HomeMy WebLinkAboutComplete Legislation V1.
� of
/
City of Mlaml
City Hall
3500 Pan American Drive
'Ahir N,���
Miami, FL 33133
www.miamigov.com
Legislation
Resolution
File Number: 09-01150b
Final Action Date:
A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH
ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $135,000,000 IN
AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL
OBLIGATION PARKING REVENUE BONDS, SERIES 2009 (MARLINS STADIUM PROJECT)
TO BE ISSUED IN ONE OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO
FINANCE THE CITY'S PORTION OF THE CONSTRUCTION OF THE PARKING FACILITIES
FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND COSTS OF ISSUANCE
ASSOCIATED WITH THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND
DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF
CERTAIN MATTERS AND DETAILS CONCERNING THE SERIES 2009 BONDS; PROVIDING
FOR THE FUNDING OF A RESERVE FUND; AUTHORIZING A NEGOTIATED SALE OF THE
SERIES 2009 BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION
AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH;
APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND
AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND
REGISTRAR AGREEMENT, APPROVING UNCERTIFICATED, BOOK ENTRY ONLY
REGISTRATION OF SAID SERIES 2009 BONDS WITH THE DEPOSITORY TRUST
COMPANY; APPROVING THE FORM "AND AUTHORIZING THE DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND
PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR;
COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE
SERIES 2009 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE
COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND AUTHORIZING THE
EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH
RESPECT THERETO; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER
AND ALL OTHER CITY OFFICIALS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, on March 3, 2008, the City of Miami, Florida (the "City"), Miami -Dade
County, Florida (tlae "County") and Florida Marlins, L.P. (the "Stadium Operator") executed a
Baseball Stadium Agreement outlining the terms and conditions which they would move
forward to design, develop, construct and operate a Marlins Baseball Stadium and related
parking facilities to be located on the old Orange Bowl Stadium site;
WHEREAS, on April 15, 2009, the City, the County and the Marlins Stadium Operator,
LLC entered into the City Parking Agreement (the "City Parking Agreement") which provides
City of Miami Printed On: 10/1412009
for the construction, operation and use of parking facilities to be made available to users of the
Marlins Baseball Stadium and other users;
WHEREAS, the City desires to provide for financing its portion of the parking facilities
as outlined in the City Parking Agreement by issuing the Series 2009 Bonds;
WHEREAS, the City desires to approve the negotiated sale of such Series 2009 Bonds, to
approve the forms of certain agreements in connection with the issuance of such Series 2009
Bonds, to delegate to the City Manager the determination of certain details of the Series 2009
Bonds, and to authorize the appropriate officers of the City to do all actions necessary and in the
best interests of the City in connection with the sale, issuance and delivery of the Series 2009
Bonds; and
WHEREAS, a notice of a public hearing to be held by the City at 9:00 a.m. on October 22,
2009 at the normal meeting place of the City Commissioners of the City of Miami, Florida,
located at 3500 Pan American Drive, Miami, Florida 33133, inviting comments and discussions
concerning the Project was published in the Miami Herald, a newspaper of general circulation
in Miami -Dade Countv, Florida, at least fourteen (14) days prior to such date.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
SECTION 1.01 Authority. This Resolution is adopted pursuant to the Constitution of
the State of Florida (the "State"); Chapter 166, Florida Statutes as amended, Part VII of Chapter
159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida; and other
applicable provisions of law (collectively, the "Act").
ARTICLE II
DEFINITIONS
SECTION 2.01 Definitions. In addition to the words and terms defined in the recitals
to this Resolution, as used herein, unless the context otherwise requires:
"Account" means an account created and established under this Resolution.
"Act" shall have the meaning ascribed in Article I hereof.
City of Miami Printed On: 10/14/2009
"Additional Parity Obligations" means additional obligations issued in compliance with
the terms and conditions and limitations contained in this Resolution and which (i) shall have a
lien on the Pledged Funds equal to that of the Series 2009 Bonds and (ii) shall be payable from
the proceeds of the Pledged Funds on a parity with the Series 2009 Bonds.
"Amortization Requirements" means the funds to be deposited in the Sinking Fund for
the payment at maturity or redemption of a portion of Term Bonds, as established by the City at
or before the delivery of the Bonds.
"Annual Budget" means the budget or budgets, as amended and supplemented from
time to time, prepared by the City for each Fiscal Year in accordance with the laws of the State.
"Annual Debt Service Requirement" for any Fiscal Year, shall mean the respective
amounts which are needed to provide:
(a) for payment of the interest on all Bonds then Outstanding which is
payable on each Interest Payment Date in such Fiscal Year;
(b) for payment of the principal of all Serial Bonds then Outstanding which is
payable upon the maturity of such Serial Bonds in such Fiscal Year; and
(c) the Amortization Requirements, if any, for the Term Bonds of such series
for such Fiscal Year.
"Authorized Depository" means any bank, trust company, national banking association,
savings and loan association, savings bank or other banking association selected by the City as a
depository, which is authorized under State law to be a depository of municipal funds and
which has complied with all applicable State and federal requirements concerning the receipt of
City funds.
"Bond Amortization Account" means the Bond Amortization Account within the
Sinking Fund established pursuant to Section 7.01 of this Resolution.
"Bond Counsel" means Bryant Miller Olive P.A.
"Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the
form attached to this Resolution as Exhibit "A" hereto between the Underwriters and the City
with respect to the sale of the Series 2009 Bonds.
"Bond Registrar" means, initially, TD Bank, National Association and, thereafter, any
other agent designated from time to time by the City, by resolution, to maintain the registration
books for the Series 2009 Bonds or to perform other duties with respect to registering the
transfer of the Series 2009 Bonds.
City of Miami Printed On: 90/9412009
"Bondholder," "Holder" or "registered owner" means the person in whose naive any
Bond is registered on the registration books maintained by the Bond Registrar.
"Bonds" means the Series 2009 Bonds and any Additional Parity Obligations issued
hereunder.
"Business Day" means any day other than (i) a Saturday or Sunday, (ii) a day on which
banking institutions in the city or cities in which the designated office of the Paying Agent is
located are authorized by law or executive order to close, (iii) any day on which the Federal
Reserve Bank of Atlanta or the New York Stock Exchange is closed, or (iv) a day on which the
Securities Depository is closed.
"City" means the City of Miami, Florida.
"City Attorney" means the City Attorney of the City or any designated Assistant City
Attorney.
"City Commission" means the City Commission of the City of Miami, Florida.
"City Manager" means the City Manager of the City or any Assistant City Manager or
other designee of the City Manager.
"Clerk" means the City Clerk or any Deputy City Clerk of the City.
"Closing Date" means the date of issuance and delivery of the Series 2009 Bonds to the
Underwriters, being the original purchasers thereof.
"Code" means the Internal Revenue Code of 1986, as amended.
"Construction Fund" means the Construction Fund established pursuant to Section 5.11
of this Resolution.
"Convention Development Tax " means a portion of the revenues collected annually
(excluding any carryover from prior year collections) by the County of the levy on the exercise
within its boundaries of the taxable privilege of leasing or letting transient rental
accommodations at the rate of threepercent (3%) of the total consideration charged therefore as
currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector
administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida
Statutes) and allocated to the City as provided in the Interlocal Agreement.
"County" means Miami -Dade County, Florida.
"Credit Bank" means the person (other than an Insurer) providing a Credit Facility.
City of Miami Printed On: 10/14/2009
. "Credit Facility" means 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).
"Finance Director" means the Finance Director of the City or other designee of the
Finance Director.
"Fiscal Year" means the period commencing on October 1 of each year and ending on
the succeeding September 30, or such other consecutive 12 -month period as may be hereafter
designated as the fiscal year of the City pursuant to general law.
"Fund" shall mean a fund created and established under this Resolution.
"Government Obligations" means:
(a) Direct obligations of, or obligations guaranteed by, the United States of
America;
(b) Any bonds or other obligations of any state of the United States of
America or of any agency, instrumentality or local governmental unit of any such state
(i) which are not callable prior to maturity or as to which irrevocable instructions have
been given to the trustee of such bonds or other obligations by the obligor to give due
notice of redemption and to call such bonds for redemption on the date or dates
specified in such instructions, (ii) which are secured as to principal and interest and
redemption premium, if any, by a fund consisting only of cash or bonds or other
obligations of the character described in clause (a) hereof which fund may be applied
only to the payment of such principal of and interest and redemption premium, if any,
on such bonds or other obligations on the maturity date or dates thereof or the
redemption date or dates specified in the irrevocable instructions referred to in
subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and
interest on the bonds and obligations of the character described in clause (a) hereof
which have been deposited in such fund along with any cash on deposit in such fund
are sufficient to pay principal of and interest and redemption premium, if any, on the
bonds or other obligations described in this clause (b) on the maturity date or dates
thereof or on the redemption date or dates specified in the irrevocable instructions
referred to in subclause (i) of this clause (b), as appropriate;
(c) Evidences of indebtedness issued by the Federal Home Loan Banks,
Federal Home Loan Mortgage Corporation (including participation certificates), Federal
Financing Banks, or any other agency or instrumentality of the United States of America
created by an act of Congress provided that the obligations of such agency or
instrumentality are unconditionally guaranteed by the United States of America or any
other agency or instrumentality of the United States of America or of any corporation
wholly-owned by the United States of America; and
City of Miami Printed On: 10/14/2009
(d) Evidences -of ownership of proportionate interests in future interest and
principal payments on -obligations described in (a) held by a bank or trust company as
custodian.
"Insurance Pohcv" means a policy of municipal bond insurance, financial guaranty
insurance, or similar credit enhancement provided by an Insurer.
"Insurer" means the issuer of a municipal bond insurance policy guaranteeing the
payment of principal and interest on the Series 2009 Bonds when due.
"Interest Account" means the Interest Account within the Sinking Fund established
pursuant to Section 7.01 of this Resolution.
"Interest Payment Date" means each January 1st and July 1st, commencing on January 1,
2010.
" haterlocal Agreement" means the Interlocal Agreement entered between the City and
County dated July 1, 2009 regarding the use and disposition of the Convention Development
Tax.
"Mayor" means the Mayor of the City or, in his or her absence or inability to perform,
such member of the Commission as may be appointed as acting Mayor of the City.
"Maximum Armual Debt Service" means, at any time and with respect to all of the Series
2009 Bonds and any Additional Parity Obligations, the greatest Annual Debt Service
Requirement in the then current or any succeeding Fiscal Year.
"MLB Home Games" shall have the meaning ascribed to such tenn in the City Parking
Agreement.
"Non -Ad Valorem Revenues" means all revenues of the City derived from any source
other than ad valorem taxation on real or personal property, which are legally available to make
payments required herein.
"Official Statement" means that certain Official Statement with respect to the issuai ice of
the Series 2009 Bonds, as such Official Statement shall be approved by the City Manager in
accordance with the provisions of this Resolution.
"Parking Revenues" means the revenues received by the City from the Stadium
Operator with respect to the Project in connection with the MLS Home Games pursuant to the
City Parking Agreement (excluding the Parking Surcharge).
"Parking Surcharge" means 80% of the portion which is derived from the Project in
connection with the Parking Revenues of the 15% parking surcharge that is charged at public
parking facilities within the City approved by the electorate of the City on November 4, 2003,
City of Miami Printed On: 10/14/2009
unposed pursuant to Section 166.271, Florida Statutes and pursuant to Ordinance No. 04-00466
enacted by the City Commission on July 22, 2004.
"Paying Agent" means, initially, TD Bank, National Association and, thereafter, any
other agent which is an Authorized Depository, designated by the City by resolution to serve as
a Paying Agent for the Series 2009 Bonds that shall have agreed to arrange for the timely
payment of the principal of, redemption premium, if any, and interest on the Series 2009 Bonds
to the registered owners thereof, from funds made available therefor by the City, and any
successors designated pursuant to this Resolution.
"Paying Agent and Registrar Agreement" means the Paying Agent and Registrar
Agreement with respect to the Series 2009 Bonds between the City and the Paying Agent, or any
successor thereto in its capacity as Paying Agent and Bond Registrar, substantially in the form
attached hereto as Exhibit 'B."
"Permitted Investments" means and include such obligations as shall be permitted to be
Iegal investments of the City by the laws of the State.
"Pledged Funds" means collectively, the (i) Pledged Revenues (ii) all monies, including
Non -Ad Valorem Revenues deposited into the Funds and Accounts and (iii) the earnings on
investments in the Funds and Accounts created herein pledged to secure the Bonds (with the
exception of the Rebate Fund).
"Pledged Revenues" means the Convention Development Tax, the Parking Revenues
and the Parking Surcharge.
"Principal Accoiurt" means the Principal Account withh-L the Sinking Fund established
pursuant to Section 7.01 of this Resolution.
"Preliminary Official Statement" means the Preliminary Official Statement relating to
the Series 2009 Bonds, to be dated as of the date of its distribution, substantially in the form
attached hereto as Exhibit "C".
"Project" means the construction of the parking appurtenant and ancillary facilities,
including but not limited to, retail space surface lots and parking structures for not to exceed
6,000 parking spaces located at the site commonly referred to as the Marlins Baseball Stadium.
"Rebate Fund" means the Rebate Fund established and pursuant to Section 9.08 of this
Resolution.
"Reserve Fund" means the Reserve Fund established pursuant to Section 7.01 of this
Resolution.
City of Miami Printed On: 70/94/2009
"Reserve Prodnict" means bond insurance, a. surety bond or -a-letter of credit or other
credit facility used in lieu of or in substitution, in whole or in part, for -any cash or securities on
deposit in the Reserve Fund.
"Reserve Product Provider" means any provider of a Reserve Product designated by the
City Manager for deposit in the Reserve Fund.
"Reserve Requirement" means, with respect to the Series 2009 Bonds, an amount equal
to the lesser of (i) ten 10% percent of the proceeds of the Series 2009 Bonds, (ii) Maximum
Annual Debt Service for the Series 2009 Bonds, or (iii) one hundred twenty-five (125%) percent
of the average Annual Debt Service Requirement for the Series 2009 Bonds. With respect to
Additional Parity Obligations, Reserve Requirement shall be defined in a supplemental
resolution.
"Revenue Fund" means the Revenue Fund established pursuant to Section 7.01 of this
Resolution.
"Securities Depository" means The Depository Trust Company (a limited purpose trust
company), New York, New York, until any successor Securities Depository shall have become
such pursuant to the applicable provisions of this Resolution and, thereafter, "Securities
Depository" shall mean the successor Securities Depository. Any Securities Depository shall be
a securities depository that is a clearing agency under federal law operating and maintaining,
with its participants or otherwise, a book -entry system to record ownership of beneficial
interests in the Bonds, and to effect transfers of Series 2009 Bonds, in book -entry form.
"Serial Bonds" means all Bonds other than Term Bonds.
"Series 2009 Bonds" means collectively, the Series 2009A Bonds, Series 2009B Bonds and
Series 2009C Bonds.
"Series 2009A Bonds" means the City of Miami, Florida Tax -Exempt Special Obligation
Parking Revenue Bonds, Series 2009A (Marlins Stadium Project) authorized herein.
"Series 2009B Bonds" means the City of Miami, Florida Taxable Special Obligation
Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) authorized herein.
"Series 2009C Bonds" means the City of Miami, Florida Special Obligation Parking
Revenue Bonds, Series 2009C (Marlins Stadium Project) authorized herein and designated by
the City as Recovery Zone Facility Bonds in accordance with the American Recovery
Reinvestment Act of 2009 and a resolution adopted by the City on October 22, 2009 designating
the area in which the Project is located as a recovery zone.
"Sinking Fund" means the Sinking Fund established pursuant to Section 7.01 of this
Resolution.
City of Miami Printed On: 10/14/2009
"Term Bonds" means Bonds for which Amortization Requirements are.established on or
before the date of delivery of the Bonds in accordance with the provisions of this Resolution.
"Total Debt Service Requirement" means the aggregate Annual Debt Service
Requirement for all Fiscal Years.
"Underwriters" means, with respect to the Series 2009 Bonds, Merrill Lynch Pierce,
Fenner & Smith Incorporated, RBC Capital Markets, Inc., Raymond James & Associates, Inc.,
Morgan Keegan & Company, Inc. and Goldman Sachs & Co.
SECTION 2.02 Singular/Plural. Words importing singular number shall include the
plural number in each case and vice versa, and words importing persons shall 'include firms,
corporations or other entities including goven-iments or governmental bodies. Words of the
masculine gender shall be deemed and construed to include correlative words of the feminine
and neutral genders.
!ARTICLE III
FINDINGS
SECTION 3.01 Findings and Determinations. It is hereby ascertained, determined and
declared that:
A. It is in the best interests of the City, its citizens and taxpayers to issue the Series
2009 Bonds.
B. The Series 2009 Bonds shall be payable from the Pledged Funds.
C. There is expected to be sufficient Pledged Funds to pay the interest and principal
on the Series 2009 Bonds as the same becomes due and payable.
D. The Pledged Revenues are not now pledged or encumbered in any matter.
E. Neither the City nor the State of Florida or any political subdivision thereof or
govenamental authority or body therein, shall ever be required to levy ad valorem taxes to pay
the Series 2009 Bonds and the Series 2009 Bonds shall not constitute a lien upon any properties
owned by or situated within the City, except as provided herein with respect to the Pledged
Funds, in the manner and to the extent provided herein.
F. In accordance with Section 218.385(1), Florida Statutes, as amended, the
Commission hereby finds, determines and declares that a negotiated sale of the Series 2009
Bonds is in the best interests of the City due to the complexities of the market and timing of the
issuance of the Series 2009 Bonds.
City of Miami Printed On: 10/14/2009
SECTION 3.02. Recitals and Findings. The recitals and findings contained in the
Preamble to this Resolution are adopted by reference and incorporated as if fully set forth in
this Section.
ARTICLE IV
THIS INSTRUMENT TO CONSTITUTE CONTRACT
SECTION 4.01 Contract. In consideration of the acceptance of the Series 2009 Bonds
authorized to be issued hereunder by those who shall hold the same from time to time, this
Resolution shall be deemed to be and shall constitute a contract between the City and the
Bondholders. The covenants and agreements herein set forth to be performed by the City shall
be for the equal benefit, protection and security of the Bondholders and all Series 2009 Bonds
shall be of equal rank and without preference, priority or distinction over any other thereof,
except as expressly provided herein.
ARTICLE V
AUTHORIZATION,DES CRIPTION,
FORM AND TERMS OF SERIES 2009 BONDS
SECTION 5.01 Authority for the Issuance of Series 2009 Bonds. The City hereby
authorizes the issuance of the Series 2009 Bonds in three series and pursuant to the provisions
hereof, to be known as "City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue
Bonds, Series 2009A (Marlins Stadium Project)", "City of Miami, Florida Taxable Special
Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) and "City of Miami,
Florida Special Obligation Revenue Bonds, Series 2009C (_Marlins Stadium Project) are hereby
authorized to be issued at one time or as needed in an aggregate principal amount not to exceed
One Hundred Thirty -Five Million Dollars ($135,000,000), for the purpose of, together with other
available moneys, to pay for the cost of the Project, to fund a deposit to the Reserve Fund or
pay cost of a Reserve Product and to pay the costs of issuance of the Series 2009 Bonds.
SECTION 5.02 Description of Series 2009 Bonds. The Series 2009 Bonds shall be dated
the date of their issuance; shall bear interest at such rate or rates not exceeding the maximum
rate allowed by State law, the actual rate or rates or method of determining rates shall be as
determined and stated in the Bond Purchase Agreement; may be payable at such tunes as are
fixed by the Bond Purchase Agreement; and shall mature on such date in such years and
City of Miami Printed On: 10/14/2009
amounts as will be fixed by the Bond Purchase Agreement and inay-be Serial and/or Term
Bonds.
Each Series 2009 Bond shall bear interest from the Interest Payment Date next preceding
the date on which it is authenticated, unless authenticated on an Interest Payment Date, in
which case it shall bear interest from such Interest Payment Date, or, unless authenticated prior
to the first Interest Payment Date, in which case it shall bear interest from its date; provided,
however, that if at the time of authentication interest is in default, such Series 2009 Bond shall
bear interest from the date to which interest shall have been paid.
The Series 2009 Bonds shall be issued as fully registered, book -entry only bonds in the
denomination of $5,000 each or any integral multiple thereof through the book -entry only
system maintained by the Securities Depository, which will act as securities depository for the
Series 2009 Bonds, as further described in Section 5.19 hereof. The Series 2009 Bonds may have
endorsed thereon such legends or text as may be necessary or appropriate to conform to anv
applicable rules and regulations of any governmental authority or any usage or requirement of
law `with respect thereto.
Each of the Series 2009 Bonds shall be numbered consecutively from I upward preceded
by the letter "R" prefixed to the number of the Series 2009 Bonds. The principal of and the
interest on the Series 2009 Bonds shall be payable in any coin or currency of the United States of
America which on the respective dates of payment thereof is legal tender for the payment of
public and private debts. The principal of and redemption premium, if any, on the Series 2009
Bonds shall be payable upon presentation and surrender at the principal office of the Paying
Agent. Interest on the Series 2009 Bonds shall be paid by check or draft drawn upon the Paying
Agent and mailed to the registered owners of the Series 2009 Bonds at the addresses as they
appear on the registration books maintained by the Bond Registrar at the close of business on
the 15th day (whether or not a business day) of the month next preceding the Interest Payment
Date (the "Record Date"), irrespective of any transfer or exchange of such Series 2009 Bonds
subsequent to such Record Date and prior to such Interest Payment Date, unless the City shall
be in default in payment of interest due on such Interest Payment Date; provided, however, that
(i) if ownership of Series 2009 Bonds is maintained in a book -entry only system by the Securities
Depository, such payment may be made by automatic funds transfer (Noire) to such Securities
Depository or its nominee or (ii) if such Series 2009 Bonds are not maintained in a book -entry
only system by the Securities Depository, upon written request of the holder of $1,000,000 or
more in principal amount of Series 2009 Bonds, such payments may be made by wire transfer to
the bank and bank account specified in writing by such holder (such bank being a bank within
the continental United States), if such holder has advanced to the Paying Agent the amount
necessary to pay the cost of such Narire transfer or authorized the Paying Agent to deduct the
cost of such wire transfer from the payment due such holder. In the event of any default in the
payment of interest, such defaulted interest shall be payable to the persons in whose names
such Series 2009 Bonds are registered at the close of business on a special record date for the
payment of such defaulted interest as established by notice deposited in the U.S. mails, postage
prepaid, by the Paying Agent to the registered owners of the Series 2009 Bonds not less than
City of Miami Printed On: 10/14/2009
fifteerr (15) days preceding such special record date:- Such notice shall be mailed to the persons
in whose names the Series 2009 Bonds are registered at the close of business on the fifth (5th)
day (whether or not a business day) preceding the date of mailing. The registration of any
Series 2009 Bond may be transferred upon the registration books upon delivery thereof to the
principal office of the Bond Registrar accompanied by a written instrument or instruments of
transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly
executed by the Bondholder or his attorney-in-fact or legal representative containing written
instructions as to the details of the transfer of such Series 2009 Bond, along with the social
security number or federal employer identification number of such transferee. In all cases of a
transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in
accordance with the terms hereof enter the transfer of ownership in the registration books and
shall deliver in the name of the new transferee or transferees a new fully registered Series 2009
Bond or Bonds of the same maturity and in authorized denomination or denoinu-tations, for the
same aggregate principal amount and payable from the same source of funds. The City and the
Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of
a Series 2009 Bond an amount sufficient to reimburse them for any tax, fee or any other
governmental charge required (other than by the City) to be paid with respect to the registration
of such transfer, and may require that such amounts be paid before any such new Series 2009
Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may treat the registered owner of
any Series 2009 Bond as the absolute owner of such Series 2009 Bond for the purpose of
receiving payment of the principal thereof and the interest and redemption premium, if any,
thereon. Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like
aggregate principal amount of Series 2009 Bonds, or other authorized denominations of the
same series and maturity.
SECTION 5.03 Execution of Bonds. The Series 2009 Bonds shall be executed in the
name of the City by the City Manager and the seal of the City shall be imprinted, reproduced or
lithographed on the Series 2009 Bonds and attested to and countersigned by the Clerk. In
addition, the City Attorney shall sign the Series 2009 Bonds, showing approval of the form and
correctness thereof. The signatures of the City Manager, the Clerk and the City Attorney on the
Series 2009 Bonds may be by facsimile. If any officer whose signature appears on the Series
2009 Bonds ceases to hold office before the delivery of the Series 2009 Bonds, lnis signature shall
nevertheless be valid and sufficient for all purposes. In addition, any Series 2009 Bond may
bear the signature of, or may be signed by, such persons as at the actual time of execution of
such Series 2009 Bond shall be the proper officers to sign such Series 2009 Bond, although at the
date of such Series 2009 Bond or the date of delivery thereof such persons may not have been
such officers.
Only such of the Series 2009 Bonds as shall have been endorsed thereon by a certificate
of authentication substantially in the form hereinafter set forth in Section 5.10 hereof, duly
manually executed by the Bond Registrar, shall be entitled to any right or benefit under this
Resolution. No Series 2009 Bond shall be valid or obligatory for any purpose unless and until
City of Miami Printed On: 10/14/2009
such certificate of authentication shall have°been duly manually executed by the Bond Registrar;
and such certificate of the Bond Registrar upon any such Series 2009 Bond shall be conclusive
evidence that such Series 2009 Bond has been duly authenticated and delivered under this
Resolution. The Bond Registrar's certificate of authentication on any Series 2009 Bond shall be
deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but
it shall not be necessary that the same officer sign the certificate of authentication on all of the
Series 2009 Bonds that may be issued hereunder at any one time. The foregoung
notwithstanding, if, at any time, the City serves as the Bond Registrar under this Resolution,
any Series 2009 Bonds delivered during such time that the City serves as the Bond Registrar
shall be authenticated by the manual signature of the Finance Director, and the registered
owner of any Series 2009 Bond so authenticated shall be entitled to the benefits of this
Resolution.
SECTION 5.04 Bonds Mutilated, Destroyed, Stolen or Lost. If any Series 2009 Bond is
mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion (i) deliver a
duplicate replacement Series 2009 Bond, or (ii) pay a Series 2009 Bond that has matured or is
about to mature or has been called for redemption. A mutilated Series 2009 Bond shall be
surrendered to and cancelled by the Bond Registrar. The Bondholder must furnish the City or
its agent proof of ownership of any destroyed, stolen or lost Series 2009 Bond; post satisfactory
indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay
the reasonable expenses of the City or its agent.
Any such duplicate Series 2009 Bond shall constitute an original contractual obligation
on the part of the City whether or not the destroyed, stolen or lost Series 2009 Bond be at any
time found by anyone, and such duplicate Series 2009 Bond shall be entitled to equal and
proportionate benefits and rights as to lien on, and source of payment of and security for
payment from, the funds pledged to the payment of the Series 2009 Bond so mutilated,
destroyed, stolen or lost.
SECTION 5.05 Provisions for Redemption. The Series 2009 Bonds may be made
subject to redemption prior to their maturity at such times and in such manner as set forth un
the Bond Purchase Agreement and approved by the City Manager pursuant to the authority
described herein. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a
redemption notice, postage prepaid, at least thirty (30) days before the redemption date to all
registered owners of the Series 2009 Bonds or portions of the Series 2009 Bonds to be redeemed
at their addresses as they appear on the registration books to be maintained in accordance with
the provisions hereof. Failure to mail any such notice to a registered owner of a Series 2009
Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of
any Series 2009 Bond or portion thereof with respect to which no failure or defect occurred.
So long as all Series 2009 Bonds are held under a book -entry system by the Securities
Depository, notices of redemption shall be sent only to the Securities Depository or its nominee.
Selection of book -entry interests in the Series 2009 Bonds called, and notice of the call to the
owners of those interests called, is the responsibility of the Securities Depository (or any
City of Miami Printed On: 10/94/2009
successor securities depository) pursuant -to -its rules and procedures, and of its participants and
indirect participants. Any failure of the Securities Depository (or any successor securities
depository) to advise any participant, or of any participant or any indirect participant to notify
the owner of a book -entry interest, of any such notice and its content or effect shall not affect the
validity of any proceedings for the redemption of any Series 2009 Bonds.
Such notice shall set forth the date fixed for redemption, the rate of interest borne by
each Series 2009 Bond being redeemed, the name and address of the Bond Registrar and Paying
Agent, the redemption price to be paid and, if less than all of the Series 2009 Bonds then
Outstanding shall be called for redemption, the distinctive numbers and letters, including
CUSIP numbers, if any, of such Series 2009 Bonds to be redeemed and, in the case of Series 2009
Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed.
If any Series 2009 Bond is to be redeemed in part only, the notice of redemption which relates to
such Series 2009 Bond shall also state that on or after the redemption date, upon surrender of
such Series 2009 Bond, a new Series 2009 Bond or Series 2009 Bonds in a principal amount equal
to the unredeemed portion of such Series 2009 Bond will be issued.
If applicable, in the case of optional redemption only, such notice may be given as a
conditional notice of redemption, in which case such notice shall state the condition and
provide that if such condition is not met on or prior to such redemption date, no such
redemption shall occur.
Any notice mailed as provided in this Section shall be conclusively presumed to have
been duly given, whether or not the owner of such Series 2009 Bond receives such notice.
The Bond Registrar shall not be required to transfer or exchange any Series 2009 Bond
after the mailing of a notice of redemption nor during the period of fifteen (15) days next
preceding mailing of a notice of redemption.
SECTION 5.06 Effect of Notice of Redemption. Notice having been given in the
manner and under the conditions hereinabove provided, the Series 2009 Bonds or portions of
Series 2009 Bonds so called for redemption shall, provided that all conditions to such
redemption, if any are met, on the redemption date designated in such notice, become and be
due and payable at the redemption price provided for redemption of such Series 2009 Bonds or
portions of Series 2009 Bonds on such date. On the date so designated for redemption, moneys
for payment of the redemption price being held in separate accounts by the Paying Agent, an
escrow agent or an Authorized Depository in trust for the registered owners of the Series 2009
Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the
Series 2009 Bonds or portions of Series 2009 Bonds so called for redemption shall cease to
accrue, such Series 2009 Bonds and portions of Series 2009 Bonds shall cease to be entitled to
any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the
registered owners of such Series 2009 Bonds or portions of Series 2009 Bonds shall have no right
in respect thereof except to receive payment of the redemption price thereof and, to the extent
City of Miami Printed On: 10/14/2009
provided in Section 5.07 hereof; to receive Series --2009 Bonds for any unredeemed portions of
the Series 2009 Bonds.
SECTION 5.07 Redemption of Portion of Registered Bonds. Til case part but not all of
an outstanding fully registered Series 2009 Bond shall be selected for redemption, the registered
owner thereof shall present and surrender such Series 2009 Bond to the designated Paying
Agent for payment of the principal amount thereof so called for redemption, and the City shall
execute and deliver to or upon the order of such registered owner, without charge therefor, for
the unredeemed balance of the principal amount of the Series 2009 Bonds so surrendered, a
Series 2009 Bond or Series 2009 Bonds fully registered as to principal and interest.
SECTION 5.08 Bonds Called for Redemption not Deemed Outstanding. Series 2009
Bonds or portions of Series 2009 Bonds that have been duly called for redemption under the
provisions hereof, and with respect to wlnich amounts sufficient to pay the principal of,
redemption premium, if any, and interest to the date fixed for redemption shall be delivered to
and held in separate trust accounts by an escrow agent, any Authorized Depository or any
Paying Agent (other than the City) in trust for the registered owners thereof, as provided in this
Resolution, shall not be deemed to be outstanding under the provisions of this Resolution and
shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive
the payment of the redemption price on or after the designated date of redemption from
moneys deposited with or held by the escrow agent, Authorized Depository or Paying Agent
(other than the City), as the case may be, for such redemption of the Series 2009 Bonds and, to
the extent provided in the preceding section, to receive Series 2009 Bonds for any unredeemed
portion of the Series 2009 Bonds.
SECTION 5.09 Date for Payment of Bonds. If the date for payment of the principal of,
redemption premium, if any, or interest on the Series 2009 Bonds is not a Business Day, then the
date for such payment shall be the next succeeding Business Day, and payment on such day
shall have the same force and effect as if made on the nominal date of payment.
SECTION 5.10 Form of Bonds. The text of the Series 2009 Bonds, the form of
assignment for such Series 2009 Bonds and the authentication certificate to be endorsed thereon
shall be substantially in the following form, with such omissions, insertions and variations as
may be necessary or desirable and authorized by this Resolution or as may be approved and
made by the officers of the City executing the same, such execution to be conclusive evidence of
such approval, including. Jwithout limitation, such changes as may be required for the issuance
of uncertificated public obligations:
[Remainder of Page Intentionally Left Blank]
City of Miami Printed On: 90/14/2009
No. R -
[Form of Series 2009 Bond]
UNITED STATES OF AMERICA
STATE OF FLORIDA
COUNTY OF MIAMI-DADE
CITY OF MIAMI
[TAXABLE/TAX-EXEMPT]
SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2009[A][B][C]
(MARLINS STADIUM PROJECT)
Interest Rate Maturity Date Dated Date CUSIP
% 2009
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby
promises to pay to the Registered Owner identified above, or to registered assigns or legal
representatives, to the extent and from the sources hereinafter mentioned, on the Maturity Date
identified above (or earlier as hereinafter provided), the Principal Amount identified above,
upon presentation and surrender hereof at the designated office of as the
Paying Agent for the Bonds, or any successor Paying Agent appointed by the City pursuant to
the Resolution hereinafter referred to, and to pay, to the extent and from the sources herein
described, interest on the principal sum from the date hereof, or from the most recent Interest
Payment Date to which interest has been paid, at the Interest Rate per arunum identified above,
until payment of the principal sum, or until provision for the payment thereof has been duly
provided for, such interest being payable on the first day of _and the first day of
of each year, commencing on Interest will be paid by check or draft
mailed to the registered owner hereof at his address as it appears on the registration books of
the City maintained by as Bond Registrar, at the close of business on the fifteenth
City of Miami Printed On: 10/14/2009
(15th) day (whether or not a business -day) -of the.month next preceding the Interest Payment
Date (the "Record Date"), irrespective of any transfer or exchange of such Bond subsequent to
each Record Date and prior to such Interest Payment Date, unless the City shall be in default in
payment of interest due on such Interest Payment Date. In the event of any such default, such
defaulted interest shall be payable to the person in whose name such Bond is registered at the
close of business on a special record date for the payment of such defaulted interest as
established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the
registered owners of Bonds not less than fifteen (15) days preceding such special record date.
Such notice shall be mailed to the persons in whose names the Bonds are registered at the close
of business on the fifth (5th) day (whether or not a Business Day) preceding the date of mailing.
This Bond is a part of a duly authorized issue of bonds of the City designated as its
[Taxable/Tax-Exempt] Special Obligation Parking Revenue Bonds, Series 2009[A][B][C] (Marlins
Stadium Project) (the "Series 2009 Bonds") in the aggregate principal amount of $
issued pursuant to the Act (defined below) in order to provide funds to pay for the construction
of tlne Project, to fund a Reserve Fund, and to pay certain costs of issuance. The Series 2009
Bonds will be issued in authorized denominations of $5,000 and integral multiples of $5,000 in
excess thereof.
This Bond is issued under the authority of and in full compliance with the Constitution
and the Laws of the State, including particularly Chapter 166, Florida Statutes, as amended and
Part VII of Chapter 159, Florida Statutes, as amended, the Charter of the City and other
applicable provisions of law (collectively, the "Act"), Resolution No. R-09-. duly adopted
by the Commission of the City on (the "Resolution").
This Bond is subject to all the terms and conditions of the Resolution, and capitalized
terms not otherJATise defined herein shall have the same meanings ascribed to them in the
Resolution.
This Bond is secured by a lien on and pledge of the (i) Pledged Revenues, (h) all monies,
including Non -Ad Valorem Revenues deposited into the Funds and Accounts, and (iii) the
earning on investments in the Funds and AccoLunts created under the Resolution (with the
exception of the Rebate Fund) (collectively, the "Pledged Funds") and is payable solely from
such Pledged Funds ,all in the manner provided in the Resolution. The City is not obligated to
pay this Bond or the interest hereon except as provided in the Resolution, and the full faith and
credit of the City are not pledged for the payment of this Bond and this Bond does not
constitute an indebtedness of the City within the meaning of any constitutional, statutory or
charter provision or limitation; and it is expressly agreed by the Holder of this Bond that such
Holder shall never have the right to require or compel the exercise of the ad valorem taxing
power of the City, the State of Florida or any political subdivision thereof or taxation in any
form of any real or personal property therein, for the payment of the principal of and interest on
this Bond or the making of any other payments provided for in the Resolution.
City of Miami Printed On: 10/14/2009
If the Pledged revenues on deposit in the Revenue Fund are not sufficient to pay
principal and interest and other payments required by the Resolution when due, the City
covenanted and agreed to the extent permitted by and in accordance with applicable law and
budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal
Year, by amendment if necessary, and to deposit to the credit of the Revenue Fund, Non -Ad
Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency
of the Annual Debt Service Requirement with respect to all Bonds outstanding hereunder for
the applicable Fiscal Year, plus an amount sufficient to satisfy the other payment obligations of
the City as provided in the Resolution for the applicable Fiscal Year. Such covenant and
agreement on the part of the City to budget and appropriate sufficient amounts of legally
available bion -Ad Valorem Revenues shall be cumulative, and shall continue until such legally
available Non -Ad Valorem Revenues in amounts sufficient to make all required payments
hereunder as and when due, including any delinquent payments, shall have been budgeted,
appropriated and actually paid into the appropriate Funds and Accounts, hereunder; provided,
however, that such covenant shall not constitute alien, either legal or equitable, on any of the
City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the
City from pledging u1 the future any of its legally available Non -Ad Valorem Revenues or other
revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally
available Non -Ad Valorem Revenues. Anything herein to the contrary notwithstanding, all
obligations of the City hereunder shall be secured only by the legally available Non -Ad
Valorem Revenues actually budgeted and appropriated and deposited into the Funds and
Accounts created pursuant to the Resolution, as provided for therein. The City may not expend
moneys not appropriated or in excess of its current budgeted revenues. The obligation of the
City to budget, appropriate and make payments hereunder from its legally available Non -Ad
Valorem Revenues is subject to the availability of legally available Non -Ad Valorem Revenues
after satisfying funding requirements for obligations having an express lien on or pledge of
such revenues and after satisfying funding requirements for essential governmental services of
the City. However, the covenant to budget and appropriate in its general annual budget for the
purposes and in the manner stated herein shall have the effect of making available in the
manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to
budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations
hereunder; subject, however, in all respects to the restrictions of Section 166.241, Florida
Statutes, which provides, in part, that the governing body of each municipality make
appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be
received from taxation or other revenue sources; and subject further, to the payment of services
and programs which are for essential public purposes affecting the health, welfare and safety of
the inhabitants of the City or which are legally mandated by applicable law. Notwithstanding
the foregoing covenant of the City, the City does not covenant to maintain any services or
programs now provided or maintained by the City which generate Non -Ad Valorem Revenues.
It is further agreed between the City and the Holder of this Bond that this Bond and the
obligation evidenced thereby shall not constitute alien upon property of or in the City, but shall
constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution.
City of Miami Printed On: 10/14/2009
Reference is hereby made to the Resolution for the provisions, among others, relating to
the term, lien and security of -the Series 2009 Bonds, the custody and application of the proceeds
of the Series 2009 Bonds, continuing disclosure obligations of the City, the rights and remedies
of the Bondholder, the extent of and limitations on the City's rights, duties and obligations and
the provisions permitting the issuance of additional parity indebtedness, to all of which
provisions the Bondholder hereof for himself and his successors in interest assents by
acceptance of this Bond.
Neither the members of the govemung body of the City nor any person executing the
Series 2009 Bonds shall be liable personally on the Series 2009 Bonds by reason of their issuance.
[INSERT THE FOLLOWING REDEMPTION PROVISIONS
ONLY IF BONDS ARE MADE SUBJECT TO REDEMPTION]
(a) Optional Redemption of Bonds. The Series 2009 Bonds are subject to optional
redemption and payment at any time, at the option of the City, as a whole or in part at a
redemption price equal to 100% of the principal amount thereof with accrued interest to the
redemption date. The City may select amounts and maturities or portions of maturities of
Series 2009 Bonds for optional redemption at the City's sole discretion, except that any
redemption of Term Bonds will reduce pro rata any remaining sinking fund redemption
amounts of the Term Bonds remaining outstanding.
(b) Mandatory Sinking Fund Redemption. The Series 2009 Bonds maturing on
shall be subject to mandatory sinking fund redemption by the City on each July 1St of
the years specified below, in the amounts of the Amortization Requirement set forth below at a
redemption price of 100% of the principal amount thereof.
Amortization Amortization
Year Requirement Year Requirement
"Maturity
However, the principal amount of the Series 2009 Bonds required to be redeemed on
each such sinking fund redemption date shall be reduced by the principal amount of the Series
2009 Bonds specified by the City at least 45 days prior to the redemption date that have been
either (i) purchased by or on behalf of the City and delivered to the Bond Registrar for
cancellation, or (ii) redeemed other than through the operation of the provisions of this
paragraph (b), and that have not been previously made the basis for a reduction of the principal
amount of the Series 2009 Bonds to be redeemed on a sinking fund redemption date.
City of Miami Printed On: 90/14/2009
Notice of call for redemption is to be given by mailing a copy of the redemption -notice
by registered or certified mail at least thirty (30) days prior to the date fixed for redemption to
the registered owner of each Bond to be redeemed at the address shown on the registration
books maintained by the Bond Registrar, or any successor Bond Registrar appointed by the City
pursuant to the Resolution. Failure to give such notice by mailing to any Bondholder, or any
defect therein, shall not affect the validity of the proceedings for the redemption of any Bond or
portion thereof with respect to which no such failure or defect has occurred. All such Bonds
called for redemption and for the retirement of wluch funds are duly provided will cease to
bear interest on such redemption date. So long as this Bond is held under a book -entry system
by the Securities Depository, notice of redemption shall be sent only to the Securities Depository
or its nominee.
In the case of optional redemption only, such notice may be given as a conditional notice
of redemption as provided u -t the Resolution.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security or benefit under the Resolution until the Certificate of Authentication endorsed hereon
J
shall have been manually signed by the Bond Registrar.
REFERENCE IS HEREBY MADE TO THE ADDITIONAL PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE SIDE HEREOF, WHICH ADDITIONAL PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE.
This Bond is and has all the qualities and incidents of an investment security under the
Uniform Commercial Code-havestment Securities Law of the State of Florida.
City of Miami Printed On: 10/14/2009
IN WITNESS WHEREOF, the City of Miami, Florida, has .issued this Bond and has
caused the same to be signed by its City Manager and attested and countersigned by its City
Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a
facsimile of its seal to be reproduced hereon, all as of the day of 2009.
(SEAL)
ATTESTED AND COUNTERSIGNED:
M
City Clerk
CITY OF MIAMI, FLORIDA
0
City Manager
APPROVED AS TO FORM
AND CORRECTNESS
By:
City Attorney
[CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds designated in and executed under the provisions of the
within mentioned Resolution.
Bond Registrar
Authorized Officer
Date of Authentication:
[To be printed on the reverse side of Registered Bonds]
City of Miami Printed On: 10/14/2009
- ADDITIONAL PROVISIONS
This Bond may be transferred upon the registration books of the City upon delivery
thereof to the principal office of the Bond Registrar accompanied by a written instrument or
instruments of transfer ha form and with guaranty of signature satisfactory to the Bond
Registrar, duly executed by the registered owner of this Bond or by his attorney-in-fact or legal
representative, containing written instructions as to the details of transfer of this Bond, along
with the social security number or federal employer identification number of such transferee.
In all cases of a transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical
time in accordance with the provisions of the Resolution enter the transfer of ownership :in the
registration books and shall deliver in the name of the new transferee or transferees a new fully
registered Series 2009 Bond or Series 2009 Bonds of the same maturity and of authorized
denomination or denominations, for the same aggregate principal amount and payable from the
same source of funds. The City and the Bond Registrar may charge the owner of such Series
2009 Bond for the registration of every transfer or exchange of a Series 2009 Bond an amount
sufficient to reimburse them for any tax, fee or any other govenunental charge required (other
than by the City) to be paid with respect to the registration of such transfer, and may require
that such amounts be paid before any such new Series 2009 Bond shall be delivered.
If the date for payment of the principal of, redemption premium, if any, or interest on
this Bond is not a Business Day, then the date for such payment shall be the next succeeding
Business Day, and payment on such day shall have the same force and affect as if made on the
nominal date of payment.
The City has established a book -entry system of registration for the series of Bonds of
which this is one. Except as specifically provided otherivise in the Resolution, an agent will
hold this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of
purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed
to such arrangement.
It is hereby certified and recited that this Bond is authorized by and is issued in
conformity with the requirements of the Constitution and statutes of the State of Florida; that all
acts, conditions and things required to exist, to happen, and to be performed precedent to the
issuance of this Bond exist, have happened and have been performed in regular and due form
and time as required by the laws and Constitution of the State of Florida applicable hereto; and
that the issuance of the Bonds of this issue does not violate any constitutional or statutory
limitation or provision.
City of Miami Printed On: 10/14/2009
[Form of Abbreviations for Series 2009 Bonds]
The following abbreviations, when used in inscription on the face of the within Bond,
shall be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the (Cust) (Minor
entireties
JT TEN - as joint tenants withunder Uniform Gifts to Minors
right of survivorship Act
and not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
City of Miami Printed On: 10/14/2009
[Form of Assignment for Series 2009 Bonds]
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers
unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to
registrar the transfer of the witl-dn Bond on the books kept for registration and registration of
the transfer thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a member firm of any other
recognized national securities exchange or a
commercial bank or a trust company.
NOTICE: No transfer will be registered and
no new Bond will be issued in the name of
the Transferee, unless the signature(s) to
this assignment correspond(s) with the
name as it appears upon the face of the
within Bond in every particular, without
alteration or enlargement or any change
whatever and the Social Security or Federal
Employer Identification Number of the
Transferee is supplied.
[End of Form of Series 2009 Bond]
City of Miami Printed On: 10/14/2009
SECTION 5.11 Application of Series 2009 Bond Proceeds. The proceeds received from
the sale of the Series 2009 Bonds shall be applied by the City, simultaneously with delivery of
the Series 2009 Bonds as provided in a certificate of the City Manager delivered at closing.
A portion of the proceeds of the Series 2009 Bonds in an amount required to assure
payment in full of the cost of the Project shall be deposited into the Construction Fund which is
hereby created and established. Withdrawals from the Construction Fund shall be made only
for costs of the Project, including any amounts to be reimbursed to the City.
The City's share of any liquidated damages or other moneys paid by defaulting
contractors or their sureties, and all proceeds of insurance compensating for damages to the
Project during the period of construction, shall be deposited in the Construction Fund to assure
completion of the Project.
When the construction of the Project has been completed and all construction costs have
been paid in full, all funds remaining in the Construction Fund shall be deposited into the
Sinking Fund hereinafter established, and the Construction Fund shall be closed.
SECTION 5.12 Temporary Bonds. Pending the preparation of definitive Series 2009
Bonds, the City may execute and deliver temporary Series 2009 Bonds. Temporary Series 2009
Bonds shall be issuable as registered Series 2009 Bonds without coupons, of any authorized
denomination, and substantially in the form of the definitive Series 2009 Bonds but with such
omissions, insertions, and variations as may be appropriate for temporary Series 2009 Bonds, all
as may be determined by the City. Temporary Series 2009 Bonds may contain such reference to
any provisions of this Resolution as may be appropriate. Every temporary Series 2009 Bond
shall be executed and authenticated upon the same conditions and u1 substantially the same
manner, and with like effect, as the definitive Series 2009 Bonds. As promptly as practicable the
City shall execute and shall furnish definitive Series 2009 Bonds and hereupon temporary Series
2009 Bonds may be surrendered in exchange for definitive Series 2009 Bonds without charge at
the principal office of the Bond Registrar, and the Bond Registrar shall authenticate and deliver
in exchange, for such temporary Series 2009 Bonds a like aggregate principal amount of
definitive Series 2009 Bonds of authorized denominations. Until so exchanged, the temporary
Series 2009 Bonds shall be entitled to the same benefits under this Resolution as definitive Series
2009 Bonds.
SECTION 5.13 Delegated Awards; Authorization and Approval of Bond Purchase
Agreement. Subject to full satisfaction of the conditions set forth inn this Section, the City
Commission of the City hereby authorizes a delegated negotiated sale of the Series 2009 Bonds
to the Underwriters in accordance with the terms of the Bond Purchase Agreement in
accordance with the provisions of this Section (including, without limitation, making the final
determination concerning the structuring and marketing of the Series 2009 Bonds to obtain the
most favorable rating and interest rate on the Series 2009 Bonds), and the execution and
City of Miami Printed On: 10/14/2009
delivery of the Bond Purchase Agreement shall be deemed conclusive evidence of the full and
complete satisfaction of the conditions set forth in this Section.
Notwithstanding the foregoing, prior to execution of the Bond Purchase Agreement all
of the following conditions shall have been satisfied:
1. Receipt by the City Manager of a written offer to purchase the Series 2009 Bonds
by the Underwriters substantially in the form of the Bond Purchase Agreement, said offer to
provide for, among other things:
(a) the issuance of not exceeding $135,000,000 aggregate principal amount of Series
2009 Bonds;
(b) a purchase price of not less than ninety-nine percent (99%) (inclusive of
underwriters' discount, but not inclusive of original issue discount; the original issue discount
may be such as is necessary to market and sell the Series 2009 Bonds) of the original principal
amount of the each series of Series 2009 Bonds;
(c) with respect to the Series 2009A Bonds (i) a true interest cost of not more than
7.50% per annum and (ii) the final maturity of the Series 2009A Bonds being no later than July 1,
2040;
(d) with respect to the Series 2009B Bonds (i) a true interest cost of not more than
9.85% per annum and (ii) the final maturity of the Series 2009B Bonds being no later than July 1,
2040; and
(e) with respect to the Series 2009C Bonds (i) a true interest cost of not more than
7.50% per annum and (ii) the final maturity of the Series 2009C Bonds being no later than July
1, 2040.
2. The Series 2009 Bonds shall be subject to such optional and mandatory
redemption provisions as provided in the Bond Purchase Agreement; provided that the
optional redemption premium shall not exceed 102%.
The City Manager, in consultation J�Titln the Finance Director, Bond Counsel and the
financial advisor, is authorized to determine such redemption provisions as are most
advantageous to the sale of the Series 2009 Bonds, all as provided in the Bond Purchase
Agreement.
3. Receipt by the City Manager from the Underwriters of a disclosure statement
and truth -in -bonding information complying with Section 218.385, Florida Statutes and
substantially in the form attached to the Bond Purchase Agreement.
Upon satisfaction of the conditions set forth un this Section, the City Commission hereby
authorizes and directs the City Manager to determine the final provisions of the Bond Purchase
City of Miami Printed On: 10/14/2009
Agreement, within the parameters for theSeries 2009 Bonds set forth above in this Section 5.13.
The execution and delivery of the Bond Purchase Agreement is hereby authorized and
approved and the City Manager is hereby authorized to execute and the Clerk is hereby
authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the form
approved at this meeting and attached hereto as Exhibit "A", 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's financial advisor, the City Attorney and Bond
Counsel. The execution, attestation and delivery of the Bond Purchase Agreement, as described
herein, shall be conclusive evidence of the City's approval of any such determinations, changes,
insertions, omissions or filling in of blanks.
SECTION 5.14 Authorization and Approval of Negotiated Sale of Series 2009 Bonds.
Based on the findings set forth in Article III hereof and satisfactory compliance with Section 5.13
hereof, the City Conunission hereby approves the negotiated sale of the Series 2009 Bonds to the
Underwriters, and the Series 2009 Bonds shall be sold and awarded to the Underwriters, upon
the terms and conditions set forth herein and as set forth in the Bond Purchase Agreement.
SECTION 5.15 Approval of Project and Designation of Recovery Zone Facility
Bonds. For the purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended,
the City hereby approves the Project and the Series 2009C Bonds.
The City hereby designates the Series 2009C Bonds as Recovery Zone Facility Bonds, as
defined in the American Recovery and Reinvestment Act of 2009 (the "Recovery Act"), for
purposes of Section 140OU-3 of the Code. Notwithstanding any provision to the contrary herein,
the City covenants with the owners of the Series 2009C Bonds that so long as any Series 2009C
Bonds remain outstanding, it will comply with procedures and requirements set forth in the Code
and any applicable regulations promulgated from time to time thereunder and any applicable
guidance relating to the Series 2009C Bonds promulgated by the United States Department of
Treasury or Internal Revenue Service.
SECTION 5.16 Approval of Form of Paying Agent and Registrar Agreement;
Appointment of Paying Agent and Bond Registrar. The execution and delivery of the Paying
Agent and Registrar Agreement is hereby authorized and approved. The City Commission
hereby authorizes and directs the City Manager to determine the final provisions of the Paying
Agent and Registrar Agreement. The City Manager is hereby authorized to execute and the
Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Registrar
Agreement in substantially the form approved at this meeting and attached hereto as Exhibit
"B", subject to such changes, insertions and omissions and such filling in of blanks therein as
hereafter may be approved and made by the City Manager upon the advice of the City Attorney
and Bond Counsel. The execution, attestation and delivery of the Paying Agent and Registrar
Agreement, as described herein, shall be conclusive evidence of the City's approval of any such
determinations, changes, insertions, omissions or filling in of blanks. TD Bank, National
City of Miami Printed On: 10/14/2009
Association is hereby appointed as the initial Paying Agent and the initial Bond .Registrar-: for
the Series 2009 Bonds.
SECTION 5.17 Preliminary Official Statement; Official Statement. The use of a
Preliminary Official Statement in connection with the marketing of the Series 2009 Bonds is
hereby authorized. The Preliminary Official Statement in substantially the form attached hereto
as Exhibit "C" is hereby approved with such changes, insertions and omissions and such filling
in of blanks therein as may be approved by the City Manager. The City Manager is hereby
authorized to approve and execute, on behalf of the City, an Official Statement relating to the
Series 2009 Bonds with such changes from the Preliminary Official Statement, within the
authorizations and limitations contained herein, as the City Manager in consultation with the
City Attorney, Bond Counsel and the City's disclosure counsel in his sole discretion, may
approve, such execution to be conclusive evidence of such approval. The City Manager is
hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule
15c2-12 of the Securities and Exchange Commission (the "Rule"), and to execute such
documents as may be necessary therefore. The City Manager or his designee is hereby
authorized to provide for the printing of the Preliminary Official Statement and the Official
Statement by the lowest and most responsive bidder therefor and the payment of the cost of
such printing is hereby authorized to be paid from the proceeds of the Series 2009 Bonds.
SECTION 5.18 Continuing Disclosure. For the benefit of the holders and beneficial
owners from time to time of the Series 2009 Bonds, the City agrees in accordance with the Rule,
and as the only obligated person with respect to the Series 2009 Bonds under the Rule, to
provide or cause to be provided such financial information and operating data, financial
statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of
the Rule. In order to describe and specify certain terms of the City's continuing disclosure
agreement, including provisions for enforcement, amendment and termination, the Director of
Finance is hereby authorized and directed to sign and deliver, in the name and on behalf of the
City, a Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement")
with Digital Assurance Certification LLC ("DAC"), in substantially the form attached hereto as
Exhibit "D", with such changes, insertions and omissions and such filling -un of blanks therein as
may be approved by the Director of Finance and in consultation with the City Attorney, Bond
Counsel and the City's disclosure counsel, the final form of which is to be approved by the City
Attorney. The execution and delivery of the Continuing Disclosure Agreement, for and on
behalf of the City by the Director of Finance, shall be deemed conclusive evidence of the City's
approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of
this Resolution, any failure by the City to comply with any provisions of the Continuing
Disclosure Agreement or this Section 5.18 shall not constitute a default under the Resolution
and the remedies therefor shall be solely as provided un the Continuing Disclosure Agreement.
DAC is hereby appointed dissemination agent under the Continuing Disclosure Agreement.
The Director of Finance is further authorized and directed to establish, or cause to be
established, procedures in order to ensure compliance by the City with the Continuing
Disclosure Agreement, including the timely provision of information and notices. Prior to
City of Miami Printed On: 10/14/2009
making any filuzg in accordance- with• such agreement, the Director of Finance shall consult
with, as appropriate, the City Attorney, Bond Counsel or the City's disclosure 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, Bond Counsel or the City's disclosure counsel in
determining whether a filing should be made.
SECTION 5.19 Qualification for the Securities Depository. Notwithstanding any other
provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to
take such actions as may be necessary to qualify the Series 2009 Bonds for deposit with the
Securities Depository in accordance JATith the Blanket Issuer Letter of Representations dated
October 4, 1995 from the City to Securities Depositoiy (the "Securities Depository Agreement")
and the taking of all actions required by such Securities Depository Agreement, wire transfers
of interest and principal payments with respect to the Series 2009 Bonds, utilization of electronic
book -entry data received from the Securities Depository in place of actual delivery of Series
2009 Bonds and provisions of notice with respect to Series 2009 Bonds registered by Securities
Depository (or any of its designees identified to the City, the Bond Registrar or the Paying
Agent) by overnight delivery, courier service, telegram, telecopy or other similar means of
communication.
SECTION 5.20 Insurance Policy, Reserve Product and Credit Facility. h -t order to
produce the lowest true interest cost possible for the Series 2009 Bonds or any portion thereof,
the City Manager is hereby authorized to negotiate an Insurance Policy, a Reserve Product and
a Credit Facility with respect to any or all of the Series 2009 Bonds, if, after consultation with the
Finance Director and the Financial Advisor, the City Manager determines that obtaining such
an Insurance Policy, a Reserve Product or a Credit Facility is in the best interests of the City. The
City is hereby authorized to provide for the payment of the premium of the Insurance Policy,
any costs of the Reserve Product and any costs of a Credit Facility from the proceeds of the
issuance of the Series 2009 Bonds and to enter into such agreements as may be necessary to
secure such Insurance Policy, a Reserve Product or Credit Facility, with the City Manager's
execution of any such agreement(s) to be conclusive evidence of the City's approval thereof;
provided, however, that the City Manager may consult with the Finance Director, the City
Attorney and Bond Counsel in connection with any such agreement(s).
ARTICLE VI
SOURCE OF PAYMENT OF SERIES 2009 BONDS;
SPECIAL OBLIGATIONS OF THE CITY
SECTION 6.01 Series 2009 Bonds Not to be General Obligation or Indebtedness of the
City. The Series 2009 Bonds shall not be deemed to constitute general obligations or a pledge of
the faith and credit of the City, the State or any political subdivision thereof within the meaning
of any constitutional, legislative or charter provision or limitation, but shall be payable solely
City of Miami Printed On: 10/14/2009
from and secured by alien upon and a pledge of the Pledged Funds, in .the mariner and= to the
extent herein provided. No Bondholder shall ever have the right, directly or indirectly, to
require or compel the exercise of the ad valorem taxing power of the City, the State or any other
political subdivision of the State or taxation in any form on any real or personal property to pay
the Series 2009 Bonds or the interest thereon, nor shall any Bondholder be entitled to payment
of such principal of, redemption premium, if any and interest from any other funds of the City
other than the Pledged Funds, all in the manner and to the extent herein provided. The Series
2009 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any real or
personal property of the City, or any part thereof, or any other tangible personal property of or
in the City, but shall constitute a lien only on the Pledged Funds, all in the mazuner and to the
extent provided herein.
SECTION 6.02 Pledge. The payment of the principal of and interest on the Series 2009
Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the Pledged
Funds. The City does hereby irrevocably pledge such Pledged Funds to the payment of the
principal of, redemption premium, if any, and interest on the Series 2009 Bonds and for all other
payments as provided herein, in the order of priorities set forth herein.
SECTION 6.03 Covenant to Budget and Appropriate. If the Pledged Revenues on
deposit in the Revenue Fund are not sufficient to pay principal and interest on the fifth (5f) day
prior to the due date of such payments and other payments required by this Resolution Avhen
due, the City hereby covenants and agrees to the extent permitted by and in accordance with
applicable late and budgetary processes, to prepare, approve and appropriate in its Annual
Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the
Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available in an amount N1rhdch is
equal to the deficiency of the Annual Debt Service Requirement with respect to all Bonds
outstanding hereunder for the applicable Fiscal Year, plus an amount sufficient to satisfy the
other payment obligations of the City hereunder for the applicable Fiscal Year. Such covenant
and agreement on the part of the City to budget and appropriate sufficient amounts of legally
available Non -Ad Valorem Revenues shall be cumulative, and shall continue until such legally
available Non -Ad Valorem Revenues in amounts sufficient to make all required payments
hereunder as and when due, including any delinquent payments, shall have been budgeted,
appropriated and actually paid into the appropriate Funds and Accounts, hereunder; provided,
however, that such covenant shall not constitute a lien, either legal or equitable, on any of the
City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the
City from pledging in the future any of its legally available Non -Ad Valorem Revenues or other
revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally
available Non -Ad Valorem Revenues. Anything herein to the contrary note,\rithstanding, all
obligations of the City hereunder shall be secured only by the legally available Non -Ad
Valorem Revenues actually budgeted and appropriated and deposited into the Funds and
Accounts created hereunder, as provided for herein. The City may not expend moneys not
appropriated or in excess of its current budgeted revenues. The obligation of the City to
budget, appropriate and make payments hereunder from its legally available Non -Ad Valorem
City of Miami Printed On: 10/14/2009
Revenues is subject- to the availability of legally available Non -Ad Valorem Revenues after
satisfying funding requirements for obligations having an express lien on or pledge of such
revenues and after satisfying funding requirements for essential governmental services of the
City. However, the covenant to budget and appropriate in its general annual budget for the
purposes and in the manner stated herein shall have the effect of making available in the
manner described herein Non -Ad Valorem Revenues and placing on the City a positive duty to
budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations
hereunder; subject, however, in all respects to the restrictions of Section 166.241, Florida
Statutes, which provides, in part, that the govenning body of each municipality make
appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be
received from taxation or other revenue sources; and subject further, to the payment of services
and programs which are for essential public purposes affecting the health, welfare and safety of
the inhabitants of the City or wlnidn are legally mandated by applicable law. Notwithstanding
the foregoing covenant of the City, the City does not covenant to maintain any services or
programs now provided or maintained by the City which generate Non -Ad Valorem Revenues.
ARTICLE VII
CREATION AND USE OF FUNDS AND ACCOUNTS;
DISPOSITION OF REVENUES
SECTION 7.01 Creation of Revenue Fund, Sinking Fund and Accounts and the
Reserve Fund. There is hereby established the "Revenue Fund", the "Sinking Fund" and the
"Reserve Fund." There are established within the Sinking Fund three separate Accounts therein
designated as the "Interest Account," the "Principal Account" and the 'Bond Amortization
AccoLunt".
The Revenue Fund, the Sinking Fund and the Reserve Fund established hereunder and
all Accounts therein shall constitute trust funds for the purpose herein provided, shall be
delivered to and held by the Finance Director (or an Authorized Depository designated by the
Finance Director), in each case who shall act as trustee of such funds for the purposes hereof,
and shall at all times be kept separate and distinct from all other funds of the City and used
only as herein provided. The designation and establishment of the various Funds and Accounts
in and by this Resolution shall not be construed to require the establishment of any completely
independent, self -balancing funds as such term is commonly def reed and used in govenamental
accounting, but rather is intended solely to constitute an earmarking of certain revenues of the
City for certain purposes and to establish certain priorities for application of such revenues and
assets as herein provided.
Moneys held in the Fund and Accounts (except the Rebate Fund), are Pledged Funds
and shall be subject to alien and charge in favor of the holders and registered owners of the
Series 2009 Bonds and any Additional Parity Obligations as herein provided.
City of Miami Printed On: 10/14/2009
SECTION 7.02 Disposition of Revenues. The City covenants and agrees -that it will pay
or cause to be paid into the Revenue Fund, as promptly as practicable after receipt thereof, all of
the Pledged Revenues and the Non -Ad Valorem Revenues as required by Section 6.03 hereof.
Monies in the Revenue Fund shall be transferred and applied as follows:
(1) To the full extent necessary, for deposit into the Interest Account in the
Sinking Fund, on the fifth (5th) day preceding each Interest Payment Date, such sums as
shall be sufficient to pay the interest becoming due on the Bonds on each such Interest
Payment Date; provided, however, that such deposits for interest shall not be required
to be made into the Interest Account to the extent that money on deposit therein is
sufficient for such purpose.
The City shall, on or before each Interest Payment Date, transfer to the Paying
Agent moneys in an amount equal to the interest due on such Interest Payment Date or
shall, prior to such Interest Payment Date, advise the Paying Agent of the amount of any
deficiency in the amount so to be transferred.
(2) (a) To the full extent necessary, for deposit in the Principal Account in the
Sinking Fund, on the fifth (5th) day preceding each principal maturity date, the principal
amount of Serial Bonds which will mature and become due on such maturity dates;
provided, however, that such deposits for principal shall not be required to be made into
the Principal Account to the extent that money on deposit therein is sufficient for such
purpose.
The City shall, on or before each principal payment date, transfer to the Paying
Agent moneys in an amount equal to the principal due on such principal payment date.
(b) To the full extent necessary, for deposit into the Bond Amortization
Account in the Sinking Fund, on the fifth (5th) day preceding each redemption or
maturity date, the Amortization Requirements as may be necessary for the payment of
the Term Bonds payable from the Bond Amortization Account on such redemption or
maturity dates.
The moneys in the Bond Amortization Account shall be used solely for the
purchase or redemption of the Term Bonds payable therefrom. The City may at any
tune purchase any of said Term Bonds at prices not greater than the principal amount
thereof and credit the principal amount purchased against the Amortization Installment
due. Tine City shall be mandatorily obligated to use any moneys in the Bond
Amortization Account not applied to purchase Term Bonds for the redemption prior to
maturity of such Term Bonds in such manner and at such times as the same are subject
to mandatory redemption. If, by the application of moneys in the Bond Amortization
Account, the City shall purchase or call for redemption in any year Term Bonds in excess
of the Amortization Requirements for such year, such excess of Term Bonds so
City of Miami Printed On: 10/14/2009
purchased _or redeemed shall be credited in such mariner and at such times as the
Director of Finance shall determine over the remaining payment dates.
The City shall, on each redemption or maturity date, transfer to the Paying Agent
moneys in an amount equal to the payments due on the Term Bonds on such
redemption or maturity date.
(3) To the full extent necessary, for deposit in the Reserve Fund on or before
the next succeeding Interest Payment Date following a dral�T on the Reserve Fund, an
amount which, together with funds on deposit therein, will be sufficient to make the
funds on deposit therein, except as otherwise hereinafter provided, equal to the Reserve
Requirement for the Bonds.
Moneys in the Reserve Fund shall be used only for the purpose of payments of
Amortization Installments, principal of, or interest on the Bonds when other moneys
allocated to the Sinking Fund are insufficient therefore, and for no other purpose.
(4) Iii lieu of or in substitution for cash or securities on deposit ill the Reserve
Fund, the City may fund the Reserve Requirement, in whole or in part, with a Reserve
Product issued by a Reserve Product Provider in an amount equal to the difference
between the Reserve Requirement and the sums then on deposit in the Reserve Fund or
to remain on deposit in the Reserve Fund. Such Reserve Product must provide for
payment on any interest or principal payment date (provided adequate notice is given)
on which a deficiency exists (or is expected to exist) in moneys held hereunder for a
payment with respect to the Series 2009 Bonds which cannot be cured by moneys in any
other Fund or Account held pursuant to this Resolution and available for such purpose,
and which shall name the Paying Agent or an Authorized Depository who has agreed to
serve as trustee for the benefit of the Bondholders as the beneficiary thereof. In no event
shall the use of such Reserve Product be permitted if it would cause an impairment in
any existing rating on the Series 2009 Bonds. If a disbursement is made from a Reserve
Product, the City shall be obligated to reinstate the maximum limits of such Reserve
Product on or before the next succeeding Interest Payment Date following such
disbursement or to replace such Reserve Product by depositing into the Reserve Fund
from the first Pledged Revenues available for deposit pursuant to clause (3) above,
moneys in the maximum amount originally payable under such Reserve Product, plus
the amount necessary to reimburse the Reserve Product Provider for previous
disbursements made pursuant to such Reserve Product, or a combination of such
alternatives, and for purposes of clause (3) above, amounts necessary to satisfy such
reimbursement obligation and other obligations of the City to a Reserve Product
Provider (the "Policy Costs") shall be deemed required deposits into the Reserve Fund,
but shall be used by the City to satisfy its obligations to the Reserve Product Provider.
If funds on deposit un the Reserve Fund exceed the Reserve Requirement with
respect to the Series 2009 Bonds and any Additional Parity Obligations, such excess shall
City of Miami Printed On: 10/14/2009
be transferred to the City annually to be used for any lawful purpose, provided that such
excess shall be first applied to cure any deficiencies in the Sinking Fund, including the
Accounts therein, and then shall be released to the City to be used for any lawful
purpose.
(5) The City shall not be required to make any further payments into the
Sinking Fund, including the Accounts therein, and the Reserve Fund when the
aggregate amount of funds in the Sinking Fund, including the Accounts therein, and the
Reserve Fund are at least equal to the aggregate principal amount of the Bonds then
outstanding plus accrued interest thereon, or if all of the Bonds then outstanding have
been otherwise defeased pursuant to Section 12.02 hereof.
(6) The balance of any monies remaining in the Revenue Fund after payment
of all required payments in paragraphs (1)-(4) above may be used for any lawful
purpose of the City.
ARTICLE VIII
DEPOSITORIES OF FUNDS, SECURITY FOR
DEPOSITS AND INVESTMENT OF MONEYS
SECTION 8.01 Deposits Constitute Trust Funds. All Funds or other property which at
any time may be owned or held in the possession of or deposited with the City for application
un accordance with the terms and provisions of this Resolution shall be held in trust and applied
only in accordance with the provisions of this Resolution, and shall not be subject to lien or
attachment by any creditor of the City.
All Funds or other property which at any time may be owned or held in the possession
of or deposited with the City pursuant to this Resolution, and any investment income thereon,
shall be continuously secured, for the benefit of the City and the Bondholders in the order and
manner and for the purposes provided in this Resolution either (a) by depositing with an
Authorized Depository, as custodian, collateral security consisting of obligations of, or
obligations the principal of and interest on which are unconditionally guaranteed by, the United
States of America having a market value (exclusive of accrued interest) not less than the amount
of such deposit, or (b) in such other manner as permitted hereunder as may then be required or
permitted by applicable State and federal law and regulations regarding the security for, or
City of Miami Printed On: 10/14/2009
gru nting-a preference. in the case of, the deposit of trust funds, including without limitation, the
provisions of Chapter 280, Florida Statutes, as from time to time amended.
All moneys deposited with each Authorized Depository shall be credited to the
particular Fund or Account to which such moneys belong.
SECTION 8.02 Investment of Moneys. Moneys held for the credit of the Revenue
Fund, the Sinking Fund and the Reserve Fund may be invested by the City in Permitted
Investments. Such investments or reinvestments shall mature or become available not later
than the respective dates, as estimated by the City, that the moneys held for the credit of said
Funds and Accounts will be needed for the purposes of such Funds or Accounts; provided,
however, that moneys un the Reserve Fund shall be invested only in Permitted Iznvestnents with
a remaining maturity of five years or less from the date of purchase or subject to redemption
upon demand of the holder.
Obligations so purchased as an investment of moneys in any such Fund or Account shall
be deemed at all times to be a part of such Fund or Account, and shall at all tunes, for the
purposes of this Resolution, be valued annually, at the market value thereof, exclusive of
accrued interest. Deficiencies in the amount on deposit in any Fund or Account resulting from
a decline in market value shall be restored no later than the succeeding valuation date.
All income and profits derived from the investment of moneys in the Sinking Fund shall
be retained in such Funds and Accounts used for the purposes specified for such respective
Fund and Account. All income and profits derived from the investment of moneys in the
Reserve Fund shall be retained in the Reserve Fund therein until amounts on deposit in such
Reserve Fund shall equal the Reserve Requirement, thereafter such income and profits shall be
released to the City to be used for any lawful purpose.
ARTICLE IX
GENERAL COVENANTS OF THE CITY
SECTION 9.01 Notice of Deposit Shortfall. The City covenants that it will notify the
Paying Agent, of any shortfall or deficiency un the Sinking Fund at least five (5) days before each
principal or Interest Payment Date on which such shortfall is expected to occur.
SECTION 9.02 Annual Audit.
(1) Annual Audit. The City shall require that an annual audit of its accounts and
records with respect to its general fund and the Pledged Funds and the Funds and Accounts
created herein be completed as soon as practicable after the end of each Fiscal Year by an
independent certified public accountant of recognized standing. Such audit shall be conducted
in accordance with generally accepted auditing standards as applied to governmental units.
City of Miami Printed On: 10/14/2009
(2) Availability of Reports. A .copy of the comprehensive- annual financial report as
J
certified according to the requirements stated herein shall be available for inspection at the
offices of the City and shall be promptly furnished to the Underwriters of the Series 2009 Bonds
and mailed to any Bondholder requesting the same, upon payment by such Bondholder, of the
cost of reproduction and mailing.
SECTION 9.03 Receipt of Pledged Revenues. The City covenants, that as long as the
Series 2009 Bonds are outstanding, it will not impair or adversely affect the right of the City to
receive the Pledged Revenues. The City will proceed diligently to perform legally and
effectively all steps required on its part to collect and receive the Pledged Revenues.
SECTION 9.04 Operation and Maintenance of the Project. The City covenants to
establish and enforce reasonable rules and regulations governing the operation and use of the
Project, operate the Project in an efficient and economical manner, maintain the properties
constituting the Project in good repair and in sound operating condition for so long as the same
are necessary to the operation of the Project upon a revenue-producing basis, and comply with
all valid acts, rules, regulations, order and directions of any legislative, executive,
administrative or judicial body that are applicable to the Project.
For so long as the Bonds are outstanding, the City will not construct, maintain or operate
or cause to be constructed, maintained or operated, any off-street parking facilities that would
impair the revenue-producing capacity of the Project unless prior to such construction,
operation or maintenance (a) the construction, maintenance or operation of such facilities are.
authorized by the City and incorporated into the Project or (b) the City provides a statement of
a parking consultant to the effect that based upon such parking consultant's knowledge and
analysis of the financial performance and operations of the Project, nothing has come to its
attention that would lead it to believe that the City would not be able to meet their payment
obligations as a result of such construction, operation and maintenance
SECTION 9.05 Insurance. The City will purchase and maintain insurance covering such
properties belonging to the Project against loss or damage from such causes as are customarily
insured against by enterprises of a similar nature, business interruption insurance,
comprehensive, general liability, insurance and use and occupancy insurance on the Project for
bodily injury and property damage.
SECTION 9.06 Insurance and Condemnation Proceeds. All proceeds of all insurance
required by Section 9.05 hereof and all net proceeds resulting from eminent domain
proceedings shall be delivered to the Paying Agent for deposit in the Construction Fund or
Sinking Fund and shall be applied at the election of the City:
City of Miami Printed On: 10/14/2009
(1) promptly to replace, repair, rebuild or restore the Project to substantially the same
- condition as that ATluch existed prior to such taking, damage or destruction, with such
alterations and additions as the City may determine; or
(2) to the redemption of Bonds, provided that Bonds may be redeemed only if (A) the
Project has been restored to substantially the same condition as prior to such damage or
destruction or taking, or (B) the City has determined that the portion of the Project damaged or
destroyed or taken is not necessary to the operation of the Project.
SECTION 9.07 Disposition of the Project. The City will have the right to sell or dispose
of any moveable property or fixtures acquired by the City in connection with the Project, or any
materials used in conriection thereTATith if the Finance Director determines that such articles are
no longer useful in connection with the construction or maintenance of the Project or the
operation of the Project and that such sale or disposition will not impair the operating efficiency
of the Project.
The City has the right to demolish or remove any real property and structures now or
hereafter existing as part of the Project provided the City, by resolution, determines that such
removal or demolition does not impair the operating efficiency of the Project.
The City will deposit the proceeds resulting from any abando=ent, sale or disposition
of properties constituting the Project to the Construction Fund or to the Revenue Fund, as the
City may direct.
SECTION 9.08 Tax Covenants. (A) The City shall not use or permit the use of any
proceeds of the Series 2009A Bonds, Series 2009C Bonds or any other funds of the City, directly
or indirectly, to acquire any securities or obligations, and shall not use or pen -nit the use of any
amounts received by the City with respect to the Series 2009A Bonds and Series 2009C Bonds in
any manner, and shall not take or pen -nit to be taken any other action or actions, which would
cause any Series 2009A Bonds and Series 2009C Bonds to be "private activity bonds" within the
meaning of Section 141 or an "arbitrage bond" within the meaning of Section 148, or "federally
guaranteed" within the meaning of Section 149(b), of the Internal Revenue Code of 1986, as
amended, or otherwise cause interest on the Series 2009A Bonds and Series 2009C Bonds to
become subject to federal income taxation.
(B) The City shall at all times do and perform all acts and things permitted by law and
this Resolution which are necessary or desirable in order to assure that interest paid on the Series
2009A Bonds and Series 2009C Bonds will be excluded from gross income for purposes of
federal income taxes and shall take no action that would result in such interest not being so
excluded.
(C) The City shall pay or cause to be paid to the United States Government any
amounts required by Section 148(f) of the Code and the regulations thereunder (the
"Regulations"). In order to ensure compliance with the rebate provisions of Section 148(f) of the
Code with respect to any Series 2009A Bonds and Series 2009C Bonds for which the City
intends on the date of issuance thereof to be excluded from gross income for purposes of federal
City of Miami Printed On: 10/14/2009
income taxation, the City hereby creates and establishes. the -"City of Miami Special Obligation
Parking Revenue Bonds Rebate Fund" (hereinafter the "Rebate Fund") to be held by the City.
The Rebate Fund need not be maintained so long as the City timely satisfies its obligation to pay
any rebatable earnings to the United States Treasury; however, the City may, as an
administrative convenience, maintain and deposit funds in the Rebate Fund from time to time.
Any moneys held in the Rebate Fund shall not be considered Pledged Funds and shall not be
pledged in any manner for the benefit of the holders of the Series 2009 Bonds. Moneys in the
Rebate Fund (including earnings and deposits therein) shall be held for future payment to the
United States Government as required by the Regulations and as set forth in instructions of Bond
Counsel delivered to the City upon issuance of such Series 2009 Bonds.
ARTICLE X
ISSUANCE OF ADDITIONAL INDEBTEDNESS
SECTION 10.01 Issuance of Additional Indebtedness. The City will not issue any
obligations (other than the Series 2009 Bonds authorized by Section 5.01 hereof) secured by or
payable from the Pledged Funds, or any portion thereof, or voluntarily create or cause to be
created any debt, lien, pledge, assignment, encumbrance or other charge, in each case, having
priority to or being on a parity with the lien securing the Series 2009 Bonds issued pursuant to
this Resolution upon the Pledged Funds or any portion thereof.
Notwithstanding the foregoing, the City may at any time or from time to time issue
evidences of indebtedness that are payable in whole or in part out of the Pledged Funds and
which may be secured by a pledge of the Pledged Funds on a parity with the Series 2009 Bonds
solely for the purpose of financing the costs necessary to complete the Project. Such Additional
Parity Obligations may not exceed 10% of the initial principal amount of the Series 2009 Bonds.
Notwithstanding the foregoing, the City may at any time or from time to time issue
evidences of indebtedness that are payable in whole or in part out of the Pledged Funds and
which may be secured by a pledged of the Pledged Funds on a parity with the Series 2009
Bonds if such Additional Parity Obligations to be issued are refunding bonds, that is, delivered
in lieu of, or in substitution for, or to provide for the payment of one or more series of Bonds or
portions thereof, originally issued under this Resolution if the City shall cause to be delivered a
certificate of the Finance Director setting forth the Total Debt Service Requirement (i) for the
Bonds then outstanding and (ii) for all Bonds to be immediately outstanding thereafter and
stating that the Total Debt Service Requirement pursuant to (ii) above is not greater than that set
forth pursuant to (i) above.
City of Miami Printed On: 10/14/2009
ARTICLE XI
EVENTS OF DEFAULT; REMEDIES
SECTION 11.01 Events of Default. Each of the following events is hereby declared an
"event of default":
(a) payment of principal of any Series 2009 Bond is not be made when the same shall
become due and payable, either at maturity or on required payment dates by proceedings for
redemption or otherwise; or
(b) payments of any installment of interest shall not be made when the same shall
become due and payable; or
(c) the City shall fail to make any deposits required to be made hereunder or shall
otherwise fail to comply with any of the covenants and obligations of the City hereunder and
such failure shall continue unremedied for a period of thirty (30) days after such failure to
deposit or other such occurrence.
Notwithstanding the foregoing, with respect to the events described in clause (c) the
City shall not be deemed un default hereunder if such default can be cured within a reasonable
period of time and if the City in good faith institutes appropriate curative action and diligently
pursues such action until the default has been corrected.
SECTION 11.02 Enforcement of Remedies. Upon the happening and continuance of
any event of default specified in Section 11.01 of this Article, then and in every such case the
owners of not less than twenty-five percent (25%) of the aggregate principal amount of the
Series 2009 Bonds outstanding may appoint any State bank, national bank, trust company or
national banking association qualified to transact business in Florida to serve as trustee for the
benefit of the holders of all Series 2009 Bonds then outstanding (the "Default Trustee"). Notice
of such appointment, together with evidence of the requisite signatures of the holders of
twenty-five percent (25%) of the aggregate principal amount of the Series 2009 Bonds
outstanding and the trust instrument under which the Default Trustee shall have agreed to
serve shall be filed with the City and the Default Trustee and notice of such appointment shall
be mailed to the registered holders of the Series 2009 Bonds. No more than one Default Trustee
may be appointed and serving hereunder at any one time; however, the holders of a majority of
the aggregate principal amount of the Series 2009 Bonds outstanding may remove the Default
Trustee initially appointed and appoiunt a successor and subsequent successors at any time. If
the default for which the Default Trustee was appointed is cured or waived pursuant to this
Article, the appointment of the Default Trustee shall terminate with respect to such default.
After a Default Trustee has been appointed pursuant to the foregoing, the Default
Trustee may proceed, and upon the written request of owners of twenty-five percent (25%) of
the aggregate principal amount of the Series 2009 Bonds outstanding shall proceed, to protect
City of Miami Printed On: 10/14/2009
and enforce the rights of the Bondholders under the -laws of the State of Florida, including the
Act, and under this Resolution, by -such suits, actions or special proceedings in equity or at law,
or by proceedings in the office of any board, body or officer having jurisdiction, either for the
specific performance of any covenant or agreement contained herein or in aid of execution of
any poiwer herein granted or for the enforcement of any proper legal or equitable remedy, all as
the Default Trustee, being advised by counsel, shall deem most effectual to protect and enforce
such rights.
In the enforcement of any remedy against the City under this Resolution the Default
Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or
during any City default becoming, and at any time remaining, due from the City for principal,
interest or otherwise under any provisions of this Resolution or of such Series 2009 Bonds and
unpaid, with interest on overdue payments of principal arid, to the extent permitted by law, on
interest, at the rate or rates of interest specified in such Series 2009 Bonds, together with any and
all costs and expenses, including reasonable attorneys' fees and including fees on appeal, of
collection and of all proceedings hereunder and under such Series 2009 Bonds, without
prejudice to any other right or remedy of the Default Trustee or of the Bondholders, and to
recover and enforce any judgment or decree against the City, but solely as provided herein and
in such Series 2009 Bonds, for any portion of such amounts remaining unpaid and interest, costs
and expenses as above provided, and to collect (but solely from moneys in the Funds and
Accounts, excluding the Rebate Fund) in any manner provided by law, the moneys adjudged or
decreed to be payable.
SECTION 11.03 Effect of Discontinuing Proceedings. Ri case any proceeding taken by
the Default Trustee or any Bondholder on account of any default shall have been discontinued
or abandoned for any reason or shall have been determined adversely to the Default Trustee or
such Bondholder, then and in every such case the City, the Default Trustee and the Bondholders
shall be restored to their former positions and rights hereunder, respectively, and all rights,
remedies and powers of the Default Trustee shall continue as though no such proceeding had
been taken.
SECTION 11.04 Directions to Default Trustee as to Remedial Proceedings. Anything
in tl-is Resolution to the contrary notwithstanding, the holders of a majority of the aggregate
principal amount of the Series 2009 Bonds outstanding shall have the right, by an instrument or
concurrent instruments in writing executed and delivered to the Default Trustee, to control the
method and place of conducting all remedial proceedings to be taken by the Default Trustee
hereunder, provided that such direction shall not be otherwise than u1 accordance with law or
the provisions of this Resolution, and that the Default Trustee shall have the right to decline to
follow any such direction which in the opinion of the Default Trustee would be unjustly
prejudicial to Bondholders not parties to such direction.
SECTION 11.05 Restrictions on Actions by Individual Bondholders. No Bondholder
shall have any right to institute any suit, action or proceeding in equity or at law for the
execution of any trust hereunder or for any other remedy hereunder, except as otherwise
City of Miami Printed On: 10/14/2009
provided herein. The holders of less than twenty-five percent (25%) of the aggregate principal
amount of the Series 2009 Bonds outstanding may act hereunder and direct proceedings if such
Bondholders shall have made written request of the Default Trustee after the right to exercise
such powers or right of action, as the case may be, shall have accrued, and shall have afforded
the Default Trustee a reasonable opportunity either to proceed to exercise the powers
hereinabove granted or to institute such action, suit or proceeding in its or their name, and
unless, also, there shall have been offered to the Default Trustee reasonable security and
indemnity against the costs, expenses and liabilities to be incurred therein or thereby, including
the reasonable fees of its attorneys (including fees on appeal), and the Default Trustee shall
have refused or neglected to comply with such request within a reasonable period of time; and
such notification, request and offer of indemnity are hereby declared in every such case, at the
option of the Default Trustee, to be conditions precedent to the execution of the powers and
trusts of this Resolution or for any other remedy hereunder. It is understood and intended that
no one or more owners of the Series 2009 Bonds hereby secured shall have any right in any
manner whatever by his or their action to affect, disturb or prejudice the security of this
Resolution, or to enforce any right hereunder, except in the manner herein provided, and that
all proceedings at law or in equity shall be instituted, had and maintained in the mariner herein
provided and for the benefit of all Bondholders, and that any individual rights of action or any
other right given to one or more of such owners by law are restricted by this Resolution to the
rights and remedies herein provided.
Nothing contained herein, however, shall affect or impair the right of any Bondholder,
individually, to enforce the payment of the principal of and 'interest on his Series 2009 Bond or
Bonds at and after the maturity thereof, at the time, place, from the source and in the manner
provided in this Resolution.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01 Modification or Amendment. This Resolution may be modified or
amended by ordinance or resolution and may be supplemented for the addition of terms,
covenants and provisions in the manner herein provided and as may further be necessary for
issuance of the Series 2009 Bonds hereunder from time to time by supplemental resolution
adopted concurrently with or prior to the issuance of the Series 2009 Bonds. Thereafter, no
modification or amendment of this Resolution or of any resolution or ordinance amendatory
hereof or supplemental hereto not provided for herein, materially adverse to the holders of the
Series 2009 Bonds, may be made without the consent in writing of the owners of not less than a
majority of the aggregate principal amount of Series 2009 Bonds outstanding, but no
modification, amendment or supplemental ordinance or resolution shall permit a change (a) in
the maturity of the Series 2009 Bonds or a reduction in the rate of interest thereon, (b) in the
amount of the principal obligation of any Series 2009 Bond, (c) that would affect the Pledged
Funds of the City for the payment of the amounts provided herein pursuant to Section 6.02
hereof, or (d) that would reduce such percentage of holders of the Series 2009 Bonds, required
City of Miami Printed On: 90/14/2009
above for such modifications -or amendments, without the consent all of the Bondholders. For
the purpose of Bondholders' voting rights or consents, the Series 2009 Bonds owned by or held
for the account of the City, directly or indirectly, shall not be counted. The City may amend this
Resolution to make other amendments not prohibited by the foregoing without the consent of
the Bondholders.
Notwithstanding the foregoing or any other provisions to the contrary, for so long as an
Insurance Policy is in full force and effect, consent and approval by such Insurer shall constitute
the required consent and approval of the owners of the Bonds insured by it, provided however,
that in no event shall such Insurer be entitled to consent to the actions listed in (a) -(d) in the
preceding paragraph.
SECTION 12.02 Defeasance. If, at any time after the date of issuance of the Series 2009
Bonds (a) all Series 2009 Bonds secured hereby or any maturity thereof shall have become due
and payable in accordance with their terms or otherwise as provided in this Resolution, or shall
have been duly called for redemption (if applicable), or the City gives the Paying Agent
irrevocable instructions directing the payment of the principal of, redemption premium, if any,
and interest on such Series 2009 Bonds at maturity or at any earlier redemption date scheduled
by the City, or any combination thereof, (b) the full amount of the principal, redemption
premium, if any, and the interest so due and payable upon all of such Series 2009 Bonds then
outstanding or any portion of such Series 2009 Bonds, at maturity or upon redemption (if
applicable), shall be paid, or sufficient moneys shall be held by an escrow agent who shall be an
Authorized Depository or any Paying Agent (other than the City) in irrevocable trust for the
benefit of such Bondholders (whether or not in any accounts created hereby) which, when
invested in Goveriunent Obligations maturing not later than the maturity or redemption (if
applicable) dates of such principal, redemption premium, if any, and interest,, will, together
with the income realized on such invesnnents, be sufficient to pay all such principal,
redemption premium, if any, and interest on said Series 2009 Bonds at the maturity thereof or
the date upon which such Series 2009 Bonds are to be called for redemption (if applicable) prior
to maturity, and (c) provision shall also be made for paying all other sums payable hereunder
by the City allocable to such Series 2009 Bonds, then and in that case the right, title and interest
of such Bondholders hereunder shall thereupon cease, determine and become void; othern,�7ise,
this Resolution shall be, continue and remain in full force and effect.
SECTION 12.03 Severability. If any one or more of the covenants, agreements or
provisions of this Resolution should be held contrary to any express provision of law or
contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall for any reason whatsoever be held
invalid, then such covenants, agreements or provisions shall be null and void and shall be
deemed severed from the remaining covenants, agreements or provisions of this Resolution or
of the Series 2009 Bonds issued hereunder.
City of Miami Printed On: 10/14/2009
SECTION 12.04 No Third -Party Beneficiaries. Except as herein otherwise expressly .
provided, nothing in this Resolution expressed or implied is intended or shall be construed to
confer upon any person, firm or corporation other than the parties hereto and the owners and
holders of the Series 2009 Bonds issued under and secured by this Resolution, any rights,
remedy or claim, legal or equitable, under or by reason of this Resolution or any provision
hereof, this Resolution and all its provisions being intended to be and being for the sole and
exclusive benefit of the parties hereto and the owners and holders from time to time of the
Series 2009 Bonds issued hereunder.
SECTION 12.05 Controlling Law; Members of City Not Liable. 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 by the Act and provided by the Constitution and laws of the State. No covenant,
stipulation, obligation or agreement contained herein shall be deemed to be a covenant,
stipulation, obligation or agreement of any present or future member, agent or employee of the
City in his individual capacity, and neither the members of the City nor any official executing
the Series 2009 Bonds shall be liable personally on the Series 2009 Bonds or this Resolution or
shall be subject to any personal liability or accountability by reason of the issuance or the
execution by the City or such members thereof.
SECTION 12.06 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 and of the City Commission and of each
department and agency of the City to the full extent authorized or permitted by lav, and all
such covenants, stipulations, obligations and agreements shall bind or inure to the benefit of the
successor or successors thereof from time to time and any officer, board, body or commission to
whom or to which any power or duty affecting such covenants, stipulations, obligations and
agreements shall be transferred by or in accordance with law.
Except as otherwise provided herein, 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 Cornmission, or by such other officers,
board, body or commission as may be required by law to exercise such powers or to perform
such duties.
SECTION 12.07 Further Authorizations. The Mayor and the City Manager or either of
them and the Clerk, the Finance Director and the City Attorney and such other officers and
employees of the City as may be designated by the Mayor and the City Manager or either of
them are each designated as agents of the City in connection with the sale, issuance and
delivery of the Series 2009 Bonds and are authorized and empowered, collectively or
individually, to take all action and steps and to execute all instruments, documents and
contracts on behalf of the City, including the execution of documentation required in connection
with the negotiated sale of the Series 2009 Bonds to the Unde writers, that are necessary or
desirable in connection with the sale, execution and delivery of the Series 2009 Bonds, and
City of Miami Printed On: 10/14/2009
which are specifically authorized or are not inconsistent with the terms and provisions of this
Resolution, the fond Purchase Agreement, the Paying Agent and Registrar Agreement, the
Continuing Disclosure Agreement, the Official Statement or any action relating to the Series
2009 Bonds heretofore taken by the City. Such officers and those so designated are hereby
charged with the responsibility for the issuance of the Series 2009 Bonds. Any and all costs
incurred in connection with the issuance of the Series 2009 Bonds are hereby authorized to be
paid from the proceeds of the Series 2009 Bonds.
SECTION 12.08 Repeal of Inconsistent Resolution. All resolutions or parts thereof in
conflict herewith are to the extent of such conflict superseded and repealed.
SECTION 12.09 Effective Date. This Resolution shall be effective immediately upon its
adoption and signature by the Mayor. f 1}
APPROVED AS TO FORM AND CORRECTNESS:
JULIE O. BRU
CITY ATTORNEY
Footnotes:
I }If the Mayor does not sign this Series Resolution, it shall become effective at the end of ten
calendar days from the date it was passed and adopted. If the Mayor vetoes this Series
Resolution, it shall become effective immediately upon override of the veto by the City
Commission.
City of Miami Printed On: 10/94/2009