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2010-11ORDINANCE NO. 2010-11 AN ORDINANCE OF THE CITY OF AVENTURA, FLORIDA, AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $16,500,000 IN AGGREGATE PRINCIPAL AMOUNT OF OBLIGATIONS OF THE CITY TO REFINANCE THE ACQUISITION AND CONSTRUCTION OF VARIOUS CAPITAL IMPROVEMENTS AND TO PAY COSTS AND EXPENSES OF ISSUING SUCH OBLIGATIONS; PROVIDING FOR A COVENANT TO BUDGET AND APPROPRIATE LEGALLY AVAILABLE NON -AD VALOREM FUNDS EACH YEAR TO PAY THE PRINCIPAL OF, REDEMPTION PREMIUM, IF ANY, AND INTEREST ON THE OBLIGATIONS; PROVIDING FOR THE RIGHTS OF THE HOLDERS OF SUCH OBLIGATIONS; PROVIDING SEVERABILITY AND AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF AVENTURA, FLORIDA: SECTION 1. DEFINITIONS. When used in this Ordinance, the following terms shall have the following meanings, unless some other meaning is plainly intended: "City" shall mean the City of Aventura, Florida, a municipal corporation established by the State of Florida. "Commission" shall mean the City Commission of the City of Aventura, Florida. "Non -Ad Valorem Funds" shall mean all revenues of the City derived from any source other than ad valorem taxation on real or personal property, which are legally available to make the payments required in this Ordinance. "Obligations" shall mean the bonds, notes, certificates or other evidence of indebtedness issued by the City pursuant to this Ordinance. "Ordinance" shall mean this Ordinance enacted by the Commission, as amended and supplemented from time to time. "Refunded Debt" shall mean the obligations of the City pursuant to a Loan Agreement, dated as of April 1,1999, between the Florida Municipal Loan Council and the City. Ordinance No. 2010 -11 Page 2 "Resolution" shall mean the resolution authorizing the issuance of all or a portion of the Obligations and setting forth the terms and details of such Obligations as described in Section 4. Words importing the singular number include the plural number, and vice versa. SECTION 2. FINDINGS. The Commission finds and determines that: (A) It is in the interests of the City to refinance the Refunded Debt in order to achieve debt service savings. (B) The most efficient and cost - effective method of refinancing the Refunded Debt is by the issuance of the Obligations secured by Non -Ad Valorem Funds in the manner set forth in Section 5 of this Ordinance and in the Resolution. (C) The principal of, redemption premium, if any, and interest on the Obligations shall be paid from Non -Ad Valorem Funds, unless otherwise paid by such entity as shall provide credit enhancement, if any, on the Obligations and in such a case, reimbursement of the credit enhancer shall be from Non -Ad Valorem Funds. The City shall never use or be required to use any ad valorem taxes for the payment of the Obligations. The Obligations shall not constitute a general obligation of the City or a pledge of its faith and credit, nor shall the holders of the Obligations have any lien or encumbrance on any property owned by the City, including the Project. SECTION 3. AUTHORIZING THE REFINANCING OF THE REFUNDED DEBT. The Commission authorizes and approves the refinancing of the Refunded Debt. SECTION 4. ISSUANCE OF THE OBLIGATIONS. The Obligations are authorized to be issued at one or more times in an aggregate principal amount of not exceeding $16,500,000. The particular designation of each Obligation shall be made in the Resolution. The Obligations shall be issued for the principal purposes of (A) refinancing the Refunded Debt, (B) establishing debt service reserves, if deemed necessary by the Commission, and (C) paying costs and expenses of issuing the Obligations. The principal of, redemption premium, if any, and interest on the Obligations shall be payable solely from Non -Ad Valorem Funds, in the manner set forth in Section 5 of this Ordinance and in the Resolution. The Obligations shall be dated such date or dates, shall bear interest at such rate or rates, shall mature at such time or times and in such amount or amounts as may be determined in the Resolution, and may be redeemable before maturity, at the option of the City, at such price or prices and under such terms and conditions as may be fixed in the Resolution. The Commission shall determine in the Resolution the form of the ►J Ordinance No. 2010 -11 Page 3 Obligations, the manner of executing such Obligations, and such other terms and provisions of the Obligations as it deems appropriate. The Obligations may bear interest at a fixed rate, as shall be determined in the Resolution. In case any officer whose signature or a facsimile of whose signature shall appear on any Obligation shall cease to be such officer before the delivery of such Obligation, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if he or she had remained in office until such delivery. The Commission shall sell the Obligations in such manner and for such price as it determines in the Resolution to be in the best interests of the City. The Obligations may be issued without any other proceedings or the happening of any other conditions or things other than the adoption of the Resolution. The proceeds of the Obligations shall be disbursed in such manner and under such restrictions, if any, as may be provided in the Resolution. The Resolution shall include, but without limitation, provisions as to the rights and remedies of the holders of the Obligations, the application of funds, the flow of funds and such other matters as are customarily in such an instrument. The Resolution may provide for the City entering into one or more loan or other financing agreements with the purchaser of the Obligations. SECTION 5. COVENANT TO BUDGET AND APPROPRIATE. The City may covenant and agree pursuant to a Resolution to appropriate in its annual budget, by amendment, if necessary, from Non -Ad Valorem Funds lawfully available in each fiscal year, amounts sufficient to pay the principal of, redemption premium, if any, and interest on any Obligation when due each fiscal year or to reimburse any credit enhancer which may have satisfied such payment. Such covenant and agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem Funds shall be cumulative to the extent not paid, and shall continue until such Non -Ad Valorem Funds or other legally available funds in amounts sufficient to make all such required payments shall have been budgeted, appropriated and actually paid. Notwithstanding the foregoing, the City has not covenanted to maintain any services or programs, now provided or maintained by the City, which generate Non -Ad Valorem Funds. Such covenant to budget and appropriate shall not create any lien upon or pledge of such Non -Ad Valorem Funds, nor shall it preclude the City from pledging in the future its Non -Ad Valorem Funds, nor shall it require the City to levy and collect any particular Non -Ad Valorem Funds, nor shall it give the holders of any Obligations or any credit enhancer a prior claim on the Non -Ad Valorem Funds as opposed to claims of general creditors of the City. Such covenant to appropriate Non -Ad Valorem Funds shall be subject in all respects to the payment of obligations secured by a prior or future pledge of such Non -Ad Valorem Funds (including the payment of debt service on bonds and other 3 Ordinance No. 2010 -11 Page 4 debt instruments). However, the covenant to budget and appropriate in its annual budget for the purposes and in the manner stated in this Ordinance and in the Resolution shall have the effect of making Non -Ad Valorem Funds available for the payment of the Obligations, and placing on the City a positive duty to appropriate and budget, by amendment, if necessary, Non -Ad Valorem Funds sufficient to meet its obligations under this Ordinance and the Resolution; subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes; and, to the extent and only to the extent necessary to avoid a violation of Article VII, Section 12 of the Florida Constitution, subject, further, to the payment of services and programs which are for essential public purposes of the City or which are legally mandated by applicable law. SECTION 6. TAXING POWER NOT PLEDGED. The Obligations issued under the provisions of this Ordinance shall not be deemed to constitute a pledge of the faith and credit of the City, but the Obligations and repayment shall be payable from the Non -Ad Valorem Funds in the manner provided in this Ordinance and the Resolution. The issuance of the Obligations under the provisions of this Ordinance shall not directly, indirectly or contingently obligate the City to levy or to pledge any form of ad valorem taxation. The holder of the Obligations shall never have the right to compel any exercise of the ad valorem taxing power on the part of the City to pay the Obligations or the interest on the Obligations against any property of the City, nor shall the Obligations constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. SECTION 7. REMEDIES OF HOLDERS OF OBLIGATIONS. The holders of the Obligations, except to the extent the rights given to them pursuant to this Ordinance may be restricted by the Resolution, may, whether at law or in equity, by suit, action, mandamus or other proceeding, protect and enforce any and all rights under the laws of the State of Florida or granted under this Ordinance or under the Resolution, and may enforce and compel the performance of all duties required by this Ordinance or by such Resolution, to be performed by the City. SECTION 8. ALTERNATIVE METHOD. This Ordinance shall be deemed to provide an additional and alternative method for the doing of things authorized hereby and shall be regarded as supplemental and additional to powers conferred by other laws, and shall not be regarded as in derogation of any powers now existing or which may hereafter come into existence. This Ordinance, being necessary for the welfare of the inhabitants and/or property owners of the City, shall be liberally construed to effect its purposes. SECTION 9. GENERAL AUTHORITY. The members of the Commission of the City and the officers, attorneys and other agents or employees of the City are authorized to do all acts and things required of them by this Ordinance, or S Ordinance No. 2010 -11 Page 5 desirable or consistent with its requirements for the full punctual and complete performance of all the terms, covenants and agreements contained in this Ordinance. SECTION 10. SEVERABILITY. If any section, paragraph, clause or provision of this Ordinance shall be held to be invalid for any reason, such invalidity shall not effect the validity or enforcement of any of the remaining provisions. This Ordinance shall take precedence over any other ordinance or resolution of the City to the extent of any conflict or inconsistency with each. SECTION 11. EFFECTIVE DATE. This Ordinance shall take effect immediately upon its enactment on the second reading. The foregoing Ordinance was offered by Vice Mayor Stern who moved its adoption on first reading. The motion was seconded by Commissioner Weinberg and upon being put to a vote, the vote was as follows: Commissioner Zev Auerbach yes Commissioner Bob Diamond yes Commissioner Teri Holzberg yes Commissioner Billy Joel yes Commissioner Luz Weinberg yes Vice Mayor Michael Stern yes Mayor Susan Gottlieb yes The foregoing Ordinance was offered by Commissioner Teri Holzberg who moved its adoption on second reading. The motion was seconded by Commissioner Billy Joel and upon being put to a vote, the vote was as follows: Commissioner Zev Auerbach yes Commissioner Bob Diamond yes Commissioner Teri Holzberg yes Commissioner Billy Joel yes Commissioner Luz Weinberg yes Vice Mayor Michael Stern yes Mayor Susan Gottlieb yes PASSED AND ADOPTED on first reading this 7th day of September, 2010. 5 Ordinance No. 2010- !I Page 6 PASSED AND ADOPTED on second reading this Z day of 2010. L USAN GOTTLIEB, MAYOR ATTEST: h MMC, CITY CLERK APPROVED AS TO FORM AND LEGAL SUFFICIENCY: bi t , , CITY ATTORNEY C�