HomeMy WebLinkAboutR-17-0071City of Miami
1 i.RR cl
Legislation
alldl 1 l +
Resolution R-17-0071
File Number: 1625
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
Final Action Date: 2/9/2017
"INCOMPLETE (ITEM WAS ADOPTED WITH MODIFICATIONS). PENDING FINAL APPROVAL AS
TO FORM AND CORRECTNESS BY CITY ATTORNEY."
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA ("CITY"), WITH ATTACHMENT(S), RESCINDING RESOLUTION NO.
16-0374 ADOPTED BY THE CITY COMMISSION ON JULY 29, 2016 AND
SUPPLEMENTING RESOLUTION NO. 07-0586, ADOPTED BY THE CITY
COMMISSION ON OCTOBER 11, 2007, RELATING TO THE ISSUANCE BY
THE CITY FROM TIME TO TIME OF CERTAIN SPECIAL OBLIGATION BONDS
PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE
PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN
RESOLUTION NO. 07-0586 AND NOT DERIVED FROM AD VALOREM TAXES;
PROVIDING FOR THE ISSUANCE OF AN ADDITIONAL SERIES OF SUCH
SPECIAL OBLIGATION BONDS IN AN AGGREGATE PRINCIPAL AMOUNT
NOT EXCEEDING $130,000,000.00, TO BE DESIGNATED CITY OF MIAMI,
FLORIDA SPECIAL OBLIGATION REFUNDING BONDS, SERIES 2017
(STREET AND SIDEWALK IMPROVEMENT PROGRAM) ("SERIES 2017
BONDS"), FOR THE PRINCIPAL PURPOSE OF REFUNDING CERTAIN
OUTSTANDING OBLIGATIONS; PROVIDING THAT THE SERIES 2017 BONDS
SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE
MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR
LIMITATION, OR A PLEDGE OF THE CITY'S FULL FAITH AND CREDIT, BUT
SHALL BE PAYABLE AS TO PRINCIPAL AND INTEREST AND REDEMPTION
PREMIUM, IF ANY, SOLELY FROM THE PROCEEDS OF CERTAIN
DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07-0586 AND
NOT DERIVED FROM AD VALOREM TAXES; DELEGATING TO THE CITY
MANAGER AUTHORITY TO DETERMINE THE TERMS OF THE SERIES 2017
BONDS WITHIN PRESCRIBED PARAMETERS; DESIGNATING A BOND
REGISTRAR AND PAYING AGENT FOR THE SERIES 2017 BONDS;
AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE, IN A
FORM ACCEPTABLE TO THE CITY ATTORNEY, BOND COUNSEL,
DISCLOSURE COUNSEL, FINANCIAL ADVISOR, AND THE FINANCE
DIRECTOR, A PAYING AGENT AND BOND REGISTRAR AGREEMENT;
FINDING NECESSITY FOR A NEGOTIATED SALE OF THE SERIES 2017
BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND
EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, BOND
COUNSEL, DISCLOSURE COUNSEL, THE FINANCE DIRECTOR, AND THE
FINANCIAL ADVISOR, A BOND PURCHASE CONTRACT; APPROVING THE
INITIAL DRAFT FORM OF AND AUTHORIZING THE CITY MANAGER TO
UPDATE, FINALIZE, AND DISTRIBUTE, IN A FORM ACCEPTABLE TO THE
CITY ATTORNEY, THE FINANCE DIRECTOR, DISCLOSURE COUNSEL,
BOND COUNSEL, AND THE FINANCIAL ADVISOR, A PRELIMINARY LIMITED
OFFERING MEMORANDUM AND A FINAL LIMITED OFFERING
City of Miami Page 1 of 21 File ID: 1625 (Revision: A) Printed On: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
MEMORANDUM RELATING TO THE SERIES 2017 BONDS; AUTHORIZING
THE CITY MANAGER TO NEGOTIATE FOR AND OBTAIN CREDIT
FACILITIES AND RESERVE ACCOUNT CREDIT FACILITIES AND TO
EXECUTE AGREEMENTS RELATING THERETO WITH RESPECT TO THE
SERIES 2017 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE
AND EXECUTE, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, THE
FINANCE DIRECTOR, BOND COUNSEL, AND DISCLOSURE COUNSEL, A
CONTINUING DISCLOSURE AGREEMENT WITH RESPECT TO THE SERIES
2017 BONDS; DESIGNATING AN ESCROW AGENT; AUTHORIZING THE CITY
MANAGER TO NEGOTIATE AND EXECUTE, IN A FORM ACCEPTABLE TO
THE CITY ATTORNEY, THE FINANCE DIRECTOR, DISCLOSURE COUNSEL,
AND BOND COUNSEL, AN ESCROW DEPOSIT AGREEMENT; MAKING
CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE
HOLDERS OF THE SERIES 2017 BONDS; AUTHORIZING THE CITY
MANAGER AND ALL OTHER CITY OFFICIALS TO DO ALL THINGS DEEMED
NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY
OF THE SERIES 2017 BONDS, IN CONSULTATION WITH THE CITY
ATTORNEY, BOND COUNSEL, DISCLOSURE COUNSEL, AND THE
FINANCIAL ADVISOR; PROVIDING FOR SEVERABILITY; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City of Miami, Florida (the "City") has adopted a plan for construction of
certain improvements to various streets and sidewalks within the City; and
WHEREAS, pursuant to the Constitution and laws of the State of Florida, including
Chapter 166, Part II, Florida Statutes, and the City of Miami Charter, the City is authorized to
issue its special obligation bonds to pay the costs of acquisition, construction and improvements
to certain roadways, streetscapes and related appurtenances within the City and to authorize
the issuance of special obligation bonds and special obligation refunding bonds under certain
conditions; and
WHEREAS, on October 11, 2007, the City Commission of the City (the "City
Commission") adopted Resolution No. 07-0586 (the "Original Resolution") to provide, among
other things, for the issuance from time to time of special obligation bonds to finance or
refinance the acquisition, construction and improvements of certain roadways, streetscapes and
related appurtenances within the City and to pledge for the payment of such special obligation
bonds, the Designated Revenues (as defined in the Original Resolution); and
WHEREAS, pursuant to the Original Resolution, the City issued the Parity Obligations
(hereinafter defined); and
WHEREAS, the City now desires to issue an additional series of special obligation
bonds to be designated as City of Miami, Florida Special Obligation Refunding Bonds, Series
2017 (Street and Sidewalk Improvement Program) (the "Series 2017 Bonds"), in an aggregate
principal amount not exceeding $130,000,000.00, for the purposes of (i) refunding certain
obligations of the City, (ii) funding a deposit to the reserve account for the Series 2017 Bonds, if
required, and (iii) paying the costs of issuance of the Series 2017 Bonds; and
WHEREAS, the Series 2017 Bonds will be issued in accordance with Section 210 of the
Original Resolution, will constitute Refunding Bonds within the meaning of the Original
City of Miami Page 2 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625
Enactment Number: R-17-0071
Resolution, and will be payable solely from and secured by the Designated Revenues on a
parity with the City's outstanding Parity Obligations; and
WHEREAS, based on the findings set forth in this Resolution (the "Series Resolution"),
the City Commission deems it in the best financial interests of the City that the Series 2017
Bonds be sold by negotiated sale to the Underwriters (hereinafter defined) on such date and at
such time as set forth in the Bond Purchase Contract (hereinafter defined) authorized by this
Series Resolution, and to, among other things, authorize the distribution and use of a
Preliminary Limited Offering Memorandum and to authorize the distribution, use, execution and
delivery of a final Limited Offering Memorandum relating to the Series 2017 Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY
OF MIAMI, FLORIDA:
TABLE OF CONTENTS
Paqe
ARTICLE I DEFINITIONS
k
Section 101
Incorporation of Recitals and Findings.................................................................5
Section 102
Meaning of Words and Terms..............................................................................5
Section 103
Interpretations......................................................................................................7
Section 104
Resolution Constitutes Contract...........................................................................7
ARTICLE II DETAILS OF SERIES 2017 BONDS; ISSUANCE OF SERIES 2017 BONDS 8
Section 201
Issuance and Details of the Series 2017 Bonds...................................................8
Section 202
Form of Series 2017 Bonds...............................................................................14
Section 203
Authentication of Series 2017 Bonds.................................................................15
Section 204
Exchange of Series 2017 Bonds........................................................................15
Section 205
Registration of Transfer of Series 2017 Bonds...................................................15
Section 206
Ownership of Series 2017 Bonds.......................................................................16
Section 207
Temporary Series 2017 Bonds...........................................................................16
Section 208
Mutilated, Destroyed, Stolen or Lost Bonds.......................................................17
ARTICLE -III SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
18
Section 301
Series 2017 Bonds not to be Indebtedness of City.............................................18
Section 302
Security for Series 2017 Bonds..........................................................................18
Section 303
Additional Security.............................................................................................18
Section 304
Application of Provisions of Original Resolution.................................................18
Section 305
Series 2017 Reserve Account............................................................................18
ARTICLE IV MISCELLANEOUS PROVISIONS
19
Section 401 Tax Covenants...................................................................................................19
Section 402 Parties Who Have Rights under Resolution.......................................................19
Section 403 Effect of Partial Invalidity....................................................................................19
Section 404 Florida Law Controls..........................................................................................19
Section 405 No Recourse Against Members, Officers or Employees of City .......................... 19
Section 406 Expenses Payable under Resolution..................................................................20
City of Miami Page 3 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
Section 407
Payments Due on Sundays and Holidays..........................................................20
Section408
Headings............................................................................................................20
Section 409
Further Authority................................................................................................20
Section 410
Repeal of Inconsistent Resolutions....................................................................20
Section 411
Effective Date....................................................................................................20
EXHIBIT "A" — FORM OF SERIES 2017 BOND
EXHIBIT "B" — DRAFT PRELIMINARY LIMITED OFFERING MEMORANDUM
ARTICLE I
DEFINITIONS
Section 101 Incorporation of Recitals and Findings. The City Commission hereby finds
and determines and does hereby incorporate as part of this Series Resolution the matters set
forth in the foregoing recitals and findings.
Section 102 Meaning of Words and Terms. Capitalized terms used in this Series
Resolution but not defined herein shall have the respective meanings assigned to such term in
the Original Resolution. In addition to words and terms elsewhere defined in this Series
Resolution and in the Original Resolution, the following words and terms as used in this Series
Resolution shall have the following meanings, unless some other meaning is plainly intended:
"Authorized Denominations" means denominations of $100,000.00 and integral multiples
of $5,000.00 in excess of $100,000.00.
"Bond Purchase Contract" means the Bond Purchase Contract between the City and the
Underwriters in the form authorized pursuant to Section 201(i) hereof.
"Bond Registrar' means initially U.S. Bank National Association and thereafter, the City
or any other agent designated from time to time by the City, by resolution, to maintain the
registration books for the Series 2017 Bonds issued hereunder or to perform other duties with
respect to registering the transfer of the Series 2017 Bonds.
"Bond Year' means the period commencing the second day of January in each year and
ending on the first day of January of the following year.
"Business Day" means any day, other than a Saturday or Sunday, on which commercial
banks are open for business in the State and in New York, New York and on which the New
York Stock Exchange is open.
"City" means the City of Miami, Florida, a municipal corporation.
"City Attorney" means the City Attorney of the City or any Assistant City Attorney
designated by the City Attorney to act on the City Attorney's behalf or any person succeeding to
the principal functions of the office.
"City Clerk" means the City Clerk of the City or any Deputy City Clerk designated by the
City Clerk to act on the City Clerk's behalf or any person succeeding to the principal functions of
the office.
"City Commission" means the City Commission of the City.
City of Miami Page 4 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
"City Manager' means the City Manager, or any Assistant City Manager designated by
the City Manager to act on the City Manager's behalf, or the officer or officers succeeding to the
principal functions of that office.
"Escrow Agent" means U.S. Bank National Association.
"Escrow Deposit Agreement" means the escrow deposit agreement between the City
and the Escrow Agent relating to the refunding of the Refunded Bonds.
"Finance Director' means the Finance Director of the City or any person designated to
act on the Finance Director's behalf, or the officer or officers succeeding to his/her principal
functions.
"Financial Advisor' means Public Financial Management, Inc. and its successors and
assigns.
"Fiscal Year' means the fiscal year of the City.
"Holder," "Owner," "Registered Owner' or "Bondholder' means a person in whose name
a Series 2017 Bond (or one or more Predecessor Bonds) is registered in the registration books
provided for in Section 206 of this Series Resolution.
"Interest Payment Date" means, when the dates specified herein on which interest is
stated to be due thereon, and any date on which interest becomes due thereon on account of
the early redemption thereof or on account of the happening of an event which, under the terms
of such Series 2017 Bonds, requires a payment of interest to be made thereon.
"Mayor' means the Mayor of the City or in his absence or inability to perform, such
member of the City Commission designated by the Mayor to act in the Mayor's behalf or any
other person succeeding to the principal function of the office of Mayor.
"Original Resolution" means Resolution No. 07-0586 adopted by the City Commission on
October 11, 2007, as amended and supplemented from time to time.
"Parity Obligations" means the unrefunded Series 2007 Bonds and the unrefunded
Series 2009 Bonds.
"Qualified Institutional Buyers" means "qualified institutional buyers" as defined in Rule
144A promulgated under the Securities Act of 1933, as amended.
"Paying Agent" means initially U.S. Bank National Association and thereafter, the City or
any other agent which is an Authorized Depository, designated from time to time by the City, by
resolution, to serve as a Paying Agent for the Series 2017 Bonds issued hereunder that shall
have agreed to arrange for the timely payment of the Principal of, redemption premium, if any,
and interest (with respect to Current Interest Bonds) on the Series 2017 Bonds to the registered
owners thereof; from funds made available therefor by the City.
"Predecessor Bonds" of any particular Bond means every previous Bond evidencing all
or a portion of the same debt as that evidenced by such particular Bond. For purposes of this
definition, any Series 2017 Bond authenticated and delivered under Section 203 of this Series
Resolution in lieu of a mutilated, destroyed, stolen or lost Series 2017 Bond shall be deemed to
evidence the same debt as the mutilated, destroyed, stolen or lost Series 2017 Bond.
City of Miami Page 5 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
"Record Date" means, for the Series 2017 Bonds, the close of business on the fifteenth
(15th) day of the month preceding each Interest Payment Date.
"Refunded Bonds" means collectively, all or a portion of the Series 2007 Bonds and the
Series 2009 Bonds, as determined by a certificate of the Finance Director.
"Resolution" means the Original Resolution, as supplemented by this Series Resolution,
and as amended and supplemented from time to time in accordance with the provisions of the
Original Resolution.
"Series 2007 Bonds" means the outstanding City of Miami, Florida Special Obligation
Bonds, Series 2007 (Street and Sidewalk Improvement Program), issued pursuant to the
Original Resolution in the original principal amount of $80,000,000.00.
"Series 2009 Bonds" means the outstanding City of Miami, Florida Special Obligation
Bonds, Series 2009 (Street and Sidewalk Improvement Program), issued pursuant to the
Original Resolution, as supplemented by Resolution No. R-09-0470, in the original principal
amount $65,000,000.00.
"Series 2017 Bonds" means the bonds authorized by Section 201 of this Series
Resolution, in an aggregate principal amount not to exceed $130,000,000.00.
"Series 2017 Reserve Account" means the special account to be established in the
Reserve Fund pursuant to the Original Resolution and Section 305 of this Series Resolution for
the benefit of the Series 2017 Bonds.
"State" means the State of Florida.
"Underwriters" means Stifel, Nicolaus & Company, Incorporated, as senior manager,
Estrada Hinojosa & Company, Inc. and PNC Capital Markets LLC, as co -managers.
Section 103 Interpretations. Unless the context shall otherwise indicate, the words
"Bond", "owner', "holder' and "person" (whether or not such words are capitalized) shall include
the plural as well as the singular number, the word "person" means any individual, corporation,
partnership, joint venture, association, joint-stock company, trust, unincorporated organization
or government or any agency or political subdivision thereof, and the words "holder',
"bondholder' and "registered owner' (whether or not such words are capitalized) when used
herein with respect to Bonds issued hereunder shall mean the Holder or registered owner, as
the case may be, of Series 2017 Bonds at the time issued and Outstanding hereunder.
Section 104 Resolution Constitutes Contract. In consideration of the acceptance of the
Series 2017 Bonds authorized to be issued hereunder by those who shall own the same from
time to time, this Series Resolution and any resolution adopted pursuant hereto shall be
deemed to be and shall constitute a contract between the City and such Series 2017
Bondholders, and the covenants and agreements herein set forth to be performed by the City
shall be for the equal benefit, protection and security of the owners of any and all of such Series
2017 Bonds, all of which shall be of equal rank and without preference, priority, or distinction of
any of the Series 2017 Bonds over any other thereof except as expressly provided therein and
herein.
City of Miami Page 6 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625
[End of Article 1]
Enactment Number: R-17-0071
City of Miami Page 7 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
ARTICLE II
DETAILS OF SERIES 2017 BONDS; ISSUANCE OF SERIES 2017 BONDS
Section 201 Issuance and Details of the Series 2017 Bonds.
(a) Authorization. There shall be issued under and secured by the Resolution the
Series 2017 Bonds of the City, and this resolution shall be deemed to be the Series Resolution
for the Series 2017 Bonds. The Series 2017 Bonds shall be issued in the aggregate principal
amount not to exceed One Hundred Thirty Million Dollars ($130,000,000.00), with the exact
aggregate principal amount of said Series 2017 Bonds to be determined by the City Manager as
set forth in the Bond Purchase Contract referred to below. The Series 2017 Bonds shall be
issued for the purpose of providing funds, together with other available moneys, to (i) refund the
Refunded Bonds, (ii) fund a deposit to the reserve account for the Series 2017 Bonds, if
required, and (iii) pay the costs of issuance of the Series 2017 Bonds, including a premium in
respect of any Insurance Policy relating to the Series 2017 Bonds, if any. The Series 2017
Bonds shall be designated "City of Miami, Florida Special Obligation Refunding Bonds, Series
2017 (Street and Sidewalk Improvement Program)." The Series 2017 Bonds may be issued in
one or more tax-exempt or taxable series and any such series of Series 2017 Bonds shall be
designated with such series designation as determined by the City Manager as to be set forth in
the Bond Purchase Contract to be negotiated, executed, and delivered as referred to below.
The City Manager and all other City officials are authorized to do all things deemed necessary in
connection with the issuance, sale and delivery of the Series 2017 Bonds, in consultation with
the City Attorney, Bond Counsel, Disclosure Counsel, and the Financial Advisor.
The Series 2017 Bonds shall be executed in the manner set forth in this Series
Resolution and shall be deposited with the Bond Registrar for authentication but prior to or
simultaneously with the authentication and delivery of the Series 2017 Bonds there shall be filed
with the City Manager or his representative the following documents and opinions:
(1) copies, certified by the City Clerk, of the Original Resolution and this
Series Resolution;
(2) a copy of the Bond Purchase Contract specifying the interest rate or
rates for such Series 2017 Bonds and directing the delivery of such Series 2017 Bonds
to or upon the order of the purchasers therein named upon payment of the purchase
price therein;
(3) an opinion of Bond Counsel to the effect that (i) this Series Resolution
has been duly adopted by the City, (ii) the issuance of the Series 2017 Bonds has been
duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to
the extent described in the Resolution, for the payment of the Series 2017 Bonds, (iv)
such Series 2017 Bonds constitute special obligations of the City payable in accordance
with the provisions of the Resolution, and (v) the interest on such Series 2017 Bonds is
excluded from gross income for federal income tax purposes (to the extent such Series
2017 Bonds are being issued as tax-exempt Bonds);
(4) an opinion of the City Attorney to the effect that the issuance of such
Series 2017 Bonds has been duly authorized and that all conditions precedent to the
delivery of such Series 2017 Bonds by the City have been fulfilled;
City of Miami Page 8 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
(5) a certificate of the Finance Director meeting the requirements of Section
210(11)) of the Original Resolution; and
(6) any additional documents or opinions as Bond Counsel, Disclosure
Counsel, the Underwriters of the Series 2017 Bonds or their counsel may reasonably
require.
When (i) the documents mentioned above shall have been filed with the City Manager or
his representative, (ii) the Series 2017 Bonds shall have been executed by the City and
authenticated by the Bond Registrar as required by this Series Resolution, and (iii) the
Underwriters have paid to the City the purchase price of the Series 2017 Bonds, then the Bond
Registrar shall deliver such Series 2017 Bonds at one time to or upon the order of the
Underwriters as set forth in the Bond Purchase Contract.
(b) Form, Denominations, Date, Interest Rates and Maturity Dates. The Series 2017
Bonds are issuable only in fully registered form and shall be in substantially the form thereof set
forth in Exhibit "A" to this Series Resolution, with such appropriate variations, omissions and
insertions as may be required therein and approved by the City Manager as set forth in the
Bond Purchase Contract. The Series 2017 Bonds shall be issued in Authorized Denominations,
or such other denominations as determined by the City Manager. The Series 2017 Bonds shall
be dated on such date determined by the City Manager and set forth in the Bond Purchase
Contract and shall bear interest as provided in Section 203 of the Original Resolution, unless
otherwise determined by the City Manager in accordance with this Series Resolution as set forth
below and set forth in the Bond Purchase Contract. Interest on the Series 2017 Bonds shall be
payable semiannually on January 1 and July 1 of each year (or on such other dates determined
by the City Manager), commencing on such date as shall be determined by the City Manager.
The Series 2017 Bonds shall mature on such date, in such year or years, but not later than the
year 2039, shall be issued as either Serial Bonds and/or Term Bonds and, if such Series 2017
Bonds are issued as Term Bonds, be subject to such Amortization Installments by operation of
the Bond Amortization Account, shall bear interest at such fixed or variable rate or rates, may be
subject to mandatory redemption and optional redemption, and optional and mandatory tender
for purchase, all as determined by the City Manager and as set forth in the Bond Purchase
Contract; provided, however, that the Series 2017 Bonds shall be sold to the Underwriters (i) at
a purchase price of not less than ninety-eight percent (98%) (including underwriters' discount
but excluding original issue discount or premium) of the original principal amount of the Series
2017 Bonds, (ii) at a true interest cost rate not to exceed five percent (5%) per annum and (iii) if
a net present value savings of not less than five percent (5%) of the principal amount of the
Refunded Bonds being refunded with Series 2017 Bond proceeds is achieved. The Series 2017
Bonds shall be numbered consecutively from 1 upward preceded by the letter "R". Subject to
the foregoing, the aggregate principal amount, maturities, interest rates and other terms of the
Series 2017 Bonds shall be as approved and determined by the City Manager and set forth in
the Bond Purchase Contract, with the execution and delivery of the Bond Purchase Contract by
the City Manager and the attestation thereof by the City Clerk being conclusive evidence of the
City's approval of the final details and prices of the Series 2017 Bonds. The Series 2017 Bonds
may have endorsed thereon such legends or text as may be necessary or appropriate to
conform to any applicable rules and regulations of any governmental authority or any usage or
requirement of law with respect thereto. The execution and delivery of the Series 2017 Bonds
substantially in the form mentioned above is hereby authorized, and the execution of the Series
2017 Bonds for and on behalf of the City, with a facsimile or manual signature, by the City
Manager with the official seal of the City impressed or imprinted thereon and attested, with a
facsimile or manual signature, by the City Clerk, and hereby authorized and shall be conclusive
evidence of any such approval.
City of Miami Page 9 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
All payments of interest on the Series 2017 Bonds shall be made by check mailed to the
owners in whose names Series 2017 Bonds are registered on the Record Date; provided,
however, that the Holder of Series 2017 Bonds in an aggregate principal amount of at least
$1,000,000.00 shall be entitled to have interest paid by wire transfer as provided in Section 203
of the Original Resolution. Interest on the Series 2017 Bonds shall be computed on the basis of
a 360 -day year of twelve 30 -day months.
(c) Optional Redemption. The Series 2017 Bonds are subject to redemption prior to
maturity at the option of the City, in whole or in part at any time, at such times, and at the
redemption prices, as approved and determined by the City Manager, as set forth in the Bond
Purchase Contract; provided, however, the redemption premium on the Series 2017 Bonds shall
not exceed one hundred percent (100%). The execution, attestation, seal and delivery of the
Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of
the City's approval of the optional redemption provisions contained therein relating to the Series
2017 Bonds.
(d) Mandatory Sinking Fund Redemption. The Series 2017 Bonds consisting of Term
Bonds, if any, shall be subject to mandatory redemption prior to maturity to the extent of the
Amortization Requirements therefor at the principal amount of such Series 2017 Bonds to be
redeemed, plus accrued interest to the date fixed for redemption, but without premium, for which
there is an Amortization Requirement due on such Series 2017 Bonds. The Amortization
Requirements and redemption date or dates for the Series 2017 Bonds consisting of Term
Bonds shall be as approved and determined by the City Manager, all as set forth in the Bond
Purchase Contract. The execution and delivery of the Bond Purchase Contract by the City
Manager and the City Clerk shall be conclusive evidence of the City's approval of the mandatory
sinking fund redemption provisions contained therein relating to the Series 2017 Bonds.
(e) Series Reserve Fund Requirement for Series 2017 Bonds. The City Commission
hereby authorizes the City Manager to establish a Series Reserve Fund Requirement for the
Series 2017 Bonds if the City Manager determines that such a Series Reserve Fund
Requirement is in the best interests of and advantageous to the City. The City Manager shall
determine the amount of the Series Reserve Fund Requirement, if any, for the Series 2017
Bonds, subject to the provisions of the Resolution. If the City Manager determines that the
establishment of a Series Reserve Fund Requirement for the Series 2017 Bonds is in the best
interests of and advantageous to the City, the City Manager shall make further determinations
as to whether the Series Reserve Fund Requirement shall be funded from the proceeds of the
Series 2017 Bonds, other moneys available to the City, a Reserve Fund Insurance Policy, a
Reserve Fund Letter of Credit or a combination of the foregoing. The determinations required to
be made by the City Manager pursuant to this paragraph (e) shall be made prior to the
execution of the Bond Purchase Contract and shall be set forth in an exhibit to said Bond
Purchase Contract together with all of the other details of the Series 2017 Bonds required to be
determined by the City Manager. The execution and delivery of the Bond Purchase Contract by
the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the
determinations to be made by the City Manager pursuant to this paragraph (e).
(f) Insurance Policy and/or Credit Facility. In order to produce the lowest true
interest cost possible for the Series 2017 Bonds or any portion thereof, the City Manager is
hereby authorized to negotiate an Insurance Policy and/or Credit Facility with respect to any or
all of the Series 2017 Bonds, if, after consultation with the Finance Director and the Financial
Advisor, the City Manager determines that obtaining such Insurance Policy and/or Credit Facility
is in the best interests of the City. The City is hereby authorized to provide for the payment of
any premium on such Insurance Policy and/or costs of the Credit Facility from the proceeds of
City of Miami Page 10 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
the issuance of the Series 2017 Bonds and to enter into such agreements as may be necessary
to secure such Insurance Policy and/or Credit Facility, respectively, with the City Manager's
execution of any such agreement(s) to be conclusive evidence of the City's approval thereof;
provided, however, that the City Manager may consult with the Finance Director, the City
Attorney, Bond Counsel, and Disclosure Counsel in connection with any such agreement(s).
(g) Approval of Paying Agent and Bond Registrar Agreement; Designation of Paying
Agent and Bond Registrar. The execution and delivery of the Paying Agent and Bond Registrar
Agreement is hereby authorized and approved. The City Commission hereby authorizes and
directs the City Manager to negotiate and determine the final provisions of the Paying Agent and
Bond Registrar Agreement, in a form acceptable to the City Attorney, Bond Counsel, Disclosure
Counsel, the Financial Advisor, and the Finance Director. The City Manager is hereby
authorized to negotiate, execute and the City Clerk is hereby authorized to attest to, seal and
deliver the Paying Agent and Bond Registrar Agreement, subject to such changes, insertions
and omissions and such filling in of blanks therein as hereafter may be approved and made by
the City Manager upon the advice of the City Attorney, Bond Counsel, Disclosure Counsel, the
Financial Advisor, and the Finance Director. The execution, attestation and delivery of the
Paying Agent and Bond Registrar Agreement, as described herein, shall be conclusive evidence
of the City's approval of any such determinations, changes, insertions, omissions or filling in of
blanks. U.S. Bank National Association is hereby designated to serve as Paying Agent and as
Bond Registrar for the Series 2017 Bonds under this Series Resolution.
(h) Findings Regarding Negotiated Sale. (1) In accordance with Section 218.385,
Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its
Financial Advisor for the Series 2017 Bonds, that a negotiated sale of the Series 2017 Bonds is
in the best interests of the City for the following reasons:
(i) The structure, timing and preference sale type of a limited public offering
for the issuance of the Series 2017 Bonds require extensive planning and pre -marketing,
and it is not practical for the City, the Financial Advisor and the Underwriters to engage
in such planning and pre -marketing within the time constraints and uncertainties inherent
within a competitive bidding process;
(ii) The Designated Revenues consist of multiple revenue sources which
require extensive planning and explanation to the market;
(iii The vagaries of the current and near future municipal bond market
demand that the Underwriters have the maximum time and flexibility to price and market
the Series 2017 Bonds, in order to obtain the most favorable interest rates available;
(iv) The Designated Revenues consist of multiple revenue sources which
require extensive planning and explanation to the market and which must continue in
accordance with the requirements of the Original Resolution; and
(v) The structure and timing of the related redemptions of the Refunded
Bonds require extensive planning.
(2) It is in the best interest of the City and its citizens to offer and sell the Series
2017 Bonds to Qualified Institutional Buyers and subject to the restrictions on transfer described
in this Series Resolution.
City of Miami Page 11 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
(3) It is in the best interest of the City and its citizens to issue the Series 2017 Bonds
to effectuate interest rate savings.
(i) Award. The City Commission hereby authorizes the City Manager to negotiate
and approve the Bond Purchase Contract, in a form acceptable to the City Attorney, the Finance
Director, the Financial Advisor, Bond Counsel, and Disclosure Counsel, with such variations,
omissions and insertions as may be necessary to evidence the final terms of the Series 2017
Bonds. Upon compliance by the Underwriters with the requirements of Section 218.385(6) and
Section 287.133, Florida Statutes, the City Manager is authorized to finalize the terms of and
execute the Bond Purchase Contract, and to deliver said Bond Purchase Contract to the senior
manager, as representative of the Underwriters, on behalf of itself and the other co -managers.
The City hereby approves the negotiated sale of the Series 2017 Bonds to the Underwriters
upon the terms and conditions set forth herein and as to be set forth in the Bond Purchase
Contract to be negotiated by the City Manager. The City hereby authorizes and directs the City
Manager to negotiate and determine the final provisions of the Bond Purchase Contract, within
the parameters for the Series 2017 Bonds set forth in Section 201 of this Series Resolution, in a
form acceptable to the City Attorney, the Finance Director, the Financial Advisor, Bond Counsel,
and Disclosure Counsel, and authorizes and directs the City Manager to execute and the City
Clerk to attest to, seal and deliver the Bond Purchase Contract, subject to such changes,
insertions and omissions and such filling in of blanks therein as hereafter may be approved and
made by the City Manager upon the advice of the City Attorney, the Finance Director, the
Financial Advisor, Bond Counsel, and Disclosure Counsel. The execution, attestation and
delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be
conclusive evidence of the City's approval of any such determinations, changes, insertions,
omissions or filling in of blanks.
(j) Approval of Initial Draft Preliminary Limited Offering Memorandum and Limited
Offering Memorandum. The use and distribution by the Underwriters of the Preliminary Limited
Offering Memorandum in connection with the marketing of the Series 2017 Bonds to Qualified
Institutional Buyers, in the initial draft form presented to the City Commission at this meeting,
and the initial draft form of which is attached hereto as Exhibit "B", is hereby approved and the
City Manager is authorized to update, finalize, and distribute such Preliminary Limited Offering
Memorandum, in a form acceptable to the City Attorney, the Finance Director, the Financial
Advisor, Bond Counsel, and Disclosure Counsel, with the permitted updates and permitted
omissions, is deemed "final" for purposes of the Rule, subsection (b)(1). The City Manager and
the Finance Director are authorized and directed to update, finalize, execute and deliver a final
Limited Offering Memorandum, in a form acceptable to the City Attorney, the Financial Advisor,
Bond Counsel, and Disclosure Counsel, in the name and on behalf of the City, and thereupon to
cause such Limited Offering Memorandum to be delivered to the Underwriters within seven (7)
Business Days of the execution of the Bond Purchase Contract, with such variations, omissions
and insertions as may be determined by the City Manager after consultation with the Financial
Advisor, the Finance Director, the City Attorney, Disclosure Counsel, and Bond Counsel. The
use and distribution of a final Limited Offering Memorandum in substantially the form of the
Preliminary Limited Offering Memorandum, and with such updates, terms and provisions as
modified to incorporate the final terms of the sale of the Series 2017 Bonds, subject to such
changes, modifications, deletions and additions as the City Manager, upon the advice of the
Finance Director, the Financial Advisor, the City Attorney, Disclosure Counsel, and Bond
Counsel may deem necessary and appropriate, the execution of the final Limited Offering
Memorandum for and on behalf of the City by the City Manager and the Finance Director being
conclusive evidence of the City's approval of any such changes.
City of Miami Page 12 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
The Series 2017 Bonds shall be offered, sold and resold only to purchasers reasonably
believed by the Underwriters to be Qualified Institutional Buyers, and each initial purchaser of
Series 2017 Bonds (for this purpose excluding the Underwriters, but including all persons
purchasing Series 2017 Bonds in the initial offering through the Underwriters) shall execute and
deliver an investor letter substantially in the form set forth as an exhibit to the Bond Purchase
Contract.
(k) Continuing Disclosure Agreement. In order to implement the continuing
disclosure covenants contained in Section 608 of the Original Resolution with respect to the
Series 2017 Bonds, the City Commission hereby authorizes and directs the City Manager to
negotiate and execute and the City Clerk to attest to, seal and deliver the Disclosure
Dissemination Agent Agreement (the "Continuing Disclosure Agreement"), in a final form
acceptable to the City Attorney, the Finance Director, the Financial Advisor, Bond Counsel, and
Disclosure Counsel, subject to such changes, insertions and omissions and such filling in of
blanks therein as hereafter may be approved and made by the City Manager upon the advice of
the City Attorney, the Finance Director, Disclosure Counsel, the Financial Advisor, and Bond
Counsel. The execution, attestation and delivery of the Continuing Disclosure Agreement by the
City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such
determinations, changes, insertions, omissions or filling in of blanks. Digital Assurance
Certification, LLC ("DAC") is hereby appointed as the initial Dissemination Agent under the
Continuing Disclosure Agreement.
(1) Approval of Escrow Deposit Agreement; Designation of Escrow Agent;
Redemption of Refunded Bonds; Designation of Verification Agent.
(1) The execution and delivery of the Escrow Deposit Agreement is hereby
authorized and approved. The City Commission hereby authorizes and directs the City
Manager to negotiate and determine the final provisions of the Escrow Deposit
Agreement, in a form acceptable to the City Attorney, the Finance Director, the Financial
Advisor, Bond Counsel and Disclosure Counsel. The City Manager is hereby authorized
to negotiate and execute and the City Clerk is hereby authorized to attest to, seal and
deliver the Escrow Deposit Agreement, subject to such changes, insertions and
omissions and such filling in of blanks therein as hereafter may be approved and made
by the City Manager upon the advice of the City Attorney, the Finance Director, the
Financial Advisor, Bond Counsel and Disclosure Counsel. The execution, attestation and
delivery of the Escrow Deposit Agreement, as described herein, shall be conclusive
evidence of the City's approval of any such determinations, changes, insertions,
omissions or filling in of blanks.
(2) U.S. Bank National Association is hereby designated to serve as Escrow
Agent for the Refunded Bonds under this Series Resolution.
(3) The City hereby irrevocably elects, effective upon and only upon the
issuance of the Series 2017 Bonds, that the Refunded Bonds shall be defeased and
called for redemption in accordance with the Plan of Refunding in the Preliminary
Limited Offering Memorandum.
(4) The paying agent for the Refunded Bonds is hereby authorized to provide
written notice of such redemption to the registered owners of such Refunded Bonds and
to any bondholder whose name and address are on file with the paying agent. The
City of Miami Page 13 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
Escrow Agent is hereby authorized and directed to publish a notice of redemption, if
required.
(5) The City Manager, Bond Counsel and/or Escrow Agent are authorized to
subscribe for United States Treasury Obligations - State and Local Government Series
or to arrange for the purchase, from funds available for such purpose pursuant to the
terms hereof, of other United States Treasury obligations or obligations fully guaranteed
by the United States of America to the extent necessary to accomplish the defeasance
and refunding of the Refunded Bonds.
(6) Simultaneously with the delivery of the Series 2017 Bonds, all amounts in
the Principal Account and the Interest Account in the Debt Service Fund allocable to the
Refunded Bonds, shall be transferred to the respective escrow accounts for deposit in
accordance with the provisions of the Escrow Deposit Agreement.
(7) Robert Thomas CPA is hereby designated to serve as verification agent
with respect to the defeasance and refunding of the Refunded Bonds.
(m) Use of Proceeds of Series 2017 Bonds. The proceeds received from the sale of
the Series 2017 Bonds herein authorized shall be applied, withdrawn and transferred, as
applicable, for the purposes stated in and in a manner consistent with the Sources and Uses of
Funds section of the final Limited Offering Memorandum for the Series 2017 Bonds. The
specific amounts to be deposited in the funds and accounts established by this Series
Resolution for the Series 2017 Bonds shall be set forth in a certificate to be delivered by the
Finance Director simultaneously with the delivery of the Series 2017 Bonds.
(n) Book -Entry Only System. The Series 2017 Bonds are to be issued as
uncertificated securities, pursuant to the book -entry only system maintained by The Depository
Trust Company of New York, New York ("DTC"), subject to the terms and provisions of Section
213 of the Original Resolution. Upon initial issuance of the Series 2017 Bonds, and until the
Series 2017 Bonds are no longer maintained through DTC's book -entry only system, the
Registered Owner of all the Series 2017 Bonds shall be, and the Series 2017 Bonds shall be
registered in the name of, Cede & Co., as nominee of DTC. The Series 2017 Bonds shall be
initially issued in the form of separate single typewritten Bonds for each maturity of Series 2017
Bonds.
Section 202 Form of Series 2017 Bonds. All definitive Series 2017 Bonds are issuable
as fully registered Series 2017 Bonds in substantially the form set forth in Exhibit "A" hereto, and
in denominations as set forth herein. All Series 2017 Bonds may have endorsed thereon such
legends or text as may be necessary or appropriate to conform to any applicable rules and
regulations of any governmental authority or of any securities exchange on which the Series
2017 Bonds may be listed or any usage or requirement of law with respect thereto.
Every Series 2017 Bond authenticated and delivered under this Series Resolution,
including any issued upon transfer, exchange or replacement of such Series 2017 Bond, shall
be issued and delivered only to Qualified Institutional Buyers, and each Series 2017 Bond shall
bear on its face a legend stating such restriction in substantially the following form:
THIS BOND IS SUBJECT TO TRANSFER RESTRICTIONS. THE INITIAL
PURCHASER HEREOF AND ANY SUBSEQUENT TRANSFEREE, BY
PURCHASING THIS BOND, AGREES FOR THE BENEFIT OF THE CITY OF
MIAMI, FLORIDA, THAT THIS BOND MAY BE TRANSFERRED, RESOLD OR
City of Miami Page 14 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
ASSIGNED ONLY TO ANOTHER QUALIFIED INSTITUTIONAL BUYER.
NOTWITHSTANDING ANYTHING IN THE RESOLUTION, THE SERIES
RESOLUTION, OR THIS BOND TO THE CONTRARY, NO TRANSFER,
RESALE OR ASSIGNMENT OF THIS BOND SHALL BE EFFECTIVE UNLESS
THE TRANSFER, RESALE OR ASSIGNMENT OF THIS BOND IS TO ANY
PURCHASER, TRANSFEREE, ASSIGNEE OR PARTICIPANT THAT IS A
"QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
ANY TRANSFER, RESALE OR ASSIGNMENT OR OTHER DISPOSITION OF
THIS BOND, OR ANY PARTICIPATION HEREIN, SHALL BE IN EACH CASE
ONLY IN A MANNER THAT DOES NOT VIOLATE THE SECURITIES ACT OF
1933, AS AMENDED, AND THE RULES AND REGULATIONS PROMULGATED
THEREUNDER. THIS BOND SHALL BE ISSUED AND SOLD, AND MAY ONLY
BE TRANSFERRED, IN DENOMINATIONS OF $100,000.00 OR ANY
INTEGRAL MULTIPLE OF $5,000.00 IN EXCESS OF $100,000.00.
Section 203 Authentication of Series 2017 Bonds. Only such Series 2017 Bonds as
shall have endorsed thereon a certificate of authentication duly executed by the Bond Registrar
shall be entitled to any benefit or security under this Series Resolution. No Bond shall be valid
or obligatory for any purpose unless and until such certificate of authentication on the Series
2017 Bond shall have been duly executed by the Bond Registrar, and such certificate of the
Bond Registrar upon any such Series 2017 Bond shall be conclusive evidence that such Series
2017 Bond has been duly authenticated and delivered under this Series Resolution. The Bond
Registrar's certificate of authentication on any Series 2017 Bond shall be deemed to have been
duly executed if signed by an authorized signatory of the Bond Registrar, but it shall not be
necessary that the same signatory sign the certificate of authentication on all of the Series 2017
Bonds that may be issued hereunder at any one time.
Section 204 Exchange of Series 2017 Bonds. Series 2017 Bonds, upon surrender
thereof at the designated office of the Bond Registrar, together with an assignment duly
executed by the Holder or such Holder's attorney or legal representative in such form as shall
be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for
an equal aggregate principal amount of Series 2017 Bonds of the same maturity, of any
denomination or denominations authorized by this Series Resolution and bearing interest at the
same rate as the registered Series 2017 Bonds surrendered for exchange.
Section 205 Registration of Transfer of Series 2017 Bonds. The Bond Registrar shall
keep books for the registration, exchange and registration of transfer of Series 2017 Bonds as
provided in this Series Resolution. The Bond Registrar shall evidence acceptance of the duties,
obligations and responsibilities of Bond Registrar by execution of the certificate of authentication
on the Series 2017 Bonds.
The Series 2017 Bonds shall be transferable by the Holder thereof in person or by his
attorney duly authorized in writing only to a Qualified Institutional Buyer. The transfer of any
Series 2017 Bond may be registered only upon the books kept for the registration of transfer of
Series 2017 Bonds upon surrender of such Series 2017 Bond to the Bond Registrar, together
with an assignment duly executed by the Holder or such Holder's attorney or legal
representative in such form as shall be satisfactory to the Bond Registrar.
Upon any such exchange or registration of transfer, the City shall execute (in the manner
provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver in
exchange for such Series 2017 Bond a new registered Series 2017 Bond or Series 2017 Bonds,
City of Miami Page 15 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
registered in the name of the transferee (which must be a Qualified Institutional Buyer), of any
denomination or denominations authorized by this Series Resolution, in the aggregate principal
amount equal to the principal amount of such Series 2017 Bond surrendered, of the same
maturity and bearing interest at the same rate.
In all cases in which Bonds shall be exchanged or the transfer of Series 2017 Bonds
shall be registered hereunder, the City shall execute (in the manner provided in Section 203
hereof) and the Bond Registrar shall authenticate and deliver at the earliest practicable time
Bonds in accordance with the provisions of this Series Resolution. All Bonds surrendered in any
such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. No
service charge shall be made for any registration of transfer or exchange of Series 2017 Bonds,
but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any registration of transfer
or exchange of Series 2017 Bonds. The Bond Registrar shall not be required (i) to register the
transfer of or to exchange Series 2017 Bonds during a period beginning at the opening of
business fifteen (15) days before the day of mailing of a notice of redemption of Series 2017
Bonds under this Series Resolution and ending at the close of business on the day of such
mailing or (ii) to register the transfer of or to exchange any Series 2017 Bond so selected for
redemption in whole or in part.
Section 206 Ownership of Series 2017 Bonds. The City, any Paying Agent and the
Bond Registrar, and any other agent of the City, may treat the person in whose name any
Series 2017 Bond is registered on the books of the City kept by the Bond Registrar pursuant to
Section 205 hereof as the Holder of such Series 2017 Bond for the purpose of receiving
payment of principal of, redemption premium, if any, and interest on such Series 2017 Bond,
and for all other purposes whatsoever, whether such Series 2017 Bond be overdue, and, to the
extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such
agent shall be affected by any notice to the contrary.
Section 207 Temporary Series 2017 Bonds. Until definitive Series 2017 Bonds are
ready for delivery, there may be executed, and upon request of the City, the Bond Registrar
shall authenticate and deliver, in lieu of definitive Series 2017 Bonds and subject to the same
limitations and conditions, typewritten, printed, engraved or lithographed temporary Series 2017
Bonds, in the form of fully registered Series 2017 Bonds, substantially of the tenor of the Series
2017 Bonds set forth in this Series Resolution and with such appropriate omissions, insertions
and variations as may be required.
Until definitive Series 2017 Bonds are ready for delivery, any temporary Series 2017
Bond, if so provided by the City by resolution, may be exchanged at the designated corporate
trust office of the Bond Registrar, without charge to the Holder thereof, for an equal aggregate
principal amount of temporary fully registered Series 2017 Bonds of authorized denominations,
of like tenor, of the same maturity and bearing interest at the same rate.
If temporary Series 2017 Bonds shall be issued, the City shall cause the definitive Series
2017 Bonds to be prepared and to be executed and delivered to the Bond Registrar, and the
Bond Registrar, upon presentation to it at its designated office of any temporary Series 2017
Bond, shall cancel the same and authenticate and deliver in exchange therefor at the place
designated by the Holder, without charge to the Holder thereof, a definitive Series 2017 Bond or
Series 2017 Bonds of an equal aggregate principal amount, of the same maturity and bearing
interest at the same rate as the temporary Series 2017 Bond surrendered. Until so exchanged,
the temporary Series 2017 Bonds shall in all respects be entitled to the same benefit and
City of Miami Page 16 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
security of the Resolution as the definitive Series 2017 Bonds to be issued and authenticated
hereunder.
Section 208 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Series 2017
Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall
cause to be executed, and the Bond Registrar shall authenticate and deliver, a new Series 2017
Bond of like date and tenor in exchange and substitution for such mutilated Series 2017 Bond or
in lieu of and in substitution for such Series 2017 Bond destroyed, stolen or lost, and the Holder
shall pay the reasonable expenses and charges of the City and the Bond Registrar in
connection therewith and, in case of a Series 2017 Bond destroyed, stolen or lost, the Holder
shall file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2017
Bond was destroyed, stolen or lost, and of such Holder's ownership thereof, and shall furnish
the City and the Bond Registrar indemnity satisfactory to them.
Every Series 2017 Bond issued pursuant to the provisions of this Section in exchange or
substitution for any Series 2017 Bond that is mutilated, destroyed, stolen or lost shall constitute
an additional contractual obligation of the City, whether the destroyed, stolen or lost Series 2017
Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the
benefits hereof equally and proportionately with any and all other Series 2017 Bonds duly
issued under this Series Resolution. All Series 2017 Bonds shall be held and owned upon the
express condition that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, stolen or lost Series 2017 Bonds, and shall preclude any and
all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to
the contrary with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.
[End of Article II]
City of Miami Page 17 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
ARTICLE III
SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF
Section 301 Series 2017 Bonds not to be Indebtedness of City. The Series 2017
Bonds shall not be or constitute general obligations or indebtedness of the City as "bonds"
within the meaning of any constitutional or statutory provision, but shall be special obligations of
the City, payable solely from and secured by a lien upon and pledge of the Designated
Revenues in accordance with the terms of this Series Resolution and the Original Resolution.
No Holder of any Series 2017 Bond or any Credit Bank or any Insurer shall ever have the right
to compel the exercise of the ad valorem taxing power of the City to pay such Series 2017 Bond
or be entitled to payment of such Series 2017 Bond from any moneys or property of the City
except the Designated Revenues in the manner provided herein and in the Original Resolution.
Section 302 Security for Series 2017 Bonds. The payment of the Principal of or
redemption premium, if applicable, and interest on the Series 2017 Bonds shall be secured
forthwith equally and ratably by a pledge of and prior lien upon the Designated Revenues. The
Designated Revenues shall be subject to the lien of this pledge immediately upon the issuance
and delivery of the Series 2017 Bonds, without any physical delivery by the City of the
Designated Revenues or further act, and the lien of this pledge shall be valid and binding as
against all parties having claims of any kind against the City, in tort, contract or otherwise. The
City does hereby irrevocably pledge the Designated Revenues to the payment of the Principal
of or redemption premium, if any, and interest (with respect to Current Interest Bonds) on the
Series 2017 Bonds in the manner provided in this Series Resolution and the Original
Resolution. The Series 2017 Bonds are payable from the Designated Revenues on a parity,
equally and ratably, with the Parity Obligations.
Section 303 Additional Security. Anything herein to the contrary notwithstanding,
however, the City may cause the Series 2017 Bonds to be payable from and secured by a
Credit Facility or Insurance Policy not applicable to any one or more other Series of Bonds, as
shall be determined by the City Manager in accordance with Section 201(f) hereof, in addition to
the security of the Designated Revenues provided herein.
Section 304 Application of Provisions of Original Resolution. The Series 2017 Bonds
shall for all purposes be considered to be Refunding Bonds issued under the authority of
Section 210 of the Original Resolution and shall be in all respects entitled to all the protection
and security provided in and by the Original Resolution for Outstanding Bonds. The covenants
and agreements set forth in the Original Resolution to be performed by the City shall be for
equal benefit, protection and security of the Holders of all Outstanding Bonds, and the Series
2017 Bonds shall be of equal rank with all other Bonds Outstanding under the Resolution,
without preference, priority or distinction over any other Outstanding Bond, including the Parity
Obligations, as provided in the Resolution.
Section 305 Series 2017 Reserve Account. There is hereby created within the
Reserve Fund the "Series 2017 Reserve Account" (the "Series 2017 Reserve Account") into
which the Series Reserve Fund Requirement for the Series 2017 Bonds shall be maintained in
accordance with the provisions of this Series Resolution and the Original Resolution. In
accordance with Section 201(e), if in the event the City Manager determines that the Series
Reserve Fund Requirement shall equal zero, then the Series 2017 Reserve Account shall not
be required to be maintained hereunder.
[End of Article III]
City of Miami Page 18 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
ARTICLE IV
MISCELLANEOUS PROVISIONS
Section 401 Tax Covenants. With respect to any Series 2017 Bonds for which the
City intends on the date of issuance thereof for the interest thereon to be excluded from gross
income for purposes of federal income taxation:
(a) The City shall not use or permit the use of any proceeds of the Series 2017
Bonds or any other funds of the City, directly or indirectly, to acquire any securities or
obligations, and shall not use or permit the use of any amounts received by the City with respect
to the Series 2017 Bonds in any manner, and shall not take or permit to be taken any other
action or actions, which would cause any such Series 2017 Bonds to be a "private activity bond"
within the meaning of Section 141 or an "arbitrage bond" within the meaning of Section 148, or
"federally guaranteed" within the meaning of Section 149(b), of the Code, or otherwise cause
interest on such Series 2017 Bonds to become subject to federal income taxation.
(b) The City shall, at all times, do and perform all acts and things permitted by law
and this Series Resolution and the Original Resolution which are necessary or desirable in order
to ensure that interest paid on such Series 2017 Bonds will be excluded from gross income for
purposes of federal income taxes and shall take no action that would result in such interest not
being so excluded.
(c) The City shall pay or cause to be paid to the United States Government any
amounts required by Section 148(f) of the Code and the regulations thereunder.
Section 402 Parties Who Have Rights under Resolution. Except as herein otherwise
expressly provided, nothing in this Series Resolution, express or implied, is intended or shall be
construed to confer upon any person, firm or corporation, other than the Holders, any right,
remedy or claim, legal or equitable, under or by reason of this Series Resolution or any
provision hereof, this Series Resolution and all its provisions being intended to be -and being for
the sole and exclusive benefit of the Holders.
Section 403 Effect of Partial Invalidity. In case any one or more of the provisions of
this Series Resolution or of the Series 2017 Bonds shall for any reason be held to be illegal or
invalid, such illegality or invalidity shall not affect any other provisions of this Series Resolution
or the Series 2017 Bonds.
Section 404 Florida Law Controls. This Resolution is enacted with the intent that it
shall be interpreted and construed in accordance with the laws of the State.
Section 405 No Recourse Against Members, Officers or Employees of City. No
recourse under or upon any statement, obligation, covenant, or agreement contained in the
Original Resolution or this Series Resolution, or in any Series 2017 Bond hereby secured, or in
any other Series Resolution, or in any document or certification whatsoever, or under any
judgment obtained against the City, or by the enforcement of any assessment, or by any legal or
equitable proceeding by virtue of any constitutional provision or statute or otherwise or under
any circumstances, shall be had against any member of the City Commission, or any officer or
employee or agent of the City, as such, either directly or through the City or otherwise, for the
payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any
sum that may be due and unpaid upon any such Series 2017 Bond. Any and all personal liability
of every nature, whether at common law or in equity or by statute or by constitution or
otherwise, of any such member of the City Commission, or any officer or employee, as such, to
City of Miami Page 19 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625 Enactment Number: R-17-0071
respond by reason of any act or omission on his/her part or otherwise, for the payment for or to
the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may
remain due and unpaid upon the Series 2017 Bonds hereby secured or any of them, is hereby
expressly waived and released as an express condition of, and in consideration for, the
enactment of this Series Resolution and the issuance of the Series 2017 Bonds.
Section 406 Expenses Payable under Resolution. All expenses incurred in carrying
out the Original Resolution and this Series Resolution shall be payable solely from funds
derived by the City from Designated Revenues. Anything in the Original Resolution or this
Series Resolution to the contrary notwithstanding, the performance by the City of all duties and
obligations imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the
carrying out of all covenants, agreements and promises made by it hereunder, and the liability
of the City for all warranties and other covenants herein shall be limited solely to the City, and
from the Designated Revenues and the moneys attributable to the proceeds of Series 2017
Bonds, or the income from the temporary investment thereof, and, to the extent herein, the City
shall not be required to effectuate any of its duties, obligations, powers or covenants except
from, and to the extent of, such moneys, revenues, proceeds, and payments.
Section 407 Payments Due on Sundays and Holidays. In any case where the date of
maturity of interest on or Principal of the Series 2017 Bonds or the date fixed for redemption of
any Series 2017 Bonds shall be a Sunday or a legal holiday or not a Business Day, then
payment of interest or principal and redemption premium, if any, need not be made on such
date but may be made on the next succeeding Business Day with the same force and effect as
if made on the date of maturity or the date fixed for redemption or the Interest Payment Date
and no interest) on such payment shall accrue for the period after such date.
Section 408 Headings. Any heading preceding the text of the several articles and
sections hereof, and any table of contents or marginal notes appended to copies hereof, shall
be solely for convenience of reference and shall not constitute a part of this Series Resolution,
nor shall they affect its meaning, construction or effect.
Section 409 Further Authority. The officers of the City, members of the City
Commission and other agents or employees of the City are hereby authorized to do all acts and
things required of them by this Series Resolution for the full, punctual and complete
performance of all of the terms, covenants and agreements contained in the Series 2017 Bonds,
the Bond Purchase Contract, this Series Resolution, the Escrow Deposit Agreement, the Paying
Agent and Bond Registrar Agreement, and in the Continuing Disclosure Agreement.
Section 410 Repeal of Inconsistent Resolutions. All resolutions or parts of resolutions
in conflict herewith are hereby repealed to the extent of such conflict. Further, Resolution No.
16-0374, adopted on July 29, 2016, is hereby rescinded and repealed.
Section 411 Effective Date. This Resolution shall take effect upon its adoption and
signature of the Mayor.'
[End of Article IV]
' 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.
City of Miami Page 20 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017
File ID: 1625
APPROVED AS TO FORM AND CORRECTNESS:
1
i ria i "ndez, ity Attor ey 6/2312017
Enactment Number: R-17-0071
City of Miami Page 21 of 21 File ID: 1625 (Revision: A) Printed on: 8/24/2017