserve Fund Requirement, if any, for the Series 2016 Bonds, subject to the provisions of the Resolution. If the City Manager determines that the establishment of a Series Reserve Fund Requirement for the Series 2016 Bonds is in the best interests of and advantageous to the City, the City Manager shall make further determinations as to whether the Series Reserve Fund Requirement shall be funded from the proceeds of the Series 2016 Bonds, other moneys available to the City, a Reserve Fund Insurance Policy, a Reserve Fund Letter of Credit or a combination of the foregoing. The determinations required to be made by the City Manager pursuant to this paragraph (e) shall be made prior to the execution of the Bond Purchase Contract and shall be set forth in an exhibit to said Bond Purchase Contract together with all of the other details of the Series 2016 Bonds required to be determined by the City Manager. The exeoution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the determinations to be made by the City Manager pursuant to this paragraph (e). (f) Insurance Policy and/or Credit Facility. In order to produce the lowest true interest cost possible for the Series 2016 Bonds or any portion thereof, the City Manager is hereby authorized to negotiate an Insurance Policy and/or Credit Facility with respect to any or all of the Series 2016 Bonds, if, after consultation with the Finance Director and, the Financial Advisor, the City Manager determines that obtaining such Insurance Policy and/or Credit Facility is in the best interests of the City. The City is hereby authorized to provide for the payment of City of Main' Page 11 Mehl:16-00936 (Vetwion I) Printed On:7/20/16 any premium on such Insurance Policy and/or costs of the Credit Facility from the proceeds of the issuance of the Series 2016 Bonds and to enter into such agreements as may be necessary to secure such Insurance Policy and/or Credit Facility, respectively, with the City Manager's execution of any such agreement(s) 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 Bond Counsel in connection with any such agreement(s). (g) Approval of Paving Agent and Bond Registrar Agreement: Designation of Paying, Agent and Bond Registrar. The execution and delivery of the Paying Agent and Bond Registrar Agreement is hereby authorized and approved, The City Commission hereby authorizes and directs the City Manager to negotiate and determine the final provisions of the Paying Agent and Bond Registrar Agreement, in a form acceptable to the City Attorney, Bond Counsel, and the Finance Director. The City Manager is hereby authorized to negotiate, execute and the City Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Bond Registrar Agreement, subject to such changes, insertions 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, Bond Counsel, and the Finance Director, The execution, attestation and delivery of the Paying Agent and Bond Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. U.S. Bank National Association is hereby designated to serve as Paying Agent and as Bond Registrar for the Series 2016 Bonds under this Series Resolution. (h) Findings Regarding Negotiated Sale. (1) In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Series 2016 Bonds, that a negotiated sale of the Series 2016 Bonds is in the best interests of the City for the following reasons: (I) The structure, timing and preference sale type of a limited public offering for the issuance of the Series 2016 Bonds require extensive planning and pre -marketing, and it is not practical for the City, the Financial Advisor and the Underwriters to engage in such planning and pre -marketing within the time constraints and uncertainties inherent within a competitive bidding process; (ii) The Designated Revenues consist of multiple revenue sources which require extensive planning and explanation to the market; (iii The vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2016 Bonds, in order to obtain the most favorable interest rates available; (iv) The Designated Revenues consist of multiple revenue sources which require extensive planning and explanation to the market and which must continue in accordance with the requirements of the Original Resolution; and (v) The .structure and timing of the related redemptions of the Refunded Bonds require extensive planning. (2) It is in the best interest of the City and its citizens to offer and sell the Series 2016 Bonds to Qualified Institutional Buyers and subject to the restrictions on transfer described in this Series Resolution. City of Miami Page 12 File Id:16-00936 (Version 1) Printed Orr7/20/16 (3) It is in the best interest of the City and its citizens to issue the Series 2016 Bonds to effectuate interest rate savings. (i) Award. The City Commission hereby authorizes the City Manager to negotiate and approve the Bond Purchase Contract, in a form acceptable to the City Attorney, the Finance Director, the Financial Advisor, and Bond Counsel, with such variations, omissions and insertions as may be necessary to evidence the final terms of the Series 2016 Bonds. Upon compliance by the Underwriters with the requirements of Section 218,386(6) and Section 287.133, Florida Statutes, the City Manager is authorized to finalize the terms of and execute the Bond Purchase Contract, and to deliver said Bond Purchase Contract to the senior manager, as representative, on behalf of itself and the other co -managers. The City hereby approves the negotiated sale of the Series 2016 Bonds to the Underwriters upon the terms and conditions set forth herein and as to be set forth in the Bond Purchase Contract to be negotiated by the City Manager. The City hereby authorizes and directs the City Manager to negotiate and determine the final provisions of the Bond Purchase Contract, within the parameters for the Series 2016 Bonds set forth in Section 201 of this Series Resolution, in a form acceptable to the City Attorney, the Finance Director, the Financial Advisor, and Bond Counsel, and authorizes and directs the City Manager to execute and the City Clerk to attest to, seal and deliver the Bond Purchase Contract, 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, the Finance Director, the Financial Advisor, and Bond Counsel. The execution, attestation and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. (j) Approval of Initial Draft Preliminary Limited Offering Memorandum and Limited Offering Memorandum, The use and distribution by the Underwriters of the Preliminary Limited Offering Memorandum in connection with the marketing of the Series 2016 Bonds to Qualified Institutional Buyers, in the initial draft form presented to the City Commission at this meeting, and the initial draft form of which is attached hereto as Exhibit "B", is hereby approved and the City Manager is authorized to update, finalize, and distribute such Preliminary Limited Offering Memorandum, in a form acceptable to the City Attorney, the Finance Director, Bond Counsel, and Disclosure Counsel, with the permitted updates and permitted omissions, is deemed "final" for purposes of the Rule, subsection (b)(1). The City Manager and the Finance Director are authorized and directed to update, finalize, execute and deliver a final Limited Offering Memorandum, in a form acceptable to the City Attorney, Bond Counsel, and Disclosure Counsel, in the name and en behalf of the City, and thereupon to cause such Limited Offering Memorandum to be delivered to the Underwriters within seven (7) Business Days of the execution of the Bond Purchase Contract, with such variations, omissions and insertions as may be determined by the City Manager after consultation with the Financial Advisor, the Finance Director, the City Attorney, Disclosure Counsel, and Bond Counsel, The use and distribution of a final Limited Offering Memorandum in substantially the form of the Preliminary Limited Offering Memorandum, and with such updates, terms and provisions as modified to incorporate the final terms of the sale of the Series 2016 Bonds, subject to such changes, modifications, deletions and additions as the City Manager, upon the advice of the Finance Director, the City Attorney, Disclosure Counsel, and Bond Counsel may deem necessary and appropriate, the execution of the final Limited Offering Memorandum for and on behalf of the City by the City Manager and the Finance Director being conclusive evidence of the City's approval of any such changes. City of Ivliconl Page 13 File Id:16-00936 (Version 1) Printed On:7/20/16 The Series 2016 Bonds shall be offered and sold only to purchasers reasonably believed by the Underwriters to be Qualified Institutional Buyers, and each initial purchaser of Series 2016 Bonds (for this purpose excluding the Underwriters, but including all persons purchasing Series 2016 Bonds in the initial offering through the Underwriters) shall execute and deliver an investor letter substantially in the form set forth as an exhibit to the Bond Purchase Contract, (k) Continuing Disclosure Agreement. In order to implement the continuing disclosure covenants contained in Section 608 of the Original Resolution with respect to the Series 2016 Bonds, the City Commission hereby authorizes and directs the City Manager to negotiate and execute and the City Clerk to attest to, seal and deliver the ❑isclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement"), in a final form acceptable to the City Attorney, the Finance Director, Bond Counsel, and Disclosure Counsel, 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, the Finance Director, Disclosure Counsel, and Bond Counsel. The execution, attestation and delivery of the Continuing Disclosure Agreement by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Digital Assurance Certification, LLC ("DAC") is hereby appointed as the initial Dissemination Agent under the Continuing Disclosure Agreement. (I) Approval of Escrow Deposit Agreement; Designation of Escrow Agent, Redemption of Refunded Bonds; Designation of Verification Agent. (1) The execution and delivery of the Escrow Deposit Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to negotiate and determine the final provisions of the Escrow Deposit Agreement, in a form acceptable to the City Attorney, the Finance Director, and Bond Counsel. The City Manager is hereby authorized to negotiate and execute and the City Clerk is hereby authorized to attest to, seal and deliver the Escrow Deposit Agreement, 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, the Finance Director, and Bond Counsel. The execution, attestation and delivery of the Escrow Deposit Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. (2) U.S. Bank National Association is hereby designated to serve as Escrow Agent for the Refunded Bonds under this Series Resolution. (3) The City hereby irrevocably elects, effective upon and only upon the issuance of the Series 2016 Bonds, that the Refunded Bonds shall be defeased and called for redemption in accordance with the [Refunding Plan] in the Preliminary Limited Offering Memorandum. (4) The paying agent for the Refunded Bonds is hereby authorized to provide written notice of such redemption to the registered owners of such Refunded Bonds and to any bondholder whose name and address are on file with the paying agent, The Escrow Agent is hereby authorized and directed to publish a notice of redemption, if required. (5) The City Manager, Bond Counsel and/or Escrow Agent are authorized to subscribe for United States Treasury Obligations — State and Local Government Series or to arrange for th.e purchase, from funds available for such purpose pursuant to the terms hereof, of other United States Treasury obligations or obligations fully guaranteed by the United States of America to the extent necessary to accomplish the defeasance and refunding of the Refunded Bonds. City of Miami Page 14 - File 1d:16-00936 (Version 1) Printed On; 7/2O/16 (6) Simultaneously with the delivery of the Series 2016 Bonds, all amounts in the Principal Account and the Interest Account in the Debt Service Fund allocable to the Refunded Bonds, shall be transferred to the respective escrow accounts for deposit in accordance with the provisions of the Escrow Deposit Agreement.. (7) Robert Thomas CPA is hereby designated to serve as verification agent with respect to the defeasance and refunding of the Refunded Bonds. (m) Use of Proceeds of Series 2016 Bonds. The proceeds received from the sale of the Series 2016 Bonds herein authorized shall be applied, withdrawn and transferred, as applicable, for the purposes stated in and in a manner consistent with the Sources and Uses of Funds section of the final Limited Offering Memorandum for the Series. 2016 Bonds. The specific amounts to be deposited In the funds and accounts established by this Series Resolution for the Series 2016 Bonds shall be set forth in a certificate to be delivered by the Finance Director simultaneously with the delivery of the Series 2016 Bonds. (n) Book -Entry Only System. The. Series 2016 Bonds are to be issued as uncertificated securities, pursuant to the book -entry only system maintained by The Depository Trust Company of New York, New York ("MC"), subject to the terms and provisions of Section 213 of the Original Resolution. Upon initial issuance of the Series 2016 Bonds, and until the Series 2016 Bonds are no longer maintained through DTC's book -entry only system, the Registered Owner of all the Series 2016 Bonds shall be, and the Series 2016 Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. The Series 2016 Bonds shall be initially issued in the form of separate single typewritten Bonds for each maturity of Series 2016 Bonds. Section 202 Form of Series 2016 Bonds. All definitive Series 2016 Bonds are issuable as fully registered Series 2016 Bonds in substantially the form set forth in Exhibit "A" hereto, and in denominations as set forth herein. Ail Series 2016 Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or of any securities exchange on which the Series 201E Bonds may be listed or any usage or requirement of law with respect thereto. Every Series 201E Bond authenticated and delivered under this Series Resolution, including any issued upon transfer, exchange or replacement of such Series 2016 Bond, shall be issued and delivered only to Qualified Institutional Buyers, and each Series 2016 Bond shall bear on it face a legend stating such restriction in substantially the following form: THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS. THE INITIAL PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF THE CITY OF MIAMI, FLORIDA, THAT THIS BOND MAY BE TRANSFERRED, RESOLD OR ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER, NOTWITHSTANDING ANYTHING IN THE RESOLUTION OR THIS BOND TO THE CONTRARY, NO TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND SHALL BE EFFECTIVE UNLESS THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND 1S TO ANY PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A 'QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A PROMULGAED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. ANY TRANSFER, RESALE OR ASSIGNMENT OR OTHER DISPOSITION OF THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE City of Miami Page 15 File Id:16-00936 (Version 1) Printed On. 7/20/16 IN EACH CASE ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER, OF ANY APPLICABLE STATE SECURITIES LAWS. THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY BE TRANSFERRED, IN DENOMINATIONS OF $100,000 OR ANY INTEGRAL MULTIPLE OF $5,000 IN EXCESS OF $100,000. Section 203 Authentication of Series 2016 Bonds. Only such Series 2016 Bonds as shall have endorsed thereon a certificate of authentication duly executed by the Bond Registrar shall be entitled to any benefit or security under this Series Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication on the Series 2016 Bond shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2016 Bond shall be conclusive evidence that such Series 2016 Bond has been duly authenticated and delivered under this Series Resolution. The Bond Registrar's certificate of authentication on any Series 2016 Bond shall be deemed to have been duly executed if signed by an authorized signatory of the Bond Registrar, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Series 2016 Bonds that may be issued hereunder at any one time. Section 204 Exchange of Series 2016 Bonds. Series 2016 Bonds, upon surrender thereof at the designated office of the Bond Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Series 2016 Bonds of the same maturity, of any denomination or denominations authorized by this Series Resolution and bearing interest at the same rate as the registered Series 2016 Bonds surrendered for exchange. Section 205 Registration of Transfer of Series 2016 Bonds, The Bond Registrar shall keep books for the registration, exchange and registration of transfer of Series 2016 Bonds as provided in this Series Resolution. The Bond Registrar shall evidence acceptance of the duties, obligations and responsibilities of Bond Registrar by execution of the certificate of authentication on the Series 2016 Bonds. The Series 2016 Bonds shall be transferable by the Holder thereof 'in person or by his attorney duly authorized in writing only to a Qualified Institutional Buyer. The transfer of any Series 2016 Bond may be registered only upon the books kept for the registration of transfer of Series 2016 Bonds upon surrender of such Series 2016 Bond to the Bond Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver in exchange for such Series 2016 Bond a new registered Series 2016 Bond or Series 2016 Bonds, registered in the name of the transferee (which must be a Qualified Institutional Buyer), of any denomination or denominations authorized by this Series Resolution, in the aggregate principal amount equal to the principal amount of such Series 2016 Bond surrendered, of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Series 2016 Bonds shall be registered hereunder, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Series Resolution. All Bonds surrendered in any City of Miami Page 16 - File Id:16-00936 (Version 1) Printed On:7/20/16 such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. No service charge shall be made for any registration of transfer or exchange of Series 2016 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2016 Bonds. The Bond Registrar shall not be required (1) to register the transfer of or to exchange Series 2016 Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2016 Bonds under this Series Resolution and ending at the close of business on the day of such mailing or (ii) to register the transfer of or to exchange any Series 2016 Bond so selected for redemption in whole or in part. Section 206 Ownership of Series 2016 Bonds. The City, any Paying Agent and the Bond Registrar, and any other agent of the City, may treat the person in whose name any Series 2016 Bond is registered on the books of the City kept by the Bond Registrar pursuant to Section 205 hereof as the Holder of such Series 2016 Bond for the purpose of receiving payment of principal of, redemption premium, if any, and interest on such Series 2016 Bond, and for all other purposes whatsoever, whether such Series 2016 Bond be overdue, and, to the extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such agent shall be affected by any notice to the contrary. Section 207 Temporary Series 2016 Bonds,, Until definitive Series 2016 Bonds are ready for delivery, there may be executed, and upon request of the City, the Bond Registrar shall authenticate and deliver, in lieu of definitive Series 2016 Bonds and subject to the same limitations and conditions, typewritten, printed, engraved or lithographed temporary Series 2016 Bonds, in the form of fully registered Series 2016 Bonds, substantially of the tenor of the Series 2016 Bonds set forth in this Series Resolution and with such appropriate omissions, insertions and variations as may be required. Until definitive Series 2016 Bonds are ready for delivery, any temporary Series 2016 Bond, if so provided by the City by resolution, may be exchanged at the designated corporate trust office of the Bond Registrar, without charge to the Holder thereof, for an equal aggregate principal amount of temporary fully registered Series 2016 Bonds of authorized denominations, of like tenor, of the same maturity and bearing interest at the same rate. If temporary Series 2016 Bonds shall be issued, the City shall cause the definitive Series 2016 Bands to be prepared and to be executed and delivered to the Bond Registrar, and the Bond Registrar, upon presentation to it at its designated office of any temporary Series 2016 Bond, shall cancel the same and authenticate and deliver in exchange therefor at the place designated by the Holder, without charge to the Holder thereof, a definitive Series 2016 Bond or Series 2016 Bonds of an equal aggregate principal amount, of the same maturity and bearing interest at the same rate as the temporary Series 2016 Bond surrendered. Until so exchanged, the temporary Series 2016 Bonds shall in all respects be entitled to the same benefit and security of the Resolution as the definitive Series .2016 Bonds to be issued and authenticated hereunder. Section 208 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Series 2016 Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Series 2016 Bond of like date and tenor in exchange and substitution for such mutilated Series 2016 Bond or in lieu of and in substitution for such Series 2016 Bond destroyed, stolen or lost, and the Holder shall pay the reasonable expenses and charges of the City and the Bond Registrar in City of Miami Page 17 File 1d:1640936 (Version 1) Printed On:7/20/16 connection therewith and, in case of a Series 2016 Bond destroyed, stolen or lost, the Holder shall file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2016 Bond was destroyed, stolen or lost, and of such Holder's ownership thereof, and shall furnish the City and the Bond Registrar indemnity satisfactory to them. Every Series 2016 Bond issued pursuant to the provisions of this Section in exchange or substitution for any Series 2016 Bond that is mutilated, destroyed, stolen or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen or lost Series 2016 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with any and all other Series 2016 Bonds duly issued under this Series Resolution. All Series 2016 Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, stolen or lost Series 2016 Bonds, and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. [End of Article 111 City ofMiami Page 18 File 1d:16-00936 (Version 1) Printed On:7/20/16 ARTICLE -Ill SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF Section 301 Series 2016 Bonds not to be Indebtedness of City. The Series 2016 Bonds shall not be or constitute general obligations or indebtedness of the City as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the City, payable solely from and secured by a lien upon and pledge of the Designated Revenues in accordance with the terms of this Series Resolution and the Original Resolution. No Holder of any Series 2016 Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the City to pay such Series 2016 Bond or be entitled to payment of such Series 2016 Bond from any moneys or property of the City except the Designated Revenues in the manner provided herein and in the Original Resolution, Section 302 Security for Series 2016 Bonds. The payment of the Principal of or redemption premium, if applicable, and interest on the Series 2016 Bonds shall be secured forthwith equally and ratably by a pledge of and prior lien upon the Designated Revenues. The Designated Revenues shall be subject to the lien of this pledge immediately upon the issuance and delivery of the Series 2016 Bonds, without any physical delivery by the City of the Designated Revenues or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind against the City, in tort, contract or otherwise. The City does hereby irrevocably pledge the Designated Revenues to the payment of the Principal of or redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2016 Bonds in the manner provided in this Series Resolution and the Original Resolution. The Series 2016 Bonds are payable from the Designated Revenues on a parity, equally and ratably, with the Parity Obligations. Section 303 Additional Security. Anything herein to the contrary notwithstanding, however, the City may cause the Series 2016 Bonds to be payable from and secured by a Credit Facility or Insurance Policy not applicable to any one or more other Series of Bonds, as shall be determined by the City Manager in accordance with Section 201(f) hereof, in addition to the security of the Designated Revenues provided herein. Section 304 Application of Provisions of Original Resolution, The Series 2016 Bonds shall for all purposes be considered to be Refunding Bonds issued under the authority of Section 210 of the Original Resolution and shall be in all respects entitled to all the protection and security provided in and by the Original Resolution for Outstanding Bonds. The covenants and agreements set forth in the Original Resolution to be performed by the City shall be for equal benefit, protection and security of the Holders of all Outstanding Bonds, and the Series 2016 Bonds shall be of equal rank with all other Bonds Outstanding under the Resolution, without preference, priority or distinction over any other Outstanding Bond, including the Parity Obligations, as provided in the Resolution. Section 305 Series 2016 Reserve Account. There is hereby created within the Reserve Fund the "Series 2016 Reserve Account" (the "Series 2016 Reserve Account') into which the Series Reserve Fund Requirement for the Series 2016 Bonds shall be maintained in accordance with the provisions of this. Series Resolution and the Original Resolution. In the event the City Manager determines that the Series Reserve Fund Requirement shall equal zero, then the Series 2016 Reserve Account shall not be required to be maintained hereunder. City of Miami Page 19 File Id: 16-00936 (Version 1) Printed On:7/20/16 [End of Article 1111 City of Miami Page 20 File Id:16-00936 (Version)) Printed On: 7/20/16 ARTICLE IV MISCELLANEOUS PROVISIONS Section 401 Tax Covenants. With respect to any Series 2016 Bonds for which the City intends on the date of issuance thereof for the interest thereon to be excluded from gross income for purposes of federal income taxation: (a) The City shall not use or permit the use of any proceeds of the Series 2016 Bonds or any other funds of the City, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any amounts received by the City with respect to the Series 2016 Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would oause any such Series 2016 Bonds to be a "private activity bond" within the meaning of Section 141 or an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of Section 149(b), of the Code, or otherwise cause interest an such Series 2016 Bonds to become subject to federal income taxation. (b) The City shall, at all times, do and perform all acts and things permitted by law and this Series Resolution and the Original Resolution which are necessary or desirable in order to ensure that interest paid on such Series 2016 Bonds will be excluded from gross income for purposes of federal income taxes and shall take no action that would result in such interest not being so excluded, (c) The City shall pay or cause to be paid to the United States Government any amounts required by Section 148(f) of the Code and the regulations thereunder. Section 402 Parties Who Have Rights under Resolution. Except as herein otherwise expressly provided, nothing in this Series Resolution, express .or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Holders, any right, remedy or C181M, legal or equitable, under or by reason of this Series Resolution or any provision hereof, this Series Resolution and all its provisions being intended to be -and being for the sole and exclusive benefit of the Holders. Section 403 Effect of Partial Invalidity. In case any one or more of the provisions of this Series Resolution or of the Series 2016 Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Series Resolution or the Series 2016 Bonds. Section 404 Florida Law Controls. This Resolution is enacted with the Intent that it shall be interpreted and construed in accordance with the laws of the State. Section 405 No Recourse Against Members Officers or Employees of City. No recourse under or upon any statement, obligation, covenant, or agreement contained in the Original Resolution or this Series Resolution, or in any Series 2016 Bond hereby secured, or in any other Series Resolution, or in any document or certification whatsoever, or under any judgment obtained against the City, or by the enfcrcement of any assessment, or by any legal or equitable proceeding by virtue of any constitutional provision or statute or otherwise or under any circumstances, shall be had against any member of the City Commission, or any officer or employee or agent of the City, as such, either directly or through the City or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may be due and unpaid upon any such Series 2016 Bond. Any and all personal liability of every nature, whether at common law or In equity or by statute or by constitution or otherwise, of any such member of the City Commission, or any officer or employee, as such, to respond by reason of any act or omission on his/her part or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may City of Miami Page 21 - File Id. 16.00936 (Version 1) Printed On:7/20/16 remain due and unpaid upon the Series 2016 Bonds hereby seoured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the enactment of this Series Resolution and the issuance of the Series 2016 Bonds, Section 406 Expenses Payable under Resolution. All expenses incurred in carrying out the Original Resolution and this Series Resolution shall be payable solely from funds derived by the City from Designated Revenues. Anything in the Original Resolution or this Series Resolution to the contrary notwithstanding, the performance by the City of all duties and obligations imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all covenants, agreements and promises made by it hereunder, and the liability of the City for all warranties and other covenants herein shall be limited solely to the City, and from the Designated Revenues and the moneys attributable to the proceeds of Series 2016 Bonds, or the income from the temporary investment thereof; and, to the extent herein, the City shall not be required to effectuate any of its duties, obligations, powers or covenants except from, and to the extent of, such moneys, revenues, proceeds, and payments. Section 407 Payments Due on Sundays and Holidays. In any case where the date of maturity of interest on or Principal of the Series 2016 Bonds or the date fixed for redemption of any Series 2016 Bonds shall be a Sunday or a legal holiday or not a Business Day, then payment of interest or principal and redemption premium, if any, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or the Interest Payment Date and no interest) on such payment shall accrue for the period after such date. Section 408 Headings. Any heading preceding the text of the several .articles and sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Series Resolution, nor shall they affect its meaning, construction or effect. Section 409 Further Authority, The officers of the City, members of the City Commission and other agents or employees of the City are hereby authorized to do all acts and things required of them by this Series Resolution for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2016 Bonds, the Bond Purchase Contract, this Series Resolution, the Escrow Deposit Agreement and in the Continuing Disclosure Agreement. Section 410 Repeal of Inconsistent Resolutions. Ali resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 411 Effective Date, This Resolution shall take effect upon its adoption and signature of the Mayor. (1} City of Miami Page 22 File Id; 16-00936 (Version 1) Printed On;7/20/16 APPROVED AS TO FORM AND CORRECTNESS: VICTORIA MENDEZ CITY ATTORNEY Footnotes: {1} If the Mayor does not sign this Series 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 Series Resolution, it shall become effective immediately upon override of the veto by the City Commission. [End of Article IV] City of Miaini Page 23 - File Id:16-00936 (Version 1) Printed On:7/20/16