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Home My WebLink AboutLegislationFile Number: 09-00992 Final Action Date: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENT(S), SUPPLEMENTING RESOLUTION NO. 07-0586, ADOPTED BY THE CITY COMMISSION ON OCTOBER 11, 2007, RELATING TO THE ISSUANCE BY THE CITY FROM TIME TO TIME OF CERTAIN SPECIAL OBLIGATION BONDS PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07-0586 AND NOT DERIVED FROM AD VALOREM TAXES; PROVIDING FOR THE ISSUANCE OF AN ADDITIONAL SERIES OF SUCH SPECIAL OBLIGATION BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $65,000,000, TO BE DESIGNATED CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2009 (STREET AND SIDEWALK IMPROVEMENT PROGRAM) ("SERIES 2009 BONDS"), FOR THE PURPOSES OF (i) FINANCING THE COSTS OF ACQUISITION, CONSTRUCTION AND IMPROVEMENTS TO CERTAIN ROADWAYS AND STREETSCAPES AS DESCRIBED HEREIN, (ii) FUNDING A DEPOSIT TO THE RESERVE ACCOUNT FOR THE SERIES 2009 BONDS, AND (iii) PAYING THE COSTS OF ISSUANCE OF THE SERIES 2009 BONDS; PROVIDING THAT THE SERIES 2009 BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, OR A PLEDGE OF THE CITY'S FULL FAITH AND CREDIT, BUT SHALL BE PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07-0586 AND NOT DERIVED FROM AD VALOREM TAXES; PROVIDING THAT THE SERIES 2009 BONDS MAY BE ISSUED IN ONE OR MORE TAX-EXEMPT OR TAXABLE SUBSERIES; DELEGATING TO THE CITY MANAGER AUTHORITY TO DETERMINE THE TERMS OF THE SERIES 2009 BONDS WITHIN PRESCRIBED PARAMETERS; DESIGNATING A SERIES 2009 BOND REGISTRAR AND PAYING AGENT FOR THE SERIES 2009 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND BOND REGISTRAR AGREEMENT; FINDING NECESSITY FOR A NEGOTIATED SALE OF THE SERIES 2009 BONDS; APPROVING THE FORM OF AND AUTHORIZING EXECUTION AND DELIVERY OF A SERIES 2009 BOND PURCHASE CONTRACT; APPROVING THE FORM OF AND AUTHORIZING DISTRIBUTION OF A City of Miami Printed On: 9/29/2009 City Hall City of Miami 3500 Pan American Drive ,. f X44. Miami, FL 33133 www.miamigov_com ' "''.°"" G-� Legislation Resolution File Number: 09-00992 Final Action Date: A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENT(S), SUPPLEMENTING RESOLUTION NO. 07-0586, ADOPTED BY THE CITY COMMISSION ON OCTOBER 11, 2007, RELATING TO THE ISSUANCE BY THE CITY FROM TIME TO TIME OF CERTAIN SPECIAL OBLIGATION BONDS PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07-0586 AND NOT DERIVED FROM AD VALOREM TAXES; PROVIDING FOR THE ISSUANCE OF AN ADDITIONAL SERIES OF SUCH SPECIAL OBLIGATION BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $65,000,000, TO BE DESIGNATED CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION BONDS, SERIES 2009 (STREET AND SIDEWALK IMPROVEMENT PROGRAM) ("SERIES 2009 BONDS"), FOR THE PURPOSES OF (i) FINANCING THE COSTS OF ACQUISITION, CONSTRUCTION AND IMPROVEMENTS TO CERTAIN ROADWAYS AND STREETSCAPES AS DESCRIBED HEREIN, (ii) FUNDING A DEPOSIT TO THE RESERVE ACCOUNT FOR THE SERIES 2009 BONDS, AND (iii) PAYING THE COSTS OF ISSUANCE OF THE SERIES 2009 BONDS; PROVIDING THAT THE SERIES 2009 BONDS SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION, OR A PLEDGE OF THE CITY'S FULL FAITH AND CREDIT, BUT SHALL BE PAYABLE AS TO PRINCIPAL AND INTEREST SOLELY FROM THE PROCEEDS OF CERTAIN DESIGNATED REVENUES DESCRIBED IN RESOLUTION NO. 07-0586 AND NOT DERIVED FROM AD VALOREM TAXES; PROVIDING THAT THE SERIES 2009 BONDS MAY BE ISSUED IN ONE OR MORE TAX-EXEMPT OR TAXABLE SUBSERIES; DELEGATING TO THE CITY MANAGER AUTHORITY TO DETERMINE THE TERMS OF THE SERIES 2009 BONDS WITHIN PRESCRIBED PARAMETERS; DESIGNATING A SERIES 2009 BOND REGISTRAR AND PAYING AGENT FOR THE SERIES 2009 BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND BOND REGISTRAR AGREEMENT; FINDING NECESSITY FOR A NEGOTIATED SALE OF THE SERIES 2009 BONDS; APPROVING THE FORM OF AND AUTHORIZING EXECUTION AND DELIVERY OF A SERIES 2009 BOND PURCHASE CONTRACT; APPROVING THE FORM OF AND AUTHORIZING DISTRIBUTION OF A City of Miami Printed On: 9/29/2009 PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT RELATING TO THE SERIES 2009 BONDS; AUTHORIZING THE CITY MANAGER TO NEGOTIATE FOR AND OBTAIN CREDIT FACILITIES AND RESERVE ACCOUNT CREDIT FACILITIES AND TO EXECUTE AGREEMENTS RELATING THERETO WITH RESPECT TO THE SERIES 2009 BONDS; PROVIDING FOR A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT TO THE SERIES 2009 BONDS; MAKING CERTAIN COVENANTS AND AGREEMENTS FOR THE BENEFIT OF THE HOLDERS OF THE SERIES 2009 BONDS; AUTHORIZING CITY OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2009 BONDS; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (the "City") has adopted a plan for construction of certain improvements to various streets and sidewalks within the City; WHEREAS, pursuant to the Constitution and laws of the State of Florida, including Chapter 166, Part II, Florida Statutes, and the City of Miami Charter, the City is authorized to issue its special obligation bonds to pay the cost of acquisition, construction and improvements to certain roadways, streetscapes and related appurtenances within the City and to authorize the issuance of special obligation bonds and special obligation refunding bonds under certain conditions; WHEREAS, on October 11, 2007, the City Commission of the City (the "City Commission") adopted Resolution No. 07-0586 (the "Original Resolution") to provide, among other things, for the issuance from time to time of special obligation bonds to finance or refinance the acquisition, construction and improvements of certain roadways, streetscapes and related appurtenances within the City and to pledge for the payment of such special obligation bonds, the Designated Revenues (as defined in the Original Resolution); WHEREAS, on December 5, 2007, pursuant to the Original Resolution, the City issued its first series of special obligation bonds designated as Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Series 2007 Bonds"), in the aggregate principal amount of $80,000,000; WHEREAS, the City desires to issue an additional series of special obligation bonds to be designated as City of Miami, Florida Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program) (the "Series 2009 Bonds"), in an aggregate principal amount not exceeding $65,000,000, for the purposes of (i) financing the costs of acquisition, construction and improvements to certain roadways, streetscapes and related appurtenances within the City as described herein, (ii) funding a deposit to the reserve account for the Series 2009 Bonds, and (iii) paying the costs of issuance of the Series 2009 Bonds; WHEREAS, the Series 2009 Bonds will be issued in accordance with Section 209 of the Original Resolution, will constitute Additional Bonds within the meaning of the Original City of Miami Printed On: 9/29/2009 Resolution and will be payable solely from and secured by the Designated Revenues on a parity with the City's outstanding Series 2007 Bonds; WHEREAS, based on the findings set forth in this Series Resolution, the City Commission of the City deems it in the best financial interests of the City that the Series 2009 Bonds be sold by negotiated sale to the Underwriters (hereinafter defined) on such date and at such time as set forth in the Bond Purchase Contract (hereinafter defined) authorized by this Series Resolution, and to, among other things, authorize the distribution and use of a preliminary official statement and to authorize the distribution, use, execution and delivery of a final official statement relating to the Series 2009 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Printed On: 9/29/2009 Table of Contents Page ARTICLE I DEFINITIONS Section 101 Incorporation of Recitals......................................................................................... 1 Section 102 Meaning of Words and Terms................................................................................ 1 Section 103 Interpretations......................................................................................................... 3 Section 104 Resolution Constitutes Contract............................................................................. 3 ARTICLE II DETAILS OF SERIES 2009 BONDS; ISSUANCE OF SERIES 2009 BONDS Section 201 Limitation on Issuance of Series 2009 Bonds......................................................... 4 Section 202 Form of Series 2009 Bonds..................................................................................... 4 Section 203 Details of Series 2009 Bonds.................................................................................. 4 Section 204 Authentication of Series 2009 Bonds..................................................................... 5 Section 205 Exchange of Series 2009 Bonds............................................................................. 5 Section 206 Registration of Transfer of Series 2009 Bonds ....................................................... 5 Section 207 Ownership of Series 2009 Bonds............................................................................ 6 Section 208 Issuance and Details of the Series 2009 Bonds ..................................................... 6 Section 209 Temporary Series 2009 Bonds.............................................................................. 12 Section 210 Mutilated, Destroyed, Stolen or Lost Bonds......................................................... 12 Section 211 Book -Entry Only System...................................................................................... 13 ARTICLE III REDEMPTION OF SERIES 2009 BONDS Section 301 Redemption of Series 2009 Bonds........................................................................ 16 Section 302 Selection of Series 2009 Bonds to be Redeemed .................................................. 16 Section 303 Redemption Notice............................................................................................... 16 Section 304 Effect of Calling for Redemption......................................................................... 18 Section 305 Redemption of Portion of Series 2009 Bonds ....................................................... 19 Section306 Cancellation.......................................................................................................... 19 ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF Section 401 Series 2009 Bonds not to be Indebtedness of City ............................................... 20 Section 402 Security for Series 2009 Bonds............................................................................. 20 Section 403 Additional Security............................................................................................... 20 Section 404 Application of Provisions of Original Resolution ................................................ 20 Section 405 Series 2009 Reserve Account............................................................................... 21 City of Miami I Printed On: 9/29/2009 Section 406 Series 2009 Project Account................................................................................. 21 ARTICLE V EXECUTION OF INSTRUMENTS BY HOLDERS AND PROOF OF OWNERSHIP OF SERIES 209 BONDS Section 501 Execution of Instruments by Holders; Proof of Ownership .................................. 22 ARTICLE VI MISCELLANEOUS PROVISIONS Section 601 Effect of Covenants............................................................................................... 23 Section 602 Successorship of City Officers........................................................ ...................... 23 Section 603 Successorship of Paying Agent and Bond Registrar ............................................. 23 Section 604 Manner of Giving Notice...................................................................................... 23 Section 605 Substitute Mailing................................................................................................. 24 Section 606 Parties Who Have Rights under Resolution.......................................................... 24 Section 607 Effect of Partial Invalidity.................................................................................... 25 Section 608 Florida Law Controls............................................................................................ 25 Section 609 No Recourse Against Members, Officers or Employees of City .......................... 25 Section 610 Expenses Payable under Resolution..................................................................... 25 Section 611 Payments Due on Sundays and Holidays.............................................................. 25 Section612 Headings............................................................................................................... 26 Section 613 Further Authority..................................................................................................26 Section 614 Repeal of Inconsistent Resolutions....................................................................... 26 Section 615 Effective Date....................................................................................................... 26 Exhibit A — Series 2009 Bond Form Exhibit B — Series 2009 Project Exhibit C — Paying Agent and Bond Registrar Agreement Exhibit D — Bond Purchase Contract Exhibit E — Preliminary Official Statement Exhibit F — Continuing Disclosure Agreement City of Miami Printed On: 9/29/2009 ARTICLE I DEFINITIONS Section 101 Incorporation of Recitals. The City Commission hereby finds and determines and does hereby incorporate as part of this Series Resolution the matters set forth in the foregoing recitals. Section 102 Meaning of Words and Terms. Capitalized terms used in this Series Resolution but not defined herein shall have the respective meanings assigned to such term in the Original Resolution. In addition to words and terms elsewhere defined in this Series Resolution and in the Original Resolution, the following words and terms as used in this Series Resolution shall have the following meanings, unless some other meaning is plainly intended: "Bond Purchase Contract" means the Bond Purchase Contract between the City and the Underwriters in the form authorized pursuant to Section 208(i) hereof. "Bond Registrar" means initially TD Bank, National Association and thereafter, the City or any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Series 2009 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the Series 2009 Bonds. "Bond Year" means the period commencing the second day of January in each year and ending on the first day of January of the following year. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks are open for business in the State and in New York, New York and on which the New York Stock Exchange is open. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or any Assistant City Attorney designated by the City Attorney to act on the City Attorney's behalf or any person succeeding to the principal functions of the office. "City Clerk" means the City Clerk of the City or any Deputy City Clerk designated by the City Clerk to act on the City Clerk's behalf or any person succeeding to the principal functions of the office. "City Commission" means the City Commission of the City. "City Manager" means the City Manager, or any Assistant City Manager designated by the City Manager to act on the City Manager's behalf, or the officer or officers succeeding to the principal functions of that office. "County" means Miami -Dade County, Florida. City of Miami Printed On: 9/29/2009 "Finance Director" means the Finance Director of the City or any person designated to act on the Finance Director's behalf, or the officer or officers succeeding to his/her principal functions. "Fiscal Year" means the fiscal year of the City. "Holder," "Owner," "Registered Owner" or "Bondholder" means a person in whose name a Series 2009 Bond (or one or more Predecessor Bonds) is registered in the registration books provided for in Section 206 of this Series Resolution. "Interest Payment Date" means, when the dates specified herein on which interest is stated to be due thereon, and any date on which interest becomes due thereon on account of the early redemption thereof or on account of the happening of an event which, under the terms of such Series 2009 Bonds, requires a payment of interest to be made thereon. "Mayor" means the Mayor of the City or in his absence or inability to perform such member of the City Commission designated by the Mayor to act in the Mayor's behalf or any person succeeding to the principal function of the office of Mayor. "Original Resolution" means Resolution No. 07-0586 adopted by the City Commission on October 11, 2007. "Parity Obligations" means the Series 2007 Bonds. "Paying Agent" means initially TD Bank, National Association and thereafter, the City or any other agent which is an Authorized Depository, designated from time to time by the City, by resolution, to serve as a Paying Agent for the Series 2009 Bonds issued hereunder that shall have agreed to arrange for the timely payment of the Principal of, redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds to the registered owners thereof, from funds made available therefor by the City. "Predecessor Bonds" of any particular Bond means every previous Bond evidencing all or a portion of the same debt as that evidenced by such particular Bond. For purposes of this definition, any Series 2009 Bond authenticated and delivered under Section 209 of this Series Resolution in lieu of a mutilated, destroyed, stolen or lost Bond shall be deemed to evidence the same debt as the mutilated, destroyed, stolen or lost Bond. "Record Date" means, for the Series 2009 Bonds, the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date. "Resolution" means the Original Resolution , as supplemented by this Series Resolution, and as amended and supplemented from time to time in accordance with the provisions of the Original Resolution. "Series 2007 Bonds" means the outstanding City of Miami, Florida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program), issued pursuant to the Original Resolution. City of Miami Printed On: 9/29/2009 "Series 2009 Bonds" means the bonds authorized by Section 208 of this Series Resolution, the proceeds of which, together with other available moneys, will be used, among other things, to pay the cost of the Series 2009 Project. "Series 2009 Project" means the acquisition, construction and improvements to certain roadways and streetscapes as more particularly described in Exhibit `B" attached hereto. "Series 2009 Project Account" means the special account for the payment of the Costs of the Series 2009 Project, to be established in the Construction Fund pursuant to the Original Resolution and Section 406 of this Series Resolution. "Series 2009 Reserve Account" means the special account to be established in the Reserve Fund pursuant to the Original Resolution and Section 405 of this Series Resolution for the benefit of the Series 2009 Bonds. "State" means the State of Florida. "Underwriters" means, collectively, Merrill Lynch & Co., Inc., Raymond James & Associates, Inc., RBC Capital Markets, Morgan Keegan & Company, Inc., and Goldman, Sachs & Co. Section 103 Interpretations. Unless the context shall otherwise indicate, the words "Bond", "owner", "holder" and "person" (whether or not such words are capitalized) shall include the plural as well as the singular number, the word "person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof, and the words "holder", "bondholder" and "registered owner" (whether or not such words are capitalized) when used herein with respect to Bonds issued hereunder shall mean the Holder or registered owner, as the case may be, of Series 2009 Bonds at the time issued and Outstanding hereunder. Section 104 Resolution Constitutes Contract. In consideration of the acceptance of the Series 2009 Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Series Resolution and any resolution adopted pursuant hereto shall be deemed to be and shall constitute a contract between the City and such Series 2009 Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Series 2009 Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Series 2009 Bonds over any other thereof except as expressly provided therein and herein. [End Of Article I] City of Miami Printed On: 9/29/2009 ARTICLE II DETAILS OF SERIES 2009 BONDS; ISSUANCE OF SERIES 2009 BONDS Section 201 Limitation on Issuance of Series 2009 Bonds. No Series 2009 Bonds may be issued under the provisions of this Series Resolution except in accordance with the provisions of this Article. Section 202 Form of Series 2009 Bonds. All definitive Series 2009 Bonds are issuable as fully registered Series 2009 Bonds in substantially the form set forth in Exhibit "A" hereto, and in denominations as set forth herein. All 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 of any securities exchange on which the Series 2009 Bonds may be listed or any usage or requirement of law with respect thereto. Section 203 Details of Series 2009 Bonds. The City may issue Series 2009 Bonds hereunder in the form of Current Interest Bonds and Capital Appreciation Bonds. Each Series 2009 Bond shall be issued as part of the Series 2009 Bonds, shall be dated, shall have such Interest Payment Dates, shall bear interest from such date or dates and at such rate or rates until the maturity thereof, payable on such Interest Payment Dates, and shall be stated to mature (subject to the right of prior redemption), all as stated herein. Each Series 2009 Bond shall bear interest from the date on which it is authenticated; provided, however, that if at the time of authentication of any Series 2009 Bond interest is in default, such Series 2009 Bond shall bear interest from the date to which interest has been paid. The Bonds shall be executed with the signatures or facsimile signatures of the City Manager and City Clerk and a facsimile of the official seal of the City shall be impressed or imprinted thereon. In case any officer whose signature or a facsimile of whose signature shall appear on any Series 2009 Bonds shall cease to be such officer before the delivery of such Series 2009 Bonds, such signature or such facsimile shall nevertheless be valid and sufficient for all purposes the same as if such person had remained in office until such delivery, and also any Series 2009 Bonds may bear the facsimile signatures of, or may be signed by, such persons as at the actual time of the execution of such Series 2009 Bonds shall be the proper officers to sign such Series 2009 Bonds although at the date of such Series 2009 Bonds such persons may not have been such officers. Both the Principal of and the interest (with respect to Current Interest Bonds) on the Series 2009 Bonds shall be payable in any coin or currency of the United States of America which is legal tender on the respective dates of payment thereof for the payment of public and private debts. The Principal of all Series 2009 Bonds shall be payable at the designated corporate trust office of the Bond Registrar upon the presentation and surrender of such Series 2009 Bonds as the same shall become due and payable. Interest (with respect to Current Interest Bonds) on any Series 2009 Bond is payable on any Interest Payment Date by check or draft mailed to the person in whose name that Bond (or City of Miami Printed On: 9/29/2009 one or more Predecessor Bonds) is registered at the close of business on the Record Date for such Interest Payment Date; provided, however, that the Holder of Series 2009 Bonds in an aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer to such Holder to the bank account number on file with the Paying Agent, upon written request to the Paying Agent received prior to the Record Date preceding any Interest Payment Date, which written request shall specify the bank (which shall be a bank within the continental United States) and bank account number to which interest payinents are to be wired. Any such request for interest payments by wire transfer shall remain in effect until rescinded or changed by written notice to the Paying Agent received prior to the Record Date preceding any Interest Payment Date, Section 204 Authentication of Series 2009 Bonds. Only such Series 2009 Bonds as shall have endorsed thereon a certificate of authentication duly executed by the Bond Registrar shall be entitled to any benefit or security under this Series Resolution. No Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication on the Series 2009 Bond shall have been duly executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2009 Bond shall be conclusive evidence that such Series 2009 Bond has been duly authenticated and delivered under this Series Resolution. The Bond Registrar's certificate of authentication on any Series 2009 Bond shall be deemed to have been duly executed if signed by an authorized signatory of the Bond Registrar, but it shall not be necessary that the same signatory sign the certificate of authentication on all of the Series 2009 Bonds that may be issued hereunder at any one time. Section 205 Exchange of Series 2009 Bonds. Bonds, upon surrender thereof at the designated office of the Bond Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar, may, at the option of the Holder thereof, be exchanged for an equal aggregate principal amount of Series 2009 Bonds of the same maturity, of any denomination or denominations authorized by this Series Resolution and bearing interest at the same rate as the registered Series 2009 Bonds surrendered for exchange. Section 206 Registration of Transfer of Series 2009 Bonds. The Bond Registrar shall keep books for the registration, exchange and registration of transfer of Series 2009 Bonds as provided in this Series Resolution. The Bond Registrar shall evidence acceptance of the duties, obligations and responsibilities of Bond Registrar by execution of the certificate of authentication on the Series 2009 Bonds. The transfer of any Series 2009 Bond may be registered only upon the books kept for the registration of transfer of Series 2009 Bonds upon surrender of such Series 2009 Bond to the Bond Registrar, together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shall be satisfactory to the Bond Registrar. Upon any such exchange or registration of transfer, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver in exchange for such Series 2009 Bond a new registered Bond or Bonds, registered in the name of the transferee, of any denomination or denominations authorized by this Series Resolution, in the City of Miami Printed On: 9/29/2009 aggregate principal amount equal to the principal amount of such Series 2009 Bond surrendered, of the same maturity and bearing interest at the same rate. In all cases in which Bonds shall be exchanged or the transfer of Series 2009 Bonds shall be registered hereunder, the City shall execute (in the manner provided in Section 203 hereof) and the Bond Registrar shall authenticate and deliver at the earliest practicable time Bonds in accordance with the provisions of this Series Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by the Bond Registrar. No service charge shall be made for any registration of transfer or exchange of Series 2009 Bonds, but the City and the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Series 2009 Bonds. The Bond Registrar shall not be required (i) to register the transfer of or to exchange Bonds during a period beginning at the opening of business fifteen (15) days before the day of mailing of a notice of redemption of Series 2009 Bonds under this Series Resolution and ending at the close of business on the day of such mailing or (ii) to register the transfer of or to exchange any Series 2009 Bond so selected for redemption in whole or in part. Section 207 Ownership of Series 2009 Bonds. The City, any Paying Agent and the Bond Registrar, and any other agent of the City, may treat the person in whose name any Series 2009 Bond is registered on the books of the City kept by the Bond Registrar pursuant to Section 206 hereof as the Holder of such Series 2009 Bond for the purpose of receiving payment of Principal of and redemption premium, if any, and interest (with respect to Current Interest Bonds) on such Series 2009 Bond, and for all other purposes whatsoever, whether such Series 2009 Bond be overdue, and, to the extent permitted by law, neither the City, any Paying Agent, the Bond Registrar nor any such agent shall be affected by any notice to the contrary. Section 208 Issuance and Details of the Series 2009 Bonds. (a) Authorization. There shall be issued under this Series Resolution and secured by the Resolution the Series 2009 Bonds of the City, and this Series Resolution shall be deemed to be the Series Resolution for the Series 2009 Bonds. The Series 2009 Bonds shall be issued in the aggregate principal amount not to exceed Sixty -Five Million Dollars ($65,000,000), with the exact aggregate principal amount of said Series 2009 Bonds to be determined by the City Manager as set forth in the Bond Purchase Contract referred to below. The Series 2009 Bonds shall be issued for the purpose of providing funds, together with other available moneys, to (i) finance the costs of acquisition, construction and improvements to certain roadways and streetscapes as more particularly described in Exhibit `B" hereto (the "Series 2009 Project"), (ii) fund a deposit to the reserve account for the Series 2009 Bonds, and (iii) pay the costs of issuance of the Series 2009 Bonds, including a premium in respect of any Insurance Policy relating to the Series 2009 Bonds. The Series 2009 Bonds shall be designated "City of Miami, Florida Special Obligation Bonds, Series 2009 (Street and Sidewalk Improvement Program)." The Series 2009 Bonds may be issued in one or more tax-exempt or taxable subseries sand any such subseries of Series 2009 Bonds shall be designated with such subseries designation as determined by the City Manager as set forth in the Bond Purchase Contract referred to below. City of Miami Printed On: 9/29/2009 The Series 2009 Bonds shall be executed in the manner set forth in this Series Resolution and shall be deposited with the Bond Registrar for authentication but prior to or simultaneously with the authentication and delivery of the Series 2009 Bonds there shall be filed with the City Manager the following documents and opinions: (i) a copy, certified by the City Clerk, of the Original Resolution and this Series Resolution; (ii) if applicable, a copy, certified by the City Clerk, of the resolution adopted by the City awarding the sale of the Series 2009 Bonds, or the Bond Purchase Contract specifying the interest rate or rates for such Series 2009 Bonds, or if such Series 2009 Bonds are Variable Rate Bonds, the initial interest rate and the manner of determining the interest rates on such Series 2009 Bonds in the future and directing the delivery of such Series 2009 Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein; (iii) a certificate of the Finance Director meeting the requirements of Section 209(c) of the Original Resolution; (iv) an opinion of Bond Counsel to the effect that (i) this Series Resolution has been duly adopted by the City, (ii) the issuance of the Series 2009 Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in the Resolution, for the payment of the Series 2009 Bonds, (iv) such Series 2009 Bonds constitute special obligations of the City payable in accordance with the provisions of the Resolution and (v) the interest (with respect to Current Interest Bonds) on such Series 2009 Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (v) an opinion of the City Attorney to the effect that the issuance of such Series 2009 Bonds has been duly authorized and that all conditions precedent to the delivery of such Series 2009 Bonds have been fulfilled; (vi) a certificate of the Finance Director meeting the requirements of Section 209(f) of the Original Resolution; and (vii) any additional documents or opinions as Bond Counsel, the Underwriters of the Series 2009 Bonds or their counsel may reasonably require. When (i) the documents mentioned above shall have been filed with the City Manager, (ii) the Series 2009 Bonds shall have been executed by the City and authenticated by the Bond Registrar as required by this Series Resolution, and (iii) the Underwriters have paid to the City the purchase price of the Series 2009 Bonds, then the Bond Registrar shall deliver such Series 2009 Bonds at one time to or upon the order of the Underwriters as set forth in the Bond Purchase Contract. City of Miami Printed On: 9/29/2009 The proceeds of the Series 2009 Bonds shall be applied by the City in the manner provided in a certificate of the Finance Director to be delivered prior to or simultaneously with the issuance of the Series 2009 Bonds. (b) Form, Denominations, Date, Interest Rates and Maturities. 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 Resolution, with such appropriate variations, omissions and insertions as may be required therein and approved by the City Manager as set forth in the Bond Purchase Contract. The Series 2009 Bonds shall be issued in denominations of $5,000 (or $5,000 Accreted Value at Maturity with respect to Capital Appreciation Bonds) or any multiple thereof, or such other denominations as determined by the City Manager. The Series 2009 Bonds shall be dated on such date determined by the City Manager and set forth in the Bond Purchase Contract and shall bear interest as provided in Section 203 hereof, unless otherwise determined by the City Manager and set forth in the Bond Purchase Contract. Interest (with respect to Current Interest Bonds) on the Series 2009 Bonds shall be payable semiannually on January 1 and July 1 of each year (or on such other dates determined by the City Manager), commencing on such date as shall be determined by the City Manager. The Series 2009 Bonds shall mature on such date, in such year or years, but not later than the year 2039, shall be issued as either Current Interest Bonds or Capital Appreciation Bonds and as Serial Bonds and/or Term Bonds and, if such Series 2009 Bonds are issued as Term Bonds, be subject to such Amortization Installments by operation of the Bond Amortization Account, may be issued in such tax-exempt or taxable subseries, shall bear interest at such fixed or variable rate or rates, may be subject to mandatory redemption and optional redemption, and optional and mandatory tender for purchase, all as determined by the City Manager and as set forth in the Bond Purchase Contract; provided, however, that the Series 2009 Bonds shall be sold to the Underwriters at not less than ninety-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 (7.5%) per annum. The Series 2009 Bonds shall be numbered consecutively from 1 upward preceded by the letter "R" with respect to Current Interest Bonds, and preceded by the letters "RCA" with respect to Capital Appreciation Bonds. 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 City Manager and set forth in the Bond Purchase Contract, with the execution and delivery of the Bond Purchase Contract by the City Manager and the attestation thereof by the City Clerk 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. The execution and delivery of the Series 2009 Bonds substantially in the form mentioned above is hereby authorized, and the execution of the Series 2009 Bonds for and on behalf of the City, with a facsimile or manual signature, by the City Manager with the official seal of the City impressed or imprinted thereon and attested, with a facsimile or manual signature, by the City Clerk, and hereby authorized and shall be conclusive evidence of any such approval. All payments of interest (with respect to Current Interest Bonds) on the Series 2009 Bonds shall be made by check mailed to the owners in whose names Series 2009 Bonds are registered on the Record Date; provided, however, that the Holder of Series 2009 Bonds in an City of Miami Printed On: 9/29/2009 aggregate principal amount of at least $1,000,000 shall be entitled to have interest paid by wire transfer as provided in Section 203 hereof. Interest (with respect to Current Interest Bonds) on the Series 2009 Bonds shall be computed on the basis of a 360 -day year of twelve 30 -day months. (c) Optional Redemption. The Series 2009 Bonds are subject to redemption prior to maturity at the option of the City, in whole or in part at any time, at such times, and at the redemption prices, as approved and determined by the City Manager, as set forth in the Bond Purchase Contract; provided, however, the redemption premium on the Series 2009 Bonds shall not exceed one hundred two percent (102%). The execution, attestation, seal and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the optional redemption provisions contained therein relating to the Series 2009 Bonds. (d) 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 Amortization Requirements therefor at the principal amount of such Series 2009 Bonds to be redeemed, plus accrued interest (with respect to Current Interest Bonds) to the date fixed for redemption, but without premium, for which there is an Amortization Requirement due on such Series 2009 Bonds. The Amortization Requirements and redemption date or dates for the Series 2009 Bonds consisting of Term Bonds shall be as approved and detennined by the City Manager, all as set forth in the Bond Purchase Contract. The execution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the mandatory sinking fund redemption provisions contained therein relating to the Series 2009 Bonds. (e) Series Reserve Fund Requirement for Series 2009 Bonds. The City Commission hereby authorizes the City Manager to establish a Series Reserve Fund Requirement for the Series 2009 Bonds if the City Manager determines that such a Series Reserve Fund Requirement is in the best interests of and advantageous to the City. The City Manager shall determine the amount of the Series Reserve Fund Requirement, if any, for the Series 2009 Bonds, subject to the provisions of the Resolution. If the City Manager detennines that the establishment of a Series Reserve Fund Requirement for the Series 2009 Bonds is in the best interests of and advantageous to the City, the City Manager shall make further determinations as to whether the Series Reserve Fund Requirement shall be funded from the proceeds of the Series 2009 Bonds, other moneys available to the City, a Reserve Fund Insurance Policy, a Reserve Fund Letter of Credit or a combination of the foregoing. The determinations required to be made by the City Manager pursuant to this paragraph (e) shall be made prior to the execution of the Bond Purchase Contract and shall be set forth in an exhibit to said Bond Purchase Contract together with all of the other details of the Series 2009 Bonds required to be determined by the City Manager. The execution and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of the determinations to be made by the City Manager pursuant to this paragraph (e). (f) Insurance Policy and/or Credit Facility. In order to produce the lowest true interest cost possible for the Series 2009 Bonds or any portion thereof, the City Manager is hereby authorized to negotiate an Insurance Policy and/or Credit Facility with respect to any or City of Miami Printed On: 9/29/2009 all of the Series 2009 Bonds, if, after consultation with the Finance Director and the Financial Advisor, the City Manager determines that obtaining such Insurance Policy and/or Credit Facility is in the best interests of the City. The City is hereby authorized to provide for the payment of any premium on such Insurance Policy and/or costs of the Credit Facility from the proceeds of the issuance of the Series 2009 Bonds and to enter into such agreements as may be necessary to secure such Insurance Policy and/or Credit Facility, respectively, with the City Manager's execution of any such agreement(s) to be conclusive evidence of the City's approval thereof, provided, however, that the City Manager may consult with the Finance Director, the City Attorney and Bond Counsel in connection with any such agreement(s). (g) Approval of Form of Paying Agent and Bond Registrar Agreement; Designation of Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Bond Registrar Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Paying Agent and Bond Registrar Agreement. The City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Bond Registrar 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 City Manager upon the advice of the City Attorney and Bond Counsel. The execution, attestation and delivery of the Paying Agent and Bond 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 to serve as Paying Agent and as Bond Registrar for the Series 2009 Bonds under this Series Resolution. (h) Findings Regarding Negotiated Sale. In accordance with Section 218.385, Florida Statutes, the City hereby finds, determines and declares, based upon the advice of its Financial Advisor for the Series 2009 Bonds, that a negotiated sale of the Series 2009 Bonds is in the best interests of the City for the following reasons: (i) the structure and timing of the issuance of the Series 2009 Bonds require extensive planning, and it is not practical for the City, the Financial Advisor and the Underwriters to engage in such planning within the time constraints and uncertainties inherent within a competitive bidding process; (ii) The Designated Revenues consist of multiple revenue sources which require extensive planning and explanation to the market; and (iii) The vagaries of the current and near fature municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2009 Bonds, in order to obtain the most favorable interest rates available. (i) Award. The City hereby approves the Bond Purchase Contract in substantially the form presented to this meeting and attached hereto as Exhibit "D", with such variations, omissions and insertions as may be necessary to evidence the final terms of the Series 2009 City of Miami Printed On: 9/29/2009 Bonds. Upon compliance by the Underwriters with the requirements of Section 218.385(6) and Section. 287.133, Florida Statutes, the City Manager is authorized to finalize the terms of and execute the Bond Purchase Contract, and to deliver said Bond Purchase Contract to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative, on behalf of itself and the other Underwriters. The City hereby approves the negotiated sale of the Series 2009 Bonds to the Underwriters upon the terms and conditions set forth herein and as set forth in the Bond Purchase Contract. The City hereby authorizes and directs the City Manager to detennine the final provisions of the Bond Purchase Contract, within the parameters for the Series 2009 Bonds set forth in Section 208 of this Series Resolution, and authorizes and directs the City Manager to execute and the City Clerk to attest to, seal and deliver the Bond Purchase Contract 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 City Manager upon the advice of the City Attorney and Bond Counsel. The execution, attestation and delivery of the Bond Purchase Contract by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. 0) Approval of Preliminary Official Statement and Final Official Statement, Approval of Printer. The use and distribution by the Underwriters of the Preliminary Official Statement in connection with the offering of the Series 2009 Bonds for sale by the Underwriters, in substantially the form presented to the City Commission at this meeting, and attached hereto as Exhibit "E", is hereby approved and such Preliminary Official Statement, with the permitted omissions, is deemed "final" for purposes of the Rule, subsection (b)(1). The City Manager and the Finance Director are authorized and directed to execute and deliver a Final Official Statement in the name and on behalf of the City, and thereupon to cause such Official Statement to be delivered to the Underwriters within seven (7) Business Days of the execution of the Bond Purchase Contract, with such variations, omissions and insertions as may be determined by the City Manager after consultation with the Financial Advisor, the Finance Director, the City Attorney, disclosure counsel to the City and Bond Counsel. The use and distribution of a Final Official Statement in substantially the form of the Preliminary Official Statement, and with such terms and provisions as modified to incorporate the final terms of the sale of the Series 2009 Bonds, subject to such changes, modifications, deletions and additions as the City Manager, upon the advice of the Finance Director, the City Attorney, disclosure counsel to the City and Bond Counsel may deem necessary and appropriate, the execution of the Final Official Statement for and on behalf of the City by the City Manager and the Finance Director being conclusive evidence of the City's approval of any such changes. (k) Continuing Disclosure Agreement. In order to implement the continuing disclosure covenants contained in Section 608 of the Original Resolution with respect to the Series 2009 Bonds, the City hereby authorizes and directs the City Manager to execute and the City Clerk to attest to, seal and deliver the Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement") in substantially the form approved at this meeting and attached hereto as Exhibit "F", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney, disclosure counsel to the City and Bond Counsel. The execution, attestation and delivery of the Continuing Disclosure Agreement by the City Manager and the City Clerk shall be conclusive evidence of the City's approval of any such determinations, City of Miami Printed On: 9/29/2009 changes, insertions, omissions or filling in of blanks. Digital Assurance Certification, LLC ("DAC") is hereby appointed as the initial Dissemination Agent under the Continuing Disclosure Agreement. (1) Use of Proceeds of Series 2009 Bonds. The proceeds received from the sale of the Series 2009 Bonds herein authorized shall be applied, withdrawn and transferred, as applicable, for the purposes stated in and in a manner consistent with the Sources and Uses of Funds section of the Final Official Statement for the Series 2009 Bonds and the Bond Purchase Contract. The specific amounts to be deposited in the funds and accounts established by this Series Resolution for the Series 2009 Bonds shall be set forth in a certificate to be delivered by the Finance Director simultaneously with the delivery of the Series 2009 Bonds. (m) Book -Entry Only System. The Series 2009 Bonds are to be issued as uncertificated securities, pursuant to the book -entry only system maintained by The Depository Trust Company of New York, New York ("DTC"), subject to the terms and provisions of Section 211 hereof. Upon initial issuance of the Series 2009 Bonds, and until the Series 2009 Bonds are no longer maintained through DTC's 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. The Series 2009 Bonds shall be initially issued in the form of separate single typewritten Bonds for each maturity of Series 2009 Bonds. Section 209 Temporary Series 2009 Bonds. Until definitive Series 2009 Bonds are ready for delivery, there may be executed, and upon request of the City, the Bond Registrar shall authenticate and deliver, in lieu of definitive Series 2009 Bonds and subject to the same limitations and conditions, typewritten, printed, engraved or lithographed temporary Series 2009 Bonds, in the form of fully registered Series 2009 Bonds, substantially of the tenor of the Series 2009 Bonds set forth in this Series Resolution and with such appropriate omissions, insertions and variations as may be required. Until definitive Series 2009 Bonds are ready for delivery, any temporary Series 2009 Bond, if so provided by the City by resolution, may be exchanged at the designated corporate trust office of the Bond Registrar, without charge to the Holder thereof, for an equal aggregate principal amount of temporary fully registered Series 2009 Bonds of authorized denominations, of like tenor, of the same maturity and bearing interest at the same rate. If temporary Series 2009 Bonds shall be issued, the City shall cause the definitive Series 2009 Bonds to be prepared and to be executed and delivered to the Bond Registrar, and the Bond Registrar, upon presentation to it at its designated office of any temporary Series 2009 Bond, shall cancel the same and authenticate and deliver in exchange therefor at the place designated by the Holder, without charge to the Holder thereof, a definitive Bond or Bonds of an equal aggregate principal amount, of the same maturity and bearing interest at the same rate as the temporary Series 2009 Bond surrendered. Until so exchanged, the temporary Series 2009 Bonds shall in all respects be entitled to the same benefit and security of the Resolution as the definitive Series 2009 Bonds to be issued and authenticated hereunder. Section 210 Mutilated, Destroyed, Stolen or Lost Bonds. In case any Series 2009 Bond secured hereby shall become mutilated or be destroyed, stolen or lost, the City shall cause City of Miami Printed On: 9/29/2009 to -be executed, and the Bond Registrar shall authenticate and deliver, a new Series 2009 Bond of like date and tenor in exchange and substitution for such mutilated Bond or in lieu of and in substitution for such Series 2009 Bond destroyed, stolen or lost, and the Holder shall pay the reasonable expenses and charges of the City and the Bond Registrar in connection therewith and, in case of a Series 2009 Bond destroyed, stolen or lost, the Holder shall file with the Bond Registrar evidence satisfactory to it and to the City that such Series 2009 Bond was destroyed, stolen or lost, and of such Holder's ownership thereof, and shall furnish the City and the Bond Registrar indemnity satisfactory to them. Every Bond issued pursuant to the provisions of this Section in exchange or substitution for any Series 2009 Bond that is mutilated, destroyed, stolen or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen or lost Series 2009 Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits hereof equally and proportionately with any and all other Series 2009 Bonds duly issued under this Series Resolution. All Series 2009 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, stolen or lost 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. Section 211 Book -Entry Only System. (a) The provisions of this Section may be changed or varied with respect to any Series of 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 Series 2009 Bond is 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 Resolution be considered the registered owner of such Series 2009 Bonds and all references herein to the registered owners or holders shall mean such securities depository. The City, the Paying Agent and the Bond Registrar shall not have any obligation with respect to any depository participant or beneficial owner of the Series 2009 Bonds during such time as the Series 2009 Bonds are registered in the name of a securities depository pursuant to a book -entry only system of registration. (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 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 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 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 depository) with respect to any beneficial ownership interest in such Series 2009 Bonds, (ii) the delivery to any DTC participant, any Beneficial Owner or any other person, other than DTC (or any such other depository), of any notice with respect to such City of Miami Printed On: 9/29/2009 Series 2009 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 depository), of any amount with respect to Principal of, redemption premium, if any, or interest (with respect to Current Interest Bonds) on such Series 2009 Bonds. Notwithstanding any other provision of this Series Resolution to the contrary, the City, the Bond Registrar and the Paying Agent shall be entitled to treat and consider DTC (or any such other depository) as the absolute owner of such Series 2009 Bonds for the purpose of payment of Principal of, redemption premium, if any, and interest (with respect to Current Interest Bonds) 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 (with respect to Current Interest Bonds) 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 (with respect to Current Interest Bonds) on such Series 2009 Bonds to the extent of the sum or sums so paid. No person other than DTC (or any such other depository then in effect) shall receive Bonds evidencing the obligation of the City to make payments of amounts due pursuant to this Series Resolution. Upon delivery by DTC (or any such other depository then in effect) to the City of written notice to the effect that DTC (or any such other 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 Resolution 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 Resolution shall refer to such new nominee. (c) (1) The securities depository may detennine 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 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 depository to the effect that it has received written notice from its participants having interest, as shown in the records of the depository, in an aggregate principal amount of not less than fifty percent (50%) of the Series 2009 Bonds that: (i) the 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 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 depository pursuant to subsection Section 211(c)(2)(ii) hereof, or upon the discontinuance or termination of the City of Miami Printed On: 9/29/2009 services of the depository to subsection Section 211(c)(1) or subsection Section 211(c)(2)(i) hereof after which no substitute securities depository willing to undertake the functions of the existing 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 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 Resolution to the contrary, so long as any Series 2009 Bond is registered in the name of the depository's nominee, all payinents with respect to the Principal of, redemption premium, if any, and interest (with respect to Current Interest Bonds) on such Series 2009 Bond and all notices with respect to such Series 2009 Bond shall be made and given, respectively, to such depository as provided in the representation letter (or other similar document required by the depository) of the City and the Bond Registrar addressed to the depository with respect to such Series 2009 Bond. (5) In connection with any notice or other communication to be provided to Bondholders pursuant to this Series Resolution 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 II] City of Miami Printed On: 9/29/2009 ARTICLE -III, - REDEMPTION OF SERIES 2009 BONDS Section 301 Redemption of Series 2009 Bonds. (a) The Series 2009 Bonds issued under the provisions of this Series Resolution may be made subject to mandatory, extraordinary mandatory and optional redemption by the City, either in whole or in part, and at such times and prices as may be provided for in, or pursuant to, this Series Resolution. (b) In addition, the Term Bonds are required to be redeemed to the extent of the Amortization Requirements, if any, therefor established pursuant to this Series Resolution. Section 302 Selection of Series 2009 Bonds to be Redeemed. The Series 2009 Bonds shall be redeemed only in the minimum denomination authorized hereunder or in whole multiples of such minimum denomination, except that if, following any redemption in part of a Series 2009 Bond, the remaining principal amount Outstanding would not be the minimum authorized denomination or a whole multiple thereof, the Series 2009 Bond shall be redeemed in full. In selecting Series 2009 Bonds for redemption, the City and the Bond Registrar shall treat each Series 2009 Bond as representing the number of Series 2009 Bonds that is obtained by dividing the principal amount of such Series 2009 Bond by the minimum denomination authorized herein. Except as otherwise provided in this Series Resolution, if less than all of the Series 2009 Bonds shall be called for redemption, the particular maturity or maturities of Series 2009 Bonds or portions of Series 2009 Bonds to be redeemed shall be selected by the City and the particular Bonds of like maturity to be redeemed shall be selected by the Bond Registrar by such method as the Bond Registrar in its sole discretion deems fair and appropriate. Section 303 Redemption Notice. (a) At least thirty (30) days, but not more than sixty (60) days, before the redemption date of any Series 2009 Bonds, whether such redemption be in whole or in part, the City shall cause a notice of any such redemption signed by the City to be mailed, first class postage prepaid, to all Holders owning Series 2009 Bonds to be redeemed in whole or in part and to any Fiduciaries, but any defect in such notice or the failure so to snail any such notice to any Holder owning any Series 2009 Bonds shall not affect the validity of the proceedings for the redemption of any other Series 2009 Bonds. Each such notice shall set forth the naive of the Series 2009 Bonds or portions thereof to be redeemed, the date fixed for redemption, the redemption price to be paid, and if less than all the Series 2009 Bonds shall be called for redemption, the maturities of the Series 2009 Bonds to be redeemed, the CUSIP numbers, the naive and address (including contact person and phone number) of the Fiduciary to which Series 2009 Bonds called for redemption are to be delivered and, if less than all of the Series 2009 Bonds of any one maturity then Outstanding shall be called for redemption, the distinctive numbers and letters, if any, of such Series 2009 Bonds to be redeemed and, in the case of Series 2009 Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Series 2009 Bond is to be redeemed in part only, the notice of redemption shall also state that on or after the redemption date, upon surrender of such Series 2009 Bond, a new Bond in principal amount City of Miami Printed On: 9/29/2009 equal to the unredeemed portion of such Series 2009 Bond and of the maturity and bearing the same interest rate will be issued. Any notice as provided herein shall be conclusively presumed to have been duly given, whether or not the owner of the Series 2009 Bond receives such notice. If at the time of mailing of notice of an optional redemption or purchase, the City shall not have deposited with a Depositary or the Paying Agent moneys sufficient to redeem or purchase all the Series 2009 Bonds called for redemption or purchase, such notice shall state that it is subject to the deposit of the redemption or purchase moneys with the Depositary or Paying Agent, as the case may be, not later than the opening of business on the redemption or purchase date and, subject to the immediately succeeding paragraph, such notice shall be of no effect unless such moneys are so deposited. If the amount of funds deposited with the Depositary or the Paying Agent, as applicable, for such redemption, or otherwise available, is insufficient to pay the redemption price and accrued interest (with respect to Current Interest Bonds) on the Series 2009 Bonds so called for redemption on the redemption date, the Paying Agent shall redeem and pay on such date an amount of such Series 2009 Bonds for which such funds are sufficient, selecting the Series 2009 Bonds to be redeemed by lot from among all such Series 2009 Bonds called for redemption on such date, and among different maturities of Series 2009 Bonds in the same manner as the initial selection of Series 2009 Bonds to be redeemed, and from and after such redemption date, interest (with respect to Current Interest Bonds) on the Series 2009 Bonds or portions thereof so paid shall cease to accrue and become payable; but interest (with respect to Current Interest Bonds) on any Series 2009 Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such Series 2009 Bonds not been called for redemption. (b) In addition to the foregoing notice, the City shall cause further notice to be given as set forth below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed: (i) Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certified mail or overnight delivery service to one or more registered securities depositaries then in the business of holding substantial amounts of obligations of types comparable to the Series 2009 Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the Series 2009 Bonds (such as Financial Information, Inc.'s Financial Daily Called Bond Service, Kenny Information Service's Called Bond Service, Moody's Municipal and Government Called Bond Service and Standard & Poor's Called Bond Record). (ii) Upon the payment of the redemption price of Series 2009 Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Series 2009 Bonds being redeemed with the proceeds of such check or other transfer. City of Miami Printed On: 9/29/2009 (c) In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the deposit of moneys, in an amount equal to the amount necessary to effect the redemption, with the Bond Registrar, Paying Agent or a Fiduciary acting as escrow agent no later than the redemption date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if such moneys are not so deposited or if the notice is rescinded as described in this subsection. Any such notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional Redemption may be rescinded at any time prior to the redemption date if the Finance Director delivers a written direction to the Bond Registrar directing the Bond Registrar to rescind the redemption notice. The Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding, and neither the rescission nor the failure by the City to make such funds available shall constitute an event of default under this Series Resolution. The Bond Registrar shall give immediate notice to the securities information repositories and the affected Bondholders that the redemption did not occur and that the Series 2009 Bonds called for redemption and not so paid remain Outstanding. Section 304 Effect of Calling for Redemption. On the date fixed for redemption, notice having been mailed in the manner and under the conditions hereinabove stated, provided that such notice of redemption has not been rescinded as permitted above, the Series 2009 Bonds or portions thereof called for redemption shall be due and payable at the redemption price provided therefor, plus accrued interest (with respect to Current Interest Bonds) to such date. If on the date fixed for redemption money or Defeasance Obligations, or a combination of both, sufficient to pay the redemption price of the Series 2009 Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, are held by a Depositary in trust for the Holders of Series 2009 Bonds to be redeemed, interest (with respect to Current Interest Bonds) on the Series 2009 Bonds called for redemption shall cease to accrue after the date fixed for redemption; such Series 2009 Bonds shall cease to be entitled to any benefits or security under the Resolution or to be deemed Outstanding; and the Holders of such Series 2009 Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest (with respect to Current Interest Bonds) to the date of redemption; provided, that such notice of redemption has not been rescinded, as permitted above. Series 2009 Bonds and portions of Series 2009 Bonds for which irrevocable instructions to pay or to call for redemption on one or more specified dates have been given to the Depositary and the Bond Registrar in form satisfactory to thein shall not thereafter be deemed to be Outstanding under the Resolution and shall cease to be entitled to the security of or any rights under the Resolution, other than rights to receive payment of the redemption price thereof and accrued interest thereon, to be given notice of redemption in the manner provided in Section 303, and, to the extent hereinafter provided, to receive Series 2009 Bonds for any unredeemed portions of Series 2009 Bonds, if money or Defeasance Obligations, or a combination of both, sufficient to pay the redemption price of such Series 2009 Bonds or portions thereof, together with accrued interest thereon to the date upon which such Series 2009 Bonds are to be paid or redeemed, as set forth in Article XI of the Original Resolution, are held in separate accounts by the Depositary in trust for the holders of such Series 2009 Bonds. City of Miami Printed On: 9/29/2009 Section 305 Redemption of Portion of Series 2009 Bonds. If a portion of an Outstanding Series 2009 Bond shall be selected for redemption, the Holder thereof or such Holder's attorney or legal representative shall present and surrender such Series 2009 Bond to the Bond Registrar for payment of the principal amount thereof so called for redemption and the redemption premium, if any, on such principal amount, and the City shall execute and the Bond Registrar shall authenticate and deliver to or upon the order of such registered owner or such owner's legal representative, without charge therefor, for the unredeemed portion of the principal amount of the Series 2009 Bond so surrendered, a Series 2009 Bond of the same maturity and bearing interest at the same rate. Section 306 Cancellation. Series 2009 Bonds so redeemed, presented and surrendered shall be cancelled upon the surrender thereof. Series 2009 Bonds so cancelled shall be destroyed by the Bond Registrar and a certificate of destruction shall be filed with the Finance Director by the Bond Registrar. [End Of Article III] City of Miami Printed On: 9/29/2009 ARTICLE IV SECURITY, SPECIAL FUNDS AND APPLICATION THEREOF Section 401 Series 2009 Bonds not to be Indebtedness of City. The Series 2009 Bonds shall not be or constitute general obligations or indebtedness of the City as "bonds" within the meaning of any constitutional or statutory provision, but shall be special obligations of the City, payable solely from and secured by a lien upon and pledge of the Designated Revenues in accordance with the terms of this Series Resolution and the Original Resolution. No Holder of any Series 2009 Bond or any Credit Bank or any Insurer shall ever have the right to compel the exercise of the ad valorem taxing power of the City to pay such Series 2009 Bond or be entitled to payment of such Series 2009 Bond from any moneys or property of the City except the Designated Revenues in the manner provided herein and in the Original Resolution. Section 402 Security for Series 2009 Bonds. The payment of the Principal of or redemption premium, if applicable, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds shall be secured forthwith equally and ratably by a pledge of and prior lien upon the Designated Revenues. The Designated Revenues shall be subject to the lien of this pledge immediately upon the issuance and delivery of the Series 2009 Bonds, without any physical delivery by the City of the Designated Revenues or further act, and the lien of this pledge shall be valid and binding as against all parties having claims of any kind against the City, in tort, contract or otherwise. The City does hereby irrevocably pledge the Designated Revenues to the payment of the Principal of or redemption premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2009 Bonds in the manner provided in this Series Resolution and the Original Resolution. The Series 2009 Bonds are payable from the Designated Revenues on a parity, equally and ratably, with the Panty Obligations. Section 403 Additional Security. Anything herein to the contrary notwithstanding, however, the City may cause the Series 2009 Bonds to be payable from and secured by a Credit Facility or Insurance Policy not applicable to any one or more other Series of Bonds, as shall be determined by the City Manager in accordance with Section 208(f)hereof, in addition to the security of the Designated Revenues provided herein. Section 404 Application of Provisions of Original Resolution. The Series 2009 Bonds shall for all purposes be considered to be Additional Bonds issued under the authority of Section 209 of the Original Resolution and shall be in all respects entitled to all the protection and security provided in and by the Original Resolution for Outstanding Bonds. The covenants and agreements set forth in the Original Resolution to be performed by the City shall be for equal benefit, protection and security of the Holders of all Outstanding Bonds, and the Series 2009 Bonds shall be of equal rank with all other Bonds City of Miami Printed On: 9/29/2009 Outstanding under the Resolution, without preference, priority or distinction over any other Outstanding Bond, including the Parity Obligations, as provided in the Resolution. Section 405 Series 2009 Reserve Account. There is hereby created within the Reserve Fund the "Series 2009 Reserve Account" (the "Series 2009 Reserve Account") into which the Series Reserve Fund Requirement for the Series 2009 Bonds shall be maintained in accordance with the provisions of this Series Resolution and the Original Resolution. In the event the City Manager determines that the Series Reserve Fund Requirement shall equal zero, then the Series 2009 Reserve Account shall not be required to be maintained hereunder. Section 406 Series 2009 Project Account. There is hereby created within the Construction Fund the "Series 2009 Project Account" (the "Series 2009 Project Account") into which a portion of the proceeds of the Series 2009 Bonds shall be deposited in an amount set forth in a certificate of the Finance Director to be delivered on or prior to the issuance of the Series 2009 Bonds. [End Article IV] City of Miami Printed On: 9/29/2009 ARTICLE V EXECUTION OF INSTRUMENTS BY HOLDERS AND PROOF OF OWNERSHIP OF SERIES 209 BONDS Section 501 Execution of Instruments by Holders; Proof of Ownership. Any request, direction, consent or other instrument in writing required or permitted by this Series Resolution to be signed or executed by any Holder may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Holders or their attorneys or legal representatives. Proof of the execution of any such instrument may be made in the following manner: (a) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before such officer, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual, such verification or affidavit shall also constitute sufficient proof of the authority of the signer thereof. (b) The ownership of Series 2009 Bonds shall be proved by the registration books kept under the provisions of Section 206 of this Series Resolution. Nothing contained in this Article shall be construed as limiting the City to such proof, it being intended that the City may accept any other evidence of the matters herein stated which it may deem sufficient. Any request or consent of any Holder shall bind every future Holder of the same Bond in respect of anything done by such Holder or the City in pursuance of such request or consent. [End Of Article V] City of Miami Printed On: 9/29/2009 ARTICLE VI MISCELLANEOUS PROVISIONS Section 601 Effect of Covenants. All covenants, stipulations, obligations and agreements of the City contained in this Series Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized or permitted by law. Except as otherwise provided in this Series Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the City Commission by the provisions of this Series Resolution shall be exercised or performed by the City Commission, or by such other officers, board, body or commission as may be required by law to exercise such powers or to perform such duties. No covenant, stipulation, obligation or agreement herein contained shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Commission or of any agent, officer or employee of the City in the individual capacity of such agent, officer or employee, and neither the members of the City Commission of the City nor any agent, officer or employee of the City nor any official executing the Series 2009 Bonds shall be liable personally on the Series 2009 Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 602 Successorship of City Officers. In the event that the offices of Mayor, Finance Director, City Manager or City Attorney shall be abolished or any two or more of such offices shall be merged or consolidated, or in the event of a vacancy in any such office by reason of death, resignation, removal from office or otherwise, or by reason of sickness, absence from the City or otherwise, all powers conferred and all obligations and duties imposed upon such officer shall be performed by the officer succeeding to the principal functions thereof or by the officer upon whom such powers, obligations and duties shall be imposed by law. Section 603 Successorship of Paying Agent and Bond Registrar. Any bank or trust company with or into which the Paying Agent or Bond Registrar may be merged or consolidated, or to which the assets and business of such Paying Agent or Bond Registrar may be sold, shall be deemed the successor of such Paying Agent or Bond Registrar for the purpose of this Series Resolution. Section 604 Manner of Giving Notice. Any notice, demand, direction, request or other instrument authorized or required by this Series Resolution to be given to or filed with the City, the Paying Agent, the Bond Registrar, any Credit Bank or any Insurer shall be deemed to have been sufficiently given or filed for all purposes of this Series Resolution if and when sent by registered mail, return receipt requested, to the addresses of said parties as set forth below and in, or pursuant to, the Series Resolution. Any such notice, demand or request may also be transmitted to the appropriate above- mentioned party by telephone, telex or telecopy and shall be deemed to be properly given or City of Miami Printed On: 9/29/2009 made at the time of such transmission if, and only if, such transmission of notice shall be confirmed in writing and sent as specified above. The notice address of the City is as follows: City of Miami, Florida 444 S.W. 2nd Avenue, 10th Floor Miami, Florida 33130 Attention: City Manager with a copy to: City Attorney 444 S.W. 2nd Avenue, 9th Floor Miami, Florida 33130 The notice address for the Paying Agent and Bond Registrar is as follows: TD Bank. National Association 7545 Centurion Parkway, #402 Jacksonville, Florida 32256 Attention: Corporate Trust The foregoing addresses of the City and Paying Agent may be changed at any time upon written notice of such change sent by United States registered mail, postage prepaid, to the other parties by the party effecting the change. All documents received by the Paying Agent or the Bond Registrar under the provisions of this Series Resolution, or photographic copies thereof, shall be retained in its possession. Following the delivery of any notice to Bondholders, any Holder of Series 2009 Bonds (or any Beneficial Owner of Series 2009 Bonds) in an aggregate principal amount of at least $1,000,000 may request from the Finance Director in writing to receive by mail, first class postage prepaid, a copy of such notice at an address provided to the City. Section 605 Substitute Mailing. If, because of the temporary or permanent suspension of postal service, the City, the Paying Agent, the Bond Registrar, any Credit Bank or Insurer shall be unable to snail any notice required to be given by the provisions of this Series Resolution, the City, the Paying Agent, the Bond Registrar, any Credit Bank or Insurer shall give notice in such other manner as in the judgment of the City, the Paying Agent, the Bond Registrar, any Credit Bank or Insurer shall most effectively approximate mailing, and the giving of notice in such manner shall for all purposes of this Series Resolution be deemed to be in compliance with the requirement for the mailing thereof. Section 606 Parties Who Have Rights under Resolution. Except as herein otherwise expressly provided, nothing in this Series Resolution, express or implied, is intended or shall be construed to confer upon any person, firm or corporation, other than the Holders, any right, remedy or claim, legal or equitable, under or by reason of this Series Resolution or any provision City of Miami Printed On: 9/29/2009 hereof, this Series Resolution and all its provisions being intended to be -and being for the sole and exclusive benefit of the Holders. Section 607 Effect of Partial Invalidity. In case any one or more of the provisions of this Series Resolution or of the Series 2009 Bonds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions of this Series Resolution or the Series 2009 Bonds. Section 608 Florida Law Controls. This Resolution is enacted with the intent that it shall be interpreted and construed in accordance with the laws of the State. Section 609 No Recourse Against Members, Officers or Employees of City. No recourse under or upon any statement, obligation, covenant, or agreement contained in the Original Resolution or this Series Resolution, or in any Series 2009 Bond hereby secured, or in any other Series Resolution, or in any document or certification whatsoever, or under any judgment obtained against the City, or by the enforcement of any assessment, or by any legal or equitable proceeding by virtue of any constitutional provision or statute or otherwise or under any circumstances, shall be had against any member of the City Commission, or any officer or employee or agent of the City, as such, either directly or through the City or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may be due and unpaid upon any such Series 2009 Bond. Any and all personal liability of every nature, whether at common law or in equity or by statute or by constitution or otherwise, of any such member of the City Commission, or any officer or employee, as such, to respond by reason of any act or omission on his/her part or otherwise, for the payment for or to the City or any receiver thereof, or for or to any Holder or otherwise, of any sum that may remain due and unpaid upon the Series 2009 Bonds hereby secured or any of them, is hereby expressly waived and released as an express condition of, and in consideration for, the enactment of this Series Resolution and the issuance of the Series 2009 Bonds. Section 610 Expenses Payable under Resolution. All expenses incurred in carrying out the Original Resolution and this Series Resolution shall be payable solely from funds derived by the City from Designated Revenues. Anything in the Original Resolution or this Series Resolution to the contrary notwithstanding, the performance by the City of all duties and obligations imposed upon it hereby, the exercise by it of all powers granted to it hereunder, the carrying out of all covenants, agreements and promises made by it hereunder, and the liability of the City for all warranties and other covenants herein shall be limited solely to the City, and from the Designated Revenues and the moneys attributable to the proceeds of Series 2009 Bonds, or the income from the temporary investment thereof, and, to the extent herein, the City shall not be required to effectuate any of its duties, obligations, powers or covenants except from, and to the extent of, such moneys, revenues, proceeds, and payments. Section 611 Payments Due on Sundays and Holidays. In any case where the date of maturity of interest (with respect to Current Interest Bonds) on or Principal of the Series 2009 Bonds or the date fixed for redemption of any Series 2009 Bonds shall be a Sunday or a legal holiday or not a Business Day, then payment of interest or principal and redemption premium, if any, need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption or City of Miami Printed On: 9/29/2009 the -Interest Payment Date and no interest (with respect to Current Interest Bonds) on such payment shall accrue for the period after such date. Section 612 Headings. Any heading preceding the text of the several articles and sections hereof, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall not constitute a part of this Series Resolution, nor shall they affect its meaning, construction or effect. Section 613 Further Authority. The officers of the City, members of the City Commission and other agents or employees of the City are hereby authorized to do all acts and things required of them by this Series Resolution for the full, punctual and complete performance of all of the terms, covenants and agreements contained in the Series 2009 Bonds, the Bond Purchase Contract, this Series Resolution and in the Continuing Disclosure Agreement. Section 614 Repeal of Inconsistent Resolutions. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 615 Effective Date. This Resolution shall take effect upon its adoption and signature of the Mayor. { 1) APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY Footnotes: {I )If the Mayor does not sign this Scries Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Series Resolution, it shall become effective inunediately upon override of the veto by the City Commission. City of Miami Printed On: 9/29/2009