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HomeMy WebLinkAboutR-09-0103Vop City of Miami Legislation < U R �O Resolution: R-09-0103 File Number: 09-00200 City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com Final Action Date: 3/12/2009 A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED FIFTY-ONE MILLION, FIFTY-FIVE THOUSAND DOLLARS ($51,055,000) IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS, SERIES 2009 (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS) ("SERIES 2009 BONDS"), TO PAY FOR THE COSTS OF ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS WITHIN THE CITY AND TO PAY THE COSTS OF ISSUANCE OF THE SERIES 2009 BONDS; PROVIDING THAT SUCH SERIES 2009 BONDS SHALL NOT CONSTITUTE GENERAL OBLIGATIONS OF THE CITY BUT SHALL BE SPECIAL LIMITED OBLIGATIONS PAYABLE FROM A LIMITED AD VALOREM TAX TO BE LEVIED ANNUALLY ON ALL TAXABLE PROPERTY IN THE CITY, WHICH LIMITED AD VALOREM TAX SHALL BE PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON SUCH SERIES 2009 BONDS; PROVIDING A SECONDARY SOURCE OF PAYMENT FOR SUCH SERIES 2009 BONDS FROM NON AD VALOREM REVENUES; MAKING CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH SUCH NON AD VALOREM REVENUES; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE SERIES 2009 BONDS AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS, INSTRUMENTS AND CERTIFICATES IN CONNECTION THEREWITH SUBJECT TO REVIEW AND APPROVAL AS TO LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY; AUTHORIZING THE NEGOTIATED SALE OF THE SERIES 2009 BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH SUBJECT TO REVIEW AND APPROVAL AS TO LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY; APPROVING UNCERTIFICATED, BOOK -ENTRY ONLY REGISTRATION OF SAID SERIES 2009 BONDS WITH THE DEPOSITORY TRUST COMPANY; DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE AND OBTAIN A MUNICIPAL BOND INSURANCE POLICY AND/OR A CREDIT FACILITY, IF ANY, TO INSURE AND/OR SECURE, AS APPLICABLE, SAID SERIES 2009 BONDS AND TO EXECUTE AND DELIVER ANY RELATED AGREEMENTS SUBJECT TO REVIEW AND APPROVAL AS TO LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY; APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT, SUBJECT TO REVIEW AND APPROVAL AS TO LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY; PROVIDING FOR A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT SUBJECT TO REVIEW AND APPROVAL AS TO LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY AND THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION City of Miand Page 1 of 23 File Id: 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 WITH THE SERIES 2009 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12 AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO SUBJECT TO REVIEW AND APPROVAL AS TO LEGAL FORM AND CORRECTNESS BY THE CITY ATTORNEY AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; AUTHORIZING ALL REQUIRED ACTIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission (the "Commission") of the City of Miami, Florida (the "City") enacted Ordinance No. 12137 on October 11, 2001 (the "Initial Ordinance" and, together with this Resolution, the "Bond Resolution") providing, subject to the bond referendum described below, for the issuance of bonds of the City in a principal amount not to exceed Two Hundred Fifty -Five Million Dollars ($255,000,000) (the "Voter Approved Bonds") to be payable from ad valorem taxes to be levied on all taxable property in the City provided that the millage rate for the Voter Approved Bonds, together with all other Debt Millage (as defined herein), does not exceed 1.218 mills to pay for homeland security, neighborhood improvements, capital projects and infrastructure improvements within the City as therein described (collectively the "Homeland Defense/Neighborhood Capital Improvement Projects"), authorizing the Homeland Defense/Neighborhood Capital Improvement Projects and calling for a bond referendum to determine whether the qualified electors of the City approve the issuance of the Voter Approved Bonds (it being understood that the millage rate limitation described above applies only to the Voter Approved Bonds, and does not apply to, or in any way affect, the City's obligation to assess, levy and collect ad valorem taxes, without limitation as to rate or amount, on all taxable property within the corporate limits of the City, for the payment of the principal of and interest on the City's full faith and credit general obligation bonds); and WHEREAS, by bond referendum duly held on November 13, 2001 in accordance with applicable laws of the State of Florida, the issuance of the Voter Approved Bonds was approved by the qualified electors of the City; and WHEREAS, the City Clerk on November 14, 2001 accepted the certification by the Miami -Dade County Canvassing Board of the results of such bond referendum approving the issuance of the Voter Approved Bonds; and WHEREAS, on August 8, 2002, pursuant to the Initial Ordinance and Resolution No. 02-797 adopted by the Commission on July 9, 2002, the City issued its One Hundred and Fifty -Three Million, One Hundred and Eighty -Six Thousand, Four Hundred and Five Dollars and Eighty -Five Cents ($153,186,405.85) original principal amount of City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2002 (Homeland Defense/Neighborhood Capital Improvement Projects) (the "Series 2002 Bonds"), to finance a portion of the costs of the Homeland Defense/Neighborhood Capital Improvement Projects as the initial series of Voter Approved Bonds; and WHEREAS, on July 10, 2007, pursuant to the Initial Ordinance and Resolution No. 07-03537 adopted by the Commission on June 14, 2007, the City issued its One Hundred and Three Million, Sixty Thousand Dollars ($103,060,000) original principal amount of City of Miami, Florida Limited Ad Valorem Tax Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects), to refund on an advanced basis a portion of the outstanding Series 2002 Bonds, and its Fifty Million Dollars ($50,000,000) original principal amount of City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2007B (Homeland Defense/Neighborhood Capital City of Miami Page 2 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 Improvement Projects), to finance a portion of the costs of the Homeland Defense/Neighborhood Capital Improvement Projects, as the second series of Voter Approved Bonds; WHEREAS, the Commission has further determined that it is in the best interest of the City to proceed at this time with the issuance of the Series 2009 Bonds (as defined herein) as the third series of Voter Approved Bonds to finance a portion of the costs of the Homeland Defense/Neighborhood Capital Improvement Projects; and WHEREAS, the Initial Ordinance provided that the details and other matters with respect to the issuance of the Voter Approved Bonds would be determined by resolution adopted by the Commission prior to the time of sale of the Voter Approved Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section 1. Definitions. As used herein, unless the context otherwise requires: "Accreted Value" means, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Series 2009 Bond (the principal amount on the date of original issuance), plus the interest accrued on such Series 2009 Bond from the date of original issuance to the interest payment date next preceding the date of computation or the date of computation if an interest payment date, compounded periodically at the times provided for in the Bond Purchase Agreement, and if such date of computation is not an interest payment date, a portion of the difference between the Accreted Value as of the immediately preceding interest payment date (or the date of original issuance if such date of computation is prior to the first interest payment date succeeding the date of original issuance) and the Accreted Value as of the immediately succeeding interest payment date, calculated based on the assumption that Accreted Value accrues during any period in equal daily amounts on the basis of a year of twelve 30 -day months. "Act" means the Constitution and laws of the State of Florida, including, without limitation, Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, and, to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami. "Amortization Installments" means the funds to be deposited in the Bond Amortization Account in any given Fiscal Year for the payment at maturity or redemption of a portion of Term Bonds, as established by the City prior to the delivery of the Series 2009 Bonds. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the City as a depository, which is authorized under Florida law to be a depository of municipal funds and which has complied with all applicable state and federal requirements concerning the receipt of City funds. "Bond Amortization Account" means an account established with the Paying Agent for the deposit of Amortization Installments, if any. "Bond Purchase Agreement" means the Bond Purchase Agreement with respect to the Series 2009 Bonds between the Underwriters and the City. "Bond Registrar" means initially U.S. Bank National Association and thereafter, the City or any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Series 2009 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 2009 Bonds. "Bond Resolution" means collectively, the Initial Ordinance and this Resolution. "Bondholder", "holder" or "registered owner" means the person in whose name any Series 2009 Bond City of Miami Page 3 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 is registered on the registration books maintained by the Bond Registrar. "Capital Appreciation Bonds" means any Series 2009 Bond issued under this Resolution as to which interest is compounded periodically on the interest payment dates designated for compounding in the Bond Purchase Agreement for such Series 2009 Bonds and payable in an amount equal to the then current Accreted Value to the date of maturity or redemption prior to maturity as designated in such Bond Purchase Agreement and which may be either Serial Bonds or Term Bonds. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or his or her designee. "City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or her principal functions. "City Manager" means the City Manager or his or her designee or the officer succeeding to his or her principal functions. "Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulations promulgated or applicable thereunder. "Commission" means the City Commission of the City. "Continuing Disclosure Agreement" means the Disclosure Dissemination Agent Agreement substantially in the form attached to this Resolution as Exhibit "D" hereto to be entered into by the City and DAC in accordance with Section 15 of this Resolution. "Credit Facility" means a letter of credit, a line of credit or another credit or liquidity enhancement facility (other than a municipal bond insurance policy). "Current Interest Bonds" means Series 2009 Bonds the interest on which is periodically payable to the Bondholder on the interest payment dates with respect to the Series 2009 Bonds rather than only at the maturity or redemption thereof. "DAC" means Digital Assurance Certification, L.L.C. "Debt Millage" means the ad valorem tax millage levied with respect to voter approved bond referenda, as of November 13, 2001, excluding the debt millage with respect to the Voter Approved Bonds. "DTC" means The Depository Trust Company, New York, New York, its successors and assigns. "Finance Director" means the Director of Finance of the City or his or her designee or the officer succeeding to his or her principal functions. "Financial Advisor" means First Southwest Company. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12 -month period as may hereafter be designated as the fiscal year of the City. "Government Obligations" means: (a) Direct obligations of, or obligations guaranteed as to timely payment by, the United States of America; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (ii) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or obligations of the character described in clause (a) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and interest on the obligations of the character described in clause (a) hereof which have been deposited in such fund City of Miami Page 4 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 along with any cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (b) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate; (c) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed as to timely payment by the United States of America or any other agency or instrumentality of the United States of America or of any corporation wholly-owned by the United States of America; and (d) Evidences of ownership of proportionate interests in future interest and principal payments on obligations described in clause (a) hereof held by a bank or trust company as custodian. "Homeland Defense/Neighborhood Capital Improvements Projects" means the portion of the public safety and neighborhood capital improvements within the City, described in or provided for in the Initial Ordinance, to be funded in whole or in part with the proceeds of the Series 2009 Bonds, including but not limited to the capital improvements described in Schedule "A" attached hereto, or such other public safety and neighborhood capital improvements described in or provided for in the Initial Ordinance as determined by the City. "Initial Ordinance" means Ordinance No. 12137 enacted by the Commission on October 11, 2001 providing for the issuance of the Voter Approved Bonds, authorizing the Homeland Defense/Neighborhood Capital Improvements Projects and calling for a bond referendum. "Limited Ad Valorem Tax" means an ad valorem tax levied by the City on all the taxable property within the City (excluding exemptions as provided by applicable law) for the purpose of paying the principal of, Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Voter Approved Bonds; provided, however, that such ad valorem tax shall be levied at such millage rate, that when added together with the City's other Debt Millage, results in an aggregate millage rate that does not exceed 1.218 mills (it being understood that this millage rate limitation applies only to the Voter Approved Bonds, and does not apply to, or in any way affect, the City's obligation to assess, levy and collect ad valorem taxes, without limitation as to rate or amount, on all taxable property within the corporate limits of the City, for the payment of the principal of and interest on the City's full faith and credit general obligation bonds). "Mayor" means the Mayor of the City or in his absence or inability to perform, such member of the Commission as may be appointed as acting Mayor of the City. "Maximum Annual Debt Service" means for any Fiscal Year, the largest amount required to be deposited in the Principal and Interest Account and the Bond Amortization Account, if any, from the sum of: (1) The amount required to pay the interest coming due on the Current Interest Bonds during such Fiscal Year; (2) The amount required to pay the principal of Serial Bonds and Term Bonds, and the Accreted Value of Capital Appreciation Bonds for such Fiscal Year; and (3) The amount required to pay the Amortization Installments for all Term Bonds for such Fiscal Year. "Official Statement" means that certain Official Statement with respect to the issuance of the Series 2009 Bonds, as such Official Statement shall be approved by the City Manager in accordance with the provisions of this Resolution. "Outstanding" or "Series 2009 Bonds outstanding" means all Series 2009 Bonds which have been issued pursuant to this Resolution except: (a) Series 2009 Bonds canceled after purchase in the open market or because of payment at or City of Miami Page 5 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 redemption prior to maturity; (b) Series 2009 Bonds for the payment or redemption of which cash funds or Government Obligations or any combination thereof shall have been theretofore irrevocably set aside in a special account with the Paying Agent (other than the City) or other Authorized Depository, whether upon or prior to the maturity or redemption date of any such Series 2009 Bond, in an amount which, together with earnings on such Government Obligations, will be sufficient to pay the principal of, Accreted Value (with respect to the Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) and redemption premium, if any, on such Series 2009 Bonds at maturity or upon their earlier redemption; provided that, if such Series 2009 Bonds are to be redeemed before the maturity thereof, notice of such redemption shall have been given according to the requirements of this Resolution or irrevocable instructions directing the timely giving of such notice and directing the payment of the principal of, Accreted Value (with respect to the Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) on such Series 2009 Bonds at such redemption dates shall have been given to the Paying Agent; (c) Series 2009 Bonds which are deemed paid pursuant to Section 5.G hereof; and (d) Series 2009 Bonds in exchange for or in lieu of which other Series 2009 Bonds have been authenticated and delivered pursuant to this Resolution. "Paying Agent" means initially U.S. Bank National Association and thereafter, the City or any other agent which is an Authorized Depository, designated from time to time by the City, by resolution, to serve as a Paying Agent for the Series 2009 Bonds issued hereunder that shall have agreed to arrange for the timely payment of the principal of, Accreted Value (with respect to Capital Appreciation Bonds) redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds to the registered owners thereof, from funds made available therefor by the City. "Principal and Interest Account" means the account established with the Paying Agent pursuant to Section 8 hereof. "Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance of the Series 2009 Bonds, to be dated as of the date of its distribution. "Resolution" means this resolution authorizing the issuance of the Series 2009 Bonds, as amended from time to time to the extent permitted hereby. "Serial Bonds" means all Series 2009 Bonds other than Term Bonds. "Series 2009 Bond" or "Series 2009 Bonds" means the City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2009 (Homeland Defense/Neighborhood Capital Improvement Projects), issued hereunder in an aggregate principal amount not to exceed Fifty -One Million, Fifty -Five Thousand Dollars ($51,055,000). "Term Bonds" means Series 2009 Bonds for which Amortization Installments are established on or before the date of delivery of the Series 2009 Bonds in accordance with the provisions of this Resolution. "Underwriters" means, collectively, Merrill Lynch & Co., Inc., J.P. Morgan Securities Inc., SunTrust Capital Markets, Inc., Raymond James & Associates, Inc. and Banc of America Securities LLC. Words in this Resolution importing singular numbers shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations or other entities including governments or governmental bodies. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Section 2. Findings and Determinations. It is hereby ascertained, determined and declared that: A. The recitals to this Resolution are hereby incorporated herein as findings and determinations. B. The Homeland Defense/Neighborhood Capital Improvements Projects consist solely of "capital projects" as such term is used in Article VII, Section 12 of the Constitution of the State of Florida. City of Miami Page 6 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 C. In accordance with Section 218.385(1), Florida Statutes, as amended, the Commission hereby finds, determines and declares, that a negotiated sale of the Series 2009 Bonds is in the best interest of the City because (1) it is necessary to be able to sell the Series 2009 Bonds when market conditions are most favorable in order to attain the most favorable interest rates on the Series 2009 Bonds and (2) the vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2009 Bonds, in order to obtain the most favorable interest rates available. Section 3. Contract. In consideration of the acceptance of the Series 2009 Bonds authorized to be issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City, the Bondholders, the Bond Registrar and the Paying Agent. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Bondholders, and all Series 2009 Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. Section 4. Authorization of the Series 2009 Bonds; Sale and Award of the Series 2009 Bonds. A. Subject and pursuant to the provisions of the Initial Ordinance and this Resolution, a third series of Voter Approved Bonds of the City known as "City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2009 (Homeland Defense/Neighborhood Capital Improvement Projects)" are hereby authorized to be issued in an aggregate principal amount of not exceeding Fifty One Million Fifty -Five Thousand Dollars ($51,055,000) for the purposes of paying costs of acquisition, construction, and equipping of the Homeland Defense/Neighborhood Capital Improvement Projects and the costs of issuance of the Series 2009 Bonds. B. The City Manager shall determine the aggregate principal amount of the Series 2009 Bonds to be issued and may determine to issue the Series 2009 Bonds at one time or as needed. In the event that Capital Appreciation Bonds or similar bonds are issued, only the original principal amount of such Capital Appreciation Bonds shall be deemed issued on the date of issuance for the purposes of the maximum amount of each Series authorized to be issued under the Bond Resolution. C. The City Manager is hereby authorized and directed to award the Series 2009 Bonds to the Underwriters at a purchase price of not less than ninety-nine percent (99%) (inclusive of underwriters' discount, but not inclusive of original issue discount; the original issue discount may be such as is necessary to market and sell the Series 2009 Bonds) of the original principal amount of the Series 2009 Bonds and at a true interest cost rate ("TIC") of the Series 2009 Bonds not to exceed seven percent (7.0%) per annum (the "Maximum TIC"). The Series 2009 Bonds shall be dated such date, shall be issued in such principal amount, shall bear interest from the date thereof, payable on the first day of January and July of each year (with respect to Current Interest Bonds), commencing on such date, at the rates, and shall mature on the first day of January of each year in accordance with the maturity schedule but not later than thirty (30) years from October 11, 2001, be issued as either Current Interest Bonds or Capital Appreciation Bonds and as Serial Bonds and/or Term Bonds and, if such Series 2009 Bonds are issued as Term Bonds, be subject to such Amortization Installments by operation of the Bond Amortization Account, all as such dates, principal amount, rates, Accreted Values, maturity schedule and Amortization Installments may be approved and determined by the City Manager and set forth in the Bond Purchase Agreement, with the execution and delivery of the Bond Purchase Agreement as described in Section 6 hereof being conclusive evidence of the City's approval, provided that the TIC shall not exceed the Maximum TIC. Section 5. Terms, Redemption and Form of Series 2009 Bonds. A. The Series 2009 Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or any integral multiple thereof (or $5,000 Accreted Value at Maturity with respect to Capital Appreciation Bonds) and the Series 2009 Bonds shall be numbered consecutively from 1 upward City of Miami Page 7 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 preceded by the letter "R " with respect to Current Interest Bonds, and preceded by the letters "RCA" with respect to Capital Appreciation Bonds. The principal of and redemption premium, if any, on the Series 2009 Bonds shall be payable upon presentation and surrender at the designated office of the Paying Agent. Interest on the Current Interest Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of such Series 2009 Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 2009 Bonds subsequent to such Record Date and prior to such interest payment date, unless he City shall be in default in payment of interest due on such interest payment date; provided, however, that (i) if ownership of Series 2009 Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic funds transfer (wire) to such securities depository or its nominee or (ii) if such Series 2009 Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the holder of One Million Dollars ($1,000,000) or more in principal amount of Series 2009 Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such holder on or prior to the Record Date (such bank being a bank within the continental United States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder. In the event of any default in the payment of interest, such defaulted interest shall be payable to the persons in whose names such Series 2009 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Series 2009 Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2009 Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing. B. The Series 2009 Bonds shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or lithographed on the Series 2009 Bonds and attested to by the City Clerk. In addition, the City Attorney or any designated Deputy City Attorney or any designated Assistant City Attorney shall sign the Series 2009 Bonds, showing approval as to the form and correctness thereof. The signatures of the City Manager, the City Clerk and the City Attorney on the Series 2009 Bonds may be by facsimile. If any officer whose signature appears on the Series 2009 Bonds ceases to hold office before the delivery of the Series 2009 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2009 Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Series 2009 Bond shall be the proper officers to sign such Series 2009 Bond although at the date of such Series 2009 Bond or the date of delivery thereof such persons may not have been such officers. C. Only such of the Series 2009 Bonds as shall have endorsed thereon a certificate of authentication substantially in the form hereinafter set forth in Section 5.K hereof, duly manually executed by the Bond Registrar, shall be entitled to any right or benefit under the Bond Resolution. No Series 2009 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2009 Bond shall be conclusive evidence that such Series 2009 Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Series 2009 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Series 2009 Bonds that may be issued hereunder at any one time. The foregoing notwithstanding, if at any time, the City serves as the Bond Registrar under the Bond esolution, theeries 2009 Bonds shall be utheticated by the manual signature of the Finance Director, and the registered owner of ay Series 2009 and so authenticated shall be entitled to the benefits of the Bond Resolution. City of Miami Page 8 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 D. Any Series 2009 Bond may be transferred upon the registration books maintained by the Bond Registrar upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney-in-fact or legal representative, containing written instructions as to the details of the transfer of such Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2009 Bond or Series 2009 Bonds of the same Series, maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2009 Bonds, of other authorized denominations of the same Series and maturity. The City and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Series 2009 Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Series 2009 Bond shall be delivered. The City, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Series 2009 Bond as the absolute owner of such Series 2009 Bond for the purpose of receiving payment of the principal thereof, Accreted Value (with respect to Capital Appreciation Bonds) and the interest (with respect to Current Interest Bonds) and redemption premium, if any, thereon. The Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2009 Bonds or other authorized denomination of the same Series and maturity. E. If any Series 2009 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a duplicate replacement Series 2009 Bond, or (ii) pay a Series 2009 Bond that has matured or is about to mature. A mutilated Bond shall be surrendered to and canceled by the Bond Registrar. The Bondholder must furnish the City and the Bond Registrar proof of ownership of any destroyed, stolen or lost Series 2009 Bond; post satisfactory indemnity; comply with any reasonable conditions the City and the Bond Registrar may prescribe; and pay the City's and the Bond Registrar's reasonable expenses. Any such duplicate Series 2009 Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2009 Bond be at any time found by anyone, and such duplicate Series 2009 Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Series 2009 Bond so mutilated, destroyed, or stolen or lost. F. The Series 2009 Bonds may be subject to redemption prior to their maturity at such times and in such manner as set forth in the Bond Purchase Agreement and approved by the City Manager pursuant to the authority described herein; provided, however that redemption premium, if any, for an optional redemption of the Series 2009 Bonds shall not exceed two percent (2%) of the aggregate principal amount of Series 2009 Bonds called for redemption. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all registered owners of the Series 2009 Bonds or portions of the Series 2009 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Series 2009 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2009 Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 2009 Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the redemption price to be paid and, if less than all of the Series 2009 Bonds then outstanding shall be City of Miami Page 9 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 called for redemption, the distinctive Series, numbers and letters, including CUSIP numbers, if any, of such Series 2009 Bonds to be redeemed and, in the case of Series 2009 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2009 Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Series 2009 Bond, a new Series 2009 Bond or Series 2009 Bonds of the same Series in a principal amount equal to the unredeemed portion of such Series 2009 Bond will be issued. In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or an Authorized Depository acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this subsection. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the Finance Director delivers a written direction to the Bond Registrar directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Series 2009 Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make such funds available shall constitute an event of default under this Resolution. The Bond Registrar shall give immediate notice to the securities information repositories and the affected Bondholders that the redemption did not occur and that the Series 2009 Bonds called for redemption and not so paid remain Outstanding. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Series 2009 Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2009 Bond after the mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of redemption. G. Notice having been given in the manner and under the conditions provided in Section 5.F above, the Series 2009 Bonds or portions of Series 2009 Bonds so called for redemption shall, provided that such redemption was not canceled as provided above, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption for such Series 2009 Bonds or portions of Series 2009 Bonds on such date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Paying Agent or other Authorized Depository in trust for the registered owners of the Series 2009 Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Series 2009 Bonds or portions of Series 2009 Bonds so called for redemption shall cease to accrue, such Series 2009 Bonds and portions of Series 2009 Bonds shall cease to be entitled to any lien, benefit or security under this Bond Resolution and shall be deemed paid hereunder, and the registered owners of such Series 2009 Bonds or portions of Series 2009 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in the next subsection, to receive Series 2009 Bonds for any unredeemed portions of the Series 2009 Bonds. H. In case part but not all of an outstanding fully registered Series 2009 Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Series 2009 Bond to the Paying Agent for payment of the principal amount thereof so called for redemption, and the City shall execute and deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance of the principal amount of the Series 2009 Bonds so surrendered, a Series 2009 Bond or Series 2009 Bonds of the same Series fully registered as to principal and interest. I. Series 2009 Bonds or portions of Series 2009 Bonds that have been duly called for redemption under the provisions hereof, or as to which irrevocable instructions to call for redemption have been City of Miami Page 10 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 given by the City, and with respect to which amounts (including Government Obligations) sufficient to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds) redemption premium, if any, and interest (with respect to Current Interest Bonds) to the date fixed for redemption shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized Depository or the Paying Agent (other than the City) in trust for the registered owners thereof, as provided in this Resolution, shall not be deemed to be Outstanding under the provisions of the Bond Resolution and shall cease to be entitled to any lien, benefit or security under the Bond Resolution, except to receive the payment of the redemption price on or after the designated date of redemption from moneys deposited with or held by the escrow agent, Authorized Depository or Paying Agent (other than the City), as the case may be, for such redemption of the Series 2009 Bonds and, to the extent provided in the preceding subsection, to receive Series 2009 Bonds of the same Series for any unredeemed portion of the Series 2009 Bonds. J. If the date for payment of the principal (Accreted Value) of, redemption premium, if any, or interest on the Series 2009 Bonds shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same force and effect as if made on the nominal date of payment. K. The text of the Series 2009 Bonds, the authentication certificate to be endorsed thereon and the form of assignment for such Series 2009 Bonds shall be substantially in the following form, with such omissions, insertions and variations as may be necessary or desirable and authorized by this Resolution or as may be approved and made by the officers of the City executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as may be required for the issuance of uncertificated public obligations: [Form of Series 2009 Bond] [INSERT THE FOLLOWING ONLY FOR CURRENT INTEREST BONDS] [No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BOND, SERIES 2009 (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS) Interest Rate Maturity Date Dated Date CUSIP January 1, Registered Owner: Principal Amount: Dollars The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources provided therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated office of U.S. Bank National Association in , Florida, as the Paying Agent for the Series 2009 Bonds, or any successor Paying Agent appointed by the City pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the date hereof, or from the most recent interest payment date to which interest has been paid, at the Interest Rate per annum identified City of Miami Page 11 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 above, until payment of the Principal Amount, or until provision for the payment thereof has been duly provided for, such interest being payable semiannually on the first day of January and the first day of July of each year, commencing on 1, 200_. Interest will be paid on each such interest payment date by check or draft mailed to the Registered Owner hereof at his address as it appears on the registration books of the City maintained by the Bond Registrar for the Series 2009 Bonds, at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 2009 Bond subsequent to each Record Date and prior to such interest payment date, unless the City shall be in default in payment of interest due on such interest payment date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Series 2009 Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Bond Registrar to the Registered Owners of Series 2009 Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2009 Bonds are registered at the close of business on the fifth (5th) day (whether or not a business day) preceding the date of mailing.] [INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS] [No. RCA- $ UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BOND, SERIES 2009 (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS) Interest Rate Maturity Date Original Issue Date CUSIP January 1, Registered Owner: Principal Amount: Dollars Amount Due at Maturity: Dollars The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources provided therefor, as described herein, on the Maturity Date identified above (or earlier as hereinafter provided), the Amount Due at Maturity identified above, upon presentation and surrender hereof at the designated office of U.S. Bank National Association in , Florida, as the Paying Agent for the Series 2009 Bonds, or any successor Paying Agent appointed by the City pursuant to the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the Original Issue Date set forth above, at the Interest Rate per annum identified above, compounded on the first day of January and July of each year until payment of the Principal Amount Due at Maturity or until provision for the payment thereof has been duly provided for. The principal amount hereof plus interest so compounded to any earlier date shall be the Accreted Value of this bond as of such date. A schedule setting forth the Accreted Values of this bond as of January 1 and July 1 of each year for each Five Thousand Dollars ($5,000) of amount due at maturity appears at the end of this bond.] This Series 2009 Bond is one of an authorized issue and series of bonds in the aggregate principal amount of $ (the "Series 2009 Bonds") of like date, tenor and effect, except as to City of Miami Page 12 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 number, maturity and interest rate, issued to pay the cost of acquisition, construction and equipping of certain homeland defense/neighborhood capital improvements within the City and to pay costs of issuance of the Series 2009 Bonds, pursuant to the authority of and in full compliance with the Constitution and laws of the State of Florida, including particularly Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, to the extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami, Ordinance No. 12137 duly enacted by the City on October 11, 2001 (the "Initial Ordinance") and Resolution No. 09- duly adopted by the City on _, 2009 (the Initial Ordinance and Resolution 09- being collectively, the "Bond Resolution"), and other applicable provisions of law. This Series 2009 Bond is subject to all the terms and conditions of the Bond Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Bond Resolution. This Series 2009 Bond shall not be or constitute a general indebtedness within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of this Series 2009 Bond, and it is expressly agreed by the Registered Owner of this Series 2009 Bond that, except for the Limited Ad Valorem Tax, such Registered Owner shall never have the right to compel the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal property for the payment of the principal of, Accreted Value (with respect to Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) on this Series 2009 Bond or for the payment of any other amounts provided for in the Bond Resolution. The Series 2009 Bonds are special limited obligations of the City payable from (i) the Limited Ad Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the extent provided in the Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad valorem revenues of the City in an amount which together with the amounts on deposit in the Principal and Interest Account and the Bond Amortization Account is sufficient to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds then due and payable; provided, however, that not more than ten percent (10%) of the Maximum Annual Debt Service on the Series 2009 Bonds may be paid from such non -ad valorem revenues in any Fiscal Year. In the event of a deficiency in the amount of ad valorem taxes collected to pay the principal of and interest on the City's full faith and credit general obligation bonds issued prior to November 13, 2001, or issued to refund general obligation bonds issued prior to November 13, 2001, revenues collected from the levy of the Limited Ad Valorem Tax shall be applied to cure any such deficiency. Reference is made to the Bond Resolution for the provisions, among others, relating to the terms, lien and security for the Series 2009 Bonds, the custody and application of the proceeds of the Series 2009 Bonds, the rights and remedies of the holders of the Series 2009 Bonds, and the extent of and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner hereof assents by acceptance hereof. [INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE SERIES 2009 BONDS ARE SUBJECT TO REDEMPTION] [The Series 2009 Bonds maturing January 1, are subject to mandatory redemption prior to maturity, in part, as selected by lot, at a redemption price of 100% of the principal amount thereof on January 1, and on each January 1 thereafter in the following principal amounts: Date Principal Amount City of Miami Page 13 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 * Maturity.] [The Series 2009 Bonds maturing on 1, and thereafter shall be [further] subject to redemption prior to their maturity, at the option of the City on or after 1, , as a whole or in part at any time (selected by the City among maturities and by lot within a maturity), at the redemption prices (expressed as percentages of principal amount) set forth in the following table, plus accrued interest from the most recent interest payment date to the redemption date: Redemption Periods (Both Dates Inclusive) Redemption Prices January 1, through December 31, % January 1, and thereafter] [Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.S. mail at least thirty (30) days prior to the date fixed for redemption to the registered owner of each Series 2009 Bond to be redeemed at the address shown on the registration books maintained by the City, as Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Bond Resolution. Failure to give such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the proceedings for the redemption of any Series 2009 Bond or portion thereof with respect to which no such failure or defect has occurred. All such Series 2009 Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date.] This Series 2009 Bond may be transferred upon the registration books of the City upon delivery thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Series 2009 Bond or by his attorney-in-fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Bond Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2009 Bond or Series 2009 Bonds of the same maturity and of authorized denomination or denominations, for the same aggregate principal amount and payable from the same source of funds. Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2009 Bonds, of authorized denominations of the same series and maturity. The City and the Bond Registrar may charge the owner of such Series 2009 Bond for the registration of every transfer or exchange of a Series 2009 Bond an amount sufficient to reimburse them for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer or exchange, and may require that such amounts be paid before any such new Series 2009 Bond shall be delivered. If the date for payment of the principal of, redemption premium, if any, or interest on this Series 2009 Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City, a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such day shall have the same City of Miami Page 14 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 force and effect as if made on the nominal date of payment. The City has established a book -entry system of registration for the series of Series 2009 Bonds of which this is one. Except as specifically provided otherwise in the Bond Resolution, an agent will hold this Series 2009 Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Series 2009 Bond shall be deemed to have agreed to such arrangement. It is hereby certified and recited that this Series 2009 Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Series 2009 Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; that the issuance of the Series 2009 Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision has been made for the levy and collection of the Limited Ad Valorem Tax upon all taxable property within the corporate limits of the City (excluding exemptions as provided by applicable law), to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds as the same shall become due and payable, which tax shall be assessed, levied and collected at the same time and in the same manner as other ad valorem taxes are assessed, levied and collected within the corporate limits of the City. This Series 2009 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar. This Series 2009 Bond is and has all the qualities and incidents of, an investment security under the Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2009 Bond and has caused the same to be signed by its City Manager and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon as of the date hereof. (SEAL) CITY OF MIAMI, FLORIDA In Pedro G. Hernandez, City Manager ATTESTED AND COUNTERSIGNED: go Priscilla A. Thompson, City Clerk APPROVED AS TO FORM AND CORRECTNESS City of Miami Page 15 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 0 Julie O. Bru, City Attorney CERTIFICATE OF AUTHENTICATION This Series 2009 Bond is one of the Series 2009 Bonds and executed under the provisions of the within mentioned Bond Resolution. U.S. BANK NATIONAL ASSOCIATION, as Bond Registrar M Authorized Officer Date of Authentication: ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Series 2009 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints as attorney to register the transfer of the within Series 2009 Bond on the books kept for registration and registration of transfer thereof, with full power of substitution in the premises. Date: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and no new Series 2009 Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the within Series 2009 Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS] TABLE OF ACCRETED VALUES Date [End of Form of Series 2009 Bond] Accreted Values Section 6. Authorization and Approval of Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager, subject to review and approval as to form and correctness City of Miami Page 16 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 by the City Attorney, to determine the final provisions of the Bond Pucase Agreement, within the parameters for the Series 2009 Bonds set forth in Sections 4.C. and 5.F. of this Resolution. Upon compliance by the Underwriters with the requirements of Section 218.385(2) and (3), Florida Statutes, and Section 218.385(6), Florida Statutes, by filing the "truth -in -bonding statement" and the "isclosure statement" required by said statutory provisions, the City Manager, is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver he Bond Purchase Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "A", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the ity Manager upon the advice of the City Attorney, the City's Bond Counsel and the City's Financial Advisor. The execution, attestation and delivery of the Bond Purchase Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. Section 7. Authorization and Approval of Negotiated Sale of the Series 2009 Bonds. Based on the findings set forth in Section 2.C. hereof, the Commission hereby approves the negotiated sale of the Series 2009 Bonds to the Underwriters, and the Series 2009 Bonds shall be sold and awarded to the Underwriters, upon the terms and conditions set forth herein and as set forth in the Bond Purchase Agreement. Section 8. Application of Series 2009 Bond Proceeds. A. The proceeds, including accrued interest and premium, if any, received from the sale of the Series 2009 Bonds shall be applied by the City, simultaneously with delivery of the Series 2009 Bonds, as follows: 1. Accrued interest, if any, shall be deposited in the Principal and Interest Account and the Paying Agent shall apply such moneys to pay interest on the Series 2009 Bonds which constitute Current Interest Bonds as the same becomes due. 2. An amount set forth in the Proceeds Certificate shall be deposited in a separate account designated "City of Miami 2009 Limited Ad Valorem Tax Bonds Construction Account" (the "Construction Account") which is hereby established with the City and shall be disbursed to pay the costs of the Homeland Defense/Neighborhood Capital Improvements Projects. Any balance remaining after payment or provision for payment of such costs of the Homeland Defense/Neighborhood Capital Improvements Projects shall be transferred to the Paying Agent for deposit in the Principal and Interest Account and the Bond Amortization Account, if any, and used solely to pay principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds. Any investment income earned with respect to deposits in the Construction Account may be used, at the option of the City, to pay costs of the Homeland Defense/Neighborhood Capital Improvements Projects or may be transferred to the Paying Agent for deposit in the Principal and Interest Account and used to pay interest on the Series 2009 Bonds which constitute Current Interest Bonds. 3. The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a separate account designated "City of Miami 2009 Limited Ad Valorem Tax Bonds Cost of Issuance Account" which is hereby established with the City and shall be disbursed for payment of expenses incurred in issuing the Series 2009 Bonds. Any balance remaining after payment or provision for payment of such expenses has been made shall be transferred, at the option of the City, to either the Construction Account for the payment of costs of the Homeland Defense/Neighborhood Capital Improvement Projects or to the Paying Agent for deposit in the Principal and Interest Account and the Bond Amortization Account, if any, and used solely to pay principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds. C. In the event any portion of the Series 2009 Bonds are issued as Term Bonds, there is hereby City of Miami Page 17 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 established with the Paying Agent, an account designated "City of Miami 2009 Limited Ad Valorem Tax Bonds Amortization Account" (the "Bond Amortization Account") in which amounts are to deposited to pay the Amortization Installments on such Term Bonds. Section 9. Investment of Series 2009 Bond Proceeds and Other Moneys. The proceeds of the Series 2009 Bonds and other moneys held under the provisions of this Resolution may be invested by the City and, with respect to the Principal and Interest Account and the Bond Amortization Account, if applicable, shall be invested by the Paying Agent at the direction of the Finance Director, in such investments as are permitted by applicable law. Section 10. Levy of Limited Ad Valorem Tax; Payment and Pledge. In each Fiscal Year while any of the Series 2009 Bonds are Outstanding, the City shall assess, levy and collect the Limited Ad Valorem Tax to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds as the same shall become due. The Limited Ad Valorem Tax shall be assessed, levied and collected in the same manner and at the same time as other ad valorem taxes are assessed, levied and collected and the proceeds of said tax shall be applied solely to the payment of the principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds; provided, however, that in the event of a deficiency in the amount of ad valorem taxes collected to pay the principal of and interest on the City's full faith and credit general obligation bonds issued prior to November 13, 2001 or issued to refund general obligation bonds issued prior to November 13, 2001, revenues collected from the levy of the Limited Ad Valorem Tax shall be applied to cure any such deficiency. At least two (2) Business Days prior to each interest or principal payment date for the Series 2009 Bonds, the City shall transfer to the Paying Agent for deposit in the Principal and Interest Account and the Bond Amortization Account, if applicable, an amount sufficient to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds) Amortization Installments (with respect to Term Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds then due and payable and the Paying Agent is hereby authorized and directed to apply such funds to said payment. The Series 2009 Bonds shall not be or constitute a general indebtedness within the meaning of any constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes other than the Limited Ad Valorem Tax for the payment thereof. Neither the full faith and credit nor the ad valorem taxing power of the State of Florida or any political subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of the Series 2009 Bonds, and registered owners of the Series 2009 Bonds shall never have the right to compel the exercise of the ad valorem taxing power of the City (except for the Limited Ad Valorem Tax) or taxation in any form on any real or personal property for the payment of the principal of, Accreted Value (with respect to Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds or for the payment of any other amounts provided for in this Resolution. The City will diligently enforce its right to receive the Limited Ad Valorem Tax revenues and will diligently enforce and collect such taxes. The City will not take any action that will impair or adversely affect its right to levy, collect and receive said taxes, or impair or adversely affect in any manner the pledge made herein or the rights of the Bondholders. Section 11. Covenant to Budget and Appropriate. The City hereby covenants and agrees to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its annual budget for each Fiscal Year, by amendment if necessary, and to transfer to the Paying Agent for deposit to the Principal and Interest Account and the Bond City of Miami Page 18 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 Amortization Account, if applicable, legally available non -ad valorem revenues of the City in an amount which, together with the amounts on deposit from the Limited Ad Valorem Tax in the Principal and Interest Account and the Bond Amortization Account, if any, is sufficient to pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments (with respect to Term Bonds), if any, redemption premium, if any, and interest (with respect Current Interest Bonds) on the Series 2009 Bonds then due and payable; provided, however, the amount of non -ad valorem revenues budgeted and appropriated with respect to the Series 2009 Bonds in any such Fiscal Year shall not exceed ten percent (10%) of the Maximum Annual Debt Service on the Series 2009 Bonds. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available non -ad valorem revenues shall be cumulative, and shall continue until such legally available non -ad valorem revenues in amounts sufficient to make all required payments hereunder as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate funds and accounts hereunder; provided, however, amounts so budgeted and appropriated shall not exceed ten percent (10%) of the Maximum Annual Debt Service on the Series 2009 Bonds in any given Fiscal Year. Such covenant shall not constitute a lien, either legal or equitable, on any of the City's legally available non -ad valorem revenues or other revenues, nor shall it preclude the City from pledging in the future any of its legally available non -ad valorem revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally available non -ad valorem revenues. The obligation of the City under this Section 11 shall be secured only by the legally available non -ad valorem revenues actually budgeted and appropriated and transferred to the Paying Agent for deposit in the Principal and Interest Account or the Bond Amortization Account, as provided herein. The City may not expend moneys not appropriated or in excess of its current budgeted revenues. The obligation of the City to budget, appropriate and to make payments hereunder from its legally available non -ad valorem revenues is subject to the availability of legally available non -ad valorem revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City. Section 12. Compliance with Tax Requirements. The City hereby covenants and agrees, for the benefit of the holders from time to time of the Series 2009 Bonds, to comply with the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on the Series 2009 Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: A. to pay to the United States of America from any legally available funds, at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all nonpurpose investments (as defined in Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose investments were invested at a rate equal to the yield on the Series 2009 Bonds, plus any income attributable to such excess (the "Rebate Amount"); B. to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; C. to refrain from using proceeds from the Series 2009 Bonds in a manner that would cause the Series 2009 Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and D. to refrain from taking any action that would cause the Series 2009 Bonds, or any of them, to become arbitrage bonds under Section 148 of the Code or hedge bonds under Section 149(g) of the Code. The City understands that the foregoing covenants impose continuing obligations on the City to comply with the requirements of the Code so long as such requirements are applicable. Section 13. Approval of Form of Paying Agent and Registrar Agreement; Appointment of City of Miami Page 19 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 Payinq Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager, subject to review and approval by the City Attorney as to legal form and correctness, to determine the final provisions of the Paying Agent and Registrar Agreement. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Registrar Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "B", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney, the City's Bond Counsel and the City's Financial Advisor. The execution, attestation and delivery of the Paying Agent and Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. U.S. Bank National Association is hereby appointed as the initial Paying Agent and the initial Bond Registrar for the Series 2009 Bonds. Section 14. Preliminary Official Statement; Official Statement. The use of a Preliminary Official Statement in connection with the marketing of the Series 2009 Bonds is hereby authorized. The Preliminary Official Statement in substantially the form attached hereto as Exhibit "C" is hereby approved with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager in consultation with the City Attorney, the City's Bond Counsel, the City's Disclosure Counsel and the City's Financial Advisor. The City Manager is hereby authorized to approve and execute, on behalf of the City, an Official Statement relating to the Series 2009 Bonds with such changes from the Preliminary Official Statement, within the authorizations and limitations contained herein, as the City Manager in consultation with the City Attorney, the City's Bond Counsel, the City's Disclosure Counsel and the City's Financial Advisor, may approve. The execution and delivery of the Official Statement, as described herein, shall be conclusive evidence of the City's approval of such Official Statement. The City Manager is hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"). The City Manager is hereby authorized to provide for the printing of the Preliminary Official Statement and the Official Statement by the lowest and most responsive bidder therefor and the payment of the cost of such printing is hereby authorized to be paid from the proceeds of the Series 2009 Bonds as a cost of issuance. Section 15. Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Series 2009 Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Series 2009 Bonds under the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the City Manager is hereby authorized and directed to execute and deliver, in the name and on behalf of the City, the Continuing Disclosure Agreement in substantially the form attached hereto as Exhibit "D", subject to such changes, insertions and omissions and such filling-in of blanks therein as may hereafter be approved by the City Manager upon the advice of the City Attorney, the City's Disclosure Counsel and the City's Financial Advisor. Digital Assurance Certification, L.L.C., is hereby appointed as the Disclosure Dissemination Agent under the Continuing Disclosure Agreement. The execution of the Continuing Disclosure Agreement, for and on behalf of the City by the City Manager, shall be deemed conclusive evidence of the City's approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the Continuing Disclosure Agreement or this Section 15 shall not constitute a default under the Bond Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. The City Manager is further authorized and directed to establish, or cause to be established, City of Miami Page 20 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 procedures in order to ensure compliance by the City with the Continuing Disclosure Agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the City Manager shall consult with, as appropriate, the City Attorney, the City's Bond Counsel, the City's Disclosure Counsel, and the City's Financial Advisor. The City Manager, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney, the City's Bond Counsel or the City's Disclosure Counsel in determining whether a filing should be made. Section 16. Municipal Bond Insurance and/or Credit Facility: In order to produce the lowest true interest cost possible for the Series 2009 Bonds or any portion thereof, the City Manager is hereby authorized to secure a municipal bond insurance policy or policies and/or Credit Facility with respect to any or all of the Series 2009 Bonds, if, after consultation with the Finance Director and the Financial Advisor, the City Manager determines that obtaining such municipal bond insurance policy and/or Credit Facility is in the best interests of the City. The City is hereby authorized to provide for the payment of any premium on such municipal bond insurance policy and/or costs of the Credit Facility from the proceeds of the issuance of the Series 2009 Bonds and to enter into such agreements as may be necessary to secure such municipal bond insurance policy and/or Credit Facility, respectively, with the City Manager's execution of any such agreement(s) to be conclusive evidence of the City's approval thereof; provided, however, that the City Manager may consult with the Finance Director, the City's Financial Advisor, the City Attorney and the City's Bond Counsel in connection with any such agreement(s). The provisions of any such agreement(s) shall supersede any inconsistent provision of this Resolution. Section 17. Further Authorizations. The Mayor, the City Manager, the Finance Director, the City Attorney and the City Clerk, or any of them and such other officers and employees of the City as may be designated by the Mayor or the City Manager (or regarding legal matters by the City Attorney) are each designated as agents of the City in connection with the issuance and delivery of the Series 2009 Bonds and are authorized and empowered, collectively or individually, to take all actions and steps and to execute all instruments, documents and contracts on behalf of the City that are necessary or desirable in connection with the execution and delivery of the Series 2009 Bonds and the negotiated sale thereof to the Underwriters, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Paying Agent and Registrar Agreement, or any action relating to the Series 2009 Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 2009 Bonds. Section 18. Modification or Amendment. After the issuance of the Series 2009 Bonds, no modification or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto materially adverse to the Bondholders may be made without the consent in writing of the registered owners of not less than a majority in aggregate principal amount of the Outstanding Series 2009 Bonds; provided, however, if the Series 2009 Bonds are insured by a municipal bond insurance policy and/or by a Credit Facility, the issuer of such policy and/or Credit Facility shall have the right to consent to modifications and amendments to this Resolution in lieu of the Bondholders, but no modification or amendment shall permit a change (a) in the maturity of the Series 2009 Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 2009 Bond, (c) that would affect the unconditional promise of the City to levy and collect the Limited Ad Valorem Tax as herein provided, or (d) that would reduce such percentage of registered owners of the Series 2009 Bonds required above for such modifications or amendments, without the consent of all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Series 2009 Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. City of Miami Page 21 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 Section 20. Defeasance and Release. If, at any time after the date of issuance of the Series 2009 Bonds (a) all Series 2009 Bonds secured under the Bond Resolution or any maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption, or the City shall have given irrevocable instructions directing the payment of the principal of, Accreted Value (with respect to the Capital Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on such Series 2009 Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination thereof, (b) the full amount of the principal of, Accreted Value (with respect to the Capital Appreciation Bonds), redemption premium, if any, and the interest (with respect to Current Interest Bonds) so due and payable upon all of such Series 2009 Bonds then Outstanding or any portion of such Series 2009 Bonds, at maturity or upon redemption, shall be paid, or sufficient moneys shall be held by an escrow agent who shall be an Authorized Depository or the Paying Agent (other than the City) in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested in Government Obligations maturing not later than the maturity or redemption dates of such principal of, redemption premium, if any, and interest, together with the income realized on such investments, shall be sufficient to pay all such principal of, Accreted Value (with respect to the Capital Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on said Series 2009 Bonds at the maturity thereof or the date upon which such Series 2009 Bonds are to be called for redemption (if applicable) prior to maturity and (c) provision shall also be made for paying all other sums payable hereunder by the City, including compensation due the Bond Registrar and the Paying Agent, then and in that case the right, title and interest of such Bondholders hereunder shall thereupon cease, determine and become void; otherwise, this Resolution shall be, continue and remain in full force and effect. Notwithstanding anything in this Section 20 to the contrary, however, the obligations of the City under Section 12 hereof shall remain in full force and effect until such time as such obligations are fully satisfied. Section 21. Severability. If any of the covenants, agreeents or provisions of this Resolution sall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions of this Resolution or of the Series 2009 Bonds issued hereunder. Section 22. No Third Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the City, the registered owners of the Series 2009 Bonds, the Bond Registrar and the Paying Agent, any right, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the City, the registered owners from time to time of the Series 2009 Bonds, the Bond Registrar and the Paying Agent. Section 23. Controllina Law: Members of Commission or Citv Not Liable. This Resolution shall be governed by and construed in accordance with the laws of the State of Florida and all covenants, stipulations, obligations and agreements of the City contained herein shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act. No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent, independent contractor or employee of the Commission or the City in his individual capacity, and neither the members of the Commission nor any official executing the Series 2009 Bonds shall be liable City of Miami Page 22 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017 File Number: 09-00200 Enactment Number: R-09-0103 personally on the Series 2009 Bonds or the Bond Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the Commission or such members thereof. Section 24. Qualification for the Depository Trust Company. Notwithstanding any other provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify the Series 2009 Bonds for deposit with DTC, including but not limited to those actions as may be set forth in the Blanket Issuer Letter of Representations entered into by and between the City and DTC, dated October 4, 1995, wire transfers of interest and principal payments with respect to the Series 2009 Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Series 2009 Bonds and provisions of notices with respect to Series 2009 Bonds registered by DTC (or any of its designees identified to the City, the Bond Registrar or the Paying Agent) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. Section 25. Effective Date. This Resolution shall be effective immediately upon its adoption and signature of the Mayor.{1 } Footnote: {1 } If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 23 of 23 File Id. 09-00200 (Version: 2) Printed On: 6/1/2017