HomeMy WebLinkAboutLegislationCity of Miami
LEGISLATION
RESOLUTION
City Hall
3500 Pan American
Drive
Miami, FL 33133
www.miamigov.com
File Number: 08-01459 Final Action Date:
A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENT(S), PROVIDING
FOR THE ISSUANCE OF NOT TO EXCEED $40,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF CITY OF MIAMI, FLORIDA NON -AD VALOREM REFUNDING REVENUE
BONDS, TAXABLE PENSION SERIES 2009, TO REFUND ALL OF THE CITY'S
OUTSTANDING NON -AD VALOREM VARIABLE RATE REFUNDING REVENUE BONDS,
TAXABLE PENSION SERIES 2006; MAKING CERTAIN FINDINGS AND DETERMINATIONS;
DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS
AND DETAILS CONCERNING THE BONDS; PROVIDING FOR THE FUNDING OF A
RESERVE FUND, IF DETERMINED NECESSARY BY THE CITY MANAGER; APPROVING
THE SENDING OF A CONDITIONAL NOTICE OF REDEMPTION; APPROVING THE
REFUNDING OF THE REFUNDED BONDS; AUTHORIZING THE TERMINATION OF THE
SWAP AND THE PAYMENT OF A SWAP TERMINATION PAYMENT IN CONNECTION
THEREWITH; RATIFYING, CONFIRMING AND APPROVING THE SELECTION OF THE
UNDERWRITERS; AUTHORIZING A NEGOTIATED SALE OF THE 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 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 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; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City of Miami, Florida (the "City") has previously issued its $62,135,000
original aggregate principal amount of Non -Ad Valorem Revenue Bonds, Taxable Pension
Series 1995 (the "Series 1995 Bonds"), of which $30,875,000 aggregate principal amount is
currently outstanding, pursuant to Resolution 95-564 (the "1995 Authorizing Resolution")
adopted by the City Commission of the City (the "Commission") on July 13, 1995 and a Master
Trust Indenture dated as of December 1, 1995 (the "Master Indenture") and a Series 1995
Indenture dated as of December 1, 1995, each between the City and U.S. Bank National
Association, as successor in interest to First Union National Bank of Florida and Wachovia Bank
National Association (the "Trustee"); and
WHEREAS, pursuant to Resolution No. R-04-0697 adopted by the Commission on
October 28, 2004, Resolution No. R-06-0671 (the "2006 Authorizing Resolution") and the
Master Indenture as supplemented by a Series 2006 Supplemental Indenture dated as of
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File Number: 08-01459
December 1, 2006, the City has also previously issued its $30,615,000 original aggregate
principal amount of Non -Ad Valorem Variable Rate Refunding Revenue Bonds, Taxable
Pension Series 2006 (the "Series 2006 Bonds") currently outstanding in the aggregate principal
amount of $27,290,000, for the purpose of refunding a portion of the Series 1995 Bonds and
has entered into an interest rate swap (the "Swap") with Morgan Stanley Capital Services Inc.
(the "Counterparty") pursuant to an International Swap Dealers Association Master Swap
Agreement (the "ISDA Master Agreement") dated as of November 8, 2004, Schedules to the
ISDA Master Agreement including a credit support annex, (the "Schedule") dated as of
November 8, 2004, and a confirmation to the ISDA Master Agreement (the "Confirmation" and,
together with the ISDA Master Agreement and the Schedule, the "Swap Agreement") dated as
of November 15, 2004, as amended on October 27, 2006; and
WHEREAS, due to the recent downgrade of MBIA Insurance Corporation and the
increase in the variable rate interest rate on the Series 2006 Bonds, the City finds it is in the
City's best interest to refund all of the outstanding Series 2006 Bonds, and to issue bonds (the
"Series 2009 Bonds") as Fixed Rate Bonds as defined in and pursuant to this Resolution; and
WHEREAS, due to the timing constraints on the issuance of the Series 2009 Bonds, it
was necessary to have the City Manager, pursuant to the Master Indenture request and provide
for the Trustee to send a conditional notice of redemption with respect to the Series 2006
Bonds; and
WHEREAS, it is necessary to terminate the Swap Agreement in connection with the
refunding of the Series 2006 Bonds, and to pay a termination payment to the Counterparty in
connection therewith; and
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, to provide for the redemption of all of the Series 2006 Bonds, to authorize the payment
of a termination payment to the Counterparty (the "Swap Termination Payment") 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 the
redemption of the Series 2006 Bonds;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
City of Miami
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File Number 08-01459
TABLE OF CONTENTS
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
SECTION 1.01 Authority 1
ARTICLE II
DEFINITIONS
SECTION 2.01 Definitions 1
SECTION 2.02 Singular(Plural 6
ARTICLE III
FINDINGS
SECTION 3.01 Findings and Determinations 7
ARTICLE IV
THIS INSTRUMENT TO CONSTITUTE CONTRACT
SECTION 4.01 Contract 7
ARTICLE V
AUTHORIZATION OF THE REFUNDING OF THE REFUNDED BONDS; DESCRIPTION,
FORM AND TERMS OF SERIES 2009 BONDS
SECTION 5.01 Authority for Refunding of Refunded Bonds and Issuance of Series
2009 Bonds 7
SECTION 5.02 Authorization of Series 2009 Bonds; Terms; Redemption and Form
of Series 2009 Bonds 8
SECTION 5.03 Execution of Bonds 9
SECTION 5.04 Bonds Mutilated, Destroyed, Stolen or Lost 10
SECTION 5.05 Provisions for Redemption 10
SECTION 5.06 Effect of Notice of Redemption 11
SECTION 5.07 Redemption of Portion of Registered Bonds 11
SECTION 5.08 Bonds Called for Redemption not Deemed Outstanding 11
SECTION 5.09 Date for Payment of Bonds 12
SECTION 5.10 Form of Bonds 12
SECTION 5.11 Application of Series 2009 Bond Proceeds 22
SECTION 5.12 Temporary Bonds 22
SECTION 5.13 Authorization and Approval of Bond Purchase Agreement 22
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File Number 08-01459
SECTION 5.14
SECTION 5.15
SECTION 5.16
SECTION 5.17
SECTION 5.18
SECTION 5.19
Authorization and Approval of Negotiated Sale of Series 2009 Bonds 22
Approval of Form of Paying Agent and Registrar Agreement;
Appointment of Paying Agent and Bond Registrar 23
Preliminary Official Statement; Official Statement 23
Continuing Disclosure 23
Approval of the Termination of the Swap Agreement and Swap
Termination Payment 24
Qualification for the Securities Depository 24
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 24
SECTION 6.02 Pledge 25
SECTION 6.03 Covenant to Budget and Appropriate 25
ARTICLE VII
CREATION AND USE OF FUNDS AND ACCOUNTS; DISPOSITION OF REVENUES
SECTION 7.01 Creation of Sinking Fund and Accounts and the Reserve Fund, if
necessary 26
SECTION 7.02 Disposition of Non -Ad Valorem Revenues 26
SECTION 7.03 Designation of Reserve Requirement; Application of Moneys in the
Reserve Fund, if applicable 28
ARTICLE VIII
DEPOSITORIES OF FUNDS, SECURITY FOR DEPOSITS AND INVESTMENT OF
MONEYS
SECTION 8.01 Deposits Constitute Trust Funds 28
SECTION 8.02 Investment of Moneys 29
ARTICLE IX
GENERAL COVENANTS OF THE CITY
SECTION 9.01 Anti -Dilution Test 29
SECTION 9.02 Notice of Deposit Shortfall 30
SECTION 9.03 Annual Audit 30
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ARTICLE X
ISSUANCE OF ADDITIONAL INDEBTEDNESS
SECTION 10.01 Issuance of Additional Indebtedness 30
ARTICLE XI
EVENTS OF DEFAULT; REMEDIES
SECTION 11.01 Events of Default 30
SECTION 11.02 Enforcement of Remedies 31
SECTION 11.03 Effect of Discontinuing Proceedings 32
SECTION 11.04 Directions to Default Trustee as to Remedial Proceedings 32
SECTION 11.05 Restrictions on Actions by Individual Bondholders 32
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.01 Modification or Amendment 33
SECTION 12.02 Defeasance 33
SECTION 12.03 Severability 34
SECTION 12.04 No Third -Party Beneficiaries 34
SECTION 12.05 Controlling Law; Members of City Not Liable 34
SECTION 12.06 Effect of Covenants 34
SECTION 12.07 Further Authorizations 35
SECTION 12.08 Repeal of Inconsistent Resolution 35
SECTION 12.09 Effective Date 35
Exhibit A — Bond Purchase Agreement
Exhibit B — Paying Agent and Registrar Agreement
Exhibit C — Preliminary Official Statement
Exhibit D — Continuing Disclosure Agreement
Exhibit E — Confirmation
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File Number: 08-01459
ARTICLE I
AUTHORITY FOR THIS RESOLUTION
SECTION 1.01 Authority. This Resolution is adopted pursuant to Chapter 166, Florida
Statutes as amended, Part VII of Chapter 159, Florida Statutes, as amended; Article VIII,
Section 2 of the Constitution of the State of Florida (the "State"); 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" shall mean an account created and established under this Resolution.
"Act" shall have the meaning ascribed in Article I hereof.
"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 Series 2009 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, as applied to the Series 2009
Bonds, shall mean the respective amounts which are needed to provide:
(a) for payment of the interest on all Series 2009 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.
"Blended Treasury Yield" means, with respect to the Series 2009 Bonds of such maturity
and interest rate, the yield computed by the linear interpolation of two Market Treasury Yields
such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield
equals the date that corresponds to the remaining average life of the Series 2009 Bonds of such
maturity and interest rate to be redeemed. The first Market Treasury Yield shall be based on an
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actively traded U.S. Treasury Security or U.S. Treasury index whose maturity is closest to butno
later than the date corresponding to the remaining average life of the Series 2009 Bonds of
such maturity and interest rate to be redeemed; the second Market Treasury Yield shall be
based on an actively traded U.S. Treasury Security or U.S. Treasury index whose maturity is
closest to but no earlier than the date corresponding to the remaining average life of the Series
2009 Bonds of such maturity and interest rate to be redeemed.
"Bond Amortization Account" means the Bond Amortization Account within the Sinking
Fund established pursuant to Section 7.01 of this Resolution.
"Bond Counsel" means nationally recognized counsel experienced in matters relating to
the validity of, and the exclusion from gross income for federal income tax purposes of interest
on, obligations of states and their political subdivisions.
"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 from the City to the Underwriters.
"Bond Registrar" means, initially, U.S. 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.
"Bondholder," "Holder" or "registered owner" means the person in whose name any
Series 2009 Bond is registered on the registration books maintained by the Bond Registrar.
"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 and 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 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.
"Director of Finance" means the Director of Finance of the City or other designee of the
Director of Finance.
"Discounted Value" means, with respect to each outstanding maturity of the Series 2009
Bonds to be redeemed, the sum of the amounts obtained by discounting all remaining
scheduled payments of principal and interest (exclusive of interest accrued to the date of
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redemption) on such maturity from their respective scheduled payment dates to the applicable
redemption date, at a yield (computed on a semiannual basis, assuming a 360-day year
consisting of twelve 30-day months) equal to the applicable Discount Yield.
"Discount Yield" means, with respect to each maturity and interest rate of the Series
2009 Bonds to be redeemed on a particular date, the Blended Treasury Yield determined with
respect to the Series 2009 Bonds of such maturity and interest rate, plus a per annum amount
or amounts to be determined by the City Manager for each maturity of the Series 2009 Bonds,
as set forth in the Bond Purchase Agreement. The Discount Yield will be calculated assuming
semiannual compounding based upon a 360-day year consisting of twelve 30-day months.
"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.
"Fixed Rate Bonds" shall mean Series 2009 Bonds, which may be either Serial or Term
Bonds, issued on the date of original issuance of the Series 2009 Bonds with a rate of interest
which is fixed in percentage for the entire term thereof.
"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
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File Number: 08-01459
other agency or instrumentality of the United States of America or of any corporation
wholly -owned by the United States of America; and
(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.
"Interest Account" means the Interest Account within the Sinking Fund established
pursuant to Section 7.01 of this Resolution.
"Interest Payment Date" means each June 1 and December 1, commencing on June 1,
2009.
"Market Treasury Yield" means that yield, assuming semi-annual compounding based
upon a 360-day year consisting of twelve 30-day months, which is equal to: (i) the yield for the
applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m.,
Eastern time, on the Valuation Date on the display designated as "Page PX1" of the Bloomberg
Financial Markets Services Screen (or, if not available, any other nationally recognized trading
screen reporting on-line intraday trading in U.S. Treasury securities); or (ii) if the yield described
in (i) above is not reported as of such time or the yield reported as of such time is not
ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from
the Federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor
publication) reported, as of 11:00 a.m., Eastern time, on the Valuation Date; or (iii) if the yields
described in (i) and (ii) above are not reported as of such time or the yields reported as of such
time are not ascertainable, the yield for the applicable maturity of an actively traded U.S.
Treasury security shall be based upon the average of yield quotations for such security (after
excluding the highest and lowest quotations) as of 3:30 p.m. Eastern time, on the Valuation
Date received from no less than five primary dealers in U.S. government securities selected by
the Treasurer. Each yield quotation for each actively traded U.S. Treasury security required in (i)
and (iii) above shall be determined using the average of the bid and ask prices for that security.
"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 Annual Debt Service" shall mean, at any time and with respect to all of the
Series 2009 Bonds, the greatest Annual Debt Service Requirement in the then current or any
succeeding Fiscal Year.
"Moody's means Moody's Investors Service and its successors.
"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 issuance of
the Series 2009 Bonds, as such Official Statement shall be approved by the City Manager in
accordance with the provisions of this Resolution.
"Outstanding" or "Bonds outstanding" means all Series 2009 Bonds which have been
issued pursuant to this Resolution except:
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(a) Series 2009 Bonds cancelled after purchase in the open market or
because of payment at or redemption prior to maturity;
(b) Series 2009 Bonds for the payment or redemption of which pursuant to
Section 12.02 of this Resolution cash funds or Government Obligations or any
combination thereof shall have been theretofore irrevocably set aside in a special
account with the Paying Agent or an Authorized Depository acting as an escrow agent
(whether upon or prior to the maturity or redemption date of any such Series 2009
Bonds) in an amount which, together with earnings on such Government Obligations, will
be sufficient to pay the principal of, redemption premium, if any and interest on such
Series 2009 Bonds at maturity or upon their earlier redemption; provided that, if such
Series 2009 Bonds are to be redeemed before the maturity thereof, notice of such
redemption shall have been given according to the requirements of this Resolution or
irrevocable instructions directing the timely publication of such notice and directing the
payment of the principal of, redemption premium, if any and interest on all bonds at such
redemption dates shall have been given to the Paying Agent; and
(c) Series 2009 Bonds which are deemed paid pursuant to Section 5.08
hereof or in lieu of which other Series 2009 Bonds have been issued under Section 5.04
hereof.
"Paying Agent" means, initially, U.S. 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" shall mean and include such obligations as shall be permitted to
be legal investments of the City by the laws of the State.
"Pledged Funds" means, collectively, all moneys, securities, instruments and income
received from the investment of such moneys that are held in Funds and Accounts established
under this Resolution, pursuant to the provisions of this Resolution.
"Principal Account" means the Principal Account within 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".
"Refunded Bonds" means all of the outstanding Series 2006 Bonds.
"Reserve Fund" means the Reserve Fund to be created, if necessary, as set forth in
Section 7.01 of this Resolution.
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"Reserve Product" 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; provided, however, that the Reserve Product Provider shall be
rated, at the time of deposit of such Reserve Product in the Reserve Fund, in any of the two
highest rating categories (without regard to gradations within such categories) of Moody's and
S&P.
"Reserve Product Provider" means any provider of a Reserve Product designated by the
City Manager for deposit in the Reserve Fund.
"Reserve Requirement" means an amount, if any, determined by the City Manager as
necessary to be deposited to the credit of the Reserve Fund in order to enhance the
marketability of the Series 2009 Bonds, to be determined at the time of sale of the Series 2009
Bonds. The Reserve Requirement, if any, shall be set forth in the Bond Purchase Agreement.
"S&P" means Standard & Poor's Ratings Service and its successors.
"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 Series 2009 Bonds, and to effect transfers of Series 2009 Bonds, in book -entry form.
"Serial Bonds" means all Series 2009 Bonds other than Term Bonds.
"Series 2009 Bonds" means the City's Non -Ad Valorem Refunding Revenue Bonds,
Taxable Pension Series 2009 initially authorized to be issued pursuant to Article V of this
Resolution and any Series 2009 Bonds issued upon transfer thereof or in exchange therefor or
in lieu thereof in accordance with the provisions of this Resolution.
"Sinking Fund" means the Sinking Fund established pursuant to Section 7.01 of this
Resolution.
"Term Bonds" means Series 2009 Bonds for which Amortization Requirements are
established on or before the date of delivery of the Series 2009 Bonds in accordance with the
provisions of this Resolution.
"Underwriters" means, with respect to the Series 2009 Bonds, J.P. Morgan Securities
Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, SunTrust Robinson Humphrey, Inc.,
Raymond James & Associates, Inc. and Banc of America Securities LLC.
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 governments or governmental bodies. Words of the
masculine gender shall be deemed and construed to include correlative words of the feminine
and neutral genders.
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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 as Fixed Rate Bonds in order to provide for a refunding of all of the Refunded
Bonds.
B. The City is authorized under the Act, the Master Indenture and this Resolution to
issue refunding bonds and to deposit the proceeds thereof with the Trustee under the Master
Indenture for the payment when due of the principal of and interest on the Refunded Bonds.
C. It is necessary in connection with the refunding of the Refunded Bonds to
terminate the Swap Agreement, and to pay to the Counterparty the Swap Termination Payment,
in connection therewith.
D. 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 as refunding bonds and to provide for the redemption of all
of the Refunded Bonds.
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 OF THE REFUNDING OF THE REFUNDED BONDS;
DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS
SECTION 5.01 Authority for Refunding of Refunded Bonds and Issuance of Series
2009 Bonds. The City hereby authorizes the issuance of the Series 2009 Bonds and the
refunding of all of the Refunded Bonds. Subject and pursuant to the provisions hereof, the
Series 2009 Bonds to be known as "City of Miami, Florida Non -Ad Valorem Refunding Revenue
Bonds, Taxable Pension Series 2009" are hereby authorized to be issued at one time or as
needed in an aggregate principal amount not to exceed Forty Million Dollars ($40,000,000), for
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the purpose of, together with other available moneys, (i) redeeming all of the Refunded Bonds;
(ii) paying the Swap Termination Payment; (iii) funding a deposit to the Reserve Fund, if
necessary; and (iv) paying the costs of issuance of the Series 2009 Bonds. The City Manager
is hereby authorized to provide for the redemption of the Refunded Bonds. The City hereby
ratifies, confirms and approves the mailing of a conditional notice of redemption in connection
with the redemption of the Refunded Bonds.
SECTION 5.02 Authorization of Series 2009 Bonds; Terms; Redemption and Form
of Series 2009 Bonds. The City Manager is hereby authorized and directed to award the
Series 2009 Bonds to the Underwriters provided the Underwriters spread does not exceed
$6.50 per $1,000 of Series 2009 Bonds issued and at a fixed rate with a true interest cost rate
("TIC") not to exceed eight and one-half percent (8.5%) (the "Maximum TIC") per annum. The
Series 2009 Bonds shall be dated their date of issuance, shall be issued in such principal
amount, shall bear interest from the date thereof, payable on the first day of June and
December of each year, at the rates and shall mature on the first day of December of each year
in accordance with the maturity schedule, but not later than 2025, shall be issued as Serial
Bonds and/or Term Bonds and if such Bonds are issued as Term Bonds, be subject to payment
from Amortization Requirements by operation of the Sinking Fund as set forth in the Bond
Purchase Agreement, as such dates, principal amount, rates, maturity schedule and the
Reserve Requirement, if any, may be approved by the City Manager, with the execution and
delivery of the Bond Purchase Agreement as described in Section 5.13 hereof being conclusive
evidence of the City's approval, provided that the TIC shall not exceed the Maximum TIC.
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 any
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 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 (wire) to such Securities Depository or its
nominee or (ii) if such Series 2009 Bonds are not maintained in a book -entry only system by 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 wire transfer or authorized the Paying Agent to deduct the cost of such wire
transfer from the payment due such holder. In the event of any default in the payment of
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File Number- 08-01459
interest, such defaulted interest shall be payable to the persons in whose names such Series
2009 Bonds are registered at the close of business on a special record date for the payment of
such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by
the Paying Agent to the registered owners of the Series 2009 Bonds not less than fifteen (15)
days preceding such special record date. Such notice shall be mailed to the persons in whose
names the Series 2009 Bonds are registered at the close of business on the fifth (5th) day
(whether or not a business day) preceding the date of mailing. 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 denominations, 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, his signature
shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2009 Bond
may bear the signature of, or may be signed by, such persons as at the actual time of execution
of such Series 2009 Bond shall be the proper officers to sign such Series 2009 Bond, although
at the date of such Series 2009 Bond or the date of delivery thereof such persons may not have
been such officers.
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
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
City, of Miami
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File Number: 08-01459
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 foregoing
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 Director of Finance, 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 in 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
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
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File Number. 08-01459
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 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. In 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 which 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
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File Number: 08-01459
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 subsection, 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, without limitation, such changes as may be
required for the issuance of uncertificated public obligations:
[Remainder of Page Intentionally Left Blank]
City of Miami Page 17 of 41 Printed on 12/2/2008
File Number: 08-01459
No. R-
[Form of Series 2009 Bond]
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI
NON -AD VALOREM REFUNDING REVENUE BOND,
TAXABLE PENSION SERIES 2009
Interest Rate Maturity Date Dated Date
December 1, , 2009
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
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 U.S. Bank National Association,
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 annum
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 June and the first day
of December of each year, commencing on June 1, 2009. 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 U.S. Bank National Association, as Bond Registrar, at the close of
business on the fifteenth (15th) day (whether or not a business day) of the month next
preceding the Interest Payment Date (the "Record Date"), irrespective of any transfer or
exchange of such 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 Non -
Ad Valorem Refunding Revenue Bonds, Taxable Pension Series 2009 (the "Series 2009
Bonds") in aggregate principal amount of $ issued pursuant to the Act (defined
below) in order to provide funds to refund and redeem all of the City's outstanding $27,290,000
aggregate principal amount of Non -Ad Valorem Variable Rate Refunding Revenue Bonds,
Taxable Pension Series 2006 (the "Refunded Bonds"); [to make a deposit to the Reserve Fund
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File Number. 08-01459
equal to the Reserve Requirement;] to pay a Swap Termination Payment relating to the Swap
Agreement (as defined in the Resolution, described below); 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-08- , duly adopted by
the Commission of the City on December 2008 (the "Resolution").
This Bond is subject to all the terms and conditions of the Resolution, and capitalized
terms not otherwise 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 moneys held in certain Funds and
Accounts established under the Resolution (collectively, the "Pledged Funds") and is payable
solely from such Pledged Funds and, solely to the extent provided in the second and third
succeeding paragraphs, the Non -Ad Valorem Revenues (defined below), 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.
It is further agreed between the City and the Holder of this Bond that this Bond and the
obligation evidenced thereby shall not constitute a lien 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.
"Non -Ad Valorem Revenues" is defined in the Resolution as 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 the payments required under the Resolution. The City covenants and
agrees in the Resolution to budget and appropriate in its annual budget, by amendment, if
necessary, from Non -Ad Valorem Revenues lawfully available in each Fiscal Year, amounts
sufficient to satisfy the Annual Debt Service Requirement for such Fiscal Year. Notwithstanding
the above, if at any time the City determines that the Annual Debt Service Requirement for a
Fiscal Year will not be sufficient to pay the interest becoming due on the Series 2009 Bonds
during such Fiscal Year, the City's covenant and agreement under the Resolution described
herein shall, subject to all the provisions of the Resolution, include amounts sufficient to pay the
interest becoming due on the Series 2009 Bonds during such Fiscal Year. Such covenant and
agreement on the part of the City to budget and appropriate such amounts of Non -Ad Valorem
Revenues shall be cumulative to the extent not paid, and shall continue until such Non -Ad
Valorem Revenues or other legally available funds in amounts sufficient to make all such
required payments shall have been budgeted, appropriated and actually paid. 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.
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File Number. 08-01459
Such covenant to budget and appropriate does not create any lien upon or pledge of
such Non -Ad Valorem Revenues, nor does it preclude the City from pledging in the future its
Non -Ad Valorem Revenues, nor does it require the City to levy and collect any particular Non -
Ad Valorem Revenues, nor does it give the Bondholders a prior claim on the Non -Ad Valorem
Revenues as opposed to claims of general creditors of the City. Such covenant to budget and
appropriate Non -Ad Valorem Revenues is subject in all respects to the payment of obligations
secured by a pledge of such Non -Ad Valorem Revenues heretofore or hereinafter entered into
(including the payment of debt service on bonds and other debt instruments). However, the
covenant to budget and appropriate in its Annual Budget for the purposes and in the manner
stated in the Resolution 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 under the Resolution
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.
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.
The City has previously issued and currently has outstanding other indebtedness
payable from and secured by, in whole or in part, its Non -Ad Valorem Revenues.
This Bond shall not be deemed to constitute a debt or a pledge of the faith and credit of
the City, the State of Florida or any political subdivision thereof within the meaning of any
constitutional, legislative or charter provision or limitation. Nothing herein or in the Resolution
shall be deemed to create a pledge of or lien on the Non -Ad Valorem Revenues, the ad valorem
tax revenues, or any other revenues of the City, or permit or constitute a mortgage or lien upon
any assets owned by the City. It is expressly agreed by the holder of this Bond that such
Bondholder shall never have the right, directly or indirectly, to require or compel the exercise of
the ad valorem taxing power of the State of Florida, the City or any political subdivision of the
State of Florida or taxation in any form on any real or personal property for any purpose,
including, without limitation, for the payment of the principal of and interest or redemption
premium, if any, on this Bond or for the payment of any other amounts provided for in the
Resolution or to maintain or continue any of the activities of the City which generate user service
charges, regulatory fees or any other Non -Ad Valorem Revenues, nor shall the Series 2009
Bonds constitute a charge, lien or encumbrance, either legal or equitable, on any property,
assets or funds of the City, except the Pledged Funds to the extent and as provided in the
Resolution.
Neither the members of the governing 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.
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File Number: 08-01459
[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 the greater of (i) 100% of the principal amount thereof or (ii) the
Discounted Value thereof, together, in either case, 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. All calculations and determinations referred to in this section with respect to
Discounted Value, except as provided in the preceding sentence, will be made by a financial
advisor selected by the City.
(b) Mandatory Sinking Fund Redemption. The Series 2009 Bonds maturing on
December 1, shall be subject to mandatory sinking fund redemption by the City on each
December 1 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.
Year
*Maturity
Amortization
Requirement
Year
Amortization
Requirement
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.
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 which funds are duly provided will cease to bear
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File Number. 08-01459
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 in 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
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 -Investment Securities Law of the State of Florida.
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.
CITY OF MIAMI, FLORIDA
(SEAL)
By:
City Manager
ATTESTED AND COUNTERSIGNED:
By: APPROVED AS TO FORM
City Clerk AND CORRECTNESS
By:
City Attorney
City of Miami Page 22 of 41 Printed on 12/2/2008
File Number. 08-01459
[CERTIFICATE OF AUTHENTICATION]
This Bond is one of the Bonds designated in and executed under the provisions of the
within mentioned Resolution.
U.S. BANK NATIONAL ASSOCIATION
as Bond Registrar
By:
Authorized Officer
Date of Authentication:
[To be printed on the reverse side of Registered Bonds]
City of Miami Page 23 of 41 Printed on 12/2/2008
File Number: 08-01459
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 in 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 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.
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 otherwise 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; that
the issuance of the Bonds of this issue does not violate any constitutional or statutory limitation
or provision; that the City has covenanted in the Resolution, 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 Sinking Fund, Non -Ad Valorem Revenues, in an amount sufficient which, together
with other amounts on deposit therein, are equal to the Annual Debt Service Requirement for
such applicable Fiscal Year.
City of Miami Page 24 of 41 Printed on 12/2/2008
File Number: 08-01459
[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 with under Uniform Gifts to Minors
right of survivorship and Act
not as tenants in (State)
common
Additional abbreviations may also be used though not in the above list.
City of Miami
Page 25 of 41 Printed on 12/2/2008
File Number. 08-01459
[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 within Bond on the books kept for registration and
registration of the transfer thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed
by a member firm of the New York Stock
Exchange or a member firm of any other
recognized national securities exchange or a
commercial bank or a trust company.
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]
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File Number. 08-01459
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 Series 2009 Bond proceeds as set forth in such certificate of the City
Manager shall be deposited in a separate account designated "City of Miami 2009 Non -Ad
Valorem Refunding Revenue Bonds Taxable Series Cost of Issuance Account" which is hereby
established with the City and shall be disbursed for payment of expenses incurred in connection
with the issuance of the Series 2009 Bonds (including payment of the expenses of the City).
Any balance remaining after payment or provision for payment of such costs and expenses has
been made shall be transferred to the Interest Account within the Sinking Fund and used solely
to pay interest on the Series 2009 Bonds.
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 in
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 Authorization and Approval of Bond Purchase Agreement. The
execution and delivery of the Bond Purchase Agreement is hereby authorized and approved.
The Commission hereby authorizes and directs the City Manager to determine the final
provisions of the Bond Purchase Agreement, within the parameters for the Series 2009 Bonds
set forth in Section 5.02 of this Resolution. Upon compliance by the Underwriters with the
requirements of Section 218.385(2) and (3), Florida Statutes, and Section 218.385(6), Florida
Statutes, by delivering the "truth -in -bonding statement" and the "disclosure statement" required
by said statutory provisions, the 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, the Commission hereby approves
the negotiated sale of the Series 2009 Bonds to the Underwriters, and the Series 2009 Bonds
shall be sold and awarded to the Underwriters, upon the terms and conditions set forth herein
and as set forth in the Bond Purchase Agreement.
City of Miami
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SECTION 5.15 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 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. U.S. Bank National Association is hereby appointed as the initial
Paying Agent and the initial Bond Registrar for the Series 2009 Bonds.
SECTION 5.16 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 5.17 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 -in 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 5.17 shall not constitute a default under the Resolution and the
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File Number: 08-01459
remedies therefor shall be solely as provided in 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 making
any filing 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 Director of
Finance, 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 5.18 Approval of the Termination of the Swap Agreement and Swap
Termination Payment. The termination of the Swap Agreement is hereby authorized and
approved and the payment of the Swap Termination Payment related thereto from the proceeds
of the Series 2009 Bonds is hereby authorized. The Commission hereby authorizes and directs
the City Manager to determine the final provisions relating to the termination of the Swap
Agreement, including the determination of the amount of the Swap Termination Payment. The
City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest
to, seal and deliver any Confirmation relating to the termination of the Swap Agreement, in
substantially the form approved at this meeting and attached hereto as Exhibit "E," subject to
such changes, insertions and omissions and such filling in of blanks therein as hereafter may be
approved by the City Manager upon the advice of the City Attorney, Bond Counsel and the
financial advisor of the City, the final form of which is to be approved by the City Attorney. The
execution, attestation and delivery of the Confirmation, 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 5.19 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 with the Blanket Issuer Letter of Representations dated
October 4, 1995 from the City to Securities Depository (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.
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 from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and
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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 manner and to the
extent provided herein.
SECTION 6.02 Pledge. The payment of the principal of, redemption premium, if any,
and interest on the Series 2009 Bonds shall be secured forthwith equally and ratably by an
irrevocable lien on the Pledged Funds, all in the manner and to the extent provided herein. 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. The City hereby covenants
and agrees 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 Sinking Fund, Non -Ad Valorem
Revenues of the City lawfully available in an amount which is equal to the Annual Debt Service
Requirement with respect to all Series 2009 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 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 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 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
City of Miami Page 30 of 41 Printed on 12/2/2008
File Number: 08-01459
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.
ARTICLE VII
CREATION AND USE OF FUNDS AND ACCOUNTS;
DISPOSITION OF REVENUES
SECTION 7.01 Creation of Sinking Fund and Accounts and the Reserve Fund, if
necessary. There is hereby established the "Sinking Fund" and, if necessary, 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
Account". The Reserve Fund shall be established if the City Manager determines that the
Reserve Fund should be funded in the amount of the Reserve Requirement as set forth in the
Bond Purchase Agreement in order to market and sell the Series 2009 Bonds.
The Sinking Fund and, if applicable, 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 Director of Finance (or an Authorized Depository designated by the Director
of Finance), 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. Moneys held in the Sinking Fund and the Accounts therein and, if applicable,
the Reserve Fund, are Pledged Funds and shall be subject to a lien and charge in favor of the
holders and registered owners of the Series 2009 Bonds as herein provided.
SECTION 7.02 Disposition of Non -Ad Valorem Revenues.
Non Ad -Valorem Revenues appropriated in each Fiscal Year for the purposes hereunder
shall be applied in the following manner:
(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 Series 2009 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 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
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the Principal Account to the extent that money on deposit therein is sufficient for such
purpose.
The City shall, on each principal payment date, transfer to the Paying Agent
moneys in an amount equal to the principal due on such principal payment date or shall,
prior to such principal payment date, advise the Paying Agent of the amount of any
deficiency in the amount so to be transferred.
(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
time purchase any of said Term Bonds at prices not greater than the then redemption
price of said Term Bonds. If the Term Bonds are not then redeemable, the City may
purchase said Term Bonds at prices not greater than the redemption price of such Term
Bonds on the next ensuing redemption date. The City shall be mandatorily obligated to
use any moneys in the Bond Amortization Account 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
purchased or redeemed shall be credited in such manner 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 or shall, prior to such redemption or maturity date, advise
the Paying Agent of the amount of any deficiency in the amount so to be transferred.
(3) To the full extent necessary, for deposit in the Reserve Fund, if
applicable, on or before the next succeeding Interest Payment Date following a draw 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 Series 2009 Bonds.
(4) In lieu of or in substitution for cash or securities on deposit in 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
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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 Non Ad Valorem 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.
(5) The City shall not be required to make any further payments into the
Sinking Fund, including the Accounts therein, and the Reserve Fund, if applicable, when
the aggregate amount of funds in the Sinking Fund, including the Accounts therein, and
the Reserve Fund, if applicable, are at least equal to the aggregate principal amount of
the Series 2009 Bonds then Outstanding plus accrued interest thereon, or if all of the
Series 2009 Bonds then Outstanding have been otherwise defeased pursuant to Section
12.02 hereof.
SECTION 7.03 Designation of Reserve Requirement; Application of Moneys in the
Reserve Fund, if applicable. If determined necessary by the City Manager at the time of sale
of the Series 2009 Bonds that the Reserve Fund be funded, in order to enhance the
marketability of the Series 2009 Bonds, the Reserve Fund shall be established and the City
Manager shall designate the amount of the Reserve Requirement prior to the sale of the Series
2009 Bonds. The determination to establish the Reserve Fund and the amount of the Reserve
Requirement shall be set forth in the Bond Purchase Agreement. Funds on deposit in the
Reserve Fund shall be used solely to cure deficiencies in the Sinking Fund, including the
Accounts therein, with respect to the Series 2009 Bonds.
If funds on deposit in the Reserve Fund exceed the Reserve Requirement with respect
to the Series 2009 Bonds, such excess shall be released and transferred to the City 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.
The Reserve Fund, if deemed necessary by the City Manager as provided above, shall
be held in trust only for the benefit of the holders of the Series 2009 Bonds, unless any funds on
deposit therein are otherwise released and transferred as provided above. The Reserve Fund,
if applicable, shall be funded at all times at the Reserve Requirement. If determined to be
necessary by the City Manager, upon issuance of the Series 2009 Bonds, there shall be
deposited to the credit of the Reserve Fund an amount of proceeds of the Series 2009 Bonds
equal to the amount of the Reserve Requirement.
City of Miami
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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 in
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 granting 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 Sinking Fund
and the Reserve Fund, if applicable, 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
funds in the Reserve Fund, if applicable, shall be invested only in Permitted Investments 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 times, 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, if any, 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.
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ARTICLE IX
GENERAL COVENANTS OF THE CITY
SECTION 9.01 Anti -Dilution Test. The City may incur additional debt that is payable
from all or a portion of the legally available Non -Ad Valorem Revenues only if the total amount
of legally available Non -Ad Valorem Revenues for the most recent Fiscal Year for which audited
financial statements are available was at least 2.00 times the aggregate Maximum Annual Debt
Service of all debt (including all long-term financial obligations appearing on the City's most
recent audited financial statements and the debt proposed to be incurred) to be paid from legally
available Non -Ad Valorem Revenues (collectively, "Debt"), including any Debt payable from one
or several specific revenue sources.
SECTION 9.02 Notice of Deposit Shortfall. The City covenants that it will notify the
Paying Agent, of any shortfall or deficiency in the Sinking Fund at least five (5) days before each
principal or Interest Payment Date on which such shortfall is expected to occur.
SECTION 9.03 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.
(2) Availability of Reports. A copy of the comprehensive annual financial report as
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.
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.
The City hereby agrees that it will not issue or incur any other Debt secured by or
payable from a covenant to budget and appropriate all or a portion of the City's legally available
Non -Ad Valorem Revenues or secured by or payable from specific Non -Ad Valorem Revenues,
unless the issuance of such debt obligations complies with Section 9.01 hereof, as evidenced
by a certificate of the Director of Finance filed with the Commission on or prior to the issuance
or incurrence of such Debt.
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ARTICLE XI
EVENTS OF DEFAULT; REMEDIES
SECTION 11.01 Events of Default. Each of the following events is hereby declared an
"event of default," that is to say if:
(a) payment of principal of any Series 2009 Bond shall not be made when the same
shall become due and payable, either at maturity (whether by acceleration or otherwise) 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; or
(d) an order or decree shall be entered, with the consent or acquiescence of the
City, appointing a receiver or receivers of the City, or the filing of a petition by the City for relief
under federal bankruptcy laws or any other similar law or statute of the Untied States of America
or the State of Florida, which shall not be dismissed, vacated or discharged within thirty (30)
days after the filing thereof; or
(e) any proceedings shall be instituted, with the consent or acquiescence of the City,
for the purpose of effecting a composition between the City and its creditors or for the purpose
of adjusting the claims of such creditors, pursuant to any federal or State statutes now or
hereafter enacted, if the claims of such creditors are under any circumstances payable from the
Pledged Funds.
Notwithstanding the foregoing, with respect to the events described in clause (c) the City
shall not be deemed in 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 appoint a successor and subsequent successors at any time. If
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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
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 power 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 and, 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 Sinking
Fund and any other moneys available for such purpose) in any manner provided by law, the
moneys adjudged or decreed to be payable.
SECTION 11.03 Effect of Discontinuing Proceedings. In 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 this 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 in 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
provided herein. The holders of less than twenty-five percent (25%) of the aggregate principal
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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 manner 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 covenant of
the City to budget and appropriate legally available Non -Ad Valorem Revenues of the City for
the payment of the amounts provided herein pursuant to Section 6.03 hereof, or (d) that would
reduce such percentage of holders of the Series 2009 Bonds, required 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.
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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 Government 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 investments, 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; otherwise,
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.
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.
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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 Commission and of each
department and agency of the City to the full extent authorized or permitted by law, 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 Commission by the provisions of this
Resolution shall be exercised or performed by the Commission, or by such other officers, board,
body or commission as may be required by law to exercise such powers or to perform such
duties.
SECTION 12.07 Further Authorizations. The Mayor and the City Manager or either of
them and the Clerk, the Director of Finance 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, but not limited to, the filing of any required
subscriptions for United States Treasury Securities — State and Local Government Series and
the execution of documentation required in connection with the negotiated sale of the Series
2009 Bonds to the Underwriters, that are necessary or desirable in connection with the sale,
execution and delivery of the Series 2009 Bonds, and which are specifically authorized or are
not inconsistent with the terms and provisions of this Resolution, the Bond 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 and/or the refunding of the Refunded 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.{1}
PASSED AND ADOPTED this day of , 2008.
APPROVED AS TO FORM AND CORRECTNESS:
JULIE O. BRU
CITY ATTORNEY
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..Footnotes:
(1 ) If the Mayor does not sign this Resolution, it shall become effective at the end of ten
calendar days from the date it was passed and adopted. If the Mayor vetoes this Resolution, it
shall become effective immediately upon override of the veto by the City Commission.
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