Loading...
HomeMy WebLinkAboutR-24-0275City of Miami Resolution R-24-0275 Legislation City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 16234 Final Action Date: 7/11/2024 A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), SUPPLEMENTING RESOLUTION NO. R-19-0062, ADOPTED BY THE COMMISSION ON FEBRUARY 14, 2019, WHICH AUTHORIZED THE ISSUANCE BY THE CITY OF MIAMI ("CITY") OF ITS LIMITED AD VALOREM TAX BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING FOUR HUNDRED MILLION DOLLARS ($400,000,000.00) IN ONE OR MORE SEPARATE SERIES; FOR THE PURPOSES OF MAKING CERTAIN PROVISIONS FOR AND AUTHORIZING THE AWARD OF THE CITY'S LIMITED AD VALOREM TAX BONDS (MIAMI FOREVER INFRASTRUCTURE PROGRAMS), SERIES 2024C, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED [ONE HUNDRED TWENTY MILLION FOUR HUNDRED EIGHTY THOUSAND DOLLARS ($120,480,000)] (THE SERIES 2024C INFRASTRUCTURE BONDS) TO FINANCE THE INFRASTRUCTURE PROJECTS AS DESCRIBED IN RESOLUTION NO. R-19-0062 AND THE ADDITIONAL INFRASTRUCTURE PROJECTS DESCRIBED IN EXHIBIT "C" HEREOF UPON THE SATISFACTION OF CERTAIN PARAMETERS DESCRIBED HEREIN; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2024C INFRASTRUCTURE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; APPROVING THE FORM OF AND THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION AND DELIVERY OF A FINAL OFFICIAL STATEMENT RELATING TO THE SERIES 2024C INFRASTRUCTURE BONDS AND TO EXECUTE AND DELIVER ANY RELATED AGREEMENTS; APPOINTING A BOND REGISTRAR AND PAYING AGENT; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2024C INFRASTRUCTURE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12 AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; AUTHORIZING CERTAIN OFFICIALS OF THE CITY TO EXECUTE ANY DOCUMENT OR TO TAKE ANY ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2024C INFRASTRUCTURE BONDS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on July 27, 2017, the City Commission ("Commission") of the City of Miami, Florida ("City") adopted Resolution No. R-17-0350 ("Referendum Authorization Resolution"), wherein the Commission determined that it is in the best interests of the public to issue general City of Miami Page 1 of 23 File ID: 16234 (Revision:) Printed On: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 obligation bonds to finance certain capital projects and improvements in an aggregate principal amount not exceeding Four Hundred Million Dollars ($400,000,000.00) (the "Miami Forever Limited Ad Valorem Tax Bonds") 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 the Miami Forever Limited Ad Valorem Tax Bonds for such capital projects and improvements and provided 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, on November 7, 2017, the registered voters of the City approved, by referendum ballot, the issuance by the City of the Miami Forever Limited Ad Valorem Tax Bonds, 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; 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, pursuant to the Intent to Reimburse Resolutions, the City declared its official intent to issue both taxable and tax-exempt Miami Forever Limited Ad Valorem Bonds in the maximum amounts set forth in such resolutions, in order to reimburse the City for funds advanced by it to pay expenditures incurred and to be incurred with respect to the first tranche of Infrastructure Projects to the extent permissible under the IRS Code; and WHEREAS, on February 24, 2019, the City adopted Resolution No. R-19-0062 (the "Master Resolution"), wherein the City provided for and authorized, among other things, the issuance of the Miami Forever Limited Ad Valorem Tax Bonds in one or more separate tax- exempt or taxable series, including a series to be designated as the City's 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") in order to, among other things, to pay, or reimburse the City for funds advanced by the City for, costs of certain infrastructure capital projects indicated on the list attached to the Master Resolution as Exhibit "C" thereto; and WHEREAS, on June 12, 2024, the City issued its $135,460,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024A and its $44,060,000 Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Taxable Series 2024B pursuant to Resolution No. R-24-0182 adopted on May 9, 2024; and City of Miami Page 2 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 WHEREAS, the City desires to issue City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024C in the aggregate principal amount not to exceed [$120,480,000]; and WHEREAS, the City desires to use proceeds of the Series 2024C Infrastructure Bonds to finance the capital infrastructure projects set forth on Exhibit "C" to the Master Resolution and additional capital infrastructure projects, all as set forth in Exhibit "C," attached and incorporated hereto, as provided in Section 4 hereof; and WHEREAS, based on the recommendations of PFM Financial Advisors LLC, financial advisor to the City with respect to the Series 2024 Infrastructure Bonds (the "Financial Advisor"), the City Manager has recommended to the Commission, and the Commission has determined, that the sale of the Series 2024C Infrastructure Bonds to the Underwriters through a negotiated sale is in the best interest of the City; and WHEREAS, the City desires to approve the execution of a Bond Purchase Agreement, a form of which is attached and incorporated hereto as Exhibit "D," in connection with the negotiated sale of the Series 2024C Infrastructure Bonds; and WHEREAS, in connection with the offering and sale of the Series 2024C Infrastructure Bonds, the City desires to approve the distribution of the Preliminary Official Statement, a form of which is attached and incorporated hereto as Exhibit "E," authorize certain of its officers to deem the Preliminary Official Statement final for purposes of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended ("Rule"), and authorize the execution and delivery of a final Official Statement with respect to the Series 2024C Infrastructure Bonds ("Official Statement"); and WHEREAS, the City desires to approve the form of and authorize the execution and delivery of a Disclosure Dissemination Agent Agreement, a proposed form of which is attached and incorporated hereto as Exhibit "F" ("Dissemination Agent Agreement"); and WHEREAS, the City finds it desirable to authorize the issuance and sale of the Series 2024C Infrastructure Bonds in the aggregate principal amount not to exceed the amount provided herein pursuant to the terms and conditions of the Bond Resolution. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Authority for this Series Resolution. This Series 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; and applicable City Resolutions. Section 2. Definitions. All terms used herein in capitalized form, unless otherwise defined herein, shall have the same meanings as ascribed to them in the Referendum Authorization Resolution, the Intent to Reimburse Resolution, and the Master Resolution, as applicable, as used herein unless the context otherwise requires. As used herein, unless the context otherwise requires: "Amortization Installments" means the funds to be deposited in the Bond Amortization Account in any given Fiscal Year for the payment at maturity or redemption of a portion of Term Bonds, as established by the City prior to the delivery of the Series 2024C Infrastructure Bonds. City of Miami Page 3 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 "Annual Debt Service Requirement" means with respect to the Series 2024C Infrastructure Bonds, for a given Fiscal Year, the sum of: (i) the amount required to pay the interest coming due on the outstanding the Series 2024C Infrastructure Bonds during that Fiscal Year, and (ii) the amount required to pay the principal coming due on the outstanding Series 2024C Infrastructure Bonds for that Fiscal Year. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the City as a depository, which is authorized under Florida law to be a depository of municipal funds and which has complied with all applicable state and federal requirements concerning the receipt of City funds. "Authorized Investments" shall mean any of the following which shall be authorized from time to time by applicable laws of the State of Florida for deposit or purchase by the City for the investment of its funds: (a) Direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America and stripped and zero coupon obligations), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America. (b) Bonds, debentures or notes or other evidences of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent the full faith and credit of the United States of America: Export Import Lender of the United States, Federal Financing Bank, Farmers Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority and Government National Mortgage Association. (c) Certificates of deposit properly secured at all times by collateral security described in either or both of paragraphs (a) and (b) of this definition or in the collateral provisions of Chapter 280, Florida Statutes, as amended, and issued by commercial banks, savings and loan associations or mutual savings banks chartered by the State of Florida or the United States of America, and bank trust receipts issued by commercial banks or trust companies chartered by the State of Florida or the United States of America upon any securities described in paragraph (a) of this definition. (d) The following investments fully insured by the Federal Deposit Insurance Corporation: (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv) depository receipts of a bank, savings and loan association or mutual savings bank. (e) Commercial paper rated in one of the two highest rating categories by at least two nationally recognized rating agencies or commercial paper backed by a letter of credit or line of credit rated in one of the two highest rating categories by Moody's and S&P. (f) Written repurchase agreements with any bank, savings institution or trust company which is insured by the Federal Deposit Insurance Corporation, or with any broker - dealer with retail customers which falls under Securities Investors Protection Corporation protection, provided that such repurchase agreements are fully secured by collateral described in (a) above or obligations of any agency or instrumentality of the United States of America, and provided further that (i) such collateral is held by a bank or trust company chosen by the City which has no interest in the repurchase agreement during the term of such repurchase agreement, (ii) such collateral is not subject to liens or claims of third parties, (iii) such collateral City of Miami Page 4 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 has a market value (determined at least once every 30 days) at least equal to the amount invested in the repurchase agreement, (iv) the entity holding the collateral has a perfected first security interest in the collateral for the benefit of the Bondholder, (v) the agreement shall be for a term not longer than 270 days and (vi) the failure to maintain such collateral at the level required in (iii) above will require the entity holding the collateral to liquidate the collateral. (g) Money market funds rated in the highest rating category by Moody's and S&P. (h) Units of participation in the Local Government Surplus Funds Trust Fund established pursuant to Chapter 218, Part IV, Florida Statutes, as amended, or any similar common trust fund which is established pursuant to the law of the State of Florida as a legal depository of public moneys. (i) Obligations of state or local government municipal bond issuers that are rated in one of the two highest rating categories by Moody's and S&P. (j) Such other obligations as shall be permitted to be legal investments of the City by the laws of the State of Florida. Rating categories when referred to herein shall be without regard to gradations within such categories, such as "plus" or "minus". "Bond Fund" means the Series 2024C Infrastructure Bonds Fund established pursuant to Section 10 herein, including therein the Series 2024C Principal and Interest Account, and the Series 2024C Bond Amortization Account. "Bondholder," "holder" or "registered owner" means the person in whose name any Series 2024C Infrastructure Bond is registered on the registration books maintained by the Bond Registrar. "Bond Purchase Agreement" means the Bond Purchase Agreement with respect to the Series 2024C Infrastructure Bond between the Underwriters and the City. "Bond Registrar" means initially The Bank of New York Mellon Trust Company, N.A. 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 2024C Infrastructure Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 2024C Infrastructure Bonds. "Bond Resolution" means, collectively, the Master Resolution, the Intent to Reimburse Resolution, this Series Resolution, as each may be amended and supplemented from time to time to the extent permitted thereby and hereby. "Chief Financial Officer" means the Chief Financial Officer of the City or his or her designee or the officer succeeding to his or her principal functions. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or his or her designee. "City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or her principal functions. City of Miami Page 5 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 "City Manager" means the City Manager or his or her designee or the officer succeeding to his or her principal functions. "Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated or applicable thereunder. "Commission" means the Commission of the City. "Continuing Disclosure Agreement" means the Disclosure Dissemination Agent Agreement substantially in the form attached to this Series Resolution as Exhibit F hereto to be entered into by the City and DAC in accordance with of this Series Resolution. "Cost of Issuance Account" means the account established with the City pursuant to Section 13A(2) hereof. "DAC" means Digital Assurance Certification, L.L.C. "Debt Millage" means the aggregate capital projects debt ad valorem tax millage levied by the City each year. "Finance Director" means the Director of Finance of the City or his or her designee or the officer succeeding to his or her principal functions. "Financial Advisor" means PFM Financial Advisors LLC or such other persons or firms appointed by the City. "Government Obligations" means: (a) Direct obligations of, or obligations guaranteed as to timely payment by, the United States of America; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (ii) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or obligations of the character described in clause (a) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and interest on the obligations of the character described in clause (a) hereof which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (b) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate; (c) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act City of Miami Page 6 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed as to timely payment by the United States of America or any other agency or instrumentality of the United States of America or of any corporation wholly -owned by the United States of America; and (d) Evidences of ownership of proportionate interests in future interest and principal payments on obligations described in clause (a) hereof held by a bank or trust company as custodian. "Infrastructure Projects" means the capital infrastructure projects described in Exhibit C hereto, which include the original capital infrastructure projects set forth in Exhibit C to the Master Resolution and additional capital infrastructure projects to be financed with the proceeds of the Series 2024C Infrastructure Bonds. "Intent to Reimburse Resolutions" means, collectively, Resolution R-18-0546 adopted by the Commission on December 13, 2018, Resolution R-21-0504 adopted by the Commission on December 9, 2021, Resolution R-22-0398 adopted by the Commission on October 3, 2022, Resolution R-22-0422 adopted by the Commission on October 27, 2022, Resolution R-22-0466 adopted by the Commission on November 17, 2022, Resolution R-23-0177 adopted by the Commission on April 13, 2023, Resolution R-23-0243 adopted by the Commission on May 25, 2023, Resolution R-23-0399 adopted by the Commission on September 14, 2023, Resolutions R-23-0484 and R-23-0485 adopted by the Commission on October 26, 2023, Resolution R-23- 0549 adopted December 24, 2023, and such additional resolutions expressing intent to reimburse costs of Infrastructure Projects from proceeds of Miami Forever Limited Ad Valorem Tax Bonds. "Interest Payment Date" means such dates as set forth in the Bond Purchase Agreement. "Limited Ad Valorem Tax" means an ad valorem tax levied by the City on all the taxable property within the City (excluding exemptions as provided by applicable law) for the purpose of paying the principal of and interest on the Miami Forever Limited Ad Valorem Tax Bonds issued and then outstanding; provided, however, that such ad valorem tax shall be levied at such millage rate, that when added together with the City's other Debt Millage, results in an aggregate millage rate that does not exceed 0.5935 mills. "Maximum Annual Debt Service" means the greatest Annual Debt Service Requirement due or coming due in the then current or any subsequent Fiscal Year. "Mayor" means the Mayor of the City or in his or her absence or inability to perform, such member of the Commission as may by appointed as acting Mayor of the City. "Miami Forever Limited Ad Valorem Tax Bonds" means all of the bonds authorized to be issued under the Bond Resolution, in an aggregate principal amount of $400,000,000.00 and which includes the Series 2024C Infrastructure Bonds. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source whatsoever other than revenues derived from ad valorem taxes imposed on real or personal property, but only to the extent that such revenues are legally available to pay the principal of and interest on the Series 2024C Infrastructure Bonds. City of Miami Page 7 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 "Official Statement" means that certain Official Statement with respect to the issuance of the Series 2024C Infrastructure Bonds, as such Official Statement shall be approved by the City Manager in accordance with the provisions of this Series Resolution. "Outstanding" or "Series 2024C Infrastructure Bonds Outstanding" means all Series 2024C Infrastructure Bonds which have been issued pursuant to the Bond Resolution except: (e) Series 2024C Infrastructure Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (f) Series 2024C Infrastructure Bonds for the payment or redemption of which cash funds or Government Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special account with the Paying Agent (other than the City) or other Authorized Depository, whether upon or prior to the maturity or redemption date of any such Series 2024C Infrastructure Bond, in an amount which, together with earnings on such Government Obligations, will be sufficient to pay the principal of and interest and redemption premium, if any, on such Series 2024C Infrastructure Bonds at maturity or upon their earlier redemption; provided that, if such Series 2024C Infrastructure Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this Series Resolution or irrevocable instructions directing the timely giving of such notice and directing the payment of the principal of and interest on such Series 2024C Infrastructure Bonds at such redemption dates shall have been given to the Paying Agent; (g) Series 2024C Infrastructure Bonds which are deemed paid pursuant to Section 23 hereof; and (h) Series 2024C Infrastructure Bonds in exchange for or in lieu of which other Series 2024C Infrastructure Bonds have been authenticated and delivered pursuant to this Series Resolution. "Paying Agent" means initially The Bank of New York Mellon Trust Company, N.A. 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 2024C Infrastructure Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, redemption premium, if any, and interest on the Series 2024C Infrastructure Bonds to the registered owners thereof, from funds made available therefor by the City. "Payment Date" means each date on which any payment of principal of, redemption premium, if any, or interest on any Series 2024C Infrastructure Bond shall become due and payable. "Pledged Funds" means, collectively, the amounts on deposit in the Bond Fund, and the accounts therein, and any other funds and accounts created pursuant to the Bond Resolution and pledged pursuant to the Bond Resolution to secure the Series 2024C Infrastructure Bonds (with the exception of any Rebate Fund). "Pledged Revenues" means (a) legally available Limited Ad Valorem Tax Revenues deposited into Bond Fund, (b) to the extent necessary, any funds deposited into the Bonds Fund by the City pursuant to the covenant to budget and appropriate established pursuant to the Bond Resolution, and (c) income received from the investment of moneys deposited into the funds and accounts established under the Bond Resolution. City of Miami Page 8 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 "Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance of the Series 2024C Infrastructure Bonds, to be dated as of the date of its distribution. "Redemption Price" means, with respect to any Series 2024C Infrastructure Bond or portion thereof, the principal amount or portion thereof, plus the applicable premium, if any, payable upon redemption thereof pursuant to such Series 2024C Infrastructure Bond or this Series Resolution. "Serial Bonds" means all of the Series 2024C Infrastructure Bonds other than the Term Bonds. "Series 2024C Infrastructure Bond" means, the City of Miami, Florida Limited Ad Valorem Tax Bonds (Miami Forever Infrastructure Programs), Tax -Exempt Series 2024C, to be issued under the Bond Resolution in an aggregate principal amount not to exceed [$120,480,000.] "Series 2024C Bond Amortization Account" means an account in the Bond Fund established pursuant to Section 10 hereof for the deposit of Amortization Installments, if any. "Series 2024C Construction Account" means the account established with the City pursuant to Section 13B hereof. "Series 2024C Principal and Interest Account" means the account in the Bond Fund established pursuant to Sectionl0 hereof. "Series Resolution" means this series resolution relating the issuance of the Series 2024C Infrastructure Bonds, as amended from time to time to the extent permitted hereby. "Term Bonds" means those Series 2024C Infrastructure Bonds which shall be designated as Term Bonds by the Bond Purchase Agreement and which are subject to mandatory redemption by Amortization Installments. "Underwriters" mean, collectively Siebert Williams Shank & Co., LLC, as senior managing underwriter, and such co -managers and syndicates selected by the City. Section 3. Findings Ratified. The findings and declarations of the City contained in the WHEREAS clauses are true and correct and are hereby expressly approved, reaffirmed and ratified. Section 4. Authorization; Additional Infrastructure Projects. The City is authorized' to issue the Series 2024C Infrastructure Bonds and use the proceeds thereof to finance costs of the Infrastructure Projects. The Series 2024C Infrastructure Bonds will be issued under the Bond Resolution. The Infrastructure Projects to be financed by the issuance of the Series 2024C Infrastructure Bonds shall consist of the capital infrastructure projects described in Exhibit C hereto, which include the capital infrastructure projects listed in Exhibit "C" to the Master Resolution and the additional capital infrastructure projects listed therein, and incorporated by reference, all of which have been approved by the City Commission. 1 The herein authorization is further subject to compliance with all legal requirements that may be imposed, including but not limited to, those prescribed by applicable City Charter and City Code provisions. City of Miami Page 9 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 Section 5. Contractual Obligations; Covenants in Bond Resolution Applicable. Upon and in consideration of the acceptance of the Series 2024C Infrastructure Bonds by the registered owners thereof, the Bond Resolution shall be deemed to be and shall constitute a contract between the City and the Bondholders. The covenants and agreements in the Bond Resolution to be performed by the City shall be for the equal and proportionate benefit, protection and security of the Holders of the Series 2024C Infrastructure Bonds issued pursuant to the Bond Resolution, without preference, priority or distinction over any other. Section 6. Bond Resolution. The Series 2024C Infrastructure Bonds shall be issued an amount not to exceed the aggregate original principal amount set forth herein in accordance with the terms and provisions of the Bond Resolution, for the purpose of paying a portion of the costs of the Infrastructure Projects and paying the costs of issuance of the Series 2024C Infrastructure Bonds. Section 7. Terms; Security for the Series 2024C Infrastructure Bonds. A. The text of the Series 2024C Infrastructure Bonds, the authentication certificate to be endorsed thereon and the form of assignment for such Series 2024C Infrastructure Bonds shall be substantially in the form attached hereto as Exhibit A with such omissions, insertions and variations as may be necessary or desirable and authorized by this Series Resolution or as may be approved and made by the officers of the City executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as may be required for the issuance of uncertificated public obligations. B. The Series 2024C Infrastructure Bonds shall be issued in an aggregate amount not to exceed [$120,480,000] as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof. The Series 2024C Infrastructure Bonds shall be numbered consecutively from C1 upward preceded by the letter "R". The principal of and redemption premium, if any, on the Series 2024C Infrastructure Bonds shall be payable upon presentation and surrender at the designated office of the Paying Agent. C. The Series 2024C Infrastructure Bonds shall be dated the date of their delivery, or such other date as shall be designated by the City Manager, shall bear interest from their dated date payable on the Interest Payment Date or such other date as set forth in the Bond Purchase Agreement based upon a 360-day year consisting of twelve 30-day months. The Series 2024C Infrastructure Bonds shall bear interest at such fixed or variable rate or rates, mature on such date or dates (but not later than the date which is twenty-five (25) years from the date of issuance of the Series 2024C Infrastructure Bonds), subject to such optional and mandatory redemption provisions and issued as Serial Bonds and/or Term Bonds (with such Amortization Installments), all in accordance with the Bond Purchase Agreement; provided, however, that (i) the Series 2024C Infrastructure Bonds shall be sold to the Underwriters at an aggregate purchase price of not less than ninety-nine percent (99%) (including Underwriters' discount but excluding original issue discount or premium) of the original aggregate principal amount of the Series 2024C Infrastructure Bonds), and (ii) the Series 2024C Infrastructure Bonds shall bear a true interest cost rate not to exceed five and one half percent (5.50%) per annum. D. The Series 2024C Infrastructure Bonds shall be payable from and secured solely by a lien upon and pledge of the Pledged Funds, in the manner and to the extent provided in the Bond Resolution. The payment of the principal of, redemption price, if applicable, and interest on the Series 2024C Infrastructure Bonds shall be secured forthwith equally and ratably by a pledge of and lien upon the Pledged Funds. The City does hereby irrevocably pledge the City of Miami Page 10 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 Pledged Funds to the payment of the principal of, redemption price, if applicable and interest on the Series 2024C Infrastructure Bonds in accordance with the provisions of the Bond Resolution. The pledge of and lien upon the Pledged Funds shall attach at the time of delivery of the Series 2024C Infrastructure Bonds. Section 8. Levy of Limited Ad Valorem Tax; Payment and Pledge. In each Fiscal Year while the Series 2024C Infrastructure Bonds are Outstanding, the City shall assess, levy and collect the Limited Ad Valorem Tax to pay the principal of and interest on the Series 2024C Infrastructure Bonds (as well as the other Miami Forever Limited Ad Valorem Tax Bonds) as the same shall become due. The Limited Ad Valorem Tax shall be assessed, levied and collected in the same manner and at the same time as other ad valorem taxes are assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment of the principal of, redemption premium, if any, and interest on the Series 2024C Infrastructure Bonds (and the other Miami Forever Limited Ad Valorem Tax Bonds and any other voter approved debt at the time outstanding). The City will diligently enforce its right to receive the Limited Ad Valorem Tax revenues and will diligently enforce and collect such taxes. The City will not take any action that will impair or adversely affect its right to levy, collect and receive said taxes, or impair or adversely affect in any manner the pledge made herein or the rights of the Bondholders. Section 9. Covenant to Budget and Appropriate. 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 on the Series 2024C Infrastructure Bonds, budget and appropriate (a) sufficient legally available Limited Ad Valorem Taxes as set forth in the Bond Resolution, and if necessary, (b) 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 any Bondholder a prior claim on the Non -Ad Valorem Revenues as opposed to claims of general creditors of the City. Such covenant to budget and appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into (including the payment of debt service on other Miami Forever Limited Ad Valorem Tax 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 payments due on the Series 2024C Infrastructure Bonds, 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 2024C City of Miami Page 11 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 Infrastructure Bonds serves essential public purposes by financing the Infrastructure Projects of the City in accordance with the Bond Resolution. Notwithstanding anything the Bond Resolution to the contrary, the City shall not be required to budget and appropriate Non -Ad Valorem Revenues in an amount in excess of ten percent (10%) of the Maximum Annual Debt Service on the Series 2024C Infrastructure Bonds in any given Fiscal Year. The obligation of the City under this Section shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted, appropriated and transferred to the Bond Fund, as provided herein. Section 10. Payment Covenant; Bond Fund. A. The City covenants that it shall duly and punctually pay from the Pledged Funds the principal of, premium if any, and interest on the Series 2024C Infrastructure Bonds at the dates and place and in the manner provided herein and in the Series 2024C Bonds according to the true intent and meaning thereof and all other amounts due under the Bond Resolution. B. The City covenants and agrees to establish and maintain a debt service fund to be known as the "Series 2024C Infrastructure Bonds Bond Fund" ("Bond Fund") and shall establish as separate accounts therein, the "Series 2024C Principal and Interest Account", and the "Series 2024C Bond Amortization Account". Any Bond Amortization Account shall only be established in the event that any portion of the Series 2024C Infrastructure Bonds are issued as Term Bonds, in which case Amortization Installments on such Term Bonds shall be deposited into the Series 2024C Bond Amortization Account. On or before the fifth day preceding each Payment Date, the City shall deposit into the Bond Fund, in the applicable accounts therein, from the Pledged Revenues amounts which, together with the funds on deposit therein, will be sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2024C Infrastructure Bonds on such Payment Date. The moneys in the Bond Fund shall be used solely to pay the principal of, redemption premium, if any, and interest on the Series 2024C Infrastructure Bonds as and when the same shall mature or become due. The City, in its discretion, may use moneys in the Bond Fund to purchase or redeem bonds coming due on the next principal payment date, provided such purchase or redemption does not adversely affect the City's ability to pay the principal, redemption premium, if any, and interest coming due on such principal payment date of the Series 2024C Infrastructure Bonds not so purchased or redeemed. On each Payment Date for the Series 2024C Infrastructure Bonds, the City shall transfer from the applicable accounts in the Bond Fund to the Paying Agent an amount sufficient to pay the principal of, redemption premium, if any, and interest on the Series 2024C Infrastructure Bonds then due and payable and the Paying Agent is hereby authorized' and directed to apply such funds to said payments. C. Notwithstanding the foregoing or anything else herein to the contrary, the deposits to the Series 2024C Infrastructure Bonds Bond Fund from Limited Ad Valorem Taxes shall be made on a parity basis with deposits to other bond funds created by the City to pay other Miami Forever Limited Ad Valorem Tax Bonds issued under and secured by the Bond Resolution. D. All funds or other property which at any time may be owned or held in the possession of or deposited with the City or an Authorized Depository designated by the City for application in accordance with the terms and provisions of the Bond Resolution shall be held in trust and applied only in accordance with the provisions of the Bond Resolution and shall not be subject to lien or attachment by any creditor of the City other than the holders of the Series 2024C Infrastructure Bonds. City of Miami Page 12 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 E. Moneys held for the credit of the Bond Fund may be invested by the City in Authorized Investments. Such investments or reinvestments shall mature or become available not later than the respective dates, as estimated by the City, that the moneys held for the credit of the Bond Fund will be needed to pay principal, premium if any, or interest on the Series 2024C Infrastructure Bonds when due. F. The moneys required to be accounted for in the Bond Fund, including the accounts therein, and the moneys required to be accounted for in the Series 2024C Construction Account, and the Cost of Issuance Account, may be deposited in a single bank account, and funds allocated to the various funds and accounts established herein may be invested in a common investment pool, provided that adequate accounting records are maintained to reflect and control the restricted allocation of the moneys on deposit therein and such investments for the various purposes of such funds and accounts as provided herein. The designation and establishment of the various funds and accounts in and by the Bond Resolution shall not be construed to require the establishment of any completely independent, self - balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues for certain purposes and to establish priorities for application of such revenues as herein provided. All funds on deposit held in the Bond Fund, and the accounts therein, and in the Series 2024C Construction Account, and the Costs of Issuance Account under the provisions of the Bond Resolution shall be held in trust and applies only in accordance with the provisions of the Bond Resolution. Section 11. Additional Bonds. The City agrees not to issue any additional Miami Forever Limited Ad Valorem Tax Bonds approved under the Bond Resolution, full faith and credit general obligation bonds, or other voter approved debt payable from the Debt Millage, unless the Chief Financial Officer certifies that based on the City's then current assessed valuation, taxes generated by applying the millage rate of 0.5935 mills will equal or exceed 1.0x coverage of principal of and interest on: (i) the outstanding Miami Forever Limited Ad Valorem Tax Bonds, (ii) outstanding full faith and credit general obligation bonds, (iii) outstanding other voter approved bonds payable from the Debt Millage, and (iv) any additional Miami Forever Limited Ad Valorem Tax Bonds or full faith and credit general obligation bonds, or other voter approved debt payable from the Debt Millage, proposed to be issued. Section 12. Additional Terms, Redemption and Form of Series 2024C Infrastructure Bonds. A. Interest on the Series 2024C Infrastructure Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of such Series 2024C Infrastructure Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date ("Record Date"), irrespective of any transfer or exchange of such Series 2024C Infrastructure Bonds subsequent to such Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date; provided, however, that (i) if ownership of Series 2024C Infrastructure Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic electronic funds transfer (wire) to such securities depository or its nominee or (ii) if such Series 2024C Infrastructure Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the holder of $1,000,000 or more in principal amount of Series 2024C Infrastructure Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such holder on or prior to the Record Date (such bank being a bank within the continental United States), if City of Miami Page 13 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder. The Series 2024C Infrastructure Bonds shall be issued initially in a book -entry only system maintained by Depository Trust Company as authorized pursuant to Section 27 of this Series Resolution. In the event of any default in the payment of interest, such defaulted interest shall be payable to the persons in whose names such Series 2024C Infrastructure Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Series 2024C Infrastructure Bonds not less than fifteen (15) preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2024C Infrastructure Bonds are registered at the close of business on the fifth day (whether or not a business day) preceding the date of mailing. B. The Series 2024C 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 2024C Infrastructure Bonds and attested to by the City Clerk. In addition, the City Attorney or any Assistant City Attorney shall sign the Series 2024C Infrastructure Bonds, showing approval as to the form and correctness thereof and the City's Director of Risk Management shall sign the Series 2024C Infrastructure Bonds showing approval as to the City's insurance requirement. The signatures of the City Manager, the City Clerk, the City Attorney and the City's Director of Risk Management on the Series 2024C Infrastructure Bonds may be by facsimile. If any officer whose signature appears on the Series 2024C Infrastructure Bonds ceases to hold office before the delivery of the Series 2024C Infrastructure Bonds, his or her signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2024C Infrastructure Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Series 2024C Infrastructure Bond shall be the proper officers to sign such Series 2024C Infrastructure Bond although at the date of such Series 2024C Infrastructure Bond or the date of delivery thereof such persons may not have been such officers. C. Only such of the Series 2024C Infrastructure Bonds as shall have manually endorsed thereon a certificate of authentication substantially in the form required by hereof, duly manually executed by the Bond Registrar, shall be entitled to any right or benefit under the Bond Resolution. No Series 2024C Infrastructure Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2024C Infrastructure Bond shall be conclusive evidence that such Series 2024C Infrastructure Bond has been duly authenticated and delivered under this Series Resolution. The Bond Registrar's certificate of authentication on any Series 2024C Infrastructure Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Series 2024C Infrastructure Bonds that may be issued hereunder at any one time. The foregoing notwithstanding, if at any time, the City serves as the Bond Registrar under the Bond Resolution, the Series 2024C Infrastructure Bonds shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Series 2024C Infrastructure Bond so authenticated shall be entitled to the benefits of the Bond Resolution. D. Any Series 2024C Infrastructure Bond may be transferred upon the registration books maintained by the Bond Registrar upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or its City of Miami Page 14 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 attorney -in -fact or legal representative, containing written instructions as to the details of the transfer of such Series 2024C Infrastructure Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2024C Infrastructure Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2024C Infrastructure Bond or Series 2024C Infrastructure Bonds of the same Series, maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Series 2024C Infrastructure Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024C Infrastructure Bonds, of other authorized denominations of the same Series and maturity. The City and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Series 2024C Infrastructure Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Series 2024C Infrastructure Bond shall be delivered. The City, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Series 2024C Infrastructure Bond as the absolute owner of such Series 2024C Infrastructure Bond for the purpose of receiving payment of the principal thereof, and redemption premium, if any, thereon. The Series 2024C Infrastructure Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2024C Infrastructure Bonds or other authorized denomination of the same Series and maturity. E. If any Series 2024C Infrastructure Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Series 2024C Infrastructure Bond, or (ii) pay a Series 2024C Infrastructure Bond that has matured or is about to mature. A mutilated Series 2024C Infrastructure Bond shall be surrendered to and canceled by the Bond Registrar. The Bondholder must furnish the City and the Bond Registrar proof of ownership of any destroyed, stolen or lost Series 2024C Infrastructure Bond; post satisfactory indemnity; comply with any reasonable conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond Registrar's reasonable expenses. Any such duplicate Series 2024C Infrastructure Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2024C Infrastructure Bond be at any time found by anyone, and such duplicate Series 2024C Infrastructure Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Series 2024C Infrastructure Bond so mutilated, destroyed, or stolen or lost. F. The Series 2024C Infrastructure Bonds may be subject to redemption prior to their maturity at such times and in such manner as set forth in the Bond Purchase Agreement; provided, however that redemption premium, if any, for an optional redemption of the Series 2024C Infrastructure Bonds shall not exceed two percent (2%) of the aggregate principal amount of Series 2024C Infrastructure Bonds called for redemption. Notice of redemption shall be given by deposit in the U.S. mail of a copy of a redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all registered owners of the Series 2024C Infrastructure Bonds or portions of the Series 2024C Infrastructure Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Series 2024C Infrastructure Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2024C Infrastructure Bond or portion thereof with respect to which no City of Miami Page 15 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 failure or defect occurred. In the event of an optional partial redemption of a maturity of Term Bonds, the City shall be permitted to designate the amount or amounts of such optional partial redemption to be credited to the related Amortization Installment or Amortization Installments. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 2024C Infrastructure Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the redemption price to be paid and, if less than all of the Series 2024C Infrastructure Bonds then outstanding shall be called for redemption, the distinctive Series, numbers and letters, including CUSIP numbers, if any, of such Series 2024C Infrastructure Bonds to be redeemed and, in the case of Series 2024C Infrastructure Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2024C Infrastructure Bond is to be redeemed in part only, the notice of redemption which relates to such Series 2024C Infrastructure Bond shall also state that on or after the redemption date, upon surrender of such Series 2024C Infrastructure Bond, a new Series 2024C Infrastructure Bond or Series 2024C Infrastructure Bonds of the same Series in a principal amount equal to the unredeemed portion of such Series 2024C Infrastructure Bond will be issued. In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or an Authorized Depository acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a Conditional Redemption), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this subsection. Any such notice of Conditional Redemption shall be captioned Conditional Notice of Redemption. Any Conditional Redemption may be rescinded at any time prior to the redemption date if the Finance Director delivers a written direction to the Bond Registrar directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Series 2024C Infrastructure Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make such funds available shall constitute an event of default under this Series Resolution. The Bond Registrar shall give immediate notice to the securities information repositories and the affected Bondholders that the redemption did not occur and that the Series 2024C Infrastructure Bonds called for redemption and not so paid remain Outstanding. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2024C Infrastructure Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2024C Infrastructure Bond after the mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of redemption. G. Notice having been given in the manner and under the conditions provided in above, the Series 2024C Infrastructure Bonds or portions of Series 2024C Infrastructure Bonds so called for redemption shall; provided that such redemption was not canceled as provided above, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption for such Series 2024C Infrastructure Bonds or portions of Series 2024C Infrastructure Bonds on such date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the City of Miami Page 16 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 Paying Agent or other Authorized Depository in trust for the registered owners of the Series 2024C Infrastructure Bonds or portions thereof to be redeemed, all as provided in this Series Resolution, interest on the Series 2024C Infrastructure Bonds or portions of Series 2024C Infrastructure Bonds so called for redemption shall cease to accrue, such Series 2024C Infrastructure Bonds and portions of Series 2024C Infrastructure Bonds shall cease to be entitled to any lien, benefit or security under the Bond Resolution and shall be deemed paid hereunder and thereunder, and the registered owners of such Series 2024C Infrastructure Bonds or portions of Series 2024C Infrastructure Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the next subsection, to receive Series 2024C Infrastructure Bonds for any unredeemed portions of the Series 2024C Infrastructure Bonds. H. In case part but not all of an outstanding fully registered Series 2024C Infrastructure Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Series 2024C Infrastructure Bond to the Paying Agent for payment of the principal amount thereof so called for redemption, and the City shall execute and deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance of the principal amount of the Series 2024C Infrastructure Bonds so surrendered, a Series 2024C Infrastructure Bond or Series 2024C Infrastructure Bonds of the same Series fully registered as to principal and interest. I. Series 2024C Infrastructure Bonds or portions of Series 2024C Infrastructure Bonds that have been duly called for redemption under the provisions hereof, or as to which irrevocable instructions to call for redemption have been given by the City, and with respect to which amounts (including Government Obligations) sufficient to pay the principal of, redemption premium, if any, and interest to the date fixed for redemption shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized Depository or the Paying Agent (other than the City) in trust for the registered owners thereof, as provided in this Series Resolution, shall not be deemed to be Outstanding under the provisions of the Bond Resolution and shall cease to be entitled to any lien, benefit or security under the Bond Resolution, except to receive the payment of the redemption price on or after the designated date of redemption from moneys deposited with or held by the escrow agent, Authorized Depository or Paying Agent (other than the City), as the case may be, for such redemption of the Series 2024C Infrastructure Bonds and, to the extent provided in the preceding subsection, to receive Series 2024C Infrastructure Bonds of the same Series for any unredeemed portion of the Series 2024C Infrastructure Bonds. J. If the date for payment of the principal of, redemption premium, if any, or interest on the Series 2024C Infrastructure Bonds shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. Section 13. Application of Series 2024C Infrastructure Bond Proceeds. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 2024C Infrastructure Bonds shall be applied by the City, simultaneously with delivery of the Series 2024C Infrastructure Bonds, as follows: City of Miami Page 17 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 A. Accrued interest, if any, shall be deposited in the Series 2024C Principal and Interest Account, and the Paying Agent shall apply such moneys to pay interest on the Series 2024C Infrastructure Bonds, as the same becomes due. B. An amount set forth in a Proceeds Certificate of the City, which may be in the form of a closing memorandum from the Underwriters signed by an authorized officer of the City, or in in the form of a certificate of the City regarding disposition of proceeds of the Series 2024 Infrastructure Bonds, shall be deposited in a separate accounts designated Series 2024C Infrastructure Bonds Construction Account (the Series 2024C Construction Account) which is hereby established with the City and shall be disbursed to pay a portion of the costs of the Infrastructure Projects. Any balance remaining after payment or provision for payment of such costs of the Infrastructure Projects from the Series 2024C Construction Account shall be transferred for deposit into the Series 2024C Principal and Interest Account and the Series 2024C Bond Amortization Account, if any, and used solely to pay principal of, Amortization Installments (with respect to Term Bonds), and interest on the Series 2024C Infrastructure Bonds. Any investment income earned with respect to deposits in the Series 2024C Construction Account may be used, at the option of the City, to pay costs of the Infrastructure Projects to be paid from the Series 2024C Construction Account, or may be transferred to the Paying Agent for deposit in the Series 2024C Principal and Interest Account and used to pay interest on the Series 2024C Infrastructure Bonds. C. The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a separate account designated "Series 2024C Infrastructure Bonds Cost of Issuance Account" (the "Cost of Issuance Account") which is hereby established with the City and shall be disbursed for payment of expenses incurred in issuing the Series 2024C Infrastructure Bonds. Any balance remaining after payment or provision for payment of such expenses has been made shall be transferred, at the option of the City, to the Series 2024C Construction Account, for the payment of costs of the Infrastructure Projects, or to the Paying Agent for deposit in the Series 2024C Principal and Interest Account and the Series 2024C Bond Amortization Account, if any, and used solely to pay principal of, Amortization Installments (with respect to Term Bonds), and interest on the Series 2024C Infrastructure Bonds. Section 14. Investment of Series 2024C Bond Proceeds and Other Moneys. The proceeds of the Series 2024C Infrastructure Bonds and other moneys held under the provisions of the Bond Resolution may be invested by the City at the direction of the Finance Director in Authorized Investments. Section 15. Tax Covenants of the Series 2024C Infrastructure Bonds. No use will be made of the proceeds of the Series 2024C Infrastructure Bonds which, if such use were reasonably expected on the date of issuance of the Series 2024C 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 2024C 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 2024C Infrastructure Bonds from federal gross income including the creation of any rebate funds or other funds and/or accounts required in that regard. Section 16. Approval of Form of Paying Agent and Registrar Agreement; Appointment of Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement is hereby authorized and approved. The Commission hereby authorizes City of Miami Page 18 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 and directs the City Manager to determine the final provisions of the Paying Agent and Registrar Agreement. The City Manager is hereby authorized' to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Registrar Agreement in substantially the form approved at this meeting and attached hereto as Exhibit B, subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney and the City's Bond Counsel. The execution, attestation and delivery of the Paying Agent and Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. The Bank of New York Mellon Trust Company, N.A. is hereby appointed as the initial Paying Agent and the initial Bond Registrar for the Series 2024C Infrastructure Bonds. Section 17. Award and Sale of the Series 2024C Infrastructure Bonds. A. In accordance with Section 218.385(1), Florida Statutes, as amended, the City hereby finds, determines and declares, that a negotiated sale of the Series 2024C Infrastructure Bonds is in the best interest of the City because (i) it is necessary to be able to sell the Series 2024C Infrastructure Bonds when market conditions are most favorable in order to attain the most favorable interest rates on the Series 2024C Infrastructure Bonds, and (ii) the vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2024C Infrastructure Bonds, in order to obtain the most favorable interest rates available. B. The City Manager is hereby authorized' to negotiate, execute and deliver the Bond Purchase Agreement, in substantially the form set forth in Exhibit D to this Resolution, with such changes, insertions, omissions, and such filling in of blanks therein acceptable to the City Manager, the City Attorney, the Chief Financial Officer, the Finance Director, the Financial Advisor, the City's Bond Counsel and the City's Disclosure Counsel, as may be necessary to evidence the final terms of the Series 2024C Infrastructure Bonds, all within the parameters for the Series 2024C Infrastructure Bonds set forth in this Resolution. Upon compliance by the Underwriters with the requirements of Section 218,385(2) and (6), by completing and filing the truth -in -bonding statement and the disclosure statement required by said statutory provisions and Section 287.133, Florida Statutes, the City Manager is authorized' to finalize the terms of and execute the Bond Purchase Agreement and to deliver said Bond Purchase Agreement to the Underwriters. The City hereby approves the public offering of the Series 2024C Infrastructure Bonds and the sale thereof to the Underwriters upon the terms and conditions set forth herein and as to be set forth in the Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement by the City Manager shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions, or filling in of blanks. Section 18. Preliminary Official Statement; Official Statement. The use of a Preliminary Official Statement in connection with the marketing of the Series 2024C Infrastructure Bonds is hereby authorized. The Preliminary Official Statement in substantially the form attached hereto as Exhibit E is hereby approved with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager in consultation with the City Attorney, the City's Bond Counsel and the City's Disclosure Counsel. The City Manager is hereby authorized1 to approve and execute, on behalf of the City, an Official Statement relating to the Series 2024C Infrastructure Bonds with such changes from the Preliminary Official Statement, within the authorizations and limitations contained herein, as the City Manager in consultation with the City Attorney, Chief Financial Officer, Finance Director, Financial Advisor, the City's Bond Counsel and the City's Disclosure Counsel, may approve. City of Miami Page 19 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 The execution and delivery of the Official Statement, as described herein, shall be conclusive evidence of the City's approval of such Official Statement. The City Manager is hereby authorized' to deem the Preliminary Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The City Manager is hereby authorized' to provide for the printing of the Preliminary Official Statement and the Official Statement by the lowest and most responsive bidder therefor and the payment of the cost of such printing is hereby authorized to be paid from the proceeds of the Series 2024C Infrastructure Bonds. Section 19. Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Series 2024C Infrastructure Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2024C Infrastructure Bonds under the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the City Manager is hereby authorized' and directed to execute and deliver, in the name and on behalf of the City, the Continuing Disclosure Agreement in substantially the form attached hereto as Exhibit F, subject to such changes, insertions and omissions and such filling -in of blanks therein as may hereafter be approved by the City Manager upon the advice of the City Attorney and the City's Disclosure Counsel. Digital Assurance Certification, L.L.C. (DAC), is hereby appointed as the Disclosure Dissemination Agent under the Continuing Disclosure Agreement. The execution of the Continuing Disclosure Agreement, for and on behalf of the City by the City Manager, shall be deemed conclusive evidence of the City's approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of this Series Resolution, any failure by the City to comply with any provisions of the Continuing Disclosure Agreement or this shall not constitute a default under the Bond Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. The City Manager is further authorized' and directed to establish, or cause to be established, procedures in order to ensure compliance by the City with the Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the City Manager shall consult with, as appropriate, the City Attorney, the City's Bond Counsel or the City's Disclosure Counsel. The City Manager, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney, the City's Bond Counsel or the City's Disclosure Counsel in determining whether a filing should be made. Section 20. Further Authorizations. The City Manager, the City Manager, the Chief Financial Officer, the Finance Director, the City Attorney and the City Clerk, or any of them and such other officers and employees of the City as may be designated by the City Manager or the City Manager are each designated as agents of the City in connection with the issuance and delivery of the Series 2024C Infrastructure Bonds and are authorized' and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the execution and delivery of the Series 2024C Infrastructure Bonds and the negotiated sale thereof to the purchasers thereof, and which are specifically authorized or are not inconsistent with the terms and provisions of this Series Resolution, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Paying Agent and Registrar Agreement, or any action relating to sale and issuance of the Series 2024C Infrastructure Bonds heretofore City of Miami Page 20 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 2024C Infrastructure Bonds. Section 21. Modification or Amendment. A. The City, from time to time and at any time, without the consent of the registered owners of the Outstanding Series 2024C Infrastructure Bonds, may modify or amend this Series Resolution of any resolution amendatory hereof or supplemental hereto, by adopting such resolutions supplemental hereto as may be consistent with the terms and provisions of this Series Resolution (which supplemental resolution shall thereafter form a part hereof) to: (i) cure any ambiguity or formal defect of omission herein, or to correct or supplement any provision herein that may be inconsistent with any other provision herein, (ii) grant or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or confirmed upon the Bondholders; (iii) add to the conditions, limitations and restrictions thereafter to be observed by the City under the provisions of the Bond Resolution; (iv) add other covenants and agreements thereafter to be observed by the City or to surrender any right or power reserved in the Bond Resolution to or conferred upon the City; (v) modify, amend or supplement the Bond Resolution in such manner to permit the qualification thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Series 2024C Infrastructure Bonds for sale under the securities laws of any of the states of the United States of America; (vi) make any change required by a nationally recognized rating agency as a precondition to the issuance of a rating on the Series 2024C Infrastructure Bonds; (vii) make any other changes to provide for the creation of additional funds, accounts and subaccounts and for such other related matters as may be required or contemplated by or appropriate under the Bond Resolution; or (viii) to make any other change that, in the opinion of the City, would not materially adversely affect the security for the Series 2024C Infrastructure Bonds. B. Except as permitted under Section 21(A) above, after the issuance of the Series 2024C Infrastructure Bonds, no modification or amendment of the Bond Resolution or of any resolution amendatory thereof or supplemental thereto may be made without the consent in writing of the registered owners of not less than a majority in aggregate principal amount of the Outstanding Series 2024C Infrastructure Bonds; but no modification or amendment shall permit a change (i) in the maturity of the Series 2024C Infrastructure Bonds or a reduction in the rate of interest thereon, (ii) in the amount of the principal obligation of any Series 2024C Infrastructure Bond, (iii) that would affect the unconditional promise of the City to levy and collect the Limited Ad Valorem Tax as herein provided, or (iv) that would reduce such percentage of registered owners of the Series 2024C Infrastructure Bonds required above for such modifications or amendments, without the consent of all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Series 2024C Infrastructure Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. Section 22. Discharge and Release. The Series 2024C Infrastructure Bonds may be partially defeased as provided in Section 12(1) hereof. If, at any time after the date of issuance of the Series 2024C Infrastructure Bonds (a) all Series 2024C Infrastructure Bonds secured under the Bond Resolution shall have become due and payable in accordance with their terms or otherwise as provided in the Bond Resolution, or shall have been duly called for redemption, or the City shall have given irrevocable instructions directing the payment of the principal of, redemption premium, if any, and interest on such Series 2024C Infrastructure Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination thereof, (b) the full amount of the principal of, redemption premium, if any, and the interest so due and payable upon all of such Series 2024C Infrastructure Bonds then Outstanding or any portion of such Series City of Miami Page 21 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 2024C Infrastructure Bonds, at maturity or upon redemption, shall be paid, or sufficient moneys shall be held by an escrow agent who shall be an Authorized Depository or the Paying Agent (other than the City) in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested in Government Obligations maturing not later than the maturity or redemption dates of such principal of, redemption premium, if any, and interest, together with the income realized on such investments, shall be sufficient to pay all such principal of, redemption premium, if any, and interest on said Series 2024C Infrastructure Bonds at the maturity thereof or the date upon which such Series 2024C Infrastructure Bonds are to be called for redemption (if applicable) prior to maturity and (c) provision shall also be made for paying all other sums payable hereunder by the City, including compensation due the Bond Registrar and the Paying Agent, then and in that case the right, title and interest of such Bondholders hereunder shall thereupon cease, determine and become void; otherwise, the Bond Resolution shall be, continue and remain in full force and effect. Notwithstanding anything in this to the contrary, however, the obligations of the City under Section 16, shall remain in full force and effect until such time as such obligations are fully satisfied. Section 23. Severability. If any of the covenants, agreements or provisions of this Series Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Series Resolution or of the Series 2024C Infrastructure Bonds issued hereunder. Section 24. Repeal of Inconsistent Resolutions. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. Section 25. No Third Party Beneficiaries. Except as herein otherwise expressly provided, nothing in the Bond Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the City, the registered owners of the Series 2024C Infrastructure Bonds, the Bond Registrar and the Paying Agent, any right, remedy or claim, legal or equitable, under or by reason of the Bond Resolution or any provision hereof, the Bond Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the registered owners from time to time of the Series 2024C Infrastructure Bonds, the Bond Registrar and the Paying Agent. Section 26. Controlling Law; Members of Commission or City Not Liable. The Bond Resolution shall be governed by and construed in accordance with the laws of the State of Florida and all covenants, stipulations, obligations and agreements of the City contained herein shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act. No covenant, stipulation, obligation or agreement contained in the Bond Resolution shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent, independent contractor or employee of the Commission or the City in his or her individual capacity, and neither the members of the Commission nor any official executing the Series 2024C Infrastructure Bonds shall be liable personally on the Series 2024C Infrastructure Bonds or the Bond Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Commission or such members thereof. Section 27. Qualification for the Depository Trust Company. Notwithstanding any other provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify the Series 2024C Infrastructure Bonds for City of Miami Page 22 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025 File ID: 16234 Enactment Number: R-24-0275 deposit with DTC, including but not limited to those actions as may be set forth in the Blanket Issuer Letter of Representations entered into by and between the City and DTC, dated October 4, 1995, wire transfers of interest and principal payments with respect to the Series 2024C Infrastructure Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Series 2024C Infrastructure Bonds and provisions of notices with respect to Series 2024C Infrastructure Bonds registered by DTC (or any of its designees identified to the City, the Bond Registrar or the Paying Agent) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. Section 28. Effective Date. This Resolution shall be effective immediately upon its adoption and signature of the Mayor.2 APPROVED AS TO FORM AND CORRECTNESS: 2 If the Mayor does not sign this Series 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 Series Resolution, it shall become effective immediately upon override of the veto by the Commission City of Miami Page 23 of 23 File ID: 16234 (Revision:) Printed on: 8/4/2025