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Home My WebLink AboutLegislation.SRAN ORDINANCE OF THE CITY OF MIAMI, FLORIDA (WITH ATTACHMENTS), SUPPLEMENTING THAT CERTAIN ORDINANCE NO. 11693 ENACTED BY THE CITY COMMISSION ON AUGUST 14, 1998, AS FURTHER AMENDED AND SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $70,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS PARKING SYSTEM REVENUE AND REVENUE REFUNDING BONDS, SERIES 2009, IN ONE OR MORE SERIES TO BE ISSUED ON A TAX-EXEMPT AND/OR A TAXABLE BASIS, FOR THE PURPOSE OF REFUNDING ON A CURRENT BASIS ALL OF ITS OUTSTANDING TAX-EXEMPT VARIABLE RATE PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 2008 AND ALL OF IT'S OUTSTANDING TAXABLE VARIABLE RATE PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 2008 AND FINANCING THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF CERTAIN PARKING FACILITIES; PROVIDING FOR THE FUNDING OF THE RESERVE ACCOUNT; PROVIDING FOR THE PAYMENT OF CERTAIN COSTS OF ISSUANCE IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE BONDS; APPROVING THE SENDING OF A CONDITIONAL NOTICE OF REDEMPTION; AUTHORIZING THE REFUNDING OF THE SERIES 2008 BONDS; APPROVING THE SERIES 2009 PROJECT; AUTHORIZING THE TERMINATION OF THE SWAP ENTERED INTO IN CONNECTION WITH THE TAX-EXEMPT SERIES 2008 BONDS AND PROVIDING FOR PAYMENT OF ANY TERMINATION PAYMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TERMINATION AGREEMENT; RATIFYING, CONFIRMING AND APPROVING THE SELECTION OF THE UNDERWRITERS AND LEGAL COUNSEL BY THE DEPARTMENT FOR THE BONDS; AUTHORIZING A NEGOTIATED SALE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPROVING UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; DESIGNATING A TRUSTEE, PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUSTEE, PAYING AGENT AND BOND REGISTRAR AGREEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT AND DESIGNATING DIGITAL ASSURANCE CERTIFICATION, L.L.C., AS DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE DIRECTOR OF THE DEPARTMENT TO NEGOTIATE FOR AND OBTAIN A BOND City Hall ?'� City of Miami 3500 Pan American Drive �✓ Miami, FL 33133 3k www.miamigov.com Legislation Ordinance File Number: 09-00933 Final Action Date: AN ORDINANCE OF THE CITY OF MIAMI, FLORIDA (WITH ATTACHMENTS), SUPPLEMENTING THAT CERTAIN ORDINANCE NO. 11693 ENACTED BY THE CITY COMMISSION ON AUGUST 14, 1998, AS FURTHER AMENDED AND SUPPLEMENTED; AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $70,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS PARKING SYSTEM REVENUE AND REVENUE REFUNDING BONDS, SERIES 2009, IN ONE OR MORE SERIES TO BE ISSUED ON A TAX-EXEMPT AND/OR A TAXABLE BASIS, FOR THE PURPOSE OF REFUNDING ON A CURRENT BASIS ALL OF ITS OUTSTANDING TAX-EXEMPT VARIABLE RATE PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 2008 AND ALL OF IT'S OUTSTANDING TAXABLE VARIABLE RATE PARKING SYSTEM REVENUE REFUNDING BONDS, SERIES 2008 AND FINANCING THE ACQUISITION, CONSTRUCTION AND INSTALLATION OF CERTAIN PARKING FACILITIES; PROVIDING FOR THE FUNDING OF THE RESERVE ACCOUNT; PROVIDING FOR THE PAYMENT OF CERTAIN COSTS OF ISSUANCE IN CONNECTION WITH THE ISSUANCE OF THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE BONDS; APPROVING THE SENDING OF A CONDITIONAL NOTICE OF REDEMPTION; AUTHORIZING THE REFUNDING OF THE SERIES 2008 BONDS; APPROVING THE SERIES 2009 PROJECT; AUTHORIZING THE TERMINATION OF THE SWAP ENTERED INTO IN CONNECTION WITH THE TAX-EXEMPT SERIES 2008 BONDS AND PROVIDING FOR PAYMENT OF ANY TERMINATION PAYMENT IN CONNECTION THEREWITH AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TERMINATION AGREEMENT; RATIFYING, CONFIRMING AND APPROVING THE SELECTION OF THE UNDERWRITERS AND LEGAL COUNSEL BY THE DEPARTMENT FOR THE BONDS; AUTHORIZING A NEGOTIATED SALE OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; APPROVING UNCERTIFICATED BOOK -ENTRY ONLY REGISTRATION OF THE BONDS; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; DESIGNATING A TRUSTEE, PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUSTEE, PAYING AGENT AND BOND REGISTRAR AGREEMENT; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DISCLOSURE DISSEMINATION AGENT AGREEMENT AND DESIGNATING DIGITAL ASSURANCE CERTIFICATION, L.L.C., AS DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE DIRECTOR OF THE DEPARTMENT TO NEGOTIATE FOR AND OBTAIN A BOND INSURANCE POLICY AND/OR A RESERVE PRODUCT AND THE CITY MANAGER TO EXECUTE AND DELIVER ANY AGREEMENTS IN CONNECTION THEREWITH; AUTHORIZING CERTAIN OFFICIALS AND EMPLOYEES OF THE CITY AND THE DEPARTMENT TO TAKE ALL ACTIONS DEEMED NECESSARY OR REQUIRED IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2009 BONDS, THE REFUNDING OF THE SERIES 2008 BONDS AND THE TERMINATION OF THE SWAP; PROVIDING FOR SEVERABILITY AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Ordinance No. 11693, enacted by the City Commission (the "City Commission") of the City of Miami, Florida (the "City") on August 14, 1998, as supplemented and amended by Ordinance No 11719, enacted by the City Commission on October 27, 1998 (collectively, the "1998 Bond Ordinance"), the City issued its $13,490,000 original aggregate principal amount of Parking System Revenue Refunding Bonds, Series 1998, (the "Series 1998 Bonds") of which $5,925,000 aggregate principal amount is currently outstanding; WHEREAS, the Series 1998 Bonds were issued to refund and defease all other parking bonds previously issued by the City pursuant to a separate bond ordinance and to finance the cost of certain public parking improvements; WHEREAS, pursuant to Ordinance No. 12457, enacted by the City Commission on December 18, 2003, as supplemented and amended by Ordinance No. 12778, enacted by the City Commission on March 9, 2006 (collectively, the "Series 2006 Ordinance"), the City issued as Additional Bonds under the 1998 Bond Ordinance its $36,805,000 original aggregate principal amount of Tax -Exempt Variable Rate Parking System Revenue Bonds, Series 2006 (the "Tax - Exempt Series 2006 Bonds") and $3,850,000 Taxable Variable Rate Parking System Revenue Bonds, Series 2006 (the "Taxable Series 2006 Bonds" and, together with the Tax -Exempt Series 2006 Bonds, the "Series 2006 Bonds") all of which were refunded as described below; WHEREAS, on March 30, 2006, the City amended its forward starting interest rate swap agreement dated October 12, 2004, consisting of an ISDA Master Agreement, a Schedule to the Master Agreement and a Confirmation (as amended, collectively referred to, the "2006 Swap Agreement") with Bear Stearns Capital Markets, Inc. (the "2006 Counterparty"), entered into in connection with the issuance of the Tax -Exempt Series 2006 Bonds; WHEREAS, pursuant to Ordinance No. 13011 enacted by the City Commission on July 10, 2008 (the "Series 2008 Ordinance") the City issued as Additional Bonds under the 1998 Bond Ordinance its $37,070,000 original aggregate principal amount of Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Tax -Exempt Series 2008 Bonds"), all of which is currently outstanding and its $3,880,000 original aggregate principal amount of Taxable Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Taxable Series 2008 Bonds" and together with the Tax -Exempt Series 2008 Bonds, the "Series 2008 Bonds"), all of which is currently outstanding; WHEREAS, the Series 2008 Bonds were issued to provide funds, together with other available moneys, to (i) refund on a current basis all of the Series 2006 Bonds, and (ii) pay the costs of issuance of the Series 2008 Bonds; WHEREAS, on August 28, 2008 the City and the 2006 Counterparty amended the terms of the 2006 Swap Agreement to provide that the 2006 Swap Agreement would relate to the Tax - Exempt Series 2008 Bonds, and was further amended on January 15, 2009 (the 2006 Swap Agreement, as amended is referred to herein as, the "2008 Swap Agreement"), to replace the 2006 Counterparty with JPMorgan Chase Bank N.A. (the "2008 Counterparty"); WHEREAS, due to the volatility of the current municipal bond market and the increased cost relating to the provision of Alternate Bond Credit Facilities with respect to the Tax -Exempt Series 2008 Bonds and the Taxable Series 2008 Bonds, the City desires to provide for the refunding of all of the Series 2008 Bonds (hereinafter referred to collectively as the "Refunded Bonds") on a fixed rate basis; WHEREAS, in addition to the refunding of the Refunded Bonds, the City has determined that it is in the best interest of the citizens of the City that it issue Additional Bonds under and pursuant to the 1998 Bond Ordinance and this Series Ordinance to finance the cost of certain public parking improvements as more particularly described herein (the "Series 2009 Project"); WHEREAS, the City desires to issue as Fixed Rate Bonds, in one or more series, its Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009 (the "Tax - Exempt Series 2009 Bonds") and its Parking System Revenue and Revenue Refunding Bonds, Taxable Series 2009 (the "Taxable Series 2009 Bonds" and, together with the Tax -Exempt Series 2009 Bonds, the "Series 2009 Bonds"), in an aggregate principal amount not to exceed $70,000,000; and WHEREAS, the Series 2009 Bond are to be issued as Additional Bonds under the 1998 Bond Ordinance for the purpose of providing funds, together with other available moneys, to (i) refund on a current basis all of the Refunded Bonds, (ii) finance the cost of acquisition, construction and installation of the Series 2009 Project, (iii) pay any termination payment in connection with the termination of the 2008 Swap Agreement, if any, (iv) provide for the payment of a Reserve Product or provide funds for deposit to the Reserve Account, and (v) pay the cost of issuance of the Series 2009 Bonds; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: TABLE OF CONTENTS Page ARTICLE I AUTHORITY AND DEFINITIONS Section1.01. Authority ......................... ..................................................................................... 1 Section 1.02. Incorporation of Recitals...................................................................................... 1 Section 1.03. Meaning of Words and Terms............................................................................. 1 ARTICLE II FINDINGS Section 2,01. Findings and Determinations................................................................................ 3 ARTICLE III THIS INSTRUMENT TO CONSTITUTE CONTRACT Section3.01. Contract.................................................................................................................. 4 ARTICLE IV AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS; THE SERIES 2009 PROJECT; DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS Section 4.01. Authority for Refunding of Refunded Bonds; the Series 2009 Project and Authorization for the Issuance of the Series 2009 Bonds .................................... 5 Section 4.02. Form, Denominations, Date, Interest Rates and Maturity Dates ......................... 6 Section 4.03. Redemption Provisions for the Series 2009 Bonds .............................................. 7 Section 4.04. Execution of Series 2009 Bonds.......................................................................... 8 Section 4.05. Authentication of the Series 2009 Bonds............................................................. 8 Section 4.06. Book -Entry Only System ........................................ v ARTICLE V APPROVALS RELATING TO SWAP TERMINATION; AUTHORIZATION OF SALE OF THE SERIES 2009 BONDS; APPLICATION OF PROCEEDS AND CREATION OF ACCOUNTS Section 5.01. Approval of the Termination of the 2008 Swap Agreement and Authorization of a Swap Termination Payment ................................................. 12 Section 5.02. Authorization and Approval of Negotiated Sale of the Series 2009 Bonds; Authorization and Approval of the Bond Purchase Agreement ............ 12 Section 5.03. Application of Series 2009 Bond Proceeds; Creation of Series 2009 Project Account and Cost of Issuance Subaccount............................................ 13 Section 5.04. Bond Fund Accounts and Subaccounts.............................................................. 13 Section 5.05. Rebate Account.................................................................................................. 13 v TABLE OF CONTENTS (continued) Page ARTICLE VI AUTHORIZATION AND APPROVAL OF OTHER FINANCING DOCUMENTS Section 6.01. Approval of Form of Trustee, Paying Agent and Registrar Agreement; Appointment of Paying Agent and Bond Registrar ............................................. 14 Section 6.02. Preliminary Official Statement; Official Statement ............................................. 14 Section 6.03. Approval of the Form of Disclosure Dissemination Agent Agreement; Appointment of Dissemination Agent................................................................. 14 Section 6.04. Bond Insurance Policy and/or Reserve Product ................................................... 15 ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01. Ratification of Selection of Underwriters and Legal Counsel. The City Commission hereby ratifies, confirms and approves the selection of the Underwriters with respect to the Series 2009 Bonds by the Department ............ 16 Section 7.02. Further Authorizations......................................................................................... 16 Section 7.03. Applicability of Terms and Provision of the 1998 Bond Ordinance ................... 16 Section7.04. Severability.......................................................................................................... 16 Section 7.05. No Third -Party Beneficiaries............................................................................... 16 Section 7.06. Controlling Law; Members of City Not Liable ................................................... 17 Section 7.07. Repeal of Inconsistent Ordinances....................................................................... 17 Section 7.08. Effective Date...................................................................................................... 18 Exhibit A - Form of Bond Exhibit B - Form of Termination Agreement Exhibit C - Form of Bond Purchase Agreement Exhibit D - Form of Trustee, Paying Agent and Registrar Agreement Exhibit E - Form of Preliminary Official Statement Exhibit F - Form of Disclosure Dissemination vi Agent Agreement ARTICLE I AUTHORITY AND DEFINITIONS Section 1.01. Authori . This Ordinance is enacted and implemented pursuant to the Constitution and laws of the State of Florida, including without limitation, Chapter 166, Florida Statutes, the Charter of the City and Sections 209 and 211 of the 1998 Bond Ordinance. This Ordinance shall constitute the "Series Ordinance" for the Series 2009 Bonds as defined in the 1998 Bond Ordinance. Section 1.02. Incorporation of Recitals. The City Commission hereby finds and determines and does hereby incorporate as part of this Series Ordinance the matters set forth in the foregoing recitals. Section 1.03. Meaning of Words and Terms. All terms used herein in capitalized form, except as otherwise defined herein, shall have the meanings ascribed thereto in Section 101 of the 1998 Bond Ordinance. The terms "herein," "hereby," "hereunder," "hereinafter" and other equivalent words refer to this Series Ordinance as a whole. Words importing singular number 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 neutral genders. As used herein the following terms shall have the meanings set forth below: "Board" means the Off -Street Parking Board created by the Charter of the City. "Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the form attached to this Series Ordinance as Exhibit "C" hereto between the Underwriters and the City with respect to the sale of the Series 2009 Bonds from the City to the Underwriters. "Chairman" means the Chairman of the Board or the officer succeeding to the Chairman's principal functions. "Chief Financial Officer" means the Chief Financial Officer of the Department or his designee or the officer succeeding the Chief Financial Officer's principal functions. "Director" means the Chief Executive Officer of the Department or his designee, or the officer succeeding to the Director's principal functions. "Department" means the Department of Off -Street Parking of the City created by the Charter of the City or the department, board or body succeeding such Department by whatever name at the time given to such Department and having jurisdiction over or control of the Parking System. "Fixed Rate Bonds" means bonds which bear interest at a rate fixed to their maturity date. "Financial Advisor" means with respect to the Series 2009 Bonds, First Southwest Company. "Securities Depository" means The Depository Trust Company (a limited purpose trust company), New York, New York, ("DTC") until any successor Securities Depository shall have become such pursuant to the applicable provisions of this Series Ordinance and, thereafter, "Securities Depository" shall mean the successor Securities Depository. Any Securities Depository shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book-entry system to record ownership of beneficial interests in Series 2009 Bonds, and to effect transfers of Series 2009 Bonds, in book- entry form. "Series 2009 Project" means, collectively, the acquisition, construction and installation of a portion of the Courthouse Garage, as more particularly described herein, the acquisition and installation of PAD machines as described herein, and other improvements to the Parking System, as determined by the Department, including but not limited to electronic parking meters, replacement of vehicles and other Parking System improvements. "Swap Termination Payment" means the payment, if any, owed by the City to the 2008 Counterparty upon early termination of the 2008 Swap Agreement. "Underwriters" means collectively, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of itself and J.P. Morgan Securities Inc., RBC Capital Markets Corporation, Raymond James & Associates, Inc. and Goldman Sachs & Co. [End of Article I] ARTICLE II FINDINGS Section 2.01. Findings and Determinations. It is hereby ascertained, determined and declared that: A. It is in the best interests of the City, its citizens and taxpayers to issue the Series 2009 Bonds as Fixed Rate Bonds in order to provide for a refunding of all of the Refunded Bonds. B. The City is authorized under the 1998 Bond Ordinance and this Series Ordinance to issue Additional Bonds for the purpose of financing Additional System Facilities. C. The City is authorized under the 1998 Bond Ordinance and this Series Ordinance to issue refunding bonds and to deposit the proceeds thereof with the Trustee under the 1998 Ordinance and the Series 2008 Ordinance for the payment when due of the principal of and interest on the Refunded Bonds. D. It is necessary in connection with the refunding of the Refunded Bonds to terminate the 2008 Swap Agreement, and to pay to the 2008 Counterparty a Swap Termination Payment, in connection therewith. E. In accordance with Section 218.385(l), Florida Statutes, as amended, the City Commission hereby finds, determines and declares that a negotiated sale of the Series 2009 Bonds is in the best interests of the City due to the complexities of the market and timing of the issuance of the Series 2009 Bonds as refunding bonds and to provide for the redemption of all of the Refunded Bonds. [End of Article II] ARTICLE III THIS INSTRUMENT TO CONSTITUTE CONTRACT Section 3.01. 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, the 1998 Bond Ordinance as supplemented by this Series Ordinance shall be deemed to be and shall constitute a contract between the City and the Bondholders. The covenants and agreements herein set forth and in the 1998 Bond Ordinance to be performed by the City shall be for the equal benefit, protection and security of the Bondholders of the Series 2009 Bonds and all Series 2009 Bonds shall be of equal rank and without preference, priority or distinction over any other Series 2009 Bond or any Outstanding Bonds and with any Additional Bonds hereafter issued and Qualified Derivative Payments related to any Bonds issued under the 1998 Bond Ordinance, if any, except as expressly provided herein. [End of Article III] ARTICLE IV AUTHORIZATION OF REFUNDING OF THE REFUNDED BONDS; THE SERIES 2009 PROJECT; DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS Section 4.01. Authority for Refunding of Refunded Bonds; the Series 2009 Project and Authorization for the Issuance of the Series 2009 Bonds. The City hereby authorizes the issuance of the Series 2009 Bonds and the current refunding of all of the Refunded Bonds. Any authorized officer of the City is hereby directed to deliver or cause to be delivered to the holders of the Refunded Bonds all appropriate notices regarding the redemption of the Refunded Bonds as set forth in the Series 2008 Ordinance. The City hereby approves the acquisition, construction and installation of the Series 2009 Project, as more particularly described as follows: The 2009 Project consists of the acquisition and construction or the acquisition and installation of the following: A portion of a parking garage containing approximately 700 parking spaces with approximately 34,000 square feet ("s.f.") of office space and approximately 4,500 s.f of commercial retail/restaurant rental space on the ground floor (collectively referred to herein as the "Gl Garage"). The G1 Garage will replace the existing 515 parking space garage and a 41 parking space surface lot currently owned and operated by the Department. The Department anticipates utilizing approximately 12,000 s.f. of office space itself or to lease such space to other governmental entities. Pay and Display automated parking meters ("PAD"). The Department expects to purchase and install additional PAD's. PAD's are multi -space pay stations that will replace individual on -street parking meters and attendants in off-street parking lots, which are programmed to accept coins, credit cards and debit cards for payment. • Miscellaneous other projects that are smaller in size including, but not limited to electronic parking meters, replacement of vehicles and other improvements to the Parking System. The Series 2009 Project is considered an Additional System Facilities pursuant to the 1998 Bond Ordinance. Subject and pursuant to the provisions hereof, the Series 2009 Bonds to be known as the "City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009" and "City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Taxable Series 2009" are hereby authorized to be issued at one time or as needed in an aggregate principal amount not to exceed Seventy Million Dollars ($70,000,000), for the purpose of, together with other available moneys, (i) refunding on a current basis all of the Refunded Bonds; (ii) financing the cost of the Series 2009 Project, (iii) paying a Swap Termination Payment, if any; (iv) providing for the payment of a Reserve Product or providing funds for deposit to the Reserve Account; and (v) paying the costs of issuance of the Series 2009 Bonds. Each Series of Series 2009 Bonds shall be separate and distinct from the other Series of Series 2009 Bonds for all purposes of this Series Ordinance and the 1998 Bond Ordinance. Notwithstanding anything to the contrary contained herein, each Series of Series 2009 Bonds shall not be issued until the City has complied with the requirements for the issuance of the Series 2009 Bonds as Additional Bonds under the 1998 Bond Ordinance, as supplemented hereby. Section 4.02. Form, Denominations, Date, Interest Rates and Maturity Dates. The Series 2009 Bonds are issuable only in fully registered form and shall be in substantially the form thereof set forth in Exhibit "A" to this Series Ordinance, with such appropriate variations, omissions and insertions as may be required therein and approved by the City Manager. The Series 2009 Bonds shall be issued as Fixed Rate Bonds in denominations of $5,000 or any multiple thereof, or such other denominations as determined by the City Manager. The Series 2009 Bonds shall be dated their date of issuance, shall be issued in such principal amounts, shall bear interest from the date thereof, payable on the first day of April and October of each year (each an "Interest Payment Date"), at such rates and shall mature on the first day of October of each year in accordance with the maturity schedule set forth in the Bond Purchase Agreement, but not later than October 1, 2039, may be subject to optional redemption, provided that any premium on such optional redemption does not exceed 101% of the principal amount to be redeemed, may be issued as Serial Bonds and/or Term Bonds and if such Series 2009 Bonds are issued as Term Bonds, be subject to payment from Sinking Fund Requirements by operation of the Sinking Fund Account as set forth in the Bond Purchase Agreement, as such dates, principal amounts, rates, and maturity schedule, may be approved by the Chairman and the City Manager, with the execution and delivery of the Bond Purchase Agreement as described in Section 5.02 hereof being conclusive evidence of the City's approval; provided, however, that the Series 2009 Bonds shall be sold to the Underwriters at not less than 6ninety-nine percent (99%) (including underwriters' discount but excluding original issue discount or premium) of the original principal amount of the Series 2009 Bonds and at a true interest cost rate not to exceed seven and one-half percent (7 1/2%) per annum with respect to the Tax -Exempt Series 2009 Bonds and not to exceed eight and one-half percent (8 1/2%) per annum with respect to the Taxable Series 2009 Bonds. Series 2009 Bonds shall be numbered consecutively from R-1 and upwards. Subject to the foregoing, the aggregate principal amount, maturities, interest rates and other terms of the Series 2009 Bonds shall be as approved and determined by the Chairman and City Manager and set forth in the Bond Purchase Agreement, with the execution and delivery of the Bond Purchase Agreement by the Chairman and the City Manager being conclusive evidence of the City's approval of the final details and prices of the Series 2009 Bonds. The Series 2009 Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. Except as otherwise provided in Section 4.06 hereof, the principal of and redemption premium, if any, on the Series 2009 Bonds shall be payable upon presentation and surrender at the principal office of the Paying Agent. Interest on the Series 2009 Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the 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 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 the 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 $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 (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. Interest on the Series 2009 Bonds shall be computed on the basis of a 360 - day year of twelve 30 -day months. Section 4.03. Redemption Provisions for the Series 2009 Bonds. (a) Optional Redemption. The Series 2009 Bonds may be subject to redemption prior to maturity at the option of the City, in whole or in part at such time or times, and at the redemption prices, as approved and determined by the Chairman and the City Manager, as set forth in the Bond Purchase Agreement; provided, however, the redemption premium on the Series 2009 Bonds shall not exceed the amount set forth in Section 4.02 hereof. The execution, and delivery of the Bond Purchase Agreement by the Chairman and the City Manager shall be conclusive evidence of the City's approval of the optional redemption provisions contained therein relating to the Series 2009 Bonds. (b) Mandatory Sinking Fund Redemption. The Series 2009 Bonds consisting of Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to the extent of the Sinking Fund Requirements therefor at the principal amount of such Series 2009 Bonds to be redeemed, plus accrued interest to the date fixed for redemption, but without premium, for which there is a Sinking Fund Requirement due on such Series 2009 Bonds. The Sinking Fund Requirements and redemption date or dates for the Series 2009 Bonds consisting of Term Bonds shall be as approved and determined by the Chairman and the City Manager, all as set forth in the Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement by the Chairman and the City Manager shall be conclusive evidence of the City's approval of the mandatory sinking fund redemption provisions contained therein relating to the Series 2009 Bonds. (c) Extraordinary Optional Redemption. The Series 2009 Bonds are subject to extraordinary optional redemption as provided in Section 302 of the 1998 Bond Ordinance, as a whole or in part at any time upon payment of 100% of the principal amount of the Series 2009 Bonds to be redeemed, plus interest accrued to the redemption date, if the Department exercises its option to redeem the Series 2009 Bonds pursuant to Section 710 of the 1998 Bond Ordinance. (d) Notice of Redemption of the Series 2009 Bonds. Except as otherwise provided herein, notice of redemption of the Series 2009 Bonds shall be as provided in Section 304 of the 1998 Bond Ordinance. Notwithstanding anything to the contrary contained herein and in the 1998 Bond Ordinance, so long as the Series 2009 Bonds are held under a book -entry system by a Securities Depository, notices of redemption shall be sent only to the Securities Depository or its nominee. Selection of book -entry interests in the Series 2009 Bonds called, and notice of the call to the owners of those interests called, is the responsibility of the Securities Depository pursuant to its rules and procedures, and of its participants and indirect participants. Any failure of the Securities Depository to advise any participant, or of any participant or any indirect participant to notify the owner of a book -entry interest, of any such notice and its content or effect shall not affect the validity of any proceedings for the redemption of any Series 2009 Bonds. If applicable, in the case of optional redemption only, such notice may be given as a conditional notice of redemption, in which case such notice shall state the condition and provide that if such condition is not met on or prior to such redemption date, no such redemption shall occur. Section 4.04. Execution of Series 2009 Bonds. 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 and countersigned by the City Clerk. In addition, the City Attorney shall sign the Series 2009 Bonds, showing approval of 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. Section 4.05. Authentication of the Series 2009 Bonds. Only such of the Series 2009 Bonds as shall have been endorsed thereon by a certificate of authentication substantially in the form set forth in Exhibit A, duly manually executed by the Bond Registrar, shall be entitled to any right or benefit under this Series Ordinance or the 1998 Bond Ordinance. No Series 2009 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly manually 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 Series Ordinance and the 1998 Bond Ordinance. 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. Section 4.06. Book -Entry Only System. The Series 2009 Bonds are to be issued as uncertificated securities, pursuant to the book -entry only system maintained by a Securities Depository, subject to the terms and provisions hereof. Upon initial issuance of each Series of Series 2009 Bonds, and until such Series of Series 2009 Bonds are no longer maintained through a Securities Depository book -entry only system, the registered Owner of all the Series 2009 Bonds shall be, and the Series 2009 Bonds shall be registered in the name of, Cede & Co., as nominee of DTC. Each Series of Series 2009 Bonds shall be initially issued in the form of separate single typewritten Series 2009 Bond for each maturity of each Series of Series 2009 Bonds. (a) The provisions of this Section may be changed or varied with respect to any Series 2009 Bonds for the purposes of (1) complying with the requirements of any automated depository and clearinghouse for securities transactions and (2) effectuating any book -entry only registration and payment system. During any and all times that any of the Series 2009 Bonds are registered in the name of any Securities Depository pursuant to a book -entry only system of registration, such Securities Depository shall for all purposes under this Series Ordinance be considered the registered Owner of such Series 2009 Bond and all references herein to the registered Owners or Holders shall mean such Securities Depository. (b) With respect to any Series 2009 Bonds registered in the name of Cede & Co., as nominee of DTC, or otherwise held pursuant to a book -entry only system maintained by another Securities Depository, the City, the Bond Registrar and the Paying Agent shall have no responsibility or obligation to any DTC participant (or any participant of such other Securities Depository) or to any beneficial owner (the "Beneficial Owner") of such Series 2009 Bonds. As to any Series 2009 Bonds maintained through a book -entry only system, without limiting the immediately preceding sentence, the City, the Trustee, the Bond Registrar and the Paying Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC participant (or any such other Securities Depository) with respect to any beneficial ownership interest in such Series 2009 Bond, (ii) the delivery to any DTC participant, any Beneficial Owner or any other person, other than DTC (or any such other Securities Depository), of any notice with respect to such Series of Bonds, including any notice of redemption, or (iii) the payment to any DTC participant, any Beneficial Owner or any other person, other than DTC (or any such other Securities Depository), of any amount with respect to principal of, redemption premium, if any, or interest on such Series 2009 Bonds. Notwithstanding any other provision of this Series Ordinance to the contrary, the City, the Trustee, the Bond Registrar and the Paying Agent shall be entitled to treat and consider DTC (or any such other Securities Depository) as the absolute Owner of such Series 2009 Bonds for the purpose of payment of principal of, redemption premium, if any, and interest on such Series 2009 Bonds, for the purpose of giving notices of redemption and other matters with respect to such Series 2009 Bonds, for the purpose of registering transfers with respect to such Series 2009 Bonds, and for all other purposes whatsoever. The Paying Agent shall pay all principal of, redemption premium, if any, and interest on such Series 2009 Bonds only to or upon the order of DTC (or any such other depository then in effect) and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment of principal of, redemption premium, if any, and interest on such Series 2009 Bonds to the extent of the sum or sums so paid. No person other than DTC (or any such other Securities Depository then in effect) shall receive Series 2009 Bonds evidencing the obligation of the City to make payments of amounts due pursuant to this Series Ordinance. Upon delivery by DTC (or any such other Securities Depository then in effect) to the City of written notice to the effect that DTC (or any such other Securities Depository then in effect) has determined to substitute a new nominee in place of an existing nominee, and subject to the provisions in this Series Ordinance with respect to interest checks or drafts being mailed to the registered Owners at the close of business on the Record Date, the name of the existing nominee in this Series Ordinance shall refer to such new nominee. (1) The Securities Depository may determine to discontinue providing its services with respect to the Series 2009 Bonds at any time by giving written notice to the City and the Bond Registrar and discharging its responsibilities with respect thereto under applicable law. (2) The City, in its sole discretion and without the consent of any other person, may terminate the services of a Securities Depository with respect to the Series 2009 Bonds if the City determines that the continuation of the system of book -entry -only transfers through such Securities Depository is not in the best interests of the Beneficial Owners of the Series 2009 Bonds or is burdensome to the City, and shall terminate the services of such Securities Depository with respect to the Series 2009 Bonds upon receipt by the City and the Bond Registrar of written notice from the Securities Depository to the effect that it has received written notice from its participants having interest, as shown in the records of the Securities Depository, in an aggregate principal amount of not less than fifty percent (50%) of the Series 2009 Bonds that: (i) the Securities Depository is unable to discharge its responsibilities with respect to the Series 2009 Bonds; or (ii) a continuation of the requirement that all of the Outstanding Series 2009 Bonds be registered in the registration books kept by the Bond Registrar in the name of the Securities Depository's nominee is not in the best interest of the Beneficial Owners of the Series 2009 Bonds. (3) Upon the termination of the services of the Securities Depository with respect to the Series 2009 Bonds pursuant to subsection (c)(2)(ii) hereof, or upon the discontinuance or termination of the services of the Securities Depository with respect to the Series 2009 Bonds pursuant to subsection (c)(1) or subsection (c)(2)(i) hereof after which no substitute Securities Depository willing to undertake the functions of the existing Securities Depository hereunder can be found which, in the opinion of the City, is willing and able to undertake such functions upon reasonable and customary terms, such Series 2009 Bonds shall no longer be restricted to being registered in the registration books kept by the Bond Registrar in the name of the Securities Depository's nominee. In such event, the City shall issue and the Bond Registrar shall authenticate bond certificates as requested by the depository of the like principal amount in authorized denominations to the identifiable Beneficial Owners in replacement of such Beneficial Owners' beneficial interest in the Series 2009 Bonds. (4) Notwithstanding any other provisions of this Series Ordinance to the contrary, so long as any Series 2009 Bonds is registered in the name of the Securities Depository's nominee, all payments with respect to the principal of, redemption premium, if any, and interest on the Series 2009 Bonds and all notices with respect to the Series 2009 Bonds shall be made and given, respectively, to such Securities Depository as provided in the representation letter (or other similar document required by the Securities Depository) of the City and the Bond Registrar addressed to the Securities Depository with respect to the Series 2009 Bonds. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this Series Ordinance or the 1998 Bond Ordinance by the City or the Bond Registrar with respect to any consent or other action to be taken by Bondholders, the City or the Bond Registrar, as the case may be, shall establish a record date for such consent or other action and give the Securities Depository notice of such record date not less than fifteen (15) calendar days in advance of such record date to the extent possible. [End of Article IV] ARTICLE V APPROVALS RELATING TO SWAP TERMINATION; AUTHORIZATION OF SALE OF THE SERIES 2009 BONDS; APPLICATION OF PROCEEDS AND CREATION OF ACCOUNTS Section 5.01. Approval of the Termination of the 2008 Swap Agreement and Authorization of a Swap Termination Payment. The termination of the 2008 Swap Agreement is hereby authorized and approved and the payment of the Swap Termination Payment related thereto from the proceeds of the Series 2009 Bonds is hereby authorized. The City Commission hereby authorizes and directs the Chairman and the City Manager to determine the final provisions relating to the termination of the 2008 Swap Agreement, including the determination of the amount of the Swap Termination Payment. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver any termination agreement relating to the termination of the 2008 Swap 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 by the Chairman and the City Manager upon the advice of the City Attorney, Bond Counsel and the Financial Advisor, the final form of which is to be approved by the City Attorney. The execution, attestation and delivery of the termination 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 5.02. Authorization and Approval of Negotiated Sale of the Series 2009 Bonds, Authorization and Approval of the Bond Purchase Agreement. Based on the finding set forth in Article II hereof, the City 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 The execution and delivery of the Bond Purchase Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the Chairman and the City Manager to determine the final provisions of the Bond Purchase Agreement, within the parameters for the Series 2009 Bonds set forth in Section 4.02 of this Series Ordinance. 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 delivering the "truth -in -bonding statement" and the "disclosure statement" required by said statutory provisions, the Director and the City Manager are hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "C", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the Director and the City Manager upon the advice of the Financial Advisor, the City Attorney and Bond Counsel. 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 5.03. Application of Series 2009 Bond Proceeds; Creation of Series 2009 Project Account and Cost of Issuance Subaccount. The proceeds received from the sale of the Series 2009 Bonds shall be applied by the City, simultaneously with delivery of the Series 2009 Bonds as provided in a certificate of the Director delivered at closing. A portion of the Series 2009 Bond proceeds as set forth in such certificate of the Director shall be deposited in a separate account within the Construction Fund designated "Series 2009 Project Account" which is hereby established with the Department and used solely to pay the Cost of the Series 2009 Project as provided in the 1998 Bond Ordinance. Within the Series 2009 Project Account, there is hereby established separate subaccounts designated as "Tax -Exempt Subaccount" and "Taxable Subaccount" into which the proceeds of the Tax -Exempt Series 2009 Bonds and Taxable Series 2009 Bonds, respectively, will be deposited. In addition, there is hereby further established separate subaccounts within the Series 2009 Project Account designated as "Series 2009 Tax -Exempt Cost of Issuance Subaccount" and "Series 2009 Taxable Cost of Issuance Subaccount" to which the respective portions of the Tax -Exempt Series 2009 Bond proceeds and Taxable Series 2009 Bond proceeds as set forth in such certificate of the Director shall be deposited and such proceeds shall be disbursed for payment of expenses incurred in connection with the issuance of the Series 2009 Bonds (including payment of the expenses of the City). Any balance remaining in the respective Cost of Issuance Subaccounts after payment or provision for payment of such costs and expenses have been made shall be transferred to the respective Tax -Exempt or Taxable Subaccounts Series 2009 Project Account and used to pay Costs of the Series 2009 Project. Section 5.04. Bond Fund Accounts and Subaccounts. In accordance with the terms and provisions of the 1998 Bond Ordinance including but not limited to Section 501 thereof, the City hereby authorizes the establishment with the Trustee and the Department, as applicable, of appropriate accounts and subaccounts of the Bond Fund established under the 1998 Bond Ordinance for both the Taxable Series 2009 Bonds and Tax -Exempt Series 2009 Bonds, including in particular a Series 2009 Principal Account, a Series 2009 Interest Account and a Series 2009 Sinking Fund Account, if applicable, and separate subaccounts for the Taxable Series 2009 Bonds and the Tax -Exempt Series 2009 Bonds, therein for each Account. Section 5.05. Rebate Account. There is hereby created within the Rebate Account of the Miami Parking System Fund held by the Department in a Depository a subaccount to be known as the "Series 2009 Rebate Subaccount." Such Series 2009 Rebate Subaccount shall be kept separate and apart from all other accounts of the Department and used for the purposes provided in Section 516 of the 1998 Bond Ordinance. Funds on deposit in the Series 2009 Rebate Subaccount in excess of the rebate amount, may be withdrawn and used by the Department for any lawful purpose. [End of Article V] ARTICLE VI AUTHORIZATION AND APPROVAL OF OTHER FINANCING DOCUMENTS Section 6.01. Approval of Form of Trustee, Paving Agent and Registrar Agreement; Appointment of Paying Agent and Bond Registrar. The execution and delivery of the Trustee, Paying Agent and Registrar Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the Chairman and the City Manager to determine the final provisions of the Trustee, Paying Agent and Registrar Agreement. The Chairman and the City Manager are hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Trustee, Paying Agent and Registrar Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "D", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the Chairman and the City Manager upon the advice of the City Attorney and Bond Counsel. The execution, attestation and delivery of the Trustee, 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. TD Bank National Association is hereby designated as the Trustee under the 1998 Bond Ordinance and the Paying Agent and the Bond Registrar for the Series 2009 Bonds. Section 6.02. 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 `B" is hereby approved with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the Chairman and the City Manager. The Chairman and the City Manager are 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 Chairman and the City Manager in consultation with the City Attorney, Bond Counsel and the City's disclosure counsel in their sole discretion, may approve, such execution to be conclusive evidence of such approval. The Chairman and the City Manager are hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule 15c2-12 of the Securities and Exchange Commission (the "Rule"), and to execute such documents as may be necessary therefore. The Director or his designee 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. Section 6.03. Approval of the Form of Disclosure Dissemination Agent Agreement; Appointment of Dissemination Agent. For the benefit of the Holders and Beneficial Owners from time to time of the Series 2009 Bonds, the City and the Department each agrees in accordance with the Rule, and as the only obligated persons 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 Chief Financial Officer is hereby authorized and directed to sign and deliver, in the name and on behalf of the City and the Department, a Disclosure Dissemination Agent Agreement (the "Disclosure Dissemination Agent Agreement") with Digital Assurance Certification LLC ("DAC"), in substantially the form attached hereto as Exhibit "F", with such changes, insertions and omissions and such filling-in of blanks therein as may be approved by the Chief Financial Officer and in consultation with the City Attorney, Bond Counsel and the City's disclosure counsel, the final form of which is to be approved by the City Attorney. The execution and delivery of the Disclosure Dissemination Agent Agreement, for and on behalf of the City by the Chief Financial Officer, shall be deemed conclusive evidence of the City's and Department's approval of the Disclosure Dissemination Agent Agreement. Notwithstanding any other provisions of this Series Ordinance, any failure by the City or the Department to comply with any provisions of the Disclosure Dissemination Agent Agreement or this Section 6.03 shall not constitute a default under this Series Ordinance or the 1998 Bond Ordinance and the remedies therefor shall be solely as provided in the Disclosure Dissemination Agent Agreement. DAC is hereby appointed dissemination agent under the Disclosure Dissemination Agent Agreement. Section 6.04. Bond Insurance Policy and/or Reserve Product. In order to produce the lowest true interest cost possible for the Series 2009 Bonds or any portion thereof, the Director is hereby authorized to secure a Bond Insurance Policy in the form of a municipal bond insurance policy and/or a Reserve Policy, in the form of a reserve surety or letter of credit, with respect to the Series 2009 Bonds, if, after consultation with the Financial Advisor and the Chief Financial Officer, the Director determines that obtaining such Bond Insurance Policy and/or Reserve Product is in the best interests of the City. The Director is hereby authorized to provide for the payment of any premium(s) on such Bond Insurance Policy and/or Reserve Product from the proceeds of the issuance of the Series 2009 Bonds and the Chairman and the City Manager are hereby authorized to enter into such agreements as may be necessary to secure such Bond Insurance Policy and/or Reserve Product. The Chairman's and City Manager's execution of any such agreements, after consultation with the City Attorney and Bond Counsel, is to be conclusive evidence of the City's approval thereof, the final form of which is to be approved by the City Attorney. [End of Article VI] ARTICLE VII MISCELLANEOUS PROVISIONS Section 7.01. Ratification of Selection of Underwriters and Legal Counsel. The City Commission hereby ratifies, confirms and approves the selection of the Underwriters with respect to the Series 2009 Bonds by the Department. The City Commission hereby ratifies, confirms and approves the selection by the Department with respect to the Series 2009 Bonds of Squire, Sanders & Dempsey L.L.P., as Bond Counsel and Bryant Miller Olive P.A., as disclosure counsel to the Department and City, as approved further by the City Attorney. Section 7.02. Further Authorizations. The City Manager, the Chairman, the Director and the Chief Financial Officer or any of them and the City Clerk and the City Attorney and such other officers and employees of the City as may be designated by the City Manager or the Chairman or either of them are each designated as agents of the City and the Department in connection with the sale, issuance and delivery of the Series 2009 Bonds and are authorized and empowered, collectively or individually, to take all action and steps and to execute all instruments, documents and contracts on behalf of the City, including, but not limited to, the selection and hiring of any professionals or service providers and the execution of documentation required in connection with the negotiated sale of the Series 2009 Bonds to the Underwriters, that are necessary or desirable in connection with the sale, execution and delivery of the Series 2009 Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Series Ordinance, the Bond Purchase Agreement, the Trustee, Paying Agent and Registrar Agreement, the Disclosure Dissemination Agent Agreement, the Official Statement or any action relating to the Series 2009 Bonds heretofore taken by the City or the Department on behalf of the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 2009 Bonds. Any and all costs incurred in connection with the issuance of the Series 2009 Bonds and/or the refunding of the Refunded Bonds are hereby authorized to be paid from the proceeds of the Series 2009 Bonds. Section 7.03. Applicability of Terms and Provision of the 1998 Bond Ordinance. To the extent that such terms and provisions of the 1998 Bond Ordinance are not inconsistent with the terms and provisions of this Series Ordinance, such terms and provisions of the 1998 Bond Ordinance shall apply equally to the Series 2009 Bonds and shall be deemed incorporated by reference into this Series Ordinance. Section 7.04. Severability. If any one or more of the covenants, agreements or provisions of this Series Ordinance should be held contrary to any express provision of law or contrary to any express provision 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 severed from the remaining covenants, agreements or provisions of this Series Ordinance or of the Series 2009 Bonds issued hereunder. Section 7.05. No Third -Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Series Ordinance expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto and the Owners and Holders of the Series 2009 Bonds issued under and secured by this Series Ordinance, any rights, remedy or claim, legal or equitable, under or by reason of this Series Ordinance or any provision hereof, this Series Ordinance and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the Owners and Holders from time to time of the Series 2009 Bonds issued hereunder. Section 7.06. Controlling Law; Members of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Series Ordinance shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized and provided by the Constitution and laws of the State. 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 or employee of the City in their individual capacity, and neither the members of the City nor any official executing the Series 2009 Bonds shall be liable personally on the Series 2009 Bonds or this Series Ordinance or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City or such members thereof. Section 7.07. Repeal of Inconsistent Ordinances. All Ordinances or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. [Signature Page Follows] Section 7.08. Effective Date. This Ordinance shall become effective immediately upon its enactment and signature of the Mayor. { 1 } APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU' CITY ATTORNEY Footnotes: {1} If the Mayor does not sign this Ordinance, it shall become effective at the end of ten calendar days from the date it was passed and enacted. If the Mayor vetoes this Ordinance, it shall become effective immediately upon override of the veto by the City Commission. EXHIBIT A BOND FORM No. R - EXHIBIT A BOND FORM UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI PARKING SYSTEM REVENUE AND REVENUE REFUNDING BOND, [TAX-EXEMPT/TAXABLE] SERIES 2009 Interest Rate Maturity Date Dated Date CUSIP % December 1, , 2009 Registered Owner: Cede & Co. Principal Amount: Dollars The City of Miami (hereinafter called the "City"), a municipal corporation in the County of Miami -Dade, State of Florida, for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, on the Maturity Date identified above (or earlier as hereinafter provided), but solely from the sources hereinafter described, the Principal Amount identified above, in any coin or currency of the United States of America which at time of payrnent is legal tender for the payment of public and private debts upon presentation and surrender hereof at the designated office in Jacksonville, Florida, of TD Bank, National Association, or its successors or assigns, as Trustee, Paying Agent and Bond Registrar (the "Paying Agent") The City also promises to pay, solely from the sources herein described, interest on the principal sum from the date hereof, at the Interest Rate per annum identified above, until payment of the principal sum is paid, such interest being payable on the first day of April and the first day of October in each year, commencing on [ 1, 2009, from the Interest Payment Date next preceding the date of registration and authentication of this Bond, unless this Bond is registered and authenticated as of an Interest Payment Date, in which case it shall bear interest from said Interest Payment Date. Interest will be paid by check or draft mailed to the registered owner hereof at his address as it appears on the registration books of the City maintained by TD Bank, National Association, as 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 Bond subsequent to such Record Date and prior to such Interest Payment Date, unless the City shall be in default in payment of interest due on such Interest Payment Date; provided, however, that if ownership of this Bond 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 as otherwise provided in the Series Ordinance, as described herein. In the event of any default in the payment of interest, such defaulted interest shall be payable to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the registered owners of this Bond 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. Interest on this Bond shall be computed on the basis of a 360 -day year of twelve 30 -day months. This Bond is a part of a duly authorized Series of Parking System revenue bonds of the City designated as Parking System Revenue and Revenue Refunding Bonds, [Tax- Exempt/Taxable] Series 2009 (the "[Tax-Exempt/Taxable] Series 2009 Bonds") in aggregate principal amount of $ issued by the City under and pursuant to the Constitution and laws of the state of Florida, including but not limited to Chapter 166, Florida Statutes, the Charter of the City and other applicable provisions of law and Ordinance No. , enacted by the City Commission on _, 2009 (the "Series Ordinance"), which supplements Ordinance No. 11693, enacted by the City Commission on August 14, 1998, as supplemented and amended, and in particular, as amended by Ordinance No. 11719, enacted by the -City Commission on October 27, 1998 (collectively, the "1998 Bond Ordinance" and, together with the Series Ordinance, the "Bond Ordinance"). This Bond is subject to all the terms and conditions of the Bond Ordinance, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Bond Ordinance. [The Tax -Exempt Series 2009 Bonds are issued in order to provide funds, together with other available moneys, to (i) refund on a current basis all of the City's Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008, currently outstanding in the aggregate principal amount of $ (the "Refunded Bonds"), (ii) finance a portion of the cost of acquisition, construction and installation of the Series 2009 Project, (iii) pay"a Swap Tennination Payment, if necessary, (iv) provide for the payment of a Reserve Product or provide funds for deposit to the Reserve Account, and (v) pay the costs of issuance of the Tax -Exempt Series 2009 Bonds.][The Taxable Series 2009 Bonds are issued in order to provide funds, together with other available moneys, to (i) refund on a current basis all of the City's Taxable Variable Rate Parking System Revenue Refunding Bonds, Series 2008, currently outstanding in the aggregate principal amount of $ (the "Refunded Bonds"), (ii) finance a portion of the cost of acquisition, construction and installation of the Series 2009 Project, (iii) provide for the payment of a Reserve Product or provide funds for deposit to the Reserve Account, and (iv) pay the costs of issuance of the Taxable Series 2009 Bonds.] Concurrently with the issuance of the [Tax-Exempt/Taxable] Series 2009 Bonds, the City is issuing its Parking System Revenue and Revenue Refunding Bonds, [Tax-Exempt/Taxable] Series 2009 (the "[Tax-Exempt/Taxable] Series 2009 Bonds" and, together with the [Tax- Exempt/Taxable] Series 2009 Bonds, the "Series 2009 Bonds") in aggregate principal amount of $ . The Series 2009 Bonds are issued as Additional Bonds under the 1998 Bond Ordinance. The Series 2009 Bonds are on a parity with the City's Parking System Revenue Refunding Bonds, Series 1998, currently outstanding in the aggregate principal amount of $ , and any Additional Bonds issued under the 1998 Bond Ordinance. This Bond is a limited obligation of the City secured by a pledge of, and payable solely from Net Revenues, the City's right to receive Net Revenues, and the money and Investment Obligations in the funds and accounts established under the Bond Ordinance and the income derived from such Investment Obligations and the investment of such money. 2 This Bond shall not be deemed to constitute a debt of the City for which the full faith and credit of the City are pledged, and the City is not obligated to pay this Bond or the premium, if any, or the interest hereon, except fro the aforementioned sources. the issuance of this Bond shall not directly or indirectly or contingently obligate the City to levy or to pledge any form of taxation whatever therefore, and the holder of this Bond shall have no recourse to the power of taxation. This Bond does not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than upon the Net Revenues and other items expressly pledged under the terms of the Bond Ordinance. Reference is hereby made to the Bond Ordinance for the provisions, among others, relating to the term, lien and security of the Series 2009 Bonds, the custody and application of the proceeds of the Series 2009 Bonds, continuing disclosure obligations of the City, the rights and remedies of the Bondholders, the extent of and limitations on the City's rights, duties and obligations and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the Bondholder hereof for himself and his successors in interest assents by acceptance of this Bond. The transfer of this Bond is registerable by the registered Owner hereof in person or by his attorney or legal representative at the designated office of the Trustee, as Bond Registrar, together with an assignment duly executed by the registered Owner or his attorney or legal representative, and the Trustee, as Bond Registrar, shall make a notation of such transfer on the books maintained for such purpose and shall endorse the same hereon. Any Holder requesting any exchange or registration of transfer of this Bond shall pay any tax or other governmental charge required to be paid with respect thereto and any charge for shipping and out-of-pocket costs incurred by the City and the Trustee in connection with such exchange or registration of transfer. The Trustee shall not be required to make any exchange or to register the transfer of this Bond during the period of fifteen (15) days next preceding any Interest Payment Date or after notice of redemption of this Bond or any portion thereof has been given pursuant to the Bond Ordinance. The City has established a book -entry system of registration for this Series of Series 2009 Bonds of which this is one. Except as specifically provided otherwise in the Bond Ordinance, an agent will hold this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement. [Insert Redemption Provisions Applicable to the Tax-Exempt/Taxable Series 2009 Bonds as appropriate] All Bonds are subject to redemption as a whole at any time or in part at any time at the option of the City, at a redemption price equal to the principal amount thereof without premium, plus accrued interest to the redemption date, if all or any part of the Parking System is damaged, destroyed or condeinned. J If less than all of the Bonds are called for redemption, the particular Bonds to be redeemed shall be selected by the City as provided in the Bond Ordinance. If the City fails to select the Bonds to be redeemed, the Trustee shall first redeem Bonds bearing the highest rate of interest, and if Bonds of more than one maturity bear the salve rate of interest, the Trustee will redeem Bonds in the inverse order of maturities and by lot within a maturity as the Trustee, in its discretion, may determine. Any such redemption, either as a whole or in part, may be made upon at least thirty (30) days prior notice as provided in the Bond Ordinance. So long as this Bond is held under a book - entry system by the Securities Depository, notice of redemption shall be sent only to the Securities Depository or its nominee. hi the case of optional redemption only, such notice may be given as a conditional notice of redemption as provided in the Bond Ordinance. On the date fixed for redemption, notice having been mailed in the maiuier provided in the Bond Ordinance, the Bonds or portions thereof called for redemption will be due and payable at the redemption price provided therefore, plus accrued interest to such redemption date. If there has been delivered to the Trustee, and the Trustee is then holding in trust, money or Government Obligations of the United States, or a combination of both, sufficient to pay the redemption price of the Bonds to be redeemed plus accrued interest to the date of redemption, interest on the Bonds called for redemption will cease to accrue; such Bonds will cease to be entitled to any benefits or security of, or to be deemed outstanding under the Bond Ordinance; and the Holders of such Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest to the date of redemption. In addition this Bond will not be deemed to be outstanding under the Bond Ordinance and will cease to be entitled to the security of or any rights under the Bond Ordinance, and the Holder hereof shall have no rights other than to be given notice of redemption and to receive payment of the redemption price hereof and accrued interest hereon to the date of redemption, if irrevocable instructions to pay this Bond on one or more specified dates or to call the same for redemption at the earliest redemption date have been given to the Trustee and money or Government Obligations, or a combination of both, sufficient to pay the redemption rice of this Bond, together with accrued interest hereon to the date of redemption, are held by the Trustee in trust for the Holder hereof. Government Obligations will be deemed to be sufficient to redeem or pay this Bond on a specified date if the principal of and the interest on such Government Obligations, when due, will be sufficient to pay on such date the redemption price of and the interest accruing on this Bond to such redemption date, as more fully provided in the Bond Ordinance. The Holder of this Bond shall have no right to enforce the provisions of the Bond Ordinance, to institute action to enforce the covenants therein, to take any action with respect to any event of default under the Bond Ordinance, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Bond Ordinance. Upon the occurrence of certain events of default, and on the conditions, in the manner and with the effect set forth in the Bond Ordinance, the principal of this Bond may become or may be declared due and payable before its stated maturity, together with the interest accrued thereon. E Modifications or alterations of the Bond Ordinance or of any ordinance supplemental thereto may be made only to the extent and only upon the circumstances as permitted by the Bond Ordinance. Subject to the provisions for registration endorsed hereon and contained in the Bond Ordinance, nothing contained in this Bond or in the Bond Ordinance shall affect or impair the negotiability of this Bond, and this Bond shall have, as between successive holders, all the qualities and incidents of an investment security under the Uniform Commercial Code - Investment Securities Law of the State of Florida. This Bond is issued with the intent that the laws of the State of Florida shall govern its construction. All acts, conditions, and things required to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed as required. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Bond Ordinance until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar. [SIGNATURE PAGE TO FOLLOW] 5 IN WITNESS WHEREOF, the City of Miami, Florida, has issued this 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, all as of the day of , 2009. (SEAL) ATTESTED AND COUNTERSIGNED: IM City Clerk G CITY OF MIAMI, FLORIDA City Manager APPROVED AS TO FORM AND CORRECTNESS in City Attorney CERTIFICATE OF AUTHENTICATION This Bond is one of the Series 2009 Bonds designated in and executed under the provisions of the within mentioned Bond Ordinance. Date of Authentication: 7 TD BANK, NATIONAL ASSOCIATION as Bond Registrar Authorized Officer ABBREVIATIONS FOR SERIES 2009 BONDS The following abbreviations, when used in inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - Custodian <<, u5 L) �ivinwr under Uniform Gifts to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney to registrar the transfer of the within Bond on the books kept for registration and registration of the transfer thereof, with full power of substitution in the premises. Dated: 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. G� NOTICE: No transfer will be registered and no new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the naive as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. EXHIBIT B TERMINATION AGREEMENT [DRAFT] ATTN: SCOTT SIMPSON MIAMI PARKING AUTHORITY FAX NO: FROM: Carmine Pilla JPMorgan Chase Bank, N.A. RE: Termination of an Interest Rate Swap Transaction 2009.0814.003 YOUR REF: OUR REF: 0500007012706 (FORMERLY BSFP REF: FXNSC8093) NO OF PAGES: 4 (Including Cover) URGENT, PLEASE SIGN AND FAX THIS CONFIRMATION TO (001) 888 803 3606 MLAMU4244074.1 [DRAFT] Termination of an Interest Rate Swap Transaction The purpose of this letter agreement is to confirm the total tennination of the Interest Rate Swap Transaction entered into between: JPMORGAN CHASE BANK, N.A. ("JPMorgan") and THE CITY OF MIAMI, FLORIDA/ MIAMI PARKING AUTHORITY (the "Counteiparty") The terms of the particular Interest Rate Swap Transaction to which this Confirmation relates are as follows: A. TRANSACTION DETAILS JPMorgan Deal Number(s): 0500007012706 Notional Amount: USD 34,740,000 (Amortizing) Trade Date: 12 October 2004 (Novation Trade Date 15 January, 2009) Effective Date: 30 March 2006 Termination Date: 01 May 2020 Termination Amount Determination Date: [TBD] Termination Amount Payable by [Counierpariy #o JPMorgan1 USD [TBD] Payment Date: [TBD} Effective upon the payment of the Termination Amount on the Payment Date, the rights, obligations and liabilities of JPMorgan and the Counterparty under the Transaction shall be terminated and discharged. Each party hereto acknowledges that, except as provided herein, no payments or other amounts are owed to it by the other party hereto under or with respect to the termination and discharge affected hereby. The parties agree that as of the Termination Amount Determination Date no other payment obligations will accrue or exist other than the Termination Amount. B. ACCOUNT DETAILS Payments to MIAMI PARKING AUTHORITY in USD: [TO BE PROVIDED] Payments to MIAMI PARKING AUTHORITY in USD: [TO BE PROVIDED] C. OFFICES JPMorgan: Counterparty: Our Ref: 0500007012706 Sent: Page 1 of 3 [DRAFT] Please confirm that the foregoing correctly sets forth the terms of our agreement by executing a copy of this Confirmation and returning it to us. JPMorgan is pleased to have concluded this Transaction with you. JPMorgan Chase Bank, N.A. Name: Carmine Pilla Title: Vice President Accepted and confirmed as of the date first written: City of Miami, Florida Name: Pedro G. Hernandez Title: City Manager, City of Miami, Florida Approved as to form: Name: Julie 0. Breu Title: City Attorney, City of Miami, Florida Our Ref: 0500007012706 Sent: Page 2 of 3 Imam Client Service Group All queries regarding confirmations should be sent to: JPMorgan Chase Bank, N.A. Contacts JPMorgan Contact Client Ser«ce Group Group E-mail address: Facsimile: Telex: Cable: Telephone Number (001 ) 3026344960 (001) 888 803 3606 Please quote the JPMorgan deal number(s): 0500007012706 Our Ref: 0500007012706 Sent: Page 3 of 3 EXHIBIT C BOND PURCHASE AGREEMENT C-1 B&CDRAFT #2 8/ /09 PURCHASE CONTRACT with respect to CITY OF MIAMI, FLORIDA S Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009 The City Commissioners of the City of Miami, Florida 3500 Pan American Drive Miami, Florida 33133 Ladies and Gentlemen: S Parking System [Revenue and] Revenue Refunding Bonds, Taxable Series 2009 , 2009 1. Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Representative"), as representative of itself and J.P. Morgan Securities, Inc., RBC Capital Markets Corporation, Raymond James & Associates, Inc. and Goldman Sachs & Co. (collectively with the Representative, the "Underwriters") offer to enter into the following agreement (this "Purchase Contract") with the City of Miami, Florida (the "City"), which upon the City's acceptance hereof will be binding upon the City and upon the Underwriters. This offer is made subj ect to the City's acceptance by execution of this Purchase Contract and its delivery of same to the Underwriters at or before 5:00 p.m., New York City time, today. 2. Upon the terms and conditions and upon the basis of the representations, warranties, covenants and agreements hereinafter set forth, the Underwriters, jointly and severally, hereby agree to purchase from the City for offering to the public, and the City hereby agrees to sell and deliver to the Underwriters for such purpose, all (but not less than all) of the aggregate principal amount of the City's Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009 (the "Tax - Exempt Bonds"), and its Parking System [Revenue and] Revenue Refunding Bonds, Taxable Series 2009 (the "Taxable Bonds"), dated as of , 2009 (collectively, the Tax -Exempt Bonds and the Taxable Bonds are referred to herein as the "Series 2009 Bonds"). The Underwriters agree to pay to the City for the purchase of the Series 2009 Bonds an amount equal to $ (which represents the $ par amount of the Tax -Exempt Bonds and the $ par amount of the Taxable Bonds, plus net original issue premium of $ and less an Underwriters' discount of $ ). Such purchase price shall be paid by the Underwriters to the City on the Closing Date as described in Section 7 hereof. 4817-4440-6788.2 09999/9999 3. The Series 2009 Bonds are being issued by the City pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part Il, Florida Statutes, the Charter of the City, and other applicable provisions of law (the "Act") and pursuant to Ordinance No. 11693 of the City enacted by the City Commission of the City on August 14, 1999, as amended and supplemented (the "Initial Ordinance"), and as supplemented in particular by Ordinance No. adopted by the City Commission of the City on , 2009 (the "Series 2009 Bond Ordinance," together with the Initial Ordinance, the "Bond Ordinance"). The Series 2009 Bonds are being issued for the purpose, together with other available moneys, of (i) refunding on a current basis all of the Refunded Bonds, (ii) financing the cost of acquisition and installation of certain public parking improvements, as more particularly described in the Series 2009 Bond Ordinance (collectively, the "Project"), (iii) paying any termination payment in connection with the termination of the 2008 Swap Agreement, (iv) providing for the payment of a Reserve Product or providing funds for deposit to the Reserve Account, and (v) paying certain costs and expenses incurred in connection with the issuance of the Series 2009 Bonds. The payment of the principal of, redemption premium, if any, and interest on the Series 2009 Bonds shall be secured by (a) the Net Revenues of the Parking System, (b) the right of the City and the Department to receive Net Revenues, and (c) the money and Investment Obligations in the funds and accounts established under the Bond Ordinance (with the exception of the money and Investment Obligations in the Rebate Fund until such are transferred to the Revenue Fund as provided in the Bond Ordinance) and the income derived from such Investment Obligations and the investment of such money (the "Security"), on a parity with the pledge thereof in favor of the Registered Owners of any Additional Bonds hereafter issued, and bonds previously issued, under the Bond Ordinance, as described further in the Bond Ordinance. Capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Bond Ordinance. The Series 2009 Bonds shall be more fully described in the Preliminary Official Statement, dated , 2009, relating to the Series 2009 Bonds, the form of which is attached to the Series 2009 Bond Ordinance. Such Preliminary Official Statement as amended to delete preliminary language and reflect the final terms of the Series 2009 Bonds, and with only such changes as shall be approved by the City and the Underwriters, and as amended and supplemented prior to Closing (as defined in Section 7 below), is herein referred to as the "Official Statement." The Series 2009 Bonds shall mature, bear interest and be subject to redemption as set forth in Exhibit A attached hereto, and have all such other terms and provisions, as set forth in the Bond Ordinance and as described in the Official Statement. 4. Prior to the submission of the offer to purchase the Series 2009 Bonds pursuant to this Purchase Contract, the Underwriters have provided the City all applicable disclosure information required by Section 218.385, Florida Statutes, a copy of which is attached as Exhibit B hereto, and the City, by its acceptance hereof, accepts such disclosure and agrees that it does not require any further disclosure from the Underwriters prior to the delivery of the Series 2009 Bonds with regard to the matters set forth in such Section. The Underwriters agree to make a bona fide public offering of all the Series 2009 Bonds at not in excess of the initial public offering price (which may be expressed in terms of yield), set forth in Exhibit A attached hereto. The Series 2009 Bonds may be -2- offered and sold to certain dealers (including the Underwriters and other dealers or institutions depositing such Series 2009 Bonds into investment trusts) at a price or prices lower than such public offering price. The City covenants with the Underwriters to cooperate with it in qualifying the Series 2009 Bonds for offer and sale under the securities or "Blue Sky" laws of such states as the Underwriters may request; provided that in no event shall the City be obligated to take any action which would subject it to general service of process in any state where it is not now so subject. In accordance with Section 1.148(b) of the Regulations promulgated under the Internal Revenue Code of 1986, as amended, the Underwriters agree to provide at the Closing a certificate stating the price at which at least 10% of each maturity of the Series 2009 Bonds have been sold to the public. Delivered herewith by the Representative on behalf of the Underwriters is a check payable to the order of the City in an amount equal to $ (the "Good Faith Check"). If the City does not accept the offer made hereby, the Good Faith Check shall be immediately returned to the Underwriters. If the offer made hereby is so accepted, the City shall hold the Good Faith Check uncashed until the Closing Date, as defined herein. In the event the Underwriters accept and pay for the Series 2009 Bonds, as provided herein, the uncashed Good Faith Check shall be returned to the Representative at the Closing. In the event the City shall fail to deliver the Series 2009 Bonds at the Closing Date, or if the City shall be unable at or prior to the Closing Date to satisfy the conditions to the obligations of the Underwriters contained herein, or if the obligations of the Underwriters shall be terminated for any reason permitted hereby, the Good Faith Check shall be returned immediately to the Representative on behalf of the Underwriters on or prior to the Closing Date. If the Underwriters shall fail (other than for a reason permitted hereby) to accept and pay for the Series 2009 Bonds upon tender thereof by the City as provided herein, the Good Faith Check shall be retained by the City as and for full liquidated damages for such failure and for any and all defaults on the part of the Underwriters, and shall constitute a full release and discharge of all claims and damages for such failure and for any and all such defaults. The following statements are made in satisfaction of the requirements of Section 218.385(2) and (3), Florida Statutes. The City is proposing to issue the Series 2009 Bonds in the aggregate principal amount of $ for the purpose of (i) refunding on a current basis all of the Refunded Bonds, (ii) financing the Series 2009 Project, (iii) paying any termination payment in connection with the termination of the 2008 Swap Agreement, (iv) providing for the payment of a Reserve Product or providing funds for deposit to the Reserve Account, and (v) paying certain costs and expenses incurred in connection with the issuance of the Series 2009 Bonds. The Series 2009 Bonds are expected to be repaid over a period of approximately years, at a true interest cost of approximately %, resulting in total interest payments in the amount of $ being made over the life of the Series 2009 Bonds. The Series 2009 Bonds are payable from and secured by the Net Revenues of the Parking System (as defined in the Bond Ordinance) of the City. Authorizing the Series 2009 Bonds will result in approximately $ (average annual debt service) of City's moneys not being available to finance other services of the City each year over the next approximately years. 5. Within seven (7) business days after the acceptance hereof by the City, the City shall cause to be delivered such reasonable number of copies of the final Official Statement as the Underwriters shall request, which shall be sufficient in number to comply with paragraph (b)(4) of Rule 15c2-12 of the Securities and Exchange Commission (17 CFR § 240.15c2-12) under the Securities Exchange Act of 1934 (the "Rule") and with Rules G-32 and G-36 and all other applicable rules of the Municipal Securities Rulemaking Board (the "MSRB"). The City hereby authorizes the Underwriters to use and distribute the Bond Ordinance and the Official Statement, and any amendments thereto, and the information contained in each such document in connection with the public offering and the sale of the Series 2009 Bonds. The Underwriters agree that they will not confirm the sale of any Series 2009 Bonds unless the confirmation of sale is accompanied or preceded by the delivery of a copy of the Official Statement pursuant to the rules of the MSRB. 6. The City and the Department each represents, warrants, covenants and agrees with the Underwriters as of the date hereof and as of the Closing Date, which representations and warranties shall survive the Closing, that: A. The City is a municipal corporation of the State of Florida duly organized and existing pursuant to the Constitution, the Charter of the City, and laws of such State and is authorized and empowered by law, including particularly the Act, to issue the Series 2009 Bonds and to use the moneys derived from the sale of the Series 2009 Bonds to fund the Series 2009 Project and to fund such other uses of the proceeds of the Series 2009 Bonds as described in the 2009 Bond Ordinance; to adopt the Bond Ordinance, to accept this Purchase Contract; to issue, sell and deliver the Series 2009 Bonds to the Underwriters as provided herein; to execute and perform its obligations under a Disclosure Dissemination Agent Agreement, the form of which is attached to the Preliminary Official Statement as Appendix E (the "Disclosure Agreement"); and to carry out and consummate all other transactions contemplated by the Official Statement and by each of the aforesaid documents, agreements and resolutions. B. The City has duly authorized by all appropriate action, and complied with all provisions of law with which compliance was required on or prior to the date hereof, including the Act, with respect to the acceptance of this Purchase Contract, and the execution and delivery of the Disclosure Agreement; the enactment of the Bond Ordinance; and the sale, execution, issuance and delivery of the Series 2009 Bonds. Each of the aforementioned agreements, ordinances, resolutions and other instruments constitute valid and binding obligations of the City enforceable against the City in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other laws affecting creditors' rights and remedies and to general principles of equity. -4- C. When delivered to and paid by the Underwriters in accordance with the terms of this Purchase Contract and the Bond Ordinance, the Series 2009 Bonds will have been duly and validly authorized, executed, authenticated, issued and delivered and will constitute legal, valid and binding limited obligations of the City enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors' rights and remedies and to general principles of equity, and will be entitled to the benefits of the Bond Ordinance. D. Neither the City nor the Department is in breach or default under any applicable constitutional provision, law or administrative regulation of the State of Florida or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, ordinance, resolution, agreement or other instrument to which the City or the Department is a parry or to which the City, the Department or any of the property or assets of the Parking System are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, would constitute a material default or event of default by the City or the Department under any such instrument. The acceptance of this Purchase Contract, the execution and delivery of the Series 2009 Bonds and the Disclosure Agreement, the enactment of the Bond Ordinance, and compliance with the provisions thereof, do not and will not conflict with, or constitute on the part of the City a material violation of, breach of or default under, any indenture, mortgage, deed of trust, resolution, note agreement or other agreement or instrument to which the City is a party or by which the City is bound, or, any constitutional provision or statute of the State of Florida, any order, rule or regulation of any court or governmental agency or body having jurisdiction over the City or any of its activities or properties; and all consents of any governmental authority of the State of Florida required in connection with the issuance or sale of the Series 2009 Bonds by the City have been obtained; provided, however, that no representation is made concerning compliance with the Federal securities laws or the securities or "Blue Sky" laws of the various States. E. Except as described in the Preliminary Official Statement and in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, or public board or body, pending or, to the best of its knowledge, after due inquiry, threatened against or affecting the City, affecting the corporate existence of the City or its right to conduct its operations as presently conducted in all material respects, the operation of the Parking System by the Department, or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Series 2009 Bonds or the collection of revenues pledged or to be pledged to pay the principal of and interest on the Series 2009 Bonds, or the pledge of revenues pursuant to the Bond Ordinance or in any way contesting or affecting the validity or enforceability of the Series 2009 Bonds, the Bond Ordinance, or this Purchase Contract, or contesting the exclusion from gross -income of interest on the Tax -Exempt Bonds for federal income tax purposes, or contesting.in any way the completeness or accuracy of the Official Statement or any supplement or amendment thereto, or contesting the powers of the City or any authority for the issuance of the Series 2009 Bonds, the enactment of the Bond Ordinance or the execution and delivery of this Purchase Contract, nor is there any basis -5- therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Purchase Contract, the Bond Ordinance, or the Disclosure Agreement, or which, in any way, would adversely affect the validity or enforceability of the Series 2009 Bonds, the Bond Ordinance, the Disclosure Agreement, or this Purchase Contract, or any agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated by this Purchase Contract, the Disclosure Agreement and the Bond Ordinance. F. The City will not take or omit to take any action which action or omission will in any way cause the proceeds from the sale of the Series 2009 Bonds to be applied in a manner contrary to that provided for in the Bond Ordinance and as described in the Official Statement. G. The Preliminary Official Statement as of the date thereof and the Official Statement as of the date hereof (but in both instances not including information in such documents under the heading "Description of the Series 2009 Bonds — Book -Entry Only System") do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If, after the date of this Purchase Contract and until the earlier of (i) ninety (90) days from the end of the "underwriting period" (as defined in SEC Rule 15c2-12) or (ii) the time when the Official Statement is available to any person from a nationally recognized repository, but in no case less than 25 days following the end of the underwriting period, any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters thereof, and, if in the opinion of the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will at its own expense forthwith prepare and furnish to the Underwriters a sufficient number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriters) which will supplement or amend the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at such time, not misleading. The City shall advise the Representative immediately of receipt by the City of any notification with respect to the suspension of the qualification of the Series 2009 Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. H. Except as disclosed in the Preliminary Official Statement and in the Official Statement, the City neither is nor has been in default any time after December 31,1975, as to principal or interest with respect to an obligation issued by the City. I. The City has not been notified of any listing or proposed listing by the Internal Revenue Service to the effect that it is a bond issuer whose arbitrage certifications may not be relied upon. -6- J. As of its date, the Preliminary Official Statement was deemed "final" by the City for purposes of SEC Rule 15c2 -12(b). K. The City has, in connection with previous issues of securities, undertaken in a written certificate for the benefit of holders of such securities, to provide certain continuing disclosure information in accordance with Rule 15c2 -12(b)(5) of the Securities and Exchange Commission, and the City has complied with and is currently in compliance with each such undertaking. L. (i) The financial statements of the Department and the other financial information regarding the Department in the Official Statement fairly present the financial position and results of the operations of the Department as of the dates and for the periods therein set forth; (ii) the audited financial statements have been prepared in accordance with generally accepted accounting principles consistently applied; (iii) the unaudited financial statements (if any) have been prepared on a basis substantially consistent with the audited financial statements included in the Official Statement and reflect all adjustments necessary to that effect; (iv) the other financial information has been determined on a basis substantially consistent with that of the Department's audited financial statements included in the Official Statement; and (v) there has been no material adverse change in the financial condition of the Department since September 30, 2008, except as specifically described in the Official Statement. M. All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the City of its obligations under, this Purchase Contract, the Bond Ordinance, and the Series 2009 Bonds have been duly obtained, except for such approvals, consents and orders as are stated herein or in the Official Statement as yet to be obtained or as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Series 2009 Bonds. N. The Security pledged to the repayment of the Series 2009 Bonds is not pledged to repay any other obligations of the City, except for bonds issued or to be issued under the Bond Ordinance and, except for the encumbrance of the Bond Ordinance, is not otherwise encumbered. 7. At 1:00 p.m., Eastern time, on , 2009 (the "Closing Date"), or at such other time or on such earlier or later business day as shall have been mutually agreed upon by the City and the Underwriters, the City will deliver, or cause to be delivered, through the DTC FAST system to the Underwriters the Series 2009 Bonds, in fully registered book entry form, duly executed and authenticated, at a place in Miami, Florida to be mutually agreed upon by the City and the Underwriters. The City will deliver, or cause to be delivered, to the Underwriters at such time and on such date and at a place to be mutually agreed upon by the City and the Underwriters, the closing -7- documents as provided and described in Section 8 of this Purchase Contract. Upon compliance with all the terms and provisions and subject to the conditions hereof, the Underwriters will accept such delivery and pay the purchase price of the Series 2009 Bonds as set forth in Section 2, in immediately available funds to the order of the City; such delivery and payment is herein called the "Closing." The Series 2009 Bonds will be delivered in book -entry -only form and registered in the name of Cede & Co. 8. The Underwriters have entered into this Purchase Contract in reliance upon the representations, warranties, covenants and agreements of the City contained herein and to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the City of its obligations hereunder, both as of the date hereof and as of the date of Closing. Accordingly, the obligation of the Underwriters under this Purchase Contract to purchase and pay for the Series 2009 Bonds shall be subject (i) to the performance by the City of the obligations to be performed at or prior to Closing, (ii) to the accuracy in all material respects of such representations, warranties, covenants and agreements of the City as of the date hereof and as of the date of Closing and (iii) to the following conditions: A. At the time of the Closing, the Disclosure Agreement shall have been duly executed and delivered by the respective parties thereto in substantially the same form as have been previously delivered to the Underwriters on the date hereof, shall be in full force and effect and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Underwriters; the Purchase Contract and the Bond Ordinance shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters; and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to in writing by the Underwriters. B. At the time of the Closing, all required official action of the City relating to the authorization, sale and issuance of the Series 2009 Bonds and the transactions contemplated thereby and hereby required to be taken by the City on or prior to the date thereof shall be in full force and effect and shall not have been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters. C. At the time of the Closing, the Series 2009 Bonds shall have been duly executed and authenticated in accordance with the provisions of the Bond Ordinance. D. At the time of the Closing, the Series 2009 Bonds will be rated " " by Moody's Investors Service and " " by Fitch Ratings. E. At the time of the Closing, there shall not have occurred any change or any development involving a prospective change, in (i) the condition, financial or otherwise, or the earnings or operations, of the Department, (ii) the status of construction, required permits and approvals, and arrangements for financing for any portion of the Series 2009 Project, or (iii) the revenues to be derived from the Parking System, in each case from that set forth in the Official Statement that, in the judgment of the Representative, is material and adverse -8- and that makes it, in the judgment of the Representative, impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2009 Bonds on the terms and in the manner contemplated in the Official Statement. F. At or prior to the Closing, the Underwriters shall receive the following documents, all in form reasonably acceptable to the Underwriters: (i) The Official Statement of the City executed by the Chairman and the City Manager; (ii) A copy of the Bond Ordinance, certified as of the date of the Closing by the City Clerk as having been duly enacted by the City Commission and as being in full force and effect and not having been amended, modified or supplemented, except as may have been agreed to in writing by the Underwriters; (iii) The approving opinion of Squire Sanders & Dempsey, LLP, Miami, Florida, Bond Counsel, dated the date of the Closing substantially in the form attached as Appendix D to the Official Statement addressed (or a separate "reliance letter" addressed) to the City and the Underwriters; (iv) The supplemental opinion of Squire Sanders & Dempsey, LLP, Miami, Florida, Bond Counsel, dated the date of the Closing substantially in the form of Exhibit C attached hereto; (v) The opinion of Julie 0. Bru, Esq., City Attorney, dated the date of the Closing, substantially in the form of Exhibit D attached hereto; (vi) An opinion of Bryant, Miller and Olive, P.A., Miami, Florida, Disclosure Counsel, addressed to the City and the Underwriters, and dated the date of Closing, to the effect that (A) with respect to the information in the Official Statement and based upon said firms' participation in the preparation and review of the Official Statement as special disclosure counsel and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, nothing has come to the attention of said firm that would cause it to believe that the Official Statement (except for the financial and statistical data contained therein and information relating to the book -entry -only registration system, as to which no opinion need be expressed) contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and (B) the Disclosure Agreement satisfies the requirements under Rule 15c2-12 for an undertaking to provide certain annual financial information and event notices to various repositories as required by such Rule. In (vii) an opinion of Broad and Cassel, Orlando, Florida counsel to the Underwriters, dated the date of the Closing, in form and substance satisfactory to the Underwriters. (viii) A certificate dated the date of Closing of the City Manager and Chairman to the effect that: (a) as of such date, except as disclosed in the Official Statement, no litigation is pending or, to their knowledge, threatened in any court (1) challenging the creation, organization or existence of the City, or (2) seeking to restrain or enjoin the issuance or delivery of any of the Series 2009 Bonds, or the collection of revenues or other moneys pledged to pay the principal of and interest on the Series 2009 Bonds, or in any way contesting or affecting the validity of the Series 2009 Bonds, the Bond Ordinance or the pledge of the Net Revenues of the Parking System, or contesting the powers of the City to issue the Series 2009 Bonds, to enact the Bond Ordinance, or (3) in any way contesting or affecting the validity of this Purchase Contract, the Disclosure Agreement or the Bond Ordinance; provided, the Underwriters may in their sole discretion accept the opinion of the City Attorney in lieu of the certifications required by clauses (1), (2) and (3), in each case, acceptable in form and substance satisfactory to the Underwriters, that in the opinion of the Underwriters, all issues raised in any related or threatened litigation are without substance or the contentions of any plaintiffs therein are without merit; and (b) (1) the representations, warranties, covenants and agreements of the City and the Department contained herein are true and correct in all material respects on and as of the date of the Closing as if made on the date of the Closing; and (2) no event affecting the City has occurred since the date of the Official Statement which has not been disclosed therein and which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which they were made, not misleading in any material respect; (ix) A copy of a transcript of all proceedings relating to the authorization, sale and issuance of the Series 2009 Bonds, including, among other documents, copies of the Bond Ordinance and this Purchase Contract; (x) An executed Disclosure Agreement of the City, substantially in the form provided therefor in Appendix E to the Official Statement and meeting the requirements of Section (b)(5) of SEC Rule 15c2-12; and (xi) Such additional legal opinions, certificates instruments and other documents as the Underwriters may reasonably request. m All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Purchase Contract shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Representative. 9. The Representative shall have the right to terminate, in its absolute discretion, the Underwriters' obligations under this Purchase Contract by notifying the City of its election to do so if, after the execution hereof and prior to the Closing the conditions described in Section 8 above are not satisfied or any of the following have occurred: A. Legislation enacted by the Congress or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement or pronouncement issued or made: (i) By or on behalf of the Treasury Department of the United States or the Internal Revenue Service or other governmental agency having jurisdiction over the subject matter, has or will have the purpose or effect, directly or indirectly, of imposing federal income taxation upon such revenues as would be received by the City or the Paying Agent or upon such interest as would be received by the owners of the Tax Exempt Bonds or which would have the effect of changing, directly or indirectly, the federal income tax consequences with respect to the owners of the Tax Exempt Bonds; or (ii) By or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Series 2009 Bonds, including any or all underlying security, are not exempt from registration under the Securities Act of 1933, as amended, or that the Bond Ordinance is not exempt from qualification under the Trust Indenture Act of 193 9, as amended, the effect of which, in the judgment of the Representative, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2009 Bonds on the terms and in the manner contemplated in the Official Statement. B. (i) the Constitution of the State of Florida shall be amended or an amendment shall be proposed, or (ii) legislation shall be enacted, or (iii) a decision shall have been rendered as to matters of Florida law, or (iv) any order, ruling or regulation shall have been issued or proposed by or on behalf of the State of Florida by an official, agency or department thereof, affecting the tax status of the City, its property or income, its notes or bonds (including the Series 2009 Bonds) or the interest thereon, which in the judgment of the Representative would make it impracticable or inadvisable to proceed with the offer, sale and -11- delivery of the Series 2009 Bonds on the terms and in the manner contemplated in the Official Statement; C. The occurrence of any new outbreak of hostilities or any national calamity or crisis, or any change in financial markets, or international calamity or crisis, including a financial crisis, or any escalation of activities involving the military forces of the United States, the effect of which, in the judgment of the Representative, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2009 Bonds on the terms and in the manner contemplated in the Official Statement (it being agreed to by the parties hereto that no such hostilities, calamity or crisis was occurring as of the date hereof which had a material effect upon the marketability of the Series 2009 Bonds); D. The declaration of a general banking moratorium by federal, New York or Florida authorities, or the general suspension of or material limitation on trading on the New York Stock Exchange; E. The imposition by the New York Stock Exchange or any governmental authority of any material restrictions not now in force with respect to the Series 2009 Bonds or obligations of the general character of the Series 2009 Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, underwriters; F. An order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Series 2009 Bonds or the issuance, offering or sale of the Series 2009 Bonds, including any underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; G. The President of the United States, the Office of Management and Budget, the Department of Treasury, the Internal Revenue Service or any other governmental body, department, agency or commission of the United States or the State of Florida shall take or propose to take any action or implement or propose regulations, rules or legislation which, in the reasonable judgment of the Representative, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2009 Bonds on the terms and in the manner contemplated in the Oficial Statement or causes the Official Statement to contain an untrue statement of a material fact or to omit to state a material fact which is necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading in any material respect; H. Any executive order shall be announced, or any legislation, ordinance, rule or regulation shall be proposed by or introduced in, or be enacted by any governmental body, department, agency or commission of the United States or any state having jurisdiction over the subject matter, or a decision by any court of competent jurisdiction shall be rendered -12- which, in the reasonable judgment of the Representative, would make it impracticable or inadvisable to proceed with the offer, sale or delivery of the Series 2009 Bonds on the terms and in the manner contemplated in the Official Statement or causes the Official Statement to be misleading in any material respect; I. Any event occurring, or information becoming known which, in the reasonable judgment of the Representative, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; J. Any fact or event shall exist or have existed that, in the Representative's judgment, requires or has required an amendment of or supplement to the Official Statement; K. There shall have occurred, after the signing hereof, either a financial crisis or a default with respect to the debt obligations of the City or the Department or proceedings under the bankruptcy laws of the United States or the State of Florida shall have been instituted by the City or the Department, in either case the effect of which, in the reasonable judgment of the Representative, is such as to materially and adversely affect the market price or the marketability of the Series 2009 Bonds or the ability of the Underwriters to enforce contracts of the sale of the Series 2009 Bonds; L. There shall have occurred (i) any downgrading, or (ii) any notice shall have been given of (a) any intended or potential downgrading or (b) any review or possible change that does not indicate the direction of a possible change, in the rating to be accorded the Series 2009 Bonds by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act of 1933, as amended; or M. The purchase of and payment for the Series 2009 Bonds by the Underwriters, or the resale of the Series 2009 Bonds by the Underwriters, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission. If the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and the Underwriters shall be under no further obligation hereunder, except as set forth in Section 10 hereof. 10. From Series 2009 Bond proceeds, the City will pay all costs of issuance of the Series 2009 Bonds including, but not limited to (a) the cost of preparation, posting, printing and delivery of the Official Statement, including the number of copies the Representative deems reasonable; (b) any cost of preparation of the Series 2009 Bonds; (c) the fees and disbursements of Bond Counsel and Disclosure Counsel; (d) the fees and disbursements of any accountants, consultants, financial advisors or additional legal counsel retained in connection with the issuance of the Series 2009 SACS Bonds; (e) fees for Bond ratings and credit enhancement, if any; (f) the expenses of travel, meals, and lodging for City representatives to attend conferences with the rating agencies, investor meetings, and pricing meetings relating to the issuance of the Series 2009 Bonds; (g) all advertising expenses in connection with the public offering of the Series 2009 Bonds; (h) CUSIP Service Bureau charges; and (i) all out-of-pocket and computer costs associated with the issuance of the Series 2009 Bonds. The Underwriters shall pay (i) the costs of preparation and printing of this Purchase Contract and the Blue Sky Survey, if any; (ii) all advertising expenses in connection with the public offering of the Series 2009 Bonds; and (iii) all other expenses incurred by them in connection with the public offering of the Series 2009 Bonds, including the fees and disbursements of Counsel to the Underwriters. If this Purchase Contract shall be terminated by the Representative because of any failure or refusal on the part of the City to comply with the terms or to fulfill any of the conditions of this Purchase Contract, or if for any reason the City shall be unable to perform its obligations under this Purchase Contract, the City will reimburse the Representative for all out-of-pocket expenses (including the fees and disbursements of their counsel) reasonably incurred by the Representative in connection with this Purchase Contract or the offering contemplated hereunder. 11. FOR DISCUSSION [The City agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls the Underwriters within the meaning of either Section 15 of the Securities Act of 1933, as amended (the "Securities Act"), or Section 20 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and against any and all losses, claims, damages and liabilities caused by any untrue statement or alleged untrue statement of a material fact contained in the Official Statement or the Preliminary Official Statement, or caused by any omission or alleged omission to state therein a material fact or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Underwriters furnished to the City in writing by the Underwriters expressly for use therein. The Underwriters agree, jointly and severally, to indemnify and hold harmless the City, its directors and its officers, but only with reference to information relating to the Underwriters furnished to the City in writing by the Underwriters expressly for use in the Official Statement, or any amendment or supplement thereto, or the Preliminary Official Statement. If the indemnification provided for in the first or second paragraphs of this Section 11 is unavailable to an indemnified party in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the City and the Underwriters from the offering of the Series 2009 Bonds or (ii) if the allocation provided by -14- clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the City and of the Underwriters in connection with the statements or omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the City and the Underwriters shall be deemed to be in the same respective proportions as the net proceeds from the offering (before deducting expenses) received by the City and the total underwriting discounts and commissions received by the Underwriters, bear to the aggregate public offering price of the Series 2009 Bonds. The relative fault of the City and the Underwriters shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the City or by the Underwriters and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.] 12. Any notice or other communication to be given to the City under this Purchase Contract may be given by delivering the same in writing in person or by certified or registered mail, return receipt requested, at its address set forth above, addressed Attention: Finance Director, cc: Finance Director of the Department. Any notice or other communication to be given to the Underwriters under this Purchase Contract may be given by delivering the same in person, or by certified or registered mail, return receipt requested, to Merrill Lynch, Pierce Fenner & Smith Incorporated, 300 South Orange Avenue, Suite 800, Orlando, Florida 32801, Attention: Rawn N. Williams. All notices or communications hereunder by any parry shall be given and served upon each other parry. 13. The City acknowledges that in connection with the offering of the Series 2009 Bonds: (a) the Representative has acted at arm's length, is not an agent of, and owes no fiduciary duties to, the City or any other person, (b) the Representative owes the City only those duties and obligations set forth in this Purchase Contract and (c) the Representative may have interests that differ from those of the City. The City waives to the full extent permitted by applicable law any claims it may have against the Representative arising from an alleged breach of fiduciary duty in connection with the offering of the Series 2009 Bonds. 14. This Purchase Contract shall constitute the entire agreement between the City and the Underwriters and is made solely for the benefit of the City, the Department and the Underwriters. No other person shall acquire or have any rights hereunder or by virtue hereof. All representations, warranties, covenants and agreements of the City in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriters, and (b) the delivery of any payment for the Series 2009 Bonds hereunder. This Purchase Contract may not be assigned by the City or the Underwriters. 15. This Purchase Contract may be amended only by an agreement in writing between the City and the Underwriters. 16. The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of Florida. -15- 17. This Purchase Contract shall become effective upon the acceptance hereof by the City and shall be valid and enforceable at the time of such acceptance. 18. The parties hereto submit to the jurisdiction of Florida courts, and federal courts located in Florida. The parties agree that venue for any suit concerning this Agreement shall be in Miami, Florida. 19. If any provision of this Purchase Contract shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Purchase Contract invalid, inoperative or unenforceable to any extent whatever. 20. No waiver by any parry of any provision of this Purchase Contract shall be deemed a waiver by such party of such provision in any other instance or a waiver of any other provision of this Purchase Contract in any instance. This Purchase Contract cannot be modified except in writing signed by the parry to be charged. 21. All references to monetary amounts in the Purchase Contract, and all payments required to be made hereunder or with respect to this Purchase Contract, refer to and shall be made in United States dollars. 22. This Purchase Contract may be executed in any number of counterparts, each of which so executed and delivered shall constitute an original and all together shall constitute but one and the same instrument. [Signatures on following pages] Im [Signature page for Underwriter Representative to Purchase Contract relating to The City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009, and Parking System Revenue [and Revenue] Refunding Bonds, Taxable Series 2009] Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Representative of the Underwriters Rawn N. Williams Director -17- [Signature page for Underwriter Representative to Purchase Contract relating to The City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009, and Parking System Revenue [and Revenue] Refunding Bonds, Taxable Series 2009] Accepted this day of , 2009 by and on behalf of the City of Miami, Florida, pursuant to the provisions of the Bond Ordinance. ATTEST: to Priscilla A. Thompson, City Clerk Approved as to Form and Correctness: IC Julie 0. Bru, City Attorney Approved as to Insurance Requirements: LeeAnn Brehm Risk Management Director -18- THE CITY OF MIAMI, FLORIDA, a municipal corporation go Pedro G. Hernandez, City Manager DEPARTMENT OF OFF-STREET PARKING OF THE CITY OF MIAMI Chief Executive officer EXHIBIT A CITY OF MIAMI, FLORIDA Parking System Revenue and Revenue Parking System [Revenue and] Revenue Refunding Bonds, Tax -Exempt Series 2009 Refunding Bonds, Taxable Series 2009 TERMS OF SERIES 2009 BONDS TAX-EXEMPT BONDS Maturity Date (January 1) Principal Amount Interest Rate Yield Price TAXABLE BONDS Maturity Date (January 1) Principal Amount Interest Rate Yield Price -1- Maturity Date (January 11 Principal Amount Interest Rate Yield Price -2- Optional Redemption The Series 2009 Bonds maturing on and after , 2019 are subject to optional redemption and payment at any time, at the option of the City, as a whole or in part at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date. The City may select amounts and maturities or portions of maturities of Series 2009 Bonds for optional redemption at the City's sole discretion, except that any redemption of Term Bonds will reduce pro rata any remaining sinking fund redemption amounts of the Term Bonds remaining outstanding. Mandatory Sinking Fund Redemption — Tax -Exempt Bonds The Tax -Exempt Bonds maturing on October 1, shall be subject to mandatory sinking fund redemption by the City on each October 1 of the years specified below, in the amounts of the Sinking Fund Requirement set forth below at a redemption price of 100% of the principal amount thereof. Sinking Fund Sinking Fund Year Requirement Year Requirement *Maturity Mandatory Sinking Fund Redemption — Taxable Bonds The Taxable Bonds maturing on October 1, shall be subject to mandatory sinking fund redemption by the City on each October 1 of the years specified below, in the amounts of the Sinking Fund Requirement set forth below at a redemption price of 100% of the principal amount thereof. Sinking Fund Sinking Fund Year Requirement Year Requirement However, the principal amount of the Series 2009 Bonds required to be redeemed on each such Sinking Fund Date shall be reduced by the principal amount of the Series 2009 Bonds specified by the City at least 45 days prior to the redemption date that have been either (i) purchased by or on behalf of the City and delivered to the Bond Registrar for cancellation, or (ii) redeemed other than through the operation of the provisions of this paragraph, and that have not been previously made the basis for a reduction of the principal amount of the Series 2009 Bonds to be redeemed on a sinking fund redemption date. -3- Extraordinary Optional Redemption The Series 2009 Bonds are subject to extraordinary optional redemption as a whole or in part at any time upon payment of 100% of the principal amount of the Series 2009 Bonds to be redeemed, plus interest accrued to the redemption date, if the Department exercises its option to redeem the Series 2009 Bonds from insurance and eminent domain proceeds pursuant to the Bond Ordinance. -4- EXHIBIT B CITY OF MIAMI, FLORIDA S $ Parking System Revenue and Revenue Parking System [Revenue and] Revenue Refunding Bonds, Tax -Exempt Series 2009 Refunding Bonds, Taxable Series 2009 DISCLOSURE STATEMENT 2009 The City Commissioners of The City of Miami, Florida Miami, Florida 33133 Ladies and Gentlemen: In connection with the proposed issuance by the City of Miami, Florida (the "City") of the principal amount of the bonds referred to above (the "Series 2009 Bonds"), Merrill Lynch, Pierce Fenner & Smith Incorporated, J.P. Morgan Securities, Inc., RBC Capital Markets Corporation, Raymond James & Associates, Inc. and Goldman Sachs & Co. (collectively, the "Underwriters"), have agreed to underwrite a public offering of the Series 2009 Bonds. Arrangements for underwriting the Series 2009 Bonds will include a Purchase Contract between the City and the Underwriters, which will embody the negotiations in respect thereof. The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6), Florida Statutes, certain information in respect of the arrangement contemplated for the underwriting of the Series 2009 Bonds, as follows: (a) The nature and estimated amount of expenses to be incurred by the Underwriters in connection with the purchase and reoffering of the Series 2009 Bonds are set forth on Schedule B-1 attached hereto. (b) No person has entered into an understanding with the Underwriters for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Underwriters or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Series 2009 Bonds. (c) The amount of underwriting spread expected to be realized is as follows: Per $1,000 Bond Dollar Amount Takedown Management Fee Underwriters' Expenses Total Underwriting Spread (d) No other fee, bonus or other compensation has or will be paid by the Underwriters in connection with the issuance of the Series 2009 Bonds to any person not regularly employed or retained by the Underwriters (including any "finder," as defined in Section 218.386(1)(a), Florida Statutes), except as specifically enumerated as expenses to be incurred and paid by the Underwriters, as set forth in Schedule B-1. (e) The names and addresses of the Underwriters are: Merrill Lynch, Pierce Fenner & Smith Incorporated 300 South Orange Avenue, Suite 800 Orlando, Florida 32801 J.P. Morgan Securities, Inc. 420 South Orange Avenue, Suite 270 Orlando, FL 32801 RBC Capital Markets Corporation 4400 PGA Blvd., Suite 501 Palm Beach, FL 33410 Raymond James & Associates, Inc. 880 Carillon Parkway Tower 3, 3`d Floor St. Petersburg, Florida 33716 Goldman Sachs & Co. 85 Broad Street, 24`h Floor New York, NY 1004-2434 IN WITNESS WHEREOF, the undersigned has executed this Disclosure Statement this _ day of , 2009. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, on behalf of itself and as Representative of the Underwriters Rawn N. Williams Director spa SCHEDULE B-1 UNDERWRITERS' EXPENSES S/1000 Amount Underwriter's Counsel Fee SIFMA Fee Dalcomp Bookrunning CUSIP Fee Day Loan DTC Fee I -Deal Wire Charge I -Deal EOE Fee Out -of -Pocket Total: EXHIBIT C [Form of Supplemental Bond Counsel Opinion] (LETTERHEAD OF BOND COUNSEL) 2009 Merrill Lynch, Pierce Fenner & Smith Incorporated and Participating Underwriters Orlando, Florida Re: $ City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009, and $ Parking System Revenue [and Revenue] Refunding Bonds, Taxable Series 2009 Ladies and Gentlemen: We have acted as Bond Counsel in connection with the issuance of the above -captioned bonds (the "Series 2009 Bonds") and related transactions. This opinion is furnished pursuant to Section 8.F(iv) of the Purchase Contract dated , 2009 (the "Purchase Contract") among the City of Miami, Florida (the "City"), Merrill Lynch, Pierce Fenner & Smith Incorporated and the Participating Underwriters named therein (collectively, the "Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Contract. We have examined such documents and instruments as we deemed necessary to render the opinions set forth herein. It is our opinion that: 1. The Bond Ordinance has been duly enacted by the City and the Bond Ordinance authorizes (i) the execution and delivery of the Disclosure Agreement, (ii) the execution, delivery and distribution of the Official Statement and (iii) the taking of any and all such action as may be required by the City to carry out, give effect and consummate the transactions contemplated by the aforementioned agreements and instruments. 2. The information and statements in the Official Statement under the headings "INTRODUCTION" (except for the third paragraph thereunder, as to which no view is hereby expressed), "DESCRIPTION OF THE SERIES 2009 BONDS" (except the subsection therein entitled "Book -Entry Only System"), "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2009 BONDS," " TAX MATTERS," "CONTINUING DISCLOSURE," "APPENDIX C — COMPOSITE 1998 BOND ORDINANCE AND COPY OF THE SERIES ORDINANCE" and "APPENDIX D — PROPOSED FORM OF OPINION OF BOND COUNSEL," and insofar as such information and statements constitute summaries of, the Bond Ordinance, the Disclosure Agreement, the Series 2009 Bonds or the statutory provisions of state and federal law purported to be summarized therein, excluding any financial, statistical or demographic information therein, or exhibit or attachment therein, constitute fair and accurate statements or summaries of such matters and fairly present the information they purport to show. Other than as set forth above, we express no opinion with respect to the accuracy, completeness, fairness or sufficiency of the Official Statement. 3. The Series 2009 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended and the Bond Ordinance is exempt from qualification under the Trust Indenture Act of 1939, as amended. This opinion is supplemental to our approving opinion dated as of the date hereof with respect to the Series 2009 Bonds. You may rely on our approving opinion as if it were addressed to you. Respectfully Submitted, -2- EXHIBIT D [Form of City Attorney's Opinion] (LETTERHEAD OF CITY ATTORNEY'S OFFICE) 2009 The Honorable Mayor and Members of the City Commission of the City of Miami Miami, Florida Merrill Lynch, Pierce Fenner & Smith Incorporated and Participating Underwriters Orlando, Florida Re: $ City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009, and $ Parking System Revenue [and Revenue] Refunding Bonds, Taxable Series 2009 Ladies and Gentlemen: I am City Attorney for the City of Miami, Florida (the "City") and have served in such capacity in connection with the issuance by the City of its $ City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009, and $ Parking System Revenue [and Revenue] Refunding Bonds, Taxable Series 2009 (collectively, the "Series 2009 Bonds") and related transactions. This opinion is furnished pursuant to the Purchase Contract dated 2009 relating to the Series 2009 Bonds (the "Purchase Contract") among the City, Merrill Lynch, Pierce Fenner & Smith Incorporated and the Participating Underwriters named therein (Merrill Lynch, Pierce Fenner & Smith Incorporated and said Participating Underwriters are referred to collectively as the "Underwriters"). All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Purchase Contract. The Office of the City Attorney has examined such documents and instruments as we deemed necessary to render the requested opinion. Based upon examination of such documents and matters of law as the Office of the City Attorney has determined relevant for the purposes of rendering this opinion, and subject to the reservations set forth herein, I am of the opinion that: 1. The City is a municipal corporation of the State of Florida duly organized and validly existing under its Charter, the Constitution and laws of the State of Florida. 2. The City has and had, as the case may be, full legal right, power and authority to (a) pledge the Net Revenues of the Parking System of the City in the manner described in the Official Statement; (b) issue the Series 2009 Bonds for the purposes of financing the cost of certain public parking improvement within the City, in the manner contemplated by the Bond Ordinance and the Official Statement; (c) secure the Series 2009 Bonds in the manner contemplated by the Official Statement and the Bond Ordinance; (d) execute and deliver the Purchase Contract, the Trustee, Paying Agent and Registrar Agreement, and the Disclosure Agreement; (e) deliver the Series 2009 Bonds to the Underwriters as provided in the Purchase Contract; and (fJ carry out and consummate all other transactions contemplated by the aforesaid agreements and instruments, and the City has complied with all provisions of applicable law in all matters relating to such transactions required to be followed on or prior to the date hereof. 3. The City has duly enacted the Bond Ordinance and has duly, authorized or ratified, as the case may be (a) the execution, delivery and performance of the Purchase Contract, the Disclosure Agreement, the Trustee, Paying Agent and Registrar Agreement (collectively, the "Financing Documents"), and the Series 2009 Bonds, (b) the delivery and distribution of the Preliminary Official Statement and the Official Statement, as well as the execution of the Official Statement, and (c) the taking of any and all such action as may be required on the part of the City to carry out, give effect to and consummate the' transactions contemplated by the aforesaid agreements and instruments. 4. The Financing Documents have each been duly authorized, executed and delivered by the City and each of such documents constitutes legal, valid and binding obligations of the City enforceable in accordance with its respective terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, moratorium or other laws affecting creditors' rights generally or by general principles of equity. 5. All approvals, consents and orders of and filings with any governmental authority or agency which would constitute a condition precedent to the issuance of the Series 2009 Bonds or to the execution and delivery of or the performance by the City of its obligations under the Financing Documents have been obtained or made and any consents, approvals and orders so received or filings so made are in full force and effect; provided, however, that no representation is made concerning compliance with the federal securities laws or the securities or blue sky laws of the various states. 6. The authorization, execution, delivery and performance of the Financing Documents and any other agreement or instrument to which the City is a party, used or contemplated for use in the consummation of the transactions contemplated by the Official Statement or the Financing Documents and compliance with the provisions of each such instrument, do not and will not conflict with, or constitute or result in a material violation or material breach of or a default under, the Constitution of the State of Florida, or any existing law, administrative regulation, rule, decree or order, state or federal, or, a material provision of any agreement, indenture, mortgage, lease, note or other agreement or instrument to which the City or its properties or any of the officers of the City as such is subject. 7. Except as described in the Official Statement, no litigation or other proceedings are pending, or to my knowledge threatened, before or by any court, government agency, public board or body for which the City has received notice (a) restraining or enjoining, or seeking to restrain or enjoin, the authorization, sale, execution, or delivery of any of the Series 2009 Bonds, or (b) in any way questioning or affecting the validity of any provision of the Financing Documents, or (c) in any way questioning or affecting the validity of any of the proceedings or authority for the authorization, sale, execution or delivery of the Series 2009 Bonds, or of any provision, program or transactions made or authorized for their payment, or (d) questioning or -2- affecting the organization or existence of the City or the title of any of its officers to their respective offices, or (e) questioning or affecting the power or authority of the City to fund the Project, or (f) questioning or affecting the power of the City to fix, revise and collect the moneys and revenues pledged to the payment of the Series 2009 Bonds. 8. The statements contained in the Official Statement under the headings "INTRODUCTION," "THE PROJECT," "PLAN OF FINANCE," "ESTIMATED SOURCES AND USES OF FUNDS," "SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2009 BONDS," "MANAGEMENT DISCUSSION OF BUDGET AND FINANCES," "THE PARKING SYSTEM," "ESTIMATED DEBT SERVICE SCHEDULE," "THE CITY OF MIAMI," "THE DEPARTMENT AND THE BOARD," "LITIGATION," "DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS," "RATINGS," "AUDITED FINANCIAL STATEMENTS," "CONTINGENT FEES," and "APPENDIX B GENERAL INFORMATION REGARDING THE DEPARTMENT OF OFF STREET PARKING; THE CITY OF MIAMI, FLORIDA; AND MIAMI-DADE COUNTY, FLORIDA" (excluding any financial, statistical or demographic information therein) constitute fair and accurate descriptions of the legal matters, agreements and ordinances relating to the City which are referred to therein. 9. With respect to the information contained in the Official Statement and based upon my review of the Official Statement as City Attorney and without having undertaken to determine independently the accuracy or completeness of the contents of the Official Statement, I have no reason to believe that the information contained in the Official Statement relating to legal matters affecting the City contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. All opinions as to the enforceability of the legal obligations of the City set forth herein are subject to and limited by bankruptcy, insolvency, reorganization, moratorium, and similar laws in each case relating to or affecting the enforcement of creditors' rights generally, and subject to the enforceability thereof, to the exercise of judicial discretion in accordance with the general principles of equity. I am qualified to practice law in the State of Florida and for the purpose of this opinion, I do not purport to be an expert on, or to express an opinion herein concerning, the laws of any other jurisdiction (including any such laws which may be applicable by virtue of the application of the choice of law provisions under Florida law) except the laws of the United States to the extent set forth herein. No one, other than the addressees named above, is entitled to rely upon the statements made, and conclusions expressed, within this opinion. Very truly yours, Julie 0. Bru, Esq. City Attorney -3- EXHIBIT D TRUSTEE, PAYING AGENT AND REGISTRAR AGREEMENT D-1 TRUSTEE, PAYING AGENT AND REGISTRAR AGREEMENT THIS PAYING AGENT AND REGISTRAR AGREEMENT (the "Agreement") is entered into as of the 1St day of November, 2009, by and between the CITY OF MIAMI, FLORIDA (the "City"), and TD BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America having its designated corporate trust office in Jacksonville, Florida (the "Bank"). WITNESSETH: WHEREAS, the City has determined to issue S in aggregate principal amount of its City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009 and Parking System Revenue and Revenue Refunding Bonds, Taxable Series 2009 (collectively, the "Series 2009 Bonds"), pursuant to the provisions of Ordinance No. 11693 enacted by the City Commission of the City (the "City Commission") on August 14, 1998, as amended and supplemented and as particularly supplemented by Ordinance No. — enacted on October _, 2009 (collectively, the "Bond Ordinance"); and WHEREAS, the City represents that all things necessary to make the Series 2009 Bonds the valid obligations of the City, in accordance with their terms, will be taken upon the issuance and delivery thereof, and WHEREAS, the City desires that the Bank act as Trustee with respect to the Series 2009 Bonds and that the Bank establish the appropriate funds and accounts established under the Bond Ordinance; and WHEREAS, the City desires that the Bank act as the Paying Agent of the City in paying the principal of and interest on the Series 2009 Bonds, in accordance with the terms thereof, and that the Bank act as the Bond Registrar for the Series 2009 Bonds; and WHEREAS, the Bank has represented that it is duly qualified to perform the duties described herein as Trustee, Paying Agent and Bond Registrar; and WHEREAS, the City and the Bank each have duly authorized the execution and delivery of this Agreement; and all things necessary to make this Agreement the valid agreement of the City and the Bank, in accordance with its terms, have been done; NOW, THEREFORE, for and in consideration of the premises and the covenants herein contained, the City and the Bank hereby agree as follows: ARTICLE I APPOINTMENT OF BANK AS TRUSTEE, PAYING AGENT AND REGISTRAR SECTION 1.01. Appointment. The City hereby appoints the Bank to act as Trustee and Paying Agent with respect to the Series 2009 Bonds, to hold the funds and accounts as established and in accordance with the Bond Ordinance, to pay to the Bondholders of the Series 2009 Bonds the principal of and interest on all or any of the Series 2009 Bonds as the same shall become due and payable. The City hereby appoints the Bank as Bond Registrar with respect to the Series 2009 Bonds. The Bank hereby accepts its appointment, and agrees to act as the Trustee, the Paying Agent and the Bond Registrar for the Series 2009 Bonds, and as such, to perform the functions of Trustee, Paying Agent and Bond Registrar, as described herein and in the Bond Ordinance, and in the event of conflict, the terins of the Bond Ordinance shall govern. SECTION 1.02. Compensation. As compensation for the Bank's services as Paying Agent and Bond Registrar, the City hereby agrees to pay the Bank the fees and amounts set forth in Exhibit A hereto. In addition, the City agrees to reimburse the Bank upon its request for all reasonable expenses, disbursements, and advances incurred or made by the Bank in accordance with any of the provisions hereof. Such fees and expenses shall be paid to the Bank as billed. ARTICLE II DEFINITIONS SECTION 2.01. Definitions. For all purposes of this Agreement, except as otherwise expressly provided, or unless the context otherwise requires: "Authorized Representative" shall mean an authorized representative of the Department, as designated by the City Corrunission from time to time and shall initially include the Director, Chairman and the Director of Finance. "Bond Fund" shall mean the Miami Parking System Bond Fund created under the Bond Ordinance and the Accounts and Subaccounts created therein to be held by the Bank as Trustee. "Bondholder" shall mean a Person in whose name a Series 2009 Bond is registered in the Bond Register. 2 "Bond Register" shall mean the registration books maintained by the Bond Registrar for the Series 2009 Bonds. "Person" shall mean any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision of a government. "Predecessor Bonds" of any particular Series 2009 Bond shall mean every previous Series 2009 Bond evidencing all or a portion of the same obligation as that evidenced by such particular Series 2009 Bond (for the purposes of this definition, any Series 2009 Bond registered and delivered under the provisions of the Bond Ordinance in lieu of a mutilated, lost, destroyed, or stolen Series 2009 Bond shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Series 2009 Bond). "Record Date" shall mean the fifteenth day (whether or not a business day) of the month next preceding the applicable interest payment date. "Responsible Officer" when used with respect to the Bank shall mean the President, any Vice President, any Trust Officer, Assistant Trust Officer or Client Service Officer, or any other officer of the Bank customarily performing functions similar to those perfonned by any of the above designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of or familiarity with the particular subject. "Stated Maturity" shall mean the date specified as the fixed date on which the principal of a Series 2009 Bond is due and payable. SECTION 2.02. Other Definitions. The terms "Bank", "City", "Bond Ordinance" and "Series 2009 Bonds" have the meaning assigned to them in the opening paragraph of this Agreement or in the preamble hereto. The terms "Trustee," "Paying Agent" and `Bond Registrar" refer to the Bank when it is performing the respective functions associated with such terms in this Agreement. ARTICLE III THE SERIES 2009 BONDS SECTION 3.01. Forms Generally. The Series 2009 Bonds, the certificate of authentication and the assigrunent to be printed on each of the Series 2009 Bonds, shall be in the fonns set forth in the Bond Ordinance, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by the Bond Ordinance and approved by an Authorized Representative of the City. SECTION 3.02. Execution, Registration, Delivery, and Dating. The Series 2009 Bonds shall be executed on behalf of the City as directed by the Bond Ordinance. The signature of any of the officers of the City on the Series 2009 Bonds may be manual or facsimile. Series 2009 Bonds bearing the manual or facsimile signatures of individuals who were at the time the proper officers of the City shall bind the City, notwithstanding that such individuals or any of them shall cease to hold such offices prior to the certification of registration and delivery of the Series 2009 Bonds or shall not have held such offices at the date of the Series 2009 Bonds. At any time and from time to time after the execution and delivery of this Agreement, the Bondholder may deliver to the Bank for transfer or exchange Series 2009 Bonds accompanied by instructions designating the Persons, maturities, and principal amounts to and in which such Series 2009 Bonds are to be transferred, and the Bank shall thereupon, within not more than three (3) business days, register and deliver such Series 2009 Bonds as provided herein and in such instructions. Every Series 2009 Bond surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or his attorney duly authorized in writing. All Series 2009 Bonds registered and delivered by the Bank hereunder shall be dated as provided in the Bond Ordinance. No Series 2009 Bond shall be entitled to any right or benefit under this Agreement, or be valid or obligatory for any purpose, unless there appears on such Series 2009 Bond a certificate of authentication substantially in the fonn provided in the Bond Ordinance, executed by the Bank by manual signature, and such certificate upon any Series 2009 Bond shall be conclusive evidence, and the only evidence, that such Series 2009 Bond has been duly certified or registered and delivered. SECTION 3.03. Person Deemed 0-wners. The City, the Bank, and any agent of the City or the Bank may treat the Person in whose naive any Series 2009 Bond is registered as the owner of such Series 2009 Bond for the purpose of receiving payment of the principal of and interest on such Series 2009 Bond and for all other purposes whatsoever whether or not such Series 2009 Bond be overdue, and, to the extent pennitted by law, the City, the Bank, and any such agent shall not be affected by notice to the contrary. ARTICLE IV PAYING AGENT SECTION 4.01. Duties of Paying Agent. As Paying Agent the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the City, pay on the behalf of the City the principal of M the Series 2009 Bonds at their Stated Maturity to the Bondholder upon surtender of the Series 2009 Bonds to the Bank. As Paying Agent the Bank shall, provided adequate collected funds have been provided to it for such purpose by or on behalf of the City, pay on behalf of the City on the payment date the interest on the Series 2009 Bonds when due by computing the amount of interest to be paid each Bondholder and (i) preparing and mailing checks by first-class mail, postage prepaid, to the Bondholders of the Series 2009 Bonds (or their Predecessor Bonds) on the Record Date, addressed to their address appearing on the Bond Register; provided, however, that if ownership of the Series 2009 Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automated wire transfer to such securities depository or its nominee or (ii) wiring funds to the Bondholders who have requested payment by wire transfer in accordance with Section 5.02. of the Bond Ordinance, or (iii) utilizing such other customary banking arrangements to which the Bondholders and the Bank agree. The Bank expressly acknowledges its understanding and acceptance of its duties as Paying Agent in the Bond Ordinance. SECTION 4.02. Payment Dates. The City hereby instructs the Bank to pay the principal of and interest on the Series 2009 Bonds on the dates specified or provided for in the Bond Ordinance and other pertinent documents relating to the Series 2009 Bonds. ARTICLE V BOND REGISTRAR SECTION 5.01. Transfer and Exchanee. The City shall keep at the Bank a register (herein sometimes referred to as the "Bond Register"), which shall be maintained by the Bank, to provide for the registration of Series 2009 Bonds and transfers of the Series 2009 Bonds. The Bank is hereby appointed "Bond Registrar" for the purpose of registering Series 2009 Bonds and transfers of Series 2009 Bonds as herein provided. The Bank agrees to maintain the Bond Register while it is Bond Registrar. Upon surrender for transfer of any Series 2009 Bond at the corporate trust office of the Bank, the Bank shall, not more than three (3) business days after request and presentation, register and deliver, in the name of the designated transferee or transferees, one or more new fully registered Series 2009 Bonds of the same maturity, of any authorized denominations, and of a like aggregate principal amount. To the extent so provided with respect to the Series 2009 Bonds, at the option of the Bondholder, Series 2009 Bonds may be exchanged for other Series 2009 Bonds of the same maturity, of any authorized denominations, and of like aggregate principal amount, upon surrender of the Series 2009 Bonds to be exchanged at the corporate trust office of the Bank. Whenever any Series 2009 Bonds are to be surrendered for exchange, the City shall execute and the Bank shall authenticate, register and deliver, the Series 2009 Bonds which the Bondholder making the exchange is entitled to receive. All Series 2009 Bonds issued upon any transfer or exchange, after authentication by the Bank, shall be the valid obligations of the City, evidencing the same debt, and entitled to the same benefits hereunder and under the Bond Ordinance, as the Series 2009 Bonds surrendered upon such transfer or exchange. Every Series 2009 Bond surrendered for transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer, the signature on which has been guaranteed by an officer of a federal or state bank or a member of the National Association of Securities Dealers, in form satisfactory to the Bank, duly executed by the Bondholder thereof or his attorney duly authorized in writing, and shall be numbered in order of their authentication by the Bank. The Bond Registrar may request any supporting documentation necessary to effect a re - registration. No service charge shall be made to the Bondholder for any registration, transfer, or exchange of Series 2009 Bonds, but the City or the Bond Registrar may require payment of a sum sufficient to cover any tax, fee or other governmental charge that may be imposed in connection with any transfer or exchange of Series 2009 Bonds. SECTION 5.02. Certificates. In the event that the book -only entry system for the Series 2009 Bonds is terminated, the City shall provide an adequate inventory of unauthenticated Series 2009 Bond certificates to facilitate transfers. The Bank covenants that it will maintain any such Series 2009 Bond certificates in safekeeping and will use reasonable care in maintaining such Series 2009 Bonds in safekeeping, being not less than the care which it takes in connection with other governinents or corporations for which it serves as registrar, or which it maintains for its own securities. SECTION 5.03. Form of Bond Register. The Bank, as Bond Registrar, will maintain the record of the Bond Register in accordance with the Bank's general practices and procedures in effect from time to time. The Bank shall not be obligated to maintain such Bond Register in any fonn other than those which the Bank has currently available and currently utilizes at the tune. The Bond Register may be maintained in written form or in any other form capable of being converted into written form within a reasonable time. SECTION 5.04. List of Bondholders. The Bank will provide the City, at any time requested by the City, upon payment of any copying costs, a copy of the information contained in the Bond Register. The City may also inspect the Bond Register at any time the Bank is customarily open for business, provided that reasonable time is allowed the Bank to provide an up to date listing or to convert the information into written form. The Bank will not release or disclose the content of the Bond Register to any person other than to, or at the written request of, an Authorized Officer or employee of the City, except upon 0 receipt of a subpoena or court order. Upon receipt of a subpoena or court order the Bank will notify the City so that the City may contest a subpoena or court order. SECTION 5.05. Return of Cancelled Certificates. The Bank will surrender to the City, at such reasonable intervals as it detennines, certificates of destruction in lieu of which or in exchange for which other Series 2009 Bonds have been issued, or which have been paid. SECTION 5.06. Mutilated, Destroved, Lost, or Stolen Bonds. The City hereby instructs the Bank to authenticate and deliver Series 2009 Bonds in exchange for or in lieu of mutilated, destroyed, lost, or stolen Series 2009 Bonds as long as the same does not result in an over -issuance, all in conformance with the requirements of the Bond Ordinance. The Bank will authenticate and deliver a new Series 2009 Bond in exchange for a mutilated Series 2009 Bond surrendered to it. The Bank will issue a new Series 2009 Bond in lieu of a Series 2009 Bond for which it received written representation from the Bondholder that the certificate representing such Series 2009 Bond is destroyed, lost or stolen, without the surrender or production of the original certificate. The Bank will pay on behalf of the City the principal of a Series 2009 Bond for which it receives written representation that such Series 2009 Bond is destroyed, lost or stolen following the Stated Maturity of the Series 2009 Bond, without surrender or production of the original certificate. The Bank will not issue a replacement Series 2009 Bond or pay such replacement Series 2009 Bond unless there is delivered to the Bank such security or indemnity as it may require (which may be by the Bank's blanket bond) to save both the Bank and the City harmless. On satisfaction of the Bank and the City, the certificate number on the Series 2009 Bond will be cancelled with a notation on the Bond Register that it has been mutilated, destroyed, lost, or stolen, and a new Series 2009 Bond will be issued of the same series and of like tenor and principal amount bearing a number (according to the Bond Register) not contemporaneously outstanding. The Bank may charge the Bondholder the Bank's reasonable fees and expenses in connection with issuing a new Series 2009 Bond in lieu of or exchange for a mutilated, destroyed, lost or stolen Series 2009 Bond. SECTION 5.07. Suretv Bond. The City hereby accepts the Bank's current blanket bond for lost, stolen or destroyed certificates and any substantially similar future substitute blanket bond for lost, stolen or destroyed certificates that the Bank may arrange, and agrees that the coverage under any such blanket bond is acceptable to it and meets the City's requirements as to security or indemnity. The Bank need not notify the City of any changes in the bond or other company giving such bond, or the terms of any such bond. The blanket bond then utilized by the Bank for the purpose 7 of lost, stolen or destroyed certificates by the Bank is available for inspection by the City upon request. SECTION 5.08. Transaction Information to Cit-. The Bank will, within a reasonable time after receipt of a written request from the City, furnish the City information as to the Series 2009 Bonds it has paid pursuant to Section 4.01 hereof, Series 2009 Bonds it has delivered upon the transfer or exchange of any Series 2009 Bonds pursuant to Section 5.01 hereof, and Series 2009 Bonds it has delivered in exchange for or in lieu of mutilated, destroyed, lost or stolen Series 2009 Bonds pursuant to Section 5.06 hereof. ARTICLE VI THE BANK SECTION 6.01. Duties Of the Bank. The Bank undertakes to perform the duties of Trustee, Paying Agent and Bond Registrar as set forth herein and in the Bond Ordinance and agrees to use reasonable care in the performance thereof, and in the event of conflict with the Bond Ordinance and this Agreement, the teens of the Bond Ordinance shall govern. The Bank hereby agrees to use the funds deposited with it for deposit to the Bond Fund for payment of the principal of and interest on the Series 2009 Bonds, as provided in the Bond Ordinance, to pay the Series 2009 Bonds as the same shall become due and further agrees to establish and maintain the Bond Fund and all accounts and subaccounts as may be required for the Bank to function as Trustee and Paying Agent. SECTION 6.02. Reliance on Documents, Etc. (a) The Bank shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Bank was negligent in ascertaining the pertinent facts. (b) No provisions of this Agreement shall require the Bank to expend or risk its own funds or otherwise incur any financial liability for performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity satisfactory to it against such risks or liability is not assured to it. (c) The Bank may rely and shall be protected in acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Bank shall not be bound to make any investigation into the facts or matters stated in a resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, note, security or other paper or document supplied by the City. (d) The Bank may consult with counsel and the written advice of such counsel or any written opinion of counsel shall be full and complete authorization and protection with respect to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (e) The Bank may exercise any of its powers hereunder and perform any duties hereunder either directly or by or through agents or attorneys of the Bank. SECTION 6.03. Recitals of the City. The recitals contained herein, in the Bond Ordinance and in the Series 2009 Bonds shall be taken as the statements of the City and the Bank assumes no responsibility for their correctness. The Bank shall in no event be liable from its own funds to the City, any Bondholder or Bondholders of any Series 2009 Bond or any other Person for any amount due on any Series 2009 Bond. SECTION 6.04. Bank May Hold Series 2009 Bonds. The Bank, in its individual or any other capacity, may become the owner or pledgee of Series 2009 Bonds and may otherwise deal with the City with the same rights it would have if it were not the Paying Agent and Bond Registrar. SECTION 6.05. Moneys Held by Bank. Money held by the Bank in the Bond Fund and the accounts and subaccounts established therein shall be segregated from any other fluids of the Bank and the City, and such money shall be held in trust for the benefit of the Bondholders of the Series 2009 Bonds. Moneys held by the Bank as Trustee shall be held and disbursed in accordance with the provisions of the Bond Ordinance. Any money deposited with the Bank for the payment of the principal of or interest on any Series 2009 Bonds and remaining unclaimed three (3) years following the final maturity of the Series 2009 Bonds shall be paid by the Bank to the City, and the Bondholder of such Series 2009 Bonds shall thereafter look only to the City for payment thereof, and all liability of the Bank with respect to such moneys shall thereupon cease. SECTION 6.06. Bank Not Responsible for Series 2009 Bonds. The Bank shall not be accountable for the use of any Series 2009 Bonds or for the use or application of the proceeds thereof. SECTION 6.07, Interpleader. The City and the Bank agree that the Bank may seek adjudication of any adverse claim, demand, or controversy over its person as well as funds on deposit, waive personal service of any process and agree that service of process by certified or registered mail, return receipt requested, 0 to the addresses set forth in Section 7.03 hereof shall constitute adequate service. The City and the Bank further agree that the Bank has the right to file a Bill of Interpleader in any court of competent jurisdiction to determine the rights of any person claiming any interest herein. ARTICLE VII MISCELLANEOUS PROVISIONS SECTION 7.01. Amendment. This Agreement may be amended only by an agreement in writing signed by both of the parties hereto. SECTION 7.02. Assignment. This Agreement may not be assigned by either party without the prior written consent of the other. SECTION 7.03. Notices; Waiver. Any request, demand, authorization, direction, notice, consent, waiver, or other document provided or permitted hereby to be given or furnished to the City or the Bank shall be mailed first-class postage prepaid or hand delivered to the City or the Bank, respectively, at the addresses shown below: The City: City of Miami, Florida 444 S.W. 2nd Avenue, 10"' Floor Miami, Florida 33130 Attn: City Manager The Bank: Any notice to Bondholders provided by this Agreement of any event shall be sufficiently given if it is in writing and mailed, first-class postage -prepaid, to each Bondholder, at the address of such Bondholder as it appears in the Bond Register. In any case where notice to Bondholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Bondholder shall affect the sufficiency of such notice with respect to all other Bondholders. Where this Agreement provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Bondholders shall be filed with the Bank, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. 10 SECTION 7.04. Effect of Headings. The article and section headings herein are for convenience only and shall not affect the construction hereof. SECTION 7.05. Successors and Assigns. All covenants and agreements herein by the parties hereto shall bind their successors and assigns, whether so expressed or not. SECTION 7.06. Severabilitv. In case any provision herein shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby. SECTION 7.07. Benefits of Agreement. Nothing Herein, express or implied, shall give to any person, other than the Bondholders and the parties hereto and their successors hereunder, any benefit or any legal or equitable right, remedy or claim hereunder. SECTION 7.08. Entire Agreement. This Agreement and the Bond Ordinance constitute the entire agreement between the parties hereto relative to the Bank acting as Paying Agent and Bond Registrar, and if any conflict exists between this Agreement and the Bond Ordinance, the Bond Ordinance shall govern. SECTION 7.09. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same Agreement. SECTION 7.10. Termination. Subject to Article IX of the Bond Ordinance, this Agreement will tenninate on the date the Bank issues its check or wire transfer for the final payment of principal of, premium, if any, and interest on the Series 2009 Bonds. This Agreement may be earlier terminated with or without cause. Upon notice of such termination, the City reserves the right to appoint a successor Trustee, Paying Agent and Bond Registrar. The Bank shall deliver all records and any unclaimed fiends to the City or such successor without a right of set off for any fees, charges or expenses due to the Bank. However, the Bank is entitled to payment of all outstanding fees and expenses before delivering records to the City. In the event this Agreement is terminated by giving written notice, then the Bank agrees, upon request by the City, to give notice by first-class snail to all registered Bondholders of the name and address of the successor Paying Agent and Bond Registrar. Expenses for such notice shall be paid by the City. 11 SECTION 7.11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Florida. SECTION 7.12. Indemnification. To the extent pennitted by law, the City agrees to indemnify the Bank for, and to hold it harmless against, any loss, liability or expense incurred without negligence or willful misconduct on its part, arising out of or in connection with acceptance or administration of this Agreement, including the reasonable costs and expenses of defending itself against such claim or liability in connection with the exercise or perfonnance of any of its powers or duties hereunder. Notwithstanding any provision in this Agreement, the Bank's rights to immunities and protection from liability hereunder and its rights to payment of its fees, expenses and indeinnities shall survive the termination of this Agreement. [Signature Page to Follow] 12 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. APPROVED AS TO FORM AND CORRECTNESS City Attorney 13 CITY OF MIAMI, FLORIDA ME City Manager DEPARTMENT OF OFF-STREET PARKING I'm Chief Executive Officer APPROVED AS TO INSURANCE REQUIREMENTS: go Risk Management Director TD BANK, NATIONAL ASSOCIATION as Trustee, Paying Agent and Bond Registrar In EXHIBIT A Schedule of Paying Agent and Bond Registrar Fees 1. Trustee, Paying Agent and Bond Registrar Fee — S paid at closing and amzually thereafter. 2. In addition to the foregoing annual fees, the Trustee, Paying Agent and Bond Registrar shall be entitled to reimbursement for its reasonable out-of-pocket costs and disbursements, including, without limitation, the reasonable fees and expenses of its counsel, associated with the perfonnance of its duties under the Paying Agent and Registrar Agreement. EXHIBIT E PRELIMINARY OFFICIAL STATEMENT E-1 PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER2009 NEW ISSUE — BOOK -ENTRY ONLY BMO Draft 43 08/14/09 Moody's: Fitch: " (See "RATINGS" herein) In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law (i) assuming continuing compliance with certain covenants and the accuracy of certain representations, interest on the Tax - Exempt Series 2009 Bonds is excluded from gross income for federal income tax purposes and interest on the Tax - Exempt Series 2009 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and (ii) the Series 2009 Bonds and the income thereon are exempt f om taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Tax -Exempt Series 2009 Bonds may be subject to certain federal taxes imposed only on certain corporations, including the corporate alternative minimum tax on a portion of that interest. Interest on the Taxable Series 2009 Bonds is not excluded from gross income for federal income tax purposes. For a more complete discussion of the tax aspects, see "TAX MATTERS" herein. THE CITY OF MIAMI, FLORIDA Parking System Revenue and Parking System Revenue [and Revenue] Revenue Refunding Bonds, Refunding Bonds, Tax Exempt Series 2009 Taxable Series 2009 Dated: Date of Delivery Due: October 1, as shown on the inside cover The Parking System Revenue Refunding Bonds are being issued by The City of Miami, Florida (the "City") in two separate series, $ * aggregate principal amount of Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009 (the "Tax -Exempt Series 2009 Bonds") and $ * aggregate principal amount of Parking System Revenue [and Revenue] Refunding Bonds, Taxable Series 2009 (the "Taxable Series 2009 Bonds" and, together with the Tax -Exempt Series 2009 Bonds, the "Series 2009 Bonds"), as fully registered bonds, which initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). Interest on the Series 2009 Bonds will be payable semi- annually on April 1 and October 1, commencing April 1, 2010. Individual purchases will be made in book - entry form only through participants in authorized denominations in the amounts of $5,000 or integrals thereof. Purchasers of the Series 2009 Bonds (the "Beneficial Owners") will not receive physical delivery of certificates. Transfers of ownership interests in the Series 2009 Bonds will be effected through the DTC book -entry system as described herein. As long as Cede & Co. is the registered owner as nominee of DTC, principal and interest *Preliminary, subject to change. payments will be made directly to such registered owner which will in turn remit such payments to the participants for subsequent disbursement to the Beneficial Owners. Principal of and interest on the Series 2009 Bonds will be payable by TD Bank, National Association, Jacksonville, Florida, as Trustee, Paying Agent, and Bond Registrar. The Series 2009 Bonds are being issued as Additional Bonds, under the authority of and in full compliance with, the Constitution and laws of the State of Florida, including particularly Chapter 166, Florida Statues, the Charter of the City and other applicable provisions of law, and Ordinance No. 11693, enacted by the City Commission of the City (the "City Commission") on August 14,1998, as amended and supplemented, and as supplemented in particular by Ordinance No. , duly enacted by the City Commission on October 8, 2009 (said ordinances being collectively referred to as, the "Bond Ordinance"). The Series 2009 Bonds are being issued for the purpose of providing funds, together with other available monies, to (a) finance the acquisition, construction and installation of the Series 2009 Project (as described herein) (b) refund on a current basis the City's outstanding $37,070,000 original aggregate principal amount of Tax - Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008 and its outstanding $3,880,000 original aggregate principal amount of Taxable Variable Rate Parking System Revenue Refunding Bonds, Series 2008; (c) pay the Swap Termination Payment (as described herein), (d) [pay a premium for a Reserve Product or fund a deposit to the Reserve Account], and (e) pay costs of issuance related to the Series 2009 Bonds. The Series 2009 Bonds are special and limited obligations of the City secured by a pledge of, and payable solely from, Net Revenues of the Parking System (as such terms are defined in the Bond Ordinance), the right of the City and the Department of Off -Street Parking of the City (the "Department") to receive Net Revenues, and the money and Investment Obligations in the funds and accounts established under the Bond Ordinance (excluding the Rebate Fund) and the income derived from such Investment Obligations. The Series 2009 Bonds will be secured on a parity with the City's outstanding $13,490,000 Parking System Revenue Refunding Bonds, Series 1998, currently outstanding in the aggregate principal amount of $5,925,000 (the "Series 1998 Bonds") and any Additional Bonds issued under the Bond Ordinance. The Series 2009 Bonds are special and limited obligations of the City, and shall not be or constitute general obligations or indebtedness of the Department or the City within the meaning of the Florida constitution. Neither the full faith and credit nor the taxing power of the City or the State of Florida or any political subdivision thereof, is pledged to the payment of the principal of, or interest on the Series 2009 Bonds and the owners thereof shall not have any right to compel any exercise of the taxing power of the City or the State of Florida or any political subdivision thereof to enforce such payment. The Series 2009 Bonds are not and will not be secured by any lien upon the property of the City or the State of Florida or any political subdivision thereof, except the sources specified in the Bond Ordinance. This cover page contains certain information for quick reference only. It is not, and is not intended to be, a summary of the issue. Investors must read the entire Official Statement to obtain information needed for the making of an informed investment decision. The Series 2009 Bonds are offered when, as, and if issued and received by the Underwriters, subject to the opinion on certain legal matters relating to their issuance by Squire, Sanders & Dempsey, L.L.P., Miami, Florida, Bond Counsel. Certain legal matters will be passed upon for the City by Julie 0. Bru, Esq., City Attorney and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the City. Certain legal matters will be passed upon for the Underwriters by their counsel, Broad and Cassel, Orlando, Florida. First Southwest Company, Aventura, Florida is sewing as Financial Advisor to the City. It is expected that the Series 2009 Bonds in definitive form will be available for delivery to the Underwriters in New York, New. York at the facilities of DTC on or about. 2009. MERRILL LYNCH & CO. J.P. MORGAN GOLDMAN, SACHS & CO. RAYMOND JAMES & ASSOCIATES, INC. RBC CAPITAL MARKETS Dated: 2009 TAX-EXEMPT SERIES 2009 BONDS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INTIAL CUSIP NUMBERS Maturity Principal Initial CUSIP (October 1) Amount Interest Rate Yield Price Number TAXABLE SERIES 2009 BONDS MATURITIES, PRINCIPAL AMOUNTS, INTEREST RATES, YIELDS, PRICES AND INTIAL CUSIP NUMBERS Maturity Principal Initial CUSIP (October 1) Amount Interest Rate Yield Price Number *Preliminary, subject to change. THE CITY OF MIAMI, FLORIDA MAYOR Manuel A. Diaz CITY COMMISSIONERS Joe M. Sanchez, Chairman Michelle Spence -Jones, Vice -Chair Angel Gonzalez Tomas P. Regalado Marc Samoff CITY MANAGER CITY ATTORNEY Pedro G, Hernandez Julie O. Bru, Esq. MIAAMI PARKING AUTHORITY BOARD OF DIRECTORS CHIEF EXECUTIVE OFFICER Arthur Noriega, V. BOND COUNSEL Squire, Sanders & Dempsey L.L.P. Miami, Florida CHAIRMAN Jami Reyes MEMBERS Arthur H. Hertz Marlon A. Hill Stephen Nostrand Thomas B. Jelke FINANCIAL ADVISOR First Southwest Company Aventura, Florida CHIEF FINANCIAL OFFICER Scott Simpson, CPA DISCLOSURE COUNSEL Bryant Miller Olive P.A. Miami, Florida No dealer, broker, salesman or other person has been authorized by the City or the Underwriters to give any information or to make ally representations in connection with the Series 2009 Bonds, other than as contained in this Official Statement, and, if given or made, such information or representations must not be relied upon as having been authorized by the City. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Series 2009 Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information set forth herein has been obtained from the City, DTC and other sources that are believed to be reliable, but is not guaranteed as to accuracy or completeness by and is not to be construed as a representation by the Underwriters. The Underwriters listed on the cover page hereof have reviewed the information in this Official Statement in accordance with and as part of their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information. The information and expressions of opinion stated herein are subject to change. All summaries herein of documents and agreements are qualified in their entirety by reference to such documents and agreements, and all summaries herein of the Series 2009 Bonds are qualified in their entirety by reference to the form thereof included in the aforesaid documents and agreements. NO REGISITRATION STATEMENT RELATING TO THE SERIES 2009 BONDS HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE "SEC") OR WITH ANY STATE SECURITIES COMMISSION. IN MAKING ANY INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATIONS OF THE CITY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SERIES 2009 BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. THE FOREGOING AUTHORITIES HAVE NOT PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFICIAL STATEMENT. ANY REPRESENTATION TO THE CONTRARY MAY BE A CRIMINAL OFFENSE. THIS PRELIMINARY OFFICIAL STATEMENT IS IN A FORM DEEMED FINAL BY THE CITY FOR PURPOSES OF RULE 15C2-12 ISSUED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, EXCEPT FOR CERTAIN INFORMATION PERMITTED TO BE OMITTED PURSUANT TO SUCH RULE. RED HERRING LANGUAGE: This Preliminary Official Statement and the information contained herein are subject. to completion or amendment. The Series 2009 Bonds may not be sold, nor may any offer to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale, of the Series 2009 Bonds in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, qualification or exemption under the securities laws of any such jurisdiction. TABLE OF CONTENTS Page INTRODUCTION.......................................................................................................................................................1 PLANOF FINANCE..................................................................................................................................................2 Refunding...............................................................................................................................................................2 Swap........................................................................................................................................................................2 TheSeries 2009 Project..........................................................................................................................................3 ESTIMATED SOURCES AND USES OF FUNDS..................................................................................................4 DESCRIPTION OF THE SERIES 2009 BONDS......................................................................................................5 r OptionalRedemption............................................................................................................................................5 MandatorySinking Fund Redemption...............................................................................................................5 Extraordinary Optional Redemption..................................................................................................................6 Registration, Transfer and Exchange.................................................................................................................. 7 Replacement of Series 2009 Bonds Mutilated, Destroyed, Stolen or Lost......................................................8 SECURITY AND SOURCES OF PAYMENT FOR THE 2009 BONDS..........................................................8 Sourceof Payment...............................................................................................................................................8 No Pledge of Credit or Taxing Power.............................................................................................................9 Flowof Funds.......................................................................................................................................................10 ReserveAccount..................................................................................................................................................12 RateCovenant......................................................................................................................................................14 Interim Indebtedness and Short -Term Indebtedness.....................................................................................16 Additional Subordinated Debt..........................................................................................................................16 Covenants.............................................................................................................................................................16 MANAGEMENT DISCUSSION OF BUDGET AND FINANCES.....................................................................17 THEPARKING SYSTEM........................................................................................................................................21 ParkingSystem Facilities....................................................................................................................................21 AdditionalOperations........................................................................................................................................22 ParkingConsultant............................................................................................................................................22 SystemRates and Charges...............................................................................................................................23 Summary Statement of Revenues and Expenses, ............ ............................................................................... 23 InvestmentPolicy................................................................................................................................................25 Fiscaland Accounting Procedures....................................................................................................................25 ESTIMATED DEBT SERVICE SCHEDULE..........................................................................................................26 THECITY OF MIAMI............................................................................................................................................27 Background........................................................................................................................................................... 27 CityGovernment.................................................................................................................................................27 THE DEPARTMENT AND THE BOARD.............................................................................................................27 General.................................................................................................................................................................. 27 TheBoard..............................................................................................................................................................28 Personnel............................................................................................................................................................... 28 LEGALMATTERS...................................................................................................................................................29 LITIGATION............................................................................................................................................................. 30 DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS...........................................................30 TAXMATTERS.........................................................................................................................................................30 RATINGS................................................................................................................................................................... 33 FINANCIALADVISOR...........................................................................................................................................33 AUDITED FINANCIAL STATEMENTS...............................................................................................................34 CONTINUING DISCLOSURE................................................................................................................................34 UNDERWRITING.................................................................................................................................................... 35 CONTINGENTFEES...............................................................................................................................................35 BOOK -ENTRY ONLY SYSTEM.............................................................................................................................35 ENFORCEABILITY OF REMEDIES.......................................................................................................................38 ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT...............................................................38 FORWARD-LOOKING STATEMENTS................................................................................................................38 MISCELLANEOUS..................................................................................................................................................38 AUTHORIZATION OF OFFICIAL STATEMENT...............................................................................................40 APPENDICES APPENDIX A: AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2008 APPENDIX B: GENERAL INFORMATION REGARDING THE DEPARTMENT OF OFF STREET PARKING; THE CITY OF MIAMI, FLORIDA; AND MIAMI-DADE COUNTY, FLORIDA APPENDIX C: COMPOSITE 1998 BOND ORDINANCE AND COPY OF THE SERIES 2009 ORDINANCE APPENDDC D: PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX E: FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT 11 OFFICIAL STATEMENT relating to THE CITY OF MIAMI, FLORIDA Parking System Revenue and Parking System Revenue [and Revenue] Revenue Refunding Bonds, Refunding Bonds, Tax -Exempt Series 2009 Taxable Series 2009 INTRODUCTION The purpose of this Official Statement, including the cover page and appendices, is to set forth information concerning The City of Miami, Florida (the "City") and $ * aggregate principal amount of The City of Miami, Florida Parking System Revenue and Revenue Refunding Bonds, Tax -Exempt Series 2009 (the "Tax -Exempt Series 2009 Bonds") and $ * aggregate principal amount of The City of Miami, Florida Parking System Revenue [and Revenue] Refunding Bonds, Taxable Series 2009 (the "Taxable Series 2009 Bonds" and, together with the Tax -Exempt Series 2009 Bonds, the "Series 2009 Bonds"), in connection with the sale of the Series 2009 Bonds. The Series 2009 Bonds are being issued pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part U, Florida Statutes, the Charter of the City (the "Charter"), and other applicable provisions of law (the "Act") and pursuant to Ordinance No. 11693, duly enacted by the City Commission (the "City Commission") of the City on August 14, 1998, as amended by Ordinance No. 11719, duly enacted by the City Commission on October 27, 1998 (collectively, the "1998 Bond Ordinance"), as supplemented by Ordinance No. duly enacted by the City Commission on [October 8, 2009] (the "Series 2009 Ordinance" and, together with the 1998 Bond Ordinance, the "Bond Ordinance"). The City is situated at the mouth of the Miami River on the western shores of Biscayne Bay. It is the county seat of Miami -Dade County, Florida. The City comprises 34.3 square miles of land and 19.5 square miles of water. The City's diversified economic base is comprised of light manufacturing, trade, commerce, wholesale, and retail trade and tourism. For more information about the City, see "APPENDIX B - GENERAL INFORMATION REGARDING THE DEPARTMENT OF OFF STREET PARKING; THE CITY OF MJAMI, FLORIDA; AND MIANH-DADS COUNTY, FLORIDA" attached hereto. Pursuant to the Charter, the Department of Off -Street Parking of the City of Miami d/b/a the Miami Parking Authority (the "Department") is an agency and instrumentality of the City, which owns, operates and manages, under the supervision of the Off -Street Parking Board of the City of Miami (the "Board") certain parking facilities of the Department which are located within the City (the "Parking System"). For a description of the Parking System, see "THE PARKING SYSTEM" herein. The Series 2009 Bonds are being issued for the purpose of providing funds, together with other available monies, to (a) finance the acquisition construction and installation of the Series 2009 Project (as described herein) (b) refund on a current basis the City's outstanding $37,070,000 original aggregate principal amount of Tax -Exempt Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Tax -Exempt Series 2008 Bonds") and its outstanding $3,880,000 original aggregate principal amount of Taxable Variable Rate Parking System Revenue Refunding Bonds, Series 2008 (the "Taxable Series 2008 Bonds" together with the Tax -Exempt Series 2008 Bonds, the "Refunded Bonds); (c) pay the Swap Termination Payment (as described herein), (d) [pay a premium for a Reserve Product or fund a deposit to the Reserve Account], and (e) pay costs of issuance related to the Series 2009 Bonds. The Series 2009 Bonds are being issued on a parity with the City's outstanding $13,490,000 Parking System Revenue Refunding Bonds, Series 1998 currently outstanding in the aggregate principal amount of $5,925,000 (the "Series 1998 Bonds"). The Series 2009 Bonds, together with the Series 1998 Bonds and any Additional Bonds issued under the Bond Ordinance, are hereinafter referred to as the "Bonds". The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such document, statute, report or instrument. All capitalized terms used in this Official Statement and not otherwise defined herein have the meanings set forth in the Bond Ordinance, unless the context would clearly indicate otherwise. A summary of certain provisions of the Bond Ordinance is attached hereto as "APPENDIX C —COMPOSITE 1998 BOND ORDINANCE AND COPY OF THE SERIES 2009 ORDINANCE". All documents of the City or the Department referred to herein may be obtained from the Chief Financial Officer, Department of Off -Street Parking, 190 N.E. Third Street, Miami, Florida 33132, Telephone (305) 373- 6789. PLAN OF FINANCE Refunding The Refunded Bonds were issued to refund the City's $36,805,000 original aggregate principal amount of Tax -Exempt Variable Rate Parking System Revenue Bonds, Series 2006 (the "Tax -Exempt Series 2006 Bonds') and its $3,854,000 original aggregate principal amount of Taxable Variable Rate Parking System Revenue Bonds, Series 2006 (the 'Taxable Series 2006 Bonds' and, together with the Tax - Exempt Series 2006 Bonds, the "Series 2006 Bonds'). Concurrently with the delivery of the Series 2009 Bonds, a portion of the proceeds of the Tax Exempt Series 2009 Bonds will be applied to the payment in full of the Tax -Exempt Series 2008 Bonds currently outstanding in the aggregate principal amount of [$37,070,000] and a portion of the proceeds of the Taxable Series 2009 Bonds will be applied to the payment in full of the Taxable Series 2008 Bonds currently outstanding in the aggregate principal amount of [$3,880,000]. The City has previously caused to be delivered a conditional notice of redemption with respect to the Refunded Bonds. The Refunded Bonds are scheduled to be redeemed on [November 5, 2009] (the "Refunded Bonds Redemption Date"). The Refunded Bonds will be paid on the Refunded Bonds Redemption Date. The lien of the Bond Ordinance authorizing the Refunded Bonds, shall cease, determine and become void as to the Refunded Bonds as of the Refunded Bonds Redemption Date. Swap On March 30, 2006, the City entered into a swap agreement with Bear Stearns Financial Products Inc., consisting of an ISDA Master Agreement, a Schedule to the Master Agreement and a Confirmation (collectively, the "Swap Agreement") in connection with the Tax -Exempt Series 2006 Bonds. On August 28, 2008, the Swap Agreement was amended to apply to the Tax -Exempt Series 2008 Bonds. The Swap Agreement was further amended on January 15, 2009, to replace Bear Stearns Financial Products, Inc. with JP Morgan Chase Bank N.A. The purpose of the Swap Agreement was to hedge a portion of the Tax -Exempt Series 2008 Bonds through October 1, 2036 and provide a synthetic fixed rate of interest of 4.485%. The City has exercised its right to terminate the Swap Agreement, causing the City to owe a payment upon termination of the Swap Agreement, as calculated in the Swap Agreement (the "Swap Termination Payment"). The Swap Termination Payment in the aggregate amount of S will be paid by the City to JP Morgan Chase Bank N.A. from the proceeds of the Tax -Exempt Series 2009 Bonds. See "ESTINIATED SOURCES AND USES OF FUNDS" herein. The Series 2009 Project The Series 2009 Project will consist of the following: (1) completion of a parking garage containing approximately 700 parking spaces with approximately 34,000 square feet ("s.f.") of office space and approximately 4,500 s.f. of commercial retail/restaurant rental space on the ground floor (collectively referred to herein as the "GI Garage"). The G1 Garage will replace the existing 515 parking space garage and a 41 parking space surface lot currently owned and operated by the Department. The Department anticipates utilizing approximately 12,000 s.f. of office space itself or to lease such space to other governmental entities. The G1 Garage is located on NW 1st Avenue. A portion of the costs of the G1 Garage was paid with proceeds of the Series 2006 Bonds. The G1 Garage is 80% complete and is expected to be completed in December 2009; (2) The acquisition and installation of Pay and Display automated parking meters ("PAD"). The Department expects to purchase and install additional PAD's. PAD's are multi -space pay stations that will replace individual on -street parking meters and attendants in off-street parking lots, which are programmed to accept coins, credit cards and debit cards for payment; and (3) Other miscellaneous projects that are smaller in size including, but not limited to electronic parking meters, replacement of vehicles and other improvements to the Parking System. [Remainder of page intentionally left blank] 3 ESTIMATED SOURCES AND USES OF FUNDS The table that follows summarizes the estimated sources and uses of funds to be derived from the sale of the Series 2009 Bonds: SOURCES: Principal Amount of Series 2009 Bonds [Plus/Minus Original Issue Premium/Discournt] Available Monies() TOTAL SOURCES USES: Deposit to Redemption Account for Series 2008 Bonds Deposit to Project Fund Deposit to Debt Service Reserve Fund Swap Termination Payment Costs of Issuance(2) TOTAL USES Tax -Exempt Taxable Series Series 2009 Bonds 2009 Bonds Total $ $ $ S $ S (1) Monies from the Debt Seance Fund relating to the Refunded Bonds (2) Includes underwriters' discount, [insurance], financial advisory and legal fees and expenses and miscellaneous costs of issuance. [Remainder of page intentionally left blank] 4 $ $ $ $ $ S $ $ $ $ $ $ S $ S (1) Monies from the Debt Seance Fund relating to the Refunded Bonds (2) Includes underwriters' discount, [insurance], financial advisory and legal fees and expenses and miscellaneous costs of issuance. [Remainder of page intentionally left blank] 4 DESCRIPTION OF THE SERIES 2009 BONDS General The Series 2009 Bonds will be issued as fully registered bonds without coupons in principal denominations of $5,000 each or any integral multiples thereof through the book -entry only system. The Series 2009 Bonds shall be numbered consecutively from one (1) upward preceded by the letter "R." Interest on the Series 2009 Bonds will be payable semi-annually on April 1 and October 1 of each year, commencing April 1, 2010. The Series 2009 Bonds, when issued, will be registered in the name of Cede & Co., as nominee for DTC (as defined herein). Payment of the principal of, redemption premium, if any, and interest on the Series 2009 Bonds will be made directly to DTC or its nominee, Cede & Co., by TD Bank, National Association, Jacksonville, Florida, as the Trustee, Paying Agent and Bond Registrar for the Series 2009 Bonds, Optional Redemption The Series 2009 Bonds maturing on or before October 1, 2019 are not subject to optional redemption. The Series 2009 Bonds maturing after October 1, 2019 are subject to optional redemption and payment on or after October 1, 2019, at any time, at the option of the City, as a whole or in part at a redemption price equal to 100% of the principal amount thereof, together with accrued interest to the redemption date. The City may select amounts and maturities or portions of maturities of Series 2009 Bonds for optional redemption at the City's sole discretion, except that any redemption of Term Bonds will reduce pro rata any remaining sinking fund redemption amounts of the Term Bonds remaining outstanding. Mandatory Sinking Fund Redemption The Tax -Exempt Series 2009 Bonds maturing on October 1, shall be subject to mandatory sinking fund redemption by the City on each October 1 of the years specified below, in the amounts of the Sinking Fund Requirement set forth below at a redemption price of 100% of the principal amount thereof. *Maturity Sinking Fund Sinking Fund Year Requirement Year Requirement 5 The Taxable Series 2009 Bonds maturing on October 1, shall be subject to mandatory sinking fund redemption by the City on each October 1 of the years specified below, in the amounts of the Sinking Fund Requirement set forth below at a redemption price of 100% of the principal amount thereof. Sinking Fund Sinking Fund Year Requirement Year Requirement *Maturity However, the principal amount of the Series 2009 Bonds required to be redeemed on each such sinking fund redemption date shall be reduced by the principal amount of the Series 2009 Bonds specified by the City at least 45 days prior to the redemption date that have been either (i) purchased by or on behalf of the City and delivered to the Bond Registrar for cancellation, or (ii) redeemed other than through the operation of the provisions of this paragraph, and that have not been previously made the basis for a reduction of the principal amount of the Series 2009 Bonds to be redeemed on a sinking fund redemption date. Extraordinary Optional Redemption The Series 2009 Bonds are subject to extraordinary optional redemption as a whole or in part at any time upon payment of 100% of the principal amount of the Series 2009 Bonds to be redeemed, plus interest accrued to the redemption date, if the Department exercises its option to redeem the Series 2009 Bonds from insurance or eminent domain proceeds pursuant to the 1998 Bond Ordinance. Notice of Redemption. Notice of redemption is to be (a) filed with the Paying Agent and (b) mailed 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 by the Trustee, but failure to file or mail any such notice shall not affect the validity of the proceedings for such redemption. So long as all Series 2009 Bonds are held under a book -entry system by the Securities Depository, notices of redemption shall be sent only to the Securities Depository or its nominee. Selection of book -entry interests in the Series 2009 Bonds called, and notice of the call to the owners of those interests called, is the responsibility of the Securities Depository pursuant to its rules and procedures, and of its participants and indirect participants. Any failure of the Securities Depository to advise any participant, or of any participant or any indirect participant to notify the owner of a book - entry interest, of any such notice and its content or effect shall not affect the validity of any proceedings for the redemption of any Series 2009 Bonds. If applicable, in the case of optional redemption only, such notice may be given as a conditional notice of redemption, in which case such notice shall state the condition and provide that if such condition is not met on or prior to such redemption date, no such redemption shall occur. The failure of any bondholder of the Series 2009 Bonds to receive notice given as provided in the Bond Ordinance, or any defect therein, shall not effect the validity of any proceeding for the redemption of any Series 2009 Bonds. Any notice mailed as provided in the Bond Ordinance shall be conclusively presumed to have been duly given and shall become effective upon mailing, whether or not any bondholder received such notice. Such notice shall set forth the date fixed for redemption, the Redemption Price to be paid, the maturities of the Series 2009 Bonds to be redeemed, the CUSIP number, if any, of the Series 2009 Bonds, the name, address and telephone number of the person designated by the Trustee to be responsible for such redemption, if applicable, and if less than all of the Series 2009 Bonds of any one maturity then Outstanding are to be called for redemption, the distinctive numbers and letters, if any, of such Bonds to be redeemed, and the portion of the principal amount thereof to be redeemed. The notice of the redemption shall state also that on or after the redemption date, upon surrender of such Series 2009 Bond, a new registered Series 2009 Bond in a principal amount equal to the unredeemed portion of such Series 2009 Bond will be issued. Registration, Transfer and Exchange Any Series 2009 Bond, upon surrender thereof at the principal corporate office of the Trustee, together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Trustee, may, at the option of the Bondholder, be exchanged for an aggregate principal amount of Series 2009 Bond(s) so surrendered of like maturity and interest rate. The City shall make provision for the exchange of Series 2009 Bonds at the principal office of the Trustee. The Trustee, as Bond Registrar, shall keep books for the registration and the registration of transfer of the Series 2009 Bonds as provided in the Bond Ordinance. The transfer of any Series 2009 Bonds may be registered only upon such books and only upon surrender thereof to the Trustee together with an assignment duly executed by the Bondholder or his attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon such registration of the transfer the City shall execute and the Trustee shall authenticate and deliver in exchange for such Series 2009 Bond, a new Series 2009 Bond or Series 2009 Bonds registered in the name of the transferee, and in an aggregate principal amount equal to the principal amount of such Series 2009 Bond or Series 2009 Bonds so surrendered. In all cases which the Series 2009 Bonds shall be exchanged, the City shall execute and the Trustee shall authenticate and deliver, at the earliest practicable time, Series 2009 Bonds of the same type in accordance with the provisions in the Bond Ordinance. All Series 2009 Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Trustee. The City or the Trustee may make a charge for every such exchange or registration of transfer of Series 2009 Bonds sufficient to reimburse it for any tax or other governmental charge required to be paid with respect to such exchange or registration of transfer, and for shipping and out-of-pocket costs incurred by the City or the Trustee, but no other charge shall be made to any Bondholder for the privilege of exchanging or registering the transfer of Series 2009 Bonds under the provisions of the Bond Ordinance. The person in whose name the Series 2009 Bond is registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the principal of any such 7 Series 2009 Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Series 2009 Bond to the extent of the sum or sums so paid. Replacement of Series 2009 Bonds Mutilated, Destroyed, Stolen or Lost If any Series 2009 Bond is mutilated, destroyed, stolen or lost, the City shall cause to be executed, and the Trustee shall deliver a new Series 2009 Bond of like series, date, number and tenor in exchange and substitution for and upon the cancellation of any mutilated Series 2009 Bond, or in lieu of and in substitution for any destroyed, lost or stolen Series 2009 Bond and the Bondholder shall pay the reasonable expenses and charges of the City in connection therewith. Prior to the delivery of a substitute Series 2009 Bond, the Bondholder of any Series 2009 Bond which was destroyed, lost or stolen shall fine with the Trustee evidence satisfactory to it of the destruction, loss or theft or such Series 2009 Bond, and the Bondholder's ownership thereof and shall furnish to the City and to the Trustee such security or indemnity as may be required by them to save each of them harmless from all risks, however remote. Any such duplicate Series 2009 Bond shall constitute an additional contractual obligation of the City, whether or not the destroyed, lost or stolen Series 2009 Bond is found at any time or is enforceable by anyone, and shall be entitled to all the benefits and security hereof equally and proportionately with any and all other Series 2009 Bonds duly issued under the Bond Ordinance. All bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost or stolen Series 2009 Bonds and shall preclude any and all other rights or remedies, notwithstanding any law or statute existing or hereafter enacted to the contrary with respect to the replacement or payment of negotiable instruments or other securities without their surrender. SECURITY AND SOURCES OF PAYMENT FOR THE 2009 BONDS Source of Payment The Series 2009 Bonds are secured by a pledge of, and are payable from, (a) the Net Revenues of the Parking System, (b) the right of the City and the Department to receive Net Revenues, and (c) the money and investment Obligations in the funds and accounts established under the Bond Ordinance (with the exception of the money and Investment Obligations in the Rebate Fund until such are transferred to the Revenue Fund as provided in the Bond Ordinance) and the income derived from such Investment Obligations and the investment of such money, on a parity with the pledge thereof in favor of the Registered Owners of any outstanding Bonds and any Additional Bonds hereafter issued under the Bond Ordinance. The term 'Net Revenues" as used herein and in the Bond Ordinance means the excess of Revenues (as hereafter defined) over Current Expenses (as hereafter defined). The Bond Ordinance provides that this pledge shall be effective and operate immediately and that the Trustee shall have the right to collect and receive Net Revenues from the Department in accordance with the provisions of the Bond Ordinance at all times during the period from and after the date of issuance of the Series 2009 Bonds until the Series 2009 Bonds have been fully paid and discharged. The Series 2009 Bonds will be secured on a parity with the Series 1998 Bonds, currently outstanding in the 8 aggregate principal amount of $5,925,000 and any Additional Bonds issued under the Bond Ordinance. "Revenues," under the Bond Ordinance, include (a) except to the extent excluded below, all income earned by the Department from the operation and use of and for the services furnished or to be furnished by the Parking System and all income earned from the ownership and rental of the Parking System and properties financed by Subordinated Debt and by Interim Indebtedness, (b) income received by the Department under any agreement to manage or operate facilities on behalf of any person, (c) any proceeds of business interruption insurance, and (d) the investment income on, and the income and gains realized upon the maturity or sale of, securities held by or on behalf of the City or the Department in any Funds and Accounts established by the Bond Ordinance. Revenues shall not include (i) any grants, contributions or donations; (ii) proceeds from the sale and disposition of all or any portion of the Parking System, (iii) income from the operation of any Special Purpose Facilities for so long as such Special Purpose Facilities are not part of the Parking System; (iv) to the extent and for so long as such income is pledged to secure the financing for the same, rental income from the leasing of any land used in connection with, or income from the operation of, any Special Purpose Facilities; (v) any proceeds of insurance other than as mentioned above; (vi) investment income from the investment of moneys in the Construction Fund; and (vii) the proceeds of any borrowing. "Current Expenses" is defined in the Bond Ordinance to include the current expenses, paid or accrued, of the Board and the Department for the operation, maintenance and ordinary, current repair of the Parking System as determined in accordance with generally accepted accounting principles, including, without limiting the generality of the foregoing, all ordinary and usual expenses of operation, maintenance and repair, administrative expenses, salaries, payments to any retirement plan or plans properly chargeable to the Parking System, payments to other governmental entities for current expenses for the operation, maintenance and repair of the Parking System, insurance premiums and expenses and accumulation of appropriate reserves for self-insurance, engineering expenses relating to the operation, maintenance and repair of the Parking System, fees and expenses of the Trustee and the Paying Agent, legal expenses, fees of consultants, and any other expenses required to be paid by the Board and the Department under the Bond Ordinance or by law, but Current Expenses shall not include any reserves for extraordinary replacements or repairs, any allowance for depreciation, any principal payment in respect of capital leases or Subordinated Debt, any deposits to any Fund or Account created under the Bond Ordinance or any payment to any governmental entity for capital costs. No Pledge of Credit or Taxing Power The Series 2009 Bonds are special and limited obligations of the City, and shall not be or constitute general obligations or indebtedness of the Department or the City within the meaning of the Florida Constitution. Neither the full faith and credit nor the taxing power of the City or the State of Florida or any political subdivision thereof, is pledged to the payment of the principal of or the interest on the Series 2009 Bonds and the owners thereof shall not have any right to compel any exercise of the taxing power of the City or the State of Florida or of any political subdivision thereof, to enforce such payment. The Series 2009 Bonds are not, and will not be, secured by any lien, charge or encumbrance, legal or equitable, upon the property of the City or the State of Florida or any political subdivision thereof, except the sources specified in the Bond Ordinance. The Department has no taxing power and if it acquires taxing power, such taxing power is not pledged to the payment of the Series 2009 Bonds or any interest or premium thereon. M Flow of Funds The Bond Ordinance creates the Miami Parking System Construction Fund (the "Construction Fund"), the Miami Parking System Bond Fund (the 'Bond Fund") and the Miami Parking System Fund (the "Parking System Fund"). The Series 2009 Ordinance establishes a separate account designated the "Series 2009 Project Account" within the Construction Fund. Within the Series 2009 Project Account, separate subaccounts designated as the "Tax -Exempt Subaccount" and the "Taxable Subaccount" are created for deposit of the Tax -Exempt Series 2009 Bonds proceeds and the Taxable Series 2009 Bonds proceeds, respectively. Further, separate subaccounts designated as the "Series 2009 Tax -Exempt Cost of Issuance Subaccount" and the "Series 2009 Taxable Cost of Issuance Subaccount" are created within the applicable subaccount of the Series 2009 Project Account. The Bond Ordinance also creates within the Bond Fund the following six special accounts: the Interest Account, the Principal Account, the Sinking Fund Account, the Reserve Account, the Redemption Account, and the Insurance and Condemnation Award Account. In addition, the Bond Ordinance creates within the Parking System Fund, the Revenue AccoLunt, the Renewal and Replacement Account, the Rebate Account and the General Reserve Account. The Bond Fund and the Accounts therein shall be established with and held by the Trustee. The Construction Fund and the Accounts therein and the Parking System Fund and the Accounts therein shall be established with and held by the Department in a Depositary. The Trustee or the Department may establish separate accounts or subaccounts for such Funds and Accounts with respect to the Series 2009 Bonds. Except as hereinafter described, all Revenues received by the Department will be deposited when received to the credit of the Revenue Account. The Department shall apply moneys in the Revenue Account to the payment of Current Expenses and thereafter, to the extent provided in the Bond Ordinance, to the purchase of Bonds. On or before the 20th day of each month, the Chief Financial Officer shall withdraw from the Revenue Account all amounts on deposit therein in excess of the Operations and Maintenance Requirement for such month and will apply such moneys in the following manner and order (except that payments provided for in (a), (b) and (c) shall be on a parity with each other): (a) with the Trustee to the credit of the Interest Account an amount thereof which, together A ith any other funds provided by the Department for such purpose after taking into account any capitalized or accrued interest set aside for such purpose, is equal to one-sixth (1/6) of the interest to become due and payable within the next ensuing six (6) months on all Bonds then Outstanding and the amount of any Qualified Derivative Payment payable by the City accenting in such month; (b) with the Trustee to the credit of the Principal Account an amount thereof which, together with any other funds provided by the Department for such purpose, is equal to one twelfth (1/12) of the principal to become due and payable within the next ensuing twelve (12) months on all Serial Bonds then Outstanding; (c) with the Trustee to the credit of the Sinking Fund Account an amount thereof which, together with any other funds provided by the Department for such purpose, is equal to one -twelfth (1/12) of the 10 Sinking Fund Requirement to become due and payable within the next ensuing twelve (12) months on all Term Bonds then Outstanding; (d) with the Trustee to the credit of the Reserve Account such amount, including an amount necessary to reimburse the issuer of a Reserve Product for draws thereunder in order to reinstate such Reserve Product, as may be required to make the amount then to the credit of the Reserve Account equal to the Reserve Requirement; provided, however, that if so provided in the Series Ordinance relating to Additional Bonds or Refunding Bonds, the amount required to make the amount to the credit of the Reserve Account following the issuance of such Series of Bonds equal to the Reserve Requirement may be deposited to the credit of the Reserve Account in sixty (60) or less substantially equal monthly installments beginning in the month following the month in which such Series of Bonds are authenticated and delivered; (e) to the credit of the Renewal and Replacement Account such amount as may be required to make the amount then on deposit to the credit of the Renewal and Replacement Account equal to the Renewal and Replacement Account Requirement; (f) to the credit of the Rebate Account, such amounts as shall be required under the terms of the Bond Ordinance; and (g) to the credit of the General Reserve Account the balance remaining after making the deposits required by paragraphs (a) through (f) above. Except as is otherwise provided in the Bond Ordinance, in determining the amount of money to be deposited to each Fund and Account there shall be taken into consideration the investment earnings or losses that are to be charged to such Fund or Account (in accordance with the Bond Ordinance) and the amounts then on deposit therein resulting from the application of Bond proceeds or the transfers as provided below. In each month following a month in wNch the Department has failed to make any deposit or payment required by paragraphs (a) through (f) above, the Department will deposit or pay, in addition to the amounts then due, an amount sufficient to cure the deficiency in deposit or payment in the prior month unless such deficiency is cured by a transfer, pursuant to the Bond Ordinance, of money or Investment Obligations to such Fund or Account from other Funds and Accounts created under the Bond Ordinance. Whenever the amount on deposit in the Revenue Account is insufficient to pay Current Expenses, the Chief Financial Officer will transfer an amount necessary to pay the same to the Revenue Account, drawing upon funds available in the General Reserve Account and the Renewal and Replacement Account, in that order. On or before the 45th day next preceding any date on which Serial Bonds are to mature or Term Bonds are to be redeemed pursuant to a Sulking Fund Requirement or are to mature, the Chief Financial Officer may satisfy all or a portion of the obligation to make the required payments into the Principal Account or the Sinking Fund Account by delivering to the Trustee Serial Bonds maturing or Term Bonds maturing or required to be redeemed on such date. The price paid to purchase any such Bond shall not exceed the Redemption Price applicable to such Bonds at the next redemption date. Upon such delivery the Department shall receive a credit against amounts required to be deposited into the Principal Account on account of such Serial Bonds or into the Sinking Fund Account on account of such Term Bonds in the amount 100% of the 11 principal amount of any such Serial Bonds or Term Bonds so delivered. Reserve Account The Bond Ordinance requires the City to maintain on deposit in the Reserve Account an amount equal to the Reserve Requirement. The Reserve Requirement means, with respect to the Series 1998 Bonds, the Series 2009 Bonds and any Additional Bonds issued under the Bond Ordinance, an amount of money, or the aggregate available amount under one or more Reserve Account Insurance Policies or Reserve Account Letters of Credit (also referred to herein and in the Bond Ordinance as "Reserve Product"), or a combination thereof, equal to the lesser of (i) the maximum Principal and Interest Requirements calculated with respect to all Series of Bonds Outstanding under the Bond Ordinance in the current or any subsequent Fiscal Year, (ii)125% of the average annual Principal and Interest Requirements calculated with respect to all Series of Bonds Outstanding under the Bond Ordinance, or (iii) 10% of the aggregate stated original principal amount of Bonds Outstanding under the Bond Ordinance, provided, however, that in detemvnulg the aggregate stated original principal amount of Bonds Outstanding for purposes of this clause (iii), the issue price of Bonds (net of pre - issuance accrued interest) shall be substituted for the original stated principal amount of those Bonds if such Bonds were sold at either an original issue discount or premium exceeding two percent (2%) of the stated redemption price at maturity. Under the Bond Ordinance, the City is pernnitted to meet its Reserve Requirement with respect to any Series of Bonds issued under the Bond Ordinance by making deposits to the credit of the Reserve Account in sixty (60) or less substantially equal monthly installments beginning in the month following the month in which a Series of Bonds is authenticated and delivered under the Bond Ordinance. If Additional Bonds are issued under the 1998 Bond Ordinance, the Series Ordinance relating to the same shall provide either for the deposit into the Reserve Account of an amount that will cause the amount then on deposit therein to equal the Reserve Requirement on all Bonds Outstanding after the issuance of such Bonds or for sixty (60) or less substantially equal monthly deposits, as described above, in accordance with the provisions in the Bond Ordinance. Notwithstanding the foregoing, in lieu of the required deposits into the Reserve Account, the City may cause to be deposited a Reserve Product for the benefit of the Bondholders in an amount equal to the difference between the Reserve Requirement applicable thereto and the sums then on deposit in the Reserve Account, if any. Such Reserve Product shall be payable to the Trustee (upon the giving of notice as required thereunder) on any Interest Payment Date, maturity date or redemption date on which a deficiency exists which cannot be cured by funds in any other fund or account held pursuant to the Bond Ordinance and available for such purpose. The provider of such Reserve Product shall either be (a) an insurer whose municipal bond insurance policies insuring the payment, when due, of the principal of and interest on municipal bond issues results in such issues being rated in one of the two highest rating categories (without regard to gradations, such as "plus" or "minus" of such categories) by at least one nationally recognized securities rating agency or (b) a commercial bank, insurance company or other financial institution the bonds payable or guaranteed by which have been assigned a rating by at least one nationally recognized securities rating agency in one of the two highest rating categories (without regard to gradations, such as "plus" or 'minus" of such categories). In addition, such Reserve Product shall be for a term of not less than twelve (12) months and any reimbursement agreement related thereto shall provide that the City's reimbursement obligation thereunder shall be subordinate to the payment of the principal of and interest on the Bonds. Notwithstanding the foregoing if the Reserve Account has been funded with cash or Investment 12 Obligations and no Event of Default shall have occurred and be continuing under the Bond Ordinance, the City may, at any time in its discretion, substitute a Reserve Product meeting the requirements of the Bond Ordinance for the cash and Investment Obligations, and the City may then withdraw such cash and Investment Obligations and apply them to any lawful purpose, so long as (i) the same does not adversely affect any rating by any nationally recognized securities rating agency then in effect for the Outstanding Bonds and (ii) the City obtains an opinion of Bond Counsel that such actions will not, in and of themselves, adversely affect the exclusion from gross income of interest on the Bonds (other than Taxable Bonds) for federal income tax purposes. To the extent the City causes to be deposited into the Reserve Account, a Reserve Product for a term of years shorter than the life of the Series of Bonds so insured or secured or if such Reserve Product is subject to termination prior to the maturity of the Series of Bonds so insured, then the Reserve Product shall provide, among other things, that the issuer thereof shall provide the City Adth notice as of each armiversary of the date of the issuance of the Reserve Product of the intention of the issuer thereof to either (a) extend the term of the Reserve Product beyond the expiration date thereof, or (b) terminate the Reserve Product on the initial expiration dates thereof or such other future date as the issuer thereof shall have established. If the issuer of the Reserve Product notifies the City pursuant to clause (b) of the immediately preceding sentence or if the City terminates the Reserve Product or it otherwise terminates in accordance with its terms, then the City shall (a) deposit into the Reserve Account, on or prior to the fifteenth day of the first full calendar month following the date on which such notice is received by the City, such sums as shall be sufficient to pay an amount equal to a fraction, the numerator of which is one (1) and the denominator of which is equal to the number of months remaining in the term of the Reserve Product of the Reserve Requirement on the date such notice was received (the maximum amount available, assuming full reimbursement by the City, under the Reserve Product to be reduced annually by an amount equal to the deposit to Reserve Account during the previous twelve (12) month period) until amounts on deposit in the Reserve Account, as a result of the aforementioned deposits, and no later than upon the expiration of such Reserve Product, shall be equal to the Reserve Requirement, and (b) on a parity basis, shall reimburse the provider of the terminated Reserve Product all amounts due and owing under the terms and conditions of the reimbursement agreement between the City and such provider. If any Reserve Product shall not be renewed prior to the stated expiration date thereof, the City agrees that it shall fund the Reserve Account over a period not to exceed sixty (60) months from the date of receipt of any notice of non -renewal during which it shall make consecutive equal monthly payments in order that the amount on deposit in the Reserve Account at the end of such period shall equal the Reserve Requirement; provided, the City may obtain a new Reserve Product in lieu of making the pa)nnents set forth in this paragraph. The Trustee shall use amounts in the Reserve Account or drawn on a Reserve Product to make transfers to the Interest Account, the Principal Account and the Sinking Fund Account, in that order, to remedy any deficiency in any deposit required to be made to said Accounts under the Bond Ordinance or to pay the interest on or the principal of (whether at maturity, by acceleration or in satisfaction of the Sinking Fund Requirement therefor) the Bonds when due, or to pay Qualified Derivative Payrnents when due, whenever and to the extent that the money on deposit in any or all of said Accounts, together with trarnsfers thereto from the General Reserve Account and the Renewal and Replacement Account, is insufficient for such purposes. The Trustee shall also use amounts in the Reserve Account to pay the interest on the Interest Payment Date next preceding the final maturity of all Bonds Outstanding and the principal of and the interest on such Bonds on the final maturity date of the same. If at any time the value of the cash and Investment Obligations held in the Reserve Account exceeds the 13 Reserve Requirement, the Trustee shall withdraw an amount equal to such excess therefrom and shall deliver the same to the Department. Upon receipt thereof the Chief Financial Officer shall deposit (a) in the Renewal and Replacement Account the amount then required to be paid thereto by the Department pursuant to the Bond Ordinance and (b) all remaining amounts in the General Reserve Account. Whenever the amount on deposit in the Reserve Account is less than the Reserve Requirement, the Trustee shall notify the Chief Executive Officer of the Department and the Chief Financial Officer of the amount of the deficiency and upon such notification the Chief Financial Officer shall immediately deliver to the Trustee an amount sufficient to cure the same, drawing upon funds available in the General Reserve Account and the Renewal and Replacement Account, in that order. The Bond Ordinance requires the establishment of a Reserve Account to be funded in an amount equal to the Reserve Requirement. In connection with the issuance of the Refunded Bonds the increase in the Reserve Requirement has an amount equal to $ Rate Covenant The City and the Department have covenanted in the Bond Ordinance to fix, charge and collect rates, fees, rentals and charges for the use of the Parking System and to revise such rates, fees, rentals and charges as often as may be necessary or appropriate to produce Revenues in each Fiscal Year at least equal to the sum of (i) Current Expenses for such period, plus (4)150% of the Principal and Interest Requirements for such period, plus (iii) the amounts required to be deposited in the Reserve Account in such period. In calculating Principal and Interest Requirements for purposes of the Rate Covenant, the City and the Department may net out therefrom any amount of interest for such period for which a like amount of accrued or capitalized interest has been set aside and held under the Bond Ordinance. If, in any Fiscal Year, the Revenues are less than the amount required in the preceding paragraph and if the cash and value of the Investment Obligations available within the Funds and Accounts created by the Bond Ordinance are not sufficient to make such deposits to the Interest Account, the Principal Account, the Smiting Fund Account, the Reserve Account, and the Rebate Account, the City and the Department have covenanted to take action to revise the rates, fees, rentals and charges, or alter their methods of operation or take whatever action is necessary to produce the amount so required in such period. If the audit report for any Fiscal Year indicates that the requirements of clauses (i), (ii) and (iii) of the second preceding paragraph above, have not been satisfied, then within fifteen (15) days of the receipt of the audit report for such Fiscal Year, the Department has agreed to employ a Parking Consultant to review and analyze the financial status and administration and operations of the Parking System, to inspect the properties constituting the Parking System and to submit to the Board and the Chief Executive Officer, within sixty (60) days thereafter, a written report on the same, including the action taken by the City and the Department with respect to the revision of Parking System rates, fees, rentals and charges, which report may contain recommendations of further revision of the rates, fees, rentals, charges and methods of operation of the Parking System that will result in producing the amount so required during that Fiscal Year. Promptly upon its receipt of the recommendations, the Department will transmit copies thereof to the City Commission, the Trustee and each Bondholder of Record who has requested the same and will take such further action as is then in the best interest of the Registered Owners of the Bonds, the Department, the City and its citizens. 14 In the event the City and the Department fail to take the actions described in the two preceding paragraphs above, the Trustee may upon request of the Registered Owners of not less than 25% in principal amount of all Bonds Outstanding shall, institute and prosecute an action or proceeding in any court or before any board or commission having jurisdiction to compel the City and the Department to comply with such requirements. The City and the Department have further covenanted that no use of the Parking System will be pennitted without compensation. Additional Parity Bonds The Bond Ordinance provides that the City Commission may authorize the issuance of one or more Series of Additional Bonds on a parity with the Bonds for the purpose of providing funds to: (i) pay all or any part of the Costs of any Additional System Facilities; (ii) pay the Costs of completing any Additional System Facilities; (iii) pay any debt obligations issued by the City or the Department or repay any advance made from any source to finance temporarily Costs related to the Parking System as set forth in (i) and (ii) above, including Interim Indebtedness; (iv) increase the amount on deposit in the Reserve Account; (v) pay interest accruing on any Additional Bonds as specified in the Series Ordinance relating to such Bonds; and (vi) pay certain expenses in connection with the issuance of Additional Bonds. Additional Bonds may also be issued on a parity with the Bonds for the purpose of providing funds for paying at maturity or redeeming prior to maturity all or part of the Bonds then Outstanding of any one or more Series including the payment of any redemption premium and any interest that will accrue on such Bonds to the redemption date or maturity date and any expenses in connection with such refunding. The Series 2009 Bonds are being issued under the Bond Ordinance as Additional Bonds. The Trustee may deliver Additional Bonds for the purpose of paying the Costs of any Additional System Facilities only if, among other requirements, (i) the proceeds of the Additional Bonds together with other funds available for such purpose are not less than the estimated Cost of the Additional System Facilities (as demonstrated in a certificate delivered on behalf of the City to the Trustee); (ii) the sum of (A) Net Revenues from the most recent Fiscal Year for which audited financial statements have been filed and (B) the estimated Net Revenues which would have been received if any rate adjustment which affected the Parking System and became effective prior to the issuance of the Additional Bonds had been in effect during that same Fiscal Year, is not less than 150% of the Principal and Interest Requirements for that same Fiscal Year; and (iii) the sum of (A) Net Revenues from the most recent Fiscal Year for which audited financial statements have been filed, (B) the estimated additional Net Revenues which would have been received if any rate adjustments which affected the Parking System and became effective prior to the issuance of the Additional Bonds had been in effect during that same Fiscal Year, and (C) one-fifth of the total estimated Net Revenues attributable to the Additional System Facilities to be financed from the proceeds of such Additional Bonds for each of the five Fiscal Years immediately succeeding the Fiscal Year in which the Additional System Facilities are to be placed in use and operation, is not less than 150% of the maximum Principal and Interest Requirements for any Fiscal Year thereafter, including the Additional Bonds then requested to be delivered. The City will not deliver Additional Bonds for the purpose of refunding Bonds of any Series unless any moneys deposited with the Trustee, together with the proceeds (excluding accrued interest) of such 15 Additional Bonds and the interest to accrue upon any Government Obligations acquired to pay the refunded Bonds, are not less than an amount sufficient to pay the principal of and the redemption premium, if any, on the Bonds to be refunded, the interest that will accrue thereon to the redemption date or the respective maturity dates, and the expenses incident to such refunding. The City shall be required to furnish all of the certificates or reports required under the Bond Ordinance for the issuance of Additional Bonds for Additional System Facilities with respect to the issuance of Additional Bonds for the purpose of refunding Bonds unless the Chief Financial Officer of the Department delivers a certificate to the Trustee to the effect that (i) the final maturity of the Additional Bonds being issued is not later than the final maturity of the Bonds being refunded by such Additional Bonds, and (ii) the Principal and Interest Requirement for each Fiscal Year for the Additional Bonds does not exceed the Principal and Interest Requirement for such Fiscal Year for the Bonds being refunded. Interim Indebtedness and Short -Term Indebtedness Interim Indebtedness may be issued on a parity with the Bonds as to payment from Net Revenues, provided that (i) the requirements for the issuance of Additional Bonds for Additional System Facilities set forth under the caption "Additional Parity Bonds" above could be satisfied if such Interim Indebtedness were issued with a maturity of twenty-five (25) years after the date of issuance, with substantially equal annual payments of principal and interest and with an interest rate substantially equal to the market interest rate for similar obligations of twenty-five (25) year maturity at the time the calculation is made and (ii) there is filed with the Trustee, simultaneously with the incurrence of such Interim Indebtedness, a letter from a banking, investment banking or other appropriate financial institution stating that under the then current market conditions, such Interim Indebtedness could be placed or sold on the terms and conditions assumed for the purposes of (i) above. Short -Term Indebtedness may be issued and payable as to principal and interest as Current Expenses provided that such Short -Term Indebtedness at any time outstanding does not exceed 20% of the Department's Current Expenses of the Parking System for the last Fiscal Year for which an audit is available. Additional Subordinated Debt The City may issue Subordinated Debt to finance the acquisition and construction of any facilities, other than Special Purpose Facilities, which the Board and the Department may operate and maintain pursuant to law, upon the conditions set forth in the Bond Ordinance. The Department has entered into a Loan Agreement dated July 21, 2005 (the "Loan Agreement") with the City to finance a portion of the Goodwill Parking Garage. The Loan Agreement provides that the City will loan to the Department from Community Development Block Grant funds $3,000,000 at 0% to be paid semiannually beginning December 1, 2005 in equal installments of $75,000 each ending on June 1, 2025. The Loan Agreement does not grant a pledge or a lien on the Net Revenues of the Parking System. The outstanding balance under the Loan Agreement is currently $2,250,000. Covenants Operation of Parking System. The Department covenants to establish and enforce reasonable rules and regulations governing the operation and use of the Parking System, operate the Parking System in an efficient and economical manner, maintain the properties constituting the Parking System in good repair 16 and in sound operating condition for so long as the same are necessary to the operation of the Parking System upon a revenue-producing basis, and comply with all valid acts, rules, regulations, order and directions of any legislative, executive, administrative or judicial body that are applicable to the Parking System. Disposition of the Parking System. The Department will have the right to sell or dispose of any moveable property or fixtures acquired by the Department in connection with the Parking System, or any materials used in connection therewith if the Chief Executive Officer determines that such articles are no longer useful in connection with the construction or maintenance of the Parking System or the operation of the Parking System and that such sale or disposition will not impair the operating efficiency of the Parking System or materially reduce the revenue-producing capability of the Parking System. The Department, without notice to the Trustee and free of any obligation to make any replacement thereof or substitution therefore, will have the right to demolish or remove any real property and structures now or hereafter existing as part of the Parking System provided the Board, by resolution, determines that such removal or demolition does not impair the operating efficiency of the Parking System or materially reduce the revenue-producing capability of the Parking System. Notwithstanding the foregoing, if the Department determines that any real property or structure consisting a part of the Parking System has become inadequate, unsuitable or unnecessary, the Department may demolish or remove such property, and to the extent permitted by law, sell or otherwise dispose of all of part of the Parking System upon meeting certain requirements in accordance with the Bond Ordinance. The Department will deposit the proceeds resulting from any abandonment, sale or disposition of properties constitution the Parking System to the Construction Fund or to the General Reserve Account, as the Department may direct. Any proceeds remaining after such deposits shall be paid to the Trustee for deposit to the Redemption Account. No Free Parking. The City has covenanted that no free parking will be permitted pursuant to lease or other contractual arrangement upon real property or at facilities owned or operated by the City. Other Facilities not Constituting the Parking System. The City covenants that if it acquires, finances or constructs any facilities or structures for the off-street parking of motor vehicles, which facilities or structures are not a part of the Parking System, it will engage the Department to manage and operate such facilities and structures. MANAGEMENT DISCUSSION OF BUDGET AND FINANCES The Department's Fiscal Year 2008-2009 Budget was adopted on September 25, 2008. The Fiscal Year 2008-2009 Budget is approximately $21,410,314, which is an overall increase of 9.97% ($1,941,964) from the Fiscal Year 2007-2008 Budget. Such variance can be attributable to (i) an expected decrease in garage revenues by 16.24% due to the closing of Garage 1 and a decline in visitor parking, (ii) an expected increase in lot revenues by 12.75% due to the opening of new facilities, (iii) an expected increase in on - street revenues by 19.56% due to implementation of 150 additional pay and display machines and new 17 parking meters, and (iv) an expected increase in operating expenses by 6.39% due to labor and benefit costs, maintenance, utilities, consultants and revenue sharing agreements. The Department anticipates that the actual amounts expended and received for Fiscal Year 2008- 2009 ending September 30, 2009 will be in excess of the amounts budgeted. Any excess net income will be transferred to the City. SCHEDULE OF REVENUES AND EXPENSES THROUGH JUNE 30, 2009 18 FY 2009 FY 2008 Variances Adopted Actual FY 2009 Actual FY 2009 Versus FY Actual Budget Actual 2008 Versus FY 2009 Budget Operating Revenue $ $ $ $ % $ % Off -Street Facilities 2,110,825 2,166,586 2,176,768 (65,943) (3.0) (55,761) (2.6) Parking Lots 6,032,054 6,774,826 5,548,708 483,346 8.7 (742,772) (11.0) On -Street 7,715,843 6,907,145 6,780,716 935,127 13.8 808,698 11.7 Management Fees 416,765 289,953 506,255 (89,490) (17.7) 126,812 43.7 Other 194,236 106,184 167,716 26,520 15.8 88,052 82.9 Total Operating Revenue 16,469,723 16,244,694 15,180,163 1,289,560 8.5 225,029 1.4 Operating Expenses Salaries, wages & Fringe Benefits 5,562,039 5,499,7d-2 5,065,265 (496,774) (9.8) (62,297) (1.1) Repairs, Maintenance, Cleaning & Landscape 677,878 675,947 822,610 144,732 17.6 (1,931) (0.3) Security 788,064 634,899 570,036 (218,028) (38.2) (153,165) (24.1) Utilities 507,471 512,645 489,078 (18,393) (3.8) 5,174 1.0 Insurance 805,041 750,517 935,247 130,206 13.9 (54,524) (7.3) Rental - Building/Land 418,504 193,503 191,086 (227,418) (119.0) (225,001) (116.3) Revenue Sharing 1,178,704 1,305,001 1,004,840 (173,864) (17.3) 126,297 9.7 Parking Meter Parts & Installation 88,083 68,646 425,203 337,120 79.3 (19,437) (28.3) 18 Legal and Professional 473,188 560,362 313,193 (159,995) (51.1) 87,174 15.6 Bank Charges 368,254 223,878 221,107 (147,147) (66.6) (144,376) (648) Supplies & Miscellaneous 139,151 146,916 149,118 9,967 6.7 7,765 5.3 Other Expenses 375,621 243,306 231,703 (143,918) (62.1) (132,315) (54.4) Advertising & Promotion 192,148 200,340 208,177 16,029 7.7 8,192 4.1 Total Operating Expenses 11,574,146 11,015,702 10,626,663 (947,483) (8.9) (558,444) (5.1) Operating Results Before Depr & Amort 4,895,577 5,228,992 4,553,500 342,077 7.5 (333,415) (6.4) Depreciation & Amortization (1,901,461) (1,995,204) (1,876,224) (25,237) (1.3) 93,743 (4.7) Operating Results 2,994,116 3,233,768 2,677,276 316,840 11.8 (239,672) (7.4) Non -Operating Revenues (Expenses): Interest Income 186,168 722,734 1,166,883 (980,715) (84.0) (536,566) (74.2) Lower of Cost of Market - Investments 121,313 - (10,348) 131,661 121,313 Gain (Loss) on Disposal Property - (34,772) 34,772 - Interest Expenses (1,933,623) (2,043,383) (2,418,169) 484,546 20.0 109,760 (5.4) Transfer to City of Miami - - - - Total Non -Operating (1,626,142) (1,320,649) (1,296,406) (329,736) 25.4 (305,493) 23.1 Net Revenue In Excess of Expenses 1,367,974 1,913,139 1,380,870 (12,896) (0.9) (545,165) (28.5) Source: The Department The Department has prepared the Fiscal Year 2009-2010 Budget and expects that it will be adopted by the City on September 24, 2009. Such Fiscal Year 2009-2010 Budget is approximately $22,948,023 and is an increase of 7.2% ($1,537,709) from the Fiscal Year 2008-2009 Budget. For the Fiscal Year 2009-2010 Budget, the Department expects (i) garage revenues to increase by 24.8% due to the re- opening of the new courthouse center garage, (ii) on -street revenues are expected to increase by 19.0% due to the updated electric meters and the maturation of the pay and display system, (iii) lot revenues are expected to decrease by 10.3% due to the reduced amount of construction parking in several surface lots, and (iv) operating expenses are expected to decrease by 1.2%. If revenue and expenses are close to the budgeted amounts, the Department expects revenues in excess of expenditures in the amount of $2, 441,493. Operating Revenue BUDGET FISCAL YEAR 2009-2010 19 Off -Street Facilities Parking Lots On -Street Facilities Towing Administration Services Management Fees Other Total Operating Revenue Operating Expenses Salaries, Wages & Fringe Benefits Repairs, Maintenance, Cleaning & Landscape Security Utilities Insurance Rental - Building/Land Revenue Sharing Parking Meter Parts & Installation Legal and Professional Bank Charges Supplies & Miscellaneous Other Expenses Advertising & Promotion Total Operating Expenses Operating Results Before Depr & Amort Depreciation & Amortization Operating Results Non -Operating Revenues (Expenses): Interest Income Lower of Cost of Market -Investments Gain (Loss) on Disposal Property Amortization of Advance Rentals Interest Expenses Excess Revenue Distribution to City of Miami Total Non -Operating Revenue Net Revenue in Excess of Expenses $ 3.560,250 7,971,243 10,847,000 150,000 108,390 307,890 3,250 22,948,023 7,068,054 908,750 1,162,200 713,600 836,219 258,005 1,500,110 128,900 833,000 475,000 217,250 269,655 337,000 14,707,743 8,240,280 2,775,750 5,464,530 75,000 (10,721) (3,023,037) (3,023,037) $2,441,493 20 THE PARKING SYSTEM Parking System Facilities As of [August 31, 2009], the Department managed approximately [31,900] parking spaces, including [10] garages, [86] surface lots, [500] Pay and Display Meters and [8,500] metered spaces. The Department provides parking for about 6 million vehicles annually. Many of these spaces serve the central business district of the City; in addition, important segments of the Parking System serve the outlying areas of Coconut Grove, Little Havana, the Civic Center, Jackson Memorial Hospital, Brickell Avenue, the Design District, the Omni Mall and shopping area and the Edison Business District. The Board has made a policy decision to operate throughout the City in order to expand service and to reduce dependency on downtown economic conditions. The composition of, and recent changes in, the total number of parking spaces contained within the Parking System are reflected in the following table: Category Parking Garages (owned) Parking Garages (managed) Parking Lots Parking Meters and PAD(lx') Total Spaces September 30 2004 2005 2006 2007 2008 2009(3) 2,880 2,809 3,204 3,225 2,646 1,352 1,352 1,352 8,319 8,296 5,747 7,193 7,594 11,664 11,838 7,479 8,041 8,058 8,443 9,147 17,458 19,395 20,208 31,651 31,927 Source: Department (1) During 2004, the Department started replacing street meters with Pay and Display ('TAD") multi -space meters (2) By the end of Fiscal Year September 30, 2008, the Department had installed [500] PAD meters. (3) As of August 31, 2009 The principal facilities owned and operated by the Department are: • Municipal Garages Nos. 1, 2, 3, 4, and 8 (2,809 spaces) • Municipal Lots Nos. 21, 40, 43 and 47 (184 spaces) The principal facilities operated by the Department under management or lease agreements with third parties include: • International Place - Knight Center Garage and Municipal Lot Nos. 1, 20, 57, 58, 59, 60, 67, 68, 70, 71 and 72 (2,951 spaces); • Miami -Dade County - Garage I and Municipal Lot Nos. 18, 22, 23, 26, 34, 44, 45, 46, 48, E, H and J (1,942 spaces) • State of Florida - Municipal Lot Nos. 11-17, 28, 29, 30, 32, 33, 36-39, 42, 49-56, and 76-78 (2,452 spaces); • Martin Luther King Economic Development Corporation and R.J. Properties Municipal Lot No. 7 (66 spaces); • Grovites United To Survive (G.U.T.S.) Municipal Lot No. 25 (35 spaces); 21 • Wind 7 Rain Corporation Municipal Lot No. 80 (28 spaces); • Jacob 1535 Properties Municipal Lot No. 74 (39 spaces); • Flagler Development Company LLC Municipal Lot Nos. A, B, C and D (1,206 spaces); • Public Health Trust Park Plaza West Garage, Park Plaza East Garage, Highland Park Garage, Jackson Medical Towers Garage, North Garage, Municipal Lot Nos. 0,4,5,10 and Highland Park Pavilion Lot (7,175 spaces) Additional Operations In addition to on -street and off-street parking operations, the Department shares responsibility with the City of Miami Police Department for the ticketing and towing of illegally parked vehicles. The Department derives revenues from such towing activities. The Department also shares responsibility with Miami -Dade County for enforcement of parking regulations. Although the Department participates in these enforcement and regulatory responsibilities, the Department receives no parking fine revenues. All parking fine revenues generated within the City is collected by the Miami -Dade County Clerk of the Circuit and County Courts, and is allocated to the City (66.67%) and Miami -Dade County (33.33%). Such parking fine revenues are not treated as revenues of the Parking System and are not included as Net Revenues pledged to the Bonds. During Fiscal Year 2008, Department traffic management enforcement efforts generated approximately $3,100,000 in parking fine revenues for the City and $4,000,000 for Miami -Dade County. Through August 31, 2009 of Fiscal Year 2009, Department traffic management enforcement efforts generated approximately $ in parking fine revenues for the City and $ for Miami -Dade County. A unique non -parking related responsibility of the Department is the management of the historic 1,567 -seat Gusman Center for the Performing Arts and the Olympia Office Building owned by the City. The Gusman Center and Olympia Office Building was donated to the City in 1975 by its benefactor, Maurice Gusman, with the stipulation that the facility be managed by the Department. The City provides deficit funding, as necessary, for operating deficits of the facility. The operation of the complex is accounted for as a separate enterprise fund of the City. The Olympia Office Building has been leased to a private developer who converted the offices into low-income affordable residential housing. Revenues received by the Department in connection with the management of the Gusman Center and the Olympia Office Building are included in Revenues. Parking Consultant The Department has designated the engineering firm of Hershell Gill Consulting Engineers, Inc. as its Parking Consultant (the 'Parking Consultant") to provide various studies and inspections of the Parking Facilities. These structural inspections are done on each facility approximately every two years. Garages 2, 3, 4, 8 and 9 were inspected in 2009. In each report the Parking Consultant made recommendations to the Department regarding remedial action which should be taken. Such recommendations include painting, replacement of light bulbs, repair of cracks, repair of concrete, replacement of drains, replacement of concrete parking wheel stops and replacement of fire extinguishers. However, the structures for Garages 2 and 3 were found to be in fair condition and its structures for Garages 4, 8 and 9 were found to be in good condition. The Department anticipates that the recommendations will be acted upon within months. 22 System Rates and Charges The Department monitors the daily revenue collections of its parking garages with a computerized revenue collection system. Parking lots and garages are monitored with daily revenue reports. Meter locations are monitored with a computerized analytical system which allows monitoring of meters by zones such as a small single City block. The Department reviews the rates and revenues of the Parking System monthly and annually as part of the budget process. The present policy of the Board is to keep the rates of the Parking System comparable to similar public and private facilities. The chief factors which cause rate changes include: (i) a change in the demand for a facility and (ii) a change in the rates charged by nearby similar parking facilities. Parking meters are removed from unprofitable areas provided such a removal will not have an adverse effect on an adjacent profitable facility. At present, it is the policy of the Department to establish rates at a level necessary to ensure a minimum of 1.5 times debt service coverage; the Department has covenanted in the Bond Ordinance to maintain a 1.5 times debt service coverage. The City Commission on January 13, 2005 enacted Ordinance No. 12644 (the "2005 Parking Rate Ordinance"), which significantly increased parking fees and charges for on -street meters and permits/decals and off-street parking lots. Prior to the 2005 Parking Rate Ordinance, the City had only two increases in parking rates in the last 11 years. In addition to increasing parking rates, the 2005 Parking Rate Ordinance authorized the Department, by Resolution, to increase parking rates up to 3% annually, either successively or cumulatively, without further review or action on the part of the City Commission. Except as otherwise permitted by the 2005 Parking Rate Ordinance, all rate changes must be submitted to the Board for adoption. Rate changes adopted by the Board must subsequently be submitted to the City Commission for ratification. The City Commission delegates to the Board the ability to set rates on an "experimental basis" for less than one year in order to enable the Board and Department to react quickly to changing environmental factors and to open new facilities during the Fiscal Year without the need to amend the rate ordinance. The current rate structure of the Department provides, as follows: • On Street Meter Rates consist of $0.75, $1.00 or $1.25 per hour depending on the specific location of the meter. • On Street Monthly Permit Rates range from $35.00 to $85.00 per month. • Off Street Surface Lot Rates range from $1.25 to $2.00 per half hour depending upon the lot and $35.00 to $65.00 per month. • Garage Rates range from $70.00 to $180.00 per month and from $1.50 per half hour up to a maximum of $18.75 per day. [Update upon review of 2009 Parking Study] Summary Statement of Revenues and Expenses A summary of historical and budgets financial operations of the Department as prepared by the 23 Department is presented below, along with a statement of actual and estimated debt service coverage. This table should be reviewed in conjunction with "APPENDIX A - AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT FOR FISCAL YEAR ENDED SEPTEMBER 30,200S." Item/Year Operating Revenues: Lot Revenue On -Street Revenue Off -Street Revenue Management and Administrative Fees Others Total Operating Revenue Operating Expenses: Salaries Repair & Maintenance Security Utilities Others Total Operating Expenses Total Operating Income Non -Operating Income: Interest Income Source: Department PARKING SYSTEM STATEMENT OF REVENUE AND EXPENSE FISCALYEARS ENDED SEPTEMBER 30 2008 2007 2006 2005 2004 $ 7,545,972 $ 7,160,050 $ 6,161,685 $ 4,944,587 $ 4,163,874 9,108,790 7,955,787 6,199,456 5,654,960 5,121,009 2,858,842 3,329,317 3,306,585 2,964,015 2,798,135 3,134,332 2,129,379 799,577 710,008 740,493 416,448 213,989 179,386 151,668 152,858 $23,064,384 $20,788,522 $16,646,689 $14,425,238 $12,976,369 $ 9,309,704 $ 7,962,325 $ 6,093,551 $ 5,704,640 $ 5,397,084 1,453,712 1,024,644 1,006,771 669,314 673,629 852,625 716,600 652,880 639,043 599,975 582,405 614,301 545,925 440,923 401,528 5,046,787 4,398,922 3,379,984 2,995,700 2,599,978 517,245,233 $14,716,792 $11,679,111 $10,449,620 $ 9,672,194 L5S 6,071730 L1 967,578 S 3.975,618 S 3.304 $ 1,312,945 J1,976 105 $120-9820 S 148 716 S 169,668 PARKING SYSTEM DEBT SERVICES COVERAGE FISCAL YEARS ENDED SEPTEMBER 30 24 20111) 2010(') 2009(') 2008 2007 2006 2005 2004 Net Revenue Available for $ $ $$7,132,096 $8,047,837 $6,177,398 $4,124,344 $3,363,254 Debt Service Debt Service $ $ $ $2,351,110 $2,965,761 $2,243,411 $1,200,587 $1,202,988 Debt Coverage Ratio x x x 3.03x 2.71x 2.75x 3.40x 2.80x 24 Source: Department (1) These are projected figures. Investment Policy The Department adopted a detailed written investment policy on February 28, 1990, that applies to all cash and investments held or controlled by the Department and identified as "general operating funds" of the Department with the exception of the Department's pension fund assets when held by a third party custodian and/or money manager. The Department's investment policy may be modified from time to time by the Board. The Department's current investment portfolio is invested in Treasury bills, government agency notes and other obligations of agencies of the United States Government. Fiscal and Accounting Procedures Governmental Accounting Standards Board ("GASB") Statement No. 34 sets forth minimum criteria (percentage of assets, liabilities, revenues or expenditures/expenses of either fund category or the governmental and enterprise combined) for the determination of major funds. Funds that meet these criteria are labeled as such. The non -major funds are combined in a column in the fund financial statements and detailed in the combining section of the audited financial statements. [Remainder of page intentionally left blank] 25 ESTIMATED DEBT SERVICE SCHEDULE The following table sets forth the aggregate debt service requirements for the Series 1998 Bonds and the principal and estimated interest requirements and total estimated debt service for the Series 2009 Bonds and total debt service on all Bonds. l OWN1111 26 Series 2009 Tax -Exempt Tax -Exempt 1998 Bonds Total Bonds Bond Year Series 2009 Series 2009 Taxable Series Taxable Series Ending Bonds Bonds 2009 Bonds 2009 Bonds October 1 Principal Interest Principal Interest 2010 1,174,187.50 1,173,537.50 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 l OWN1111 26 Series 2009 Bonds 1998 Bonds Total Bonds Total Debt Debt Debt Service Service Service $1,174,825.00 1,170,450.00 1,174,950.00 1,171,950.00 1,174,187.50 1,173,537.50 57.039.900.00 THE CITY OF MIAMI Background Now 113 years old, the City is part of the nation's seventh largest metropolitan area. Incorporated in 1896, the City is the only municipality conceived and founded by a woman - Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity of approximately 424,662 residents, 58.9% of them foreign born. In physical size, the City is not large, encompassing only 34.3 square miles. In population, the City is the largest of the 35 municipalities that make up Miami -Dade County and is the county seat. For additional information concerning the City, see "APPENDIX B - GENERAL INFORMATION REGARDING THE DEPARTMENT OF OFF STREET PARKING; THE CITY OF MIA_'N/fI, FLORIDA; AND ML -k II-DADE COUNTY, FLORIDA:' City Government Since 1997, the City has been governed by a form of government known as the "Mayor - Commissioner plan." The City Commission is the legislative body of the City. There are five Commissioners elected every four years from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the City Commission, however, the City Commission can override such veto with a 4/5 vote. The Mayor appoints the City Manager who functions as chief administrative officer. General The Mayor of the City is presently Manuel A. Diaz whose term expires November 2009. The current members of the City Commission and expiration of their current terms of office are: Commission Members Joe M. Sanchez, Chairman Michelle Spence -Jones, Vice Chair Angel Gonzalez Tomas P. Regalado Marc D. Sarnoff Date Term Expires November 2009 November 2009 November 2011 November 2011 November 2011 THE DEPARTMENT AND THE BOARD The Department was created in 1955 by a Special Act of the Florida State Legislature. The Department's enabling legislation was incorporated into the City's Charter in 1968. The Department is an agency and instrumentality of the City and is charged with the ownership, operation, management and control of the parking facilities of the City located within the City and all 27 properties pertaining thereto. The Department's budget and rates must be approved by the City Commission and its bonds must be issued by the City pursuant to an ordinance enacted by the City Commission. All expenses of the Department and the Board incurred in carrying out their duties are paid solely from revenues generated by the Parking System. The Board The Department is governed by the five -member City of Miami, Florida Department of Off -Street Parking Board (the "Board"). Each member of the Board must either reside or have his or her principal place of business in the City and serves a five-year term. No official or employee of the City may serve as a member of the Board while so employed by the City. At least ten days prior to the expiration of the tern of a Board member, the successor thereto is required to be appointed by the remaining Board members, subject to confirmation by the City Commission. Any Board member may be removed by the City Commission for good cause, but if so removed, may apply for Circuit Court review of the action of the City Commission. The membership of the Board, the expiration of their respective terns of office and their respective principal occupations are as follows: The Board has the powers, duties and responsibilities customarily vested in the board of directors of a private corporation and exercises supervisory control over the operation of the Parking System, and all acts of the Department and its Chief Executive Officer are subject to Board approval. The Board elects one of its members to serve as Chairman of the Board, makes appropriate rules and regulations for its own government and procedure and holds regular meetings not less than once each month and special meetings as it deems necessary. All such meetings are open to the public. Personnel The Department presently has approximately 110 full time and 75 part-time employees. Most employees are classified in cashier, enforcement, meter collection and meter maintenance functions. The senior staff personnel employed by the Department and a brief biography of each individual are IR Expiration Date of Members Term of Office Occupation Jami Reyes, Chairman 12/02/2011 Jami Reyes & Co. Arthur H. Hertz 12/02/2012 Wometco Enterprises, Inc., Chairman and CEO Marlon A. Hill, Esq. 12/02/2012 Delancy Hill, P.A., Partner Stephen Nostrand 12/02/2013 Colliers Abood Wood -Fay, Executive Vice President Thomas Jelke 12/02/2009 T. Jelke Solutions President and CEO The Board has the powers, duties and responsibilities customarily vested in the board of directors of a private corporation and exercises supervisory control over the operation of the Parking System, and all acts of the Department and its Chief Executive Officer are subject to Board approval. The Board elects one of its members to serve as Chairman of the Board, makes appropriate rules and regulations for its own government and procedure and holds regular meetings not less than once each month and special meetings as it deems necessary. All such meetings are open to the public. Personnel The Department presently has approximately 110 full time and 75 part-time employees. Most employees are classified in cashier, enforcement, meter collection and meter maintenance functions. The senior staff personnel employed by the Department and a brief biography of each individual are IR listed below: Arthur Noriega, V, Chief Executive Officer, has been the Chief Executive Officer of the Department since 1999. He has extensive experience in the parking industry, construction, operation and urban development. Previously, he was Vice President of Development at The Carlisle Group, working with local municipalities and community development corporations across Florida to create urban development projects and was the Director of Planning and Development for the Department. Mr. Noriega is a graduate of the University of South Florida with a degree in economics. Scott Simpson, CPA, Chief Financial Officer, joined the Department in February, 2006. Mr. Simpson is a licensed CPA in the State of Florida, as well as a Certified Government Finance Officer. Prior to joining the Department, Mr. Simpson was Finance Director for the City from May, 2001 through February 2006 and was Assistant Finance Director for the City from October, 1998. Prior to joining the City, Mr. Simpson was the Chief Accountant for the City of Winter Park, Florida for approximately three years. Mr. Simpson has been previously employed in private industry in the position of Accounting Manager and Controller. Mr. Simpson graduated from North Carolina State University with a B.A. in Accounting. He is licensed as a CPA in the State of North Carolina and is a member of the American and Florida Institutes of Certified Public Accountants and the Government Finance Officers Association of the United States and Canada. Fred Bredemeyer, Chief Operations Officer, has been employed by the Department since February 2005. He is a parking industry veteran, with over 18 years of progressive experience in commercial parking, public parking operations and parking consulting. Mr. Bredemeyer has been actively involved in the City's parking market for over 12 years. Mr. Bredemeyer holds a finance degree from Florida International University and is a Certified Administrator of Public Parking (CAPP). Rolando Tapanes, Director of Planning & Development, is responsible for planning and managing all capital construction projects, among other duties. He has extensive knowledge of all aspects of construction management, with more that eight years of experience overseeing residential and commercial construction projects. Mr. Tapanes received his bachelor's degree from Florida International University and his masters from Barry University. For additional information concerning the Department and the Board see "APPENDIX B - GENERAL INTFORMATION REGARDING THE DEPARTMENT OF OFF STREET PARKING; THE CITY OF MIAMI, FLORIDA; AND MIAMI-DADE COUNTY, FLORIDA." LEGAL MATTERS Certain legal matters incident to the validity of the Series 2009 Bonds are subject to the approval of Squires, Sanders & Dempsey, L.L.P, Bond Counsel whose approving opinion in the form attached hereto as "APPENDIX D - PROPOSED FORM OF BOND COUNSEL OPINION" will be furnished without charge to the purchasers of the Series 2009 Bonds at the time of their delivery. The actual legal opinion to be delivered may vary from that text if necessary to reflect facts and lav on the date of delivery. Certain legal matters will be passed upon for the City by Julie O. Bru, Esq., City Attorney, and by Bryant Miller Olive P.A., Miami, Florida, Disclosure Counsel to the City. 29 LITIGATION There is no pending or, to the knowledge of the City, any threatened litigation against the City or the Department of any nature whatsoever which in any way questions or affects the validity of the Series 2009 Bonds, or any proceedings or transactions relating to their issuance, sale, execution, or delivery, or the adoption of the Bond Ordinance, or the collection of the Revenues of the Parking System. Neither the creation, organization or existence, nor the title of the present members of the City Commission or the Department, or other officers of the City or the Department, is being contested. The Department experiences claims, litigation, and various legal proceedings which individually are not expected to have a material adverse effect on the operations or financial condition of the Department, but may, in the aggregate, have a material impact thereon. In the opinion of the City Attorney, the Department will either successfully defend such actions or otherwise resolve such matters without any material adverse consequences to the financial condition of the Department. DISCLOSURE REQUIRED BY FLORIDA BLUE SKY REGULATIONS Rule 69W-400.003, Rules of Government Securities, promulgated by the Office of Financial Regulation of the Financial Services Commission, under Section 517.051(1), Florida Statutes ("Rule 69W- 400.003"), requires the City to disclose each and every default as to the payment of principal and interest with respect to obligations issued by the City after December 31, 1975. Rule 69W-400.003 further provides, however, that if the City in good faith believes that such disclosures would not be considered material by a reasonable investor, such disclosures may be omitted. The City has not defaulted on the payment of principal or interest with respect to obligations issued by the City after December 31, 1975. TAX MATTERS In the opinion of Squire, Sanders & Dempsey L.L.P., Bond Counsel, under existing law: (i) interest on the Tax -Exempt Series 2009 Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; and (ii) the Series 2009 Bonds and the income thereon are exempt from taxation under the laws of the State of Florida, except estate taxes imposed by Chapter 198, Florida Statutes, as amended, and net income and franchise taxes imposed by Chapter 220, Florida Statutes, as amended. Interest on the Taxable Series 2009 Bonds is not excluded from gross income for federal income tax purposes. Bond Counsel expresses no opinion as to any other tax consequences regarding the Series 2009 Bonds. The opinion on tax matters will be based on and will assume the accuracy of certain representations and certifications, and continuing compliance with certain covenants, of the City contained in the transcript of proceedings and that are intended to evidence and assure the foregoing, including that the Tax -Exempt Series 2009 Bonds are and will remain obligations the interest on which is excluded from gross income for federal income tax purposes. Bond Counsel will not independently verify the accuracy of the City's certifications and representations or the continuing compliance with the 30 City's covenants. The opinion of Bond Counsel is based on current legal authority and covers certain matters not directly addressed by such authority. It represents Bond Counsel's legal judgment as to exclusion of interest on the Tax -Exempt Series 2009 Bonds from gross income for federal income tax purposes but is not a guaranty of that conclusion. The opinion is not binding on the Internal Revenue Service ("IRS") or any court. Bond Counsel expresses no opinion about (i) the effect of future changes in the Code and the applicable regulations under the Code or (ii) the interpretation and the enforcement of the Code or those regulations by the IRS. The Code prescribes a number of qualifications and conditions for the interest on state and local government obligations to be and to remain excluded from gross income for federal income tax purposes, some of which require future or continued compliance after issuance of the obligations. Noncompliance with these requirements by the City may cause loss of such status and result in the interest on the Tax - Exempt Series 2009 Bonds being included in gross income for federal income tax purposes retroactively to the date of issuance of the Tax -Exempt Series 2009 Bonds. The City has covenanted to take the actions required of it for the interest on the Tax -Exempt Series 2009 Bonds to be and to remain excluded from gross income for federal income tax purposes, and not to take any actions that would adversely affect that exclusion. After the date of issuance of the Tax -Exempt Series 2009 Bonds, Bond Counsel will not undertake to determine (or to so inform any person) whether any actions taken or not taken, or any events occurring or not occurring, or any other matters coming to Bond Counsel's attention, may adversely affect the exclusion from gross income for federal income tax purposes of interest on the Tax - Exempt Series 2009 Bonds or the market value of the Tax -Exempt Series 2009 Bonds. A portion of the interest on certain tax-exempt obligations earned by certain corporations may be included in the calculation of adjusted current earnings for purposes of the federal corporate alternative minimum tax, interest on certain tax-exempt obligations issued in 2009 and 2010 is excluded from that calculation. In addition, interest on the Tax -Exempt Series 2009 Bonds may be subject to a federal branch profits tax imposed on certain foreign corporations doing business in the United States and to a federal tax imposed on excess net passive income of certain S corporations. Under the Code, the exclusion of interest from gross income for federal income tax purposes may have certain adverse federal income tax consequences on items of income, deduction or credit for certain taxpayers, including financial institutions, certain insurance companies, recipients of Social Security and Railroad Retirement benefits, those that are deemed to incur or continue indebtedness to acquire or carry tax-exempt obligations, and individuals otherwise eligible for the earned income tax credit. The applicability and extent of these and other tax consequences will depend upon the particular tax status or other tax items of the owner of the Tax -Exempt Series 2009 Bonds. Bond Counsel will express no opinion regarding those consequences. Payments of interest on tax-exempt obligations, including the Tax -Exempt Series 2009 Bonds, are generally subject to IRS Form 1099 -INT information reporting requirements. If a Series 2009 Bond owner is subject to backup withholding under those requirements, then payments of interest will also be subject to backup withholding. Those requirements do not affect the exclusion of such interest from gross income for federal income tax purposes. 31 Legislation affecting tax-exempt obligations is regularly considered by the United States Congress and may also be considered by the State legislature. Court proceedings may also be filed the outcome of which could modify the tax treatment of obligations such as the Tax -Exempt Series 2009 Bonds. There can be no assurance that legislation enacted or proposed, or actions by a court, after the date of issuance of the Tax -Exempt Series 2009 Bonds will not have an adverse effect on the tax status of interest on the Tax -Exempt Series 2009 Bonds or the market value of the Tax -Exempt Series 2009 Bonds. Prospective purchasers of the Tax -Exempt Series 2009 Bonds should consult their own tax advisers regarding pending or proposed federal and state tax legislation and court proceedings, and prospective purchasers of the Tax -Exempt Series 2009 Bonds at other than their original issuance at the respective prices indicated on the [inside] cover of this Official Statement should also consult their own tax advisers regarding other tax considerations such as the consequences of market discount, as to all of which Bond Counsel expresses no opinion. Bond Counsel's engagement with respect to the Tax -Exempt Series 2009 Bonds ends with the issuance of the Tax -Exempt Series 2009 Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the City or the owners of the Tax -Exempt Series 2009 Bonds regarding the tax status of interest thereon in the event of an audit examination by the IRS. The IRS has a program to audit tax- exempt obligations to determine whether the interest thereon is includible in gross income for federal income tax purposes. If the IRS does audit the Tax -Exempt Series 2009 Bonds, under current IRS procedures, the IRS will treat the City as the taxpayer and the beneficial owners of the Tax -Exempt Series 2009 Bonds will have only limited rights, if any, to obtain and participate in judicial review of such audit. Any action of the IRS, including but not limited to selection of the Tax -Exempt Series 2009 Bonds for audit, or the course or result of such audit, or an audit of other obligations presenting similar tax issues, may affect the market value of the Tax -Exempt Series 2009 Bonds. Original Issue Discount and Original Issue Premium Certain of the Tax -Exempt Series 2009 Bonds ("Discount Bonds") as indicated on the inside cover of this Official Statement were offered and sold to the public at an original issue discount ("OID"). OID is the excess of the stated redemption price at maturity (the principal amount)' over the "issue price" of a Discount Bond. The issue price of a Discount Bond is the initial offering price to the public (other than to bond houses, brokers or similar persons acting in the capacity of underwriters or wholesalers) at which a substantial amount of the Discount Bonds of the same maturiq is sold pursuant to that offering. For federal income tax purposes, OID accrues to the owner of a Discount Bond over the period to maturity based on the constant yield method, compounded semiannually (or over a shorter permitted compounding interval selected by the owner). The portion of OID that accrues during the period of ownership of a Discount Bond (i) is interest excluded from the owner's gross income for federal income tax purposes to the same extent, and subject to the same considerations discussed above, as other interest on the Bonds, and (ii) is added to the owner's tax basis for purposes of determining gain or loss on the maturity, redemption, prior sale or other disposition of that Discount Bond. A purchaser of a Discount Bond in the initial public offering at the price for that Discount Bond stated on the cover of this Official Statement who holds that Discount Bond to maturity will realize no gain or loss upon the retirement of that Discount Bond. 32 Certain of the Tax -Exempt Series 2009 Bonds ("Premium Bonds") as indicated on the inside cover of this Official Statement were offered and sold to the public at a price in excess of their stated redemption price (the principal amount) at maturity. That excess constitutes bond premium. For federal income tax purposes, bond premium is amortized over the period to maturity of a Premium Bond, based on the yield to maturity of that Premium Bond (or, in the case of a Premium Bond callable prior to its stated maturity, the amortization period and yield may be required to be determined on the basis of an earlier call date that results in the lowest yield on that Premium Bond), compounded semiannually. No portion of that bond premium is deductible by the owner of a Premium Bond. For purposes of determining the owner's gain or loss on the sale, redemption (including redemption at maturity) or other disposition of a Premium Bond, the owner's tax basis in the Premium Bond is reduced by the amount of bond premium that accrues during the period of ownership. As a result, an owner may realize taxable gain for federal income tax purposes from the sale or other disposition of a Premium Bond for an amount equal to or less than the amount paid by the owner for that Premium Bond. A purchaser of a Premium Bond in the initial public offering at the price for that Premium Bond stated on the cover of this Official Statement who holds that Premium Bond to maturity (or, in the case of a callable Premium Bond, to its earlier call date that results in the lowest yield on that Premium Bond) will realize no gain or loss upon the retirement of that Premium Bond. Owzzers of Discount and Premium Bonds should consult their own tax advisers as to the determination for federal income tax purposes of the amount of OLD or bond prenziunz properly accruable or amortizable in any period with respect to the Discount or Premium Bonds and as to other federal tax consequences and the treatment of OID and bond premium for purposes of state and local taxes on, or based on, income. RATINGS Moody's Investor's Service and Fitch have assigned underlying ratings of " ", " " and " respectively, to the Series 2009 Bonds. The ratings reflect only the views of said rating agencies and an explanation of the ratings may be obtained only from said rating agencies. There is no assurance that such ratings will continue for any given period of time or that they will not be lowered or withdrawn entirely by the rating agencies, or any of them, if in their judgment, circumstances so warrant. A downward change in or withdrawal of any of such ratings may have an adverse affect on the market price of the Series 2009 Bonds. FINANCIAL ADVISOR The City and the Department have retained First Southwest Company, Aventura, Florida, as Financial Advisor in connection with the City's and the Department's financing plans and with respect to the authorization and issuance of the Series 2009 Bonds. The Financial Advisor is not obligated to undertake and has not undertaken to independently verify or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement. The Financial Advisor did not participate in the underwriting of the Series 2009 Bonds. 33 AUDITED FINANCIAL STATEMENTS The Basic Financial Statements of the Department for fiscal year ended September 30, 2008 and the report thereon of KPMG LLP (the "Independent Certified Public Accountant") are attached hereto as "APPENDIX A — AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2008." Such statements speak only as of September 30, 2008. TI -ie Independent Certified Public Accountants has not consented to the use thereof herein. Such documents are attached hereto as a public record. The Independent Certified Public Accountant has not been requested to review this Official Statement in connection with the issuance of the Series 2009 Bonds. CONTINUING DISCLOSURE The City and the Department has covenanted for the benefit of the Series 2009 Bondholders to provide certain financial information and operating data relating to the Department and the Series 2009 Bonds in each year, and to provide notices of the occurrence of certain enumerated material events. The Department has agreed to file annual financial information and operating data and its audited financial statements with the Municipal Securities Rulemaking Board (the "MSRB") as well as any state information depository that is established in the State (the "SID"). Currently, there are no such SIDS. The Department has agreed to file notices of certain enumerated material events, when and if they occur, with the MSRB, and with the SIDS, if any. The obligation undertaken is an obligation to provide only limited information at limited times and may not include all information necessary to value the Series 2009 Bonds. The specific nature of the financial information, operating data, and of the type of events which trigger a disclosure obligation, and other details of the Department's continuing disclosure undertaking are described in "APPENDIX E - FORM OF DISCLOSURE DISSEMINATION AGENT AGREEMENT" attached hereto. The Disclosure Dissemination Agent Agreement shall be executed by the City and the Department prior to the issuance of the Series 2009 Bonds. These covenants have been made in order to assist the Underwriters in complying with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission (the "Rule"). With respect to the Series 2009 Bonds, no party other than the City and the Department is obligated to provide, nor is expected to provide, any continuing disclosure information with respect to the Rule. The City and the Department have undertaken certain continuing disclosure obligations in prior continuing disclosure certificates in connection with its outstanding debt and its outstanding Bonds to provide certain financial and operating information and notices to each nationally recognized municipal securities information repository then approved by the Securities and Exchange Commission (the "NRMSIRs"), and SID, if and when one is established, and others. In 2004, the Department on behalf of the City did not timely file certain information relating to the Series 1998 Bonds (defined herein). Upon recognizing the omission of certain information related to the Bonds, the City promptly filed all required information, together with a notice of late filing, with each NRMSIR. In 2009, the Department on behalf of the City did not timely file certain information related to the Bonds. The City has determined that its non- compliance was the result of inadvertence and not due to any conscious disregard for its duties and responsibilities. In addition, due to a change in auditors and financial management system (which was changed to an Enterprise Resource Planning System), the City did not timely file its 2007 annual report. Such report has been filed, and as of the date hereof, the City and the Department are in compliance with 34 all of its continuing disclosure obligations, in all material respects, and has implemented procedures to assure future compliance with all of its continuing disclosure obligations. UNDERWRITING The Series 2009 Bonds are being purchased by Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of itself and J.P. Morgan Securities Inc., RBC Capital Markets Corporation, Raymond James & Associates, Inc. and Goldman Sachs & Co. (collectively, the "Underwriters") at an aggregate purchase price of $ (the par amount of the Series 2009 Bonds, less Underwriters' discount of $ [plus/less] net original issue premium/discount). The Underwriters' obligations are subject to certain conditions precedent described in the Bond Purchase Agreement entered into between the City and the Underwriters, and they will be obligated to purchase all of the Series 2009 Bonds if any Series 2009 Bonds are purchased. The Series 2009 Bonds may be offered and sold to certain dealers (including dealers depositing such Series 2009 Bonds into investment trusts) at prices lower than such public offering prices, and such public offering prices may be changed, from time to time, by the Underwriters. CONTINGENT FEES The City has retained Bond Counsel and Disclosure Counsel with respect to the authorization, sale, execution and delivery of the Series 2009 Bonds. The Department has retained the Financial Advisor with respect to the sale, execution and delivery of the Series 2009 Bonds. Payment of the fees of such professionals and an underwriting discount to the Underwriters, including the fees of Underwriters' counsel, are each contingent upon the issuance of the Series 2009 Bonds. BOOK -ENTRY ONLY SYSTEM THE FOLLONN71NG INFORMATION CONCERNING DTC AND DTC'S BOOK -ENTRY ONLY SYSTEM HAS BEEN OBTAINED FROM SOURCES THAT THE CITY BELIEVES TO BE RELIABLE, BUT NEITHER THE CITY NOR THE UNDERWRITERS TAKE ANY RESPONSIBILITY FOR THE ACCURACY OR COMPLETENESS THEREOF. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the Series 2009 Bonds. The Series 2009 Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered certificate will be issued for each maturity of the Series 2009 Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities 35 transactions in deposited securities through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at ivww.dtcc.com and www.dtc.or�. Purchases of Series 2009 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2009 Bonds on DTC's records. The ownership interest of each actual purchaser of each Series 2009 Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2009 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners, Beneficial Owners will not receive certificates representing their ownership interests in Series 2009 Bonds, except in the event that use of the book -entry system for the Series 2009 Bonds is discontinued. To facilitate subsequent transfers, all Series 2009 Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2009 Bonds with DTC and their registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2009 Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Series 2009 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2009 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2009 Bonds, such as redemptions and proposed amendments to the Series 2009 Bond documents. For example, Beneficial Owners of Series 2009 Bonds may wish to ascertain that the nominee holding the Series 2009 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Registrar and request that copies of 36 notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2009 Bonds are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2009 Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Series 2009 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and interest payments on the Series 2009 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the City on the payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with Series 2009 Bonds held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Paying Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Series 2009 Bonds at any time by giving reasonable notice to the City. Under such circumstances, in the event that a successor securities depository is not obtained, Series 2009 Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry only transfers through DTC (or a successor securities depository). In that event, Series 2009 Bond certificates will be printed and delivered to DTC. Thereafter, Series 2009 Bond certificates may be transferred and exchanged as described in the Resolution. See "-Registration, Transfer and Exchange" herein. THE CITY AND THE PAYING AGENT WILL HAVE NO RESPONSIBILITY OR OBLIGATION TO THE BENEFICIAL OWNERS, DTC PARTICIPANTS OR THE PERSONS FOR WHOM DTC PARTICIPANTS ACT AS NOMINEES WITH RESPECT TO THE SERIES 2009 BONDS, FOR THE ACCURACY OF RECORDS OF DTC, CEDE & CO. OR ANY DTC PARTICIPANT WITH RESPECT TO THE SERIES 2009 BONDS OR THE PROVIDING OF NOTICE OR PAYMENT OF PRINCIPAL, OR INTEREST, OR ANY PREMIUM ON THE SERIES 2009 BONDS, TO DTC PARTICIPANTS OR BENEFICIAL OWNERS, OR THE SELECTION OF SERIES 2009 BONDS FOR REDEMPTION. 37 ENFORCEABILITY OF REMEDIES The remedies available to the owners of the Series 2009 Bonds upon an event of default under the Bond Ordinance are in many respects dependent upon judicial actions which are often subject to discretion and delay. Under existing constitutional and statutory lase and judicial decisions, including specifically the federal bankruptcy code, the remedies specified by the Bond Ordinance and the Series 2009 Bonds may not be readily available or may be limited. The various legal opinions to be delivered concurrently with the delivery of the Series 2009 Bonds, including Bond Counsel's approving opinion, will be qualified, as to the enforceability of the remedies provided in the various legal instruments, by limitations imposed by bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors enacted before or after such delivery. ACCURACY AND COMPLETENESS OF OFFICIAL STATEMENT The references, excerpts, and summaries of all documents, statutes, and information concerning the City, the Department and certain reports and statistical data referred to herein do not purport to be complete, comprehensive and definitive and each such summary and reference is qualified in its entirety by reference to each such document for full and complete statements of all matters of fact relating to the Series 2009 Bonds, the security for the payment of the Series 2009 Bonds and the rights and obligations of the owners thereof and to each such statute, report or instrument. The appendices attached hereto are integral parts of this Official Statement and must be read in their entirety together with all foregoing statements. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder is to create, under any circumstances, any implication that there has been no change in the affairs of the City or the Department from the date hereof. FORWARD-LOOKING STATEMENTS This Official Statement contains certain "forward-looking statements" concerning the City's and the Department's operations, performance and financial condition, including its future economic performance, plans and objectives. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the City or the Department. The words "may," "would," "could," "will," "expect," "anticipate," "believe," "intend," "plan," "estimate" and similar expressions are meant to identify these forward-looking statements. Actual results may differ materially from those expressed or implied by these forward- looking statements. MISCELLANEOUS Any statements made in this Official Statement involving matters of opinion or of estimates, whether or not so expressly stated are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. Neither this Official Statement nor any statement that may have been made verbally or in writing is to be construed as a contract with the owners of the Series 2009 Bonds. 38 [Remainder of page intentionally left blank] 39 AUTHORIZATION OF OFFICIAL STATEMENT The execution and delivery of this Official Statement has been duly authorized and approved by the City. At the time of delivery of the Series 2009 Bonds, the City will furnish a certificate to the effect that nothing has come to their attention which would lead it to believe that the Official Statement (other than information herein related to DTC, the book -entry only system of registration and the information contained under the caption "TAX MATTERS" as to which no opinion shall be expressed), as of its date and as of the date of delivery of the Series 2009 Bonds, contains an untrue statement of a material fact or omits to state a material fact which should be included therein for the purposes for which the Official Statement is intended to be used, or which is necessary to make the statements contained therein, in the light of the circumstances under which they were made, not misleading. THE CITY OF MIAMI, FLORIDA By: City Manager By: Chairperson Department of Off -Street Parking Board By: Chief Executive Officer Department of Off -Street Parking 40 APPENDIX A AUDITED BASIC FINANCIAL STATEMENTS OF THE DEPARTMENT FOR FISCAL YEAR ENDED SEPTEMBER 30, 2008 APPENDIX B GENERAL INFORMATION REGARDING THE CITY OF MIAMI, FLORIDA, MIAMI- DADE COUNTY AND THE DEPARTMENT OF OFF-STREET PARKING THE DEPARTMENT AND THE BOARD The Board The Department of Off -Street Parking of the City of Miami (the 'Department") is governed by the five -member City of Miami, Florida Department of Off -Street Parking Board (the 'Board"). Each member of the Board must either reside or have his or her principal place of business in the City and serves a five-year term. No official or employee of the City may serve as a member of the Board while so employed by the City. At least ten days prior to the expiration of the term of a Board member, the successor thereto is required to be appointed by the remaining Board members, subject to confirmation by the City Commission. Any Board member may be removed by the City Commission for good cause, but if so removed, may apply for Circuit Court review of the action of the City Commission. Budget Process The Charter requires that all budgets, funds and accounts pertaining to the Department be segregated from all other budgets, funds and accounts of the City. The Bond Ordinance provides that on or before the 90th day next preceding the beginning of each Fiscal Year, the Department shall prepare a preliminary budget for the ensuing Fiscal Year for the Parking System in the form of the budget then required by law and shall file copies of each such preliminary budget with the Trustee and mail copies to the Parking Consultant. Each budget is required to be prepared in such manner as to specify Current Expenses and the amounts to be deposited in the various Funds and Accounts created by the Bond Ordinance during the Fiscal Year for which such budget was prepared. The budget shall be accompanied by a pro forma statement of Revenues, Current Expenses and rates, fees, rentals and charges estimated to be necessary to meet the requirements of the Bond Ordinance and shall include or make reference to a Capital Funds Budget that shows separately the amounts to be deposited in the General Reserve Account during the Fiscal Year for which the budget is prepared for the purpose of financing additions, extensions and improvements to the Parking System and the amounts to be expended during such Fiscal Year from money in the General Reserve Account and the Construction Fund. On or before the first day of each Fiscal Year, the City and the Board are required to adopt the budget for the Parking System (which budget together with any amendments thereof or supplements thereto as permitted under the Bond Ordinance is herein collectively called the "Annual Budget"). Copies of the Annual Budget are to be filed with the Trustee, mailed by the Department to the Parking Consultant, Moody's, S&P, Fitch, and any Bond Insurer and each Bondholder requesting the same in writing, and made available for inspection at the office of the Chief Financial Officer. B-1 If the City and the Board have not adopted the Annual Budget before the first day of any Fiscal Year, the preliminary budget for such Fiscal Year or, if there is none, the budget for the preceding Fiscal Year, shall be deemed to be in force and effect. For Fiscal Year 2008-2009, the Department's Annual Budget was adopted by the Board and approved by the City Commission on September 25, 2008. Financial Operations The Department follows generally accepted accounting principles (GAAP) applicable to governmental units. Departmental accounting records are maintained on an accrual basis. The Department utilizes a custom-designed computerized garage revenue control system which significantly improves accuracy of daily audits of garage operations. The revenue control system, by use of a magnetic stripe reader, automatically enters and records all ticket transaction information into the computer to enhance the internal accounting controls of the Department. Pension Plan The Department is the sole sponsor of a defined benefit pension plan (the "Pension Plan") which covers all of the eligible full-time employees of the Department The Pension Plan is subject to the provisions for the Employee Retirement Income Security Act (ERISA) of 1974. It has met the ERISA's minimum funding requirements as of fiscal year ended September 30, 2008. A Retirement Board (the "Retirement Board"), which consists of the Department's Board members, controls and manages the operation and administration of the Plan as well as serves as an investment committee. A local financial institution serves as the trustee of the Pension Plan (the "Pension Trustee"). The assets of the Pension Plan are managed by the Pension Trustee and the Retirement Board. The Pension Plan, effective since November 14, 1971, requires contributions from employees at a rate of 6-1/2 percent of their base salaries. The Department's contribution is equal to the remaining amount necessary to fund the Pension Plan adequately. In accordance with the Pension Plan, the Department is required to fund liabilities of the Pension Plan based upon actuarial valuations. Certified actuarial valuations of the Pension Plan are required every three years, although it has been the policy of the Retirement Board created under the terms of the Pension Plan to obtain actuarial valuations at the end of each Fiscal Year. The Department's annual pension cost and net pension (credit) obligation (from) to the pension plan for the Fiscal Years ended September 30, 2007 and 2008 were as follows: 2008 2007 Annual required contribution S 406,440 $ 502,468 Interest on net pension obligation (credit) Annual pension cost Contribution made (Decrease) increase in net pension obligation Net pension (credit) obligation Beginning of Fiscal Year B-2 406,440 S 502,468 (406,440) (504,147) - (1,679) (1,679) Net pension (credit) obligation End of Fiscal Year $ 0 $ 0 The Department's pension expense for the Fiscal Years ended September 30, 2007 and 2008 amounted to $504,147 and $406,440, respectively. The Department's pension expense for the Fiscal Year ended September 30, 2009 will be $499,914 as determined by the Acutary's Report for the Department dated as of October 1, 2008. Other Post Employment Benefits In accordance with Section 112.0801, Florida Statutes, the Department, separately from the City, provides medical coverage to its retirees. Although not required by law, the Department pays a portion of such cost of participation for its retirees, including those of the Department. As with all governmental entities providing similar plans, the Department, separately from the City will be required to comply with the Governmental Accounting Standard's Board Statement No. 45 - Accounting and Financial Reporting by Employers for Postemployment Benefits Other than Pensions ("GASB 45") no later than the fiscal year ending September 30, 2008. GASB 45 applies accounting methodology similar to that used for pension liabilities to other post employment benefits ("OPEB") and attempts to more fully reveal the costs of employment by requiring governmental units to include future OPEB costs in their financial statements. While GASB 45 requires recognition and disclosure of the unfunded OPEB liability, there is no requirement that the liability of such plan be funded. The Department has received an actuarial valuation of the OPEB liability as of March 1, 2007. The Actuarial Report dated November 21, 2007, provides that assuming that the Department's retiree benefit remains unfunded, the accrued actuarial liability (the "AAL") as of March 1, 2007 is projected to be $349,000 for the Department. The Department is financing the OPEB on a pay -as -you -go -basis. The annual required contribution, (the "ARC") for Fiscal Year 2008 for the Department was approximately $49,000 if the unfunded actuarial liability at transition is amortized over 30 years. The Department made a contribution of $46,000 and has a net OPEB obligation of $3,000. [No acturial valuation has been completed for Fiscal Year 2009 yet.] The Department's employees are not considered City employees. The City has its own separate OPEB requirement. B-3 THE CITY OF MIAMI AND MIAMI-DADE COUNTY General Now 113 years old, the City of Miami, Florida (the "City") is part of the nation's seventh largest metropolitan area. Incorporated in 1896, the City is the only major municipality conceived and founded by a woman, Julia Tuttle. According to the U.S. Census Bureau, the City's population in 1900 was 1,700 people. Today it is a city rich in cultural and ethnic diversity with more than 424,662 residents, 58.9% of them foreign born. In physical size the City is not large, encompassing only 34.3 square miles. The City is situated at the mouth of the Miami River on the western shore of Biscayne Bay, the main port entry in Florida. The City is the southernmost major city and seaport in the continental United States. The nearest foreign territory is the Bahamian Island of Bimini, 50 miles from the City's coast. In population, the City is the largest of the 35 municipalities that make up Miami - Dade County (the "County" or "Miami -Dade County") and is the County seat. Population Government Since 1997, the City has been governed by a form of government known as the "Mayor -City Commissioner plan." There are five Commissioners elected from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. City elections are held in November every two years on a non-partisan basis. Candidates for Mayor must run as such and not for the Commission in general. At each election, two or three members of the Commission are elected for four-year terms. Thus, the terms are staggered so that there are always at least two experienced members of the Commission. The City Manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and B-4 City of Percent Miami -Dade Percent State of Percent Year Miami Change County Change Florida Change 1960 291,688 -- 935,047 -- 4,951,560 -- 1970 331,553 13.6% 1,267,792 35.6% 6,791,418 37.2% 1980 346,865 4.6 1,625,509 28.2 9,746,961 43.5 1990 358,648 3.4 1,937,194 19.2 12,938,071 32.7 2000 362,470 1.0 2,253,362 16.3 15,982,378 23.5 20080) 424,662 17.1 2,398,245 10.6 18,328,340 14.6 Source: Bureau of Economic and Business Research, University of Florida, US Census Bureau, Miami -Dade County, Annual Report to Bondholders 2008 (3) Estimated Government Since 1997, the City has been governed by a form of government known as the "Mayor -City Commissioner plan." There are five Commissioners elected from designated districts within the City. The Mayor is elected at large every four years. As official head of the City, the Mayor has veto authority over actions of the Commission. The Mayor appoints the City Manager who functions as chief administrative officer. City elections are held in November every two years on a non-partisan basis. Candidates for Mayor must run as such and not for the Commission in general. At each election, two or three members of the Commission are elected for four-year terms. Thus, the terms are staggered so that there are always at least two experienced members of the Commission. The City Manager serves as the administrative head of the municipal government, charged with the responsibility of managing the City's financial operations and organizing and directing the administrative infrastructure. The City Manager also retains full authority in the appointment and B-4 supervision of department directors, preparation of the City's annual budget and initiation of the investigative procedures. In addition, the City Manager takes appropriate action on all administrative matters. Climate The City's climate is sub -tropical -marine, characterized by long summers with abundant rain fall and mild, dry winters. The average temperature in the summer is 81.4 degrees Fahrenheit and 69.1 degrees Fahrenheit in the winter, with an average annual temperature of 75.4 degrees. Parks and Recreation Outdoor recreational activities like golf, tennis, running, bicycling, rollerblading, boating and fishing can be enjoyed year-round. Altogether, Miami -Dade County has over 300 parks and recreational areas totaling over one million acres, including Everglades and Biscayne National Parks. Eighteen public golf courses and 504 public tennis courts are available throughout the County. Miami -Dade County's area's 22 miles of public beach comprise 1,400 acres, which are freely accessible and are enjoyed year round by residents and tourists. Athletics for spectator sports fans are held at the American Airlines Arena. Land Shark Stadium, which is used by the Miami Dolphins, the Florida Marlins and the Miami Hurricanes, is located in North Central Miami -Dade County. The City and County have approved plans to construct a new stadium for the Florida Marlins baseball franchise. Sports competition includes professional and college football, basketball, baseball, tennis, golf, sailing and championship boat races. Other athletic events include amateur football, basketball, soccer, baseball, motorcycle speedway racing and rowing events. Education Miami -Dade County's public school system is the fourth largest in the United States, as measured by student enrollment. The countywide school district offers a wide variety of programs to meet the needs of its 398,000 -plus students. For example, Miami -Dade County's magnet schools provide intensive levels of instruction in subjects like science and technology, foreign languages, health care, architecture, the performing arts and marine sciences. Other public school programs serve students with different academic, physical or emotional needs, including gifted, advanced and remedial courses. Miami -Dade County is also noted for its high quality private schools, which include Gulliver Academy, Miami Country Day School and Ransom Everglades, as well as numerous schools affiliated with religious organizations. Overall, 80% of graduating seniors continue their education in a post -secondary institution, Miami -Dade County is also home to Miami -Dade Community College, the largest comprehensive community college in the United States. Florida International University is one of the 25 largest universities in the nation and offers more than 200 bachelor's, master's and doctoral programs in 21 colleges. The University of Miami, a private undergraduate and graduate institution, includes diversified research facilities and exceptional schools of law, music, medicine, and marine sciences. B-5 Barry University, St. Thomas University and Florida Memorial University offer degrees in a variety of subjects and programs. Medical Miami -Dade County has the largest concentration of medical facilities in Florida, with 32 hospitals and more than 32,000 licensed health care professionals. Nursing homes, adult congregate living facilities and home health care services also serve the region. The University of Miami Jackson Memorial Medical Center, the second-largest public hospital in the nation, forms the hub of the region's medical centers, which includes world-renowned specialized facilities like Bascom Palmer Eye Institute, the Mailman Center for Child Development and the Sylvester Comprehensive Cancer Center. Miami -Dade County has an extensive network of community hospitals, such as Mount Sinai Medical Center, Cedars Medical Center, Baptist Hospital, Mercy Hospital and Miami Children's Hospital. Nine area hospitals have formed the Miami Medical Alliance, a cooperative effort to serve patients from Latin America and the Caribbean. Transportation Miami -Dade County has a comprehensive transportation network designed to meet the needs of residents, travelers and area businesses. The County's internal transportation system includes Metrorail, a 22.4 mile above -ground system connecting South Miami -Dade and the City of Hialeah with the Downtown and Civic Center areas. Metromover, a 4.4 mile automated loop, carries passengers around downtown Miami, Brickell Avenue and the Omni shopping center areas. Miami - Dade County's Metrobus operating over 32.6 million miles per year and over 115 million passenger trips annually. The County also provides para -transit services to qualified riders in the amount of 1.6 million passenger trips annually. Cargo rail service is available from both Miami International Airport and the Port of Miami, and Amtrak has a passenger station in the City. Tri -Rail, a 72 -mile train system, links West Palm Beach, Boca Raton, Fort Lauderdale, Hollywood and Miami International Airport. Miami International Airport. Miami International Airport is one of the busiest airports in the world for both passengers and cargo traffic. It ranks fifteen in the nation and twenty-ninth in the world in passenger traffic through the airport. The airport ranks third in the nation and ninth in the world in tonnage of domestic and international cargo movement. In 2008 over 34 million air travelers were serviced by Miami International Airport, and approximately 2.08 million tons of cargo was handled. More than 85 airlines serve Miami International Airport, flying passengers to more than 150 destinations around the globe. Port of Miami. The Port of Miami, known as the "cruise capital of the world," is operated by the Seaport Department of Miami -Dade County. In 2008, more than 4.1 million passengers sailed from the Port of Miami aboard one of the eight cruise companies who operate out of Miami. The Port of Miami is also a hub for Caribbean and Latin American commerce. These countries account for over half of the 7.4 million tons of cargo transferred through the Port of Miami in 2008. The Port of Miami is also reaching out to the global community where trade with Asian countries accounted for almost 23% of the total cargo handled at the Port of Miami. The Port of Miami is also important to the U.S. economy, contributing in excess of $17 billion annually, which should increase after the completion of the Port of Miami's five year, $346 million capital improvement program. Economy The economic base of the City has diversified in recent years, shifting from reliance on the tourism industry to a combination of motion picture production, manufacturing, service industries and international trade. The area's advantages in terms of climate, geography, low taxes and skilled labor have combined to make the Miami area a prime relocation area for major manufacturing firms and international corporate headquarters. The following major companies have their Latin American headquarters located in the City: The Gap, Inc. Federal Express Corporation ABN AMBO Bank Sony Broadcast Export Corporation Olympus America ExxonMobil Inter -America Black & Decker Latin America Group Hewlett Packard Co. Latin America Eastman Chemical Latin America Telefonica International USA, Inc. Source: Beacon Council Caterpillar Americas Co. Ericsson, Inc. Terra Networks USA IBM Corporation Canon Latin America Acer Latin America Komatsu Latin America Tech Data Chevron -Texaco Johnson & Johnson B-7 Lucent Technologies Barclays Bank PLC Oracle Latin America Cisco Systems AT&T Latin America Olympus Latin America Clorox Latin America American Express Stanley Latin America Distribution of Major Employment Classifications for Miami -Dade County 2008 pi Average of statistics from period of January -April 2009 Source: Bureau of Labor, June 2009 Percentage Occupational Title Employees of Totals Construction 45,400 4.3% Manufacturing 45,300 4.3 Mining and Natural Resources 500 0.1 Transportation, Warehousing, and Utilities 61,500 5.9 Wholesale Trade 75,700 7.2 Retail Trade 123,100 11.8 Information 19,900 1.9 Finance Activities 73,200 7.0 Professional and Business 140,800 13.5 Education and Health Services 156,200 14.9 Leisure and Hospitality 102,800 9.8 Other Services 42,500 4.1 Government 158,600 15.2 Total Employed 1 45 5 0 1 D 0.0% Source: Miami -Dade County Arulual Report to Bondholders 2008, General Information on Miami -Dade County Labor Force and Employment Statistics Greater Miami Metropolitan Area Civilian Unemployment Florida Year Employment Labor Force Rate Unemployment Rate 2006 1,118,704 1,166,002 4.1% 3.4% 2007 1,143,548 1,196,086 4.4 4.1 2008 1,142,665 1,212,446 5.8 6.2 200901 1,106,390 1,197,131 7.0 9.0 pi Average of statistics from period of January -April 2009 Source: Bureau of Labor, June 2009 Public Employers: Major Employers in Miami -Dade County Name Number of E=Iovees Miami -Dade County Public Schools 50,000 Miami -Dade County 32,000 U.S. Federal Government 20,400 Florida State Government 17,000 Jackson Health System 10,500 Miami -Dade College 6,500 City of Miami, Florida 4,034 Florida International University 3,132 VA Medical Center 2,300 City of Miami Beach 1,979 City of Hialeah 1,800 U.S. Coast Guard 1,220 U.S. Southern Command 1,200 City of Coral Gables 895 City of North Miami Beach 738 Source: Beacon Council, 2008 Private Employers: Name Number of Employees Publix Super Markets 11,000 Baptist Health Systems of South Florida 10,826 University of Miami 9,874 American Airlines 9,000 Precision Response Corporation 6,000 Bellsouth Corporation -Florida 5,000 Winn-Dixie Stores 4,833 Florida Power & Light Company 3,900 Carnival Cruise Lines 3,500 Macy's Florida 3,368 Mount Sinai Medical Center 3,264 Miami Children's Hospital 2,600 Mercy Hospital 2,412 Wachovia, N.A. 2,229 Cordis (a Johnson & Johnson Company) 2,100 Source: Beacon Council, 2008 • Record of Building Permits, 2003 through 2008 City of Miami, Florida Source: City of Miami, Florida Building Department Per Capita Personal Income Year New Florida Other New $ 30,128 Other 29,817 Commercial 2005 Commercial Residential 2006 Residential Fiscal Building 2001 Building Building 10.21300 Building Year Permits Estimated Cost Permits Permits Estimated Cost Permits 2003-2004 141 $ 752,744,254 2369 420 $ 81,331,328 3996 2004-2005 175 1,661,488,023 2581 404 94,411,620 4761 2005-2006 125 2,573,453,643 2582 450 119,113,620 5208 2006-2007 98 1,266,199,562 2816 349 110,732,621 5285 2007-2008 80 1,615,039,791 3218 178 60,467,105 3759 Source: City of Miami, Florida Building Department Per Capita Personal Income Year Miami(') Florida 2003 $ 27,670 $ 30,128 2004 29,817 321618 2005 32,025 34,798 2006 33,712 36,720 Source: Bureau of Economic and Business Research, Universitv of Florida (1) Data is for Miami -Dade County The City of Miami, Florida Property Tax Rates Fiscal Year Tax Roll Year General Operations Debt Service Total Ci 1999 1998 10.00000 1.79000 11.79000 2000 1999 9.50000 1.40000 10.90000 2001 2000 8.99500 1.28000 10.27500 2002 2001 8.99500 1.21800 10.21300 2003 2002 8.85000 1.21800 10.06800 2004 2003 8.76250 1.08000 9.84250 2005 2004 8.71625 0.95000 9.66625 2006 2005 8.49950 0.76500 9.26450 2007 2006 8.37450 0.62100 8.99550 2008 2007 7.29990 0.57760 7.87750 Source: City of Miami Comprehensive Annual Financial Report Fiscal Year 2008 and h1ami-Dade County Property Appraiser's Office Note: All millage rates are based on $1 for every $1,000 of assessed value. APPENDIX C COMPOSITE 1998 BOND ORDINANCE AND COPY OF THE SERIES 2009 ORDINANCE APPENDIX D PROPOSED FORM OF OPINIONS OF BOND COUNSEL APPENDIX E DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of 2009, is executed and delivered by the City of Miami, Florida (the "Issuer") and its Department of Off -Street Parking (the "Department") and Digital Assurance Certification, L.L.C., as the initial exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC') for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule"). SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: "Annual Report" means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. "Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Arulual Report is to be filed with the Repositories. "Annual Financial Information" means arulual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. "Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement. "Bonds" means the bonds as listed on the attached Exhibit A, with the 9 -digit CUSIP numbers relating thereto. "Certification" means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice required to be submitted to the Repositories under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9 -digit CUSIP numbers for all Bonds to which the document applies. "Department" means the Department of Off -Street Parking of the Issuer. "Disclosure Representative" means the Finance Director for the Department or his designee, the Finance Director of the Issuer or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. E-1 "Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof. "Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes. "Information" means the Annual Financial Information, the Audited Financial Statements (if any) the Notice Event notices, and the Voluntary Reports. "Notice Event" means an event listed in Section 4(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "National Repository" means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The list of National Repositories maintained by the United States Securities and Exchange Commission shall be conclusive for purposes of determining National Repositories. Currently, the following are National Repositories: 1. DPC Data Inc. One Executive Drive Fort Lee, New Jersey 07024 (201) 346-0701 (phone) (201) 947-0107 (fax) Email: nrmsir@dpcdata.com 2. Interactive Data Pricing and Reference Data, Inc. Attn: NRMSIR 100 Williams Street, 15th Floor New York, New York 10038 (212) 771-6999 (phone); (800) 689-8466 (212) 771-7390 Email: NRMSIR@interactivedata.com 3. Bloomberg Municipal Repositories 100 Business Park Drive Skillman, New Jersey 08558 (609) 279-3225 (phone) (609) 279-5962 (fax) Email: Munis@Bloomberg.com 4. Standard & Poor's Securities Evaluations, Inc. 55 Water Street 45th Floor New York, New York 10041 (212) 438-4595 (phone) (212) 438-3975 (fax) Email: nrmsir_repository@sandp.com E-2 "Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds, as listed on Exhibit A. "Repository" means the MSRB, each National Repository and the State Depository (if any). "State Depository" means any public or private depository or entity designated by the State of Florida as a state information depository (if any) for the purpose of the Rule. The list of state information depositories maintained by the United States Securities and Exchange Commission shall be conclusive as to the existence of a State Depository. Currently there is no State Repository established for the State of Florida. "Voluntary Report" means the information provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. SECTION 2. Provision of Annual Reports. (a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, together with a copy for the Trustee, not later than 30 days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide a copy Annual Report to each National Repository and the State Depository (if any) not later than June 30 of each year, commencing with the fiscal year ending September 30, 2009. Such date and each aruliversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Notice Event as described in Section 4(a)(12) has occurred and to immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as Exhibit B. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 12:00 noon on the first business day following the Annual Filing Date for the Annual Report, a Notice Event described in Section 4(a)(12) shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as Exhibit B. (d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available, provide in a timely manner an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certificate, for filing with each National Repository and the State Depository (if any). (e) The Disclosure Dissemination Agent shall: E-3 (i) determine the name and address of each Repository each year prior to the Annual Filing Date; upon receipt, promptly file each Annual Report received under Section 2(a) with each National Repository, and the State Depository (if any); upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with each National Repository, and the State Depository (if any); (iv) upon receipt, promptly file the text of each disclosure to be made with each National Repository or the MSRB and the State Depository (if any) together with a completed copy of the MSRB Material Event Notice Cover Sheet in the form attached as Exhibit C, describing the event by checking the box indicated below when filing pursuant to the Section of this Disclosure Agreement indicated: 1. "Principal and interest payment delinquencies," pursuant to Sections 4(c) and 4(a)(1); 2. "Non -Payment related defaults," pursuant to Sections 4(c) and 4(a)(2); 3. "Unscheduled draws on debt service reserves reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(3); 4. "Unscheduled draws on credit enhancements reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(4); 5. "Substitution of credit or liquidity providers, or their failure to perform," pursuant to Sections 4(c) and 4(a)(5); 6. "Adverse tax opinions or events affecting the tax-exempt status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders," pursuant to Sections 4(c) and 4(a)(7); 8. 'Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9); 10. "Release, substitution, or sale of property securing repayment of the securities," pursuant to Sections 4(c) and 4(a)(10); 11. "Ratings changes," pursuant to Sections 4(c) and 4(a)(11); 12. "Failure to provide annual financial information as required," pursuant to Section 2(b)(ii) or Section 2(c), together with a completed copy of Exhibit B to this Disclosure Agreement; 13. "Other material event notice (specify)," pursuant to Section 7 of this Agreement, together with the summary description provided by the Disclosure Representative. E-4 (v) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent, Trustee (if any) and the Repositories, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain Annual Financial Information with respect to the Issuer (and the Department), including the information in the tables provided in "APPENDIX B" to the Official Statement providing: a) The total number of parking spaces contained within the Parking System for the prior fiscal year. b) The principal facilities owned and operated by the Department for the prior fiscal year. C) Parking System Rates and Charges for the prior fiscal year. d) Statement of Revenue and Expenses as presented in the table for the prior fiscal year. (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") as described in the Official Statement will be included in the Annual Report. If such Audited Financial Statements are unavailable at the Annual Filing Date, unaudited financial statements, prepared in accordance with GAAP will be included in the Annual Report. Audited Financial Statements (if any) will be provided pursuant to Section 2(d). Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues with respect to which the Issuer is an "obligated person" (as defined by the Rule), which have been previously filed with each of the National Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events, if material, with respect to the Bonds constitutes a Notice Event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; E-5 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of Bond holders; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; 11. Rating changes on the Bonds; and 12. Failure to provide annual financial information as required. The Issuer shall promptly notify the Disclosure Dissemination Agent in writing upon the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c). Such notice shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within five business days of receipt of such notice, instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the State Depository (if any) and (i) each National Repository, or (ii) the MSRB. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the full name of the Bonds and the 9 -digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate E-6 exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Reports. (a) The Issuer may instruct the Disclosure Dissemination Agent to file information with the Repositories, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a "Voluntary Report"). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice. SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the Iegal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification, L.L.C. as the initial exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days' prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to those expressly stated herein. SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer E-7 has provided such information to the Disclosure Dissemination Agent= as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. TO THE EXTENT PERMITTED BY LAW, THE ISSUER AGREES TO INDEMNIFY AND SAVE THE DISCLOSURE DISSEMINATION AGENT AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS AGAINST ANY LOSS, EXPENSE AND LIABILITIES WHICH THEY MAY INCUR ARISING OUT OF OR IN THE EXERCISE OR PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES (INCLUDING ATTORNEYS FEES) OF DEFENDING AGAINST ANY CLAIM OF LIABILITY, BUT EXCLUDING LIABILITIES DUE TO THE DISCLOSURE DISSEMINATION AGENT'S NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and the Disclosure Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The fees and expenses of such counsel shall be payable by the Issuer. SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer nor the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. LO:3 SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee of the Bonds, the Disclosure Dissemination Agent, the Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 14. Governing Law. This Disclosure Agreement shall be governed by the laws of the State of New York (other than with respect to conflicts of laws). SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Remainder of page intentionally left blank.] E-9 The Disclosure Dissemination Agent, the Issuer and the Department have caused this Continuing Disclosure Agreement to be executed, on the date first written above, by their respective officers duly _ authorized. DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Disclosure Dissemination Agent M Name: Title: THE CITY OF MIAMI, FLORIDA as Issuer By: Name: Pedro G. Hernandez Title: City Manager THE DEPARTMENT OF OFF-STREET PARKING as Issuer M Name: Arthur Noriega, V. Title: Chief Executive Officer E-10 EXHIBIT A NAME AND CUSIP NUMBERS OF BONDS Name of Issuer: City of Miami, Florida Obligated Person(s): City of Miami, Florida- Department of Off -Street Parking Name of Bond Issue: Parking System Revenue and Revenue Refunding Bonds Series 2009 Date of Issuance: 2009 Date of Official Statement: 2009 Maturity Principal (October 1) Amount Interest Rate E-11 Initial CUSIP Yield Price Number EXHIBIT B NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of Miami, Florida Obligated Person(s): City of Miami, Florida- Department of Off -Street Parking Name of Bond Issue: Parking System Revenue and Revenue Refunding Bonds Series 2009 Date of Issuance: 2009 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the above-named Bonds as required by the Disclosure Agreement, dated as of between the Issuer and Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent. The Issuer has notified the Disclosure Dissemination Agent that it anticipates that the Annual Report will be filed by Dated: cc: Issuer Obligated Person Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the Issuer E-12 EXHIBIT C EVENT NOTICE COVER SHEET This cover sheet and material event notice will be sent to all Nationally Recognized Municipal Securities Information Repositories, and any State Information Depository, if applicable, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) of the bonds to which this material event notice relates: Number of pages of attached: Description of Material Event Notice (Check One): 1. _Principal and interest payment delinquencies 2. —Non -Payment related defaults 3. _Unscheduled draws on debt service reserves reflecting financial difficulties 4. _Unscheduled draws on credit enhancements reflecting financial difficulties 5. _Substitution of credit or liquidity providers, or their failure to perform 6. _Adverse tax opinions or events affecting the tax-exempt status of the security 7. _Modifications to rights of securities holders 8. _Bond calls 9. _Defeasances 10. _Release, substitution, or sale of property securing repayment of the securities 11. _Rating changes 12. _ Failure to provide annual financial information as required 13. _Other material event notice (specify) I hereby represent that I am authorized by the issuer or its agent to distribute this information publicly: Signature: Name: Employer: Digital Assurance Certification, L.L.C. Address: City, State, Zip Code: Voice Telephone Number: Title: Please print the material event notice attached to this cover sheet in 10 -point type or larger. The cover sheet and notice may be faxed to the MSRB at (703) 683-1930 or sent to CDINet, Municipal Securities Rulemaking Board, 1900 Duke Street, Suite 600, Alexandria, VA 22314. Contact the MSRB at (703) 797-6600 with questions regarding this form or the dissemination of this notice. EXHIBIT F DISCLOSURE DISSEMINATION AGENT AGREEMENT F-1 DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of 2009, is executed and delivered by the City of Miami, Florida (the "Issuer") and its Department of Off -Street Parking (the "Department") and Digital Assurance Certification, L.L.C., as the initial exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" or "DAC') for the benefit of the Holders (hereinafter defined) of the Bonds (hereinafter defined) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United States Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the "Rule'). SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined). The capitalized terms shall have the following meanings: "Annual Report" means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. "Annual Filing Date" means the date, set in Sections 2(a) and 2(f), by which the Annual Report is to be filed with the Repositories. "Annual Financial Information" means annual financial information as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(a) of this Disclosure Agreement. "Audited Financial Statements" means the financial statements (if any) of the Issuer for the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement. "Bonds" means the bonds as listed on the attached Exhibit A, with the 9 -digit CUSIP numbers relating thereto. "Certification" means a written certification of compliance signed by the Disclosure Representative stating that the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statements, Voluntary Report or Notice Event notice required to be submitted to the Repositories under this Disclosure Agreement. A Certification shall accompany each such document submitted to the Disclosure Dissemination Agent by the Issuer and include the full name of the Bonds and the 9 -digit CUSIP numbers for all Bonds to which the document applies. "Department" means the Department of Off -Street Parking of the Issuer. "Disclosure Representative" means the Finance Director for the Department or his designee, the Finance Director of the Issuer or his or her designee, or such other person as the Issuer shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. "Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the Issuer pursuant to Section 9 hereof. "Holder" means any person (a) having the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any Bonds for federal income tax purposes. "Information" means the Annual Financial Information, the Audited Financial Statements (if any) the Notice Event notices, and the Voluntary Reports. "Notice Event" means an event listed in Section 4(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "National Repository' means any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The list of National Repositories maintained by the United States Securities and Exchange Commission shall be conclusive for purposes of determining National Repositories. Currently, the following are National Repositories: 1. DPC Data Inc. One Executive Drive Fort Lee, New Jersey 07024 (201) 346-0701 (phone) (201) 947-0107 (fax) Email: nrmsir@dpcdata.com 2. Interactive Data Pricing and Reference Data, Inc. Attn: NRMSIR 100 Williams Street, 15th Floor New York, New York 10038 (212) 771-6999 (phone); (800) 689-8466 (212) 771-7390 Email: NRMSIR@interactivedata.com 3. Bloomberg Municipal Repositories 100 Business Park Drive Skillman, New Jersey 08558 (609) 279-3225 (phone) (609) 279-5962 (fax) Email: Munis@Bloomberg.com 4. Standard & Poor's Securities Evaluations, Inc. 55 Water Street 4511, Floor New York, New York 10041 (212) 438-4595 (phone) (212) 438-3975 (fax) Email: nrmsir_repository@sandp.com "Official Statement" means that Official Statement prepared by the Issuer in connection with the Bonds, as listed on Exhibit A. "Repository" means the MSRB, each National Repository and the State Depository (if any). "State Depository" means any public or private depository or entity designated by the State of Florida as a state information depository (if any) for the purpose of the Rule. The list of state information depositories maintained by the United States Securities and Exchange Commission shall be conclusive as to the existence of a State Depository. Currently there is no State Repository established for the State of Florida. "Voluntary Report" means the information provided to the Disclosure Dissemination Agent by the Issuer pursuant to Section 7. SECTION 2. Provision of Annual Reports. (a) The Issuer shall provide, annually, an electronic copy of the Annual Report and Certification to the Disclosure Dissemination Agent, together with a copy for the Trustee, not later than 30 days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Annual Report and the Certification, the Disclosure Dissemination Agent shall provide a copy Annual Report to each National Repository and the State Depository (if any) not later than June 30 of each year, commencing with the fiscal year ending September 30, 2009. Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the Issuer of its undertaking to provide the Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date, or (ii) instruct the Disclosure Dissemination Agent in writing that the Issuer will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Notice Event as described in Section 4(a)(12) has occurred and to immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as Exhibit B. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 12:00 noon on the first business day following the Annual Filing Date for the Annual Report, a Notice Event described in Section 4(a)(12) shall have occurred and the Issuer irrevocably directs the Disclosure Dissemination Agent to immediately send a notice to each National Repository or the MSRB and the State Depository (if any) in substantially the form attached as Exhibit B. (d) If Audited Financial Statements of the Issuer are prepared but not available prior to the Annual Filing Date, the Issuer shall, when the Audited Financial Statements are available, provide in a timely manner an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certificate, for filing with each National Repository and the State Depository (if any). (e) The Disclosure Dissemination Agent shall: (i) determine the name and address of each Repository each year prior to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Section 2(a) with each National Repository, and the State Depository (if any); (iii) upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with each National Repository, and the State Depository (if any); (iv) upon receipt, promptly file the text of each disclosure to be made with each National Repository or the MSRB and the State Depository (if any) together with a completed copy of the MSRB Material Event Notice Cover Sheet in the form attached as Exhibit C, describing the event by checking the box indicated below when filing pursuant to the Section of this Disclosure Agreement indicated: 1. "Principal and interest payment delinquencies," pursuant to Sections 4(c) and 4(a)(1); 2. "Non -Payment related defaults," pursuant to Sections 4(c) and 4(a)(2); 3. "Unscheduled draws on debt service reserves reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(3); 4. "Unscheduled draws on credit enhancements reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(4); 5. "Substitution of credit or liquidity providers, or their failure to perform," pursuant to Sections 4(c) and 4(a)(5); 6. "Adverse tax opinions or events affecting the tax-exempt status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders," pursuant to Sections 4(c) and 4(a)(7); 8. `Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 4(a)(9); 10. "Release, substitution, or sale of property securing repayment of the securities," pursuant to Sections 4(c) and 4(a)(10); 11. "Ratings changes," pursuant to Sections 4(c) and 4(a)(11); 12. "Failure to provide annual financial information as required," pursuant to Section 2(b)(ii) or Section 2(c), together with a completed copy of Exhibit B to this Disclosure Agreement; 13. "Other material event notice (specify)," pursuant to Section 7 of this Agreement, together with the summary description provided by the Disclosure Representative. (v) provide the Issuer evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (f) The Issuer may adjust the Annual Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent, Trustee (if any) and the Repositories, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. SECTION 3. Content of Annual Reports. (a) Each Annual Report shall contain Annual Financial Information with respect to the Issuer (and the Department), including the information in the tables provided in "APPENDIX B" to the Official Statement providing: a) The total number of parking spaces contained within the Parking System for the prior fiscal year. b) The principal facilities owned and operated by the Department for the prior fiscal year. C) Parking System Rates and Charges for the prior fiscal year. d) Statement of Revenue and Expenses as presented in the table for the prior fiscal year. (b) Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") as described in the Official Statement will be included in the Annual Report. If such Audited Financial Statements are unavailable at the Annual Filing Date, unaudited financial statements, prepared in accordance with GAAP will be included in the Annual Report. Audited Financial Statements (if any) will be provided pursuant to Section 2(d). Any or all of the items listed above may be included by specific reference from other documents, including official statements of debt issues with respect to which the Issuer is an "obligated person" (as defined by the Rule), which have been previously filed with each of the National Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSRB. The Issuer will clearly identify each such document so incorporated by reference. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events, if material, with respect to the Bonds constitutes a Notice Event: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements relating to the Bonds reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds; 7. Modifications to rights of Bond holders; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; 11. Rating changes on the Bonds; and 12. Failure to provide annual financial information as required. The Issuer shall promptly notify the Disclosure Dissemination Agent in writing upon the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c). Such notice shall be accompanied with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. (b) The Disclosure Dissemination Agent is under no obligation to notify the Issuer or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within five business days of receipt of such notice, instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with the text of the disclosure that the Issuer desires to make, the written authorization of the Issuer for the Disclosure Dissemination Agent to disseminate such information, and the date the Issuer desires for the Disclosure Dissemination Agent to disseminate the information. (c) If the Disclosure Dissemination Agent has been instructed by the Issuer as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence of a Notice Event, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the State Depository (if any) and (i) each National Repository, or (ii) the MSRB. SECTION 5. CUSIP Numbers. Whenever providing information to the Disclosure Dissemination Agent, including but not limited to Annual Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, and Voluntary Reports filed pursuant to Section 7(a), the Issuer shall indicate the full name of the Bonds and the 9 -digit CUSIP numbers for the Bonds as to which the provided information relates. SECTION 6. Additional Disclosure Obligations. The Issuer acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and Rule 10b-5 promulgated under the Securities Exchange Act of 1934, may apply to the Issuer, and that the failure of the Disclosure Dissemination Agent to so advise the Issuer shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement. The Issuer acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7. Voluntary Reports. (a) The Issuer may instruct the Disclosure Dissemination Agent to file information with the Repositories, from time to time pursuant to a Certification of the Disclosure Representative accompanying such information (a "Voluntary Report"). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information through the Disclosure Dissemination Agent using the means of dissemination set forth in this Disclosure Agreement or including any other information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice, in addition to that required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice. SECTION 8. Termination of Reporting Obligation. The obligations of the Issuer and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all of the Bonds, when the Issuer is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9. Disclosure Dissemination Agent. The Issuer has appointed Digital Assurance Certification, L.L.C. as the initial exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The Issuer may, upon thirty days written notice to the Disclosure Dissemination Agent and the Trustee, replace or appoint a successor Disclosure Dissemination Agent. Upon termination of DAC's services as Disclosure Dissemination Agent, whether by notice of the Issuer or DAC, the Issuer agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement for the benefit of the Holders of the Bonds. Notwithstanding any replacement or appointment of a successor, the Issuer shall remain liable until payment in full for any and all sums owed and payable to the Disclosure Dissemination Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days' prior written notice to the Issuer. SECTION 10. Remedies in Event of Default. In the event of a failure of the Issuer or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders' rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall be limited to those expressly stated herein. SECTION 11. Duties, Immunities and Liabilities of Disclosure Dissemination Agent. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall be limited to the extent the Issuer has provided such information to the Disclosure Dissemination Agent as required by this Disclosure Agreement. The Disclosure Dissemination Agent shall have no duty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any information or any other information, disclosures or notices provided to it by the Issuer and shall not be deemed to be acting in any fiduciary capacity for the Issuer, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the Issuer's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to determine, or liability for failing to determine, whether the Issuer has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon certifications of the Issuer at all times. TO THE EXTENT PERMITTED BY LAW, THE ISSUER AGREES TO INDEMNIFY AND SAVE THE DISCLOSURE DISSEMINATION AGENT AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS AGAINST ANY LOSS, EXPENSE AND LIABILITIES WHICH THEY MAY INCUR ARISING OUT OF OR IN THE EXERCISE OR PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES (INCLUDING ATTORNEYS FEES) OF DEFENDING AGAINST ANY CLAIM OF LIABILITY, BUT EXCLUDING LIABILITIES DUE TO THE DISCLOSURE DISSEMINATION AGENT'S NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of the Issuer under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) The Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and the Disclosure Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith upon the advice of such legal counsel. The fees .and' expenses of such counsel shall be payable by the Issuer. SECTION 12. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer and the Disclosure Dissemination Agent may amend this Disclosure Agreement and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the Issuer and the Disclosure Dissemination Agent to the effect that such amendment or waiver does not materially impair the interests of Holders of the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the Issuer nor the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreement necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the Issuer. No such amendment shall become effective if the Issuer shall, within 10 days following the giving of such notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Trustee of the Bonds, the Disclosure Dissemination Agent, the Underwriters, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 14, Governing Law. This Disclosure Agreement shall be governed by the laws of the State of New York (other than with respect to conflicts of laws). SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [Remainder of page intentionally left blank.] The Disclosure Dissemination Agent, the Issuer and the Department have caused this Continuing Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Disclosure Dissemination Agent By: Name: Title: THE CITY OF MIAMI, FLORIDA as Issuer By: Name: Pedro G. Hernandez Title: City Manager THE DEPARTMENT OF OFF-STREET PARKING as Issuer Name: Arthur Noriega, V. Title: Chief Executive Officer