HomeMy WebLinkAboutItem K-1 Resolution: Revenue BondsCi t~ o. f~I ~l iami ~ard ~ens
1515-200 NW 167~' Street
Miami Gardens, Florida 33169
Mayor Shirley Gibson
Vice Mayor Oscar Braynon II
Councilman Melvin L. Bratton
Councilman Aaron Campbell
Councilman Andre L. Williams
Councilwoman Sharon Pritchett
Councilwoman Barbara Watson
~~i~l VLVlvl
To: Mayor and City Council
From: Dr. Danny O. Crew
City Manager
Date: January 5, 2007
Re: Capital financing needs Ordinances and Resolution
The City needs financing to acquire police and public works facilities. The City requested
proposals on financing these capital facilities.
The proposal document RFP#06-07-005 was advertised on November 11, 2006. A broadcast
notice was sent to 773 firms. Twenty-five proposal packages were requested. Five responses
were received and opened on November 16, 2006. The five responses offered 18 options.
Chris Wallace and I met as the selection committee for the Financing RFP on Tuesday
afternoon. Pam Thompson, was also in attendance.
After considering the responses and the City's needs, the Committee has ranked the proposals
in the following order:
$4.4 million capital facility:
Rank Firm
1 Sun Trust Leasing Alternate
$14.4
2 BOA Fixed
3 Wachovia
4 Regions Banks
1 K-1) RESOLUTIONS
LAND ACQUISITION AND
IMPROVEMENT REVENUE
BONDS ($14,400,000)
In reaching the ranking, we considered a number of factors including: interest rates, call terms,
collateral requirements, debt coverage requirements and flexibility and ease of utitization and
creativity in financing. The top ranked proposal offers the best all-around approach to our
potential borrowing needs for both short term and for Iong term:
The $4.4 million facility was to be used for the purchase of property for a public
works site and a police building. This would have required another bond issue in
2007 in order to acquire sufficient funds for both. One of the criteria of the RFP was
to ask the banks to use creativity in structuring proposals. Each bank was invited to
submit multiple proposals, which most did. These included fixed rate loans as well
as variable rate loans.
To our surprise, SunTrust submitted a unique proposal that ranked it as the
recommended proposal. Instead of limiting their proposal to the immediate $4.4
million Ioan, they saw by our discussion in the RFP that we would need an
additional $10 next year and proposed to fund the entire $14.4 million now. This will
save time and money by not having to have two sets of issuance costs, and we can
bank the additional monies until we need them and earn approximately 1% in
interest over what our cost is. We can do this for up to two years. The interest
earned will provide extra capital funds to pay for other needed projects.
Recommendation: That City Council approve the ordinance authorizing the negotiation of a
contract with SunTrust for the City's equipment capital facility needs and the Bond Resolution
awarding the issue.
2
1 RESOLUTION NO. 2007-
2
3
4 A RESOLUTION OF THE CITY COUNCIL OF THE CITY
s OF MIAMI GARDENS, FLORIDA, AUTHORIZING THE
6 ISSUANCE OF LAND ACQUISITION AND
~ IMPROVEMENT REVENUE BONDS IN THE AG-
e GREGATE PRINCIPAL AMOUNT OF FOURTEEN
9 MILLION FOUR HUNDRED THOUSAND DOLLARS
i o ($14,400,000) FOR THE PURPOSE OF FINANCING A
11 PORTION OF THE COSTS OF PURCHASING LAND FOR,
12 PURCHASING AND RENOVATING EXISTING
13 FACILITIES FOR, AND FINANCING ARCHITECTURAL,
14 ENGINEERING, ENVIRONMENTAL, LEGAL AND
1 s OTHER PLANNING COSTS RELATED THERETO FOR,
16 THE SITES OF A CITY HALL, PUBLIC WORKS
1 ~ DEPARTMENT FACILITIES, PUBLIC SAFETY
1 s DEPARTMENT FACILITIES AND OTHER PUBLIC
19 FACILITIES, AND PAYING COSTS OF ISSUANCE OF
2 o THE BONDS; AWARDING THE SALE OF THE BONDS TO
21 SUNTRUST LEASING CORPORATION; PROVIDING FOR
22 SECURITY FOR THE BONDS; CONTAINING OTHER
2 3 PROVISIONS RELATING TO THE BONDS; MAKING
2 4 CERTAIN COVENANTS AND AGREEMENTS IN
25 CONNECTION THEREWITH; PROVIDING FOR
2 6 ADOPTION OF REPRESENTATIONS; REPEALING ALL
2 ~ RESOLUTIONS IN CONFLICT; PROVIDING A
2 s SEVERABILITY CLAUSE; PROVIDING AN EFFECTIVE
2 9 DATE.
30
31 WHEREAS, on January 10, 2007, the City Council (the "Council") of the City of Miami
s 2 Gardens, Florida (the "City") adopted Ordinance No. 2007-01-107 (the "Ordinance"),
33 authorizing the issuance of revenue bonds in an aggregate principal amount of Fourteen Million
34 Four Hundred Thousand Dollars ($14,400,000) for the purpose of financing a portion of the costs
35 of purchasing land for, purchasing and renovating existing facilities for, and financing
36 architectural, engineering, environmental, legal and other planning costs related thereto for, the
3 ~ sites of a City Hall, Public Works Department facilities, Public Safety Department facilities and
3s other public facilities (the "Project") and paying costs of issuance of the Bonds, and
39
4 o WHEREAS, the Council has determined that it is in the best interest of the City and its
41 citizens to accept a commitment (the "Commitment") from SunTrust Leasing Corporation
4 2 ("SLC") to purchase the Bonds, and
43
4 4 WHEREAS, the Council desires to set forth the details of the Bonds in this Bond
{M1573398 4}
RESOLUTION NO.
1 Resolution,
2
3
4 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
5 CITY OF MIAMI GARDENS, FLORIDA, AS FOLLOWS:
6
~ SECTION 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas
s Clauses are hereby ratified and confirmed as being true, and the same are hereby made a specific
9 part of this Resolution.
io
11 SECTION 2. AUTHORIZATION OF BONDS: Pursuant to the provisions of this
12 Resolution, revenue bonds of the City to be designated "City of Miami Gardens, Florida, Land
13 Acquisition and Improvement Revenue Bonds, Series 2007" (the `Bonds"), are hereby
14 authorized to be issued in an aggregate principal amount of Fourteen Million Four Hundred
1 s Thousand Dollars ($14,400,000) for the purpose of financing costs of the Project and paying
16 costs of issuance of the Bonds.
1~
1 s SECTION 3. TERMS OF THE BONDS:
19
2 0 (a) General Provisions. The Bonds shall be issued in fully registered form without
21 coupons. The principal of and interest on the Bonds shall be payable when due in lawful money
22 of the United States of America by wire transfer or by certified check delivered on or prior to the
23 date due to the registered Owners of the Bonds ("Owners") or their legal representatives at the
24 addresses of the Owners as they appear on the registration books of the City.
25
2 5 The Bonds shall be dated the date of their issuance and delivery and shall be initially
2~ issued as one Bond in the denomination of $14,400,000. The Bonds shall mature on December
2 s 30, 2026.
29
3o THE BONDS SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS
31 OF THE CITY OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, BUT SHALL
32 BE PAYABLE EXCLUSIVELY FROM THE PLEDGED REVENUES, AS DEFINED 1N THIS
33 RESOLUTION. THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY OR
34 INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY TO LEVY OR TO PLEDGE
35 ANY FORM OF AD VALOREM TAXATION WHATEVER THEREFOR NOR SHALL THE
3 6 BONDS CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR
3~ EQUITABLE, UPON ANY PROPERTY OF THE CITY, AND THE HOLDERS OF THE
3s BONDS SHALL HAVE NO RECOURSE TO THE POWER OF AD VALOREM TAXATION.
39
4 0 (b) Interest Rate. Subject to adjustment as provided below, the Bonds shall bear
41 interest on the outstanding principal balance from their date of issuance payable on October 1,
42 2007, December 30, 2007, and semi-annually thereafter on each June 30 and December 30 (the
4 3 "Interest Payment Dates"), at an interest rate equal to 4.24% per annnum.
44
2
{M1573398_4}
RESOLUTION NO.
1 Interest on the Bonds shall be computed on the basis of a 360-day year consisting of
2 twelve (12) thirty-day months.
3
4 Adjustment of Interest Rate For Full Taxability. In the event a Determination of
5 Taxability shall have occurred, the rate of interest on the Bonds shall be increased to a rate per
6 annum equal to 6.644% per annum (the "Taxable Rate"), effective retroactively to the date on
~ which the interest payable on the Bonds is includable for federal income tax purposes in the
s gross income of the Owners thereof. In addition, the Owners of the Bonds or any former Owners
9 of the Bonds, as appropriate, shall be paid an amount equal to any additions to tax, interest and
1 o penalties, and any arrears in interest that are required to be paid to the United States by the
11 Owners or former Owners of the Bonds as a result of such Determination of Taxability. All such
12 additional interest, additions to tax, penalties and interest shall be paid by the City on the first day
13 of the succeeding calendar quarter following the Determination of Taxability. A"Determination
14 of Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of
15 deficiency or other written notification which holds in effect that the interest payable on the
16 Bonds is includable for federal income tax purposes in the gross income of the Owners thereof,
1 ~ which notice or notification is not contested by either the City or any Owners of the Bonds, or (ii)
ls a determination by a court of competent jurisdiction that the interest payable on the Bonds is
19 includable for federal income tax purposes in the gross income of the Owners thereof, which
2 o determination either is final and non-appealable or is not appealed within the requisite time
21 period for appeal, or (iii) the admission in writing by the City to the effect that interest on Bonds
22 is includable for federal income tax purposes in the gross income of the Owners thereof.
23
24 Adjustment of Interest Rate for Partial Taxabilitv. In the event that interest on the Bonds
25 during any period becomes partially taxable as a result of a Determination of Taxability
2 6 applicable to less than all of the Bonds, then the interest rate on the Bonds shall be increased
2 ~ during such period by an amount equal to: (A-B) x C where:
28
2 9 (a) A equals the Taxable Rate (expressed as a percentage);
30
31 (b) B equals the interest rate on the Bonds (expressed as a percentage); and
32
33 (c) C equals the portion of the Bonds the interest on which has become
3 4 taxable as the result of such tax change (expressed as a decimal).
35
36 In addition, the Owners of the Bonds or any former Owners of the Bonds, as appropriate,
3 ~ shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in
3s interest that are required to be paid to the United States by the Owners or former Owners of the
3 9 Bonds as a result of such Determination of Taxability. All such additional interest, additions to
4 o tax, penalties and interest shall be paid by the City on the first day of the succeeding calendar
41 quarter following the Determination of Taxability.
42
4 3 Adjustment of Interest Rate for Chan~e in Maximum Corporate Tax Rate. In the event
4 4 that the maximum effective federal corporate tax rate (the "Maximum Corporate Tax Rate")
3
{M1573398_4}
RESOLUTION NO.
1 during any period with respect to which interest shall be accruing on the Bonds on a tax-exempt
2 basis, shall be other than thirty-five percent (35%), the interest rate on the Bonds that are bearing
3 interest on a tax-exempt basis shall be adjusted to the product obtained by multiplying the
4 interest rate then in effect on the Bonds by a fraction equal to (1-A divided by 1-B), where A
s equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and (B) equals
6 Maximum Corporate Tax Rate in effect immediately prior to the date of adjustment.
~
e Adiustment of Interest Rate for Other Chan~es Affectin~ After-Tax Yield. So long as any
9 portion of the principal amount of the Bonds or interest thereon remains unpaid (a) if any law,
1 o rule, regulation or executive order is enacted or promulgated by any public body or governmental
11 agency which changes the basis of taxation of interest on the Bonds or causes a reduction in yield
12 on the Bonds (other than by reason of a change described above) to the Owners or any former
13 Owners of the Bonds, including without limitation the imposition of any excise tax or surcharge
14 thereon, or (b) if, as result of action by any pubic body or governmental agency, any payment is
15 required to be made by, or any federal, state or local income tax deduction is denied to, the
16 Owners or any former Owners of the Bonds (other than by reasons of change described above or
1 ~ by reason of any action or failure to act on the part of any Owner or any former Owner of the
1 s Bonds) by reason of the ownership of the Bonds, the City shall reimburse any such Owner within
19 five (5) days after receipt by the City of written demand for such payment, and the City agrees to
2 o indemnify each such Owner against any loss, cost, charge or expense with respect to any such
21 change.
22
23 Adjustment of Interest Rate Upon an Event of Default. If an "event of default" occurs
24 under Section 19 of this Resolution, the interest rate on the Bonds shall immediately be adjusted
25 to a rate equal to the per annum interest rate announced by SunTrust Leasing Corporation, from
2 6 time to time, as its "Prime Rate," plus two percent (2%).
27
2 s (c) Prepayment Provisions
29
30 (i) Mandatorv Prepavment. The principal of the Bonds shall be subject to
31 mandatory prepayment on October 1, 2007, December 30, 2007, and semi-annually
32 thereafter on each and June 30 and December 30 (each a"Scheduled Due Date"). The
33 schedule of principal and interest payments due on each Scheduled Due Date shall be as
34 set forth in the Schedule to the Bond form attached hereto as Exhibit "A".
35
36 (ii) Optional Prepayment. The Bonds are subject to optional prepayment in
3~ whole or in part on any Interest Payment Date at a price of par plus accrued interest to the
3 s date of prepayment, upon written notice to the Owners thereof given by the City at least
39 thirty (30) business days prior to the date fixed for prepayment.
40
41 Partial prepayments shall be applied in inverse order of the maturity of principal
4 2 installments. If the City requests a new amortization schedule in connection with a prepayment,
43 the Owners may charge the City $1,500 as a re-documentation fee.
44
4
{M1573398_4}
RESOLUTION NO.
1 In the event that there is more than one Owner of the Bonds, (A) the City shall determine
2 the amount of each Bond to be redeemed, and (B) the City shall give notice to each Owner of the
3 Bonds at least thirty (30) business days prior to the date of redemption of the amount of each
4 Bond to be redeemed.
6 (d) Late Char~e Provision. The City shall pay a late payment chaxge for each
~ payment of principal or interest on the Bonds or any other amount due thereunder which is not
s paid within 10 days of the date when due equal to the lesser of 5% of each late payment or the
9 legal m~imum. This paragraph is applicable only to the extent it does not affect the validity of
1 o the Bonds.
11
12 SECTION 4. EXECUTION OF BONDS: The Bonds shall be signed in the name of the
13 City by the Mayor and attested to by the City Clerk, and its seal shall be affixed thereto or
14 imprinted or reproduced thereon. The signatures of the Mayor and the City Clerk on the Bonds
15 may be manual or facsimile signatures, provided that the signature of one of such officers shall
16 be a manual signature. In case any one or more of the officers who shall have signed or sealed
1 ~ any of the Bonds shall cease to be such officer of the City before the Bonds so signed and sealed
1 s shall have been actually sold and delivered, such Bonds may nevertheless be sold and delivered
19 as herein provided and may be issued as if the person who signed and sealed such Bonds had not
2 o ceased to hold such office. Any Bonds may be signed and sealed on behalf of the City by such
21 person as at the actual time of the execution of such Bonds shall hold the proper office, although
22 at the date of issuance of such Bonds such person may not have held such office or may not have
2 3 been so authorized.
24
2 s SECTION 5. NEGOTIABILITY, REGISTRATION AND CANCELLATION: The
2 6 City shall serve as Registrar and as such shall keep books for the registration of Bonds and for
2 ~ the registration of transfers of Bonds. Bonds may be transferred or exchanged upon the
2 s registration books kept by the City, upon delivery to the City, together with written instructions
2 9 as to the details of the transfer or exchange, of such Bonds in form satisfactory to the City and
3o with guaranty of signatures satisfactory to the City, along with the social security number or
31 federal employer identification number of any transferee and, if the transferee is a trust, the name
32 and social security ar federal tax identification numbers of the settlor and beneficiaries of the
33 trust, the date of the trust and the name of the trustee. Bonds may be exchanged for one or more
34 Bonds of the same aggregate principal amount and maturity and in denominations in integral
35 multiples of $250,000 (except that an odd lot is permitted to complete the outstanding principal
3 6 balance). No transfer or exchange of any Bond shall be effective until entered on the registration
3 ~ books maintained by the City.
38
39 The City may deem and treat the person in whose name any Bond shall be registered upon
4 o the books kept by the City as the absolute Owner of such Bond, whether such Bond shall be
41 overdue or not, for the purpose of receiving payment of, or on account of, the principal of and
4 2 interest on such Bond as they become due and for all other purposes. All such payments so made
4 3 to any such Owner or upon his order shall be valid and effectual to satisfy and discharge the
4 4 liability upon such Bond to the extent of the sum or sums so paid.
{M1573398_4}
RESOLUTION NO.
2 In all cases in which Bonds are transferred or exchanged in accordance with this Section,
3 the City shall execute and deliver Bonds in accordance with the provisions of this Resolution. All
4 Bonds surrendered in any such exchanges or transfers shall forthwith be canceled by the City.
s There shall be no charge for any such exchange or transfer of Bonds, but the City may require the
6 payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid
~ with respect to such exchange or transfer. The City shall not be required to transfer or exchange
e Bonds for a period of fifteen (15) days next preceding an interest payment date on such Bonds.
9
1 o All Bonds, the principal and interest of which has been paid, either at or prior to maturity,
11 shall be delivered to the City when such payment is made, and shall thereupon be canceled.
12
i 3 In case part but not all of an outstanding Bond shall be prepaid, such Bond shall not be
14 surrendered in exchange for a new Bond, but the City shall make a notation indicating the
15 remaining outstanding principal of the Bonds upon the registration books. The Bond so
15 redesignated shall have the remaining principal as provided on such registration books and shall
1 ~ be deemed to have been issued in the denomination of the outstanding principal balance, which
18 shall be an authorized denomination.
19
2 o SECTION 6. BONDS MUTILATED, DESTROYED, STOLEN OR LOST: In case
21 any Bond shall become mutilated or be destroyed, stolen or lost, the City may in its discretion
22 issue and deliver a new Bond of like tenor as the Bond so mutilated, destroyed, stolen or lost, in
23 the case of a mutilated Bond, in exchange and substitution for such mutilated Bond upon
24 surrender of such mutilated Bond or in the case of a destroyed, stolen or lost Bond in lieu of and
25 substitution for the Bond destroyed, stolen or lost, upon the Owner furnishing the City proof of
2 6 his ownership thereof, satisfactory proof of loss or destruction thereof and satisfactory indemnity,
2 ~ complying with such other reasonable regulations and conditions as the City may prescribe and
2 s paying such expenses as the City may incur. The City shall cancel all mutilated Bonds that are
2 9 surrendered. If any mutilated, destroyed, lost or stolen Bond shall have matured or be about to
3 o mature, instead of issuing a substitute Bond, the City may pay the principal of and interest on
31 such Bond upon the Owner complying with the requirements of this paragraph.
32
33 Any such duplicate Bonds issued pursuant to this section shall constitute original
34 contractual obligations of the City whether or not the lost, stolen or destroyed Bonds be at any
35 time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate
36 benefits and rights as to lien on and source and security for payment from the funds, as
3~ hereinafter pledged, to the extent as all other Bonds issued hereunder.
38
3 9 SECTION 7. FORM OF BONDS: The text of the Bonds shall be of substantially the
4 o following tenor, with such omissions, insertions and variations as may be necessary and desirable
41 and authorized or permitted by this Resolution.
42
43
4 4 ----------------------------------------------------------------------------------------------------------------------
6
{M 1573398_4 }
RESOLUTION NO.
1 --------
2 No. R-
3
4
5
6
7
8
9
lo
11
12
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI GARDENS
LAND ACQUISITION AND IMPROVEMENT REVENUE BOND
SERIES 2007
$
13 Registered Owner:
14
15
16 Principal Amount: Dollars
1~
ls KNOW ALL MEN BY THESE PRESENTS, that the City of Miami Gardens, Florida
19 (the "City"), for value received, hereby promises to pay in installments to the Registered Owner
2 o shown above, or registered assigns, on the dates set forth below, the Principal Amount specified
21 above. Subject to the rights of prior prepayment and amortization described in this Bond, this
22 Bond shall mature on December 30, 2026.
23
2 4 This Bond is issued under authority of and is full compliance with the Constitution and
25 laws of the State of Florida, including particularly Part II of Chapter 166, Florida Statutes, as
2 6 amended, the Charter of the City, Ordinance No. 2007-01-107 duly adopted by the City Council
2~ of the City on January 10, 2007, and Resolution No. 2007-_ duly adopted by the City Council
2 s of the City on January 10, 2007 (the "Bond Resolution"), and is subject to the terms of the Bond
2 9 Resolution. This Bond is issued for the purpose of financing a portion of the costs of purchasing
30 land for, purchasing and renovating existing facilities for, and financing architectural,
31 engineering, environmental, legal and other planning costs related thereto for, the sites of a City
32 Hall, Public Works Department facilities, Public Safety Department facilities and other public
33 facilities, and paying costs of issuance of the Bonds.
34
35 Subject to adjustment as provided below, this Bond shall bear interest on the outstanding
36 principal balance from its date of issuance payable on October 1, 2007, December 30, 2007, and
3~ semi-annually thereafter on each June 30 and December 30 (the "Interest Payment Dates"), at the
3 e rate of 4.24% per annum.
39
4 o Interest on this Bond shall be computed on the basis of a 360-day year consisting of
41 twelve (12) thirty-day months.
42
4 3 Adjustment of Interest Rate For Full Taxability. In the event a Determination of
4 4 Taxability shall have occurred, the rate of interest on the Bonds shall be increased to a rate per
7
{M 1573398_4 }
RESOLUTION NO.
1 annum equal to 6.644% (the "Taxable Rate") effective retroactively to the date on which the
2 interest payable on the Bonds is includable for federal income tax purposes in the gross income
3 of the Owners thereof. In addition, the Owners of the Bonds or any former Owners of the Bonds,
4 as appropriate, shall be paid an amount equal to any additions to tax, interest and penalties, and
s any arrears in interest that are required to be paid to the United States by the Owners or former
6 Owners of the Bonds as a result of such Determination of Taxability. All such additional
~ interest, additions to tax, penalties and interest shall be paid by the City on the first day of the
s succeeding calendar quarter following the Determination of Taxability. A"Determination of
9 Taxability" shall mean (i) the issuance by the Internal Revenue Service of a statutory notice of
1 o deficiency or other written notification which holds in effect that the interest payable on the
11 Bonds is includable for federal income tax purposes in the gross income of the Owners thereof,
12 which notice or notification is not contested by either the City or any Owners of the Bonds, or (ii)
13 a determination by a court of competent jurisdiction that the interest payable on the Bonds is
14 includable for federal income tax purposes in the gross income of the Owners thereof, which
15 determination either is final and non-appealable or is not appealed within the requisite time
16 period for appeal, or (iii) the admission in writing by the City to the effect that interest on Bonds
1 ~ is includable for federal income tax purposes in the gross income of the Owners thereof.
ls
19 Adjustment of Interest Rate for Partial Taxabilitv. In the event that interest on the Bonds
2 o during any period becomes partially taxable as a result of a Determination of Taxability
21 applicable to less than all of the Bonds, then the interest rate on the Bonds shall be increased
22 during such period by an amount equal to: (A-B) x C where:
23
24 (a) A equals the Taxable Rate (expressed as a percentage);
25
2 6 (b) B equals the interest rate on the Bonds (expressed as a percentage);
2~ and
2s
2 9 (c) C equals the portion of the Bonds the interest on which has become
3o taxable as the result of such tax change (expressed as a decimal).
31
32 In addition, the Owners of the Bonds or any former Owners of the Bonds, as appropriate,
3 3 shall be paid an amount equal to any additions to tax, interest and penalties, and any arrears in
34 interest that are required to be paid to the United States by the Owners or former Owners of the
3 5 Bonds as a result of such Determination of Taxability. All such additional interest, additions to
36 tax, penalties and interest shall be paid by the City on the first day of the succeeding calendar
3~ quarter following the Determination of Taxability.
38
39 Adiustment of Interest Rate for Change in Maximum Corporate Tax Rate. In the event
4 o that the maximum effective federal corporate tax rate (the "Maximum Corporate Tax Rate")
41 during any period with respect to which interest shall be accruing on the Bonds on a tax-exempt
42 basis, shall be other than thirty-five percent (35%), the interest rate on the Bonds that are bearing
43 interest on a tax-exempt basis shall be adjusted to the product obtained by multiplying the
4 4 interest rate then in effect on the Bonds by a fraction equal to (1-A divided by 1-B), where A
g
{M1573398_4}
RESOLUTION NO.
1 equals the Maximum Corporate Tax Rate in effect as of the date of adjustment and (B) equals
2 Maximum Corporate T~ Rate in effect immediately prior to the date of adjustment.
3
4 Adjustment of Interest Rate for Other Changes Affectin~ After-Tax Yield. So long as any
5 portion of the principal amount of the Bonds or interest thereon remains unpaid (a) if any law,
6 rule, regulation or executive order is enacted or promulgated by any public body or governmental
~ agency which changes the basis of taxation of interest on the Bonds or causes a reduction in yield
s on the Bonds (other than by reason of a change described above) to the Owners or any former
9 Owners of the Bonds, including without limitation the imposition of any excise tax or surcharge
1 o thereon, or (b) if, as result of action by any pubic body or governmental agency, any payment is
11 required to be made by, or any federal, state or local income tax deduction is denied to, the
12 Owners or any former Owners of the Bonds (other than by reasons of change described above or
13 by reason of any action or failure to act on the part of any Owner or any former Owner of the
14 Bonds) by reason of the ownership of the Bonds, the City shall reimburse any such Owner within
15 five (5) days after receipt by the City of written demand for such payment, and the City agrees to
16 indemnify each such Owner against any loss, cost, charge or expense with respect to any such
1~ change.
is
19 Adjustment of Interest Rate Upon an Event of Default. If an"event of default" occurs
2 o under Section 19 of the Bond Resolution, the interest rate on the Bonds shall immediately be
21 adjusted to a rate equal to the per annum interest rate announced by SunTrust Leasing
2 2 Corporation, from time to time, as its "Prime Rate," plus two percent (2%).
23
2 4 P~ayment Provisions
25
2 5 Mandator~Prepayment
27
28 The principal of this Bond shall be subject to mandatory prepayment on
2 9 October 1, 2007, December 30, 2007, and semi-annually thereafter on each June 30 and
3o December 30 (each a"Scheduled Due Date"), as set forth in Exhibit "A" attached hereto.
31 .
32 Optional Prepavment
33
34 This Bond is subject to optional prepayment in whole or in part on any
35 Interest Payment Date at a price of par plus accrued interest to the date of prepayment,
36 upon written notice to the Owners thereof given by the City at least thirty (30) business
3 ~ days prior to the date fixed for prepayment.
38
39 Partial prepayments shall be applied in inverse order of the maturity of principal
4 o installments. If the City requests a new amortization schedule in connection with a prepayment,
41 the Owners may charge the City $1,500 as a re-documentation fee.
42
4 3 In the event that there is more than one Owner of the Bonds, (i) the City shall determine
4 4 the amount of each Bond to be redeemed, and (ii) the City shall give notice to each Owner of the
9
{M1573398_4}
RESOLUTION NO.
1 Bonds at least thirty (30) business days prior to the date of redemption of the amount of each
2 Bond to be redeemed.
3
4 The City shall pay a late payment charge for each payment of principal or interest on the
5 Bonds or any other amount due thereunder which is not paid within 10 days of the date when due
6 equal to the lesser of 5% of each late payment or the legal maximum. This paragraph is
~ applicable only to the extent it does not affect the validity of the Bonds.
8
9 The principal of and interest on this Bond are payable in lawful money of the United
1 o States of America by wire transfer or by certified check delivered on or prior to the date due to
11 the registered Owner or his legal representative at the address of the Owner as it appears on the
12 registration books of the City.
13
14
15
16
l~
is
19
20
21
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This Bond and the interest hereon are secured by (i) the portion of the proceeds of the
Local Government Half-Cent Sales Tax as defined in and received by the City under Part VI,
Chapter 218, Florida Statutes (the "Local Government Half-Cent Sales Tax Revenues") and (ii)
unless releases as provided in the Bond Resolution, proceeds of the Communication Services
T~ as defined in and received by the City under Chapter 202, Florida Statutes (the
"Communication Services Tax Revenues"). The Bonds are on a parity with respect to the lien on
the Local Government Half-Cent Sales Tax Revenues and the Communication Services Tax
Revenues with the $2,500,000 City of Miami Gardens, Florida Capital Improvement Revenue
Bonds, Series 2005 and the $7,500,000 City of Miami Gardens, Florida Land Acquisition
Revenue Bonds, Series 2005. Reference is hereby made to the Resolution for the provisions,
among others, relating to the terms, lien and security of the Bonds, the custody and application of
the proceeds of the Bonds, the rights and remedies of the Registered Owners of the Bonds, and
the extent of and limitations on the City's rights, duties and obligations, to all of which
provisions the Registered Owner hereof for himself and his successors in interest assents by
acceptance of this Bond.
THIS BOND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF
THE CITY OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, BUT SHALL BE
PAYABLE EXCLUSIVELY, EXCEPT AS OTHERWISE PROVIDED 1N SECTION 8(B) OF
THE RESOLUTION WITH RESPECT TO THE RELEASE OF CERTAIN SECURITY, BY
THE COMMUNICATION SERVICES TAX REVENUES AND THE LOCAL GOVERNMENT
HALF-CENT SALES TAX REVENUES OF THE CITY, AS DEFINED HEREIN. THE
ISSUANCE OF THIS BOND SHALL NOT DIRECTLY OR 1NDIRECTLY OR
CONTINGENTLY OBLIGATE THE CITY TO LEVY OR TO PLEDGE ANY FORM OF AD
VALOREM TAXATION WHATEVER THEREFOR NOR SHALL THIS BOND
CONSTITUTE A CHARGE, LIEN, OR ENCUMBRANCE, LEGAL OR EQUITABLE, UPON
ANY PROPERTY OF THE CITY, AND THE HOLDER OF THIS BOND SHALL HAVE NO
RECOURSE TO THE POWER OF AD VALOREM TAXATION.
The original registered Owner, and each successive registered Owner of this Bond shall
be conclusively deemed to have agreed and consented to the following terms and conditions:
10
{M1573398_4}
RESOLUTION NO.
1 1. The City shall keep books for the registration of Bonds and for the registration of
2 transfers of Bonds as provided in the Resolution. Bonds may be transferred or exchanged
3 upon the registration books kept by the City, upon delivery to the City, together with
4 written instructions as to the details of the transfer or exchange, of such Bonds in form
s satisfactory to the City and with guaranty of signatures satisfactory to the City, along with
6 the social security number or federal employer identification number of any transferee
~ and, if the transferee is a trust, the name and social security or federal tax identification
s numbers of the settlor and beneficiaries of the trust, the date of the trust and the name of
9 the trustee. The Bonds may be exchanged for Bonds of the same principal amount and
1 o maturity and denominations in integral multiples of $250,000 (except that an odd lot is
1 ~ permitted to complete the outstanding principal balance). No transfer or exchange of any
12 Bond shall be effective until entered on the registration books maintained by the City.
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1 s 2. The City may deem and treat the person in whose name any Bond shall be
16 registered upon the books of the City as the absolute Owner of such Bond, whether such
1 ~ Bond shall be overdue or not, for the purpose of receiving payment of, or on account of,
1 s the principal of and interest on such Bond as they become due, and for all other purposes.
19 All such payments so made to any such Owner or upon his order shall be valid and
2 o effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
21 sums so paid.
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23 3. In all cases in which the privilege of exchanging Bonds or transferring Bonds is
2 4 exercised, the City shall execute and deliver bonds in accordance with the provisions of
2 s the Resolution. There shall be no charge for any such exchange or transfer of Bonds, but
2 6 the City may require payment of a sum sufficient to pay any tax, fee or other
2 ~ governmental charge required to be paid with respect to such exchange or transfer. The
2s City shall not be required to transfer or exchange Bonds for a period of fifteen (15) days
2 9 next preceding an interest payment date on such Bonds.
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31 4. All Bonds, the principal of which has been paid, either at or prior to maturity,
32 shall be delivered to the City when such payment is made, and shall thereupon be
33 canceled. In case part, but not all of an outstanding Bond shall be prepaid, such Bond
34 shall not be surrendered in exchange for a new Bond.
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3 6 It is hereby certified and recited that all acts, conditions and things required to happen, to
3~ exist and to be perfortned precedent to and for the issuance of this Bond have happened, do exist
3 s and have been performed in due time, form and manner as required by the Constitution and the
3 9 laws of the State of Florida applicable thereto.
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41 IN WITNESS WHEREOF, the City of Miami Gardens, Florida has caused this Bond to
4 2 be executed by the manual or facsimile signature of its Mayor and of its City Clerk, and the Seal
4 3 of the City of Miami Gardens, Florida or a facsimile thereof to be affixed hereto or imprinted or
4 4 reproduced hereon, all as of the day of January 12, 2007.
11
{M1573398_4}
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RESOLUTION NO.
Attest:
CITY OF MIAMI GARDENS, FLORIDA
Shirley Gibson, Mayor
Ronetta Taylor, CMC, City Clerk
Prepared by ADORNO & YOSS, LLP, Bond Counsel
Reviewed by Sonja K. Dickens, City Attorney
SPONSORED BY: DANNY O. CREW, CITY MANAGER
MOVED BY:
SECONDED BY:
VOTE:
Mayor Shirley Gibson _(Yes) _(No)
Vice Mayor Oscar Braynon, II _(Yes) _(No)
Councilman Melvin L. Bratton _(Yes) _(No)
Councilman Aaron Campbell, Jr. (Yes) _(No)
Councilwoman Sharon Pritchett _(Yes) _(No)
Councilwoman Barbara Watson _(Yes) _(No)
Councilman Andre' L. Williams _(Yes) _(No)
124633_1.DOC
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RESOLUTION NO.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor"), hereby sells,
assigns and transfers unto (Please insert name and Social Security or Federal Employer
identification number of assignee) the within Bond and all rights thereunder, and hereby
irrevocably constitutes and appoints (the "Transferee") as attorney to register the transfer
of the within Bond on the books kept for registration thereof, with full power of substitution in
the premises.
Date
Signature Guaranteed:
Social Security Number of Assignee
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange
or a commercial bank or a trust company
NOTICE: No transfer will be registered and no new Bond will be issued in the name of the
Transferee, unless the signature(s) to this assignment corresponds with the name as it appears
upon the face of the within Bond in every particular, without alteration or enlargement or any
change whatever and the Social Security or Federal Employer ldentification Number of the
Transferee is supplied.
The following abbreviations, when used in the inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
(Cust.)
Custodian for
TEN ENT - as tenants by
the entirety
under Uniform Gifts to Minors
JT TEN -as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used though not in the list above.
13
(Minor)
Act of
(State)
{M 1573398_4 }
RESOLUTION NO.
EXHIBIT "A"
Client: City of Miami Gardens, Florida
Lender: SunTrust Leasing Corporation
Term: 20 Years
Annual Payments in Arrears
Interest 4,24%
Rate
Principal
Period Date Pavment Principal Interest Balance
0 6tilan-07 - 14,400,000.00 - 14,400,000.00
1 1-Oct-07 539,129.85 85,166.27 453,963.58 14,314,833.73
2 30-Dec-07 539,129.85 386,855.84 152,274.01 13,927,977.89
3 30-Jun-08 539,129.85 241,236.15 297,893.70 13,686,741.74
4 30-Dec-08 539,129.85 246,395.75 292,734.10 13,440,345.99
5 30-Jun-09 539,129.85 251,665.70 287,464.15 13,188,680.29
6 30-Dec-09 539,129.85 257,048.36 282,081.49 12,931,631.93
7 30-Jun-10 539,129.85 262,546.15 276,583.70 12,669,085.78
8 30-Dec-10 539,129.85 268,161.53 270,968.32 12,400,924.25
9 30-Jun-11 539,129.85 273,897.01 265,232.84 12,127,027.24
10 30-Dec-11 539,129.85 279,755.16 259,374.69 11,847,272.08
11 30-Jun-12 539,129.85 285,738.60 253,391.25 11,561,533.48
12 30-Dec-12 539,129.85 291,850.02 247,279.83 11,269,683.46
13 30-Jun-13 539,129.85 298,092.16 241,037.69 10,971,591.30
14 30-Dec-13 539,129.85 304,467.80 234,662.05 10,667,123.50
15 30-Jun-14 539,129.85 310,979.80 228,150.05 10,356,143.70
16 30-Dec-14 539,129.85 317,631.08 221,498.77 10,038,512.62
17 30-Jun-15 539,129.85 324,424.62 214,705.23 9,714,088.00
18 30-Dec-15 539,129.85 331,363.47 207,766.38 9,382,724.53
19 30-Jun-16 539,129.85 338,450.72 200,679.13 9,044,273.81
20 30-Dec-16 539,129.85 345,689.55 193,440.30 8,698,584.26
21 30-Jun-17 539,129.85 353,083.21 186,046.64 8,345,501.05
22 30-Dec-17 539,129.85 360,635.01 178,494.84 7,984,866.04
23 30~1un-18 539,129.85 368,348.33 170,781.52 7,616,517.71
24 30-Dec-18 539,129.85 376,226.62 162,903.23 7,240,291.09
25 30-Jun-19 539,129.85 384,273.41 154,856.44 6,856,017.68
26 30-Dec-19 539,129.85 392,492.31 146,637.54 6,463,525.37
27 30-Jun-20 539,129.85 400,886.99 138,242.86 6,062,638.38
28 30-Dec-20 539,129.85 409,461.22 129,668.63 5,653,177.16
29 30-Jun-21 539,129.85 418,218.84 120,911.01 5,234,958.32
30 30-Dec-21 539,129.85 427,163.77 111,966.08 4,807,794.55
31 30-Jun-22 539,129.85 436,300.01 102,829.84 4,371,494.54
32 30-Dec-22 539,129.85 445,631.66 93,498.19 3,925,862.88
33 30-Jun-23 539,129.85 455,162.90 83,966.95 3,470,699.98
34 30-Dec-23 539,129.85 464,897.99 74,231.86 3,005,801.99
35 30-Jun-24 539,129.85 474,841.30 64,288.55 2,530,960.69
36 30-Dec-24 539,129.85 484,997.28 54,132.57 2,045,963.41
37 30-Jun-25 539,129.85 495,370.47 43,759.38 1,550,592.94
38 30-Dec-25 539,129.85 505,965.53 33,164.32 1,044,627.41
39 30-Jun-26 539,129.85 516,787.20 22,342.65 527,840.21
40 30-Dec-26 539,129.85 527,840.21 11,289.64 0.00
Grand Total 21,565,194.00 14,400,000.00 7,165,194.00
14
{M1573398_4}
RESOLUTION NO.
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{M1573398_4}
RESOLUTION NO.
1 SECTION 8. PLEDGE OF REVENUES; RELEASE PROVISIONS:
2
3 (a) The City hereby pledges, assigns and grants a security interest to the
4 Bondholders in the Local Government Half-Cent Sales Tax Revenues and the Communication
s Services Tax Revenues in order to secure the principal of and interest on the Bonds. The City
5 covenants that for so long as the Bonds are secured by the Local Government Half-Cent Sales
~ Tax Revenues it shall take all necessary steps to qualify to continue to receive the Local
s Government Half-Cent Sales Tax Revenues as provided for in Part VI, Chapter 218, Florida
9 Statutes. The City covenants that for so long as the Bonds are secured by the Communication
1 o Services Tax Revenues it shall take all necessary steps to qualify to continue to receive the
11 Communication Services Tax Revenues as provided for in Chapter 202, Florida Statutes. The
12 City represents and warrants to the Bondholders that there are no other obligations of the City
13 currently outstanding secured by the Local Government Half-Cent Sales Tax Revenues or the
14 Communication Services Tax Revenues, other than the $2,500,000 City of Miami Gardens,
15 Florida Capital Improvement Revenue Bonds, Series 2005 (the "2005 Capital Improvement
16 Bonds") and the $7,500,000 City of Miami Gardens, Florida Land Acquisition Revenue Bonds,
1 ~ Series 2005 (the "2005 Land Acquisition Bonds"), which are secured by the Local Government
1 e Half-Cent Sales Tax Revenues and the Communication Services Tax Revenues on a parity with
19 the lien thereon for the benefit of the Bonds.
20
21 (b) The lien upon and security interest in the Communication Services Tax
22 Revenues shall be released when the lien upon and security interest in the Local Government
23 Half-Cent Sales Tax Revenues has been released by the owners of the 2005 Capital Improvement
2 4 Bonds and the 2005 Land Acquisition Bonds. The City shall provide the Owners of the Bonds
25 written notice of the release of the Communication Services Tax Revenues, which notice shall
2 6 include a copy of a letter by the owners of the 2005 Capital Improvement Bonds and the 2005
2 ~ Land Acquisition Bonds confirming that the lien upon and security interest in the Half-Cent
2 s Sales Tax Revenues has been released.
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3 0 (c) As used in this Resolution, (i) the term "Local Government Half-Cent
31 Sales Tax Revenues" means the portion of the proceeds of the Local Government Half-Cent
32 Sales Tax as defined in and received by the City under Part VI, Chapter 218, Florida Statutes, (ii)
33 the term "Communication Services Tax Revenues" means the proceeds of the Communication
34 Services Tax as defined in and received by the City under Chapter 202, Florida Statutes, and (iii)
35 the term "Pledged Revenues" means the Local Government Half-Cent Sales Tax Revenues, and,
36 until the requirements of Section 8(b) above are met, the Communication Services Tax
3~ Revenues.
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3 9 SECTION 9. BOND FUND: There is hereby created a fund, entitled "City of Miami
4 o Gardens, Florida Land Acquisition and Improvement Revenue Bonds, Series 2007 Bond Fund"
41 (the "Bond Fund"). There shall be deposited into the Bond Fund on each Interest Payment Date
4 2 sufficient amounts of Pledged Revenues as specified in Section 8 hereof which, together with the
4 3 amounts already on deposit therein, will enable the City to pay the principal of and interest on the
4 4 Bonds on each Interest Payment Date. Moneys in the Bond Fund shall be applied on each
4 5 Interest Payment Date to the payment of principal of and interest on the Bonds coming due on
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RESOLUTION NO.
1 each such date.
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3 SECTION 10. SWAP AGREEMENTS: The City is authorized to enter into a swap
4 agreement with the Bondholders or with another party with the consent of the Bondholders for
s the purpose of effectively lowering or fixing the interest rate on the Bonds for any period of time.
6 For purposes of depositing sufficient moneys into the Bond Fund to pay principal and interest on
~ the Bonds pursuant to Section 9 hereof, (i) any payments due under such swap agreement shall be
s considered to be the equivalent of debt service payments on the Bonds, and sufficient amounts of
9 Pledged Revenues shall be set aside in each fiscal year to make such payments, and (ii) any
1 o payments received by the City under the swap agreement may be taken into account and, upon
11 receipt, shall be deposited into the Bond Fund.
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13 SECTION 11. INVESTMENT OF BOND FUND: Subject to Section 14 hereof, funds
14 in the Bond Fund may be invested in the following investments, maturing at or before the time
15 such funds may be needed to pay principal of or interest on Bonds, to the extent such investments
16 axe legal for investment of municipal funds ("Authorized Investments"):
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1 s (a) The Local Government Surplus Funds Trust Fund or any
19 intergovernmental investment pool authorized pursuant to the Florida Interlocal
2o Cooperation Act as provided in section 163.01, Florida Statutes;
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22 (b) Securities and Exchange Commission registered money market funds with
2 3 the highest credit quality rating from a nationally recognized rating agency;
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2 5 (c) Interest-bearing time deposits or savings accounts qualified public
2 5 depositories as defined in section 280.02, Florida Statutes;
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2 e (d) Direct obligations of the United States Treasury;
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3 0 (e) Obligations of Federal agencies and instrumentalities;
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32 (~ Securities of, or other interests in, any open-end or closed-end management
33 type investment company or investment trust registered under the Investment Company
34 Act of 1940, 15 U.S.C. ss. 80a-1 et seq., as amended from time to time, provided the
35 portfolio of such investment company or investment trust is limited to obligations of the
3 6 United States Government or any agency or instrumentality thereof and to repurchase
3 ~ agreements fully collateralized by such United States Government obligations, and
3s provided such investment company or investment trust takes delivery of such collateral
3 9 either directly or through an authorized custodian; or
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41 (g) Any other investments authorized by law or by ordinance of the City.
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4 3 SECTION 12. APPLICATION OF BOND PROCEEDS:
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{M1573398_4}
RESOLUTION NO.
1 The proceeds received upon the sale of the Bonds shall be applied simultaneously with
2 the delivery of the Bonds, as follows:
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4 1. The City shall first use the moneys to pay costs of the issuance of the
s Bonds.
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~ 2. The remainder of the proceeds of the sale of the Bonds shall be
8 deposited in the "City of Miami Gardens Land Acquisition and
9 Improvement Revenue Bonds, Series 2007 Project Fund" (the "Project
lo Fund"), hereby created, and used only in connection with the Project.
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12 Pending their use, the proceeds in the Project Fund may be invested in Authorized
13 Investments, maturing not later than the date or dates on which such proceeds will be needed for
14 the purposes of this Bond Resolution. Subject to Section 14 hereof, any income received upon
15 such investment shall be deposited in the Project Fund and applied to costs of the Project or, at
16 the option of the City, deposited in the Bond Fund and used to pay interest on the Bonds until
l~ completion of the Project. Subject to Section 14 hereof, after the completion of the Project, any
1 s remaining balance of proceeds of the Bonds shall be deposited into the Bond Fund and used
19 solely to pay interest on the Bonds.
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21 The Project Fund shall be kept separate and apart from all other funds of the City and the
22 moneys on deposit therein shall be withdrawn, used and applied by the City solely for the
2 3 purposes set forth herein. Except for a sufficient amount of Bond proceeds to be spent on the
24 date of issuance of the Bonds to pay costs of issuance of the Bonds, moneys in the Project Fund
25 may only be expended on the Project upon subsequent authorization by the City Council.
26 Pending such application, the Project Fund shall be subject to the lien of the Owners of the
2 ~ Bonds for the payment of the principal of and interest on the Bonds.
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2 9 The registered Owners shall have no responsibility for the use of the proceeds of the
3 o Bonds, and the use of such Bond proceeds by the City shall in no way affect the rights of such
31 registered Owners. The City shall be obligated to apply the proceeds of the Bonds solely for
32 financing costs of the Project. However, the City shall be irrevocably obligated to continue to
33 pay the principal of and interest on the Bonds notwithstanding any failure of the City to use and
34 apply such Bond proceeds in the manner provided herein.
35
36 SECTION 13. FUNDS: Each of the funds and accounts herein established and created
3 ~ shall constitute trust funds for the purposes provided herein for such funds and accounts
3 s respectively. The money in such funds and accounts shall be continuously secured in the same
3 9 manner as deposits of City funds are authorized to be secured by the laws of the State of Florida.
4 o Except as otherwise provided in Section 12 hereof, earnings on any investments in any amounts
41 on any of the funds and accounts herein established and created shall be credited to such
4 2 respective fund or account.
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4 4 The designation and establishment of the funds and accounts in and by this Bond
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RESOLUTION NO.
i Resolution shall not be construed to require the establishment of any completely independent,
2 self-balancing funds, as such term is commonly defined and used in governmental accounting,
3 but rather is intended solely to constitute an earmarking of certain revenues and assets of the City
4 for the purposes herein provided and to establish certain priorities for application of such
5 revenues and assets.
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~ SECTION 14. INVESTMENTS AND USE OF PROCEEDS TO COMPLY WITH
s INTERNAL REVENUE CODE OF 1986: The City covenants to the Owners of the Bonds that
9 it will take all actions and do all things necessary and desirable in order to maintain the exclusion
1 o from gross income for federal income tax purposes of interest on the Bonds, and shall refrain
11 from taking any actions that would cause interest on the Bonds to be included in gross income for
12 federal income tax purposes. In particular, the City will not make or direct the making of any
13 investment or other use of the proceeds of the Bonds which would cause such Bonds to be
14 "private activity bonds" as that term is defined in Section 141 (or any successor provision
15 thereto) of the Code or "arbitrage bonds" as that term is defined in Section 148 (or any successor
16 provision thereto) of the Code, and all applicable regulations promulgated under the Code, and
l~ that it will comply with the applicable requirements of Sections 141 and 148 of the Code and the
1 s aforementioned regulations throughout the term of the Bonds.
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2o SECTION 15. ARBITRAGE REBATE COVENANTS: There is hereby created and
21 established a fund to be held by the City, designated the "City of Miami Gardens Land
22 Acquisition and Improvement Revenue Bonds, Series 2007 Rebate Fund" (the "Rebate Fund").
23 The Rebate Fund shall be held by the City separate and apart from all other funds and accounts
24 held by the City under this Resolution and from all other moneys of the City.
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2 6 Notwithstanding anything in this Resolution to the contrary, the City shall transfer to the
2 ~ Rebate Fund the amounts required to be transferred in order to comply with the Tax Certificate
2 s or the Rebate Covenants, if any, attached as an Exhibit to the Tax Certificate to be delivered by
2 9 the City on the date of delivery of the Bonds (the "Rebate Covenants"), when such amounts are
3 o so required to be transferred. The City Manager shall make or cause to be made payments from
31 the Rebate Fund of amounts required to be deposited therein to the United States of America in
32 the amounts and at the times required by the Rebate Covenants. The City covenants for the
33 benefit of the Owners of the Bonds that it will comply with the Rebate Covenants. The Rebate
34 Fund, together with all moneys and securities from time to time held therein and all investment
35 earnings derived therefrom, shall be excluded from the pledge and lien of this Resolution. The
36 City shall not be required to comply with the requirements of this Section 15 in the event that the
3 ~ City obtains an opinion of nationally recognized bond counsel that (i) such compliance is not
3s required in order to maintain the federal income tax exemption of interest on the Bonds and/or
3 9 (ii) compliance with some other requirement is necessary to maintain the federal income tax
4 o exemption of interest on the Bonds.
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4 2 SECTION 16. SPECIAL COVENANTS OF THE CITY:
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44 (a) The City shall, upon receipt by the City or within one hundred eighty (180) days of
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RESOLUTION NO.
1 each fiscal year end, whichever is sooner, provide the Owners of the Bonds with a printed copy
2 of its Comprehensive Annual Financial Report, its current year operating budget and its capital
3 improvement plan. The City shall also provide to the Owners of the Bonds any other financial
4 information reasonably requested by such Owners.
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6 (b) The City will not issue any additional obligations secured by the Local Government
~ Half-Cent Sales Tax Revenues, unless (i) the ratio of the amount of Local Government Half-Cent
s Sales Tax Revenues collected during each of the preceding two fiscal years of the City divided by
9 the Maximum Annual Debt Service on all Debt Obligations secured by the Local Government
1 o Half-Cent Sales Tax Revenues and on the Debt Obligations proposed to be issued, is at least
11 equal to 1.50, (ii) no Event of Default exists hereunder and (iii) the other covenants of the City
12 contained herein will continue to be met. Calculations of Local Government Half-Cent Sales
13 Tax Revenues will be based on information derived from the most recently audited fiscal year
14 end financial statements. For purposes of calculating Maximum Annual Debt Service, the
15 interest rate to be assumed for indebtedness bearing interest at a variable rate shall be equal the
16 higher of six percent (6%) per annum or the actual rate of interest paid by the City with respect to
i ~ such indebtedness during the month preceding the date of calculation, and such indebtedness
i 8 shall be assumed to be fully funded.
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2 0 (c) The City shall, in each fiscal year while the Bonds are outstanding, maintain the
21 ratio of Pledged Revenues to the annual debt service on the Bonds and any other obligations of
22 the City secured by Pledged Revenues (currently including the 2005 Capital Improvement Bonds
23 and the 2005 Land Acquisition Bonds) of at least equal to 1.25 to 1.00.
24
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2 6 SECTION 17. COVENANTS BINDING ON CITY AND SUCCESSOR: All
2 ~ covenants, stipulations, obligations and agreements of the City contained in this Resolution shall
2 8 be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent
2 9 authorized or permitted by law, and all such covenants, stipulations, obligations and agreements
3 o shall be binding upon the successor or successors thereof from time to time and upon the officer,
31 board, body or commission to whom or to which any power or duty affecting such covenants,
32 stipulations, obligations and agreements shall be transferred by or in accordance with law.
33
34 Except as otherwise provided in this Resolution, all rights, powers and privileges
35 conferred and duties and liabilities imposed upon the City or upon the City Council by the
3 6 provisions of this Resolution shall be exercised or performed by the City Council or by such
3~ officers, board, body or commission as may be required by law to exercise such powers or to
38 perform such duties.
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4 o No covenant, stipulation, obligation or agreement herein contained shall be deemed to be
4 i a covenant, stipulation, obligation or agreement of any present or future member of the City
4 2 Council or officer, agent or employee of the City in his or her individual capacity, and neither the
4 3 members of the City Council nor any officer, agent or employee of the City executing the Bonds
44 shall be liable personally on the Bonds or be subject to any personal liability or accountability by
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{M1573398_4}
RESOLUTION NO.
1 reason of the issuance thereof.
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3 SECTION 18. EVENTS OF DEFAULT: Each of the following events is hereby
4 declared an "event of default":
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6 (a) payment of the principal of any of the Bonds shall not be made when the same shall
~ become due and payable; or
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9 (b) payment of any installment of interest on any of the Bonds shall not be made when
1 o the same shall become due and payable; or
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12 (c) the City shall default in the due and punctual performance of any covenant, condition,
13 agreement or provision contained in the Bonds or in this Resolution (except for a default
14 described in subsection (a) or (b) of this Section) on the part of the City to be performed, and
15 such default shall continue for sixty (60) days after written notice specifying such default and
15 requiring same to be remedied shall have been given to the City by any Owner of any bond;
1 ~ provided that it shall not constitute an event of default if the default is not one that can be cured
1 s within such sixty (60) days, as agreed by the Bondholders and the City, and the City commences
19 within such sixty (60) days and is proceeding diligently with action to correct such default; or
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21 (d) any proceeding shall be instituted with the consent of the City for the purpose of
22 effecting a composition between the City and its creditors or for the purpose of adjusting the
2 3 claims of such creditors pursuant to any federal or state statute now or hereafter enacted and such
24 proceedings shall not have been dismissed within thirty (30) days after the institution of the
2 5 same; or
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2~ (e) a payment default occurs under any other debt obligation of the City which is secured
2 s by the Pledged Revenues.
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32 SECTION 19. REMEDIES; RIGHTS OF BONDHOLDERS:
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34 (a) Upon the occurrence and continuance of any event of default specified in
35 Section 18(a), (b) or (e) hereof, the Owners of the Bonds may declare all payments of principal
36 and accrued interest to be immediately due and payable, whereupon the same shall become
3 ~ immediately due and payable.
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3 9 (b) Upon the occurrence and continuance of any event of default specified in
4 o Section 18(c) or (d) hereof, the Owners of the Bonds may pursue any available remedy by suit, at
41 law or in equity, to enforce the payment of the principal of and interest on the Bonds then
4 2 outstanding.
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4 4 No delay or omission to exercise any right or power accruing upon any default or event of
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RESOLUTION NO.
1 default shall impair any such right or power or shall be construed to be a waiver of any such
2 default or event of default or acquiescence therein; and every such right and power may be
3 exercised from time to time and as often as may be deemed expedient. No waiver of any event of
4 default hereunder shall extend to or shall affect any subsequent event of default or shall impair
5 any rights or remedies consequent thereon.
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~ The City agrees, to the extent permitted by law, to indemnify SLC and its directors,
s officers, employees and agents from any against any losses, claims, damages, liabilities and
9 expenses (including, without limitation, counsel fees and expenses) which may be incurred in
1 o connection with enforcement of the provisions of this Resolution and the Bonds.
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12 SECTION 20. SALE OF BONDS: Based upon the uncertainty of the interest rate
i 3 environment if sale of the Bonds is delayed, the City hereby determines and finds the necessity
14 for a negotiated sale of the Bonds. The City has been provided all applicable disclosure
15 information required by Section 218.385, Florida Statutes. The negotiated sale of the Bonds is
15 hereby approved to SLC at a purchase price of par.
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18 SECTION 21. AUTHORITY OF OFFICERS: The Mayor, the City Manager and the
19 City Clerk are and each of them is hereby authorized and directed to execute and deliver any and
2 o all documents and instruments and to do and cause to be done any and all acts and things
21 necessary or proper for carrying out the transaction contemplated by this Resolution and the other
22 documents identified herein.
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24 SECTION 22. SEVERABILITY: In case any one or more of the provisions of this
2 5 Resolution or of any Bonds issued hereunder shall for any reason be held to be illegal or invalid,
2 6 such illegality or invalidity shall not affect any other provision of this Resolution or of the Bonds,
2 ~ but this Resolution and the Bonds shall be construed and enforced as if such illegal or invalid
2s provision had not been contained therein. The Bonds are issued and this Resolution is adopted
2 9 with the intent that the laws of the State shall govern their construction.
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31 SECTION 23. PAYMENTS DUE ON SATURDAYS, SUNDAYS AND HOLIDAYS:
32 In any case where the date of maturity of interest on or principal of the Bonds shall be a Saturday,
33 Sunday or a day on which the banks in the State are required, or authorized or not prohibited, by
34 law (including executive orders) to close and are closed, then payment of such interest or
35 principal need not be made by the City on such date but may be made on the next succeeding
3 6 business day on which the banks in the State are open for business, but such interest shall
3~ continue to accrue until payment is received by the Owners of the Bonds.
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4 o SECTION 24. OPEN MEETING FINDINGS: It is hereby found and determined that
41 all official acts of the City Council concerning and relating to the adoption of this Resolution and
4 2 all prior resolutions affecting the City Council's ability to issue the Bonds were taken in an open
4 3 meeting of the City Council and that all deliberations of the City Council or any of its
4 4 committees that resulted in such official acts were in meetings open to the public, in compliance
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RESOLUTION NO.
with all legal requirements, including Section 286.01 l, Florida Statutes.
SECTION 25. REPEALING CLAUSE: All resolutions and parts thereof in conflict
herewith, to the extent of such conflicts, are hereby superseded and repealed.
SECTION 26. WAIVER OF JURY TRIAL: To the extent permitted by applicable
law, the City, knowingly, voluntarily and intentionally waives any right it may have to a trial by
jury in respect of any litigation based on, or arising out of, under or in connection with this
Resolution, the Bonds or any agreement contemplated to be executed in connection with this
Resolution, or any course of conduct, course of dealing, statements (whether verbal or written) or
actions of the City or SLC with respect hereto. The City acknowledges that this provision is a
material inducement to SLC to purchase the Bonds.
SECTION 27. EFFECTIVE DATE: This Resolution shall take effect immediately
upon its final passage and adoption.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON JANUARY 10, 2007.
SHIRLEY GIBSON, MAYOR
ATTEST:
RONETTA TAYLOR, CMC, CITY CLERK
Prepared by ADORNO & YOSS, LLP, Bond Counsel
Reviewed by SONIA K. DICKENS, City Attorney
SPONSORED BY: DANNY O. CREW. CITY MANAGER
MOVED BY:
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RESOLUTION NO.
SECONDED BY:
VOTE:
Mayor Shirley Gibson _(Yes) _(No)
Vice Mayor Oscar Braynon, II _(Yes) _(No)
Councilman Melvin L. Bratton _(Yes) _(No)
Councilman Aaron Campbell, Jr. _(Yes) _(No)
Councilwoman Sharon Pritchett _(Yes) _(No)
Councilwoman Barbara Watson _(Yes) _(No)
Councilman Andre L. Williams _(Yes) _(No)
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