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HomeMy WebLinkAbout2020-088-3486 GOB Series 2020 RESOLUTION NO.2020-088-3486 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA (THE "CITY"), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED FIFTY-FIVE MILLION DOLLARS ($55,000,000) IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI GARDENS, FLORIDA GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020 (TAXABLE) (THE "BONDS"), TO REFUND A PORTION OF THE CITY'S GENERAL OBLIGATION BONDS, SERIES 2014 (THE "REFUNDED BONDS") AND PAY COSTS OF ISSUANCE; PROVIDING THAT SUCH BONDS SHALL CONSTITUTE GENERAL OBLIGATIONS OF THE CITY AND THAT THE FULL FAITH, CREDIT AND TAXING POWER OF THE CITY SHALL BE IRREVOCABLY PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION THEREWITH; PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING CERTAIN MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE MAYOR; AUTHORIZING THE NEGOTIATED SALE OF THE BONDS TO THE UNDERWRITER; APPOINTING A PAYING AGENT AND A BOND REGISTRAR; APPOINTING AN ESCROW AGENT; APPROVING THE FORM AND EXECUTION OF A BOND PURCHASE AGREEMENT; AUTHORIZING THE REFUNDING OF THE REFUNDED BONDS; APPOINTING THE VERIFICATION AGENT FOR THE REFUNDED BONDS; APPROVING THE FORM AND EXECUTION OF AN ESCROW DEPOSIT AGREEMENT; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AUTHORIZING THE EXECUTION OF AN OFFICIAL STATEMENT; AUTHORIZING OBTAINING A BOND INSURANCE POLICY AND ANY NECESSARY COVENANTS WITH RESPECT THERETO; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12; AUTHORIZING A BOOK-ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS; PROVIDING FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on December 11, 2013, the City Council (the "Council") of the City of Miami Gardens, Florida (the "City") adopted Resolution No. 2013-271-1967 calling for a bond 1 Resolution No.2020-088-3486 referendum (the "Referendum") in conjunction with a special election on April 21, 2014 to submit to the electorate of the City a bond referendum to decide whether the City should be authorized to issue not exceeding Sixty Million Dollars ($60,000,000) in principal amount of general obligation bonds (the "2014 Bonds") to pay costs of remodeling, reconstructing, constructing, reconfiguring, retrofitting, furnishing and equipping City parks and parks facilities, purchasing crime prevention equipment for law enforcement assistance via electronic means, providing facilities for expanding community activities in parks, and renovating, constructing and purchasing parks facilities and land for new or expanded parks, as more particularly described therein(the "Project"), and WHEREAS, at such special election on April 21, 2014, the issuance of the 2014 Bonds was approved by the qualified electors of the City in accordance with the applicable laws of the State of Florida(the"State"),and WHEREAS, on April 23, 2014, the Council accepted the certification by the Supervisor of Elections of Miami-Dade County, Florida of the results of such Referendum approving the issuance of the 2014 Bonds,and WHEREAS, on May 28, 2014, the Council adopted Ordinance No. 2014-09-320 (the "Prior Ordinance") authorizing the issuance of the 2014 Bonds in an aggregate principal amount not to exceed Sixty Million Dollars ($60,000,000) for the purpose of financing or reimbursing a portion of the costs of the Project and paying costs of issuance of the 2014 Bonds, and WHEREAS, on June 11, 2014, the Council adopted Resolution No. 2014-100-2078, (the "Prior Resolution") authorizing the issuance of the 2014 Bonds in an aggregate principal amount not to exceed Sixty Million Dollars ($60,000,000) and setting forth the details of the 2014 Bonds, and WHEREAS, on July 16, 2014, the City issued the 2014 Bonds in an aggregate principal amount of Sixty Million Dollars($60,000,000),and WHEREAS, the Council desires to authorize the issuance of not exceeding $55,000,000 aggregate principal amount of General Obligation Refunding Bonds, Series 2020 (Taxable) (the "Bonds") for the purpose of(i) refunding a portion of the 2014 Bonds (such 2014 Bonds to be refunded are hereinafter referred to as the "Refunded Bonds") and (iii) paying costs of issuance of the Bonds, and WHEREAS, pursuant to the Constitution and laws of the State, including, without limitation, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, as amended, Sections 132.33 through 132.47, Florida Statutes, as amended, the City Charter(collectively, the "Act"), and the Referendum, the City is duly authorized to issue the Bonds and pledge the ad valorem taxes levied by the City to the payment of the Bonds, and WHEREAS, Article VII, Section 12 of the Florida Constitution provides that municipalities may issue bonds payable from ad valorem taxation without approval by a vote of the electors to refund Outstanding (as hereinafter defined) bonds and interest and redemption premiums thereon if such refunding bonds are issued at a lower net average interest cost rate than that which is calculated respecting the refunded bonds,and 2 Resolution No.2020-088-3486 WHEREAS, Sections 132.33 through 132.47, Florida Statutes, as amended, set forth certain requirements which must be met prior to the issuance of the Bonds, and WHEREAS, the City deems it a paramount public purpose and necessary, beneficial and in its best interest of the City to provide for the refunding of the Refunded Bonds. The refunding will be advantageous to the City by effecting an overall reduction in debt service applicable to Refunded Bonds,and WHEREAS, the City is authorized under Chapter 166, Part II, Florida Statutes, and Chapter 132, Florida Statutes, to issue refunding bonds and to deposit the proceeds thereof in escrow to provide for the payment when due of the principal of, interest on and redemption premiums, if any, in connection with the Refunded Bonds, and WHEREAS, the Bonds shall only be issued at a lower net average interest cost rate than the net average interest cost rate of the Refunded Bonds and the rate of interest borne by the Bonds shall not exceed the maximum interest rate established pursuant to the terms of Section 215.84, Florida Statutes, and WHEREAS, it is estimated that the present value of the total debt service savings anticipated to accrue to the City from the issuance of the Bonds, calculated in accordance with Section 132.35(2), Florida Statutes, is, under present market conditions, approximately 3.0% of the aggregate debt service on the Refunded Bonds, and WHEREAS, the principal amount of the Bonds to be used to refund the Refunded Bonds shall not exceed an amount sufficient to pay the sum of the principal amount of the Refunded Bonds that is Outstanding on the date of issuance of the Bonds, the aggregate amount of unmatured interest payable on the Refunded Bonds to and including the date that they are called for redemption, the applicable redemption premiums related to the Refunded Bonds that are called for redemption, and the costs of issuance of the Bonds all in accordance with Section 132.35, Florida Statutes, and WHEREAS, the sum of the present value of the total payments of both principal and interest to become due on the Bonds (excluding all such principal and interest payments as will be made with moneys held by the Escrow Agent (as hereinafter defined) under the Escrow Deposit Agreement (as hereinafter defined) allocated to the refunding of the Refunded Bonds) and the present value of costs of issuance of the Bonds, if any, not paid with proceeds of the Bonds, will be less than the present value of the principal and interest payments to become due at their stated maturities, or earlier mandatory redemption dates, on the Refunded Bonds, and WHEREAS, the first installment of principal of the Bonds shall mature not later than the date of the first stated maturity of the Refunded Bonds next following the date of issuance of the Bonds, and WHEREAS, the Bonds shall not be issued until such time as the Finance Director of the City shall have filed a certificate with the Council setting forth the present value of the total debt 3 Resolution No.2020-088-3486 service savings which will result from the issuance of the Bonds to refund the Refunded Bonds, computed in accordance with the terms of Section 132.35, Florida Statutes, and demonstrating mathematically that the Bonds are issued at a lower net average interest cost rate than the Refunded Bonds, and WHEREAS, the Council desires to set forth the terms and details of the Bonds in this Resolution, and WHEREAS, the Council has determined that it is in the best interest of the City to delegate as provided herein the determination of various terms of the Bonds, the final award of the Bonds, including execution of a Bond Purchase Agreement, whether to obtain bond insurance with respect to the Bonds and all other actions necessary or desirable in connection with the issuance of the Bonds, subject to the limitations contained herein, and WHEREAS, for reasons more fully set forth herein, the Council finds and determines it to be in the best interest of the City to authorize the sale of the Bonds on the basis of a negotiated sale rather than a public sale by competitive bid, NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF MIAMI GARDENS, FLORIDA: SECTION 1. ADOPTION OF REPRESENTATIONS: The foregoing Whereas paragraphs are hereby ratified and confirmed as being true, and the same are hereby made a specific part of this Resolution. SECTION 2. DEFINITIONS: In addition to the terms elsewhere defined in this Resolution, unless the context otherwise requires, the following terms as used in this Resolution shall have the following meaning: "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 Insurance Policy" means, as and if provided by the Mayor in the Mayor's Certificate, the municipal bond insurance policy issued by a municipal bond insurance company in respect of the Bonds. "Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the form attached hereto as Exhibit `B" to be entered into between the City and the Underwriter of the Bonds providing for the terms of the sale of the Bonds to such Underwriter. "Bond Registrar" means U.S. Bank National Association, and any other agent designated from time to time by the City, by resolution,to maintain the registration books for the Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Bonds. 4 Resolution No.2020-088-3486 "Bondholder", "Holder" or "Registered Owner" means the person in whose name any Bond is registered on the registration books maintained by the Bond Registrar. "City Attorney"means the City Attorney of the City or his or her designee. "City Manager" means the City Manager or his or her designee or the officer succeeding to his or her principal functions. "City Clerk"means the City Clerk or his or her designee or the officer succeeding to his or her principal functions. "DTC" means The Depository Trust Company, New York, New York, its successors and assigns. "Escrow Agent"means U.S. Bank National.Association. "Escrow Deposit Agreement"means the Escrow Deposit Agreement substantially in the form attached hereto as Exhibit "C" to be entered into between the City and the Escrow Agent, pursuant to which the Escrow Agent will provide for the payment and redemption, as applicable, of the Refunded Bonds. "Finance Director" means the Finance Director of the City or his or her designee or the officer succeeding to his or her principal functions. "Financial Advisor" means Dunlap and Associates, Inc., the financial advisor to the City in connection with the issuance of the Bonds. "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 of principal and interest 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 5 Resolution No.2020-088-3486 (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 (iii) 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(iii), 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 of principal and interest 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(a) held by a bank or trust company as custodian. "Mayor" means the Mayor of the City or in his absence or inability to perform, the Vice Mayor of the City. "Mayor's Certificate" means the Certificate to be executed by the Mayor prior to or at the time of the execution of the Bond Purchase Agreement, which certificate shall provide certain details of the Bonds as required under this Resolution. "Official Statement" means that certain Official Statement with respect to the issuance of the Bonds, as such Official Statement shall be approved by the Mayor and the City Manager in accordance with the provisions of this Resolution. "Outstanding" or "Bonds outstanding" means all Bonds which have been issued pursuant to this Resolution except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) 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 or other Authorized Depository, whether upon or prior to the maturity or redemption date of any such Bond, in an amount which, together with earnings on such Government Obligations, will be sufficient to pay the principal of and interest and redemption premium, if any, on such Bonds at maturity or upon their earlier redemption; provided that, if such 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 and interest on all Bonds at such redemption dates shall have been given to the Paying Agent; 6 Resolution No.2020-088-3486 (c) Bonds which are deemed paid pursuant to Section 6.G hereof; and (d) Bonds in exchange for or in lieu of which other Bonds have been authenticated and delivered pursuant to this Resolution. "Paying Agent" means U.S. Bank National Association, and 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 Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds to the Registered Owners thereof, from funds made available therefor by the City. "Parity Bonds" means the Outstanding 2014 Bonds that are not refunded by the Bonds. "Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance of the Bonds substantially in the form attached hereto as Exhibit"D". "Resolution" means this resolution authorizing the issuance of the Bonds, as amended from time to time to the extent permitted hereby. "Underwriter"means Loop Capital Markets LLC,the Underwriter of the Bonds. 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 3. FINDINGS AND DETERMINATIONS: It is hereby ascertained, determined and declared that: A. The Project consists solely of "capital projects" as such term is used in Article VII, Section 12 of the Constitution of the State and such improvements as authorized by the Referendum. B. Due to the City's limited historical activity in the capital markets and the potential need for additional investor pre-marketing, and the recommendation of the Financial Advisor that the sale of the Bonds be by negotiation, a negotiated sale of the Bonds is found to be in the best interest of the City and is hereby authorized in order to permit the City to enter the market at the most advantageous time and obtain the best possible price and interest rates for the Bonds. SECTION 4. CONTRACT: In consideration of the acceptance of the 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, the Paying Agent and the provider of any Bond Insurance Policy. 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 the provider of any Bond Insurance Policy, and all Bonds 7 Resolution No.2020-088-3486 shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. SECTION 5. AUTHORIZATION OF THE BONDS; SALE AND AWARD OF THE BONDS: A. Subject and pursuant to the provisions hereof, Bonds of the City to be known as "City of Miami Gardens, Florida, General Obligation Refunding Bonds, Series 2020 (Taxable)" are hereby authorized to be issued at one time or as needed in the aggregate principal amount of not exceeding Fifty-Five Million Dollars ($55,000,000), for the purpose of (i) refunding the Refunded Bonds and (ii) and paying costs of issuance of the Bonds, including the premium for any Bond Insurance Policy. The Mayor, upon the recommendations of the City Manager, the Finance Director and the Financial Advisor, and subject to the above limitations, shall determine the aggregate principal amount of the Bonds to be issued and may determine to issue the Bonds at one time or as needed, such determinations to be evidenced in the Mayor's Certificate. B. The Council hereby approves the form of the Bond Purchase Agreement for the purchase of the Bonds by the Underwriter. Upon compliance by the Underwriter with the requirements of Florida Statutes, Section 218.385, the Mayor or the City Manager is each hereby authorized, subject to (i) the parameters set forth herein, (ii) evidence that the present value of the total debt service savings to accrue to the City from the issuance of the Bonds is at least 3.0% of the aggregate debt service on the Refunded Bonds and (iii) the recommendation of the Financial Advisor, to award the Bonds to the Underwriter and to execute the Bond Purchase Agreement, in substantially the form presented at the meeting at which this Resolution was considered, subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to evidence the terms of the Bonds and such additional changes as may be approved by the Mayor or the City Manager, after consultation with Bond Counsel for the City ("Bond Counsel") and the City Attorney. The underwriting discount (which does not include original issue discount or costs of issuance) for the Bonds shall be determined by the Mayor or the City Manager upon the recommendations of the Finance Director and the Financial Advisor, but shall not be more than 0.40% of the principal amount of the Bonds. The execution and delivery by the Mayor or the City Manager of the Bond Purchase Agreement for and on behalf of the City shall be conclusive evidence of the approval of such officer and the City of any such changes,insertions, omissions or filling-in of blanks. SECTION 6. TERMS,REDEMPTION AND FORM OF BONDS: A. The Bonds shall be issued as fully registered bonds in denominations of $5,000 each or any integral multiple thereof and shall be numbered consecutively from 1 upward preceded by the letter "R". Interest on the Bonds shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The principal of and redemption premium, if any, on the Bonds shall be payable upon presentation and surrender at the designated corporate trust office of the Paying Agent. Interest on the Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the Registered Owners of the Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest payment date (the 8 Resolution No.2020-088-3486 "Record Date"), irrespective of any transfer or exchange of such Bonds subsequent to such Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date; provided, however, that (1) if ownership of 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 Bonds are not maintained in a book-entry only system by a securities depository, upon written request of the Holder of$1,000,000 or more in principal amount of 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 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 Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth day (whether or not a business day) preceding the date of mailing. B. Prior to or at the time of the execution of the Bond Purchase Agreement, the Mayor shall execute the Mayor's Certificate, upon the recommendations of the Finance Director, Bond Counsel and the Financial Advisor, designating which maturities of the 2014 Bonds will be refunded, and setting forth certain terms of the Bonds including, but not limited to: the dated date of the Bonds, interest payment dates, interest rates, but not to exceed an aggregate true interest cost rate on the Bonds of 3.75%, maturities, but not later than July 1, 2039, sinking fund installments, if any, and any redemption provisions. The Mayor's Certificate may also provide for any Bond Insurance Policy to be procured in connection with the issuance of the Bonds, based upon the recommendations of the Financial Advisor, and covenants of the City in connection therewith, which covenants shall have the same effect as if included in this Resolution. C. The Bonds shall be executed in the name of the City by the Mayor and the official seal of the City shall be imprinted, reproduced or lithographed on the Bonds and attested to by the City Clerk. The signatures of the Mayor and the City Clerk on the Bonds may be by facsimile. If any officer whose signature appears on the Bonds ceases to hold office before the delivery of the Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officers to sign such Bond although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. Only such of the Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinafter set forth in Exhibit "A" hereto, duly manually executed by the Bond Registrar, shall be entitled to any right, benefit or security under this Resolution. No 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 Bond shall be conclusive evidence that such Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of 9 Resolution No.2020-088-3486 authentication on any 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 Bonds that may be issued hereunder at any one time. D. Except when the Bonds are held in book-entry form, any Bond may be transferred upon the registration books maintained by the Bond Registrar upon delivery thereof to the designated corporate trust 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 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 Bond or Bonds of the same maturity and interest rate and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds, of other authorized denominations of the same series, maturity and interest rate. The City and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a 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 Bond shall be delivered. The City, the Bond Registrar, and the Paying Agent may deem and treat the Registered Owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal thereof and the interest and redemption premium, if any,thereon. E. If any Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Bond, or (ii) pay a 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 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 Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Bond be at any time found by anyone, and such duplicate 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 Bond so mutilated,destroyed, or stolen or lost. F. The Bonds shall be subject to redemption prior to their maturity at such times and in such manner as may be set forth in the Mayor's Certificate and the Bond Purchase Agreement, based upon the recommendations of the City Manager, the Finance Director and the Financial Advisor. 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) and not more than forty-five (45) days 10 Resolution No.2020-088-3486 before the redemption date to all Registered Owners of the Bonds or portions of the 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 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any 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 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 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption that relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. In the case of an optional redemption, the notice of redemption may state that (1) it is conditioned upon the deposit of moneys with the Paying Agent or with an escrow agent under an escrow deposit agreement, in amounts necessary to effect the redemption, 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 paragraph. 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 City delivers a written direction to the Paying Agent directing the Paying Agent to rescind the redemption notice. The Paying Agent shall give prompt notice of such rescission to the affected Bondholders. Any 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 moneys available shall constitute an event of default hereunder. The City shall give immediate notice to the MSRB (as hereinafter defined) and the affected Bondholders that the redemption did not occur and that the 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 Bond receives such notice. In addition to the mailing of the notice described above, each notice of redemption and payment of the redemption price shall meet the requirements set forth in subparagraphs (i) and (ii) below; provided, however, that, notwithstanding any other provision of this Resolution to the contrary, failure to comply with the terms of this paragraph shall not in any manner defeat the effectiveness of a call for redemption if notice thereof is given as otherwise prescribed above in this Section 6.F. (i) Each notice of redemption shall be sent at least thirty (30) days before the redemption date by registered or certified mail or overnight delivery service or email to all registered securities depositories then in the business of holding substantial amounts II Resolution No. 2020-088-3486 of obligations of types comprising the Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Bonds. (ii) Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. The Bond Registrar shall not be required to transfer or exchange any Bond after the publication and mailing of a notice of redemption nor during the period of fifteen(15) days next preceding publication and mailing of a notice of redemption. G. Notice having been given in the manner and under the conditions provided in the first three paragraphs of Section 6.17 above, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption for such Bonds or portions of 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 Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of Bonds shall cease to be entitled to any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the Registered Owners of such Bonds or portions of 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 Bonds for any unredeemed portions of the Bonds. H. In case part but not all of an Outstanding fully registered Bond shall be selected for redemption, the Registered Owners thereof shall present and surrender such 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 Bonds so surrendered, a Bond or Bonds fully registered as to principal and interest. I. Bonds or portions of Bonds that have been duly called for redemption under the provisions hereof, or as to which irrevocable instructions to call for redemption have been given by the City, and with respect to which amounts (including Government Obligations) sufficient to pay the principal of, redemption premium, if any, and interest to the date fixed for redemption shall be delivered to and held in separate trust accounts by any Authorized Depository or the Paying Agent in trust for the Registered Owners thereof, as provided in this Resolution, shall not be deemed to be Outstanding under the provisions of this Resolution and shall cease to be entitled to any lien, benefit or security under this 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 Authorized Depository or Paying Agent, as the case may be, for such redemption of the Bonds and, to the extent provided in the preceding subsection, to receive Bonds for any unredeemed portion of the Bonds. 12 Resolution No.2020-088-3486 J. If the date for payment of the principal of, redemption premium, if any, or interest on the Bonds shall be a Saturday, Sunday, legal holiday or 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. K. The text of the Bonds, the authentication certificate to be endorsed thereon and the form of assignment for such Bonds shall be substantially in the form attached hereto as Exhibit"A", with such omissions, insertions and variations as may be necessary or desirable and authorized by this 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. SECTION 7. APPLICATION OF BOND PROCEEDS: The proceeds, including accrued interest and premium, if any, received from the sale of the Bonds shall be applied by the City, simultaneously with delivery of the Bonds, as follows: A. Accrued interest, if any, shall be deposited in a separate account designated "City of Miami Gardens 2020 General Obligation Refunding Bonds (Taxable) Debt Service Fund" (the "Debt Service Fund"), which is hereby established with the Paying Agent, who shall apply such moneys to pay interest on the Bonds as the same becomes due. B. A sufficient amount of Bond proceeds as set forth in a certificate of the Mayor or City Manager delivered concurrently with the delivery of the Bonds (the "Proceeds Certificate"), shall be deposited irrevocably in trust in an escrow deposit trust fund established under the terms and provisions of the Escrow Deposit Agreement and shall be invested in Government Obligations in the manner set forth in the Escrow Deposit Agreement, which investments shall mature at such times and in such amounts as shall be sufficient, together with any cash deposit, to pay the principal of, premium, if applicable, and interest on the Refunded Bonds as the same mature or are redeemed on their respective redemption dates. C. A portion of the proceeds of the Bonds as set forth in the Proceeds Certificate shall be deposited in a separate account designated "City of Miami Gardens 2020 General Obligation Refunding Bonds (Taxable) Cost of Issuance Account", which is hereby established with the City to be held in an Authorized Depository, and shall be disbursed for payment of expenses incurred in issuing the Bonds; provided, however, that any premium for a Bond Insurance Policy may be paid directly to the issuer thereof by the Underwriter from the proceeds of the Bonds. SECTION 8. INVESTMENT OF BOND PROCEEDS AND OTHER MONEYS: All proceeds of the Bonds and other moneys held under the provisions of this Resolution may be invested by the City and, with respect to the Debt Service Fund, shall be invested by the Paying Agent at the direction of the City Manager or the Finance Director, in such investments as are permitted by applicable law. 13 Resolution No.2020-088-3486 SECTION 9. LEVY OF AD VALOREM TAX; PAYMENT AND PLEDGE: In each Fiscal Year while any of the Bonds are Outstanding there shall be assessed, levied and collected an ad valorem tax, without limitation as to rate or amount, on all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), in addition to all other taxes, sufficient in amount to pay the principal of and interest on the Bonds as the same shall become due. The tax assessed, levied and collected for the security and payment of the Bonds shall be assessed, levied and collected in the same manner and at the same time as other taxes are assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment of the principal of and interest on the Bonds. On or before each interest or principal payment date for the Bonds, the City shall transfer to the Paying Agent for deposit in the Debt Service Fund an amount sufficient to pay the principal of, redemption premium, if any, and interest on the Bonds then due and payable and the Paying Agent is hereby authorized and directed to apply such funds to said payment. The full faith, credit and taxing power of the City are hereby irrevocably pledged to the punctual payment of the principal of, interest on and redemption premium, if any, with respect to the Bonds as the same shall become due and payable. The Bondholders shall have a first lien on the taxes pledged hereunder (including the proceeds derived from the sale of tax certificates in the event of a delinquency in such payment of taxes) and the other monies, if any, on deposit in the funds and accounts created hereunder, including all earnings thereon, on a parity with the Parity Bonds. The City will diligently enforce its right to receive tax revenues and will diligently enforce and collect such taxes. The City will not take any action that will impair or adversely affect its rights 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 10. AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS; APPOINTMENT OF ESCROW AGENT; EXECUTION OF ESCROW DEPOSIT AGREEMENT: A. The City hereby authorizes the redemption and the refunding of the Refunded Bonds at such time and in such amounts as may be determined by the Mayor, upon the recommendation of the Financial Advisor. B. U.S. Bank National Association is hereby appointed the Escrow Agent under the Escrow Deposit Agreement. C. The Mayor or the City Manager are each hereby authorized, together with the City Clerk, to execute the Escrow Deposit Agreement, in substantially the form attached hereto as Exhibit "C", subject to such changes, insertions and omissions and such filling-in of blanks therein as may be necessary to evidence the terms of the Bonds and such additional changes as may be approved by the Mayor or the City Manager, after consultation with Bond Counsel and the City Attorney. The execution and delivery by the Mayor or the City Manager, and the City Clerk, of the Escrow Deposit Agreement for and on behalf of the City shall be 14 Resolution No.2020-088-3486 conclusive evidence of the approval of such officers and the City of any such changes, insertions, omissions or filling-in of blanks. SECTION 11. APPOINTMENT OF BOND REGISTRAR AND PAYING AGENT; APPOINTMENT OF VERIFICATION AGENT: A. U.S. Bank National Association, is hereby appointed the Bond Registrar and Paying Agent for the Bonds. The Mayor, the City Manager or the Finance Director, after consultation with the City Attorney, is each hereby authorized to enter into any necessary agreements in connection with the appointment of the Bond Registrar and Paying Agent. B. The recitals of facts contained herein and in the Bonds shall be taken as the statements of the City and neither the Bond Registrar nor the Paying Agent assumes any responsibility for the correctness of the same. Neither the Bond Registrar nor the Paying Agent makes any representation as to the validity or sufficiency of this Resolution or of any Bonds issued thereunder or as to the security afforded by this Resolution, and neither shall incur any liability in respect thereof. The Bond Registrar shall, however, be responsible for its representation contained in its certificate of authentication of the Bonds. The Paying Agent shall be entitled to rely upon the directions of the City Manager or the Finance Director in the investment of proceeds of the Bonds and other moneys under this Resolution and neither the Bond Registrar nor the Paying Agent shall be responsible with respect to the application of money paid by it in accordance with the provisions of this Resolution. Neither the Bond Registrar nor the Paying Agent shall be under any obligation or duty to take any action constituting enforcement of the covenants of the City under this Resolution, which would involve it in expense or liability, or to institute or defend any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified. Neither the Bond Registrar nor the Paying Agent shall be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. C. The City shall agree to pay the Bond Registrar and the Paying Agent reasonable compensation for all services rendered by each of them under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. D. Causey Demgen & Moore P.C. is hereby appointed as Verification Agent for the refunding of the Refunding Bonds. SECTION 12. PRELIMINARY OFFICIAL STATEMENT; OFFICIAL STATEMENT: The use of a Preliminary Official Statement in connection with the marketing of the Bonds is hereby authorized. The Preliminary Official Statement in substantially the form attached hereto as Exhibit "D" is hereby approved with such changes, insertions and omissions and such filling-in of blanks therein as may be approved by the Mayor or City Manager, after consultation with Disclosure Counsel to the City ("Disclosure Counsel") and the City Attorney. The Mayor or the City Manager is each hereby authorized to approve and execute, on behalf of the City, an Official Statement relating to the Bonds substantially in the form of the Preliminary Official Statement, with such changes from the Preliminary Official Statement as the Mayor or 15 Resolution No.2020-088-3486 the City Manager, after consultation with Disclosure Counsel and the City Attorney, may approve, such execution to be conclusive evidence of such approval. The Mayor or the City Manager, after consultation with Disclosure Counsel and the City Attorney, is each hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange Council (the "Rule") and to execute a written certificate evidencing the same. SECTION 13. CONTINUING DISCLOSURE: (a) The City covenants and agrees, in accordance with the provisions of, and to the degree necessary to comply with, the Rule, to provide or cause to be provided for the benefit of the beneficial owners of the Bonds (the `Beneficial Owners") to the Municipal Securities Rulemaking Board ("MSRB") in an electronic format prescribed by the MSRB (currently through its Electronic Municipal Market Access system ("EMMA"), the following annual financial information (the "Annual Information"), commencing with the Fiscal Year ended September 30, 2020: (1) Updates of the information pertaining to the City in the tables under the caption "AD VALOREM TAXATION", and the following tables under the caption "CERTAIN INFORMATION RELATING TO THE CITY OF MIAMI GARDENS, FLORIDA": "Direct and Overlapping Governmental Activities Debt for the Year Ended September 30, 2019"; and"Debt Ratios and Debt Per Capita", in a form which is generally consistent with the presentation of such information in the Official Statement and updates of any other operating data included in the Official Statement to the extent not included in the audited financial statements of the City referred to in(2)below. (2) Audited financial statements with respect to the City utilizing generally accepted accounting principles to local governments. The information in paragraphs (1) and (2) above is expected to be available on or prior to June 1 of each year for the preceding Fiscal Year, commencing June 1, 2021. The financial statements referred to in clause (2) above are expected to be available separately from the information in clause (1) above and shall be provided by the City as soon as practical after acceptance of such statements from the auditors by the City. If not available by June 1 after the end of the Fiscal Year, unaudited information will be provided in accordance with the time frame set forth above and audited financial statements will be provided as soon after such time as they become available. (b) The City agrees to provide or cause to be provided to the MSRB via EMMA, in the appropriate format required by law or applicable regulation, in a timely manner not in excess of ten business days after the occurrence of the event, notice of the occurrence of any of the following events as enumerated under the Rule with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; 16 Resolution No.2020-088-3486 (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) modifications to rights of Bondholders or Beneficial Owners of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release; substitution or sale of any property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the City (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the City in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City); (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) the appointment of a successor or additional trustee or paying agent or the change of name of a trustee or paying agent, if material; 17 Resolution No.2020-088-3486 (15) incurrence of a financial obligation of the City, as defined in the Rule, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect Bondholders or security holders, if material; and (16) default, event of acceleration, termination event, modification of terms or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties. (c) The City also agrees to provide or cause to be provided, in a timely manner, to the MSRB via EMMA, in the appropriate format required by law or applicable regulation, notice of its failure to provide the Annual Information with respect to itself on or prior to June 1 following the end of the preceding Fiscal Year. (d) The obligations of the City under this Section shall remain in effect only so long as the Bonds are Outstanding. The City reserves the right to terminate its obligations to provide the Annual Information and notices of material events, as set forth above, if and when the City no longer remains an "obligated person" with respect to the Bonds within the meaning of the Rule. (e) The City agrees that its undertaking pursuant to the Rule set forth in this Section 13 is intended to be for the benefit of the Beneficial Owners of the Bonds and shall be enforceable by such Beneficial Owners if the City fails to cure a breach within a reasonable time after receipt of written notice from a Beneficial Owner that a breach exists; provided that any such Beneficial Owner's right to enforce the provisions of this undertaking shall be on behalf of all Beneficial Owners and shall be limited to a right to obtain specific performance of the City's obligations under this Section in a federal or state court located within the Miami-Dade County and any failure by the City to comply with the provisions of this undertaking shall not be a default with respect to the Bonds. (f) The requirements of subsection(a) above do not necessitate the preparation of any separate annual report addressing only the Bonds. The requirements of subsection (a) may be met by the filing of an annual information statement or the City's Comprehensive Annual Financial Report, provided such report includes all of the required Annual Information and is available for each Fiscal Year on or prior to June 1 of each year for the preceding Fiscal Year. Additionally, the City may incorporate any information in any prior filing with the MSRB, or included in any final official statement of the City, provided such final official statement is filed with the MSRB. (g) The City reserves the right to modify from time to time the specific types of information provided or the format of the presentation of such information, to the extent necessary or appropriate in the judgment of the City; provided that the City agrees that any such modification will be done in a manner consistent with the Rule. (h) Except to cure any ambiguity, inconsistency or formal defect or omission in the provisions of this Section 14, the City's covenants as to continuing disclosure (the "Covenants") may only be amended if: 18 Resolution No.2020-088-3486 (1) the amendment is made in connection with a change in circumstances that arises from a change in legal requirements, a change in law or a change in the identity, nature or status of the City or type of business conducted; the Covenants, as amended, would have complied with the requirements of the Rule at the time of award of the Bonds, after taking into account any amendments or change in circumstances; and the amendment does not materially impair the interests of the Beneficial Owners, as determined by Disclosure Counsel, Bond Counsel or other independent counsel knowledgeable in the area of federal securities laws and regulations; or (2) all or any part of the Rule, as interpreted by the staff of the Securities and Exchange Commission at the date of the adoption of this Resolution, ceases to be in effect for any reason, and the City elects that the covenants shall be deemed amended accordingly. (i) Any assertion of beneficial ownership must be filed with the City, along with full documentary support, as part of the written request described above. 0) The Council further authorizes and directs the City Manager or the Finance Director to cause all other agreements to be made or action to be taken as required in connection with meeting the City's obligations as to the Covenants, including entering into an agreement with a dissemination agent to provide continuing disclosure services to the City. The City Manager or the Finance Director shall further be authorized to make such additions, deletions and modifications to the Covenants as he/she shall deem necessary or desirable after consultation with the City Attorney, Bond Counsel and Disclosure Counsel. SECTION 14. BOND INSURANCE POLICY: The Mayor may, after consultation with the City Manager, the Finance Director, Bond Counsel and the City Attorney, provide in the Mayor's Certificate or by separate agreement covenants for the benefit of the provider of a Bond Insurance Policy,which covenants shall have the same effect as if included in this Resolution. The provider of any Bond Insurance Policy shall, so long as it has not defaulted in its obligations thereunder, be entitled to exercise all rights granted the Bondholders (i) in the event of a default by the City hereunder or (ii) subject to the provisions of Section 16 hereof, in connection with the modification or amendment of this Resolution, in lieu of the Bondholders whose Bonds are insured by the Bond Insurance Policy. SECTION 15. 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 are each designated as agents of the City in connection with the issuance and delivery of the 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, including, but not limited to, the procurement of the Bond Insurance Policy, that are necessary or desirable in connection with the execution and delivery of the Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution or any action relating to the Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Bonds. 19 Resolution No.2020-088-3486 SECTION 16. MODIFICATION OR AMENDMENT: After the issuance of the 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 Bonds, but no modification or amendment shall permit a change (a) in the maturity of the Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Bond, (c) that would affect the unconditional promise of the City to levy and collect ad valorem taxes as herein provided, or(d)that would reduce such percentage of Registered Owners of the 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, (i) the Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted and (ii) the provider of any Bond Insurance Policy shall, so long as it has not defaulted in its obligations thereunder, be deemed the owner of all the Bonds insured by such Bond Insurance Policy in lieu of the Bondholders, except that with respect to modifications or amendments described in clauses (a) through (d) above, the consent of all the Bondholders shall still be required. SECTION 17. DEFEASANCE AND RELEASE: If, at any time after the date of issuance of the Bonds (a) all Bonds secured hereby 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, redemption premium, if any, and interest on such Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination thereof, (b) the full amount of the principal, redemption premium, if any, and the interest so due and payable upon all of such Bonds then Outstanding or any portion of such Bonds, at maturity or upon redemption, shall be paid, or sufficient moneys or Government Obligations maturing not later than the maturity or redemption dates of such principal, redemption premium, if any, and interest, which, together with the income realized on such investments, shall be sufficient (which sufficiency shall be verified by an independent certified public accountant selected by the City) to pay all such principal, redemption premium, if any, and interest on said Bonds at the maturity thereof or the date upon which such Bonds are to be called for redemption prior to maturity, shall be held by an Authorized Depository or the Paying Agent in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby), 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 then and in that case such Bonds shall be deemed paid, satisfied and discharged and 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. SECTION 18. DEFAULTS AND REMEDIES: The following events shall each constitute an event of default under this Resolution and the Bonds: (a) failure to pay the principal of or interest on the Bonds as and when the same shall become due and payable; (b) the dissolution or liquidation of the City, or the filing by the City of a voluntary petition in bankruptcy, or the commission by the City of any act of bankruptcy, or 20 Resolution No.2020-088-3486 adjudication of the City as a bankrupt, or assignment by the City for the benefit of its creditors, or appointment of a receiver for the City, or the entry by the City into an agreement of composition with its creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceeding for its reorganization instituted under the provisions of the Federal Bankruptcy Act, as amended, or under any similar act in any jurisdiction which may be in effect or hereafter enacted; (c) the City shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Resolution on the part of the City to be performed, and such default shall continue for a period of thirty (30) days after written notice from the Bondholders of not less than twenty-five per cent (25%) of the aggregate principal amount of the Bonds then Outstanding; or (d) any material representation or warranty made by the City in connection with the sale or issuance of the Bonds shall be discovered to have been false when made. The Bondholders may, during the continuance of such an event of default, either at law or in equity, by suit, mandamus or other proceedings in any court of competent jurisdiction, protect and enforce any and all rights under the laws of the State of Florida, or granted or contained in the Bonds or this Resolution, and may enforce and compel the performance of all duties required by this Resolution and the Bonds or by any applicable statute to be performed by the City or any officer thereof. SECTION 19. SEVERABILITY: If any one or more of the covenants, agreements or provisions of this Resolution shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Bonds issued hereunder. SECTION 20. 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 Bonds, the provider of any Bond Insurance Policy, the Underwriter, the Escrow Agent, 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 Bonds, the provider of any Bond Insurance Policy, the Underwriter, the Escrow Agent,the Bond Registrar and the Paying Agent. SECTION 21. CONTROLLING LAW; MEMBERS OF COUNCIL OR CITY 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, attorney, independent contractor or employee 21 Resolution No.2020-088-3486 of the Council or the City in his individual capacity, and neither the members of the Council nor any official executing the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Council or such members thereof. SECTION 22. QUALIFICATION FOR THE DEPOSITORY TRUST COMPANY: There is hereby established a system of book-entry only, uncertificated registration with respect to the Bonds, as permitted by Chapter 279, Florida Statutes. The system shall be as described in the Official Statement. The City reserves the right to amend, discontinue or reinstitute this system from time to time, subject to the covenants with the beneficial owners of the Bonds. Neither the City nor the Bond Registrar shall be liable for the failure of the depository of the Bonds to perform its obligations as described in the Official Statement, nor for the failure of any participant in the system maintained by the depository to perform any obligation the participant may incur to a beneficial Owner of any Bond. The City, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify the Bonds for deposit with DTC, including but not limited to those actions as may be set forth in a letter agreement entered into by and between the City and DTC, wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book-entry data received from DTC in place of actual delivery of Bonds and provisions of notices with respect to 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, email or other similar means of communication. The Mayor, the City Manager and the Finance Director are each hereby authorized to execute and deliver any necessary agreement or other documents with DTC on behalf of the City. SECTION 23. REPEALING CLAUSE: All resolutions or parts thereof in conflict herewith,to the extent of such conflicts, are hereby superseded and repealed. SECTION 24. EFFECTIVE DATE: This Resolution shall become effective immediately upon its adoption. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI GARDENS AT ITS REGULAR MEETING HELD ON JULY 22, 2020. OLIVER GILBERT, III, MAYOR ATTEST: 22 Resolution No.2020-088-3486 MARIO AATAILLE, CMC, CITY CLERK PREPARED BY: WEISS SEROTA HELFMAN COLE & BIERMAN, P.L., Bond Counsel SPONSORED BY: CAMERON BENSON, CITY MANAGER Moved by: Mayor Gilbert Seconded by: Vice Mayor Harris VOTE: 7-0 Mayor Oliver Gilbert, III Yes Vice Mayor Rodney Harris Yes Councilman Erhabor Ighodaro, Ph.D. Yes Councilman Reggie Leon Yes Councilwoman Lillie Q. Odom Yes Councilman David Williams Jr. Yes Councilwoman Katrina Wilson Yes 23 Resolution No.2020-088-3486 EXHIBIT "A" Form of Bond No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI GARDENS, FLORIDA GENERAL OBLIGATION REFUNDING BOND, SERIES 2020(TAXABLE) Maturity Date Interest Rate Dated Date CUSIP No. Registered Owner: Principal Amount: Dollars The City of Miami Gardens, 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 corporate trust office of U.S. Bank National Association, in Miami, Florida, as the Paying Agent for the Bonds, or any successor Paying Agent appointed by the City pursuant to the 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 January 1, 2021. Interest will be paid 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 U.S. Bank National Association, as the Bond Registrar for the 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 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 Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the Registered Owners of Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. The principal of and the interest on this Bond are payable in any coin or currency of the United A-1 States of America which on the respective dates of payment thereof is legal tender for the payment of public or private debts. This Bond is one of an authorized issue of bonds in the aggregate principal amount of Dollars ($ ) (the "Bonds") of like date, tenor and effect, except as to number, maturity, interest rate, and initial CUSIP number, issued to refund a portion of the City's outstanding $60,000,000 General Obligation Bonds, Series 2014 and pay costs of issuance of the 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, as amended, Sections 132.33 through 132.47, Florida Statutes, as amended, the City of Miami Gardens Charter, Ordinance No. 2020- adopted by the City on 2020 (the "Ordinance"), and Resolution No. 2020- adopted by the City on 2020 (the "Resolution"), and other applicable provisions of law. This Bond is subject to all the terms and conditions of the Ordinance and Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. The full faith, credit and taxing power of the City are pledged to the punctual payment of the principal of and interest on the Bonds, as the same shall become due and payable. Reference is made to the Resolution for the provisions, among others, relating to the terms and security for the Bonds, the custody and application of the proceeds of the Bonds, the rights and remedies of the Holders 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 assents by acceptance hereof. The Bonds maturing on July 1, 20_ are subject to mandatory redemption prior to maturity, in part and selected by lot, at a redemption price of 100% of the principal amount thereof, on the following dates and in the following principal amounts: Date Principal Amount •Maturity. The Bonds are subject to redemption prior to their stated maturities at the option of the City, in whole or in part (in whole multiples of$5,000) on any Business Day (defined below) at the Make-Whole Redemption Price. The"Make-Whole Redemption Price" is the greater of: (i) 100% of the principal amount of the Bonds to be redeemed; or (ii) the sum of the present value of the remaining scheduled payments of principal and interest to the maturity date of the Bonds to be redeemed (taking into account any mandatory sinking fund redemption), not including any portion of those payments of interest accrued and unpaid as of the date on which those Bonds are to be redeemed, discounted on a semi-annual basis to the date on which those A-2 Bonds are to be redeemed, assuming a 360-day year consisting of twelve 30-day months, at the Treasury Rate (defined below)plus U basis points; plus, in each case, accrued and unpaid interest on those Bonds to be redeemed on the redemption date. "Treasury Rate" means, with respect to any redemption date for any particular Bond, the greater of: (i) the yield to maturity as of the redemption date of the United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days, but not more than forty-five (45) calendar days, prior to the redemption date (excluding inflation indexed securities)(or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the remaining average life of the Bonds to be redeemed (taking into account any mandatory sinking fund redemptions); provided, however, that if the period from the redemption date to maturity is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used; all as will be determined by the Designated Consultant(defined below), and such determination shall be conclusive and binding on the owners of the Bonds, or (ii) the rate per annum, expressed as a percentage of the principal amount, equal to the semiannual equivalent yield to maturity or interpolated maturity of the Comparable Treasury Issue (defined below), assuming that the Comparable Treasury Issue is purchased on the redemption date for a price equal to the Comparable Treasury Price (defined below), as calculated by the Designated Consultant, and such calculation shall be conclusive and binding on the owners of the Bonds. "Comparable Treasury Issue" means, with respect to any redemption date for a particular Bond, the United States Treasury security or securities selected by the Designated Consultant that has an actual or interpolated maturity comparable to the remaining average life of the Bond to be redeemed. If interpolation is utilized, the straight-line method will be applied to such interpolation. "Comparable Treasury Price" means, with respect to any redemption date for a particular Bond, (i) if the Designated Consultant receives at least four Reference Treasury Dealer Quotations (defined below), the average of such quotations for such redemption date, after excluding the highest and lowest Reference Treasury Dealer Quotations, or (ii) if the Designated Consultant obtains fewer than four Reference Treasury Dealer Quotations, the average of all such quotations. "Designated Consultant" means an independent accounting firm, investment banking firm or financial adviser retained by the City. A-3 "Reference Treasury Dealer" means each of the four firms, specified by the City from time to time, that are primary United States government securities dealers in the City of New York (each a "Primary Treasury Dealer"); provided, however, that if any of them ceases to be a Primary Treasury Dealer, the City will substitute another Primary Treasury Dealer. "Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date for a particular Bond, the average, as determined by the Designated Consultant, of the bid and asked prices for the Comparable Treasury Issue(expressed in each case as a percentage of its principal amount) quoted in writing to the Designated Consultant by such Reference Treasury Dealer at 3:30 P.M., New York City time, on the second Business Day preceding such redemption date. "Business Day" means any day, other than a Saturday or Sunday, and other than a day on which the Bond Registrar or a paying agent (other than the Bond Registrar), as applicable, is required, or authorized or not prohibited, by law (including without limitation, executive orders) to close and is closed. 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) but not more than forty-five (45) days prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed at the address shown on the registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Resolution. 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 Bond or portion thereof with respect to which no such failure or defect has occurred. All such Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date. The Resolution authorizes the City to give a conditional notice of optional redemption pursuant to which the City retains the right to rescind such notice on or prior to the scheduled redemption date upon the occurrence or non-occurrence of a particular event as described in such conditional notice of redemption and as further described in the Resolution. This Bond may be transferred upon the registration books of the City upon delivery thereof to the designated corporate trust 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 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 Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the 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 Bond or 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. Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds, of authorized denominations of the same series and maturity. The City and the Bond Registrar may charge the owner of such Bond for the registration of every transfer or exchange of a Bond an amount sufficient to reimburse them for any tax, fee or any other A-4 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 Bond shall be delivered. If the date for payment of the principal of, redemption premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or 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. It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida and the Resolution; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this 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 and the Resolution applicable hereto; that the issuance of the 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 an annual tax, without limitation as to rate or amount, upon all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), in addition to all other taxes, sufficient to pay the principal of and interest on the 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 taxes are assessed, levied and collected within the corporate limits of the City; and that the full faith, credit and taxing power of the City are pledged to the punctual payment of the principal of and interest, and redemption premium, if any, on the Bonds, as the same shall become due and payable. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar. This Bond is and has all the qualities and incidents of, an investment security under the Uniform Commercial Code-Investment Securities Law of the State of Florida. A-5 IN WITNESS WHEREOF, the City of Miami Gardens, Florida, has issued this Bond and has caused the same to be signed by its Mayor and attested 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, all as of the Dated Date stated above. CITY OF MIAMI GARDENS, FLORIDA (SEAL) By: Mayor ATTESTED: By: City Clerk A-6 CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds designated in and executed under the provisions of the within mentioned Resolution. U.S. Bank National Association, as Bond Registrar By: Authorized Signatory Date of Authentication: A-7 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 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: The signature must be NOTICE: No transfer will be registered and guaranteed by an "eligible guarantor no new Bond will be issued in the name of Institution" meeting the requirements of the Transferee, unless the signature(s)to this membership or participation in the assignment correspond(s) with the name as Security Transfer Agent Medallion it appears upon the face of the within Bond Program ("STAMP") or such other in every particular, without alteration or "signature guarantee program" as may be enlargement or any change whatsoever. determined by the Bond Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended [insert Statement of Insurance, if applicable] A-8 EXHIBIT "B" Form of Bond Purchase Agreement B-1 EXHIBIT"C" Form of Escrow Deposit Agreement c-I EXHIBIT "D" Form of Preliminary Official Statement D-1