HomeMy WebLinkAboutR-19-0062City of Miami
Resolution R-19-0062
Legislation
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 5384 Final Action Date: 2/14/2019
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
PROVIDING FOR THE ISSUANCE AND VALIDATION OF AN AGGREGATE
PRINCIPAL AMOUNT NOT EXCEEDING FOUR HUNDRED MILLION
DOLLARS ($400,000,000.00) IN ONE OR MORE SEPARATE SERIES OF CITY
OF MIAMI, FLORIDA ("CITY") TAX-EXEMPT AND TAXABLE MIAMI FOREVER
LIMITED AD VALOREM TAX BONDS PAYABLE FROM AD VALOREM TAXES
LEVIED ON ALL TAXABLE PROPERTY IN THE CITY FOR CAPITAL PROJECTS
TO REDUCE FLOODING RISKS, IMPROVE STORMWATER INFRASTRUCTURE,
IMPROVE AFFORDABLE HOUSING, ECONOMIC DEVELOPMENT, PARKS,
CULTURAL FACILITIES, STREETS AND INFRASTRUCTURE, AND TO ENHANCE
PUBLIC SAFETY WITH INTEREST PAYABLE AT RATES NOT TO EXCEED THE
MAXIMUM RATE ALLOWED BY LAW (COLLECTIVELY, "MIAMI FOREVER LIMITED
AD VALOREM TAX BONDS"); PROVIDING FOR THE LEVY AND COLLECTION OF
SAID LIMITED AD VALOREM TAXES FOR PAYMENT OF THE MIAMI FOREVER
LIMITED AD VALOREM TAX CAPITAL PROGRAMS BONDS PROVIDED THAT THE
OVERALL CITY CAPITAL PROJECTS DEBT MILLAGE SHALL NOT EXCEED
THE RATE OF 0.5935 AS APPROVED BY REFERENDUM VOTE ON NOVEMBER 7,
2017; DESCRIBING, PROVIDING FOR, AND AUTHORIZING IN FURTHER DETAIL
FOR BOND VALIDATION OF (1) THE MIAMI FOREVER CAPITAL PROGRAMS
APPROVED BY THE VOTERS, BALLOT PROCESSES, ELECTION RESULTS, AND
ELECTION CERTIFICATION, ATTACHED AND INCORPORATED AS EXHIBITS "A"
AND "B" AND (2) ISSUANCE OF AND THE GENERAL DETAILS FOR ALL SERIES
OF ALL MIAMI FOREVER LIMITED AD VALOREM TAX CAPITAL PROGRAMS
BONDS, INCLUDING BUT NOT LIMITED TO, PLEDGED REVENUES FOR THE
REPAYMENT THEREOF, INTEREST RATES, CREDIT ENHANCEMENT, RESERVE
FUNDS, DENOMINATIONS, NEGOTIATED OR COMPETITIVE PUBLIC OFFERINGS,
AND PRIVATE PLACEMENT METHODS OF SALES, REGISTRATION, NOTICES,
AND REDEMPTIONS; ALSO AS A SERIES RESOLUTION DESCRIBING,
PROVIDING FOR, AND AUTHORIZING THE ISSUANCE IN FURTHER DETAIL FOR
BOND VALIDATION OF THE AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING
FORTY-THREE MILLION, SIX HUNDRED FIFTY-THREE THOUSAND, THREE
HUNDRED THIRTY-NINE DOLLARS ($43,653,339.00) IN ONE (1) OR MORE
SEPARATE SERIES OF CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX
BONDS MIAMI FOREVER (INFRASTRUCTURE PROGRAM) TAX-EXEMPT SERIES
2019A ("SERIES 2019A INFRASTRUCTURE BONDS") TO FINANCE
INFRASTRUCTURE PROJECTS, INCLUDING BUT NOT LIMITED TO, (1) THE
PARTICULAR INFRASTRUCTURE PROJECTS TO BE UNDERTAKEN BY THE CITY
AS GOVERNMENTAL PROJECTS OWNED AND OPERATED BY THE CITY AS
DESCRIBED IN THE ATTACHED AND INCORPORATED EXHIBIT "C," (2)
PROVIDING A SECONDARY SOURCE OF PAYMENT FOR SUCH MIAMI FOREVER
INFRASTRUCTURE PROGRAMS 2019 BONDS FROM NON AD VALOREM
REVENUES, (3) MAKING CERTAIN FINDINGS AND DETERMINATIONS IN
CONNECTION THEREWITH, (4) DETERMINING THE PARTICULAR METHOD OF
SALE, CREDIT ENHANCEMENT, IF ANY, RESERVE FUNDS, IF ANY,
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DENOMINATIONS, INTEREST RATE(S), (5) AUTHORIZING ALL REQUIRED
ACTIONS BY THE CITY MANAGER, CITY ATTORNEY, CITY CLERK, AND ALL
OTHER CITY OFFICIALS TO UNDERTAKE ALL NECESSARY STEPS IN
CONNECTION WITH SAID BOND VALIDATION, BOND ISSUANCE, NEGOTIATION,
EXECUTION, AND DELIVERY OF RELATED BOND PURCHASE AGREEMENT,
OFFERING AND SALE DOCUMENTS, TAX COMPLIANCE AGREEMENT,
CONTINUING DISCLOSURE AGREEMENT, PARTICULAR CREDIT
ENHANCEMENT AGREEMENT, IF ANY, PAYING AGENT AND REGISTRAR
AGREEMENT, AND ALL OTHER NECESSARY DOCUMENTS, INSTRUMENTS, AND
AGREEMENTS TO BE NEGOTIATED, EXECUTED, AND DELIVERED BY THE CITY,
ALL IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND BOND COUNSEL,
AND (6) RATIFYING, APPROVING, AND CONFIRMING CERTAIN NECESSARY
ACTIONS BY THE CITY MANAGER AND DESIGNATED DEPARTMENTS IN ORDER
TO UPDATE THE RELEVANT FINANCIAL CONTROLS, CAPITAL PLANS, AND
COMPUTER SYSTEMS IN CONNECTION THEREWITH; AND PROVIDING FOR
SEVERABILITY AND APPLICABLE EFFECTIVE DATE.
WHEREAS, the City of Miami ("City") (1) is a municipal corporation of the State of
Florida ("State"), (2) is wholly located within Miami -Dade County ("County"), a political
subdivision of the State, (3) was duly incorporated in 1896, and (4) is operating under the
Constitution of the State, as amended ("Florida Constitution"), laws of the State, the Charter of
the City of Miami, Florida, as amended ("City Charter"), and the Code of the City of Miami,
Florida, as amended ("City Code"); and
WHEREAS, pursuant to Section 12, Article VII, of the Florida Constitution, the City may
issue bonds, certificates of indebtedness, or any form of tax anticipation certificates payable
from ad valorem taxation and maturing more than twelve (12) months after issuance to finance
or refinance capital projects authorized by law and only as approved by vote of the electors; and
WHEREAS, Section 166.111, Florida Statutes, authorizes the City to borrow money,
contract loans, and issue bonds from time to time to finance the undertaking of any capital or
other project for the purposes permitted by the Florida Constitution and the City may pledge the
funds, credit, property, and taxing power of the City for the payment of such debts and bonds;
and
WHEREAS, the City Commission, pursuant to Resolution No. 17-0350 adopted July 27,
2017, attached and incorporated as Exhibit "A" ("Referendum Authorization Resolution"),
previously has determined that it is in the best interests of the public to issue general obligation
bonds to finance such capital projects and improvements in an aggregate principal amount not
exceeding Four Hundred Million Dollars ($400,000,000.00) with interest payable at or below the
maximum rate allowed by law, payable from ad valorem taxes levied on all taxable property in
the City provided that the debt millage not exceed the rate of 0.5935 for capital projects in order
to reduce flooding risks and improve stormwater infrastructure, to improve affordable housing,
economic development, parks, cultural facilities, streets and infrastructure, and to enhance
public safety; and
WHEREAS, pursuant to the Referendum Authorization Resolution, the City submitted to
the qualified electors of the City for their approval or disapproval the proposed issuance of an
aggregate principal amount not exceeding Four Hundred Million Dollars ($400,000,000.00) of
the City's general obligation bonds ("Bonds") in one (1) or more separate series for capital
projects and improvements to reduce flooding risks and improve stormwater infrastructure, to
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improve affordable housing, economic development, parks, cultural facilities, streets and
infrastructure, and to enhance public safety with interest payable at rates not exceeding the
maximum allowed by law and providing for the levy and collection of ad valorem taxes to pay
such Bonds provided that the debt millage not exceed the rate of 0.5935 mills; and
WHEREAS, the official ballot language submitted to the qualified electors of the City
read as follows:
Shall the City issue General Obligation Bonds in an
aggregate principal amount not exceeding
$400,000,000.00 with interest payable at or below the
maximum rate allowed by law, payable from ad
valorem taxes levied on all taxable property in the
City, provided that the capital projects debt millage not
exceed the current rate of 0.5935, to:
• Reduce Flooding Risks; Improve Stormwater
Infrastructure;
• Improve Affordable Housing, Economic
Development, Parks, Cultural Facilities, Streets,
and Infrastructure;
• Enhance Public Safety?; and
WHEREAS, on November 7, 2017, the registered voters of the City approved, by
referendum ballot, for the City to issue General Obligation Bonds in an aggregate principal
amount not to exceed Four Hundred Million Dollars ($400,000,000.00) with interest payable at
or below the maximum rate allowed by law, payable from ad valorem taxes levied on all taxable
property in the City, provided that the capital projects' debt millage not exceed the current rate
of 0.5935, for capital projects to reduce flooding risks; improve stormwater infrastructure;
enhance public safety; and improve affordable housing, economic development, parks, cultural
facilities, streets, and infrastructure; and
WHEREAS, by virtue of the ballot language limitation on debt millage for repayment,
such voted bonds would be defined as "limited ad valorem bonds" under Section 166.101(3),
Florida Statutes, and would partially share that limited ad valorem limitation on debt millage with
the City's currently total outstanding One Hundred Seventy -Four Million Six Hundred Forty
Thousand Dollars ($174,640,000.00) as of September 30, 2017 of prior Limited Ad Valorem Tax
Bonds and Refunding Bonds Homeland Defense/Neighborhood Capital Improvement Projects,
Series 2009, 2015, and 2017 (collectively, "Homeland Defense Limited Ad Valorem Bonds")
which have a voted referendum debt millage not to exceed 1.218 approved on November 13,
2001; and
WHEREAS, on December 14, 2017, the City adopted Resolution No. R-17-0575,
attached and incorporated as Exhibit "B" ("Referendum Certification Resolution"), wherein the
City Commission officially acknowledged the City Clerk's Certification of the Canvass and
Declaration of Results of the City's General Municipal and Referendum Special Elections held
on November 7, 2017 ("Bond Referendum"); and
WHEREAS, no taxpayer within the City exercised his or her right under Section 100.321,
Florida Statutes, to bring suit to test the legality of the referendum or the declaration of the result
thereof within sixty (60) days after the declaration of the results of the referendum; and
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WHEREAS, the City Commission finds, determines, and provides for (1) the validation of
the Bond Referendum and (2) the validation and issuance by the City of its taxable and tax-
exempt bonds payable from ad valorem taxes provided that the capital projects debt millage not
exceed the rate of 0.5935 mills in accordance with the Bond Referendum in the aggregate
principal amount not exceeding Four Hundred Million Dollars ($400,000,000.00) in one or more
separate, tax-exempt or taxable, series of City of Miami Forever Limited Ad Valorem Tax Bonds
(Miami Forever Capital Programs) (collectively, "Miami Forever Limited Ad Valorem Tax Bonds")
by establishing this Resolution as (a) the Master Resolution ("Master Resolution") for the entire
Miami Forever Limited Ad Valorem Tax Bonds and (b) a first tranche Series Resolution initially
in an expected not to exceed total maximum principal amount of Fifty Eight Million Six Hundred
Fifty Three Thousand Three Hundred Thirty Nine Dollars ($58,653,339.00) (collectively, " Series
2019 Miami Forever Limited Ad Valorem Tax Bonds") to be further designated as the City of
Miami Forever Limited Ad Valorem Tax Bonds (Infrastructure Programs) Tax -Exempt Series
2019A in the aggregate principal amount not exceeding Forty -Three Million, Six Hundred Fifty -
Three Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00) ("Series 2019A
Infrastructure Bonds") and the City of Miami Forever Limited Ad Valorem Tax Bonds (Affordable
Housing Programs) Taxable Series 2019B in the aggregate principal amount not exceeding
Fifteen Million Dollars ($15,000,000.00) ("Series 2019B Affordable Housing Bonds") in order to,
among other things, reimburse the City for funds advanced by the City for certain expenses
incurred with respect to capital projects to be undertaken by the City to reduce flooding risks, to
improve stormwater infrastructure, to improve affordable housing, economic development,
parks, cultural facilities, streets and infrastructure, and to enhance public safety within the City's
limits, all as indicated in the attached infrastructure capital projects list in Exhibit "C," attached
and incorporated (collectively, "Infrastructure Projects"), and in the separate Affordable Housing
Programs Projects list set forth by separate Resolution (collectively, "Affordable Housing
Projects"); and
WHEREAS, on December 13, 2018, the City adopted Resolution No. R-18-0546,
attached and incorporated as Exhibit "D" ("Intent to Reimburse Resolution"), wherein the City
declared its official intent to issue both taxable and tax-exempt Limited Ad Valorem Bonds in the
expected not to exceed total maximum principal amount of Fifty Eight Million Six Hundred Fifty
Three Thousand Three Hundred Thirty Nine Dollars ($58,653,339.00) and, to the extent
permissible under the IRS Code regarding the tax-exempt Limited Ad Valorem Bonds, use a
portion of the tax-exempt Limited Ad Valorem Bonds to reimburse the City for funds advanced
by it for Original Expenditures incurred and to be incurred with respect to the first tranche
Infrastructure Projects and Affordable Housing Projects; and
WHEREAS, the City seeks to determine its authority to incur bonded debt or issue
certificates of debt and the legality of all proceedings through validation in connection therewith
pursuant to Chapter 75, Florida Statutes; and
WHEREAS, findings and determinations required by Chapter 75, Florida Statutes, for
Bond Validation for the Series Resolution for the Series 2019A Infrastructure Bonds are
included herein below, and it is in the best interests of the City at this time for the City
Commission (1) to authorize and direct the City Manager upon the future completion of such
Bond Validation for the Series 2019A Infrastructure Bonds to direct the City's Financial Advisor,
Public Financial Management, Inc. ("Financial Advisor"), to issue a Request for Proposals to
banking and financial institutions and to receive proposals to be evaluated by the Financial
Advisor, the Chief Financial Officer ("CFO"), the Finance Director, the Budget Director, and the
Finance Committee for responses consistent with the City's needs; (2) to delegate authority to
and to authorize and direct the City Manager, after recommendation from the Financial Advisor,
the CFO, the Finance Director, the Budget Director, and the Finance Committee, to determine
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the method of sale for such Series 2019A Infrastructure Bonds; and (3) to delegate authority to
and to authorize and direct the City Manager to make the findings, determinations, and
declarations required by Section 218.385, Florida Statutes, regarding the method of sale for the
issuance of the Series 2019A Infrastructure Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
Section 1. Authority. This Resolution is adopted pursuant to the Florida Constitution;
Chapters 163 and 166, Florida Statutes, as amended; Part VII of Chapter 159, Florida Statutes,
as amended; the City Charter; the City Code; applicable City Resolutions; and other applicable
provisions of law (collectively, "Act").
Section 2. Recitals, Determinations, and Findings. The recitals, determinations, and
findings contained in the Preamble of this overall Resolution, the Master Resolution, and the
Series Resolution are adopted by reference and incorporated as if fully set forth in this Section.
Additionally, it is hereby ascertained, determined, and declared that:
A. Findings for Bond Validation regarding the Bond Referendum:
a) The City (1) is a municipal corporation of the State; (2) is wholly located within
the County, a political subdivision of the State; (3) was duly incorporated in 1896;
and (4) is operating under the Florida Constitution, the laws of the State, the City
Charter, and the City Code.
b) Pursuant to Section 12, Article VII, of the Florida Constitution, the City may issue
bonds, certificates of indebtedness, or any form of tax anticipation certificates
payable from ad valorem taxation and maturing more than twelve (12) months
after issuance to finance or refinance capital projects authorized by law and only
when approved by vote of the electors.
c) The City, pursuant to the Referendum Authorization Resolution, submitted to the
qualified electors of the City for their approval or disapproval the proposed
issuance of an aggregate principal amount not exceeding Four Hundred Million
Dollars ($400,000,000.00) of the City's general obligation bonds ("Bonds") in one
or more separate series for capital projects and improvements to reduce flooding
risks and improve stormwater infrastructure, to improve affordable housing,
economic development, parks, cultural facilities, streets and infrastructure, and to
enhance public safety, with interest payable at rates not exceeding the maximum
allowed by law and providing for the levy and collection of ad valorem taxes to
pay such Bonds provided that the debt millage not exceed the rate of 0.5935
mills.
d) Pursuant to Section 100.342, Florida Statutes, the City published notice of the
election or referendum by publication in The Miami Herald, a newspaper of
general circulation in the County and the City, in English on October 1, 2017 and
October 15, 2017; in Spanish on October 5, 2017 and October 15, 2017; and in
Creole on October 8, 2017 and October 15, 2017.
e) On November 7, 2017, the registered voters of the City approved, by referendum
ballot, for the City to issue General Obligation Bonds in an aggregate principal
amount not to exceed Four Hundred Million Dollars ($400,000,000.00) with
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interest payable at or below the maximum rate allowed by law, payable from ad
valorem taxes levied on all taxable property in the City, provided that the capital
projects' debt millage not to exceed the current rate of 0.5935, for capital projects
to reduce flooding risks; improve stormwater infrastructure; enhance public
safety; and improve affordable housing, economic development, parks, cultural
facilities, streets, and infrastructure.
f) The City, pursuant to the Referendum Certification Resolution, officially
acknowledged the City Clerk's Certification of the Canvass and Declaration of
Results of the City's General Municipal and Referendum Special Elections held
on November 7, 2017 ("Bond Referendum").
B. Findings for Bond Validation regarding the overall Bonds and Capital Programs:
a) The findings, determinations, and declarations contained in Subsection A of this
Section 2 are adopted by reference and incorporated as if fully set forth in this
Subsection.
b) The findings, determinations, and declarations made by the City Commission in
the Referendum Authorization Resolution are adopted by reference and
incorporated as if fully set forth in this Subsection.
c) The City adopted Ordinance No. 13789 on September 27, 2018 in compliance
with the requirements of Section 200.065, Florida Statutes, levying an ad
valorem tax on all real and personal property in the City at a final total rate of
8.0300 mills on the dollar of the taxable value of such property for the Fiscal Year
commencing October 1, 2018 and ending September 30, 2019 computed as
follows for the purposes of:
1) 7.5865 mills to fund the General Operating Budget; and
2) 0.4435 mills to provide for the payment of maturing principal, interest,
charges, and requirements related thereto of voter approved
indebtedness.
d) The City adopted Ordinance No. 13790 on September 27, 2018 in compliance
with the requirements of Section 200.065, Florida Statutes, adopting a final
budget and making appropriations relating to operational and budgetary
requirements for the fiscal year beginning October 1, 2018 and ending
September 30, 2019.
e) The City adopted Resolution No. R-18-0396 on September 13, 3018 in
compliance with the requirements of Sections 163.3161 and 163.3177, Florida
Statutes, and Chapter 18/Article IX/Division 1 and 2 of the City Code approving
the City's Fiscal Year 2018-19 Multi -Year Capital Plan and setting forth the City's
fiscal needs for capital improvements subject to an annual plan review, to
determine project priorities, to add new capital projects, and to modify funding
allocations as necessary ("Capital Plan"). The Capital Plan was subsequently
amended on September 27, 2018 pursuant to Ordinance No. 13790 and on
December 13, 2018 pursuant to Resolution No. R-18-0545.
f) The City has the authority (1) pursuant to Section 12, Article VII of the Florida
Constitution to issue bonds, certificates of indebtedness, or any form of tax
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g)
anticipation certificates payable from ad valorem taxation and maturing more
than twelve (12) months after issuance to finance or refinance capital projects
authorized by law and only when approved by vote of the electors and (2)
pursuant to Section 166.111, Florida Statutes, to borrow money, contract loans,
and issue bonds from time to time to finance the undertaking of any capital or
other project for the purposes permitted by the Florida Constitution and to pledge
the funds, credit, property, and taxing power of the municipality for the payment
of such debts and bonds.
The City has developed a Bond Implementation Strategy to orchestrate
a deliberate and objective project selection process by expertly assessing City-
wide requirements and citizen input and optimize all available resources to create
a stronger, more innovative, and resilient future for the City.
h) The City has developed the following themes to help guide the selection of
projects to be funded by the Bonds:
1) Safety: Enhance public safety by prioritizing investments that mitigate the
frequency and severity of dangerous events and improving the City's
response to emergencies resulting in minimized impact to its residents.
2) Wellness/Quality of Life: Preserve and enhance the City's reputation as a
desirable place to live, work, and play.
3) Equity: Fairly distribute all benefits across the City and all income levels,
maintaining the cohesiveness of the City's social fabric and diversity.
4) Economic Return: Consider costs and benefits, including but not limited to
the cost of operations and maintenance over time. Mitigate risks that
affect property value and avert crises that affect the economic vitality of
the City.
5) Modernization/Future City: Tap into new technologies and innovation to
transform the City into a smart city on the cutting edge of development
and resilience.
i) The City adopted Ordinance No. 13752 on March 22, 2018 establishing the
Miami Forever Bond Program Citizen's Oversight Board to ensure that the Bonds
issued pursuant to authorization of the Bond Referendum has transparent and
accountable internal project management and progress reporting and appropriate
citizen oversight to complement the standard oversight provided by the City
Commission.
j)
The City, in the Intent to Reimburse Resolution, expressed its intent to issue
taxable and tax-exempt Limited Ad Valorem Bonds in the expected not to exceed
total maximum principal amount of Fifty -Eight Million Six Hundred Fifty Three
Thousand Three Hundred Thirty Nine Dollars ($58,653,339.00) for the purpose of
financing, among other things, all or part of the costs of the first tranche
Infrastructure Projects and Affordable Housing Projects ("First Tranche"). The
City intends to issue for the taxable and tax-exempt Miami Forever Limited Ad
Valorem Bonds for the First Tranche in the expected not to exceed total
maximum principal amount of Forty -Three Million, Six Hundred Fifty -Three
Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00).
k) The City intends to issue additional taxable and tax-exempt Bonds in one or
more separate future tranches for the purpose of financing all or part of the costs
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of Infrastructure Projects and Affordable Housing projects ("Future Tranches").
The Future Tranches in the expected not to exceed total maximum principal
amount of Three Hundred Forty -One Million, Three Hundred Forty -Six Thousand,
Six Hundred Sixty -One Dollars ($341,346,661.00). The First Tranche and Future
Tranches collectively shall not exceed an aggregate principal amount Four
Hundred Million Dollars ($400,000,000.00).
I) The City intends to finance roadway capital improvements to provide for a safe,
convenient, effective, multimodal roadway system which is coordinated with
future land use and provides for the mobility of people and goods. The objectives
of the City are to reduce streets in disrepair, minimize traffic congestion, and
enable traffic flow and multi -modal capacity.
m) The City intends to finance parks' and cultural facilities' capital improvements to
provide world -class parks and cultural facilities to the residents of the City. The
objectives of the City are to replace capital assets that are past their useful life;
replace and renovate park elements and facilities; improve the safety and
accessibility of all parks and cultural facilities; and to reduce future maintenance
costs.
n) The City intends to finance public safety capital improvements to save lives and
protect property while promoting the health and well-being of City residents. The
objectives of the City are to minimize fire and rescue response and recovery time
and improve facility resilience.
o) The City intends to finance sea -level rise and flood prevention capital
improvements to mitigate the most severe current and future effects of sea -level
rise, flooding risks, and vulnerabilities through strategic infrastructure
investments. The objectives of the City are to minimize flooding frequency,
severity, duration, and impacts; protect critical infrastructure and high -use areas;
and reduce financial and economic vulnerability.
p)
q)
All of the capital projects and improvements to be financed by the Bonds are or
will be included in the City's Capital Plan.
All of the capital projects and improvements to be financed by the Bonds are
currently owned, will be owned, or will have an established governmental interest
by the City at the time proceeds of the related Series of Bonds are expended on
the capital projects or improvements. For those Infrastructure Projects not owned
by the City, the City will have a duly authorized and executed governmental
interest, including, but not limited to, Maintenance Agreements, Joint
Participation Agreements, Interlocal Agreements, Easements, and/or other
necessary agreements or instruments at the time the proceeds of the Bonds are
expended on the capital projects or improvements.
Section 3. Master Resolution Provisions: The following provisions of this overall
Resolution shall constitute Master Resolution provisions for all Series of the Bonds:
A. Authority. This Master Resolution for all Bonds is adopted pursuant to the Act.
B. Definitions. All capitalized undefined terms shall have the meaning as set forth in this
Master Resolution, any Series Resolution, and the respective Bonds. In addition to
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the words and terms defined in the recitals to this Master Resolution, as used herein,
the following terms shall have the following meanings herein unless the context
otherwise requires:
"Bond(s)" mean(s) collectively the not to exceed amount of Four Hundred Million
Dollars ($400,000,000.00) of City of Miami Forever Limited Ad Valorem Tax Bonds to
be issued in tax-exempt and/or taxable Series as provided herein.
"Bond Fund(s)" mean(s) collectively such funds and accounts established by any
Series Resolution for the repayment of any Series of Bonds.
"Pledged Revenues" means (1) legally available Limited Ad Valorem Tax Revenues
deposited into the Bond Fund(s) established by any Series Resolution(s) for each
respective Series of Bonds in accordance with the Bond Referendum and in
accordance with requirements of the pledged revenue structures of the then
outstanding Homeland Defense Bonds; (2) to the extent necessary and to the extent
pledged pursuant to any Series Resolution(s), any funds deposited into the Bond
Fund established for each respective Series of Bonds by the City pursuant to a
covenant to budget and appropriate; and (3) income received from the investments
of monies deposited into the funds and accounts established by any Series
Resolution(s) for each respective Series of Bonds.
"Reserve Fund(s)" mean(s) collectively such funds and accounts established by any
Series Resolution, if any, for deposits of funding for the reserves for repayment of
any particular Series of Bonds.
C. Purpose. For the purpose of paying for capital improvement projects to reduce
flooding risks and improve stormwater infrastructure, to improve affordable housing,
economic development, parks, cultural facilities, streets and infrastructure, and to
enhance public safety, with interest payable at rates not to exceed the maximum rate
allowed by law, to be payable from ad valorem taxes to be levied on all taxable
property in the City provided that the debt millage not exceed the rate of 0.5935, the
Bonds shall be issued pursuant to the Act in one of more Series in accordance with
the Bond Referendum.
D. Denominations, Interest Rate(s), Registration. The Bonds shall be issued in the
denomination of Five Thousand Dollars ($5,000.00) each or any integral multiple
thereof as provided in the respective Series Resolution(s) for each Series of Bonds,
shall bear interest at a rate or rates not exceeding the rate provided for at such time
of issuance by Florida Statutes, shall be in such form, and shall be executed by such
officers of the City in such manner as the City Commission shall provide by Series
Resolution(s) adopted prior to the issuance of any Series of Bonds. The Bonds shall
be issued as fully registered bonds consistent with applicable law at the time of
issuance and as the City Commission shall provide by Series Resolution(s) adopted
prior to the issuance of any Series of Bonds.
E. Maturity, Series, Payment Dates. The principal of such Bonds is to be due and
payable at such time or times not exceeding twenty-five (25) years from the date of
issuance of each respective Series in accordance with the Referendum Authorization
Resolution but not longer than the probable life of any capital improvement for which
the Bonds are issued as established by the City Commission. The City Commission
shall determine the capital improvement projects and the particular Series for any
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part of the Bonds hereby authorized to be issued. The City Commission shall
establish or shall provide for the establishment of the payment date(s) for any
particular Series of Bonds by Series Resolution(s) adopted prior to the issuance of
any Series of Bonds.
F. Methods of Sale of Bonds, Credit Enhancement, Reserve Funds. The City
Commission may determine from time to time by Series Resolution(s) adopted prior
to the issuance of any Series of Bonds, taking into account requirements at such
time of Federal, State, and local laws and such financial circumstances of the City,
(1) the method(s) of sale of any particular Series of Bonds and (2) may delegate
such final determination(s) for method(s) of sale, credit enhancement, if any, and
Reserve Fund(s) creations, if any, to the City Manager in accordance with advice
from the City's Financial Advisor, Bond Counsel, Disclosure Counsel, City Attorney,
CFO, Finance Director, and Budget Director.
G. Levy of Ad Valorem Taxes for Payment of Bonds. For the prompt payment of the
principal and interest on such Bonds, there shall be levied and collected annually, in
accordance with all applicable laws, an ad valorem tax upon all taxable property
within the City over and above all other taxes authorized to be levied by the City
sufficient to pay such principal and interest on the Bonds as the same respectively
become due and payable, provided that the capital projects debt millage rate shall
not exceed the current rate of 0.5935.
H. Security, Bond Not General Indebtedness. The Bonds shall not be deemed to
constitute general obligations or a pledge of the full faith and credit of the City, the
State, or any other political subdivision thereof within the meaning of any
constitution, legislative, or charter provision or limitation, but shall be payable solely
from and secured by a lien upon and a pledge of the Pledged Funds in the manner
and to the extent herein provided. Except to the limited extent provided in the
Referendum Authorizing Resolution and in the Bond Referendum, no holder of any
Bond shall ever have the right, directly or indirectly, to require or compel the exercise
of the ad valorem taxing power of the City, the State, or any other political
subdivision of the State or taxation in any form on any real or personal property to
pay the Bonds or the interest thereon, nor shall any holder of any Bond be entitled to
payment of such principal or and interest thereon from any other funds of the City,
other than the proceeds of the Pledged Funds, all in the manner and to the extent
herein provided and as provided in any Series Resolution(s) for any particular Series
of Bonds. The Bonds and the indebtedness evidenced thereby shall not constitute a
lien upon any real property or personal property of the City, but shall constitute a lien
only on the proceeds of the Pledged Funds, all in the manner and to the extent
provided herein and as provided in any Series Resolution(s) for any particular Series
of Bonds.
I. Controlling Law; Members, Officials, Agents, Representatives, and Employees Not
Liable. All covenants, stipulations, and obligations of the City contained in this
Resolution shall be deemed to be covenants, stipulations, obligations, and
agreements of the City to the full extent authorized by the Act and provided by the
Florida Constitution and laws of the State. 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, official, agent,
representative, or employee of the City in his or her individual capacity and no City
official or any other official executing the Bonds shall be personally liable on the
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Bond or this Master Resolution nor shall they be subject to any personal liability or
accountability by reason of the issuance or the execution by the City or such
respective members, officials, agents, representative, or employees thereof.
J. Supplements and Amendments to this Master Resolution. The City Commission may
determine from time to time by Series Resolution(s) adopted prior to the issuance of
any Series Resolution(s) adopted prior to the issuance of any Series of Bonds to
supplement or amend this Master Resolution in order to accomplish the issuance of
the Bonds or as necessary in connection with the Bond Referendum for the purposes
for which the Bonds are being issued or as necessary in order for compliance with
applicable laws.
K. Severability. If any section, part of a section, paragraph, clause, phrase, or word of
this Master Resolution is declared invalid, then such invalid part shall be stricken
herefrom and the remaining provisions of this Master Resolution shall not be
affected.
L. Immediate Effect of Master Resolution. This Master Resolution shall become
effective immediately upon its adoption.
Section 4. Series Resolution for the Series 2019A Infrastructure Bonds.
A. Authority. This Series Resolution for the Series 2019A Infrastructure Series 2019A
Infrastructure Bonds is adopted pursuant to the Act.
B. Definitions. All capitalized undefined terms shall have the meaning as set forth in this
Series Resolution for the Series 2019A Infrastructure Bonds. In addition to the words and terms
defined in the recitals to this Resolution, as used herein, the following terms shall have the
following meanings herein unless the context otherwise requires:
"Bond Counsel" means Foley & Lardner LLP, or any other attorney at law or firm of
attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of
interest on obligations issued by states and political subdivisions and duly admitted to practice
law before the highest court of any state of the United States of America.
"Bond Holders" means the purchasers of the Series 2019A Infrastructure Bonds
pursuant to the Bond Purchase Agreement.
"Bond Purchase Agreement" means, if the Series 2019A Infrastructure Bonds are sold in
a public offering, the bond purchase agreement between the City and the Underwriters for such
public offering as determined by the City Manager in accordance with this Series Resolution.
"Bond Registrar" means as determined by the City Manager, either (1) the Finance
Director of the City in a sale by private placement to sophisticated investors of the Series 2019A
Infrastructure Bonds or (2) in a public offering of such bonds, such financial institution
recognized in the United States of America for the performance of paying agent and registrar
fiduciary services for the payment of principal and interest on and other provisions of obligations
issued by states and political subdivisions.
"Financial Advisor" means Public Financial Management, Inc.
"Interest Rate" means not to exceed five percent (5.0%) per annum.
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"Loan Agreement" means the loan agreement to be entered into between the City and
the selected Proposer in accordance with the terms of this Series Resolution and the Proposal
in a sale relating to the purchase by private placement to sophisticated investors of the Series
2019A Infrastructure Bonds.
"Maturity Date" means no later than December 31, 2046.
"Payment(s)" means all amounts payable by the City of principal, interest, and
prepayment penalty, if any, on the Series 2019A Infrastructure Bonds and all other amounts
payable by the City pursuant to the Loan Agreement or the Bond Purchase Agreement.
"Payment Dates" and "Payment Frequency" means that principal and interest payments
shall be made as set forth in the Loan Agreement or as selected by the City Manager and set
out in the Bond Purchase Agreement.
"Paying Agent" means as determined by the City Manager, either (1) the Finance
Director of the City in a sale by private placement to sophisticated investors of the Series 2019A
Infrastructure Bonds or (2) in a public offering of such bonds, such financial institution
recognized in the United States of America for the performance of paying agent and registrar
fiduciary services for the payment of principal and interest on and other provisions of obligations
issued by states and political subdivisions.
"Purchaser" means any private placement purchaser and holder of the Series 2019A
Infrastructure Bonds.
"Pledged Funds" means collectively the amounts on deposit in the Series 2019A
Infrastructure Bonds Fund and any other funds and, as applicable, accounts created pursuant to
(1) the Loan Agreement or (2) the Bond Purchase Agreement and therein pledged to secure the
Series 2019A Infrastructure Bonds (with the exception of the Rebate Fund) including Pledged
Revenues.
"Pledged Revenues" means (1) legally available Limited Ad Valorem Tax Revenues
deposited into the Series 2019A Infrastructure Bonds Fund established by the Master
Resolution this Series Resolution and (a) the Loan Agreement or (b) the Bond Purchase
Agreement, as applicable; (2) to the extent necessary, any funds deposited into the Series
2019A Infrastructure Bonds Fund by the City pursuant to the covenant to budget and
appropriate established by this Series Resolution and (a) the Loan Agreement or (b) the Bond
Purchase Agreement, as applicable; and (3) income received from the investment of monies
deposited into the funds and accounts established by this Series Resolution and (a) the Loan
Agreement or (b) the Bond Purchase Agreement, as applicable.
"Proposal" means the proposal for a private placement sale of the Series 2019A
Infrastructure Bonds to the Purchaser by the City.
"Series Resolution(s)" means this Resolution No. R-19-0062 adopted by the City
Commission on February 14, 2019, as amended and supplemented from time to time.
"Series 2019A Infrastructure Bonds" means the not to exceed amount of Forty -Three
Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00)
City of Miami Miami Forever Limited Ad Valorem Tax Bonds (Infrastructure Programs) Tax -
Exempt Series 2019A authorized pursuant to this Series Resolution.
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"Taxable Interest Rate" means a rate not to exceed Five Percent (5.0 %) per annum
should the Series 2019A Infrastructure Bonds become taxable and such taxable rate of interest
shall continue in effect as the date the tax status is ruled to have changed until the final
Payment on the Series 2019A Infrastructure Bonds.
C. Recitals, Determinations, and Findings for Series Resolution. The
recitals, determinations, and findings contained in the Preamble of this Resolution for the Master
Resolution and this Series Resolution are adopted by reference and incorporated as if fully set
forth in this Section. Additionally, it is hereby ascertained, determined, and declared that:
Findings regarding the Infrastructure Projects for Bond Validation:
a) The findings, determinations, and declarations contained in Section 2 of
this Resolution are adopted by reference and incorporated as if fully set
forth in this Subsection.
b) The City, in the Intent to Reimburse Resolution, expressed its intent to
issue taxable and tax-exempt Miami Forever Limited Ad Valorem Tax
Bonds in the expected not to exceed total maximum principal amount of
Fifty -Eight Million Six Hundred Fifty Three Thousand Three Hundred
Thirty Nine Dollars ($58,653,339.00) for the purpose of financing all or
part of the costs of the First Tranche. The City intends to issue for the
taxable and tax-exempt Limited Ad Valorem Bonds for the First Tranche
in the expected not to exceed total maximum principal amount of Forty -
Three Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty -
Nine Dollars ($43,653,339.00).
c) The City has identified the First Tranche Infrastructure Projects
("Infrastructure Projects"), attached and incorporated herein as Exhibit
"C," all of which have been approved by the City Commission.
d) All of the Infrastructure Projects are included in the City's Capital Plan.
e) The Infrastructure Projects prioritizes roads, parks, cultural facilities,
public safety, and sea -level rise and flood prevention.
f) The Infrastructure Projects fall within the categories approved by the
Bond Referendum.
g)
The Infrastructure Projects were presented to the Miami Forever Bond
Program Citizen's Oversight Board at its duly noticed and regular meeting
on January 31, 2019.
h) All of the Infrastructure Projects are currently owned, will be owned, or will
have an established governmental interest by the City at the time the
Miami Forever Capital Programs Infrastructure Bonds are expended on
the Infrastructure Projects. For those Infrastructure Projects not owned by
the City, the City will have a duly authorized and executed governmental
interest, including, but not limited to, Maintenance Agreements, Joint
Participation Agreements, Interlocal Agreements, Easements, and/or
other necessary agreements or instruments at the time the Miami Forever
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Capital Programs Infrastructure Bonds are expended on the Infrastructure
Projects.
2. Findings, Determinations, and Declarations Regarding Negotiated Sale: In
accordance with Section 218.385, Florida Statutes, the City Commission hereby
delegates to and authorizes' and directs the City Manager to make all necessary
findings, determinations, and declarations finds, based upon the advice of its
Financial Advisor for the Series 2019A Infrastructure Bonds, necessary for Bond
Validation and issuance of the Series 2019A Infrastructure Bonds.
D. This Series Resolution to Constitute Contract. In consideration of the
acceptance of the Series 2019A Infrastructure Bonds authorized to be issued hereunder by
those who shall hold the same from time to time, this Series Resolution and (1) the Loan
Agreement or (2) the Bond Purchase Agreement shall be deemed to be and shall constitute a
contract between the City and (1) the Purchaser or (2) the Bond Holders. The covenants and
agreements herein set forth to be performed by the City shall be for the equal benefit,
protection, and security of (1) the Purchaser or (2) the Bond Holders and the Series 2019A
Infrastructure Bonds, except as expressly provided herein and in (1) the Loan Agreement or (2)
the Bond Purchase Agreement.
E. Authorization of the Loan Agreement; the Bond Purchase Agreement; the Series
2019A Infrastructure Bonds; the Paying Agent and Registrar Agreement; the Continuing
Disclosure Agreement; Other Disclosure Statements; and All Other Necessary Documents,
Agreements, Certificates, and Instruments. Subject and pursuant to the provisions hereof and
in anticipation of the sale and delivery of the Series 2019A Infrastructure Bonds, (1) the City
Manager, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel if a public
offering, and the Financial Advisor, is authorized1 to negotiate, to execute, and to deliver (a) a
Loan Agreement with the Purchaser or (b) a Bond Purchase Agreement with the Underwriter,
(2) the obligation(s) of the City to be known as the "City of Miami, Florida Miami Forever Limited
Ad Valorem Tax Bonds (Infrastructure Programs) Series 2019A" is/are authorized' to be issued,
executed, and delivered in the aggregate principal amount of not to exceed Forty -Three Million,
Six Hundred Fifty -Three Thousand, Three Hundred Thirty -Nine Dollars ($43,653,339.00), and
(3) the City Manager, in consultation with the City Attorney, Bond Counsel, Disclosure Counsel
if a public offering, and the Financial Advisor, is authorized' to negotiate, to execute, and to
deliver the Paying Agent and Registrar Agreement, the Continuing Disclosure Agreement, other
Disclosure Statements, and all other necessary documents, agreements, certificates, and
instruments. The City Manager, after consultation with the City Attorney, Bond Counsel, and the
Financial Advisor, is further authorized' to negotiate, execute, and deliver any changes,
modifications, supplements, or amendments to the Loan Agreement, the Bond Purchase
Agreement, the Series 2019A Infrastructure Bonds, the Paying Agent and Registrar Agreement,
the Continuing Disclosure Agreement, other Disclosure Statements, and any and all other
agreements, documents, certificates, and instruments as should be deemed necessary or
desirable and to take such other actions as shall be necessary to implement the terms and
conditions of the Loan Agreement, the Bond Purchase Agreement, the Series 2019A
Infrastructure Bonds, the Paying Agent and Registrar Agreement, the Continuing Disclosure
Agreement, and other Disclosure Statements. The provisions of such agreements, documents,
certificates, and instruments, as so negotiated, executed, and delivered are hereby incorporated
into and made a part of this Series Resolution.
1 The herein authorization is further subject to compliance with all requirements that may be imposed by
the City Attorney, including but not limited to, those prescribed by applicable City Charter and City Code
provisions.
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F. Description of the Series 2019A Infrastructure Bonds. The Series 2019A
Infrastructure Bonds shall be issued as either (1) one fully registered Series 2019A
Infrastructure Bond or (2) fully registered bonds in the denomination of One Hundred Thousand
Dollars ($100,000.00) and integrals of Five Thousand Dollars ($5,000.00) in excess of One
Hundred Thousand Dollars ($100,000.00), in either case in the total principal amount not to
exceed Forty -Three Million, Six Hundred Fifty -Three Thousand, Three Hundred Thirty -Nine
Dollars ($43,653,339.00), shall be dated as of the date of delivery to the Purchaser/Bond
Holders thereof and shall mature on the Maturity Date(s). The Series 2019A Infrastructure
Bonds shall be payable to the Purchaser/Bond Holders and shall bear interest at the Interest
Rate(s) per maturity, calculated on the basis of a 30/360 day year. Principal and Interest will be
paid as set forth in the Loan Agreement or Bond Purchase Agreement. The Maturity Date shall
be no later than December 31, 2046; provided, however, that the Series 2019A Infrastructure
Bonds and the Loan Agreement/Bond Purchase Agreement shall also provide for prepayments.
Upon the occurrence of an event of taxability, any due but unpaid principal and interest on the
Series 2019A Infrastructure Bonds shall bear interest at the Taxable Interest Rate from the date
the tax status is ruled to have changed until paid and collected. Anything herein or in the Series
2019A Infrastructure Bonds to the contrary notwithstanding, in no event shall the interest rate
borne by the Series 2019A Infrastructure Bonds exceed the maximum interest rate permitted to
be paid by the City under applicable law.
On the date of the issuance of the Series 2019A Infrastructure Bonds, the City shall
receive an amount equal to the par amount of the Series 2019A Infrastructure Bonds from the
Purchaser or the Underwriter as the purchase price of the Series 2019A Infrastructure Bonds.
The Series 2019A Infrastructure Bonds shall be payable in any coin or currency of the United
States of America which on the respective dates of payment of principal and interest thereof is
legal tender for the payment of public and private debts. The principal and interest on the
Series 2019A Infrastructure Bonds shall be payable upon presentation and surrender at the
principal office of the Paying Agent to the registered owner of the Series 2019A Infrastructure
Bonds.
The Series 2019A Infrastructure Bonds may be exchanged at the office of the
Series 2019A Infrastructure Bonds Registrar for a like aggregate principal amount of Series
2019A Infrastructure Bonds of the same series and maturity. Notwithstanding the foregoing or
any provision of this Series Resolution to the contrary, the Series 2019A Infrastructure Bonds
shall not be transferred unless the new purchaser/bond holder has executed a "sophisticated
investor letter" in substantially the same form and substance as the "sophisticated investor
letter" executed by the original Purchaser or Bond Holders of the Series 2019A Infrastructure
Bonds.
G. Execution of Series 2019A Infrastructure Bonds. The Series 2019A
Infrastructure 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 2019A Infrastructure
Bonds and attested to and countersigned by the City Clerk. In addition, the City Attorney shall
sign the Series 2019A Infrastructure Bonds showing approval of the legal form and correctness
thereof and the City's Director of Risk Management shall sign the Series 2019A Infrastructure
Bonds showing approval as to the City's insurance requirements. The signatures of the City
Manager, the City Clerk, and the City Attorney on the Series 2019A Infrastructure Bonds may
be by facsimile. If any officer whose signature appears on the Series 2019A Infrastructure
Bonds ceases to hold office before the delivery of the Series 2019A Infrastructure Bonds, his or
her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series
2019A Infrastructure Bonds may bear the signature of or may be signed by such persons as at
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the actual time of execution of such Series 2019A Infrastructure Bonds shall be the proper
designated officers to sign such Series 2019A Infrastructure Bonds, although at the date of such
Series 2019A Infrastructure Bonds or the date of delivery thereof such persons may not have
been such officers. Any Series 2019A Infrastructure Bonds delivered shall be authenticated by
the manual signature of the Finance Director and the registered owner(s) of any Series 2019A
Infrastructure Bonds so authenticated shall be entitled to the benefits of this Series Resolution.
H. Series 2019A Infrastructure Bonds Mutilated, Destroyed, Stolen, or Lost. If the
Series 2019A Infrastructure Bonds is mutilated, destroyed, stolen, or lost, the City or its agent
may, in its discretion, (1) deliver a duplicate replacement of such Series 2019A Infrastructure
Bonds or (2) pay such Series 2019A Infrastructure Bond(s) that has/have matured or is about to
mature or has been called for redemption. A mutilated Series 2019A Infrastructure Bonds shall
be surrendered to and cancelled by the Bond Registrar. The holder of the Series 2019A
Infrastructure Bonds must furnish the City or its agent proof of ownership of any destroyed,
stolen, or lost Series 2019A Infrastructure Bonds; post satisfactory indemnity; comply with any
reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of
the City or its agent.
Any such duplicate Series 2019A Infrastructure Bond(s) shall constitute an original
contractual obligation on the part of the City whether or not the destroyed, stolen, or lost Series
2019A Infrastructure Bonds be at any time found by anyone and such duplicate Series 2019A
Infrastructure Bonds 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 2019A Infrastructure Bonds so mutilated, destroyed, stolen, or lost.
Form of Series 2019A Infrastructure Bonds. The Series 2019A Infrastructure
Bonds shall be in substantially the form, attached and incorporated as Exhibit "E," to (1) the
Loan Agreement or (2) the Bond Purchase Agreement with only such omissions, insertions, and
variations as may be necessary and desirable and permitted by this Series Resolution or by any
subsequent ordinance or resolution adopted by the City Commission prior to the issuance
thereof.
J. Covenants of the City for the Series 2019A Infrastructure Bonds. To the extent
permitted by and in accordance with applicable law and budgetary processes, the City
covenants that it will, in each year any Payments are due, budget and appropriate (1) sufficient
legally available Limited Ad Valorem Taxes as set forth in the Referendum Authorizing
Resolution, the Master Resolution, any Series Resolution, and in accordance with the Bond
Referendum and, if necessary, (2) such legally available Non -Ad Valorem Revenues to make
such Payments as they become due.
Such covenants and agreements on the part of the City to budget and
appropriate such legally available amounts as stated above shall be cumulative to the extent not
paid and shall continue until such legally available funds in amounts sufficient to make all such
required Payments shall have been budgeted, appropriated, and actually paid. Notwithstanding
the foregoing covenants of the City, the City does not covenant to maintain any services or
programs now provided or maintained by the City which generate Non -Ad Valorem Revenues.
Such covenant to budget and appropriate does not create any lien upon or
pledge of such Non -Ad Valorem Revenues, nor, except as provided below, does it preclude the
City from pledging in the future its Non -Ad Valorem Revenues, nor does it require the City to
levy and collect any particular Non -Ad Valorem Revenues, nor does it give the Purchaser or
Bond Holders a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general
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creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is
subject in all respects to the payment of obligations secured by a pledge of such Non -Ad
Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service
on other Series 2019A Infrastructure Bonds and other debt instruments of the City). However,
the covenant to budget and appropriate in its general annual budget for the purposes and in the
manner stated herein shall have the effect of making available for the payment of the Payments,
in the manner described herein, Non -Ad Valorem Revenues and to the extent permitted by
applicable law placing on the City a positive duty to budget and appropriate, by amendment if
necessary, amounts sufficient to meet its obligations hereunder; subject, however, to the
payment of services and programs which are for essential public purposes affecting the health,
welfare, and safety of the inhabitants of the City or which are legally mandated by applicable
law. The City represents that the issuance of the Series 2019A Infrastructure Bonds serves
essential public purposes by financing the Infrastructure Project of the City in accordance with
the Bond Referendum.
K. Tax Covenants for the Series 2019A Infrastructure Bonds. No use will be made
of the proceeds of the Series 2019A Infrastructure Bonds which, if such use were reasonably
expected on the date of issuance of the Series 2019A Infrastructure Bonds, would cause the
same to be "arbitrage bonds" within the meaning of the IRS Code. The City, at all times while
the Series 2019A Infrastructure Bonds and the interest thereon are outstanding, will comply with
the requirements of the IRS Code, including any amendments thereto and any valid and
applicable rules and regulations promulgated thereunder necessary to maintain the exclusion of
the interest on the Series 2019A Infrastructure Bonds from federal gross income including the
creation of any rebate funds or other funds and/or accounts required in that regard.
L. Security, Series 2019A Infrastructure Bonds Not General Indebtedness. The
Series 2019A Infrastructure Bonds shall not be deemed to constitute general obligations or a
pledge of the faith and credit of the City, the State, or any other political subdivision thereof
within the meaning of any constitutional, legislative, or charter provision or limitation but shall be
payable solely from and secured by a lien upon and a pledge of the Pledged Funds in the
manner and to the extent herein provided. Except to the limited extent provided in the
Referendum Authorizing Resolution, the Master Resolution, and the Bond Referendum, no
holder of the Series 2019A Infrastructure Bonds shall ever have the right, directly or indirectly, to
require or compel the exercise of the ad valorem taxing power of the City, the State, or any
other political subdivision of the State or taxation in any form on any real or personal property to
pay the Series 2019A Infrastructure Bonds or the interest thereon, nor shall any holder of the
Series 2019A Infrastructure Bonds be entitled to payment of such principal of and interest from
any other funds of the City other than the proceeds of the Pledged Funds, all in the manner and
to the extent herein provided. The Series 2019A Infrastructure Bonds and the indebtedness
evidenced thereby shall not constitute a lien upon any real property or personal property of the
City but shall constitute a lien only on the proceeds of the Pledged Funds, all in the manner and
to the extent provided herein.
Until payment has been provided as herein permitted, the payment of the
principal of and interest on the Series 2019A Infrastructure Bonds shall be secured forthwith
equally and ratably by a prior lien on the proceeds derived from the Pledged Funds, and the City
does hereby irrevocably pledge the same to payment of the principal thereof and interest thereon
when due.
M. Amendments and Supplements to this Series Resolution. This Series
Resolution shall be further amended and supplemented as necessary in order to accomplish the
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issuance of the Series 2019A Infrastructure Bonds or as necessary in connection with the
purposes for which the Series 2019A Infrastructure Bonds are being issued.
N. Severability for Series Resolution. If any one or more of the covenants,
agreements, or provisions of this Series Resolution should be held contrary to any express
provision of law; contrary to the policy of express law, though not expressly prohibited; 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 severed from the
remaining covenants, agreements, and provisions of this Series Resolution or of the Series
2019A Infrastructure Bonds issued hereunder.
O. Immediate Effect of Series Resolution. This Master Resolution shall
become effective immediately upon its adoption.
Section 5. Controlling Law; Members, Officials, Agents, Representatives, and
Employees of City Not Liable. All covenants, stipulations, obligations, and agreements of the
City contained in this overall Resolution, the Master Resolution, and the Series Resolution shall
be deemed to be covenants, stipulations, obligations, and agreements of the City to the full
extent authorized by the Act and provided by the Constitution and laws of the State. 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, official, agent,
representative, or employee of the City in his or her individual capacity, and no City member,
official, agent, representative, or employee or any other official executing the Series 2019A
Infrastructure Bonds or any other Series of Bonds shall be liable personally on the Series 2019A
Infrastructure Bonds, the Bonds, or any Series Resolution, nor shall they be subject to any
personal liability or accountability by reason of the issuance or the execution by the City or such
respective members, officials, agents, representatives, or employees thereof.
Section 6. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in
conflict herewith are to the extent of such conflict superseded and repealed.
Section 7. Ratifications, Approvals, and Confirmations. Certain necessary actions by
the City Manager and the designated Departments in order to update the relevant financial
controls, project close-outs, accounting entries, and computer systems in connection with
ongoing compliance for the Bonds, the Series 2019A Infrastructure Bonds, the Master
Resolution, any Series Resolution, and Tax Compliance Certificate(s) for continuing compliance
are hereby ratified, approved, and confirmed.
Section 8. Severability for overall Resolution. If any one or more of the covenants,
agreements, or provisions of this overall Resolution should be held contrary to any express
provision of law; contrary to the policy of express law, though not expressly prohibited; 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 severed from the
remaining covenants, agreements, and provisions of this overall Resolution or of the Bonds
issued hereunder.
Section 9. Bond Validation Authority. The City Commission hereby authorizes and
directs the City Attorney to take any and all actions necessary under the Constitution and laws
of the State of Florida, including but not limited to, Chapter 75, Florida Statutes, relating to the
validation in an aggregate principal amount not exceeding Four Hundred Million Dollars
($400,000,000.00) of the City's Bonds in one or more separate series for capital projects and
improvements to reduce flooding risks and improve stormwater infrastructure, to improve
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affordable housing, economic development, parks, cultural facilities, streets and infrastructure,
and to enhance public safety with interest payable at rates not exceeding the maximum allowed
by law and providing for the levy and collection of ad valorem taxes to pay such Bonds provided
that the debt millage not exceed the rate of 0.5935 mills. This authorization for Bond Validation
includes the Series 2019A Infrastructure Bonds, whether tax-exempt or taxable.
Section 10. Effective Date. This Resolution shall be effective immediately upon its
adoption and signature by the Mayor.2
APPROVED AS TO FORM AND CORRECTNESS:
ndez, City ttor ey 3/12/2019
If the Mayor does not sign this Resolution, it shall become effective at the end of ten (10) calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective
immediately upon override of the veto by the City Commission.
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