HomeMy WebLinkAboutPre-LegislationFile Number: 07-00774 Final Action Date: 6/14/2007
A RESOLUTION OF THE MIAMI CITY COMMISSION DECLARING THE OFFICIAL
INTENT OF THE CITY OF MIAMI, FLORIDA TO ISSUE LIMITEDAD VALOREM TAX
BONDS IN THE EXPECTED MAXIMUM PRINCIPALAMOUNT OF FIFTY MILLION
DOLLARS ($50,000,000), IN ORDER TO, AMONG OTHER THINGS, REIMBURSE
ITSELF FROM THE PROCEEDS OF SUCH LIMITED AD VALOREM TAX BONDS
FOR FUNDS ADVANCED BY THE CITY FOR CERTAIN EXPENSES INCURRED
WITH RESPECT TO THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF
HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS;
ESTABLISHING CERTAIN RELATED DEFINITIONS OF TERMS; AND
AUTHORIZING CERTAIN INCIDENTAL ACTIONS BY THE CITY MANAGERAND
OTHER APPROPRIATE OFFICERS, EMPLOYEES, AND AGENTS OF THE CITY,
ALLAS REQUIRED FOR PURPOSES OF SECTIONS 103 AND 141-150 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
WHEREAS, United States Treasury Regulations §1.150-2 (the "Reimbursement Regulations")
prescribe conditions under which proceeds of bonds, notes or other obligations ("Bonds") used to
reimburse advances made for capital and certain other expenditures ("Original Expenditures") paid
before the issuance of such Bonds will be deemed to be expended (or properly allocated to
expenditures) for purposes of Sections 103 and 141-150 of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (collectively, the "IRS Code"), upon such
reimbursement so that the proceeds so used will no longer be subject to requirements or restrictions
under those sections of the IRS Code; and
WHEREAS, certain provisions of the Reimbursement Regulations require that there be a
declaration of official intent not later than sixty (60) days following payment of the Original
Expenditures expected to be reimbursed from proceeds of Bonds, and that the reimbursement occur
within certain prescribed time periods after the Original Expenditures are paid or after the property
resulting from that Original Expenditure is placed in service; and
WHEREAS, the City Commission (the "Commission") of the City of Miami, Florida (the "City")
expects to provide for the issuance by the City of its limited ad valorem tax bonds in a principal amount
not to exceed Fifty Million Dollars ($50,000,000) (the "Limited Ad Valorem Tax Bonds") for the
purposes of financing the costs of acquisition, construction and equipping of various Homeland
Defense/Neighborhood Capital Improvements projects, including but not limited to police training
facilities, neighborhood fire stations and training facilities, park and recreation facilities and equipment,
streetscapes, drainage and roadway improvements (collectively, the "Homeland
Defense/Neighborhood Capital Improvement Projects"); and
WHEREAS, in connection with the acquisition, construction, and equipping of the Homeland
Defense/Neighborhood Capital Improvement Projects, the City expects to make Original Expenditures
that will be reimbursed from proceeds of the Limited Ad Valorem Tax Bonds;
City of Miami Page I of 2 File Id: 07-00774 (!Version: 1) Printed On: 611312017
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Resolution: R-07-0354
File Number: 07-00774 Final Action Date: 6/14/2007
A RESOLUTION OF THE MIAMI CITY COMMISSION DECLARING THE OFFICIAL
INTENT OF THE CITY OF MIAMI, FLORIDA TO ISSUE LIMITEDAD VALOREM TAX
BONDS IN THE EXPECTED MAXIMUM PRINCIPALAMOUNT OF FIFTY MILLION
DOLLARS ($50,000,000), IN ORDER TO, AMONG OTHER THINGS, REIMBURSE
ITSELF FROM THE PROCEEDS OF SUCH LIMITED AD VALOREM TAX BONDS
FOR FUNDS ADVANCED BY THE CITY FOR CERTAIN EXPENSES INCURRED
WITH RESPECT TO THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF
HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS;
ESTABLISHING CERTAIN RELATED DEFINITIONS OF TERMS; AND
AUTHORIZING CERTAIN INCIDENTAL ACTIONS BY THE CITY MANAGERAND
OTHER APPROPRIATE OFFICERS, EMPLOYEES, AND AGENTS OF THE CITY,
ALLAS REQUIRED FOR PURPOSES OF SECTIONS 103 AND 141-150 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED.
WHEREAS, United States Treasury Regulations §1.150-2 (the "Reimbursement Regulations")
prescribe conditions under which proceeds of bonds, notes or other obligations ("Bonds") used to
reimburse advances made for capital and certain other expenditures ("Original Expenditures") paid
before the issuance of such Bonds will be deemed to be expended (or properly allocated to
expenditures) for purposes of Sections 103 and 141-150 of the Internal Revenue Code of 1986, as
amended, and the regulations promulgated thereunder (collectively, the "IRS Code"), upon such
reimbursement so that the proceeds so used will no longer be subject to requirements or restrictions
under those sections of the IRS Code; and
WHEREAS, certain provisions of the Reimbursement Regulations require that there be a
declaration of official intent not later than sixty (60) days following payment of the Original
Expenditures expected to be reimbursed from proceeds of Bonds, and that the reimbursement occur
within certain prescribed time periods after the Original Expenditures are paid or after the property
resulting from that Original Expenditure is placed in service; and
WHEREAS, the City Commission (the "Commission") of the City of Miami, Florida (the "City")
expects to provide for the issuance by the City of its limited ad valorem tax bonds in a principal amount
not to exceed Fifty Million Dollars ($50,000,000) (the "Limited Ad Valorem Tax Bonds") for the
purposes of financing the costs of acquisition, construction and equipping of various Homeland
Defense/Neighborhood Capital Improvements projects, including but not limited to police training
facilities, neighborhood fire stations and training facilities, park and recreation facilities and equipment,
streetscapes, drainage and roadway improvements (collectively, the "Homeland
Defense/Neighborhood Capital Improvement Projects"); and
WHEREAS, in connection with the acquisition, construction, and equipping of the Homeland
Defense/Neighborhood Capital Improvement Projects, the City expects to make Original Expenditures
that will be reimbursed from proceeds of the Limited Ad Valorem Tax Bonds;
City of Miami Page I of 2 File Id: 07-00774 (!Version: 1) Printed On: 611312017
File Number: 07-00774 Enactment Number: R-07-0354
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY MIAMI,
FLORIDA:
Section 1. Recitals and Findings. The recitals and findings contained in the Preamble to this
Resolution are adopted by reference and incorporated as if fully set forth in this Section.
Section 2. Definition. The following definition applies to the terms used herein:
"Reimbursement" or "Reimburse" means the restoration to the City of money temporarily advanced
from its own funds and spent for Original Expenditures before the issuance of the Limited Ad Valorem
Tax Bonds, evidenced in writing by an allocation on the books and records of the City that shows the
use of the proceeds of the Limited Ad Valorem Tax Bonds to restore the money advanced for the
Original Expenditures. "Reimbursement" or "Reimburse" generally does not include the refunding or
retiring of Bonds previously issued and sold to, or borrowings from, unrelated entities.
Section 3. Declaration of Official Intent. The Commission hereby declares the City's official intent
to issue the Limited Ad Valorem Tax Bonds in the expected maximum principal amount of Fifty Million
Dollars ($50,000,000) and, to the extent permissible under the IRS Code, use a portion of the Limited
Ad Valorem Bonds to reimburse the City for funds advanced by it for Original Expenditures incurred
and to be incurred with respect to the Homeland Defense/Neighborhood Capital Improvement
Projects. This Resolution is intended as a declaration of official intent under Treasury Regulation §
1.150-2.
Section 4. Incidental Action. The City Manager and other appropriate officers, employees and
agents of the City are hereby authorized to take such actions as may be necessary to carry out the
purpose of this Resolution and the IRS Code.
Section 5. Effective Date. This Resolution shall take effect immediately upon its adoption and
signature of the Mayor.{1}
Footnotes:
{1 } If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar
days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall
become effective immediately upon override of the veto by the City Commission.
City of Miami Page 2 of 2 File Id: 07-00774 (!Version: 1) Printed On: 611312017
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File Number: 09-00200 Enactment Number: R-09-0103
EXCHANGE COMMISSION RULE 15C2-12 AND APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING
DISCLOSURE AGREEMENT WITH RESPECT THERETO SUBJECT TO REVIEW
AND APPROVAL AS TO LEGAL FORM AND CORRECTNESS BY THE CITY
ATTORNEY AND APPOINTING A DISCLOSURE DISSEMINATION AGENT
THEREUNDER; AUTHORIZING ALL REQUIRED ACTIONS; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission") of the City of Miami, Florida (the "City")
enacted Ordinance No. 12137 on October 11, 2001 (the "Initial Ordinance" and, together with this
Resolution, the "Bond Resolution") providing, subject to the bond referendum described below, for the
issuance of bonds of the City in a principal amount not to exceed Two Hundred Fifty -Five Million
Dollars ($255,000,000) (the "Voter Approved Bonds") to be payable from ad valorem taxes to be levied
on all taxable property in the City provided that the millage rate for the Voter Approved Bonds, together
with all other Debt Millage (as defined herein), does not exceed 1.218 mills to pay for homeland
security, neighborhood improvements, capital projects and infrastructure improvements within the City
as therein described (collectively the "Homeland Defense/Neighborhood Capital Improvement
Projects"), authorizing the Homeland Defense/Neighborhood Capital Improvement Projects and calling
for a bond referendum to determine whether the qualified electors of the City approve the issuance of
the Voter Approved Bonds (it being understood that the millage rate limitation described above applies
only to the Voter Approved Bonds, and does not apply to, or in any way affect, the City's obligation to
assess, levy and collect ad valorem taxes, without limitation as to rate or amount, on all taxable
property within the corporate limits of the City, for the payment of the principal of and interest on the
City's full faith and credit general obligation bonds); and
WHEREAS, by bond referendum duly held on November 13, 2001 in accordance with applicable
laws of the State of Florida, the issuance of the Voter Approved Bonds was approved by the qualified
electors of the City; and
WHEREAS, the City Clerk on November 14, 2001 accepted the certification by the Miami -Dade
County Canvassing Board of the results of such bond referendum approving the issuance of the Voter
Approved Bonds; and
WHEREAS, on August 8, 2002, pursuant to the Initial Ordinance and Resolution No. 02-797
adopted by the Commission on July 9, 2002, the City issued its One Hundred and Fifty -Three Million,
One Hundred and Eighty -Six Thousand, Four Hundred and Five Dollars and Eighty -Five Cents
($153,186,405.85) original principal amount of City of Miami, Florida Limited Ad Valorem Tax Bonds,
Series 2002 (Homeland Defense/Neighborhood Capital Improvement Projects) (the "Series 2002
Bonds"), to finance a portion of the costs of the Homeland Defense/Neighborhood Capital
Improvement Projects as the initial series of Voter Approved Bonds; and
WHEREAS, on July 10, 2007, pursuant to the Initial Ordinance and Resolution No. 07-03537
adopted by the Commission on June 14, 2007, the City issued its One Hundred and Three Million,
Sixty Thousand Dollars ($103,060,000) original principal amount of City of Miami, Florida Limited Ad
Valorem Tax Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement
Projects), to refund on an advanced basis a portion of the outstanding Series 2002 Bonds, and its Fifty
Million Dollars ($50,000,000) original principal amount of City of Miami, Florida Limited Ad Valorem Tax
Bonds, Series 2007B (Homeland Defense/Neighborhood Capital Improvement Projects), to finance a
portion of the costs of the Homeland Defense/Neighborhood Capital Improvement Projects, as the
second series of Voter Approved Bonds;
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WHEREAS, the Commission has further determined that it is in the best interest of the City to
proceed at this time with the issuance of the Series 2009 Bonds (as defined herein) as the third series
of Voter Approved Bonds to finance a portion of the costs of the Homeland Defense/Neighborhood
Capital Improvement Projects; and
WHEREAS, the Initial Ordinance provided that the details and other matters with respect to the
issuance of the Voter Approved Bonds would be determined by resolution adopted by the Commission
prior to the time of sale of the Voter Approved Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. Definitions. As used herein, unless the context otherwise requires:
"Accreted Value" means, as of any date of computation with respect to any Capital Appreciation Bond,
an amount equal to the principal amount of such Series 2009 Bond (the principal amount on the date
of original issuance), plus the interest accrued on such Series 2009 Bond from the date of original
issuance to the interest payment date next preceding the date of computation or the date of
computation if an interest payment date, compounded periodically at the times provided for in the
Bond Purchase Agreement, and if such date of computation is not an interest payment date, a portion
of the difference between the Accreted Value as of the immediately preceding interest payment date
(or the date of original issuance if such date of computation is prior to the first interest payment date
succeeding the date of original issuance) and the Accreted Value as of the immediately succeeding
interest payment date, calculated based on the assumption that Accreted Value accrues during any
period in equal daily amounts on the basis of a year of twelve 30 -day months.
"Act" means the Constitution and laws of the State of Florida, including, without limitation, Article VII,
Section 12 of the Constitution, Chapter 166, Florida Statutes, and, to the extent not inconsistent with
and not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of
Miami.
"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 2009 Bonds.
"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.
"Bond Amortization Account" means an account established with the Paying Agent for the deposit of
Amortization Installments, if any.
"Bond Purchase Agreement" means the Bond Purchase Agreement with respect to the Series 2009
Bonds between the Underwriters and the City.
"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 2009 Bonds issued hereunder or to perform other duties with respect to registering the transfer
of the Series 2009 Bonds.
"Bond Resolution" means collectively, the Initial Ordinance and this Resolution.
"Bondholder", "holder" or "registered owner" means the person in whose name any Series 2009 Bond
is registered on the registration books maintained by the Bond Registrar.
"Capital Appreciation Bonds" means any Series 2009 Bond issued under this Resolution as to which
interest is compounded periodically on the interest payment dates designated for compounding in the
Bond Purchase Agreement for such Series 2009 Bonds and payable in an amount equal to the then
current Accreted Value to the date of maturity or redemption prior to maturity as designated in such
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Bond Purchase Agreement and which may be either Serial Bonds or Term Bonds.
"City" means the City of Miami, Florida.
"City Attorney" means the City Attorney of the City or his or her designee.
"City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or her principal
functions.
"City Manager" means the City Manager or his or her designee or the officer succeeding to his or her
principal functions.
"Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or
permanent implementing regulations promulgated or applicable thereunder.
"Commission" means the City Commission of the City.
"Continuing Disclosure Agreement" means the Disclosure Dissemination Agent Agreement
substantially in the form attached to this Resolution as Exhibit "D" hereto to be entered into by the City
and DAC in accordance with Section 15 of this Resolution.
"Credit Facility" means a letter of credit, a line of credit or another credit or liquidity enhancement
facility (other than a municipal bond insurance policy).
"Current Interest Bonds" means Series 2009 Bonds the interest on which is periodically payable to the
Bondholder on the interest payment dates with respect to the Series 2009 Bonds rather than only at
the maturity or redemption thereof.
"DAC" means Digital Assurance Certification, L.L.C.
"Debt Millage" means the ad valorem tax millage levied with respect to voter approved bond referenda,
as of November 13, 2001, excluding the debt millage with respect to the Voter Approved Bonds.
"DTC" means The Depository Trust Company, New York, New York, its successors and assigns.
"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 First Southwest Company.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding
September 30, or such other consecutive 12 -month period as may hereafter be designated as the
fiscal year of 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 of Congress provided that
the obligations of such agency or instrumentality are unconditionally guaranteed as to timely payment
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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.
"Homeland Defense/Neighborhood Capital Improvements Projects" means the portion of the public
safety and neighborhood capital improvements within the City, described in or provided for in the Initial
Ordinance, to be funded in whole or in part with the proceeds of the Series 2009 Bonds, including but
not limited to the capital improvements described in Schedule "A" attached hereto, or such other public
safety and neighborhood capital improvements described in or provided for in the Initial Ordinance as
determined by the City.
"Initial Ordinance" means Ordinance No. 12137 enacted by the Commission on October 11, 2001
providing for the issuance of the Voter Approved Bonds, authorizing the Homeland
Defense/Neighborhood Capital Improvements Projects and calling for a bond referendum.
"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, Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any, and
interest (with respect to Current Interest Bonds) on the Voter Approved Bonds; 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 1.218 mills (it being
understood that this millage rate limitation applies only to the Voter Approved Bonds, and does not
apply to, or in any way affect, the City's obligation to assess, levy and collect ad valorem taxes, without
limitation as to rate or amount, on all taxable property within the corporate limits of the City, for the
payment of the principal of and interest on the City's full faith and credit general obligation bonds).
"Mayor" means the Mayor of the City or in his absence or inability to perform, such member of the
Commission as may be appointed as acting Mayor of the City.
"Maximum Annual Debt Service" means for any Fiscal Year, the largest amount required to be
deposited in the Principal and Interest Account and the Bond Amortization Account, if any, from the
sum of:
(1) The amount required to pay the interest coming due on the Current Interest Bonds during such
Fiscal Year;
(2) The amount required to pay the principal of Serial Bonds and Term Bonds, and the Accreted Value
of Capital Appreciation Bonds for such Fiscal Year; and
(3) The amount required to pay the Amortization Installments for all Term Bonds for such Fiscal Year.
"Official Statement" means that certain Official Statement with respect to the issuance of the Series
2009 Bonds, as such Official Statement shall be approved by the City Manager in accordance with the
provisions of this Resolution.
"Outstanding" or "Series 2009 Bonds outstanding" means all Series 2009 Bonds which have been
issued pursuant to this Resolution except:
(a) Series 2009 Bonds canceled after purchase in the open market or because of payment at or
redemption prior to maturity;
(b) Series 2009 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 2009 Bond, in an amount which, together with earnings
on such Government Obligations, will be sufficient to pay the principal of, Accreted Value (with respect
to the Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) and
redemption premium, if any, on such Series 2009 Bonds at maturity or upon their earlier redemption;
provided that, if such Series 2009 Bonds are to be redeemed before the maturity thereof, notice of
such redemption shall have been given according to the requirements of this Resolution or irrevocable
instructions directing the timely giving of such notice and directing the payment of the principal of,
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Accreted Value (with respect to the Capital Appreciation Bonds) and interest (with respect to Current
Interest Bonds) on such Series 2009 Bonds at such redemption dates shall have been given to the
Paying Agent;
(c) Series 2009 Bonds which are deemed paid pursuant to Section 5.G hereof; and
(d) Series 2009 Bonds in exchange for or in lieu of which other Series 2009 Bonds have been
authenticated and delivered pursuant to this Resolution.
"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 2009 Bonds issued hereunder that shall have agreed to
arrange for the timely payment of the principal of, Accreted Value (with respect to Capital Appreciation
Bonds) redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series
2009 Bonds to the registered owners thereof, from funds made available therefor by the City.
"Principal and Interest Account" means the account established with the Paying Agent pursuant to
Section 8 hereof.
"Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance
of the Series 2009 Bonds, to be dated as of the date of its distribution.
"Resolution" means this resolution authorizing the issuance of the Series 2009 Bonds, as amended
from time to time to the extent permitted hereby.
"Serial Bonds" means all Series 2009 Bonds other than Term Bonds.
"Series 2009 Bond" or "Series 2009 Bonds" means the City of Miami, Florida Limited Ad Valorem Tax
Bonds, Series 2009 (Homeland Defense/Neighborhood Capital Improvement Projects), issued
hereunder in an aggregate principal amount not to exceed Fifty -One Million, Fifty -Five Thousand
Dollars ($51,055,000).
"Term Bonds" means Series 2009 Bonds for which Amortization Installments are established on or
before the date of delivery of the Series 2009 Bonds in accordance with the provisions of this
Resolution.
"Underwriters" means, collectively, Merrill Lynch & Co., Inc., J.P. Morgan Securities Inc., SunTrust
Capital Markets, Inc., Raymond James & Associates, Inc. and Banc of America Securities LLC.
Words in this Resolution importing singular numbers shall include the plural number in each case and
vice versa, and words importing persons shall include firms, corporations or other entities including
governments or governmental bodies. Words of the masculine gender shall be deemed and
construed to include correlative words of the feminine and neuter genders.
Section 2. Findings and Determinations. It is hereby ascertained, determined and declared that:
A. The recitals to this Resolution are hereby incorporated herein as findings and determinations.
B. The Homeland Defense/Neighborhood Capital Improvements Projects consist solely of "capital
projects" as such term is used in Article VII, Section 12 of the Constitution of the State of Florida.
C. In accordance with Section 218.385(1), Florida Statutes, as amended, the Commission hereby
finds, determines and declares, that a negotiated sale of the Series 2009 Bonds is in the best interest
of the City because (1) it is necessary to be able to sell the Series 2009 Bonds when market conditions
are most favorable in order to attain the most favorable interest rates on the Series 2009 Bonds and
(2) 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 2009 Bonds, in order to obtain
the most favorable interest rates available.
Section 3. Contract. In consideration of the acceptance of the Series 2009 Bonds authorized to be
issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed
to be and shall constitute a contract between the City, the Bondholders, the Bond Registrar and the
Paying Agent. The covenants and agreements herein set forth to be performed by the City shall be for
the equal benefit, protection and security of the Bondholders, and all Series 2009 Bonds shall be of
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equal rank and without preference, priority or distinction over any other thereof, except as expressly
provided herein.
Section 4. Authorization of the Series 2009 Bonds; Sale and Award of the Series 2009 Bonds.
A. Subject and pursuant to the provisions of the Initial Ordinance and this Resolution, a third series of
Voter Approved Bonds of the City known as "City of Miami, Florida Limited Ad Valorem Tax Bonds,
Series 2009 (Homeland Defense/Neighborhood Capital Improvement Projects)" are hereby authorized
to be issued in an aggregate principal amount of not exceeding Fifty One Million Fifty -Five Thousand
Dollars ($51,055,000) for the purposes of paying costs of acquisition, construction, and equipping of
the Homeland Defense/Neighborhood Capital Improvement Projects and the costs of issuance of the
Series 2009 Bonds.
B. The City Manager shall determine the aggregate principal amount of the Series 2009 Bonds to be
issued and may determine to issue the Series 2009 Bonds at one time or as needed. In the event that
Capital Appreciation Bonds or similar bonds are issued, only the original principal amount of such
Capital Appreciation Bonds shall be deemed issued on the date of issuance for the purposes of the
maximum amount of each Series authorized to be issued under the Bond Resolution.
C. The City Manager is hereby authorized and directed to award the Series 2009 Bonds to the
Underwriters at a purchase price of not less than ninety-nine percent (99%) (inclusive of underwriters'
discount, but not inclusive of original issue discount; the original issue discount may be such as is
necessary to market and sell the Series 2009 Bonds) of the original principal amount of the Series
2009 Bonds and at a true interest cost rate ("TIC") of the Series 2009 Bonds not to exceed seven
percent (7.0%) per annum (the "Maximum TIC"). The Series 2009 Bonds shall be dated such date,
shall be issued in such principal amount, shall bear interest from the date thereof, payable on the first
day of January and July of each year (with respect to Current Interest Bonds), commencing on such
date, at the rates, and shall mature on the first day of January of each year in accordance with the
maturity schedule but not later than thirty (30) years from October 11, 2001, be issued as either
Current Interest Bonds or Capital Appreciation Bonds and as Serial Bonds and/or Term Bonds and, if
such Series 2009 Bonds are issued as Term Bonds, be subject to such Amortization Installments by
operation of the Bond Amortization Account, all as such dates, principal amount, rates, Accreted
Values, maturity schedule and Amortization Installments may be approved and determined by the City
Manager and set forth in the Bond Purchase Agreement, with the execution and delivery of the Bond
Purchase Agreement as described in Section 6 hereof being conclusive evidence of the City's
approval, provided that the TIC shall not exceed the Maximum TIC.
Section 5. Terms, Redemption and Form of Series 2009 Bonds.
A. The Series 2009 Bonds shall be issued as fully registered bonds in the denomination of $5,000
each or any integral multiple thereof (or $5,000 Accreted Value at Maturity with respect to Capital
Appreciation Bonds) and the Series 2009 Bonds shall be numbered consecutively from 1 upward
preceded by the letter "R " with respect to Current Interest Bonds, and preceded by the letters " RCA "
with respect to Capital Appreciation Bonds. The principal of and redemption premium, if any, on the
Series 2009 Bonds shall be payable upon presentation and surrender at the designated office of the
Paying Agent. Interest on the Current Interest Bonds shall be paid by check or draft drawn upon the
Paying Agent and mailed to the registered owners of such Series 2009 Bonds at the addresses as
they appear on the registration books maintained by the Bond Registrar at the close of business on
the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest
payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 2009 Bonds
subsequent to such Record Date and prior to such interest payment date, unless he City shall be in
default in payment of interest due on such interest payment date; provided, however, that (i) if
ownership of Series 2009 Bonds is maintained in a book -entry only system by a securities depository,
such payment may be made by automatic funds transfer (wire) to such securities depository or its
nominee or (ii) if such Series 2009 Bonds are not maintained in a book -entry only system by a
securities depository, upon written request of the holder of One Million Dollars ($1,000,000) or more in
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principal amount of Series 2009 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 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. 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 2009 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 2009 Bonds not less than fifteen (15) days
preceding such special record date. Such notice shall be mailed to the persons in whose names the
Series 2009 Bonds are registered at the close of business on the fifth (5th) day (whether or not a
business day) preceding the date of mailing.
B. The Series 2009 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 2009 Bonds and attested to by
the City Clerk. In addition, the City Attorney or any designated Deputy City Attorney or any designated
Assistant City Attorney shall sign the Series 2009 Bonds, showing approval as to the form and
correctness thereof. The signatures of the City Manager, the City Clerk and the City Attorney on the
Series 2009 Bonds may be by facsimile. If any officer whose signature appears on the Series 2009
Bonds ceases to hold office before the delivery of the Series 2009 Bonds, his signature shall
nevertheless be valid and sufficient for all purposes. In addition, any Series 2009 Bond may bear the
signature of, or may be signed by, such persons as at the actual time of execution of such Series 2009
Bond shall be the proper officers to sign such Series 2009 Bond although at the date of such Series
2009 Bond or the date of delivery thereof such persons may not have been such officers.
C. Only such of the Series 2009 Bonds as shall have endorsed thereon a certificate of authentication
substantially in the form hereinafter set forth in Section 5.K hereof, duly manually executed by the
Bond Registrar, shall be entitled to any right or benefit under the Bond Resolution. No Series 2009
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 2009 Bond shall be conclusive evidence that such Series 2009 Bond has been duly
authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication
on any Series 2009 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 2009 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
esolution, theeries 2009 Bonds shall be utheticated by the manual signature of the Finance Director,
and the registered owner of ay Series 2009 and so authenticated shall be entitled to the benefits of the
Bond Resolution.
D. Any Series 2009 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 his attorney-in-fact or legal representative,
containing written instructions as to the details of the transfer of such Bond, along with the social
security number or federal employer identification number of such transferee. In all cases of a transfer
of a Series 2009 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 2009 Bond or Series 2009 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 2009 Bonds may be exchanged
at the office of the Bond Registrar for a like aggregate principal amount of Series 2009 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 2009 Bond an
amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other
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Enactment Number: R-09-0103
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 2009 Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any
Series 2009 Bond as the absolute owner of such Series 2009 Bond for the purpose of receiving
payment of the principal thereof, Accreted Value (with respect to Capital Appreciation Bonds) and the
interest (with respect to Current Interest Bonds) and redemption premium, if any, thereon. The Series
2009 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal
amount of Series 2009 Bonds or other authorized denomination of the same Series and maturity.
E. If any Series 2009 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its
discretion (i) deliver a duplicate replacement Series 2009 Bond, or (ii) pay a Series 2009 Bond that has
matured or is about to mature. A mutilated 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 2009 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 2009 Bond shall constitute an original contractual obligation on the part of
the City whether or not the destroyed, stolen or lost Series 2009 Bond be at any time found by anyone,
and such duplicate Series 2009 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 2009 Bond so mutilated, destroyed, or stolen or lost.
F. The Series 2009 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 and approved by the City Manager
pursuant to the authority described herein; provided, however that redemption premium, if any, for an
optional redemption of the Series 2009 Bonds shall not exceed two percent (2%) of the aggregate
principal amount of Series 2009 Bonds called for redemption. Notice of redemption shall be given by
deposit in the U.S. mails 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 2009 Bonds or portions of the Series
2009 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 2009 Bond, or any defect therein, shall not affect the validity of the proceedings for
redemption of any Series 2009 Bond or portion thereof with respect to which no failure or defect
occurred.
Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 2009
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 2009 Bonds then outstanding shall be
called for redemption, the distinctive Series, numbers and letters, including CUSIP numbers, if any, of
such Series 2009 Bonds to be redeemed and, in the case of Series 2009 Bonds to be redeemed in
part only, the portion of the principal amount thereof to be redeemed. If any Series 2009 Bond is to be
redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or
after the redemption date, upon surrender of such Series 2009 Bond, a new Series 2009 Bond or
Series 2009 Bonds of the same Series in a principal amount equal to the unredeemed portion of such
Series 2009 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
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Enactment Number: R-09-0103
notice of such rescission to the affected Bondholders. Any Series 2009 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 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 2009
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 2009 Bond receives such notice.
The Bond Registrar shall not be required to transfer or exchange any Series 2009 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 Section 55 above,
the Series 2009 Bonds or portions of Series 2009 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 2009 Bonds or portions of Series 2009 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
Paying Agent or other Authorized Depository in trust for the registered owners of the Series 2009
Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Series
2009 Bonds or portions of Series 2009 Bonds so called for redemption shall cease to accrue, such
Series 2009 Bonds and portions of Series 2009 Bonds shall cease to be entitled to any lien, benefit or
security under this Bond Resolution and shall be deemed paid hereunder, and the registered owners
of such Series 2009 Bonds or portions of Series 2009 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 2009 Bonds for any unredeemed portions of the Series 2009 Bonds.
H. In case part but not all of an outstanding fully registered Series 2009 Bond shall be selected for
redemption, the registered owners thereof shall present and surrender such Series 2009 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 2009 Bonds so surrendered, a Series 2009
Bond or Series 2009 Bonds of the same Series fully registered as to principal and interest.
I. Series 2009 Bonds or portions of Series 2009 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, Accreted Value (with respect to Capital Appreciation Bonds) redemption premium,
if any, and interest (with respect to Current Interest Bonds) 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
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 2009 Bonds and, to the extent provided in
the preceding subsection, to receive Series 2009 Bonds of the same Series for any unredeemed
portion of the Series 2009 Bonds.
J. If the date for payment of the principal (Accreted Value) of, redemption premium, if any, or interest
on the Series 2009 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.
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K. The text of the Series 2009 Bonds, the authentication certificate to be endorsed thereon and the
form of assignment for such Series 2009 Bonds shall be substantially in the following form, with such
omissions, insertions and variations as may be necessary or desirable and authorized by this
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:
[Form of Series 2009 Bond]
[INSERT THE FOLLOWING ONLY FOR CURRENT INTEREST BONDS]
[No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI, FLORIDA
LIMITED AD VALOREM TAX BOND, SERIES 2009
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS)
Interest Rate Maturity Date Dated Date CUSIP
% January 1,
Registered Owner:
Principal Amount: Dollars
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to
the Registered Owner identified above, or to registered assigns or legal representatives, to the extent
and from the sources provided therefor, as described herein, on the Maturity Date identified above (or
earlier as hereinafter provided), the Principal Amount identified above, upon presentation and
surrender hereof at the designated office of U.S. Bank National Association in , Florida, as
the Paying Agent for the Series 2009 Bonds, or any successor Paying Agent appointed by the City
pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources
herein described, interest on the principal sum from the date hereof, or from the most recent interest
payment date to which interest has been paid, at the Interest Rate per annum identified above, until
payment of the Principal Amount, or until provision for the payment thereof has been duly provided for,
such interest being payable semiannually on the first day of January and the first day of July of each
year, commencing on 1, 200_. Interest will be paid on each such interest payment
date by check or draft mailed to the Registered Owner hereof at his address as it appears on the
registration books of the City maintained by the Bond Registrar for the Series 2009 Bonds, at the close
of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the
interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series
2009 Bond subsequent to each 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. In the event of any such
default, such defaulted interest shall be payable to the person in whose name such Series 2009 Bond
is 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 Bond Registrar
to the Registered Owners of Series 2009 Bonds not less than fifteen (15) days preceding such special
record date. Such notice shall be mailed to the persons in whose names the Series 2009 Bonds are
registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the
date of mailing.]
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
[No. RCA- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
City of Miami Page 11 of 22 File Id: 09-00200 (!Version: 2) Printed On: 611312017
File Number: 09-00200 Enactment Number: R-09-0103
CITY OF MIAMI, FLORIDA
LIMITED AD VALOREM TAX BOND, SERIES 2009
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS)
Interest Rate Maturity Date Original Issue Date CUSIP
% January 1,
Registered Owner:
Principal Amount: Dollars
Amount Due at Maturity: Dollars
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to
the Registered Owner identified above, or to registered assigns or legal representatives, to the extent
and from the sources provided therefor, as described herein, on the Maturity Date identified above (or
earlier as hereinafter provided), the Amount Due at Maturity identified above, upon presentation and
surrender hereof at the designated office of U.S. Bank National Association in , Florida,
as the Paying Agent for the Series 2009 Bonds, or any successor Paying Agent appointed by the City
pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources
herein described, interest on the principal sum from the Original Issue Date set forth above, at the
Interest Rate per annum identified above, compounded on the first day of January and July of each
year until payment of the Principal Amount Due at Maturity or until provision for the payment thereof
has been duly provided for. The principal amount hereof plus interest so compounded to any earlier
date shall be the Accreted Value of this bond as of such date. A schedule setting forth the Accreted
Values of this bond as of January 1 and July 1 of each year for each Five Thousand Dollars ($5,000)
of amount due at maturity appears at the end of this bond.]
This Series 2009 Bond is one of an authorized issue and series of bonds in the aggregate principal
amount of $ (the "Series 2009 Bonds") of like date, tenor and effect, except as to
number, maturity and interest rate, issued to pay the cost of acquisition, construction and equipping of
certain homeland defense/neighborhood capital improvements within the City and to pay costs of
issuance of the Series 2009 Bonds, pursuant to the authority of and in full compliance with the
Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the
Constitution, Chapter 166, Florida Statutes, to the extent not inconsistent with and not repealed by the
provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137
duly enacted by the City on October 11, 2001 (the 'Initial Ordinance") and Resolution No. 09- duly
adopted by the City on _, 2009 (the Initial Ordinance and Resolution 09- being
collectively, the 'Bond Resolution"), and other applicable provisions of law. This Series 2009 Bond is
subject to all the terms and conditions of the Bond Resolution, and capitalized terms not otherwise
defined herein shall have the same meanings ascribed to them in the Bond Resolution.
This Series 2009 Bond shall not be or constitute a general indebtedness within the meaning of any
constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem
taxes other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment
thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florida or any
political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the
Limited Ad Valorem Tax) is pledged to the payment of this Series 2009 Bond, and it is expressly
agreed by the Registered Owner of this Series 2009 Bond that, except for the Limited Ad Valorem Tax,
such Registered Owner shall never have the right to compel the exercise of the ad valorem taxing
power of the City or taxation in any form on any real or personal property for the payment of the
principal of, Accreted Value (with respect to Capital Appreciation Bonds) and interest (with respect to
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File Number: 09-00200
Enactment Number: R-09-0103
Current Interest Bonds) on this Series 2009 Bond or for the payment of any other amounts provided
for in the Bond Resolution.
The Series 2009 Bonds are special limited obligations of the City payable from (i) the Limited Ad
Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the extent provided in
the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available
non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the
Principal and Interest Account and the Bond Amortization Account is sufficient to pay the principal of,
Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any and interest
(with respect to Current Interest Bonds) on the Series 2009 Bonds then due and payable; provided,
however, that not more than ten percent (10%) of the Maximum Annual Debt Service on the Series
2009 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. In the event of a
deficiency in the amount of ad valorem taxes collected to pay the principal of and interest on the City's
full faith and credit general obligation bonds issued prior to November 13, 2001, or issued to refund
general obligation bonds issued prior to November 13, 2001, revenues collected from the levy of the
Limited Ad Valorem Tax shall be applied to cure any such deficiency.
Reference is made to the Bond Resolution for the provisions, among others, relating to the terms, lien
and security for the Series 2009 Bonds, the custody and application of the proceeds of the Series
2009 Bonds, the rights and remedies of the holders of the Series 2009 Bonds, and the extent of and
limitations on the City's rights, duties and obligations, to all of which provisions the registered owner
hereof assents by acceptance hereof.
[INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE SERIES 2009 BONDS ARE
SUBJECT TO REDEMPTION]
[The Series 2009 Bonds maturing January 1, are subject to mandatory redemption prior to
maturity, in part, as selected by lot, at a redemption price of 100% of the principal amount thereof on
January 1, and on each January 1 thereafter in the following principal amounts:
Date Principal Amount
* Maturity.]
[The Series 2009 Bonds maturing on 1, and thereafter shall be [further] subject to
redemption prior to their maturity, at the option of the City on or after 1, , as a
whole or in part at any time (selected by the City among maturities and by lot within a maturity), at the
redemption prices (expressed as percentages of principal amount) set forth in the following table, plus
accrued interest from the most recent interest payment date to the redemption date:
Redemption Periods (Both Dates Inclusive) Redemption Prices
January 1, through December 31, %
January 1, and thereafter]
[Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at
least thirty (30) days prior to the date fixed for redemption to the registered owner of each Series 2009
Bond to be redeemed at the address shown on the registration books maintained by the City, as Bond
Registrar, or any successor Bond Registrar appointed by the City pursuant to the Bond Resolution.
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File Number: 09-00200
Enactment Number: R-09-0103
Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not affect the
validity of the proceedings for the redemption of any Series 2009 Bond or portion thereof with respect
to which no such failure or defect has occurred. All such Series 2009 Bonds called for redemption and
for the retirement of which funds are duly provided will cease to bear interest on such redemption
date.]
This Series 2009 Bond may be transferred upon the registration books of the City 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 registered owner of this Series 2009 Bond or by his attorney-in-fact or legal
representative, containing written instructions as to the details of transfer of this Bond, along with the
social security number or federal employer identification number of such transferee. In all cases of a
transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in accordance
with the provisions of the Bond Resolution 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 2009 Bond
or Series 2009 Bonds of the same maturity and of authorized denomination or denominations, for the
same aggregate principal amount and payable from the same source of funds. Series 2009 Bonds
may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series
2009 Bonds, of authorized denominations of the same series and maturity. The City and the Bond
Registrar may charge the owner of such Series 2009 Bond for the registration of every transfer or
exchange of a Series 2009 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
2009 Bond shall be delivered.
If the date for payment of the principal of, redemption premium, if any, or interest on this Series 2009
Bond 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.
The City has established a book -entry system of registration for the series of Series 2009 Bonds of
which this is one. Except as specifically provided otherwise in the Bond Resolution, an agent will hold
this Series 2009 Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of
purchase, delivery or transfer, the beneficial owner of this Series 2009 Bond shall be deemed to have
agreed to such arrangement.
It is hereby certified and recited that this Series 2009 Bond is authorized by and is issued in conformity
with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions
and things required to exist, to happen, and to be performed precedent to the issuance of this Series
2009 Bond exist, have happened and have been performed in regular and due form and time as
required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the
Series 2009 Bonds of this issue does not violate any constitutional or statutory limitation or provision;
that due provision has been made for the levy and collection of the Limited Ad Valorem Tax upon all
taxable property within the corporate limits of the City (excluding exemptions as provided by applicable
law), to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds), redemption
premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds as the
same shall become due and payable, which tax shall be assessed, levied and collected at the same
time and in the same manner as other ad valorem taxes are assessed, levied and collected within the
corporate limits of the City.
This Series 2009 Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Bond Resolution until the Certificate of Authentication endorsed hereon
shall have been manually signed by the Bond Registrar.
This Series 2009 Bond is and has all the qualities and incidents of, an investment security under the
City of Miami Page 14 of 22 File Id: 09-00200 (!Version: 2) Printed On: 611312017
File Number: 09-00200
Enactment Number: R-09-0103
Uniform Commercial Code -Investment Securities Law of the State of Florida.
IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2009 Bond and has
caused the same to be signed by its City Manager and attested and countersigned by its City Clerk,
either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its
seal to be reproduced hereon as of the date hereof.
(SEAL)
CITY OF MIAMI, FLORIDA
By:
Pedro G. Hernandez, City Manager
ATTESTED AND COUNTERSIGNED:
By
Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS
By:
Julie O. Bru, City Attorney
CERTIFICATE OF AUTHENTICATION
This Series 2009 Bond is one of the Series 2009 Bonds and executed under the provisions of the
within mentioned Bond Resolution.
U.S. BANK NATIONAL ASSOCIATION,
as Bond Registrar
By:
Authorized Officer
Date of Authentication:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Series 2009 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to register the transfer of the within Series 2009 Bond on the books kept for registration
and registration of transfer thereof, with full power of substitution in the premises.
Date:
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Signature Guaranteed:
Enactment Number: R-09-0103
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a
member firm of any other recognized national securities exchange or a commercial bank or a trust
company. NOTICE: No transfer will be registered and no new
Series 2009 Bond will be issued in the name of the Transferee, unless the signature(s) to this
assignment correspond(s) with the name as it appears upon the face of the within Series 2009 Bond in
every particular, without alteration or enlargement or any change whatever and the Social Security or
Federal Employer Identification Number of the Transferee is supplied.
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
TABLE OF ACCRETED VALUES
Date Accreted Values
[End of Form of Series 2009 Bond]
Section 6. Authorization and Approval of Bond Purchase Agreement. The execution and delivery
of the Bond Purchase Agreement is hereby authorized and approved. The Commission hereby
authorizes and directs the City Manager, subject to review and approval as to form and correctness by
the City Attorney, to determine the final provisions of the Bond Pucase Agreement, within the
parameters for the Series 2009 Bonds set forth in Sections 4.C. and 5.F. of this Resolution. Upon
compliance by the Underwriters with the requirements of Section 218.385(2) and (3), Florida Statutes,
and Section 218.385(6), Florida Statutes, by filing the "truth -in -bonding statement" and the "isclosure
statement" required by said statutory provisions, the City Manager, is hereby authorized to execute
and the City Clerk is hereby authorized to attest to, seal and deliver he Bond Purchase Agreement in
substantially the form approved at this meeting and attached hereto as Exhibit "A", subject to such
changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved
and made by the ity Manager upon the advice of the City Attorney, the City's Bond Counsel and the
City's Financial Advisor. The execution, attestation and delivery of the Bond Purchase 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.
Section 7. Authorization and Approval of Negotiated Sale of the Series 2009 Bonds. Based on the
findings set forth in Section 2.C. hereof, the Commission hereby approves the negotiated sale of the
Series 2009 Bonds to the Underwriters, and the Series 2009 Bonds shall be sold and awarded to the
Underwriters, upon the terms and conditions set forth herein and as set forth in the Bond Purchase
Agreement.
Section 8. Application of Series 2009 Bond Proceeds.
A. The proceeds, including accrued interest and premium, if any, received from the sale of the Series
2009 Bonds shall be applied by the City, simultaneously with delivery of the Series 2009 Bonds, as
follows:
1. Accrued interest, if any, shall be deposited in the Principal and Interest Account and the Paying
Agent shall apply such moneys to pay interest on the Series 2009 Bonds which constitute Current
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Interest Bonds as the same becomes due.
2. An amount set forth in the Proceeds Certificate shall be deposited in a separate account
designated "City of Miami 2009 Limited Ad Valorem Tax Bonds Construction Account" (the
"Construction Account") which is hereby established with the City and shall be disbursed to pay the
costs of the Homeland Defense/Neighborhood Capital Improvements Projects. Any balance remaining
after payment or provision for payment of such costs of the Homeland Defense/Neighborhood Capital
Improvements Projects shall be transferred to the Paying Agent for deposit in the Principal and Interest
Account and the Bond Amortization Account, if any, and used solely to pay principal of, Accreted Value
(with respect to Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds),
and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds. Any investment
income earned with respect to deposits in the Construction Account may be used, at the option of the
City, to pay costs of the Homeland Defense/Neighborhood Capital Improvements Projects or may be
transferred to the Paying Agent for deposit in the Principal and Interest Account and used to pay
interest on the Series 2009 Bonds which constitute Current Interest Bonds.
3. The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a
separate account designated "City of Miami 2009 Limited Ad Valorem Tax Bonds Cost of Issuance
Account" which is hereby established with the City and shall be disbursed for payment of expenses
incurred in issuing the Series 2009 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 either the
Construction Account for the payment of costs of the Homeland Defense/Neighborhood Capital
Improvement Projects or to the Paying Agent for deposit in the Principal and Interest Account and the
Bond Amortization Account, if any, and used solely to pay principal of, Accreted Value (with respect to
Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), and interest (with
respect to Current Interest Bonds) on the Series 2009 Bonds.
C. In the event any portion of the Series 2009 Bonds are issued as Term Bonds, there is hereby
established with the Paying Agent, an account designated "City of Miami 2009 Limited Ad Valorem Tax
Bonds Amortization Account" (the "Bond Amortization Account") in which amounts are to deposited to
pay the Amortization Installments on such Term Bonds.
Section 9. Investment of Series 2009 Bond Proceeds and Other Moneys. The proceeds of the
Series 2009 Bonds and other moneys held under the provisions of this Resolution may be invested by
the City and, with respect to the Principal and Interest Account and the Bond Amortization Account, if
applicable, shall be invested by the Paying Agent at the direction of the Finance Director, in such
investments as are permitted by applicable law.
Section 10. Levy of Limited Ad Valorem Tax; Payment and Pledge. In each Fiscal Year while any
of the Series 2009 Bonds are Outstanding, the City shall assess, levy and collect the Limited Ad
Valorem Tax to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds),
Amortization Installments (with respect to Term Bonds), and interest (with respect to Current Interest
Bonds) on the Series 2009 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, Accreted Value (with respect to Capital
Appreciation Bonds), Amortization Installments (with respect to Term Bonds), redemption premium, if
any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds; provided,
however, that in the event of a deficiency in the amount of ad valorem taxes collected to pay the
principal of and interest on the City's full faith and credit general obligation bonds issued prior to
November 13, 2001 or issued to refund general obligation bonds issued prior to November 13, 2001,
revenues collected from the levy of the Limited Ad Valorem Tax shall be applied to cure any such
deficiency. At least two (2) Business Days prior to each interest or principal payment date for the
Series 2009 Bonds, the City shall transfer to the Paying Agent for deposit in the Principal and Interest
Account and the Bond Amortization Account, if applicable, an amount sufficient to pay the principal of,
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Accreted Value (with respect to Capital Appreciation Bonds) Amortization Installments (with respect to
Term Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on the
Series 2009 Bonds then due and payable and the Paying Agent is hereby authorized and directed to
apply such funds to said payment.
The Series 2009 Bonds shall not be or constitute a general indebtedness within the meaning of any
constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem
taxes other than the Limited Ad Valorem Tax for the payment thereof. Neither the full faith and credit
nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof
(except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to
the payment of the Series 2009 Bonds, and registered owners of the Series 2009 Bonds shall never
have the right to compel the exercise of the ad valorem taxing power of the City (except for the Limited
Ad Valorem Tax) or taxation in any form on any real or personal property for the payment of the
principal of, Accreted Value (with respect to Capital Appreciation Bonds) and interest (with respect to
Current Interest Bonds) on the Series 2009 Bonds or for the payment of any other amounts provided
for in this Resolution.
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 11. Covenant to Budget and Appropriate. The City hereby covenants and agrees to the
extent permitted by and in accordance with applicable law and budgetary processes, to prepare,
approve and appropriate in its annual budget for each Fiscal Year, by amendment if necessary, and to
transfer to the Paying Agent for deposit to the Principal and Interest Account and the Bond
Amortization Account, if applicable, legally available non -ad valorem revenues of the City in an amount
which, together with the amounts on deposit from the Limited Ad Valorem Tax in the Principal and
Interest Account and the Bond Amortization Account, if any, is sufficient to pay the principal of,
Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to
Term Bonds), if any, redemption premium, if any, and interest (with respect Current Interest Bonds) on
the Series 2009 Bonds then due and payable; provided, however, the amount of non -ad valorem
revenues budgeted and appropriated with respect to the Series 2009 Bonds in any such Fiscal Year
shall not exceed ten percent (10%) of the Maximum Annual Debt Service on the Series 2009 Bonds.
Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of
legally available non -ad valorem revenues shall be cumulative, and shall continue until such legally
available non -ad valorem revenues in amounts sufficient to make all required payments hereunder as
and when due, including any delinquent payments, shall have been budgeted, appropriated and
actually paid into the appropriate funds and accounts hereunder; provided, however, amounts so
budgeted and appropriated shall not exceed ten percent (10%) of the Maximum Annual Debt Service
on the Series 2009 Bonds in any given Fiscal Year. Such covenant shall not constitute a lien, either
legal or equitable, on any of the City's legally available non -ad valorem revenues or other revenues,
nor shall it preclude the City from pledging in the future any of its legally available non -ad valorem
revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim on the
legally available non -ad valorem revenues. The obligation of the City under this Section 11 shall be
secured only by the legally available non -ad valorem revenues actually budgeted and appropriated and
transferred to the Paying Agent for deposit in the Principal and Interest Account or the Bond
Amortization Account, as provided herein. The City may not expend moneys not appropriated or in
excess of its current budgeted revenues. The obligation of the City to budget, appropriate and to
make payments hereunder from its legally available non -ad valorem revenues is subject to the
availability of legally available non -ad valorem revenues after satisfying funding requirements for
obligations having an express lien on or pledge of such revenues and after satisfying funding
requirements for essential governmental services of the City.
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Section 12. Compliance with Tax Requirements. The City hereby covenants and agrees, for the
benefit of the holders from time to time of the Series 2009 Bonds, to comply with the requirements
applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on
the Series 2009 Bonds from gross income for federal income tax purposes. Specifically, without
intending to limit in any way the generality of the foregoing, the City covenants and agrees:
A. to pay to the United States of America from any legally available funds, at the times required
pursuant to Section 148(f) of the Code, the excess of the amount earned on all nonpurpose
investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been
earned if such non -purpose investments were invested at a rate equal to the yield on the Series 2009
Bonds, plus any income attributable to such excess (the "Rebate Amount");
B. to maintain and retain all records pertaining to and to be responsible for making or causing to be
made all determinations and calculations of the Rebate Amount and required payments of the Rebate
Amount as shall be necessary to comply with the Code;
C. to refrain from using proceeds from the Series 2009 Bonds in a manner that would cause the
Series 2009 Bonds or any of them, to be classified as private activity bonds under Section 141(a) of
the Code; and
D. to refrain from taking any action that would cause the Series 2009 Bonds, or any of them, to
become arbitrage bonds under Section 148 of the Code or hedge bonds under Section 149(g) of the
Code.
The City understands that the foregoing covenants impose continuing obligations on the City to comply
with the requirements of the Code so long as such requirements are applicable.
Section 13. Approval of Form of Paving Agent and Registrar Agreement; Appointment of Paving
Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement
is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager,
subject to review and approval by the City Attorney as to legal form and correctness, 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, the City's Bond
Counsel and the City's Financial Advisor. 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. U.S. Bank National
Association is hereby appointed as the initial Paying Agent and the initial Bond Registrar for the Series
2009 Bonds.
Section 14. Preliminary Official Statement; Official Statement. The use of a Preliminary Official
Statement in connection with the marketing of the Series 2009 Bonds is hereby authorized. The
Preliminary Official Statement in substantially the form attached hereto as Exhibit "C" 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, the
City's Disclosure Counsel and the City's Financial Advisor. The City Manager is hereby authorized to
approve and execute, on behalf of the City, an Official Statement relating to the Series 2009 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, the City's Bond Counsel,
the City's Disclosure Counsel and the City's Financial Advisor, may approve. 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
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the payment of the cost of such printing is hereby authorized to be paid from the proceeds of the
Series 2009 Bonds as a cost of issuance.
Section 15. Continuina Disclosure. For the benefit of the holders and beneficial owners from
time to time of the Series 2009 Bonds, the City agrees, in accordance with and as the only obligated
person with respect to the Series 2009 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 "D", 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, the
City's Disclosure Counsel and the City's Financial Advisor. Digital Assurance Certification, L.L.C., 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 Resolution, any failure by the City to comply
with any provisions of the Continuing Disclosure Agreement or this Section 15 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, the City's Disclosure Counsel, and the City's Financial Advisor. 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 16. Municipal Bond Insurance and/or Credit Facility: In order to produce the lowest true
interest cost possible for the Series 2009 Bonds or any portion thereof, the City Manager is hereby
authorized to secure a municipal bond insurance policy or policies and/or Credit Facility with respect to
any or all of the Series 2009 Bonds, if, after consultation with the Finance Director and the Financial
Advisor, the City Manager determines that obtaining such municipal bond 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 municipal bond insurance policy and/or costs of the Credit Facility
from the proceeds of the issuance of the Series 2009 Bonds and to enter into such agreements as
may be necessary to secure such municipal bond 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's Financial Advisor, the City Attorney and the City's Bond Counsel in connection with any such
agreement(s). The provisions of any such agreement(s) shall supersede any inconsistent provision of
this Resolution.
Section 17. Further Authorizations. The Mayor, the City Manager, 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 Mayor or the City Manager (or regarding legal matters by the City Attorney) are
each designated as agents of the City in connection with the issuance and delivery of the Series 2009
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
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desirable in connection with the execution and delivery of the Series 2009 Bonds and the negotiated
sale thereof to the Underwriters, and which are specifically authorized or are not inconsistent with the
terms and provisions of this Resolution, the Bond Purchase Agreement, the Continuing Disclosure
Agreement, the Paying Agent and Registrar Agreement, or any action relating to the Series 2009
Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with
the responsibility for the issuance of the Series 2009 Bonds.
Section 18. Modification or Amendment. After the issuance of the Series 2009 Bonds, no
modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental
hereto materially adverse to the Bondholders 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
2009 Bonds; provided, however, if the Series 2009 Bonds are insured by a municipal bond insurance
policy and/or by a Credit Facility, the issuer of such policy and/or Credit Facility shall have the right to
consent to modifications and amendments to this Resolution in lieu of the Bondholders, but no
modification or amendment shall permit a change (a) in the maturity of the Series 2009 Bonds or a
reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 2009
Bond, (c) that would affect the unconditional promise of the City to levy and collect the Limited Ad
Valorem Tax as herein provided, or (d) that would reduce such percentage of registered owners of the
Series 2009 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 2009 Bonds
owned by or held for the account of the City, directly or indirectly, shall not be counted.
Section 20. Defeasance and Release. If, at any time after the date of issuance of the Series
2009 Bonds (a) all Series 2009 Bonds secured under the Bond Resolution or any maturity thereof shall
have become due and payable in accordance with their terms or otherwise as provided in this
Resolution, or shall have been duly called for redemption, or the City shall have given irrevocable
instructions directing the payment of the principal of, Accreted Value (with respect to the Capital
Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds)
on such Series 2009 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, Accreted Value (with respect to the Capital
Appreciation Bonds), redemption premium, if any, and the interest (with respect to Current Interest
Bonds) so due and payable upon all of such Series 2009 Bonds then Outstanding or any portion of
such Series 2009 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, Accreted Value
(with respect to the Capital Appreciation Bonds), redemption premium, if any, and interest (with
respect to Current Interest Bonds) on said Series 2009 Bonds at the maturity thereof or the date upon
which such Series 2009 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, this Resolution shall be, continue and remain in full force and effect. Notwithstanding
anything in this Section 20 to the contrary, however, the obligations of the City under Section 12 hereof
shall remain in full force and effect until such time as such obligations are fully satisfied.
Section 21. Severability. If any of the covenants, agreeents or provisions of this Resolution sall
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
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the remaining covenants, agreements or provisions of this Resolution or of the Series 2009 Bonds
issued hereunder.
Section 22. No Third Party Beneficiaries. Except as herein otherwise expressly provided,
nothing in this 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 2009 Bonds, the
Bond Registrar and the Paying Agent, any right, remedy or claim, legal or equitable, under or by
reason of this Resolution or any provision hereof, this 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 2009 Bonds, the Bond Registrar and the Paying Agent.
Section 23. Controllina Law: Members of Commission or Citv Not Liable. This 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 herein 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 individual capacity, and neither the members of the
Commission nor any official executing the Series 2009 Bonds shall be liable personally on the Series
2009 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 24. 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 2009 Bonds for 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 2009 Bonds, utilization of electronic book entry data received from
DTC in place of actual delivery of Series 2009 Bonds and provisions of notices with respect to Series
2009 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 25. Effective Date. This Resolution shall be effective immediately upon its adoption and
signature of the Mayor.{1}
Footnote:
{1 } If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become
effective immediately upon override of the veto by the City Commission.
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