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HomeMy WebLinkAboutPre-LegislationFile Number: 07-00913 City of Miami Legislation Resolution city Hall 3500 Pan American Drive Miami, Fl 33133 www.miam".00m Final Action Date. A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE, IN ONE OR MORE SERIES, OF THE CITY'S SPECIAL OBLIGATION BONDS; PROVIDING THAT SUCH 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 NOT DERIVED FROM AD VALOREM TAXES; PROVIDING FOR THE ISSUANCE OF THE FIRST SERIES OF SUCH BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT EXCEEDING $80,000,000, TO BE DESIGNATED CITY OF MIAMI, FLORIDA -SPECIAL OBLIGATION BONDS, SERIES 2007 (STREET AND SIDEWALK IMPROVEMENT PROGRAM) ("SERIES 2007 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 FUND FOR THE SERIES 2007 BONDS, AND (iii) PAYING THE COSTS OF ISSUANCE OF THE SERIES 2007 BONDS; PROVIDING FOR THE ISSUANCE OF ADDITIONAL SPECIAL OBLIGATION BONDS AND SPECIAL OBLIGATION REFUNDING BONDS UNDER CERTAIN CONDITIONS; PROVIDING FOR THE CREATION OF CERTAIN FUNDS AND ACCOUNTS; DELEGATING TO THE CITY MANAGER AUTHORITY TO DETERMINE THE TERMS OF THE SERIES 2007 BONDS WITHIN PRESCRIBED PARAMETERS; DESIGNATING A BOND REGISTRAR AND PAYING AGENT FOR THE SERIES 2007 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 2007 BONDS; APPROVING THE FORM OF AND AUTHORIZING EXECUTION AND DELIVERY OF A BOND PURCHASE CONTRACT; APPROVING THE FORM OF AND AUTHORIZING DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND A FINAL OFFICIAL STATEMENT RELATING TO THE SERIES 2007 BONDS; PROVIDING FOR A City of Miami Page 1 of 71 Printed On., 10/112007 File Number. 07-00913 Enactment Number: BOOK ENTRY ONLY SYSTEM WITH RESPECT TO THE SERIES 2007 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 2007 BONDS; PROVIDING FOR A CONTINUING DISCLOSURE AGREEMENT' WITH RESPECT TO THE SERIES 2007 BONDS; AUTHORIZING CITY' OFFICIALS TO DO ALL THINGS DEEMED NECESSARY IN CONNECTION WITH THE ISSUANCE, SALE AND DELIVERY OF THE SERIES 2007 BONDS; PROVIDING FOR SEVERABILITY; PROVIDING AN EFFECTIVE DATE. a 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 Cgnstitution and laws of the State of Florida, including Chapter 166, Part 1I, Florida.lStatutes, 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, streets -capes and related. appurtenances within the City and to authorize the issuance of special obligation bonds and special obligation refunding bonds under certain conditions; WHEREAS, the City has determined to provide for the issuance in one or more series 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 hereinafter defined); WHEREAS, for the above purposes, the City has determined to issue its first series of Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program) (the "Series 2007 Bonds") payable solely from and secured by a pledge of the Designated. Revenues, in an aggregate principal amount not exceeding $80,000,000, 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 Fund for the Series 2007 Bonds, and (iii) paying the costs of issuance of the Series 200" Bonds, and to provide by adoption of this Resolution for the issuance of additional bonds and other matters and things pertaining to all bonds authorized under this Resolution; WHEREAS, based on the findings set forth in this Resolution, the City Commission of the City deems it in the best financial interests of the City that the Series 2007 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 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 2007 Bonds; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: City of Miami Page 2 of 71 Prinred On. /01112007 File Number.' 07-00913 Enactment Number.• Section 101. Section 102. Section 103. Section 104. Section 201. Section 202. Section 203. Section 204. Section 205. Section 206. Section 207. Section 208. Section 209. Section 210. Section 211. Section 212. Section 213. Section 301. Section 302. Section 303. Section 304. Section 305. Section 306. Section 401. Section 402. Section 403. Section 404. ARTICLE I DEFINITIONS Incorporation of Recitals ................................................ Meaning of Words and Terms ....................................... Interpretations ......................................... .................. Resolution Constitutes Contract .................................... . ARTICLE II DETAILS OF BONDS; ISSUANCE OF BONDS ...................................... 1 .................................... 1 .................................... 13 .................................... 13 Limitation on Issuance of Bonds .............. Form of Bonds ............. ....................... .. 14 Details of Bonds...............:........................................................ 14. Authentication of Bonds .. .......................................................... ...........15 Exchangeof Bonds ................... ............................................. .::.........:................. 15 Registration of Transfer of Bonds...................................................................... 15 Ownershipof Bonds........................................................................................... 16 Issuance and Details of the Series 2007 Bonds ..............:................................. 16 Additional Bonds for Capital Improvements..................................................... 21 RefundingBonds ................ !............................................................................... 24 TemporaryBonds ............................ :...................... ............................................ 26 Mutilated, Destroyed, Stolen or Lost Bonds ...................................................... 27 Book -Entry Only System.....................................................:.............I............... 27 ARTICLE III REDEMPTION OF BONDS Redemptionof Bonds........................................................................................ 30 Selection of Bonds to be Redeemed.................................................................. 30 RedemptionNotice............................................................................................ 30 Effect of Calling for Redemption.......................................................... :........... 32 Redemption of Portion of Bonds....................................................................... 32 Cancellation....................................................................................................... 33 ARTICLE IV FUNDS AND ACCOUNTS Fundsand Accounts........................................................................................... 34 Funds and Accounts as Trust Funds.................................................................. 34 Application of Designated Revenues; Hedge Receipts ..................................... 34 Application of Moneys in Principal and Interest Account.............. ................... 38 City of Mir,mi Page 3 cf 71 Printed On: 101112007 File Number: 07-00913 Enactment Number: rSection 405. Application of Moneys in Reserve Fund........................................................... 38 Section 406. Application of Moneys in Expense Account ..................................................... 40 Section 407. Moneys Held in Trust........................................................................................ 40 Section 408. Cancellation of Bonds........................................................................................ 40 Section 409. Disposition of Fund Balances............................................................................ 40 Section 410. Construction Fund............................................................... ............. :.................. 40 ARTICLE V �. « SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Security for Deposits....................................................................... ..: 42 Section 502. Investment of Moneys............................................................ .............. 42 Section503. Valuation................................................................................................... .43 ARTICLE VI GENERAL COVENANTS AND REPRESENTATIONS Section 601. Payment of Principal, Interest and Premium; Pledge of Designated Revenues......:.........................................................:........:.............. 44 Section 602. Covenant as to Designated Revenues................................................................ 44 Section 603. Covenant to Perform by the City ............. :.......................................................... 44 Section 604. Covenants with Credit Banks, Insurers, etc ..................... Section 605. No Inconsistent Action......!................................................................. .......... 45 Section606. Books and Records ................................................... ........... :.............................. 45 Section607. Tax Covenants................................................................. .............................. 45 Section 608. Covenant to Provide Continuing Disclosure ....................... :... ............................ 46 ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 701. Events of.Default............................................................................................... 47 Section 702. Acceleration of Maturities ................................................... :............................ : 48 Section 703. Enforcement of Remedies.................................................................................. 48 Section 704. Pro Rata Application of Funds.............................................................. :............ 49 Section 705. Effect of Discontinuance of Proceedings........................................................... 51 Section 706. Control of Proceedings by Holders; Credit Bank or Insurer DeemedHolder.................................................................................................. 51 Section 707. Restrictions Upon Actions by Individual Holders....................... 51...................... Section 708. No Remedy Exclusive........................................................................................ 51 Section709. Delay Not a Waiver........................................................................................... 51 Section 710. Right to Enforce Payment of Bonds Unimpaired .............................................. 52 Cit) of AVicn't Page 4 of 71 Printed On: 10/112007 File Number: 07-00913 Enactment Number. ARTICLE VIII CONCERNING THE FIDUCIARIES Section 801. Failure of City to Act.......................................................................:................. 53 Section 802. Compensation............1.............................................. . Section 803. Reliance by Fiduciaries......................................................................................53 61 Section 804. Fiduciaries May Deal in$onds.......................................................................... 53 Section 805. No Responsibility for Recitals.............................................................. .... 53 - Section 806. Paying Agents and Bond Registrars; Appointment and 61 Section 1205. Acceptance of Duties.:......................................................................: ........ 54 Section 807. Resignation or Removal of Paying Agent or Bdnd Registrar and 62 Section 1207. Appointment of Successor .............. .... 54 �. Section 808. Several Capacities..................................................................0....................... 541. ARTICLE IX EXECUTION OF INSTRUMENTS 1BY HOLDERS AND PROOF OF OWNERSHIP .OF BONDS Section 901. Execution of Instruments by Holders; Proof of Ownership ............................... 55 XRTICLE X SUPPLEMENTAL RESOLUTIONS Section 1001. Supplemental Resolutions Without Consent of Holders ................................... 56 Section 1002. Modification of Resolution with Consent of Holders ........................................ 57 Section] 003. Exclusion of Bonds... 1........................................................................................ 58 Section 1004. Treatment of Credit Bank and Insurer...'............................................................ 58 ARTICLE XI DEFEASANCE Section1101. Defeasance......................................................................................................... 59 Section 1 ] 02. Survival of Certain Prbvisions.......................................................................... 60 ARTICLE XII MISCELLANEOUS PROVISIONS Section 1201. Effect of Covenants....................................................................................... 61 Section 1202. Successorship of City Officers........................................................................... 61 Section 1203. Successorship of Paying,Agent and Bond Registrar........... ............................... 61 Section 1204. Manner of Giving Notice................................................................................... 61 Section 1205. Substitute Mailing.....'......................................................................................... 62 Section 1206. Parties Who Have Rights under Resolution....................................................... 62 Section 1207. Effect of Partial Invalidity................................................................................. 62 Ciry of Miami Page 5 of 71 Printed On: 10/1/2007 File Number: 07-00993 Enactment Number. Cllr of Miami Poge 6 of 71 Printed On: 10///2007 Section 1208. Florida Law Controls. .................... ,...:.............. 62 Section 1209. _�'ff._............................................. No Recourse Against l�vlembers, Officers or Employees of City.:.... ..::.............. 63 Section 1210. Expenses Payable under Resolution.................................................................. 63 Section 121 L Payments Due on Sundays and Holidays .......................... Section 1212. Headings' ... ....... . Section 1213. Further Authority ....... :.............. ........................... .......... .......... 63. Section 1214. Repeal of Inconsistent iResolutions ........................................................ ................. 64. Section 1215. Effective Date............ .................... :........ :...::.. 64 Exhibit A Series 2007 Bond Form Exhibit B Series 2007 Project , Exhibit C Paying Agent and Bond Registrar Agreement r Exhibit D Bond Purchase Contract Exhibit E Preliminary Official Statement Exhibit F Continuing Disclosure Agreement i Cllr of Miami Poge 6 of 71 Printed On: 10///2007 File Number: 07-00913 Enactment Number: +11 ARTICLE I DEFINITIONS Section 101. Incorporation of Recitals. The City Commission hereby finds and determines and does hereby incorporate as part of this Resolution the matters set forth in the foregoing recitals. Section 102. Meaning of Words and Terms. In addition to words and terms elsewhere defined. in this Resolution, the following words and terms as used .in this Resolution shall have the following meanings, unless some other meaning is plainly intended: "Accountant" means a firm of independent certified public accountants.at the time serving as such pursuant to this Resolution. "Accreted Value" shall mean, as of any date of computation with respect to any Capital Appreciation Bond, an amount equal to the principal amount of such Capital Appreciation Bond (the principal amount at its initial offering) plus the interest accrued on such Capital Appreciation Bond from the date of delivery to the original purchasers thereof to the Interest Payment Date next preceding the date of computation or the date of computation if an Interest Payment Date, such interest to accrue at a rate not exceeding the legal rate as set forth in the Series Resolution providing for the issuance of such Bonds, compounded periodically, plus, wit/ respect to matters related to the payment upon redemption or acceleration of the Capital Appreciation Bonds, if such date of computation shall not be an Interest Payment Date, a portion of the difference between the Accreted Value as of the immediately preceding Interest Payment Date (or the date of original issuance if the date of computation is prior to the first Interest Payment Date ' succeeding the date of original issuance) and the Accreted Value as of the immediately succeeding Interest Payment Date, calculated based on the assumption that Accreted Value accrues in equal daily amounts on the basis of a 360 day year of twelve 30 -day months. "Additional Bonds" means any Bonds issued at any time under the provisions of Section 209 of this Resolution. "Amortization Requirements" shall mean the amounts required to be deposited in the Principal and Interest Account for any Series of Bonds for the purpose of redeeming prior to their maturity and paying at their maturity the Term Bonds of any Series, issued pursuant to this Resolution, the specific amounts and times of such deposits to be determined by the City Commission in the Series Resolution with respect to such Series of Bonds. "Bond Counsel" means counsel selected by the City Attorney, which counsel is nationally recognized on the subject of and qualified to render approving legal opinions on the issuance of municipal bonds. "Bond Purchase Contract" means with respect to the Series 2007 Bonds, the Bond Purchase Contract between the City and the Underwriters in the form authorized pursuant City of Miomi Page 7 of 71 Printed On: 101112007 File Number: 07-00913 Enactment Number: to Section 208(h) hereof and with respSet to any other Series of Bonds, the agreement, if any, between the City and the initial p&chasers of the Bonds approved under the Series" Resolution authorizing the issuance of such Bonds. "Bond Registrar" means, as to any particular Series of Bands, a bank or trust company, either within or without the State of Florida, designated as such by the City Commission, which shall perform such functions as ]fond Registrar; provided, however, the City -may designate itself, acting by and through the Finance Director, to serve as Bond Registrar.. If the City has designated itself, acting by and through the Finance Director;.to serve as: Bond Registrar for a Series of Bonds, a'ny reference in this Resolution to the "principal. corporate trust office" or "principal office" of the Bond Registrar with respect.to.such,-.:. Series of Bonds shall mean the office of the Finance Director, ldcated in the City of Miami. "Bonds" means, collectively, any bonds issued under the provisions this Resolu'tion',,"' "Bond Year" means the period corrin encing the second day of January'in each year. and ending on the first day of January 9f the following year. "Book-Entry'Bonds" and "Bonds in Book -Entry. Form" means Bonds which are subject to a Book -Entry System. ; "Book -Entry System" or "Book -Entry -Only -System" means a system under which either (a) bond certificates are not issued and the ownership of bonds is reflected solely by the Register, or (b) physical certificates in fully registered form are issued to a securities depository or to its nominee as Registered Owner, with the certificated bonds. held by and "immobilized" in the custody of such securities depository, and under which records maintained by Persons, other than the Bond Registrar, constitute the written record that identifies the ownership and transfer of the beneficial interests in those Bonds. "Business Day" means any day, other than a Saturday or Sunday, on which commercial banks are open for business in the States and in New York, New York and on which the New York Stock Exchange is open. , "Capital Appreciation Bonds" means any Bonds issued under this Resolution as to which interest is compounded periodically on each of the applicable periodic dates designated for compounding and payable in an amount equal to the then current Accreted Value only at the maturity, earlier rederription or other payment date therefor, all as so designated or provided for in the Series' Resolution relating to the issuance thereof, and. which may be either Serial Bonds or Term Bonds. "City" means the City of Miami, Florida. "City Attorney" means the City Attotney 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 oJMiumi • Page 8 of 71 Printed On: 1011 /2007 File Number.• 07-00913 Enactment Number. "Code" means the Internal Revenue ode of 1986, as amended from time to time. Each reference to a section of the Codd herein shall be deemed to include the Udifed'- States Treasury Regulations proposed or in effect thereunder and applied to the Bonds or the use of proceeds thereof, and also includes all amendments and successor provisions;: unless the context clearly requires othetwise. "Construction Fund" means the City,of Miami Special Obligation Bonds Construction Fund created and so designated by Section 410 of this Resolution. "City Manager" means the City Manpger, 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. ' "Credit Agreement" means any contia.ct, agreement, or other instrument executed -.by the City in connection with obtaining or administering any Credit Facility,.. Insurance - Policy or Reserve Fund Letter of Credit for any Bonds, including, but. not limiied-to; any reimbursement agreement, financial gugranty agreement, or standby bond purchase; .::. agreement. "Credit Bank" means, as to any particular Series of Bonds, the person.(other Than -an' - Insurer) providing a Credit Facility. "Credit Facility" means, as to any pahicular Series of Bonds, a letter of credit, a line of credit or another credit enhancement or liquidity facility provided by a Credit Bank (other than an Insurance Policy issued by an Insurer). "Current Interest Bonds" means Bonds the interest on which is payable on the Interest Payment Dates provided therefor in or pursuant to the Series Resolution corresponding to such Series of Bonds. "Debt Service Fund" means the Citybf Miami Special Obligation Bonds Debt Service Fund created and so designated by Section 401 of this Resolution. "Defeasance Obligations" means (a) Government Obligations; (b) obligations evidencing ownership interests in Government Obligations or in specified portions thereof (which may consist of specific portions of the principal of or interest in such Government Obligations); and (c) municipal obligations rated in the highest rating category of each Rating Agency, the payment of the principal of, interest and redemption premium, if any, on which is irrevocably secured by cash or obligations described in clause (a) or (b) of this definition and which obligations have been deposited in an escrow account which is irrevocably pledged to the payment of the principal of and interest and redemption premium, if any, on such municipal obligations. "Depositary" means one or more banks or trust companies authorized under the laws of the United States of America or the State to engage in the banking business within the State and that shall have been designated by the City as a depositary of money pursuant to the provisions of this Resolution. , "Designated Revenues" means collectively (a) the Local Option Gas Taxes, (b) eighty percent (80%) of the City's portion of the Transportation Surtax, (c) twenty percent City of Miami Page 9 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: i (20%) of the City's Parking Surcharge, (d) such additional revenues designated by a Series Resolution as Designated Revenues, hereunder and (e) all investment income realized by reason of the investment of moneys on deposit, or credited to the Debt Service Fund, created by this Resolution, whether such investment income is deposited or credited to the Designated Revenues Fund or remains in the Account in the Debt Service Fund where earned. Any fees, commissions or charges established pursuant to the laws of the State or ordinances or administrative orders of the City or County which replace any of the items mentioned in clause (a), (b), (c) or (d), if any, shall be included in the definition of Designated Revenues. "Designated Revenues Fund" means the Fund required to be established pursuant to Section 401 hereof. "Fiduciary" means the Paying Agent, the Bond Registrar and any Depositary or any or all of them, as may be appropriate; when the City itself iserves as Bond Registrar and/or Paying Agent, "Fiduciary" shall mean the City and the Person or Persons acting on behalf of the City. "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. "Fitch" means Fitch Ratings, its successors and assigns, and if such entity no longer performs the functions of a securities rating,agency, "Fitch" shall refer to any other nationally recognized securities rating agency designated by the City. "Government Obligations" means direct obligations of the United States of America, or obligations the timely payment of the principal of and interest on which are unconditionally guaranteed by, the United States of America (including bonds, notes and other obligations). "Hedge Agreement" means and includes, an interest rate exchange agreement, an interest rate swap agreement, a forward purchase contract, a put option contract, a call option contract or any other financial product which is used by the City as a hedging device with respect to its obligation to pay debt service on any Bonds or in connection with any of its investments under this Resolution, entered into between the City and a. Hedge Counterparty; provided that such Hedge Counterparty shall be an entity whose long-term debt obligations, or whose payment obligations under the Hedge Agreement are guaranteed by an entity whose long-term debt obligations, ranking pari passu with its obligation under the Hedge Agreement or its guarantee thereof, as the case may be, are rated (on the date the Hedge Agreement is entered into) at least "A2" by Moody's and at least "A" by S&P; and, further provided, that such arrangement shall be specifically designated in a certificate of the City Manager as a "Hedge Agreement" for purposes of this Resolution. "Hedge Counterparty" means any Person (other than the City) that is a party to a Hedge Agreement. Cite of Miami Page 10 0%71 Primed On: 10/112007 File Number: 07-00913 Enactment Number.• "Hedge Obligations" means all net gbligations of the City under a'Hedge Agreement - except Hedge Termination Payments. II "Hedge Receipts" means net payments received by the City, from a Hedge Counterparty under a Hedge Agreemept. "Hedge Termination Payments" meiins an obligation of the City to a Hedge Counterparty under.a Hedge Agreement upon early termination of such Hedge Agreement, excluding any periodic net Hedge Obligations., "Holder", "Owner", "Registeied Owner" or "Bondholder" means a person in whose. name a Bond (or one or more Predecessor Bonds) is registered in the registration books provided for in Section 206 of this Resolution. "Insurance Policy" means, as to anyione or more particular Series of Bonds., a policy of municipal bond insurance, financial guaranty insurance, or similar credit enhancement-:....: facility provided by an Insurer. "Insurer" means,'as to.any one or mlre particular Series of Bonds, the Person undertaking to.insure such Bonds by rryeans of an Insurance Policy. "Interest Payment Date" means, whin used with reference to any Bonds, thedates:;;:: specified in or pursuant to the Series Resolution for such Bonds, 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 dccount.of the happening of an event which, under the terms of such Bonds, requires a payment of interest to be made thereon. "Investment Obligations" means, to'the extent permitted by law: (a) Government Obligations. (b) Obligations of federal agencies which obligations represent the full faith and credit of the United States of America, including, but not limited to: - Export -Import Bank - Farm Credit System Financial Assistance Corporation - Farmers Home Administration -- (Certificates of beneficial ownership) - Federal Financing Bank - Federal Housing Administration I - General Service Administration -- Participation certificates - Government National Mortggge Association (GNMA or "Ginnie Mae") GNMA - guaranteed mortgage-backed bonds or GNMA - guaranteed pass- through obligations - U.S. Maritime Administration -- Guaranteed Title XI financing City Of Aftmi Page 1l of 71 Printed On: 101112007 File Number: 07-00993 Enactment Number. Small Business Administral U.S. Department of Housing & Urban Development (HUD) Project Notes, Local Authority Bonds, ' New Communities Debentures - U.S. government guaranteed debentute"s: U.S. Public Housing Notes and Bonds - U.S. government guaranteed public. , housing notes and bonds , (c) Obligations of non -full faith and credit. U.S. federal agencies, including, but not limited to,: , - Federal Home Loan Bank System -- Senior debt obli ations 4 r • - Federal Home Loan Mortgage Corporation (FHLMC or "Freddie Mac") Participation. certificates l Senior debt obligations- - bligations- Federal National Mortgage_ Corporation (FNMA or "Fannie Mae") Mortgage-backed securities' Senior debt obligations - Student Loan Marketinn Association (SLMA or "Sallie Mae") Senior debt. obligations- - Resolution Funding Corp. (`REFCORP") - Farm Credit System (d) The Local Government ISurplus Trust Fund managed by the State Board of Administration of the State of Florida. (e) One or more funding agreements, investment agreements or guaranteed investment contracts to be issued pursuant to applicable state insurance regulations by an insurance company rated by Best Insurance Reports in one of the two highest rating categories or whose claims paying ability is rated in one of the two highest rating categories by at least one of the Rating Agencies or by a bank rated AA or better, or their respective successors and assigns, which agreements or contracts shall be issued out of the general account of such insurance company or issued out of a separate account guaranteed by the general account of such insurance company. (� Any repurchase agreements with any bank, savings institution or trust company which is insured by the Federal Deposit Insurance Corporation or with any broker/dealer with retail customers which is a member of the Securities Investors Protection Corporation, provided such` agreements are i) in writing; and ii) fully secured by securities unconditionally guaranteed by the United States of America, and provided further that (1) any such collateral is held by the City or any agent acting solely for the City of Miami. Page 12 of 71 Primed On: 10///2007 File Number: 07-00913 Enactment Number; iCity during the full term of such agreements; (2) any such collateral is not subject to liens or claims of third parties; (3) any such collateral has a market value (determined at least every 14 days) at least equal to one hundred two percent (102%) of the amount invested in such agreement; (4) the City has a perfected first security interest in such collateral; and (5) such agreement shall provide that the failure to maintain such collateral at the level required by clause (3) above will require the City or its agent to liquidate the investments. Master repurchase agreements shall be executed with all dealers and brokers engaged in repurchase agreements with the City. (g) Commercial paper rated in one of the two highest rating categories by at least two Rating Agencies or commercial paper backed by a letter -of credit or line of credit rated in one of the two highest rating categories by at least two Rating Agencies. (h) Bonds, notes, or obligations of the State of Florida, any municipality.or political subdivision or any agency or authority of this state, if such obligations are rated by at least two Rating Agencies in any one of their two highest rating categories. (i) Interest bearing time deposits or savings accounts in banks organized under the laws of this state, in national banks organized under the laws. of the United States and doing business and situated in this state, in savings and loan associations which are under state supervision, or in federal savings and loan associations located in this state and organized under federal law and federal supervision, provided such deposits are secured by collateral as may be prescribed by law. (j) Bank time deposits evidenced by certificates of deposit issued by any bank, savings and loan association, trust company or national banking association, which are (a) fully insured by the Federal Deposit Insurance Corporation and are governed by Florida Statutes, (b) to the extent not so insured, secured by Government Obligations ' provided (i) such Government Obligations shall be in the physical possession of the City or a bank or trust company of its choosing which is not the issuer of such certificate of deposit or bankers' acceptance, or a first lien perfected security interest in such obligations is created for the benefit of the City as fiduciary for the holders of the bonds, and (ii) such obligations must continuously have a market value at least equal to the amount so invested. (k) Bills of Exchange or time drafts drawn on and accepted by a commercial bank (commonly referred to as a Banker's Acceptance) and eligible for use as collateral by member banks in borrowing from a Federal Reserve Bank, provided that the accepting bank or its holding company is rated in one of the two highest rating categories by at least one of the Rating Agencies. (1) Securities, of, or other interests in, any open-end or closed-end management type, investment company or investment trust registered under the Investment Company Act of 1940, 15 U.S.C. ss 80a-1 et s^c., as amended from time to time, provided the portfolio of such investment company or investment trust is limited to Government Obligations and to repurchase agreements fully collateralized by such City of Miami Page 13 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: ,Government Obligations and provided such investment company or investment trust takes delivery of such collateral either directly or through an authorized custodian. (m) Shares of the Government Fund or any other investment fund established by the Florida Counties Investment Trust, the assets of which are restricted to investment instruments by the City's investment policy, as it may be amended from time to time. (n) Collateralized mortgage obligations (CMOs) which are bank eligible AtA pass the Federal Financial Institution Examination Council (FFIEC) Codes . for CMO safety. (o) World Bank Notes, Bonds and Discount ,votes and Notes, rated in the highest rating category of at least one Rating Agency. (p) Obligations of the Tennessee' Valley Authority. (q) Reverse repurchase agreements which:shall. be used. only for liquidity purposes and cannot be longer than thirty (30) days induration. "Local Option Gas Taxes" means collectively (a) the City's portion of.a tax imposed by Ordinance No. 93-63 enacted by the County on June 15, 1993, as may be amended from time to time, pursuant to Section 336.025(1)(a), Florida Statutes; as amended and distributed pursuant to an Interlocal Agreement dated as of May 20, 1993 among the County, the City and the other municipalities located in the County; and (b) the City's portion of a tax imposed by Ordinance No. 93-91 enacted by the County on September 20, 1993, as amended by Ordinance No. 96-101 enacted on June 20, 1996, .as may be amended, pursuant to Section 336.025(1)(b), Florida Statutes, as amended and distributed pursuant to Interlocal Agreement dated as of July 27, 1993. "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. "Maximum Principal and Interest Requirements" means, as of any particular date of calculation, the greatest amount of Principal and Interest Requirements for the then current or any future Fiscal Year. "Moody's" means Moody's Investors Service Inc., its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Moody's" shall refer to any other nationally recognized securities rating agency designated by the City. "Outstanding" means all Bonds that have been authenticated and delivered by the Bond Registrar under this Resolution except: (a) Bonds paid or redeemed or delivered to or acquired by the Bond Registrar for cancellation; (b) Bonds deemed to be paid under the provisions of this Resolution; and Citi- ofMianri Page /4 of 71 Printed on: /01112007 File Number: 07-00913 Enactment Number: i (c) Bonds in exchange for or in lieu of which other Bonds have. been authenticated and delivered under this kesolution; provided, however, that in determining whether the Holder of the requisite principal amount of Outstanding Bonds has given any request, demand, authorization, direction, notice, consent or waiver; hereunder, Bonds owned by the City shall be disregarded and deemed not to be Outstanding, except that, in determining whether any Fiduciary hereunder shall be protected ,in relying upon any such, request, demand, authorization, direction, notice, consent or waiver, only Bonds that such Fiduciary knows to be so owned shall be so disregarded. "Parking Surcharge" means a 15% parking surcharge to be charged at public parking facilities within the City approved by tlae electors of the City on November 4, 2003; imposed pursuant to.Section 166.271, Irlorida Statutes and pursuant to Ordinan& No. 12563 enacted by the City Commission! on July 22, 2004. "Paying Agent" means, as to any particular Series of Bonds, the banks or trust companies, either within or without the/ State, designated as such by the City Commission, which shall perform such, functions as Paying Agent; provided, however, the City, acting by and through the Finance Director, may serve as Paying Agent: "Person" means and includes an association, unincorporated organization, a corporation, a partnership, a joint ventdre, a business trust, or a government or an agency or a political subdivision thereof, or any other public or private entity, or a natural person. "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 Bond authenticated and delivered under Section 211 of this Resolution in lieu of a mutilated, destrdyed, stolen or lost Bond shall be deemed to evidence the same debt as the mutilated, destroyed, stolen or lost Bond. "Principal" means (i) with respect to the principal amount of any Capital Appreciation Bond, the Accreted Value thereof except as used in this Resolution in connection with the authorization and issuance of Bonds and with the order of priority of payments of Bonds after an Event of Default, in which cases "principal" means the principal amount at its initial offering (the difference between 'the Accreted Value and the initial public offering price being deemed interest) and (ii) with respect to the principal amount of any Current Interest Bond, the principal amount of such Bond payable at maturity. "Principal and Interest Account" means the Principal and Interest Account created within the Debt Service Fund and so designated by Section 401 of this Resolution. "Principal and Interest Requirements' shall mean the respective amounts which are required in each Fiscal Year to provide; (i) for paying the interest on all such Bonds then Outstanding; (ii) for paying the principal of Serial Bonds then Outstanding; Citi oJMiami Page 1i of / Primed On: /01112007 File Number: 07-00913 Enactment Number. (iii) for paying the Amortization Requirements, if any, for all Tenn Bonds then Outstanding for such Fiscal Year; and (iv) for the paying of any Hedge Obligations, if any, owed under a Hedge Agreement (excluding a Hedge Termination Payment). For purposes of computing (i), (ii), (iii) and (iv) above, any principal, interest, Amortization Requirements or Hedge Obligations due on the first day of the, « following Fiscal Year shall be deemed due in the preceding Fiscal Year. The following rules shall apply in determining the amount of the Maximum Principal and Interest Requirements for any Fiscal Year: (A) In the case of Capital Appreciation Bonds, the principal and interest portions of the Accreted Value of Capitial Appreciation Bonds becoming due at maturity or by virtue of an. Amortization Requirement shall be included in the calculations of accrued and unpaid interest and .principal requirements in the Fiscal Year in which said Capital Appreciation Bonds mature or are redeemed; and (B) If all or a portion of the principal of or interest on a Series of .Bonds is payable from funds irrevocably set aside or deposited for such purpose, together with projected earnings thereon, as determined by an Accountant, to the extent such earnings are projected to be from Investment Obligations, such principal or interest shall not be included in determining Principal and Interest Requirements. "Rating Agency(ies)" means, S&P, Moody's and Fitch, but only to the. extent that each such entity then has a rating in effect on Bonds issued and Outstanding under this Resolution. "Rebate Amount" means the amount of any rebate or penalty in lieu of rebate which is payable under Section 148(f) of the Code. "Rebate Fund" means the City of Miami Special Obligation Bonds Rebate Fund created and so designated by Section 401 of this Resolution. "Record Date" means, for (i) the Series 2007 Bonds, the close of business on the fifteenth (15th) day of the month preceding each Interest Payment Date and (ii) for other Series of Bonds, the record date or dates established for the Bonds of such Series in a Series Resolution. "Refunding Bonds" means the Bonds authorized pursuant to Section 210 of this Resolution. "Reserve Fund" means'th� City of Miami Special Obligation Bonds Reserve Fund created and so designated by Section 401 of this Resolution; provided, however, that each particular Series of Bonds issued under this Resolution shall be secured by the Reserve Fund only to the extent that the Series Resolution corresponding to such Series of Bonds expressly so provides. City ojMiami Page 16 of 71 Printed On: 10/1/7007 File Number: 07-00913 Enactment Number. "Reserve Fund Insurance Policy" shall mean the insurance policy, surety bond or other evidence of insurance deposited to the credit of the Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit therein, which policy, bond or other evidence of insurance constitutes an unconditional senior obligation of the issuer thereof. The issuer thereof.shall be a municipal bond insurer whose.senior debt obligations ranking pari passu with its obligations under such policy, bond or other evidence of insurance are rated at the time of deposit of such policy, bond.or other evidence of insurance to the credit of the Reserve Fund or any account thereof in any of the two highest rating categories of the Rating Agencies. "Reserve Fund Letter of Credit" shall mean the irrevocable, transferable letter of credit deposited to the credit of the Reserve Fund or any account thereof in lieu of or in partial substitution for cash or securities on deposit thereiri, which letter of credit constitutes an unconditional senior obligation of the issuer thereof. The issuer of such letter of credit. shall be a banking association, bank or trust bompanyor branch thereof whose senior debt obligations ranking pari passu with its obligations under such letter of credit are rated at the time of deposit of the letter of credit to the credit of the Reserve Fund or any account thereof in any of the two highest rating categories of the Rating Agencies. "Rule" means Rule l 5c2-12, as amended, prescribed by the Securities and Exchange Commission pursuant to the Securities,Exchange Act of 1934. "Serial Bonds" means the Bonds that are stated to mature in consecutive annual installments and that are so designated or provided for in a Series Resolution. "Series" means all of the Bonds authenticated and delivered on original issuance as,a separate series of Bonds, including the Series 2007 Bonds authorized hereunder, or any Bonds thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to Article I1 hereof.. ' "Series Reserve Fund Requirement" means, for any Series of Bonds, to the extent that the Series Resolution for such Series of Bonds expressly provides that such Series of Bonds is to be secured by the Reserve Fund, the amount stipulated in the Series Resolution as the Series Reserve Fund Requirement for such Series of Bonds or any lesser amount as may be necessary in order to preserve the exclusion of interest on the Bonds of such Series from gross income for federal income tax purposes, as provided in the corresponding Series Resolution; provided, however, that where more than one Series of Bonds are issued simultaneously, such Series of Bonds sliall be treated as one Series of Bonds hereunder for purposes of computing the Series Reserve Fund Requirement therefor. "Series Resolution" means, (i) as to the Series 2007 Bonds, this Resolution, and (ii) as to any one or more additional Series of Bonds, the resolution or resolutions of the City providing for the authorization, sale and issuance of such Series of Bonds authorized to be issued as Additional Bonds under Section 209 hereof or Refunding Bonds under Section 210 hereof; provided, however, that a Series Resolution may provide that the terms of a particular Series of Bonds shall be set forth in the Bond Purchase Contract for such Series of Bonds or, if there is no Bond Purchase Contract for such Series of Bonds, in a City Manager's certificate establishing the terms of such Series of Bonds. ci y of Aliauii Page / 7 of 71 Printed On; 1011 /2007 Fite Number: 07-00913 Enactment Number: "Series 2007 Bonds" means the bonIs authorized by Sgction 208 of this Resolution, the proceeds of which, together with other available moneys, will be used, among other things, to pay the cost of the Series 2007 Project. "Series 2007 Project" means the acquisition, construction and improvements to certain roadways and streetscapes as more particularly described in Exhibit `B" attached hereto. "S&P" means Standard & Poor's Ratings Services, a division of the McGraw=Hill Corporation, its successors and assigns, and if such entity no longer performs the functions of a securities rating agency„"S&P" shall refer to any other nationally recognized securities rating agency designated by the City. , "State” means the State of Florida. "Subordinated Indebtedness" shall mean bonds, notes or other forms of indebtedness, the payment of the principal or interesttor redemption premium on which are payable solely from the Designated Revenues after all payments on account of the .Bonds required by Section 403 of this Resolution havelbeen made, and which is designated as Subordinated Indebtedness by the City) Commission in the resolution authorizing the:;. issuance of such Indebtedness. "Term Bonds" means that portion of any Bonds which are stated to mature. on one date in a calendar year and which shall be subject to mandatory redemption by operation of an Amortization Requirement. i "Transportation Surtax" means the City's portion of the Charter County Transit System Surtax approved by the electorate of the County on November 5, 2002, pursuant to Section 212.055(1), Florida Statutes and Ordinance No. 02-116 enacted -by the County on July 9, 2002 and distributed to the City pursuant to an Interlocal Agreement between the County and the City, approved pursuant to Resolution No. 03-651 adopted on June 12, 2002. "Underwriters" means, with respect to the Series 2007 Bonds, collectively, J.P. Morgan Securities Inc., UBS Securities LLC, SunTrust Capital Markets, Inc., Raymond James & Associates, Inc. and LaSalle Financial Services, Inc. "Variable Rate" means, when used *ith respect to any Bonds, an interest rate which is subject to. future change so that at the date any calculation of interest thereon is required to be made hereunder or under any Serkes Resolution, the interest payable at any future time or for any interest period (which is relevant to such calculation) is not known. For purposes of determining whether Additional Bonds may be issued, the interest rate on the proposed Variable Rate Bonds shall be deemed to be the "Assumed Interest Rate." As used herein the "Assumed Interest Rate" shall be deemed to be the greater of (A) the sum of the average of the actual interest rates on seven day obligations for the immediately preceding 52 weeks (or if not available for the 52 week period, then for the period for which available), as shown by the Securities Industry and F;nancial Markets Association ("SIFMA") Municipal Swap Index, published by Thompson Financial Services (or if such index is not published, a like 7 day index for high quality variable rate demand obligations selected by the City) for such period, plus 50 basis points, or (B) the average of the interest rate which would have been applicable to such Variable Rate Bonds Grp of Miami Page 18 of 7/ Printed On: 10/112007 File Number: 07-00913 Enactment Number: pursuant to the index or formula specified for determination of the interest on such �'�ariable Rate Bonds during the immediately preceding 52 weeks (or if not available for such 52 week period, for the period for which available). 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 Bonds at the time issued and Outstanding hereunder. Section 104. Resolution Constitutes Contract.. In consideration of the acceptance of the Bonds authorized to be issued hereunder by.those who shall own thesame from. time to time, this Resolution and any Series Resolution adopted pursuant hereto shall be deemed to be and shall constitute a contract between the City and such 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 Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. [END OF ARTICLE IJ Ciip of Miami Page 19 of 7l Printer! On: 10,112007 File Number., 07-00913 Enactment Number: ARTICLE II DETAILS OF BONDS; ISSUANCE OF BONDS Section 201. Limitation on Issuance of Bonds. No Bonds may be issued under the provisions of this Resolution except in accordance with the provisions of this Article. Section 202. Form of Bonds. Except to the extent provided in Section_-100I(f).` hereof, all definitive Bonds are issuable as fully registered Bonds in `substantially the form set forth in Exhibit"A" hereto, and in denominations as set forth herein or in'.the applicable Series Resolution or in any supplemental resolution adopted .in accordance with this Resolution. All 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 op which the Bonds may be listed or any usage or requirement of law with respect thereto. Section 203. Details of Bonds. The City may issue Bonds hereunder, in the form of Current Interest Bonds and Capital Appreciation Bonds, as provided in.the.applicable Series Resolution. Each Bond shall be issued as part of a Series of 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 provided in, or pursuant to, the applicable Series Resolution. Unless otherwise provided in the applicable Series Resolution pursuant to which each Series of Bonds is issued, each Bond shall bear interest from the Interest Payment Date next preceding the date on which it is authenticated unless it is (i) authenticated upon.any Interest Payment Date in which event it shall. bear interest from such Interest Payment 'Date or (ii) authenticated before the first Interest Payment Date in which event it shall bear interest from its date; provided, however, that if at the time of authentication of any Bond interest is in default, such Bond shall bear interest from the date to which interest has been paid. Unless otherwise provided in the applicable Series Resolution, 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 Bonds shall cease to ,be, such officer before the delivery of such 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 Bonds may bear the facsimile signatures of, or may be signed by, such persons as at the actual time of the execution of such Bonds shall be the proper officers to sign such Bonds although at the date of such Bonds such persons may not have been such officers. Both the principal of and the interest on the 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. Unless otherwise provided City o%Miami Page 20 of 7/ Printed On: 10/1/.7007 File Number: 07-00913 Enactment Number: herein or in the applicable Series Resolution, the principal of all Bonds shall be payable at the principal corporate trust office oAhe Bond Registrar upon the presentation and. surrender of such Bonds as the same shall become due and payable. Except to the extent otherwise provided as to any Series of Bonds in the applicable Series Resolution, interest on any. Bond, is payable on any Interest Payment Date by:......_ check or draft mailed to the person in whose name that Bond (or 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 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 payments 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 -Bonds. Only such 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 Resolution. No Bond shall be valid: -or obligatory for any purpose unless and until such certificate of authentication on the Bond shall have been duly executed by the bond Registrar, and such certificate of the Bond Registrar upon any such Bond shall be conclusive evidence that such Bond has been duty authenticated and delivered under this, Resolution. The, Bond Registrar's certificate of authentication on any 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 Bonds that may be issued hereunder at any one time. Section 205. Exchange of Bonds. Bonds, upon surrender thereof at the principal 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 Bonds of the same Series and maturity, of any denomination or denominations authorized by this Resolution and bearing interest at the same rate as the registered Bonds surrendered for exchange. Section 206. Registration of Transfer of Bonds. The Bond Registrar shall keep books for the registration, exchange arid registration of transfer of Bonds as provided in this 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 Bonds, The transfer of any Bond may be registered only upon the books kept for the registration of transfer of Bonds upon surrender of such Bond to the Bond Registrar, CifY of AWOMi Page 21 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: together with an assignment duly executed by the Holder or such Holder's attorney or legal representative in such form as shalt 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 Bond a ne%y registered Bond or Bonds, registered in the:,: _ name of the transferee, of any denomination or denominations authorized by this Resolution, in the aggregate principal arhount equal to the principal amount.of such Bond surrendered, of the same Series and maturity and bearing interest at the same.rate.:. ; In all cases in which Bonds shall be exchanged or the transfer of 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 Resolution. All Bonds surrendered in any such exchange or registration of transfer shall forthwith be cancelled by tlie. Bond-. Registrar. No service charge shall be made for any registration of transfer. or exchange..of 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 connectiorf"With.any registration of transfer or exchange of Bonds. Except as provided in a Series Resolution, 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 thee. day of mailing of a notice of redemption of Bonds under this 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 Bond so selected for redemption in whole or in part. Section 207. Ownership of 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 Bond is registered on the books of the City kept by the Bond Registrar pursuant to Section. 206. hereof as the Holder of such Bond for the purpose of receiving payment. of principal of and redemption premium, if any, and ipterest on such Bond, and for all other purposes whatsoever, whether such 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 2007 Bonds. (a) Authorization. There shall be initially issued under and secured by this Resolution the Series 2007 Bonds of the City, and this Resolution, in addition to the other matters encompassed hereunder, shall be deemed to be the Series Resolution for such Series 2007 Bonds. The Series 2007 Bonds shall be issued in the aggregate principal amount not to exceed Eighty Million Dollars ($80,000,000), with the exact aggregate principal amount of said Series 2007 Bonds to be determined by the City Manager as set forth in the Bond Purchase Contract referred to below.. The Series 2007 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 2007 Project"), (ii) fund a deposit to the Reserve Fund in respect of the Series 2007 Bonds, and (iii) pay the costs of issuance of the Series 2007 Bonds, including a premium in respect of Cit), Of Miami Page 22 of 7i Printed On: 101112007 File Number: 07-00913 Enactment Number., ,any Insurance Policy. The Series 2007 Bonds shall be designated "City of Miami, Tlorida Special Obligation Bonds, Series 2007 (Street and Sidewalk Improvement Program)." The Series 2007 Bonds shall be executed in the manner set forth in this Resolution and shall be deposited with the Bond Registrar for authentication but prior to or simultaneously with the authentication and delivery of the Series 2007 Bonds there shall be filed with the City Manager the following documents and opinions: M (i) a copy, certified by the City Clerk, of this Resolution; (ii) an opinion of the City Attomey to the effect that this Resolution has been duly adopted by the City Commission and is, in full force and effect; (iii) an opinion or opinions of Bond Counsel to the effect that (A) this Resolution has been duly adopted by the City Commission, is in full force and effect and is enforceable in accordance with its terns, (B) the issuance of the Series 2007 Bonds has been duly and validly authorized, (C) the Designated Revenues have been lawfully pledged, to the extent described in this Resolution, for the payment of the Series 2007 Bonds, (D) the Series 2007 Bonds constitute special obligations of the City payable in accordance with the provisions of this Resolution and (E) interest on the Series 2007 Bonds is excluded from gross income for federal income tax purposes; provided, however, that such opinion may take exception for limitations imposed by or resulting from bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights and judicial discretion; and (iv) any additional documents or opinions as Bond Counsel,- the Underwriters of the Series 2007 Bonds or their counsel may reasonably require. When (i) the documents mentioned above shall have been filed with the City Manager, (ii) the Series.2007 Bonds shall have been executed by the City and authenticated by the Bond Registrar as required by this Resolution, and (iii) the Underwriters have paid to the City the purchase price of the Series 2007 Bonds, then the Bond Registrar shall deliver such Series 2007 Bonds at one time to or upon the order of the Underwriters as set forth in the Bond Purchase Contract. The proceeds of the Sexies 2007 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 2007 Bonds. (b) Form, Denominations, Date, Interest Rates and Maturity Dates. The Series 2007 Bonds are issuable only in fully registered form and shall be in substantially the form thereof set forth in Exhibit "A" to this Resolution, with such appropriate City of Miami Page 23 of 71 Printer! On: 10///7007 File Number: 07-00913 Enactment Number: variations, omissions and insertions as may be required therein and approved by-the.Eity Manager as set forth in the Bond PDCase Contract. The Series 2007 Bonds sliall�be issued in denominations of $5,000 or any multiple thereof, or such other denominations as determined by the City Manager. The Series 2007 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 2q3 hereof, unless otherwise determinedby thd'City Manager and set forth in the Bond Purthase Contract. Interest on the. Series 2007; Bonds shall be payable semiannually on January 1 and July l 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 2007 Bonds shall mature on such date, in such year or years, but not later than the year 2037; shall bear interest at such fixed or variable. rate'.or rates,xmay be subject to mandatory redemption and optional redemption; and optionai'and mandatory tender for purchase, all as 4etermined by the City Manager and as-set.forth in the Bond Purchase Contract provided, however, that the Series 2007 Bonds shall.be-sold to the Underwriters at not less than n+nety-nine percent (99%) (including underwriters' discount but excluding original issu discount or premium) of the original principal. amount of the Series 2007 Bonds and ht a true interest cost rate not to exceed six:perdent (6%) per annum. The Series 2007 Bonds shall be numbered consecutively from R-1 and upwards. Subject to the foregoing, the aggregate principal amount, matur i'eg;: interest rates and other terms of the Series 2007 Bonds shall be as approved and determined by the City Manager and set forth in they 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 2007 Bonds. The Series 2007 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 aM delivery of the Series 2007 Bonds substantially in the form mentioned above is hereby authorized, and ,the execution of the Series 2007 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. I All payments of interest on the Series 2007 Bonds shall be made by check mailed to the owners in whose names Series 2007 Bonds are registered on the Record Date; provided, however, that the Holder of Series 2007 Bonds in an 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 on the Series 2007 Bonds shall be computed on the basis of a 360 -day year of twelve 3b -day months. (c) Optional Redemption. The Series 2007 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 2007 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 01Y Of miond Page .14 of 71 Primed On: 101112007 File Number: 07-00913 Enactment Number. City Clerk shall be conclusive evidenc� of the City's approval of the optional redemption provisions contained therein relating to the Series 2007 Bonds. (d) Mandatory Sinking Fund Redemetion. The Series 2007 Bonds consisting of Term Bonds, if any, shall be subject to mandatory redemption prior to maturity to. the extent of the Amortization Requiremerits therefor at the principal amount of siuch-Beries 2007 Bonds to be redeemed, plus accred interest to the date fixed for redemption;. but without premium, for which there is an Amortization Requirement due on such Series 2007 Bonds. The Amortization Requirements and redemption date or dates for the`TSeries 2007 Bonds consisting of Tema Bonds shall be as approved and determined by the; City Manager, all as set forth in the Bond purchase Contract.. The execution and deliveryof the Bond Purchase Contract by the City Manager and the City Clerk shall be conelusive evidence of the City's approval of the mandatory sinking fund redemption .`provisions contained therein relating to the Series 1007 Bonds. (e) Series Reserve Fund 14gquirement for Series 2007 Bonds.— The City Commission hereby authorizes the C#y Manager to establish a Series Reserve. Fund` Requirement for the Series 2007 Bonds if the City.. Manager determines that such a`Series Reserve Fund Requirement is in the beast interests of and advantageous to the, City..: The. City Manager shall determine the amount of the Series Reserve Fund'Requiremerit,. if any, for the Series 2007 Bonds, subject to the provisions of this Resolution. If the City Manager determines that the establishment of a Series Reserve Fund Requirement for. the Series 2007 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 2007 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 fbAh in an exhibit to said Bond Purchase Contract together with all of the other details of.the Series 2007 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) Approval of Form of !Paying Agent and Bond Registrar Agreement; Designation Pang Agent and Bond Registrar. The execution and delivery of the Paying Agent and Bond Registrar Agreement is hereby au,.horized 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 Gn• Of miand Page 25 of 71 Printed On: 101112007 File Number. 07-00913 Enactment Number iany such determinations, changes, insertions, omissions or filling in of blanks. �6mmerce Bank, National Association, is hereby designated to serve as Paying Agent and as Bond Registrar for the Series 2007 Bonds under this. Resolution. (g) 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 2007 Bonds, that a negotiated sale of the Series 2007 Bonds is in the best interests of the City for the following reasons: 1 M (i) The structure and timing of the issuance of the Series 2007 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; I (ii) The Designated Revenues comprise new revenue sources being pledged and consist of multiple revenue sources which require extensive planning and explanation to the market; and. (iii) The vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Series 2007 Bonds, in order to obtain the most favorable interest rates available. (h) 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 2007 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 J.P. Morgan Securities Inc. as representatives, on behalf of themselves and the other Underwriters. The City hereby approves the negotiated sale of the Series 2007 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 determine the final provisions of the Bond Purchase Contract, within the parameters for the Series 2007 Bonds set forth in Section 208 of this 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 detenninations, changes, insertions, omissions or filling in of blanks. Citi of Miami Page 26 of 71 Printer! On: 101112007 File Number: 07-00913 Enactment Number: (i) Approval of Prelimina Official Statement and Final Official Statement• Approval of Printer. The use and di tribution by the Underwriters of the Preliminary Official Statement in connection with the offering of the Series 2007 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; 6 the Rule, subsection (b)(l). 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' ao .,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 th� City and Bond Counsel. The use and distribution of a Final Official Statement in substantially the form of the Preliminary:..,Offficial Statement, and with such terms and previsions as modified.to. incorporate the final.teiris of the sale of the Series .2007 Bonds, subject to such changes, modifications,' deletions and additions as the City Manager, ulpon the advice of the Finance Directori --*;.City Attorney, disclosure counsel to the Qity and. Bond Counsel -may .deem- necessary and appropriate, the execution of the Final Official Statement for and on behalf of the Cityby the City Manager and the Finance. Director being conclusive evidence of the City's approval of any -such changes. t 6) Continuing Disclosure Agreement. In order to implement the continuing disclosure covenants contained in Section 608 hereof with respect to the Series 2007 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, 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. (k) Use of Proceeds of Series 2007 Bonds. The proceeds received from the sale of the Series 2007 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 2007 Bonds and the Bond Purchase Contract. The specific amounts to be deposited in the funds and accounts established by 'this Resolution for the Series 2007 Bonds shall be set forth in a certificate to be delivered by the Finance Director simultaneously with the delivery of the Series 2007 Bonds. OtY of Miami Page 27 of 71 Printed On: 1011I?007 File Number: 07-00913 Enactment Number: (1) Book -Entry Only System. The Series 2007 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 213 hereof. Upon initial issuance of the Series 2007 Bonds, and until the Series 2007 Bonds are no Idnger maintained through DTC's book-entry"only system, the Registered Owner of all the Series 2007 Bonds shall be, and the Serie-S-:`-21007 Bonds shall be registered in the name 4 Cede & Co., as nominee of DTC. The.S.eries 2007 Bonds shall be initially issued in,the form of separate single typewritten Bonds -for each maturity of Series 2007 Bonds. Section 209. Additional Bonds for Capital Improvements. -In addition to --the Bonds authorized under the provisions of Section 208 of this Article, one or more.Se: ies. r of Additional Bonds of the City may bd issued under and secured by this.Resolution, 6n.a parity as to the pledge of the Designated Revenues with the .Bonds theretofore issued . . under and secured by this Resolution' and then Outstanding, subject to� the conditions hereinafter provided, in this Section 20b, from time to time for the.purpose of paying.all or any part of the cost of any capital improvements for roadway . or tr3nsportatiori purposes not inconsistent with the authorized use of the Designated Revenues: Each such. Series of Additional Bonds issued pursuant to this Section 209 shall be designated. -a& "City of Miami, Florida Special Obligation Bonds; Series (Streets and Sidewalk Improvement Program)", with the yepr in which such Series of Additional Bonds is , issued inserted in the foregoing space and, if more than one Series is to be issued in a ' year, with an appropriate letter (commencing with "A") inserted after the. year to distinguish each Series issued in such year from the other, Series issued in such year. Before any Additional Bonds shall be issued under the provisions of this Section, the City Commission shall adopt a Series Resolution authorizing the issuance of such Additional Bonds, fixing (or providing for the fixing of) the amount and the details thereof, and describing in brief and general terms the capital improvements to be constructed or acquired, which capital improvements shall be consistent with the authorized uses of the Designated. Revenues. The Additional Bonds of each Series issued under the provisions of this Section shall be dated, shall be stated to mature (subject to the right of prior redemption as hereinalqer set forth) on such date or dates, in such year or years not more than forty (40) years after the date of issuance of the Additional Bonds, shall bear interest at such rate or rates, fixed or variable, shall have such optional tender features and Credit Facility or Insurance Policy, shall have such Bond Registrar and Paying Agent, may be in the form of Current Interest Bonds or Capital Appreciation Bonds, and any Term Bonds of such Series shall have such Amortization Requirements,. and may be made redeemable at such times and prices (subject to the provisions of Article III of this Resolution), all as may be provided for in, or pursuant to, the Series Resolution for such Additional Bonds. Except as to any Credit Facility or Insurance Policy and as to any difference in the maturities thereof or the rate or rates of interest or the provisions for redemption and except for such differences, if any, respecting the use of moneys in the various funds and accbunts created herein, such Series of Additional Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Resolution as all other Bonds theretofore or thereafter issued under this Resolution. Gty of Miami Page 28 of 71 Printed On: 101112007 File Number: 07-00913 Enactment Number: i Such Additional Bonds shall be executed in the form and manner hereinabove set forth, with such changes as may be necessary or appropriate to conform to the provisions of the Series Resolution authorizing the issuance of such Additional Bonds, and shall be deposited with the Bond Registrar for authentication and delivery, but before such Additional Bonds shall be delivered by the Bond Registrar, there shall be filed with the City Manager the following: (a) a copy, certified by the City Clerk, of the Series Resolution for such Series, of Additional Bonds; (b) if applicable, a copy, certified by the City Clerk, of the resolution adopted by the City awarding such Additional Bonds, or the Bond Purchase Contract specifying the interest rate, or rates for such Additional Bonds, or if such Additional Bonds are Variable Rate Bonds, the initial interest rate and the manner of determining the interest rates on such Additional Bonds in the future and directing the delivery of such Additional Bonds to or upon the order of the purchasers therein named upon payment of the purchase price therein set forth (provided that such matters may be set forth in the Series Resolution); (c) a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Additional Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements, including the Principal and Interest Requirements with respect to the Additional Bonds then to be delivered, for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); (d) an opinion of Bond Counsel to the effect that (i) the Series Resolution referred to in clause (a) above has been duly adopted by the City, (ii) the issuance of such Additional Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in this Resolution, for the payment of the Additional Bonds, (iv) such Additional Bonds constitute special obligations of the City payable in accordance with the provisions of this Resolution and (v) the interest on such Additional Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); (e) an opinion of the City Attorney to the effect that the issuance of such Additional Bonds has been duly authorized and that all conditions precedent to the delivery of such Additional Bonds have been fulfilled; and (0 a certificate of the Finance Director to the effect that no.event of default, as defined in Section 701 of this Resolution and no event which with the passage of time, the giving of notice or both would become an event of default, has occurred within the twelve (12) consecutive calendar months prior to the date of such certificate and is continuing. City of Miami Page -79,7/'7/ Primed On: /011/2007 File Number: 07-00913 Enactment Number. , In determining whether to execute and deliver the certificate mentioned in clause (c) of this Section 209, if the rates for any of the surtaxes or surcharges mentioned in clause (a), (b) or (c) of the definition of Designated Revenues herein shall have been revised, by the City, the County or by general law applicable thereto, and such revision of such rates shall have gone into effect prior to the issuance of such Additional Bonds, or pursuant to a Series Resolution in which the City has designated additional revenues as Designated Revenues under clause (d) of the definition of Designated Revenues, the amount -of the.. Designated Revenues which would have been realized during the twelve (I 2)consecutivei .". month period (described in (c) above) required to.be examined and reported upon in, said certificate had such revised rates gone into effect or such additional revenues had been pledged on the first day of such period may be used by the Finance Director: When the documents mentioned above in this Section 209 shall have been filed.with the City Manager and when the Additional Bonds descriped in the resolutions mentioned in clauses (a) and (b) of this Section shall have been executed by the City .and authenticated by the Bond Registrar as required by this Resolution, the Bond Registrar shall deliver such Additional Bonds at one time to or upon the order of the purchasers thereof, but only upon payment to the Finance Director of the purchase price of such - Additional Bonds. The Finance Director shall be entitled to rely upon such resolutions as to all matters stated therein. Simultaneously with the delivery of such Additional Bonds, the Finance Director shall apply the proceeds of such Additional Bonds, as follows: (1) deposit the acorued interest, if any, received -to the credit of the Principal and Interest Account; (2) deposit in the Principal and Interest Account. the amount, if any, equal to the interest on such Additional Bonds to be paid from the proceeds thereof; (3) deposit to the credit of the Reserve Fund (or a separate Account therein) the amount, if any, equal to the amount, authorized by the. City, as provided for in the Series Resolution or the Bond Purchase Contract relating to such Additional Bonds; and (4) apply the balance of such proceeds as provided in the Series Resolution providing for the issuance of such Additional Bonds. Section 210. Refunding Bonds. One or more Series of Refunding Bonds of the City may be issued from time to time under and secured by this Resolution, subject to the conditions hereinafter provided in this Section, for the purpose of providing funds for refunding all or any Bonds of any one or more Series of Bonds then Outstanding, including the payment of any redemption premium thereon and interest that will accrue on such Bonds to the redemption date or stated maturity date or dates, funding any funds and accounts hereunder and paying any expenses in connection with such refunding and for any related lawful purpose. Each such Series of Refunding Bonds shall be designated as "City of Miami, Florida Special Obligation Refunding Bonds, Series ", with the City of Miami Page 30 of 7/ Primed On: 10/1/2007 File Number: 07-00913 Enactment Number: year in which such Series of RefundingBonds is issued,inserted in the foregoing space and, if more than one Series is to e issued in a year, with an appropriate letter (commencing with "A') inserted after the year to distinguish each Series issued in such year from the other Series issued in such year. Such Refunding Bonds shall be appropriately designated, shall be dated, shall be stated to mature in such principal amount or amounts, shall bear interest at a rate or rates not exceeding the maximum rate then permitted by law, may be secured by an Insurance Policy or a Credit Facility and may be made redeemable at such times, and prices (subject to the provisions of Article III of this Resolution), all as may be provided for in, or pursuant to, the Series Resolution authorizing the issuance of such Series of Refunding Bonds. , Except as to any Credit Facility or Insurance Policy and as to any difference in the maturities thereof or the.rate. or rates of interest or the provisions for redemption and except for- such differences; if any, respecting the use of moneys in the various funds and accounts created herein, such Series of Refunding Bonds shall be on a parity with and shall be entitled to the same benefit and security of this Resolution ('as all other Bonds theretofore or thereafter. issued under this Resolution. Prior to or simultaneously with the authentication and delivery of such Refunding Bonds by the Bond Registrar to or upon the order of the purchasers thereof or: the designated representative, there shall be filed with the City Manager the following documents and opinions: (a) a copy, certified by the City Clerk, of the Series Resolution adopted by the City, approving the sale of such Refunding Bonds to the purchasers thereof and directing the delivery of such Refunding Bonds to or upon the brder of such .purchasers upon payment of the purchase price therein set forth and the accrued interest, if any, thereon; (b) an opinion of Bond Counsel to the effect that (i) the Series Resolution referred to in clause (a) above has beeniduly adopted by the City, (ii) the issuance of such Refunding Bonds has been duly and validly authorized, (iii) the Designated Revenues have been lawfully pledged, to the extent described in this Resolution, for'the payment of the Refunding Bonds, (iv) such Refunding Bonds constitute special obligations of the City payable in accordance with the provisions of this Resolution and (v) the interest on such Refunding Bonds is excluded from gross income for federal income tax purposes (to the extent such Bonds are being issued as tax-exempt Bonds); . (c) an opinion of the City Attorney to the effect that the issuance of such Refunding Bonds has been duly authorized and that all conditions precedent to the delivery of such Refunding Bonds have been fulfilled; and (d) any additional documents or opinions as Bond Counsel,. the initial purchasers of such Refunding Bonds or their counsel or any Credit Bank or Insurer or its counsel may reasonably require. The Bond Registrar, however, shall nbt deliver such Refunding Bonds unless the City Manager has also received: Ci Y of M atm Page 31 of 71 Printed On: 10!1!2007 File Number: 07-00913 Enactment Number.• (I) if the Bonds to be refunded do not mature or are not being redeemed on the date of delivery of the Refunding Bonds, a written verification of an Accountant that the proceeds (excluding accrued interest) of such Refunding Bonds, together with any other available money, deposited with a Depositary,. acting as escrow agent solely for the Holders of such Bonds to be refunded, and the interest that shall accrue -upon any Defeasance Obligations acquired pursuant to clause (2). below of this Section, shall be not less than an amount sufficient to pay the principal o1i and the redemption premium, if any, on the Bonds to be refunded and the .. interest that will accrue thereon to the .respective redemption and/or...' maturity dates, as applicable; and (1I) (A) a Certificate of the Finance Director showing that the. aggregate Principal and Interest Requirements on, account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision for -payment of the Bonds to. be refunded) following the.FiscaI Year in which such Refunding Bonds are to. be delivered shall not exceed: the aggregate Principal. and. Interest Requirements on account. of all .the Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; (B) the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (after the issuance of such Refunding Bonds and after the redemption or provision ' for payment of the Bonds to be refunded) following the Fiscal Year in which such Refunding Bonds are to be delivered is less than the net present value of the aggregate Principal and Interest Requirements on account of all Bonds Outstanding (including the Bonds to be refunded) immediately prior to the issuance of such Refunding Bonds following the Fiscal Year in which such Refunding Bonds are to be delivered; or (C) assuming the Bonds to be refunded are not then Outstanding, a certificate of the Finance Director demonstrating that the percentage derived by dividing the amount of the Designated Revenues received by the City during any twelve (12) consecutive months in the eighteen (18) months next preceding the date of delivery of the Refunding Bonds then requested to be delivered, by the Maximum Principal and Interest Requirements on all Outstanding Bonds, including the Principal and Interest Requirements with respect to the Refunding Bonds then oto be delivered (but, not including the Bonds to be refunded), for any future Fiscal Year is not less than one hundred thirty-five per centum (135%); provided, however, that for purposes of the calculation required by this subclause (C) in connection with the issuance of Refunding Bonds pursuant to a forward refunding or forward delivery or other such similar arrangements, the "date of delivery" of the Refunding Bonds shall be deemed to be the date on which the contract or agreement providing for such forward refunding, forward delivery or other similar Citi of Miami Page 32 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: arrangement is executed and delivered (instead of the actual future date of delivery of the Refunding Bonds). After provision for payment of the expenses incident to such refunding, the proceeds of such Refunding Bonds (including accrued interest) and any other funds made available by the City shall be applied by the Finance Director simultaneously with the delivery of the Refunding Bonds as follows: (1) the accrued interest received as part of the .proceeds of such « Refunding Bonds shall be deposited to the credit of the Principal and Interest Account; (2) if. the Bonds to be refunded do not mature or are not being redeemed on the date of delivery of the Refunding Bonds, an amount' that; together with the interest that shall accrue on the Defeasance Obligations'acquired pursuant to this clause (2), shall be sufficient to pay the principal. of and, redemption premium, if any, and the . interest on the Bonds ..to be .refunded hereunder, shall be paid to a Depositary, acting as escrow agent, for deposit to the credit of a special account, appropriately designated, to be held in. trust for the sole and exclusive purpose .of paying such principal, redemption. premium and interest; and money held for the -credit of such account shall, as. nearly as may be practicable and reasonable, be invested and reinvested in Defeasance Obligations that shall mature or be subject to redemption by the holder thereof only at the option of such holder, at such time or times as shall be necessary or desirable to effectuate the purpose of such Refunding Bonds as stated in the Series Resolution mentioned in clause (a) of this Section; (3) if the Bonds to be refunded mature or are being redeemed + on the date of delivery of the Refunding Bonds, the amount necessary to pay or redeem the Bonds shall be applied for such purposes; and (4) any other amounts shall be applied as provided in the Series Resolution providing for the issuance of such Refunding Bonds. Section 211. Temporary Bonds. Until definitive 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 Bonds and subject to the same limitations and conditions, typewritten, printed, engraved or lithographed temporary Bonds, in the form of fully registered Bdnds, substantially of the tenor of the Bonds set forth in this Resolution and with such appropriate omissions, insertions and variations as may be required. Until definitive Bonds are ready for delivery, any temporary Bond, if so provided by the City by resolution, may be exchanged at the principal corporate trust office of the Bond Registrar, without charge to the Holder thereof, for an equal aggregate principal amount of temporary fully registered Bonds of authorized denominations, of like tenor, of the same maturity and bearing interest at the same rate. Croy oJMiami Page 33 of 71 Printer! Ong 101112007 File Number., 07-00913 Enactment Number: If temporary Bonds shall be issued, the City shall cause,the definitive Bonds to be prepared and to be executed and deliveiled to the Bond Registrar, and the Bond Registrar, upon presentation to it at its principal office of any temporary 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 Bond surrendered. Until: so exchanged, the temporary Bonds shall in all respects be entitled to the same benefit find, security of this Resolution as the definitive Bonds to be issued and authenticated hereunder. Section 212. Mutilated, Destroyed, Stolen or Lost Bonds. In case any Bond secured hereby shall become mutilated or be destroyed, stolen of lost, the City shall cause to be executed, and the Bond Registrar, shall authenticate and delivei; a new Bond of like date and tenor in exchange and substittition for such mutilated Bond or in heir of and in substitution for such Bond destroyed,,' stolen or lost, and the Holder shall pay the reasonable expenses and charges . of fhe City and the Bond Registrar in connection therewith and, in case of a Bond destr?yed, stolen or lost, the Holder shall file.with the Bond Registrar evidence satisfactory to it and to the City that such 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 Bond that is mutilated, destroyed, stolen or lost shall constitute an additional contractual obligation of the City, whether the destroyed, stolen or lost 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 Bonds duly issued under this Resolution. All Bonds shall be held and owned upon the express condition that the foregoing provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, stolen or lost 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 213. Book -Entry Only sy tem. (a) The provisions of this $ection may be changed or varied with respect to any Series of 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 of Bonds 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 Resolution be considered the registered owner of such 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 Bonds during such time as the Bonds are registered in the name of a securities depository pursuant to a book -entry only system of registration. City of A4iami Page 34 of 71 Printed On: 101112007 File Number: 07-00913 Enactment Number. (b) With respect to any Series of 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 Bonds. As to any Series of Bonds maintained through a book -entry only system, without limiting the immediately preceding sentence, the City, the Bond Registrar and the Payin&Agent shall have no responsibility or obligation with respect to (i) the accuracy of the records oft:..* DTC, Cede & Co. or any DTC participant (or any such other depository) with respect to any beneficial ownership interest in such Series of 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 Series of Bonds, including any notice of redemption, or (iii) the payment to any DTC participant, any Beneficial Owner- or any.,. other person, other than DTC (or any such other depository), of.any amount with respect to principal of, redemption premium, if any, or. interest on such Series of Bonds. Notwithstanding any other provision of this Resolution to the contrary, the City; the Bond... Registrar and the Paying Agent shall be entitled to treat. and consider DTC (of. anyauch:: other depository) as the absolute owner of such Bonds. for the purpose of payment of principal of, redemption premium, if any, and interest on such Bonds, for the purpose. of giving notices of redemption and other matters with respect to such Bonds, for the purpose of registering transfers with respect to such Bonds, and for all other .purposes whatsoever. The Paying Agent shall pay all principal of, redemption premium, if any, and interest on such Bonds only to or upon the order of DTC (or. any such other depository then in effect) and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to payment. of principal of, redemption premium, if any, and interest on such 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 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 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 Resolution shall refer to such new nominee. (c) ' (1) The securities depository may determine to discontinue providing its services withrespect to the Bonds at any time by giving written notice to the City and the Bond Registrar and discharging its responsibilities with respect thereto under apRlicable law. (2) The City, in its sole discretion and without the consent of any other person, may terminate the services of a securities depository with respect to a Series of Bonds if the City determines that the continuation of the system of book - entry -only transfers through such securities depository is not in the best interests of the Beneficial Owners of the Bonds or is burdensome to the City, and shall 011, of Miami Page 35 of 71 Printed On: 101112007 File Number: 07-00913 Enactment Number: i terminate the services of such securities depositor, with respect to the 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 applicable Series of. Bonds that: (i) the depository is unable to discharge its responsibilities. with respect to the Series of Bonds; or (ii) a continuation of the requirement that all .of the Outstanding Series of Bonds be registered in the registration books kept by the i .` Bond Registrar in. the name of the depository's nominee is not in the best interest. of the Beneficial Owners of the Series of Bonds. . (3) Upon the termination of the services of the depositorywith respect to a Series of Bonds pursuant to subsection (c)(2)(ii) hereof, or upon the discontinuance or termination of the services of►the depository with respect to a Series of.Bonds pursuant to subsection (c)(1) or subsection (c)(2)(i) hereof after which no substitute securities depository willing to undertake the functions of the existing 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 of 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 Owneh"beneficial interest in the Bonds. (4) Notwithstanding any other .provisions of this Resolution to the contrary, so long as any Series of Bonds is registered in the name of the depository's nominee, all payments with respect to the principal of, redemption premium, if any, and interest on such Bonds and all notices with respect to such Bonds 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 of Bonds. (5) In connection with - any notice or other communication to be provided to Bondholders pursuant to this 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 IV] City of Miami Page 36 of 71 Printed On: 101112007 File Number: 07-00913 Enactment Number: A�TICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds. 1 (a) The Bonds of each Series issued under the provisions of this Resolution may be made subject to mandatory, 'extraordinary mandatory and optional redemption by the City, either in whole or in part, anA at such times and prices as may be provided for in, or pursuant to, the Series Resolution providing for the issuanpe thereof. (b) In addition, the Term Bonds of each Series are required to be redeemed to the extent of the Amortization Requirements, if any, therefor established by, or pursuant to, the Series Resolution providing for the issuance thereof. . _ .. Section 302. , Selection of Bonds to be Redeemed. The Bonds shall be redeemed only in the minimum denomination iuthonized hereunder or by the applicable Series Resolution or in whole multiples of such minimum denomination, except that if, following any redemption in part of a Bond, the remaining principal amount. Outstanding would not be the minimum authorized denomination or a whole multiple thereof; the Bond shall be redeemed in full. In selecting Bonds for redemption, the City and the Bond Registrar shall treat each Bond as representing the number of Bonds that is obtained by dividing the principal amount of such Bond by the minimum denomination authorized by the applicable Series Resolution. Except as otherwise provided in this Resolution or.in any Series Resolution, if less than all of the Bonds shall be called for redemption, the particular maturity or maturities of Bonds or portions of 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) Except as otherwise provided in a Series Resolution, at least thirty (30) days, but not more than sixty (60) days, before the redemption date of any 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 Bonds to be redeemed in whole or in part and to any Fiduciaries, but any defect in such notice or the failure so to mail any such notice to any Holder owning any Bonds shall not affect the validity of the proceedings for the redemption of any other Bonds. Each such notice shall set forth the' name of the Bonds or portions thereof to be redeemed, the date fixed for redemption, the redemption price to be paid, the Series, and if less than all the Bonds of a Series shall be called for redemption, the maturities of the Bonds to be redeemed, the CUSIP numbers, the name and address (including contact person and phone number) of the Fiduciary to which Bonds called for redemption are to be delivered and, if less than all of the Bonds of any one maturity then Outstanding shall be called for redemption, the distinctive numbers and letters, if any, of such Bonds to be Ciry of Miami Page 37 of 71 Printed On: 10/1/2007 Fite Number: 07-00913 Enactment Number. redeemed and, in the case of Bonds to be redeemed ip part only, the portion -of th-e principal amount thereof to be redeemJd. If any 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 Bond, a new Bond in principal amount equal to the unredeemed portion of such Bond and of the same Series and mdturity and bearing the same interest rate will .be issued. Any notice as provided herein;shall be conclusively presumed to.have been du' 1y given, whether or not the owner of the 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 Bonds called for redemption or purchase, such potice shall state that 'i ' tis subjept 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, srich notice shall be of no effect unless such moneys are so deposited. _ If the amount of funds deposited.witl the Depositary or the Paying Agent, as applicable, for such redemption, or otherwise available, is insufficient to pay the redemption price and accrued interest on the Bonds so called for redemption on.the......:. . redemption date, the Paying Agent shall redeem. and pay on such date an amount of such Bonds for which such funds are sufficient, selecting the Bonds to be redeemed by lot from among all such Bonds called for riedemption on such date, and among different. maturities of Bonds in the same manner as the initial selection of Bonds to be redeemed, and from and after such redemption date, interest on the Bonds or portions thereof so paid shall cease to accrue and become payable; but interest on'any Bonds or portions thereof not so paid shall continue to accrue until paid at the same rate as it would have had such 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 Iin 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 Bonds and to one or more national information services that disseminate notices of redemption of obligations such as the 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). >> Upon the payment of the redemption rice of Bonds being (i i) P P Y P� p g redeemed, each check or other transfer of funds issued for such Ci;Y of Mi(Imi Page 38 of 71 Printed On: 101112007 File Number. 07-00913 Enactment Number purpose shall be the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (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 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 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 Bonds or portions thereof called for redemption shall be due and payable at the ,redemption price provided therefor, plus accrued interest 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 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 Bonds to be redeemed, interest on the Bonds called for redemption shall cease to accrue after the date fixed for redemption; such Bonds shall cease to be entitled to any benefits or security under this Resolution or to be deemed Outstanding; and the Holders of such Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof, plus accrued interest to the date of redemption; provided, that such notice of redemption has not been rescinded, as permitted above. Bonds and portions of 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 them shall not thereafter be deemed to be Outstanding under this Resolution and shall cease to be entitled to the security of or any rights under this 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 Bonds for any unredeemed portions of Bonds, if money or Defeasance Obligations, or a combination of both, sufficient to pay the redemption price of such Bonds or portions thereof, together with Cily of Miami Page 39 of 71 Printed On: 101112007 File Number- 07-00913 Enactment Number: accrued interest thereon to the date upon which such Bonds are to be paid or redeemed; as set forth in Article XI hereof, are held in separate accounts by the Depositary itr trust for the holders of such Bonds. Section 305. Redemption of Portion of Bonds. If a portion of an Outstanding Bond shall be selected for redemption, the Holder thereof or such Holder's attothey-or legal representative shall present and; surrender such 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 Bond so surrendered, a Bond of the same Series and maturity. 4 and bearing interest at the same rate. Section 306. Cancellation. Bonds so redeemed, presented and surrendered shall... be cancelled upon the surrender thereof.. Bonds so cancelled shall be destroyed by the . Bond Registrar and a certificate of desjruction shall be filed with the. FinanceDirectorby the Bond Registrar. [END OF ARTICLE IIID city of Miami Page 40 of 71 Printed On: 10/1/3007 Fite Number: 07-00913 Enactment Number: f ARTICLE IV FUNDS AND ACCOUNTS Section 401. Funds and Accounts.. There are hereby created and designated the "City of Miami Special Obligation Bor;ds Debt Service Fund" (the "Debt Service-FunW) and two accounts therein designated tho "Principal and Interest Account"' (the "Principal and Interest Account") and the "Expense Account" (the "Expense Account') :and: the "City of Miami Special Obligation Bonds Reserve Fund" (the. "Reserve Fund");,:all of which funds and accounts shall be held in trust by the. Paying, Agent. There:. is hereby created and designated the "City of Miami Special Obligation Bonds Rebate Fund".;(the "Rebate Fund'), which fund shall be held in trust by the City. There is hereby created and designated the "City of Miami Special ObligatiorfBon& . Designated Revenues Fund" (the "Designated Revenues Fund") to be held in trust by the City.for the benefit 0,1 the Holder of theponds. The City hereby covenants that the applicable percentage of all revenues repeived, collected and derived from the -Designated Revenues in each Fiscal Year will be deposited in or credited to.the Designated Revenues Fund created hereby. All moneys depolited in or credited to the Designated. Revenuess. .: Fund shall be held in trust and applied only as provided in this Resolution; and pending. such application, are hereby pledged as security for the holders of the Bonds until. applied, as provided herein, to a purpose not inconsistent with such pledge. Section 402. Funds and Accounts as Trust Funds. All moneys held in the funds and accounts established in or pursuant to Section 401 of this Article or any subfund or account established by any Series Resolution shall be held in trust and, pending the application of such moneys as hereinafter in this Article provided, such moneys (except for moneys on deposit in the Rebate Find) shall be subject to a lien and charge in favor of the Holders, any Credit Banks and arty Insurers. Section 403. Application of Designated Revenues: Hedge Receipts. The City shall cause the Finance Director to deposit all revenues generated from the Local Option Gas Taxes, Transportation Surtax and the Parking Surcharge, as the same are collected, to the credit of the City's general or special fund in which such revenues are received and thereafter promptly transfer the Designated Revenues to the Designated Revenues Fund. The City shall then transfer Designated Revenues from such Designated Revenues Fund to the Rebate Fund, the Principal and Interest Account, the Reserve Fund and the accounts established within said Fund and the Expense Account and apply the same to the payment of required arbitrage rebate payments, the interest on and the principal of the Bonds, Hedge Obligations-, if any, the required deposits, if any, to the Reserve Fund and the fees and expenses payable from the Expense Account, all in accordance with the provisions of this Section 403 or as otherwise provided in any Series Resolution. Any balance after meeting the foregoing requirements as to each Series of Bonds shall be deposited as provided in this Section 401. On or before the Business Day preceding any date on which arbitrage rebate payments under the Code are required to be made, -the Finance Director shall withdraw moneys Citta of Miami Page 41 of 7/ Printed On: 10/1/2007 File Number., 07-00913 Enactment Number: from the Designated Revenues Fund and deposit to the credit of the Rebate Fund such amounts as directed by the City to make such arbitrage rebate payments hereunder. Upon receipt, the Finance Director shall deposit any Hedge Receipts to the credit of the Principal and Interest Account. On or before the twenty-fifth (25th) day of each month, commencing in the month in which the Series 2007 Bonds are issued under the provisions of Section 208 of this Resolution, the Finance Director shall withdraw from the Designated Revenues Fund an « amount equal to the amount then held for the credit of the Designated Revenues:Fund or such lesser amount as shall be required to fund the deposit requirements set forth in clauses (a), (b), (c) and (d) below, and apply the moneys so withdrawn to make the following payments and deposits in the following order: (a) Deposit to the credit of the Principal and Interest. Account an amount equal to one-sixth (1/6th) df the interest becoming due on the Bonds on the next semiannual Interest Payment Date; provided, however, that the amount so deposited on account of interest in :each month after the delivery of the Bonds of any Series up to and including the month immediately preceding the first Interest Payment Date thereafter. of the Bonds of such Series shall be that amount that when multiplied by the number of such deposits will be'equal to the amount of interest payable on such Bonds on such first Interest Payment Date less the amount of any accrued interest paid on such Bonds and deposited to the credit of the Principal and Interest Account; , . (b) Deposit to the credit of the Principal and Interest Account an amount equal to the sum of (i) one -twelfth (1/12th) of the principal of Serial Bonds that will mature and become due on the next annual maturity ' date and (ii) one -twelfth (1/12th) of the Amortization Requirements that will become due and payable within the next Fiscal Year, such deposits to commence in such month or to be adjusted in such amounts as will ensure that on the dates such principal or Amortization Requirements are due and payable sufficient moneys will be on deposit in the Principal and Interest Account. Notwithstanding the foregoing provisions, moneys shall not be required to be deposited to the credit of the Principal and Interest Account (A) pursuant to clause (a) above if the amount then to the credit thereof is equal to the interest becoming due and payable on the Bonds on the next Interest Payment Date and (B) pursuant to clause (b) above if the amount then to the credit, thereof is equal to the sum of (i) the principal of Serial Bonds maturing on the next maturity date and (ii) the Amortization Requirement for such Fiscal Year on account of the Term Bonds Outstanding. If the period between Interest Payment Dates is other than six (6) months or the period between principal payment dates is other than twelve (12) Cite of Miami Page 42 of 71 Printed On: 101112007 File Number 07-00913 Enactment Number: months, then such monthly deposits shall be increased or decreased, as__..-. appropriate, in sufficient amounts to provide the required interest amouhf" , � ' coming due on the next Interest Payment Date or the principal amount maturing or Amortization Requirement due on the next principal payment . date or redemption date, as. applicable. Provided, further that such amounts to be deposited shall be adjusted to provide for any Hedge obligations then due to a Hedge Counterparty (excluding any Hedge._ Termination Payment). (c) Deposit to the credit of the Reserve Fund (or each Account within the Reserve Fund to the extent that a. Reserve Account has been established within the Reserve Fund for a particular Series of Bonds), x without priority of one Account over another, if any, beginning with" respect to each Series of Bdnds for which a Series - Reserve Fund ':- Requirement has been established on the twenty-ffth (25th) .day. of the r. month in which such Series cif Bonds are delivered to the.purchasers .. thereof, such sums as shall be at least sufficient to pay an amount equal - one -twelfth (1/12th) of the difference .between the 'amount, if any; on deposit in the Reserve Fund or, Account therein (including any .ReserV*e_ �:::. Fund Insurance Policy or Reserve Fund Letter of Credit) on the date of issuance of the Series of Bonds and the increase in the amount required to , be held therein due to such. Series Reserve Fund Requirement, if any, for such Series of Bonds and, provided, further, that no payments shall be required to be made into the, Reserve Fund of any Account therein whenever and as long as the amount deposited therein (including any Reserve Fund Insurance Policy or Reserve Fund Letter of Credit) shall be equal to all of the Series Reserve Fund Requirements for all Series of Bonds to which such Reserve Fund or Account therein relates. I Notwithstanding the foregoing provisions, in lieu of or in substitution for the required deposits, if any, hereunder (including existing deposits) into the Reserve Fund- 'or any Account therein, the City may cause to be deposited into the Reserve Fund or any Account therein for any Series of Bonds, a Reserve Fund Insurance Policy or a Reserve Fund Letter of Credit for the benefit of the holders of the Bonds of such Series in an amount equal to the difference between the applicable Series Reserve Fund Requirement and the sums to remain on deposit in the Reserve Fund or any Account therein, after the deposit of such Reserve Fund Insurance Policy or Reserve Fund Letter, of Credit, if any, which Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date on which a deficiency exists with respect to the applicable Series of Bonds which cannot be cured by all moneyt in any Fund or Account, including the applicable Account, if any, in the Reserve Fund hereunder, held pursuant to this Resolution and available for such purpose. If a disbursement is Citi of Miami Page 4 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: made under a Reserve Fund Insurance Policy or Reserve Fund Letter o£.... . Credit, the .City shall be obligated to either reinstate the maximum limits- of imitof such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit within twelve (12) months following such disbursement or to deposit into the Reserve Fund or applicable Account therein, as provided. in the next paragraph, funds in the amourit .of the disbursements made under such Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, or a - combination of such alternatives. In the event that any moneys shall be' withdrawn from the Reserve Fund or, any Account therein for payineiits into the Principal. and, Interest Account, such withdrawals shall be subsequently restored in the manner described: in the first paragraph of this qlause (c). from the. Designated Revenues ' available after all required payfnents have been made into the Principal and Interest Account, including any deficiencies for prior. payments, unless restored by the reinstatednent of the maximum limits of a. Reserve Fund Insurance'Policy or Rese*e Fund Letter of 'Credit (without priority., of one Account over another Account, if any).. In the event that a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be drawn upon, the principal portion of the related payment obligations to the issuer of such 'Reserve Fund Insurance Policy or Reserve Fund Letter of Credit shall be paid after all required payments have been made to the Principal and Interest Account, including any deficiencies for prior payments,. in accordance. with the terms of 'any agreement between the City and such issuer, on a parity and on a pro -rata basis with all other obligations payable under this elause (c)to other issuers of any Reserve Fund Letter of Credit or Reserve Fund Insurance,Policy and cash funding requirements to the different Accounts established for each Series of Bonds but prior to making any gash deposit. to the Account to which such insurance policy or Letter of Credit relates, if any, provided that such Insurance Policy or Letter of Credit is reinstated in the amount of such payment concurrently with the receipt of such payment by the. issuer thereof. (d) Any balance remaining after satisfying the requirements of clauses (a), (b) and (c) above shall be deposited to the credit of the Expense Account in an amount sufficient to pay (i) the fees, interest and other amounts owing any issuer of a Reserve Fund Insurance Policy or Reserve Fund Letter of Credit, (ii) any fees and expenses of Fiduciaries or Hedge Counterparties coming due in such month and any other administrative fees and expenses coming due in such month with respect to Bonds, (iii) any costs of issuance of a Series of Bonds that remain to be paid, and (iv) any Hedge Termination Payment that is due. Cid y- of Mianti Page 44 of 71 Printed On: 101112007 File Number. 07-00913 Enactment Number: (e) Any such balance remaining in the Designated Revenues Fund after making the withdrawals and.satisfying the requirements mentioned in clauses (a), (b), (c) and (d) above shall be deposited to pay principal and interest on Subordinated Indebtedness in the manner provided in the resolution authorizing such Subordinated Indebtedness. If the moneys withdrawn for deposits to the above funds and accounts and for making the other required payments as above set forth shall not be sufficient to make such « deposits and payments, the requirements in each.month thereafter for each of the above deposits and payments -for which the required monthly deposit or payment has not been made shall be cumulative and the amount of any deficiency in any such monthly deposit or payment shall be added to the amount otherwise required to be deposited in each month thereafter until such time as such deficiency shall have been made up. The balance, if any, remaining to the credit of the Designated Revenues Fund after making the withdrawals and satisfying the requirements mentioned in clauses (a), (b), (c), (d) and (e) above in any Fiscal Year shall be withdrawn and deposited to the City's general or special revenue fund from which such moneys were originally withdrawn, in the same percentage in which such Designated Revenues were originally deposited to the Designated Revenues Fund. Section 404. Application of Moneys in Principal and Interest Account. The City shall cause the Paying Agent, on or before each Interest Payment Date to withdraw from the moneys then on deposit in the Principal and Interest Account, set aside in trust with the Paying Agent or Paying Agents and cause the Paying Agent or Paying Agents to remit by mail to each Holder the amounts required for paying the interest on the Bonds on. such Interest Payment Date and to each Hedge Counterparty, ..if any, Hedge Obligations on such Interest Payment Date and to each Holder on or before each principal payment date withdraw from .the moneys then on deposit in the Principal and Interest Account and set aside in trust with the Paying Agent or Paying Agents the amounts required to pay the principal or Amortization Requirements of the Bonds due on such principal payment date. To the extent moneys in the Principal and Interest Account for the payment of principal or Amortization Requirements of the Bonds are in excess of the amount required for payment of Bonds theretofore matured or called for redemption, said moneys may be used by the Paying Agent, at the direction of the City, to purchase Bonds maturing or subject to redemption from Amortization Requirements on the next succeeding principal payment date at a purchase price not exceeding the principal amount thereof, or to the extent said moneys are in excess of the amount required for payment of the Bonds theretofore matured or called for redemption and the total amount of principal scheduled to become due either at maturity or as a result of Amortization Requirements on the next succeeding principal payment, date, to purchase any other Bonds, provided further that no such purchase shall be made within the period of forty-five (45) days immediately preceding an Interest Payment Date on which the Bonds are subject to call for redemption under the provisions of this Resolution except from moneys other than moneys set aside or deposited for the redemption of Bonds. Upon the purchase of Term Bonds, the City shall direct the Paying Agent as to any credit against future Amortization Requirements for such Term Bonds. City of Munni Page 45 o/71 Printed On: 1011/1007 File Number: 07-00913 Enactment Number.• I In the case of Bonds secured by a Credit Facility, amounts on deposit in the Principal - and Interest Account may be applied A provided in the applicable Series Resolution to reimburse the Credit Bank for amounts drawn under such Credit Facility to pay the . principal of and redemption premium, if any, and interest on such Bonds secured by such Credit Facility. In connection with any Series of Bonds, the City may establish separate subaccounts within the Principal and Interest Account. Section 405. Application of Moneys in Reserve Fund.. Not later than:. each Interest Payment Date for any Series of Bonds then Outstanding ' for which.... ,.Series. Reserve Fund Requirement has been, established pursuant to the corresponding",Series Resolution, the Paying Agent shall (i) transfer, from the Reserve. Fund. or -the corresponding Account therein if any,'to the' Principal and Interest Account; or (ii)a3raw uponxany corresponding Reserve Fund` Insurance Policy or Reserve Fund Letter':bfCrbdit r in accordance with their terms, l ,. (a) if such Interest Paym t Date is not a principal payment date, the.:..;;,. , amount, if ahy, required to increase the amount then held to.the credit of the Principal and Interest Acdount for the payment of interest on such;.-,;=:' Series of Bonds to an amount equal to the amount'of interest scheduled to become due on such date with respect to such Series of Bonds; and (b) if such Interest Payment Date is also a principal payment date, the amount under (a) above. plus the amount, if any, required to increase the. amount then held for the credit of the Principal and Interest Account for the payment of principal of or 'Amortization Requirements on such Series of Bonds to an amount equal - to the sum of (i) the aggregate principal amount of the Serial Bonds of such Series of Bonds that will become due and payable on such date, and (ii) the amount of the Amortization Requirement for the Term Bonds of such Series of Bonds that will become due and payable on such date. If the amount transferred from the Reserve Fund or any Account therein to the Principal and Interest Account pursuant to the foregoing provisions of this Section shall be less than the amount required to be transferred under such provisions, any amount thereafter deposited to the credit of the Reserve Fund or such Account shall be immediately transferred to the Principal and Interest Account as, and to the extent, required to make up any such deficiency. Moneys in the Reserve Fund and Reserve Fund Insurance Policies and Reserve Fund, Letters of Credit in the Reserve Fund are available to be drawn upon hereunder and are hereby pledged as security for all Bonds issued hereunder and secured by such Reserve Fund as provided in the Series Resolution authorizing the issuance of such Series of Bonds; provided, however, if an Account has been established in the Reserve Fund for a particular Series of Bonds, moneys in such Account of the Reserve Fund shall be available to be drawn upon hereunder and are hereby solely pledged as security for, and shall be used only for the purpose of making payments of principal of and interest on the Series of Bonds to which such Account relates and only when all moneys in any other Cigy of Mann Page 46 of 71 Printed On: 10/1/1007 File Number: 07-00913 Enactment Number.• Fund or Account held pursuant to this Resolution and available for such purpose pursuant to this Resolution are insufficient therefor. Moneys in the Reserve Fund or in e;6dV bh Account of the Reserve Fund, as applicable, shall also be used to make payments to the issuers of Reserve Fund Insurance Policies and Reserve Fund Letters of Credit on deposit in such Fund or Account as described ih clause (c) of Section 403 with respect to.any'. payment obligation to the issuer of succi policy or letter of credit in connection within- ' draw on such policy or letter of credit (excluding however any interest obligation that: ;. may accrue relating to such draw). All,cash on deposit in the Reserve Fund. or. in any:.: such Account shall be utilized prior to drawing under a. Reserve Fund Insurance Policy. or. - Reserve Fund Letter of Credit on deposit therein. Any moneys in the Reserve Fund'or any Account therein in excm.of the Series Reserve Fund Requirements for the corresponding Series of Bonds Outstanding shall lie transferred to and deposited in the Principal and Interest Account; provided, however,_,.. . that any moneys in the Reserve Fund or, any Accounftherein in excess of the. Series.,' Reserve Fund Requirements for the applicable Series of Bonds. Outstanding as a result of: the substitution of a Reserve Fund Insufance Policy or a Reserve Fund. Letter of Credit'. for money on deposit in such account may, at the discretion of the City, be usedb rthee.;::• ~.. City for any lawful purposes. Section 406. Application of Moneys in'Experise Account_. Moneys held for: -the credit of the Expense Account shall b"F disbursed by the Paying Agent to pay'the fees, interest and other amounts owing any issuer of a Reserve Fund Insurance Policy. or Reserve Fund Letter of Credit, the fees and expenses of any Fiduciaries as they become due and any other administrative fees and expenses with respect to Bonds, including, without limitation, costs of issuance of a Series of Bonds, not payable from any other Fund or Account hereunder as they become due. Section 407. Moneys Held in Trust. All money$ that the Finance Director shall have withdrawn from the Designated Revenues Fund or shall have received from any other source and set aside or deposited, with the Paying Agents for the purpose of paying any of the Bonds hereby secured, either at the maturity thereof or by. purchase or call .for redemption, or for the purpose of paying interest on the Bonds, shall be held in trust for the respective Holders. Except as otheivise provided in a Series Resolution, any moneys that are so. set aside or transferred to the Paying Agents and that remain unclaimed by the Holders for a period of three (3) years after the date on which such Bonds have become payable shall, upon the written request of the Finance Director, be paid to the City, or to such successor as may then be entitled by law to receive the same, and thereafter the Holders shall look only to the City, or to such successor, as the case may be, for payment and then only to the extent of the amounts so received, without any interest thereon, and the Paying Agents shall have no responsibility with respect to such money. Section 408. Cancellation of Bonds. Except as otherwise provided in the applicable Series Resolution, all Bonds paid, redeemed or purchased, either at or before maturity, shall be delivered to the Bond Registrar when such payment, redemption or purchase is made, and such Bonds shall be cancelled. The Bond Registrar shall certify to the City and the Credit Banks and Insurers the details of all Bonds so cancelled. All City of Miami Page 47 of 71 Primed On: 101112007 Fife Number 07-00913 Enactment Number: 13onds cancelled under any of the provisions of this Resolution shall be destroyed by the gond Registrar, which shall execute a certificate in duplicate, describing the.Bonds so destroyed, and one executed certificate shall be filed with the Finance Director and one executed certificate shall be retained by the Bond Registrar. Section 409. Disposition of Fund Balances.. After provision shall be made for the payment of all Outstanding Bonds issued under this Resolution, including the interest thereon, and for the payment of all other obligations, expenses and charges required to be, paid under or in connection with this Resolution, the Paying Agent shall remit such amounts in any Fund and Account then held by it under this Resolution to the City for_ use by the City for any lawful purpose of the City. Section 410. Construction Fund. (a) In addition to the Funds and Accounts created above, there is hereby created and designated the "City of. Miami Special Obligation Bonds Construction Trust Fund" (the "Construction Fund") to be held by the City under this Resolution for the purpose of paying .all or any part of the cost of any capital improvements authorized hereunder. Proceeds of each Series of Bonds (except Refunding Bonds) shall be deposited to the credit of the Construction Fund or .any account created therein as provided in, or pursuant to, the Series Resolution governing such Series of Bonds and such proceeds shall be applied by the City, .in accordance with the provisions of this Resolution and the applicable Series Resolution, and .pending such application such proceeds shall be held in trust in the Construction Fund subject to a lien and charge in favor of the Holders, any Credit Banks and Insurers and for the further security of such parties until such proceeds ate applied to the payment of the cost of all or any portion of the cost of the capital improvements. (b) Unless otherwise provided in a Series Resolution, the City shall requisition payments from the Construction Fund in accordance with standard City practice for the payment of such amounts or asset forth in the Series Resolution. (c) .There is hereby created within the Construction Fund the "Series 2007 Project Account" (the "Series 2007 Project Account") into which a portion of the proceeds of the Series 2007 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 2007 Bonds. [END OF ARTICLE 1V] Cup of Miami Page 48 of 71 Printed On: 101112007 File Number 07-00913 Enactment Number; ARTICLE V II SECURITY FOR DEPOSITS AND INVESTMENT OF FUNDS Section 501. Security for Deposits. Any and all moneys deposited under, the provisions of this Resolution shall, to the extent provided herein, be trust funds under the terms hereof and shall not be subject to any lien or attachment by any creditor of the City other than as provided herein. Such moneys shall be held in trust and applied int, accordance with the provisions of this Resolution. All money deposited with a Depositary, the Bond Registrar or the Paying Agent under this Resolution in excess of the amount guaranteed by the Federal Deposit. Insurance Corporation or other federal agency shall be continuously secured, for the benefit of the. City and the Holders, either (a) by lodging with a bank or trust company chose0y the. Depositary, the Bond Registrar or the Paying Agent, as applicable, or if.then permitted by law, by setting aside under control of the trust department of the bank holding such deposit, as collateral security, Government Obligations or other marketable.securiiies eligible as security for the deposit of trust funds under regulations of the Comptroller_.of the Currency of the United States or as public.funds under applicable State taw or' regulations, having a market value (exclusive of accrued interest) not less. than the amount of such deposit, or (b) if the furnishing of security zs provided in clause (a) above is not permitted by applicable law, then in such other manner as may then be required or permitted by. applicable State or federal laws and regulations regarding the security for, or granting a preference in the case of, the deposit of trust or public funds; provided, however, that it shall not be necessary for any Depositary, Bond Registrar or Paying Agent to give security for the deposit of any money with it for the payment of the principal of or the interest on any Bonds, or for any Depositary, the Bond 'Registrar or Paying Agent to give security for any money that shall be represented by obligations purchased under the provisions of this Article as an investment of such money unless otherwise required by applicable law. All money deposited with any Depositary, the Bond Registrar or the Paying Agent under this Resolution shall be credited to the particular Fund or Account as provided in this Resolution. Section 502. Investment of Moneys. Moneys held for the credit of all Funds, Accounts and subaccounts shall be continuously invested and reinvested by the Paying Agent as directed by the Finance Director or for Funds and Accounts held by the City by the Finance Director as more specifically provided herein. Moneys held for credit of the Funds and Accounts hereunder, other than the Reserve Fund and the accounts therein, as nearly as may be practicable, shall be invested and reinvested in Investment Obligations that shall mature, or that shall be subject to redemption at the option of the holder thereof, at the times required and not in any event later than the date, estimated by the Finance Director, when the moneys therein will be required from time to time for the purposes intended. City of Miami Page 49 of 71 Printed On: 10/1/2007 File Number.• 07-00993 Enactment Number: Moneys held for the credit of the Reserve Fund shall be invested and reinvested in investment Obligations having an aver4ge weighted term io maturity not greater than five years. Investment Obligations acquired with moneys and credited to any Fund, Account or. subaccount held by or under the control of the City, while so held, shall be deemed at.all times to be part of such Fund, Account br subaccount in which such moneys were. originally held, and the interest accruink thereon and any profit or loss realized upon the disposition or maturity of such investment' shall be credited to or charged against such Fund, Account or subaccount. The Finance Director or. the Paying Agent upon direction of the Finance Director shall sell or cause to be sold at the best phce obtainable or reduce to cash a sufficient amount of such Investment Obligations wheneverJt shall be necessary to do -so in order to provide moneys to make any payment or transfer of moneys from any Fund, Account or subaccount. •. Whenever a payment or transfer of moneys -between two or more of the Funds established pursuant,to Article IV of thils Resolution is permitted or required, such payment or transfer may be made in w*le or in part by transfer of 'one or more: . Investment Obligations at a value determined in accordance with this Article, provided that the Investment Obligations transferrred are those in which moneys of the receiving Fund could be invested at the date of such transfer. Section 503. Valuation. For the purpose of determining the amount on deposit to the credit of any Fund, Account or subaccount, obligations in which money in such Fund, Account or subaccount shall have been invested (other than investment agreements) shall be valued at the market value thereof (ekclusive of accrued interest). At the end of each Fiscal Year, the Finance Director shall value the Investment Obligations (except investment agreements) in the Funds, Accounts and subaccounts held hereunder. Deficiencies in the amount Qn deposit in any Fund, Account or subaccount on any valuation date shall be restored by the City from Designated Revenues no later than the next valuation date. [END bF ARTICLE V] Cit} of Miami Page 50 of 71 Printed Or,: !0///2007 File Number.• 07-00913 Enactment Number: ARTICLE VI GENERAL COVENANTS AND REPRESENTATIONS Section 601. Payment of Principal, Interest and Premium. Pledge of Designated Revenues. The City shall cause to be paid, when due, the principal of (whether at maturity, by call for redemption or otherwise) and the redemption premium, if any; .and the interest on the Bonds at the places, on the dates and in the manner provided herein * : 0 and in said Bonds according to the true intent and meaning thereof. The Designated Revenues are hereby pledged to the payment of the principal of and redemption premium, if any, and interest on the Bonds and to the payment of any obligations due Credit Banks or Insurers secured on a parity with the Bonds, :as provided. in this Resolution. The Bonds are payable solely from Designated Revenues as provided in this Resolution. The Bonds issued under this Resolution shall not be deemed to constitute a pledge of the faith and credit of the State or of any political subdivision thereof, or the City. Neither the faith and credit of the State nor the faith and credit of the City are pledged to the payment of the principal of or redemption premium, if any, or - interest on the Bonds, and the issuance of the Bonds shall not directly or indirectly: -or - contingently obligate the State, or any political subdivision thereof, or the City to levy any taxes whatever therefor or to make any appropriation for their payment except from the Designated Revenues to the extent provided for under this Resolution. Section 602. Covenant as to Designated Revenues. The City covenants that while any, of the Bonds issued under the provisions of this Resolution shall be Outstanding it will not take any action or fail to take any action which might result. in a suspension or termination of the receipt of the Designated Revenues and it will take all appropriate action to keep and maintain the Designated Revenues at the highest possible level and that, subject to Section 604(a) hereof, it will not create or permit to be created any charge or lien on the proceeds of the Designated Revenues ranking equally with or prior to the charge or lien on such proceeds of the Bonds issued under the provisions of this Resolution. . Section 603. Covenant to Perform by the Cid. The City shall faithfully perform at all times all of its covenants, undertakings and agreements contained inthis Resolution and in any Bond executed, authenticated. and delivered hereunder. Section 604. Covenants with Credit Banks Insurers etc. (a) Subject to the provisions of this Resolution, the City may make such covenants, including the granting of a parity or subordinate lien on Designated Revenues to the lien of Bonds hereunder, as the City may in its sole discretion determine to be appropriate with any Insurer and/or Credit Bank that shall agree to insure or to provide for Bonds of any one or more Series credit or liquidity support, which credit or liquidity support shall enhance the security or the value of such Bonds and thereby reduce the Principal and Interest Requirements on such Bonds. Such covenants may be set forth in the applicable Series Resolution or in any agreement entered into with such Credit Bank or Insurer and Citi, oJMiamt Page S/ of 71 Printed On: 10/1,12007 File Number., 07-00913 Enactment Number: approved by the City Manager and the Finance Director., and shall be binding on the City, the Bond Registrar, the Paying Agents and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution. (b) Subject to the provisions of this Resolution, the City may make such covenants as it may in its sole discretion determine to be appropriate with any issuer of a Reserve Fund Insurance. Policy or Reserve Fund Letter of Credit deposited in the Reserve Fund. Such covenants may be set forth in a resolution adopted by the City or in any agreement entered into with such issuer and shall be binding on the City, the Bond Registrar; the Paying Agents and all the Holders of Bonds the same as if such covenants were set forth in full in this Resolution. (c) All covenants for the benefit of a Credit Bank,'Insurer or issuer of a Reserve Fund Letter of Credit or Reserve Fund Insurance Policy shall remain in full force and effect only for so long as such Credit Bank, Insurer.or issuer has not defaulted in its obligations under the applicable Credit Facility, Insurance Policy, Reserve Fund Letter of Credit or Reserve Fund Insurance Policy. Section 605. No Inconsistent Action. The City covenants that none. of the Designated Revenues will be used for any purpose that is inconsistent with the provisions of this Resolution and that no contract' or contracts.will be entered into or -any action taken by it that shall be inconsistent with the provisions of this Resolution. Section 606. Books and Records. The City covenants that it will keep the Funds, Accounts or subaccounts established hereunder or under any Series Resolution separate from all other Funds and Accounts of the City, and that it will keep accurate records and accounts of the Designated Revenues received and theapplication of. the Designated Revenues. Such records and accounts shall be open at all reasonable times to the inspection of the Holders of the Bonds, authorized representatives of a Credit Bank and Insurers, to the extent that such Credit Bank or Insurer is providing credit enhancement. Section 607. Tax Covenants. (a) The City will not take any action or omit to take any action which action or omission would result in inclusion in gross income for federal income tax purposes of interest on any Bonds that were the subject of an opinion of Bond Counsel on the date of their original issuance to the effect that the interest on such Bonds is excludable from gross income for federal income tax purposes ("Tax -Exempt Bonds"). Particularly, (i) the City will not take any action or omit to take any action which action or omission would cause any of the Tax' -Exempt Bonds to be "Arbitrage Bonds" within the meaning of Section 148 of the Code; (ii) the City will not take any action or omit to take any action which would cause any of the Tax -Exempt Bonds not intended on their date of issuance to be "Private Activity Bonds" within the meaning of Section 141 of the Code to be "Private Activity Bonds ' within the meaning of that Section; and (iii) the City will not take any action or omit to take any action which would cause Tax -Exempt Bonds intended on their date of issuance to be "Private Activity Bonds" within the meaning of Section 141 of the Code not to be "Qualified Bonds" as that term is defined in said Section. In the event that an adverse determination is made or threatened by the Internal City of Miami Page 52 of 71 Printed On: 101112007 File Number: 07-00913 Enactment Number., Revenue Service with respect to any of the matters described in the foregoing clauses (i), (ii) or (iii), the City shall use its best efforts and undertake all reasonable action in.order to vigorously contest such adverse determination. (b) The City shall comply with and shall make all calculations required to be made pursuant to the arbitrage rebate covenapts contained in certificates of the City delivered in connection with the issuance of each Series of Bonds. Section 608. Covenant to Provide Continuing_ Disclosure. For the benefit of the Holders and beneficial Owners from time to time of each Series of Bonds, the City agrees, in accordance with the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such:. manner, as may be required for purposgs of paragraph (b)(5) of the Rule. In order to . describe and specify certain terms of the. City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the.Finance Director . is hereby authorized and .directed to exdcute and deliver, in the name and on behalf of the City, a Disclosure Dissemination Agenj Agreement (the "Continuing Disclosure. . Agreement"), in substantially the form attached hereto as Exhibit "E," subject to such changes, modifications, insertions and ¢missions and such filling-in of blanks therein as may be determined and approved by the Finance Director, after consultation with theaCity Attorney, as such Continuing Disclosure Agreement may be modified by the Series Resolution corresponding to a Series of Bonds. The execution of the Continuing Disclosure Agreement, for and on behalf of the City by the Finance Director, shall be deemed conclusive evidence of the City's approval of the Continuing Disclosure Agreement. The agreement formed, collectively, by this paragraph and the Continuing Disclosure Agreement, shall be the City's continuing disclosure agreement for purposes of the Rule, and its performance shall be subject to the availability of revenues to meet costs the City would be required to incur to perform it. i The Finance Director is further authorized and directed to establish procedures in order to ensure compliance by the City with its continuing disclosure agreement, including the timely provision of information and notices. Prior to making any filing in accordance with such agreement, the Finance Director may consult with, as appropriate, the City Attorney, disclosure counsel to the City or Bond Counsel. The Finance Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney, disclosure counsel to the City or Bond Counsel in determining whether a filing should be made. [END OF ARTICLE VI) City of Miami Page 53 of 71 Printed On: 10111:007 File Number: 07-00913 Enactment Number: ARTICLE VII EVENTS OF DEFAULT AND REMEDIES Section 701. Events of Default. Each of the following events is hereby declared an Event of Default: (a) payment by the City of any installment of interest on any Bonds shall not.be mades. « when the same shall become due and payable; or (b) . payment by the City of the principal of or the redemption premium; if any; on. any Bonds shall not be made when the same shall become.due and payable;. whether at maturity or by proceedings for redemption or pursuant to an Amortization Requirement or otherwise; or (c) default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in this Resolution or any ordinance or . Series Resolution supplemental hereto and such default shall continue for. sixty (60)days after receipt by the City of a written notice from the Holders of not less than.ten percent. (10%) in aggregate principal amount of Bonds then. Outstanding specifying.such default and requiring the same to be remedied; provided, however, that no Event of Default under the provisions of this paragraph (c) shall occur so long as the City is in good faith acting to remedy the default and such default is curable by such remedial action; or (d) The City shall: (i) become insolvent or the subject of insolvency proceedings; or (ii) be unable, or admit in writing its inability, to pay its debts as they mature; or (iii) make a general assignment for the benefit of creditors or to an agent authorized to liquidate.any substantial amount of its property; or (iv) file a petition or otherpleading seeking reorganization, composition, readjustment or liquidation of assets, or. requesting similar relief; or (v) apply to a court for the appointment of a receiver for any of its assets; or (vi) have a receiver or liquidator appointed for any of its assets (with or without the consent of the City) and such receiver shall not be discharged within 90 consecutive days after such receiver's appointment; or (vii) become the subject of an "order -for relief' within the meaning of the United States Bankruptcy Code; or (viii) file an answer to a . creditor's petition admitting the material allegations thereof for liquidation, reorganization, readjustment or composition or to effect a plan or other arrangement with creditors or fail to have such petition dismissed within 60 consecutive days after the same is filed against the City; or (e) Receipt by the Citylof written notice from a Credit Bank or Hedge Counterparty that an event of default under any reimbursement or similar agreement or Hedge Agreement has occurred and is continuing (after expiration of.all grace periods and extensions); or (f) receipt by the City of a written notice from a Credit Bank that following a drawing for the payment of interest on Bonds (i) the Credit Bank has not been reimbursed for such drawing under the Credit Facility in accordance with the terms of a reimbursement or similar agreement, or (ii) any other event of default under such reimbursement agreement has occurred and is continuing, and as a consequence of either City Df Miami Page 54 of 71 Printed On: 101112007 File Number. 07.00913 Enactment Number: Such event the amount available to be drawn under the Credit Facility will not be Yeinstated with respect to the payment of interest on the Bonds secured by such Credit Facility by an amount equal to the amount so drawn under the Credit Facility. The City shall mail to any Credit Bank or Insurer written notice of all events of which it is aware that either constitute Events of.Default under this Resolution or, upon notice by or to the City or the passage of time, would constitute Events of Default hereunder :. within thirty (30) days after the City shall have notice of the same, provided that the City « shall provide immediate notice to any Credit Bank or Insurer of any Event of Default described in clauses (a) or (b) of this Section. Section 702. Acceleration of Maturities. (a) Subject to the provisions of paragraph (b) below; upon the happening and continuance of any Event of Default specified in Section1701 hereof, then.and in -every such case the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding may, by a notice in writing to the City, declare the principal.of all of the Bonds then Outstanding (if not then due and payable) to be due and payable.: immediately, and upon such declaration the same shall become.and be immediately due and payable, anything contained in the Bonds or this Resolution to the contrary. . notwithstanding; provided, however, that if at any time after the principal of the, Boiids shall have been so declared to be due and payable, and before the entry of final judgment or decree in any suit; action or proceeding instituted on account of such default, or before the completion of the enforcement of any other remedy under this Resolution, moneys shall have accumulated in the Debt Service Hind sufficient to pay the principal of all matured Bonds and all arrears of interest, if any, upon all the Bonds then Outstanding (except the principal of any Bonds not then due and payable by their terms and the, interest accrued on such Bonds since the last Interest Payment Date) and sufficient to satisfy the Amortization Requirements of the then current Fiscal Year, and.the charges, compensation, expenses, disbursements, advances and liabilities of the Bond Registrar and the Paying Agents and all other amounts then payable by the City hereunder shall have been paid or a sum sufficient to pay the same shall have been deposited by the Finance Director with the Paying Agent, and every other default in the observance or performance of any covenant, condition, agreement or provision contained in the Bonds or this Resolution (other than a default in the payment of the principal of such Bonds then due and payable only because of a declaration under this Section) shall have been remedied, then and in every such case the Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding may, by written notice to the City, rescind and annul. such declaration and its consequences, but no such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon. (b) Notwithstanding anything in this Article Vll,.including Section 702(a) hereof, to the contrary, if an Event of Default with respect to a Series of Bonds takes place that results in a drawing on the Credit Facility relating to such Series of Bonds, such. Event of Default shall not be waived unless the Credit Facility relating to such Series of Bonds is reinstated. Cir}- of Miami Page 55 of 71 Primed On: 101112007 File Number: 07-00913 Enactment Number: Section 703. Enforcement of Remedies. Upon the happening and continuance of any Event of Default specified in Secti n6 70.*1 of this Article, then and in every such ease the Holders of not less than twenty-five percent (25%) in aggregate principal amount of Bonds then Outstanding may proceed to protect and enforce the rights of the Holders under the laws of the State or under this Resolution by such suits, actions or special proceedings in equity or at law, or by llproceedings in the office of any board or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid of execgtion of any power herein granted or for the enforcement of any proper legal- or egpitable remedy, as such Holders shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy under this Resolution, the Holders shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any Event of Default becoming and remaining due from the City for principal, interest or otherwise under any of the provisions of this Resolution or of the Bonds, together with interest on overdue payments of principal at the rade or rates of interest payable on any Bonds Outstanding and all costs and expenses pf collection and of all proceedings hereunder,:.,. without prejudice to any other right or remedy of the Holders, and to recover and enforce any judgment or decree against the CitN but solely as provided herein, for any portion of such amounts remaining unpaid and interest, costs, and expenses as above provided, and to collect (but solely from money available for such purposes), in any manner provided by law, the money adjudged or decreed to be payable. Section 704. Pro Rata Application of Funds. Anything in this Resolution to the contrary notwithstanding, if at any time the moneys in the Principal and Interest Account shall not be sufficient to pay the interest on or the principal of the Bonds as the same shall become due and payable (either by their terms or by acceleration of maturities under the provisions of Section 702 hereof), such!moneys, together with any moneys then available or thereafter becoming available for si$ch purpose, whether through the exercise of the remedies provided for in this Article or otherwise, shall be applied as follows: (a) ' If the principal of all the Bonds shall not have become or shall not have been declared due and payable, all such,moneys shall be applied first: to the payment to the per$ons entitled thereto of all installments of interest on the Bonds then due and payable in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; second: to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds that shall have become due and payable (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Resolution), in the order of their dates, with interest on the principal amount of such Bonds at the City of Minnri Page 56 of 71 Printed On: 10/1/1007 File Number: 07-00913 Enactment Number: 1. respective rates specified therein from the respective dates upon which.....---- such hich..- -=such Bonds became due and pa�able, and, if the amount available shall not be sufficient to pay in full the principal of the Bonds due and payable on any particular date, together with such interest, then to the payment first of such interest, ratably, according -to the amount of such interest due on such . date, and then to the payment df such principal, ratably, according to the amount of such principal due o6 such date, to the persons entitled thereto, without any discrimination or preference except as to any difference in. the respective rates of interest specified in the Bonds; and third: to the payment of the intbrest on and the principal of the Bonds, to the purchase or retirement of Bonds and to the redemption of Bonds, all in " accordance with the provisions of Article III, hereof. 1 • (b) If the principal of all the Bonds shall have become or shall have.been declared due and payable, all such mon$ys shall be applied first: to -the payment to the persons entitled thereto of all installments of . '' interest on the Bonds due and payable on or prior to maturity, if any, in the order in which such installments became due and payable and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment+, ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds, and theiI to the payment of any interest due and payable after maturity .on the Bonds, ratably, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Bonds; and second: to the payment of the principal of the Bonds, ratably, to the Persons entitled thereto, without preference or priority of any Bond over any other Bond. (c) If the principal of all the, Bonds shall have been declared due and payable and if such declaration shall thereaftdr have been rescinded and annulled under the provisions of Section 702 hereof then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due and payable or be.declared due and payable, the moneys remaining in and thereafter accruing to the Principal and Interest Account shall bye applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied by the City pursuant to the provisions of this Section, such moneys shall be applied b� the City at such times, and from time to time, as the Finance Director in his/her sole discretion shall determine, having due regard to the amount of such moneys available for such application and the likelihood of additional Cirn of Miomi Page 57 0/•71 Printed On: 101112007 File Number.- 07-00913 Enactment Number: imoneys becoming available for such application in the future. The deposit of such IInoneys with any paying agents, or otherwise setting aside such moneys, in trust for the proper purpose shall constitute proper application by the City and the City shall incur no liability whatsoever to any Holder of Bonds or to any other person for any delay in applying any such moneys, so long as the City acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Resolution as may be applicable at the time of application. Whenever the Finance Director shall exercise such discretion in applying such moneys, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease fo accrue. The Finance Director shall give or cause to be given such notice as he/she may deem appropriate of the fixing of any such date and shall not be required to make payment to the Holder of any Bond until such Bond shall be surrendered for appropriate endorsement or for cancellation if fully paid. Section 705. Effect of Discontinuance of Proceedings. If any proceeding taken by the Holders on account of any Event of Default shall have been discontinued or abandoned for any reason, then and in every such case, the City and the Holders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies, powers and duties of the Fiduciaries shall continue as though no proceeding had.been taken. Section 706. Control of Proceedings, by Holders; Credit Bank or Insurer Deemed Holder. Anything in this Resolution to the contrary notwithstanding, the Holders of a majority in aggregate principal amount of Bonds then Outstanding shall have the right by an instrument or concurrent instruments in writing executed and delivered to the City, to direct the method and place of conducting all remedial proceedings hereunder, provided ' that such direction shall be in accordance with law and the provisions of this Resolution. A Credit Bank or Insurer shall be deemed to be the sole Holder of all Bonds supported by a Credit Facility or Insurance Policy it has issued for all. purposes under this Article, other than the notice to Holders provisions herein contained, so long as such Credit Facility or Insurance Policy is in effect and the Credit Bank or Insurer, as applicable, has not defaulted in its obligations thereunder.. Section 707. Restrictions Upon Actions by Individual Holders. No one or more Holders shall have any right in any manner whatsoever by one or more such Holders' action to affect, disturb. or prejudice the security of this Resolution, or to enforce any right hereunder except in the manner provided herein. All proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Holders, and any individual rights of action or other right given to one or more of such Holders by law are -restricted by this Resolution to the rights and remedies herein provided. Section 708. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Holders is intended to be exclusive of any other remedy or remedies 01 11 of Miami Page 58 of 71 Primed On: 10/1/2007 File Number: 07-00913 Enactment Number: herein provided, and each and every such remedy shall be cumulative and shall.be in addition to every other remedy given }hereunder or now or hereafter existing at law or in equity. Section 709. Delay Not a Waiver. No delay or omission by any Holder iii the exercise of any right or power accruir4g upon any default shall impair any such right -or power or shall be construed to be a,waiver of any such default or any acquiescence therein; and every power or remedy given by this Resolution to the Holders may be exercised from time to time and as often as may be deemed expedient. The Holders of not less than a majority in aggregate principal amount of the Bonds then Outstanding may waive any default which in their opinion shall have been remedied before the entry of final judgment or dgcree in any suit, action or proceedings instituted under the provisions of this Resolution for before the completion of the enforcement of - any subsequent default or defaults. Section 710.' Right to Enforce Payment of Bonds Unimpaired. Nothing in this Article VII shall affect or impair the Aght of any Holder to enforce the paynient'.ofithe principal of and the interest on any Bond or the obligation of the City to pay the principal of and the interest on each Bond to the+Holder thereof at the time and place in said Bond expressed. [END OF ARTICLE VII] City ofivfiami Page 59 of 71 Printed On: /01112007 File Number. 07-00913 Enactment Number: ARTICLE VIII I CONCERNING THE FIDUCIARIES Section 801. Failure of City to. Act. No Fiduciary shall be liable or responsible because of the failure of the City or;of any of its employees or agents to make-iny collections or deposits or to perform ar(Y act herein required of the City or because of the loss of any money arising through the insolvency or. the act or default or omission of.any Depositary in which such money shall' have been deposited under the provisions iif this Resolution. No Fiduciary shall be responsible for the applicatign of any of the proceeds of the Bonds or any other money deposited with it and paid out, withdrawn or transferred hereunder if such application, payment, withdrawal or transfer; shall be made, In accordance with the provisions of this ltesolution..The immunities and exemptions from liability of a Fiduciary hereunder shallextend to the directors, officers, employees =and agents of each Fiduciary.. , C Section 802. Compensation. Spbject to the provisions of any contract .between the City and any Fiduciary relating to the compensation of such Fiduciary, the' Citg7'shall pay to such Fiduciary reasonable compTnsation for all services performed by-it.hereunder and also all its reasonable expenses, charges -and other disbursements 'and those-of.ts attorneys, agents and employees incurred in and about the administration and execution of the trusts hereby created and the perfbnmance of its powers and. duties. Section 803. Reliance by Fiduciaries. In case at any time it shall be necessary or desirable for any Fiduciary to make any investigation respecting any fact preparatory to taking or not taking any action or doing or not doing anything as such Fiduciary, and in any case in which this Resolution prgvides for permitting or taking any action, -such- Fiduciary suchFiduciary may rely upon any certificate- required or permitted to be filed with it under the provisions of this Resolution, and any isuch certificate shall be evidence of such fact to protect such Fiduciary in 'any action that it may or may not take or in respect of anything it may or may not do, in good faith, by reason of the supposed existence of such fact. Except as otherwise provided in this Resolution, any request, notice, certificate or other instrument from the City to such Fiduciary shall be deemed to have been signed by the proper party or parties if signed by the City Manager or the Finance Director and such Fiduciary may accept and rely upon a tcertifrcate of the City so signed as to any action taken by the City or such Fiduciary in reliance thereon. Section 804. Fiduciaries May Deal in Bonds. Any bank or trust company acting as a Fiduciary and its directors, officers, employees or agents may in good faith buy, sell, own, hold and deal in any of the Bonds or coupons issued under and, secured by this Resolution, and may join in any action which any Bondholder may be entitled to take with like effect as if such bank or trust company were not such Fiduciary under this Resolution. Section 805. No Responsibility for Recitals. representations contained herein and in the Bonds The recitals, statements and (excluding the certificate of City gfmiami Page 60 of 71 Primed On: 10/1/2007 File Number: 07-00913 Enactment Number: authentication on the Bonds) shall be taken and construed as made by and on the part of the City and not by any Fiduciary, and no Fiduciary assumes or shall be under any responsibility for the correctness of the same. Section 806. Paving Agents and Bond Registrars; Appointment and Acceptance of Duties. (a) The City, in the Series Resolution corresponding to each Series of Bonds, « shall appoint a Bond Registrar and a Paying Agent for such Series of Bonds. The City may appoint one or more additional Paying Agents and Bond Registrars for the Bonds having the qualifications set forth in Section 807 for a successor Paying Agent or Bond Registrar, as the case may be. (b) Each Paying Agent and Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the City a written acceptance thereof. Section 807. Resignation or Removal of Paving Agent or Bond Registrar and Appointment of Successor. (a) Any Paying Agent or Bond Registrar may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the City, all Credit Banks and Insurers and the other Fiduciaries. Any Paying Agent or Bond Registrar may be,removed at any time by an instrument filed with all Credit Banks and Insurers and such Bond Registrar or Paying Agent and signed by the City Manager. Any successor Paying Agent or Bond Registrar shall be appointed by the City and shall be a bank or trust company organized under the laws of any state of the United States ora national banking association, having (or controlled by an entity having) capital stock, surplus and undivided earnings aggregating, on a combined consolidated basis, at least Fifteen Million Dollars ($15,000,000), and willing and able to accept the office on reasonable and customary terms and authorized by law to perform all the duties imposed upon it by this Resolution. Notwithstanding the foregoing, the City may designate itself, acting by and through the Finance Director, as successor Bond Registrar and Paying Agent. The City shall provide written notice to all Credit Banks and Insurers of the appointment of such successor Paying Agent or Bond Registrar. (b) In the event of the resignation or removal of any Paying Agent, such Paying Agent shall pay over, assign and deliver moneys held by it as Paying Agent to its successors, or if there be no successors, to the City. In the event that for any reason there shall be a vacancy in the office of any Paying Agent or Bond Registrar, the Finance Director shall act as such Paying Agent or Bond Registrar. Section 808. Several Capacities. The same Person may serve as Paying Agent and Bond Registrar, to the extent permitted by law. [END ARTICLE VIII] COY of miami Page 61 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number. ARTICLE IX EXECUTION OF INSTRUMENTS BY HOLDERS AND PROOF OF OWNERSHIP OF BONDS Section 901. Execution of Instruments by Holders, Proof of Ownership:"=;'Any request, direction, consent or other instrument in writing required or permitted -by this 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 -vi.. their attorneys or legal representatives. Proof of the execution of any such instrument maybe made in the following manner: x (a) The fact and date of thq execution by any person of any such instrument may be proved by the verification oflany 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 individual, such verification or affidavit shall also constitute sufficient proo�"of the,':`.: authority of the signer thereof. ; - (b) The ownership of Bonds shall be proved by the registration books kept under the provisions of Section 206 of Phis 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 IX) Cite of Miami Page 62 of 71 Printed On: /0///2007 File Number: 07-00913 Enactment Number. - I J ARTICLE X SUPPLEMENTAL RESOLUTIONS Section 1001. Supplemental Resolutions Without Consent of Holders. The City, from time to time and at any time, mly adopt such resolutions supplemental hereta-as shall be consistent with the terms and Provisions of this Resolution (which supplemental resolutions shall thereafter form a part herepf): (a) to cure any ambiguity or'formal defect or omission herein, or to :corrector supplement any provision herein that; may be inconsistent with any other prov'is'ion herein; or (b) to grant or confer upon the Holders any additional rights, temedies; powers, authority or security that may ' lawfully be granted to or conferred upon'. the Holders; or - (c) to add to the conditions, limitations and restrictions thereafter -.ttt`•be observed by the City under the provisions of this Resolution;.or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City; or (e) with the prior written opinion of Bond Counsel that to do so will not affect the exclusion of interest from gross income of Tax -Exempt Bonds under the Code, to authorize, in compliance with all applicable law, Bonds of each Series to be issued in the form of coupon Bonds and, in connection therewith, specify and determine the matters and things relative to the issuance of sucth coupon Bonds,- including provisions relating to the timing and manner of provision of any notice required to be given hereunder to the Holders of such coupon Bonds, which are not contrary to or. inconsistent with this Resolution as theretofore. in effect, or to amend, modify or rescind any such authorization, specification or determinption at any time prior to the first authentication and delivery of such coupon Bonds; or ' (fl to authorize, in compliance with all applicable law, Bonds of each Series to be issued in the form of Bonds issued and held in book -entry form on the books of the City or of any Fiduciary appointed for that purpose by the City and, in connection therewith, make such additional changes herein, riot adverse to the rights of the owners of the Bonds, as are necessary or appropriate to accomplish or recognize such book -entry form Bonds and specify and determine the matters and things relative to the issuance of such book -entry form Bonds as are appropriate or necessary; or (g) to modify, amend or supplement this Resolution or any ordinance supplemental hereof in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute Citi of Munni Page 63 of 71 Printed On: / 0///3007 File Number. 07-00913 Enactment Number. hereafter in effect or to permit the qualification of the Bonds for sale under the securities i1`gws of any of the states of the United States of America; or (h) to make any change required by Moody's, S&P or Fitch as a precondition to the issuance of a rating on any Series of Bonds which is not to the prejudice of the Holders of the Bonds of any other Series; or (i) to make any other change that would not materially adversely affect they security for the Bonds. In addition to the foregoing, the City may adopt Series Resolutions to provide for the. issuance of each Series of the Additional Bonds (as provided in Section. 209 hereof) and of Refunding Bonds (as provided in Section 210 hereof) and to provide for the creation of such additional Funds, Accounts and subaccounts and for such other related matters as may be required or contemplated by or appropriate under this Resolution. Section 1002. Modification of Resolution with Consent of Holders. Subject to the terms and provisions contained in this Section, and not otherwise, the Holders of not less than a majority in aggregate principal amount of Bonds then Outstanding that will be affected by a proposed supplemental resolution shall have the right, from time to time, anything contained in this Resolution t9 the contrary notwithstanding, to consent to and approve the adoption by the City of such resolution or resolutions supplemental hereto as shall be deemed necessary or desirable by the City for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution; provided, however, that nothing herein contained shall permit, or be construed as permitting, (a) an extension of the maturity of_the principal of or the interest on any Bonds issued hereunder, or (b) a reduction in the principal amount of any Bonds or the redemption premium or the rate of interest thereon, or (c) the ,creation of a pledge or lien on the moneys credited to the Funds and Accounts created hereunder other than the pledges and liens created or permitted by this Resolution, or (d) a preference or priority of any Bonds over any other Bonds, or (e) a reduction in the aggregate principal amount of Bonds required for consent to such supplemental resolution. Nothing herein contained, however, shall be construed as making necessary the approval by the Holders of the adoption and acceptance of any supplemental resolution or Series Resolution as authorized in Section 1001 of this Article. If at any time the City shall determine that it is desirable to adopt any supplemental resolution for any of the purposes of this Section, the City shall.cause notice of the proposed adoption of such supplemental resolution to be nailed, first class, postage prepaid, to all Holders. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that copies thereof are on file at the City for inspection by all Holders; The City shall not, however, be subject to any liability to any Holder by reason of its failure to mail the notice required by this Section, and any such failure shall not affect the validity of such supplemental resolution when approved and consented to as provided in this Section. City of Miami Page 64 of 71 Printed On: !0///2007 File Number. 07-00913 Enactment Number: I Whenever, at any time after the date of the first mailing of such notice, the City shall Receive an instrument or instruments in writing purporting to be executed by the Holders of not Iess than a majority in aggregate principal amount of Bonds then Outstanding that are affected by a proposed supplemental resolution which Instrument or instruments shall refer to the proposed supplemental resolution described in such notice and shall specifically consent to and approve the adoption thereof in substantially the. form of the copy thereof referred to in such notice, thereupon, but not otherwise, the City may adopt such supplemental resolution in substantially such form, without liability or responsibility ." to any Holder, whether or not such Holder shall have consented thereto. If the Holders of not less than a majority in aggregate principal amount of Bonds Outstanding that are affected by a proposed supplemental resolution at the time of the execution of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no Holder shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City from'adopting the.same or from taking any action pursuant to the provisions thereof. Upon the adoption of any supplemental resolution pursuant to the provisions of this Section, this Resolution shall be and be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Resolution of the City, the Bond Registrar, and all Holders -shall thereafter be determined, exercised and enforced in all respects pursuant to the provisions of this Resolution as so modified and amended. ' Section 1003. Exclusion of Ponds. Bonds owned or held by or for the account of the City shall not be deemed Outstanding Bonds for the purpose of any, consent or other action or any calculation of Outstanding Bonds provided for in this Article X, and.the City as Holder of such Bonds' shall not be entitled to consent or take any other action provided for in this Article. At the time of any consent or other action taken under this Article X, the City shall evidence all Bonds owned or held by or for the account of the City by a certificate signed by the City Manager describing all Bonds so. to. be'excluded. All such certificates shall be filed with and maintained by the Finance Director. Section 1004. Treatment of Credit Bank and Insurer. Notwithstanding any provisions of this Article to the contrary, for so long as any Credit Facility or Insurance Policy securing any Bonds hereunder is in effect and the Credit Bank or Insurer, as applicable, is not in default of its obligations thereunder, such Credit Bank or Insurer shall be treated as the Holder of such Bonds for purposes of this Article. [END OF ARTICLE X] Citi of Miami Page 65 of 71 Printed On: 101112007 File Number. 07-00913 Enactment Number: ARTICLE XI DEFEASANCE Section 1101. Defeasance. If all the Outstanding Bonds shall have been paid as provided below, and if all amounts dud any Credit Banks, Insurers and issuers of Reserve Fund Letters of Credit, Reserve Fund Insurance Policies and Hedge Counterparties shall have been paid in full or provision for their payment shall have been made satisfactory to such parties, then and in that case the right, title and interest of the Holders hereunder shall cease, terminate and become void, and such Bonds shall cease to be entitled to any lien, benefit or security under this Resolution. In such event, this Resolution shall .be discharged and released and amounts held in the Funds and Accounts created hereunder shall be released to the City for its own purposes. Any Outstanding Bond shall be deemed to have been paid within the meaning and with the effect expressed .in this Section 1101 when the whole amount of the principal of and redemption premium, if any, and interest on such Bond shall have been paid orwhen.(a} there shall have been deposited with a Depositary,. acting as escrow agent solely for the. Holders of such Bond and other Bonds;being defeased and specifically designated for.the purpose of defeasance, moneys in an amount which shall be sufficient, or Defeasance Obligations the principal of and the interest on which when due will. provide sufficient moneys (as evidenced by a verificatiod report of an Accountant), .to pay when due the principal of and redemption premium, if any, and interest due and to become due. on such Bonds on or prior to the redemption date or maturity date,thereof, as the case may be, and (b) in the event such Bond does not mature and is not to be redeemed within the next succeeding sixty (60) days, the City shall have given or cause to be given, as soon as practicable, a notice to the Holder of such Bond by first-class mail, postage prepaid, stating that the deposit of moneys or Defeasance Obligations required by clause (a) of this paragraph has been made with a Depositary, acting as escrow agent solely for the Holder of such Bond and other Bonds being defeased, and that such Bond is deemed to have been paid in accordance with this Section. and stating such maturity.or redemption date upon which moneys 'are to be available for the payment of the principal of and redemption premium, if any, and interest on such Bond. Neither ,the moneys nor Defeasance Qbligations deposited with such Depositary acting as escrow agent pursuant to this Sectioh nor principal or interest payments on any such obligations shall be withdrawn or used for any purpose other than, and shall be held in trust for, the payment of the principal of and redemption premium, if any, and interest on said .Bonds. If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of Bonds is not required for such purpose, the City may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. Notwithstanding anything to the contrary contained herein or otherwise, amounts paid by a Credit Bank or Insurer in respect of Bonds shall not be deemed payment of such Cit.), of Miami Page 66 of 71 Primed On: 10/1/2007 File Number: 07-00913 Enactment Number: Ponds and said amounts shall continue to be due and owing until paid by the City in ►accordance with this Resolution and the provisions of this Resolution shall not be discharged until such payment by the City. Section 110.2. Survival of Certain Provisions. The provisions of this. Resolution which relate to the maturity of Bonds, interest payments and Interest Payment Dates, optional and mandatory redemption provisions, Amortization Requirements, exchange, transfer and registration of Bonds, replacement of mutilated, destroyed, lost or stolen Bonds, the safekeeping and cancellation of Bonds, non -presentment of 'Bonds and unclaimed moneys,- required rebate of moneys..to .the .United States of America, -the holding of moneys. in trust and the duties of the City and the ' Fiduciaries. in, connection with all the foregoing, shall remain. in effect and be binding notwithstanding the release and discharge of this Resolution. The provisions of this Article XI shall survive the release, discharge and satisfaction of this Resolution. [END OF ARTICLE XI] City ofbfiami Page 67 of 71 Primed On; 101112007 File Number: 07-00913 Enactment Number: ARTICLE XII MISCELLANEOUS PROVISIONS Section 1201. Effect of Covenants. All covenants, stipulations, obligations and: agreements of the City contained in this 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 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 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 Bonds shall be liable personally on.the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 1202. 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 1203. 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 Resolution. Section 1204. Manner of Giving Nti_ otice' Any notice, demand, direction, request or other instrument authorized or required by this 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 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 corresponding to a Series of Bonds. CitY of Mionri P"e 68 of 71 Primed On: 101112007 File Number. 07-00913 Enactment Number. i Any such notice, demand or request may also be transmitted to the appropriate above- mentioned party by telephone, telex or f elecopy and shall be deemed to be properly given or 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 Floo; Miami, Florida 33130 1 The notice address for the Paying Agent and Bond Registrar is as follows: Commerce Bank, National Association 7545 Centurion Parkway, #402 Jacksonville, Florida 32256 Attention: Vice President The foregoing addresses of the City and Paying Agent Tay 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 Resolution, or photographic copies thereof, shall be retained in its possession. Following the delivery of any notice to Bondholders, any Holder of Bonds (or any Beneficial Owner of Bonds) in an aggregate principal amount of at least $1,000,000 may request from the Finance Director in wrlting to receive by mail, first class postage prepaid, a copy of such notice at an address provided to the City. I Section 1205. Substitute Mailing. If, because of the temporary or permanent suspension of postal service, the City, the Paying Agent, 'he Bond Registrar, any Credit Bank or Insurer shall be unable to mail any notice required to be given by the provisions of this Resolution, the City, the Paying Agent, the Bond Registrar, any Credit Bank or Insurer shall give notice in such other rhanner 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 Resolution be deemed to be in compliance with the requirement for the mailing thereof. Section 1206. Parties Who Have Rights under Resolution. Except as herein otherwise expressly provided, nothing in this Resolution, express or implied, is intended Circ, of Miami Page 69 of 71 Printed On: 10/1/2007 File Number: 07-00913 Enactment Number: i or shall be construed to confer upon any person, firm or corporation, other thari tie Holders, any right, remedy or claim,) legal or equitable, under or by reason -of this Resolution or any provision hereof, this Resolution and al its provisions being intended to be and being for the sole and exclusive benefit of the Holders. Section 1207. Effect of Partiak Invalidity. In case any one or more <of 'the provisions of this Resolution or of the Ponds shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provisions -of ;.this Resolution or the Bonds. Section 1208. Florida Law Controls. This Resolution is enacted with the intent that it shall be interpreted and construed in accordance with the Paws of the State. A I Section 1209. No Recourse A Inst Members, Officers or Employee?- of City: No recourse under or upon any statement; obligation, covenant, or agreement contained in this Resolution, or in any Bond here) y secured, or in any Series Resolution, or in any: . document or certification whatsoever, qr 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 einployee: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 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 receivgr thereof, or for or to any Holder or otherwise, of any sum that may remain due and unpaid upon the. Bonds. hereby secured or any of them, is hereby expressly waived and released as an express. cndition of, and in consideration for, the enactment of this Resolution and the issuance of the Bonds. Section 1210. Expenses Payable under Resolution. All expenses incurred in carrying out this Resolution shall be payable solely from funds derived by the City from Designated Revenues. Anything in this Resolution to the contrary notwithstanding, the performance by the City of all dutiei 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 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 1211. Payments Due ori Sundays and Holidays. Except as otherwise provided in a Series Resolution, in any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Sunday or Cio, ofMionii Page 70 of 7/ Printed On: 1011/1007 File Number.' 07-00913 Enactment Number 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 the Interest Payment Date and no interest on such payment shall accrue for the period after such date. Section 1212. Headings. Any heading preceding the text of the several articles and sections hereof, and any table of contents or marginal notes appended to copies M hereof, shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. Section 1213. 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 Resolution fob the full, punctual and complete performance of all of the terms, covenants and agreements. contained in the Bonds, the Bond Purchase Contract, this Resolution and in the Continuing Disclosure Agreement. Section 1214. Repeal of Inconsistent Resolutions. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 1215. Effective Date. This Resolution shall take effect upon its adoption and signature of the Mayor. { 1) APPROVED AS TO FORM AND CORRECTNESS: 1 l OR . FE N—AEZ CITE' A*C)REY , ..Footnotes: III If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Miami Page 71 of 71 Prinled Oa: /0/113007