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HomeMy WebLinkAboutExhibit SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT A To be completed upon closing FORM OF NOTE ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER. R-1 AGOREGATE,PRI,NCIPAL AMO;UNTblF FIFTEEN';MILL,ION DOLLARS .($15,000,000) Of fhb Not to exceed Twenty Million Dollars ($20,000,000) UNITED STATES OF AMERICA STATE OF FLORIDA CITY OF MIAMI SPECIAL OBLIGATION PARKING REVENUE BOND ANTICIPATION NOTES, SERIES 2010 (MARLINS STADIUM PROJECT) Original Issue Date Maturity Date KNOW ALL MEN BY THESE PRESENTS that the City of Miami, Florida (the "City" and the "Issuer"), for value received, promises to pay from the sources hereinafter provided, to the order of Merrill Lynch, Pierce, Fenner & Smith Incorporated, or registered assigns (hereinafter, the "Owner", the "Holder", and the "Purchaser"), the principal sum of FIFTEEN MILLION DOLLARS ($15,000,000) or the principal amount so advanced to the City as hereinafter provided, in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and to pay, solely from said sources, to the Owner hereof by check mailed to the Owner at his address as it appears on the Note registration books of the City, interest on each portion of such principal sum from the date such portions shall be advanced pursuant to the terms herein, at the Interest Rate (defined below), calculated on the basis of a 365 day year for the actual number of days elapsed. Upon the occurrence of an event of default, any due but unpaid principal and interest on the Note shall bear interest at the Default Rate from the date due until paid and collected. Anything herein or in the Note to the contrary notwithstanding, in no event shall the interest rate borne by the Note exceed the maximum interest rate permitted to be paid by the City under applicable law. "Interest Rate" means (i) a rate of 4.00% for the First Interest Period, and (ii) a rate of 4.50%, increasing by 0.50% per month cumulative, not to exceed the Maximum Rate for the Second Interest Period. "Default Rate" means a rate equal to the lesser of 10.00% per annum or the highest rate permitted by law. "First Interest Period" means a period commencing on the date of issuance of the Notes and ending six months thereafter. "Maximum Rate" means 7.00 per annum%. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. "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). "Second Interest Period" means a period commencing at the end of the First Interest Period and ending on the Maturity Date. The Owner agrees to make advances under this Note once per month upon at least fifteen (15) calendar days prior written notice from the City requesting such advance draw. Principal (or the principal amount so advanced) and all accrued and unpaid interest hereon shall be due and payable in full on the Maturity Date or upon such earlier redemption. The Note may be redeemed at anytime prior to maturity, without penalty and without premium, at the price of par plus interest accrued to the date of redemption upon at least fifteen (15) calendar. days prior written notice from the City to Owner requesting and setting such redemption date. If any date for the payment of principal of or interest hereon or the taking of any action hereunder shall fall on a day which is not a Business Day, the payment due or action to be taken on such date shall be due on the next succeeding day which is a Business Day, but the City shall not receive credit for the payment until it is actually received by the Owner. THIS NOTE DOES NOT CONSTITUTE A GENERAL 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 NOTE THAT SUCH HOLDER SHALL NEVER HAVE THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THEREIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION. This Note is one of an authorized issue of Notes in the aggregate principal amount of not to exceed Twenty Million Dollars ($20,000,000) of like .date, tenor and effect, except as to number issued to finance a portion of the cost of the Project and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, Section 215.431, Florida Statutes, and Resolution No. R-09-0509 duly adopted by the City on October 22, 2009, as amended and supplemented (the "Bond Resolution") and Resolution No. 10-0272 duly adopted on June 24, 2010 (the "Note Resolution"), in anticipation of the receipt by the City of the proceeds from the sale of not exceeding $120,000,000 Special Obligation Parking Revenue Bonds, Series 2010 (Marlins Stadium Project) (the "Bonds"). The Bond Resolution and the Note Resolution are herein collectively referred to as the "Resolution". The City represents and covenants to the Purchaser, that (i) other than the Bonds which are being issued in part to pay and redeem the Note(s), the City shall not issue any other debt obligations until all of the Note(s) have been paid and redeemed in full; and (ii) for so long as the Note(s) are outstanding, the Note(s) shall be cross -defaulted with the City's other outstanding prior debt obligations to which the City has pledged a covenant to budget and appropriate Non -Ad Valorem Revenues. The principal of and interest on this Note are payable solely from the Bonds and the Pledged Funds, and secured by a lien upon and pledge by the City of the Pledged Funds in the manner and to the extent described in the Note Resolution (the "Note Pledged Revenues"). THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. The City promises to pay the Owner interest on amounts outstanding from the date funds are drawn at the Interest Rate described above. The City may make draws on this Note once per month beginning July 1, 2010 for six (6) months ending after December 31, 2010. Draws under this Note, unless an Event of Default, or event that with the giving of notice or the passage of time would constitute an Event of Default, then exists, may be made in the manner prescribed in the Note Resolution. This Note may be exchanged or transferred by the Owner hereof but only upon the registration books maintained by the City and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. This Note has all the qualities and incidents of a negotiable instrument under Article 8 of the Uniform Commercial Code, the State of Florida, Chapter 678, Florida Statutes. This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have been authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Note 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 , 2010. CITY OF MIAMI, FLORIDA (SEAL) ATTESTED AND COUNTERSIGNED: By: Priscilla A. Thompson, City Clerk in Carlos Migoya, City Manager APPROVED AS TO FORM AND CORRECTNESS: AZ Julie O. Bru, City Attorney CERTIFICATE OF AUTHENTICATION This Note is one of the Notes designated in and executed under the provisions of the within mentioned Resolution. Finance Director, as Bond Registrar By: Authorized Officer Date of Authentication: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigns and transfers unto (Please insert Social Security or other identifying number of transferee) the attached Note of the City of Miami, Florida, and does hereby constitute and appoint , attorney, to transfer the said Note on the books kept for registration thereof, with full power of substitution in the premises. Date: Signature Guaranteed by [member firm of the New York Stock Exchange or a commercial bank or a trust company] By: Title: NOTICE: No transfer will be registered and no new Note will be issued in the name of the Transferee, unless the signature to this assignment corresponds with the name as it appears upon the face of the within Note 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. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT B To be completed upon closing FORM OF PURCHASER'S CERTIFICATE This is to certify that Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Purchaser") has not requested or directed the City of Miami, Florida (the "City") to deliver any offering document and has conducted its own investigation, to the extent it deems satisfactory or sufficient, into matters relating to business affairs or conditions (either financial or otherwise) of the City in connection with the issuance of the not to exceed Twenty Million Dollars ($20,000,000) City of Miami, Florida Special Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins Stadium Project) (collectively, the "Notes") and the purchase by Purchaser of not to exceed Fifteen Million Dollars ($15,000,000) of such Note(s), and no inference should be drawn that the Purchaser, in the acceptance of said Note(s), is relying on Bryant Miller Olive P.A. ("Bond Counsel") or the Office of the City Attorney ("Counsel to the City") as to any such matters other than the legal opinions rendered by Bond Counsel and Counsel to the City. Any capitalized undefined terms used herein not otherwise defined shall have the meaning set forth in Resolution No. 10-0272 adopted by the City on June 24, 2010 relating to the Note(s) (the "Note Resolution"). We acknowledge and understand that the Note Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051(1), Florida Statutes, and/or Section 517.061(7), Florida Statutes, and that neither the City, Bond Counsel nor Counsel to the City shall have any obligation to effect any such registration or qualification. We are not acting as a broker or other intermediary, and are purchasing not to exceed Fifteen Million Dollars ($15,000,000) of the Note(s) as an investment for our own account and not with a present view to a resale or other distribution to the public. We understand that the Note(s) may not be transferred. We are a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note(s) for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Chapter 517, Florida Statutes. DATED this day of )2010. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By:_ Name: Title: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT C To be completed upon closing FORM OF DISCLOSURE LETTER AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED FIFTEEN MILLION DOLLARS ($15,000,000) OF THE NOT TO EXCEED TWENTY MILLION DOLLARS ($20,000,000) CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BOND ANTICIPATION NOTES, SERIES 2010 (MARLINS STADIUM PROJECT) City Commission of the City of Miami City Hall 3500 Pan American Drive Miami, Florida 33133 Gentlemen: In connection with the proposed issuance by the City of Miami, Florida (the "City") of not to exceed Twenty Million Dollars ($20,000,000) City Of Miami, Florida Special Obligation Parking Revenue Bond Anticipation Notes, Series 2010 (Marlins Stadium Project) (the "Note(s)"), Merrill Lynch, Pierce, Fenner & Smith Incorporated, New York, New York (the "Purchaser"), has agreed to purchase not to exceed Fifteen Million Dollars ($15,000,000) of the Note(s). The purpose of this letter is to furnish, pursuant to the provisions of Section 218.385(6) and (2), Florida Statutes, as amended, certain information in respect to the arrangement contemplated for the underwriting of not to exceed Fifteen Million Dollars ($15,000,000) of the Note(s) as follows: (a) The nature and estimated amount of expenses to be incurred by the Purchaser and paid by the Purchaser in connection with the purchase and reoffering, if any, of the Note(s) are set forth on Schedule A attached hereto, (b) No person has entered into an understanding with the Purchaser, or to the knowledge of the Purchaser, with the City for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Purchaser or to exercise or attempt to exercise any influence to effect any transaction in the purchase of the Note(s). (c) The, amount of underwriting spread, including the management fee, expected to be realized is as follows: None. (d) No fee, bonus or other compensation is estimated to be paid by the Purchaser in connection with the issuance of the Note(s) to any person not regularly employed or retained by the Purchaser (including any "finder", as defined in Section 218.386(1)(a), Florida Statutes, as amended), except as specifically enumerated as expenses to be incurred and paid by the Purchaser, as set forth in Schedule A attached hereto. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP, ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. (e) The name and address of the Purchaser is set forth below: Attention: Ed Curland Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center North Tower 11't" Floor New York, New York 10080 (f) Unless earlier redeemed, the Fifteen Million Dollars of the aggregate principal amount of the Note(s) being purchased by the Purchaser is expected to be repaid at the end of approximately 1 year. Assuming the entire principal amount of the Note(s) is drawn down on the date of issuance at an interest rate of percent (_%) per annum, total interest paid over the life of the Note(s) is estimated to be $ (g) The source of repayment or security for the Note(s) is the proceeds to be derived from long-term financing of the City and the Pledged Funds. Assuming the entire principal amount of the Note is drawn down on the date of issuance at an interest rate of percent ( _%), issuance of the Note is estimated to result in maximum of approximately $ of annual revenues of the City not being available to finance other services of the City during the life of the Note, unless such $ is repaid from the proceeds of the Bonds as set forth in the Note Resolution. We understand that you do not require any further disclosure from the Purchaser, pursuant to Section 218.385(6) and (2), Florida Statutes, as amended. Very truly yours, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED By: Name: Title: THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. SCHEDULE A ESTIMATED PURCHASER'S FEE AND ISSUANCE EXPENSES None Remainder of page intentionally left blank. THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL BACKUP. ORIGINAL CAN BE SEEN AT END OF THIS DOCUMENT. EXHIBIT D To be completed upon closing FORM OF REQUISITION FOR PAYMENT AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED FIFTEEN MILLION DOLLARS ($15,000,000) OF THE NOT TO EXCEED TWENTY MILLION DOLLARS ($20,000,000) CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BOND ANTICIPATION NOTES, SERIES 2010 (MARLINS STADIUM PROJECT) Requisition No.: Amount Requested: Dollars and _ Cents ($ ) 1. The City hereby certifies that proceeds from this Requisition have been or will be used for lawful purposes for the Project (as defined in Resolution No. R-09-0509 adopted on October 22, 2009, as amended and supplemented by Resolution No. R-10- 0272 adopted on June 24, 2010 relating to the above referenced Note) (collectively, the "Resolution") and has not been the basis of any previous disbursement; 2. The City hereby certifies that no Event of Default, or event that with the giving of notice or the passage of time would constitute an Event of Default, exists. 3. Unless otherwise noted, all capitalized terms herein shall have the meanings assigned to them in the Resolution. 4. The City hereby instructs the Owner to fund a draw in the amount of Dollars and Cents ($ ) and send the money to [insert wire or deposit instructions]. This day of 20� CITY OF MIAMI, FLORIDA By: Name: Carlos Migoya Title: City Manager SUBSTITUTED EXHIBIT A To be completed upon closing FORM OF NOTE ANY HOLDER SHALL, PRIOR TO BECOMING A HOLDER, EXECUTE A PURCHASER'S CERTIFICATE IN THE FORM ATTACHED TO THE RESOLUTION (HEREIN DEFINED) CERTIFYING, AMONG OTHER THINGS, THAT SUCH HOLDER IS AN "ACCREDITED INVESTOR" AS SUCH TERM IS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED, AND REGULATION D THEREUNDER. R-1 Not to exceed Twenty Million Dollars ($2 UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MIAMI SPECIAL OBLIGATION PARKING REVENU BOND ANTICIPATION NOTES, SERIES 2 0 (MARLINS STADIUM PROJECT) Original Issue Date Maturit Date KNOW ALL MEN BY THESE PRESS TS that the City of Miami, Florida (the "City"), for value received, promises to pay from the u ces hereinafter provided, to the order of Merrill Lynch Pierce, Fenner & Smith Incorpora d, or registered assigns (hereinafter, the "Owner"), the principal sum of TWENTY MILLION DOLLARS ($20,000,000) or the principal amount so advanced to the City as hereinaftrlprovided, in any coin or currency of the United States of America which on the date ofdyment thereof is legal tender for the payment of public and private debts, and to pay, sol ly�from said sources, to the Owner hereof by check mailed to the Owner at his address as it pears on the Note registration books of the City, interest on each portion of such principal um from the date such portions shall be advanced pursuant to the terms herein, at the Inti est Rate (defined below), calculated on the basis of a 360 day year for the actual number of/days elapsed. Upon the occurrence of an event of default, any due but unpaid principal ang interest on the Note shall bear interest at the Default Rate from the date due until paid a collected. Anything herein or in the Note to the contrary notwithstanding, in no event shall a interest rate borne by the Note exceed the maximum interest rate permitted to be paid by th City under applicable law. Interest Rate" means (i) a rate of 4.00% for the First Interest Period, and (ii) a rate of 4.50'0, increasing by 0.50% per month cumulative, not to exceed the Maximum Rate for the SeEond Interest Period. "Default Rate" means a rate equal to the lesser of 10.00% per annum or the highest rate permitted by law. SUBSTITUTED "First Interest Period" means a period commencing on the date of issuance of the Notes and ending six months thereafter. "Maximum Rate" means 7.00 per annum%. "Second Interest Period" means a period commencing at the end of the First Interest Period and ending on the Maturity Date. ,✓,ffi The Holder agrees to make advances under this Note once per month upon at/least fifteen (15) calendar days prior written notice from the City requesting such advance dr4w. Principal and all accrued and unpaid interest hereon shall be due and payble in full on the Maturity Date. The Note may be redeemed at anytime prior to maturity, without penalty and without premium, at the price of par plus interest accrued to the date of redemptiorf upon at least fifteen (15) calendar days prior written notice from the City to Holder requ.0ing and setting such redemption date. If any date for the payment of principal of or interest her on or the taking of any action hereunder shall fall on a day which is not a Business Day, tai` payment due or action to be taken on such date shall be due on the next succeeding daYwhich is a Business Day, but the City shall not receive credit for the payment until it is actually received by the Owner. THIS NOTE DOES NOT CONSTITUTE A GENERAL INDEBTEDNESS OF THE CITY WITHIN THE MEANING OF ANY CONSTITUTIONAL, STATUTORY OR CHARTER PROVISION OR LIMITATION, AND IT IS EXPREZ'�LY AGREED BY THE HOLDER OF THIS NOTE THAT SUCH HOLDER SHALL NEVER HA E THE RIGHT TO REQUIRE OR COMPEL THE EXERCISE OF THE AD VALOREM TAXING POWER OF THE CITY OR TAXATION OF ANY REAL OR PERSONAL PROPERTY THgkIN FOR THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS NOTE OR THE MAKING OF ANY OTHER PAYMENTS PROVIDED FOR IN THE RESOLUTION._ F This Note is one of an authorized Issue of Notes in the aggregate principal amount of not to exceed Twenty Million Dollars ($20;0'00,000) of like date, tenor and effect, except as to number issued to finance a portion of the Post of the Project and in full compliance with the Constitution and Statutes of the State of Florida, including particularly Chapter 166, Florida Statutes, Section 215.431, Florida Statutes, and -°Resolution No. R-09-0509 duly adopted by the City on October 22, 2009, as amended and supplemented (the "Bond Resolution") and a resolution duly adopted on , 2010 (the "Note Resolution'), in anticipation of the receipt by the City of the proceeds from the sale of not exceeding $120,000,000 Special Obligation Parking Revenue 'Bonds, Series 2010 (Ma`rlins Stadium Project) (the "Bonds"). The Bond Resolution and the Note Resolution are herein collectively referred to as the "Resolution". The principal of and interest on this Note are payable solely from the Bonds and secured by a lien upon and pledge by the City of the Pledged Funds in the manner and to the extent described in the Note Resolution (the "Note Pledged Revenues"). The>"City promises to pay the Owner interest on amounts outstanding from' the date funds are.,drawn at the Interest Rate described above. The City may make draws on this Note once per month for eleven (11) months. Draws under this Note, unless an Event of Default, or event .that with the giving of notice or the passage of time would constitute an Event of Default, then.exists, may be made in the manner prescribed in the Note Resolution. A SUBSTITUTED This Note may be exchanged or transferred by the Owner hereof but only upon registration books maintained by the City and in the manner provided in the Resolution. It is hereby certified, recited and declared that all acts, conditions and prerequisites required to exist, happen and be performed precedent to and in the execution,, delivery and the issuance of this Note do exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Note is in full compliance with and does not exceed or violate any constitutional or statutory limitation. This Note has all the qualities and incidents of a negotiable instrument under Article 8 of the Uniform. Commercial Code, the State of Florida, Chapter 678, Florida Statutes. This Note shall not be valid or become obligatory for any purpose or be entitled to any benefit or security under the Resolution until it shall have bee n,authenticated by the execution by the Registrar of the certificate of authentication endorsed hereon. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Note 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 2010. (SEAL) ATTESTED AND COUNTERSIGNED: By: City Clerk CITY OF MIAMI, FLORIDA By: City Manager APPROVED AS TO FORM AND CORRECTNESS By: City Attorney CERTIFICATE OF AUTHENTICATION This Note is one of the Notes designated in and executed under the provisions of the within mentioned Resolution. Finance Director, as Bond Registrar Date of Authentication: SUBSTITUTED SUBSTITUTED ASSIGNMENT AND TRANSFER For value received the undersigned hereby sells, assigfhs and transfers unto (Please insert Social Security or gfher identifying number of transferee) the attached Note of thCity of Miami, Florida, and does hereby constitute and appoint att,rney, to transfer the said Note on the books kept for registration thereof, with full power of sub, itution in the premises. Date: Signature Guaranteed by [member firm of the New York Stock Exchange or a commercial bank or a trust company.) By: Title: F NOTfCE: No transfer will be registered and no new Note will be issued in the name of the Transferee, unless the signature to this assignment corresponds with the name as it appears upon the face of the within Note 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. d SUBSTITUTED EXHIBIT B To be completed upon closing FORM OF PURCHASER'S CERTIFI This is to certify that Merrill Lynch Pierce, Fenner& Sn�ifh Incorporated (the "Purchaser") has not the City of Miami, Florida (the "City") to delive,rr/any offering document and has conducted its own investigation, to the extent it deems-atisfactory or sufficient, into matters relating to business affairs or conditions (either financia),or otherwise) of the City in connection with the issuance of the not to exceed Twenty Mill}'.dn Dollars ($20,000,000) City of Miami, Florida Special Obligation Parking Revenue Bond, Anticipation Notes, Series 2010 (Marlins Stadium Project), and no inference should be dr�,F n that the Purchaser, in the acceptance of said Note, is relying on Bryant Miller Olive Pt. ("Bond Counsel") or the Office of the City Attorney ("Counsel to the City") as to any such matters other than the legal opinions rendered by Bond Counsel and Counsel to the City.Any capitalized undefined terms used herein not otherwise defined shall have the meanin set forth in a resolution adopted by the City on , 2010 relating to the N, to (the "Resolution"). We acknowledge and understand that the Resolution is not being qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"), and is not being registered in reliance upon the exemption from,/registration under Section 3(a)(2) of the Securities Act of 1933, Section 517.051 (1), Florida` Statutes, and/or Section 517.061(7), Florida Statutes, 'and that neither the City, Bond Counsel nor Counsel to the City shall have any obligation to effect any such registration or qualifigation. We are not acting as` a broker or other intermediary, and are purchasing the Note as an investment for our own agcount and not with a present view to a resale or other distribution to the public. We understgnd that the Note may not be transferred in a denomination less than $100,000 under any circumstance. We are a bank, trust company, savings institution, insurance company, dealer, investment company, pension or profit-sharing trust, or qualified institutional buyer as contemplated by Section 517.061(7), Florida Statutes. We are not purchasing the Note for the direct or indirect promotion of any scheme or enterprise with the intent of violating or evading any provision of Qhapter 517, Florida Statutes. DATED this day of , 2010, SUBSTITUTED MERRILL LYNCH: PIERCE, FENNER & SMITH INCORPORATED By:____ Name: Title: SUBSTITUTED EXHIBIT C To be completed upon closing FORM OF DISCLOSURE LETTER NOT TO EXCEED $20,000,000 CITY OF MIAMI, FLORIDA // SPECIAL OBLIGATION PARKING REVS ,tJE BOND ANTICIPATION NOTES, SERIES 010 (MARLINS STADIUM PROJECT), City Commission of the City of Miami f Miami, Florida Ladies and Gentlemen: In connection with the proposed issuan�d by the City of Miami, Florida (the "City") of not to exceed Twenty Million Dollars ($20,000`000) City Of Miami, Florida Special Obligation Parking Revenue Bond Anticipation Notes ,�tSeries 2010 (Marlins Stadium Project) (the "Note"), Merrill Lynch Pierce, Fenner & Smith Incesrporated, Pensacola, Florida (the "Purchaser"), has agreed to purchase the Note. The purpose of this letter is t ,furnish, pursuant to the provisions of Section 218.385(6) and (2), Florida Statutes, as am�-nded, certain information in respect to the arrangement contemplated for the underwriting the Note as follows: (a) The nature and estima �d amount of expenses to be incurred b the Purchaser and aid Y P by the Purchaser in connectsQ n with the ,purchase and reoffering, if any, of the Note are set forth on Schedule A attached he 6to. (b) No person has en ered into an understanding with the Purchaser, or to the knowledge of the Purchaser, with th7.7City for any paid or promised compensation or valuable consideration, directly or indirectly, expressly or implied, to act solely as an intermediary between the City and the Purchaser or toKercise or attempt to exercise any influence to effect any transaction in the purchase of the Not. (c) The amount of underwriting spread, including the management fee, expected to be realized is as follows: (d) No other fee, bonus or other compensation is estimated to be paid by the Purchaser in connection -with the issuance of the Note to any person not regularly employed or retained by the Purch ser (including any "finder", as defined in Section 218.386(1)(a), Florida Statutes, as amended,, except as specifically enumerated as expenses to be incurred and paid by the Purchaser, as set forth In Schedule A attached hereto. (e) ` The name and address of the Purchaser is set forth below: SUBSTITUTED (f) Unless earlier redeemed, the Note is expected to be repaid at the end of appfoximately 1 year. Assuming the entire principal amount of the Note is drawn down on the dg�of issuance at an interest rate of %, total interest paid over the life of the Note is e timated to be $ (g) The source of repayment or security for the Note is the proceeds to be derived from long-term financing of the City and the Pledged Funds. Assuming the entire principal amount of the Note is drawn down on the date of issuance at an interest rate gf %, issuance of the Note is estimated to result in maximum of approximately $ of annual revenues of the City not being available to finance other services of the City 4dring the life of the Note, We understand that you do not require any furthef disclosure from the Purchaser, pursuant to Section 218.385(6) and (2), Florida Statutes, a5amended. Very truly,yours, MERRI;LL LYNCH PIERCE, FENNER & SMITH INCORPORATED sy: -Name: Title: d. SCHEDULE A ESTIMATED PURCHASEF SUBSTITUTED SUBSTITUTED EXHIBIT D FORM OF REQUISITION FOR PAYMENT NOT TO EXCEED $20,000,000 CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BOND ANTICIPATION NOTES, SERIES 2010 (MARLINS STADIUM PROJECT), Requisition No.: Amount Requested: $ 1. The City hereby certifies that proceeds from/this Requisition have been or will be used for lawful purposes for the Project (as defined in Resolution No. R-09-0509 adopted on October 22, 2009, as amended and supplfnented by Resolution No. R -10 - adopted on , 2010 relating to the above ,GG eerenced Note) (the "Resolution") and has not been the basis of any previous disbursement; 2. The City hereby certifies that no/Event of Default, or event that with the giving of notice or the passage of time would ponstitute an Event of Default, exists. 3. Unless otherwise noted, meanings assigned to them in the Resoli 4. The City hereby ii Dollars and money to [insert wire or deposit in This day of I capitalized terms herein shall have the the Owner to fund a draw in the amount of Cents ($ ) and send the $j. 20� CITY OF MIAMI, FLORIDA By: Name: Title: City Manager