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HomeMy WebLinkAboutLegislationCity of Miami Legislation Resolution City Hall 3500 Pan American Drive Miami, FL 33133 www.miamigov.com File Number: 11-00441 Final Action Date: A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $140,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF SPECIAL OBLIGATION NON -AD VALOREM REVENUE REFUNDING BONDS IN ONE OR MORE SERIES, FROM TIME TO TIME, FOR THE PURPOSE OF, TOGETHER WITH OTHER AVAILABLE MONEYS, REFUNDING THE CITY'S OUTSTANDING $50,000,000 AGGREGATE PRINCIPAL AMOUNT OF REVENUE NOTE, SERIES 2010 (PORT OF MIAMI TUNNEL AND ACCESS IMPROVEMENT PROJECT) (THE "NOTE") AND REFINANCING CERTAIN OUTSTANDING LOANS FROM THE SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION; PROVIDING FOR THE RIGHTS AND SECURITY OF ALL HOLDERS OF BONDS ISSUED PURSUANT TO THIS RESOLUTION; PROVIDING CERTAIN DETAILS OF THE BONDS; DELEGATING OTHER DETAILS AND MATTERS IN CONNECTION WITH THE ISSUANCE OF THE BONDS TO THE CITY MANAGER, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; PROVIDING FOR THE PAYMENT OF SUCH BONDS FROM LEGALLY AVAILABLE NON -AD VALOREM REVENUES BUDGETED AND APPROPRIATED BY THE CITY FOR SUCH PURPOSE; APPOINTING A BOND REGISTRAR; AUTHORIZING A BOOK -ENTRY REGISTRATION SYSTEM FOR THE BONDS; AUTHORIZING THE NEGOTIATED SALE AND AWARD FROM TIME TO TIME BY THE CITY MANAGER OF THE BONDS TO THE UNDERWRITERS, WITHIN THE LIMITATIONS AND RESTRICTIONS STATED HEREIN; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE BOND PURCHASE AGREEMENTS; APPROVING THE FORM OF AND DISTRIBUTION OF ONE OR MORE PRELIMINARY OFFICIAL STATEMENTS AND OFFICIAL STATEMENTS AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE OFFICIAL STATEMENTS; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE BONDS IN ACCORDANCE WITH SECURITIES AND. EXCHANGE COMMISSION RULE 15C2-12 AND AUTHORIZING THE EXECUTION AND DELIVERY OF ONE OR MORE DISCLOSURE DISSEMINATION AGENT AGREEMENTS WITH RESPECT THERETO AND APPOINTING A DISCLOSURE DISSEMINATION AGENT THEREUNDER; CREATING CERTAIN FUNDS AND ACCOUNTS AND PROVIDING FOR THE APPLICATION OF THE PROCEEDS OF THE BONDS; DELEGATING TO THE CITY MANAGER AUTHORITY TO NEGOTIATE AND OBTAIN ONE OR MORE BOND INSURANCE POLICIES AND/OR A RESERVE ACCOUNT INSURANCE POLICIES FOR DEPOSIT TO THE CREDIT OF THE SUBACCOUNT OF THE DEBT SERVICE RESERVE ACCOUNT AND AUTHORIZING THE EXECUTION AND DELIVERY OF AGREEMENTS WITH THE PROVIDER THEREOF; PROVIDING COVENANTS FOR THE PROVIDER(S) OF SUCH BOND INSURANCE POLICY AND/OR RESERVE ACCOUNT INSURANCE POLICY; AUTHORIZING THE CITY MANAGER, THE CITY ATTORNEY AND CERTAIN OTHER OFFICIALS AND EMPLOYEES OF THE CITY TO TAKE ALL ACTIONS REQUIRED IN CONNECTION WITH THE ISSUANCE OF THE BONDS; AND City of Miami Page 1 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Miami, Florida (the "City') has previously entered into several loans with the Sunshine State Government Financing Commission ("Sunshine State"); and WHEREAS, the City Commission of the City (the "Commission") has determined that it is desirable, subject to the provisions of this Resolution, to authorize the issuance by the City of its Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A, in an aggregate principal amount not to exceed $80,000,000 (the "Series 2011A Bonds"), for the purpose of, together with other available moneys, (i) refinancing certain outstanding loan obligations of the City with Sunshine State, as described herein, (ii) funding a deposit to the applicable subaccount of the Debt Service Reserve Account or paying the premium for a Reserve Account Insurance Policy for the Series 2011A Bonds and (iii) paying certain costs of issuance of the Series 2011A Bonds, including, if necessary, the premium for a Bond Insurance Policy; and WHEREAS, the City has previously issued the Note to provide for the interim financing of the Port of Miami Tunnel and Access Improvement Project (the "Tunnel Project); and WHEREAS, the Commission has determined that it is desirable, subject to the provisions of this Resolution, to authorize the issuance by the City of its Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011B, in an aggregate principal amount not to exceed $60,000,000 (the "Series 2011B Bonds" and, together with the Series 2011A Bonds, the "Bonds"), for the purpose of, together with other available moneys, (i) refinancing the Note, including the payment of accrued interest, (ii) funding a deposit to the applicable subaccount of the Debt Service Reserve Account or paying the premium for a Reserve Account Insurance Policy for the Series 2011B Bonds, and (iii) paying certain costs of issuance of the Series 2011E Bonds, including if necessary, the premium for a Bond Insurance Policy; and WHEREAS, the Commission has further determined that due to the uncertainty of the municipal bond market and the need to access such market when most advantageous to the City, it is in the best interest of the City to delegate to the City Manager, who may consult with the Director of Finance and Financial Advisor (as such terms are defined below), the determination of various terms of the Bonds, the award of the Bonds and other actions in connection with the issuance of the Bonds, all as provided and subject to the limitations contained in this Resolution; and WHEREAS, for reasons more fully set forth herein, the Commission finds and determines it to be in the best interest of the City to authorize the sale of the Bonds on the basis of a negotiated sale rather than a public sale by competitive bid. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: TABLE OF CONTENTS ARTICLE I DEFINITIONS, AUTHORITY AND FINDINGS; RESOLUTION CONSTITUTES A CONTRACT Section 1.01. Definitions 1 Section 1.02. Authority for this Resolution 7 Section 1.03. Findings 7 Section 1.04. Resolution Constitutes Contract 7 ARTICLE II AUTHORIZATION AND DETAILS OF BONDS AND CERTAIN DOCUMENTS City of Miami Page 2 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 Section 2.01. Authorization of Bonds and Refinancing of the Refunded Loans and Note 8 Section 2.02. Certain Details of Bonds 8 Section 2.03. Redemption Provisions 9 Section 2.04. Execution of Bonds 10 Section 2.05. Negotiability, Registration and Cancellation 10 Section 2.06. Bonds Mutilated, Destroyed, Stolen or Lost 11 Section 2.07. Preparation of Definitive Bonds; Temporary Bonds 11 Section 2.08. Form of Bonds 12 Section 2.09. Book -Entry Only System for the Bonds; Qualification for DTC 12 Section 2.10. Negotiated Sale; Bond Purchase Agreement 12 Section 2.11. Preliminary Official Statement; Official Statement 13 Section 2.12. Continuing Disclosure 13 Section 2.13. Guaranty Agreement 13 ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF Section 3.01. Bonds Not to be Indebtedness of the City 15 Section 3.02. Bonds Secured By Pledge of Pledged Funds 15 Section 3.03. Application of Bond Proceeds 15 Section 3.04. Covenants of the City 16 Section 3.05. Events of Default; Remedies 23 Section 3.06. Enforcement of Remedies 24 Section 3.07. Effect of Discontinuing Proceedings 25 Section 3.08. Directions to Default Trustee as to Remedial Proceedings 25 Section 3.09. Restrictions on Actions by Individual Bondholders 25 Section 3.10. Additional Debt 26 ARTICLE IV City of Miami Page 3 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 CONCERNING THE BOND REGISTRAR Section 4.01. Appointment and Acceptance of Duties 27 Section 4.02. Responsibilities of Bond Registrar 27 Section 4.03. % Evidence On Which Bond Registrar May Act 27 Section 4.04. Compensation 27 Section 4.05. Certain Permitted Acts 28 Section 4.06. Merger or Consolidation 28 Section 4.07. Adoption of Authentication 28 Section 4.08. Resignation or Removal of Bond Registrar and Appointment of Successor 28 Section 4.09. Vacancy 28 Section 5.01. ARTICLE V EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS Proof of Execution of Documents and Ownership 30 ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Modification or Amendment 31 Section 6.02. Severability of Invalid Provisions " 32 Section 6.03. Unclaimed Money 32 Section 6.04. Payments Due on Saturdays, Sundays and Holidays 33 Section 6.05. Controlling Law; Members of Commission Not Liable 33 Section 6.06. Further Authorizations 33 Section 6.07. Headings for Convenience Only 33 Section 6.08. Time of Taking Effect 34 Exhibit A - Form of Bond Exhibit B - Form of Bond Purchase Agreement Exhibit C - Form of Preliminary Official Statement Exhibit D - Form of Continuing Disclosure Agreement ARTICLE I City of Miami Page 4 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 DEFINITIONS, AUTHORITY AND FINDINGS; RESOLUTION CONSTITUTES A CONTRACT Section 1.01. Definitions. In addition to the terms defined elsewhere in this Resolution, including the recitals, the following terms shall have the following meanings in this Resolution: "Account" shall mean an account created and established under this Resolution. "Act" shall mean the Constitution of the State, Chapter 166, Florida Statutes, as amended, and the City of Miami Charter. "Amortization Requirements" shall mean such moneys required to be deposited in the Bond Redemption Account for the purpose of the mandatory redemption or payment at maturity of any Term Bonds, the specific amounts and times of such deposits to be set forth in the City Manager's Certificate. "Annual Debt Service Requirement" for any Fiscal Year, as applied to the Bonds or any portion thereof, or such other Debt, as described in Section 3.10(b) hereof, as applicable, shall mean the respective amounts which are needed to provide: (a) for paying the interest on all Bonds then Outstanding which is payable on each Interest Payment Date in such Fiscal Year; (b) for paying 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 for such Fiscal Year. For purposes of computing (a), (b) and (c) above, (i) any principal, interest or Amortization Requirements due on October 1 in a Fiscal Year shall be deemed due in the preceding Fiscal Year, (ii) if all or a portion of the principal of or interest on Bonds is payable from funds irrevocably set aside or deposited for such purpose, together with projected earnings thereon to the extent such earnings are projected to be from Permitted Investments, such principal or interest shall not be included in determining Annual Debt Service Requirements if such funds and/or Permitted Investments will provide moneys which shall be sufficient to pay when due such principal and interest, (iii) if all or a portion of the principal of or interest on the Bonds is payable from any source other than Non -Ad Valorem Revenues, such portion of principal or interest shall not be included in the determination of Annual Debt Service Requirements. For purposes of computing (a), (b) and (c) above, in connection with Section 3.10(b) hereof "Bonds" shall include any Debt as described in such Section. "Authorized Depository" shall mean 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 Florida law to be a depository of municipal funds and which has complied with all applicable state and federal requirements concerning the receipt of City funds. "Bond Insurance Policy" shall mean the financial guaranty insurance policy to be issued by a bond insurer guaranteeing the payment when due of the principal of and interest on the Bonds as provided therein. "Bond Purchase Agreement" shall mean the Bond Purchase Agreement to be entered into between the City and the Underwriters providing for the sale of the Bonds to the Underwriters. "Bond Registrar" shall mean Regions Bank, an Alabama banking corporation, or any successor thereto. "Bonds" shall mean collectively, the Series 2011A Bonds and the Series 2011B Bonds. "Bondholder," "Holder," "Holder of Bonds" or "Owner" or any similar term, shall mean any person who shall be the registered owner of any Outstanding Bond or Bonds. "City" shall mean the City of Miami, Florida. "City Attorney" shall mean the City Attorney of the City or her designee or the officer succeeding to her principal functions. "City Clerk" shall mean the City Clerk of the City, any Deputy City Clerk or her designee or the officer succeeding to her principal functions. City of Miami Page 5 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 "City Manager" shall mean the City Manager of the City, any Assistant City Manager or other designee of the City Manager. "City Manager's Certificate" means the certificate dated the date of the sale of the Bonds to be executed by the City Manager, which certificate shall provide certain details of the Bonds as required under this Resolution. "Code" shall mean the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent implementing regulation promulgated or applicable thereunder. "Commission" shall mean the City Commission of the City. "Continuing Disclosure Agreement" shall mean the Disclosure Dissemination Agent Agreement to be entered into between the City and the Disclosure Dissemination Agent. "CRA Interlocal Revenues" shall mean those revenues of the Omni CRA paid to the City pursuant to the Interlocal Agreement, to be used to pay the principal of and interest on the Series 2011B Bonds and/or to make required deposits into the subaccount of the Debt Service Reserve Account corresponding to the Series 2011B Bonds, which revenues shall not be considered Non -Ad Valorem Revenues for purposes of Section 3.10 hereof. "Director of Finance" shall mean the Director of Finance of the City or his or her designee or the officer succeeding to his or her principal functions. "Disclosure Dissemination Agent" shall mean Digital Assurance Certification, L.L.C. "DTC" shall mean The Depository Trust Company, New York, New York. "Financial Advisor" shall mean First Southwest Company, financial advisor to the City in connection with the issuance of the Bonds. "Fiscal Year" shall mean that period commencing on October 1 and continuing to and including the next succeeding September 30, or such other annual period as may be prescribed by law or by the City in accordance with law. "Fitch" shall mean Fitch Ratings, its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Fitch" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "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 City of Miami Page 6 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number. 11-00441 any other agency or instrumentality of the United States of America created by an act of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed by the United States of America or any other agency or instrumentality of the United States of America or of any corporation wholly -owned by the United States of America; and (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 Payment Date" shall mean such dates of each Fiscal Year on which interest on the Bonds is payable on any Bonds that are Outstanding, as set forth in the City Manager's Certificate. "Interlocal Agreement" shall mean that certain Interlocal Agreement dated June 24, 1996 among the City, Miami -Dade County, Florida and the Omni CRA, as amended. "Maximum Annual Debt Service" shall mean, at any time and with respect to all of the Bonds, the greatest Annual Debt Service Requirement in the then current or any succeeding Fiscal Year. "Mayor" shall mean the Mayor of the City or the officer succeeding to his or her principal functions. "Moody's" shall mean Moody's Investors Services, Inc., its successors and assigns, and if such entity no longer performs the functions of a securities rating agency, "Moody's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "Non -Ad Valorem Revenues" shall mean all revenues of the City derived from any source whatsoever, other than ad valorem taxation on real or personal property, which are legally available to make the payments required herein; provided, however, for purposes of Section 3.10 hereof, CRA Interlocal Revenues shall not be considered Non -Ad Valorem Revenues. "Note" shall mean the City's outstanding $50,000,000 aggregate principal amount of Revenue Note, Series 2010 (Port of Miami Tunnel and Access Improvement Project). "Official Statement" shall mean the final Official Statement with respect to the Bonds. "Omni CRA" shall mean the Community Redevelopment Agency for the Omni Community Redevelopment District, as amended, created pursuant to Resolution 86-868 of the City and Ordinance 87-47 of Miami -Dade County, Florida. "Outstanding" when used with reference to the Bonds, shall mean, as of any date of determination, all Bonds theretofore authenticated and delivered except: (a) Bonds theretofore canceled by the Bond Registrar or delivered to the Bond Registrar for cancellation; (b) Bonds which are deemed paid and no longer Outstanding as provided herein; (c) Bonds in lieu of which other Bonds have been issued pursuant to the provisions hereof relating to Bonds destroyed, stolen or lost, unless evidence satisfactory to the Bond Registrar has been received that any such Bond is held by a bona fide purchaser; and (d) For purposes of any consent or other action to be taken hereunder by the Holders of a specified percentage of principal amount of Bonds, Bonds held by or for the account of the City. "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" shall mean, collectively, the Series 2011A Pledged Funds and the Series 2011B Pledged Funds. "Preliminary Official Statement" shall mean the Preliminary Official Statement with respect to the Bonds. "Project" shall mean any project authorized under the Community Redevelopment Plan for the Omni CRA. "Provider" shall mean the provider of a Bond Insurance Policy and/or a Reserve Account City of Miami Page 7 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number. 11-00441 Insurance Policy or a Reserve Account Letter of Credit. "Rebate Amount" shall have the meaning assigned to such term in Section 3.04(g) of this Resolution. "Refunded Loans" shall mean those certain loan obligations of the City through Sunshine State to be refinanced with the proceeds of the Series 2011A Bonds, described as follows: (i) a loan secured by a Loan Agreement between Sunshine State and the City dated as of September 30, 1987 issued in the original amount of $20,800,000, currently outstanding in the principal amount of $4,349,000, (ii) a loan secured by a Loan Agreement between Sunshine State and the City dated as of January 27, 1988 issued in the original amount of $150,000, currently outstanding in the principal amount of $32,000, (iii) a loan secured by a Loan Agreement between Sunshine State and the City dated May 31, 1988 issued in the original amount of $6,680,900, currently outstanding in the principal amount of $1,470,500, (iv) a loan secured by a Loan Agreement between Sunshine State and the City dated as of June 30, 1995 issued in the original amount of $3,500,000, currently outstanding in the principal amount of $920,000, (v) a loan secured by a Loan Agreement between Sunshine State and the City dated as of October 3, 2007 issued in the original amount of $6,600,000, all of which is currently outstanding, (vi) a loan secured by a Loan Agreement between Sunshine State and the City dated as of August 14, 2008 issued in the original amount of $42,500,000, all of which is currently outstanding, and (vii) a loan secured by a Loan Agreement between Sunshine State and the City dated as of March 25, 2009 issued in the original amount of $20,000,000, currently outstanding in the principal amount of $12,700,000. "Regular Record Date" shall have the meaning assigned to such term in Section 2.02 of this Resolution. "Reserve Account Insurance Policy" shall mean the insurance policy, surety bond or other acceptable evidence of insurance, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or securities on deposit therein. The issuer providing such insurance shall be a municipal bond insurer rated, at the time of deposit in the Debt Service Reserve Account, in any of the two highest rating categories of Moody's, Standard & Poor's and Fitch. "Reserve Account Letter of Credit" shall mean the irrevocable, transferable letter of credit, if any, deposited in the Debt Service Reserve Account in lieu of or in partial substitution for cash or securities on deposit therein. The issuer providing such letter of credit shall be a banking association, bank or trust company or branch thereof rated, at the time of deposit into the Debt Service Reserve Account, in any of the two highest rating categories of Moody's, Standard & Poor's and Fitch. "Reserve Account Requirement" shall mean with respect to each series of Bonds, either one half of the Maximum Annual Debt Service on all Bonds Outstanding of such series or the lesser of (i) the Maximum Annual Debt Service on all Bonds Outstanding of such series, (ii) 125% of the average Annual Debt Service Requirement on all Bonds Outstanding of such series, or (iii) 10% of the proceeds of such series of Bonds within the meaning of the Code as shall be determined by the City Manager and set forth in the City Manager's Certificate. "Resolution" shall mean this Resolution as the same may from time to time be further amended and supplemented in accordance with the terms hereof. "Rule" shall mean Rule 15c2-12 promulgated by the United States Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934. "Serial Bonds" shall mean the Bonds which shall be stated to mature in annual or semi-annual installments but not including Term Bonds. "Series 2011A Pledged Funds" shall mean, collectively, all moneys, securities and instruments held in subaccounts of the Funds and Accounts created and established by this Resolution for the Series 2011A Bonds. "Series 2011B Pledged Funds" shall mean, collectively, all moneys, securities and instruments held in subaccounts of the Funds and Accounts created and established by this Resolution for the City of Miami Page 8 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 Series 2011B Bonds. "Standard & Poor's" shall mean Standard & Poor's Ratings Services, a Division of the McGraw -Hills Companies, Inc., its successors and assigns, and if such entity no longer performs the functions of a - securities rating agency, "Standard & Poor's" shall refer to any other nationally recognized securities rating agency designated by the City in a written certificate filed with the City Clerk. "State" shall mean the State of Florida. "Term Bonds" shall mean the Bonds which shall be stated to mature on one date and for the amortization of which Amortization Requirements are required to be deposited into the Bond Redemption Account in the Sinking Fund. "Tunnel Project" shall mean the acquisition, construction and reconstruction of the Port of Miami Tunnel and Access Improvement Project, as provided in the Omni CRA Community Redevelopment Plan. "Underwriters" shall mean RBC Capital Markets, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Keegan & Company, Inc., Goldman, Sachs & Co., and Raymond James & Associates, Inc. Words importing the singular number shall include the plural number in each case and vice versa. Words defined in Section 101 hereof that appear in this Resolution in lower case form shall have the meanings ascribed to them in the definitions in Section 101 unless the context shall otherwise indicate. The word "person" shall include corporations and associations, including public bodies, as well as natural persons, unless the context shall otherwise indicate. The word "Bond" or "Bonds" shall mean any Bond or Bonds or all of the Bonds, as the case may be, issued under the provisions of this Resolution. Section 1.02. Authority for this Resolution. This Resolution is adopted pursuant to the provisions of the Act. Section 1.03. Findings. It is hereby ascertained, determined and declared: (a) The recitals to this Resolution are incorporated herein as findings. (b) The issuance of the Bonds to refinance the Note and the Refunded Loans with the proceeds thereof and any other available moneys will serve a valid public and municipal purpose in accordance with the Act. (c) The principal of and interest on the Bonds and all required sinking fund, reserve and other payments shall be payable solely from the Pledged Funds and, solely to the extent provided in Section 3.04(a) hereof, the Non Ad -Valorem Revenues. None of the City, the State or any political subdivision thereof shall ever be required to levy ad valorem taxes to pay the principal of or interest on the Bonds or to make any of the sinking fund, reserve or other payments required by this Resolution or the Bonds, and the Bonds shall not constitute a lien upon any property owned by or situated within the corporate territory of the City, except as provided herein with respect to the Pledged Funds. (d) In accordance with Section 218.385(1), Florida Statutes, as amended, the Commission hereby finds, determines and declares, based upon the advice of the Financial Advisor, that a negotiated sale of the Bonds is in the best interest of the City for the following reasons: (i) the complex structure and timing of the issuance of the Bonds and the refinancing of the Note and the Refunded Loans require extensive planning, and it is not practical for the City and the Financial Advisor to engage in such planning within the time constraints and uncertainties inherent in a competitive bidding process; and (ii) it is necessary to be able to sell the Bonds when market conditions are most favorable in order to attain the most favorable interest rates on the Bonds; the vagaries of the current and near future municipal bond market demand that the Underwriters have the maximum time and flexibility to price and market the Bonds, in order to obtain the most favorable interest rates available. City of Miami Page 9 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 Section 1.04. Resolution Constitutes Contract. In consideration of the acceptance of the Bonds authorized to be issued hereunder by those who shall own the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City and such Bondholders, and the covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the owners of any and all of such Bonds, all of which shall be of equal rank and without preference, priority, or distinction of any of the Bonds over any other thereof except as expressly provided therein and herein. [END OF ARTICLE I] ARTICLE 11 AUTHORIZATION AND DETAILS OF BONDS AND CERTAIN DOCUMENTS Section 2.01. Authorization of Bonds and Refinancing of the Refunded Loans and Note. The refinancing of the Refunded Loans and the Note is hereby authorized. Subject and pursuant to the provisions of this Resolution, bonds of the City to be known as "Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011A" (the "Series 2011A Bonds"), are hereby authorized to be issued in an aggregate principal amount not to exceed Eighty Million dollars ($80,000,000), for the purpose of, together with other available moneys, (i) refinancing the Refundd Loans, (ii) funding a deposit to the applica subaccount of the Deb Service Reserve Account or paying the premium for a Reserve Account Insurance Policy for the Series 2011A Bonds, and (iii) paying certain costs of issuance of the Series 2011A Bonds, including, if necessary, the premium for a Bond Insurance Policy. Subject and pursuant to the provisions of this Resolution, bonds of the City to be known as "Special Obligation Non -Ad Valorem Revenue Refunding Bonds, Series 2011B (the "Series 2011B Bonds"), are hereby authorized to be issued in an aggregate principal amount not to exceed Sixty Million dollars ($60,000,000), for the purpose of, together with other available moneys, (i) refinancing the Note, including the payment of accrued interest, (ii) funding a deposit to the applicable subaccount of the Debt Service Reserve Account or paying the premium for a Reserve Account Insurance Policy for the Series 2011B Bonds, and (iii) paying certain costs of issuance of the Series 2011B Bonds, including if necessary, the premium for a Bond Insurance Policy. Subject to the limitations contained herein, the Bonds shall be issued in separate series, and may be issued at one time or each series may be issued at separate times, the Bonds shall be issued in such aggregate principal amount, shall be dated, shall mature on such date or dates, but not later than February 1, 2031, and in such principal amounts, shall be in the form of Serial Bonds or Term Bonds or a combination thereof, shall have such Interest Payment Dates, shall bear interest at such rates not to exceed the maximum rate permitted by law, with respect to any Term Bonds shall have such Amortization Requirements, shall have a Reserve Account Requirement and shall be subject to redemption at such times and at such prices, all as shall be determined by the City Manager, after consultation with the Director of Finance and the Financial Advisor, and set forth in the City Manager's Certificate. The Commission hereby appoints Regions Bank, as Bond Registrar for the Bonds. Section 2.02. Certain Details of Bonds. The Bonds shall be issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof. The Bonds shall be numbered consecutively from 1 upward with respect to the Series 2011A Bonds preceded by the letters "RA" and with respect to the Series 2011 B Bonds preceded by the letters "RB." The principal of and redemption premium, if any, on the Bonds shall be payable upon presentation and surrender at the designated corporate trust office of the Bond Registrar. Interest on the Bonds shall be paid on each Interest Payment Date by check or draft drawn upon the Bond Registrar and mailed to the Holders of the 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 "Regular Record Date"); City of Miami Page 10 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 provided, however, that (i) if ownership of Bonds is maintained in a book -entry only system by a securities depository, such payment may be made by automatic funds transfer to the securities depository or its nominee or (ii) if such Bonds are not maintained in a book -entry only system by a securities depository, upon written request of the Holder of $1,000,000 or more in principal amount of 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 Bond Registrar the amount necessary to pay the cost of such wire transfer or authorized the Bond Registrar to deduct the cost of such wire transfer from the payment due to such Holder. Notwithstanding anything in this paragraph to the contrary, any interest not punctually paid on a Regular Record Date shall forthwith cease to be payable to the Holder on such Regular Record Date and may be paid at the close of business on a special record date for the payment of such defaulted interest to be fixed by the Bond Registrar, notice of which shall be given not less than 10 days prior to such special record date to such Holder. Section 2.03. Redemption Provisions. The Bonds may be subject to redemption prior to maturity at such times, at such redemption prices and upon such terms in addition to the terms contained in this Resolution as may be set forth in the City Manager's Certificate. The optional redemption of the Bonds, if any, may be conditioned upon the receipt by the Bond Registrar of sufficient moneys to pay the redemption price of the Bonds to be redeemed. Notice of redemption for Bonds being redeemed shall be given by deposit in the U.S. mail of a copy of a redemption notice, postage prepaid, at least thirty (30) days before the redemption date, to all registered owners of the Bonds or portions of the 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 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Bond or portion thereof with respect to which no failure or defect occurred. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Bond being redeemed, the name and address of the Bond Registrar, the redemption price to be paid and, if less than all of the Bonds of a series then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Bonds to be redeemed and, in the case of Bonds to be redeemed in part only, the portion of the principal amount thereof to be redeemed. If any Bond is to be redeemed in part only, the notice of redemption which relates to such Bond shall also state that on or after the redemption date, upon surrender of such Bond, a new Bond or Bonds in a principal amount equal to the unredeemed portion of such Bond will be issued. If the optional redemption of any of the Bonds is conditioned upon the receipt of sufficient moneys as described above, the notice of redemption which relates to such Bonds shall also state that the redemption is so conditioned. Any notice mailed as provided in this section shall be conclusively presumed to have been duly given, whether or not the owner of such Bond receives such notice. Notice having been given in the manner and under the conditions hereinabove provided, the Bonds or portions of Bonds so called for redemption shall, on the redemption date designated in such notice, become and be due and payable at the redemption price provided for redemption for such Bonds or portions of Bonds on such date; provided, however, that Bonds or portion of Bonds called for optional redemption and which redemption is conditioned upon the receipt of sufficient moneys as described above, shall not become due and payable on the redemption date if sufficient moneys to pay the redemption price of such Bonds or portions of Bonds have not been received by the Bond Registrar on or prior to the redemption date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Bond Registrar in trust for the registered owners of the Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Bonds or portions of Bonds so called for redemption shall cease to accrue, such Bonds and portions of 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 Bonds or portions of Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided below, to receive Bonds for any unredeemed portions of the Bonds. City of Miami Page 11 of 29 File Id: 11-00441 (Version: 11 Printed On: 5/18/2011 File Number: 11-00441 In case part but not all of a Bond shall be selected for redemption, the registered owners thereof shall present and surrender such Bond to the Bond Registrar 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 Bonds so surrendered, a Bond or Bonds fully registered as to principal and interest. Section 2.04. Execution of Bonds. The 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 Bonds and attested to and countersigned by the City Clerk. In addition, the City Attorney or any Assistant City Attorney shall sign the Bonds, showing approval of the form and correctness thereof. The signatures of the City Manager, the City Clerk and the City Attorney or Assistant City Attorney on the Bonds may be by facsimile. If any officer whose signature appears on the Bonds ceases to hold office before the delivery of the Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Bond shall be the proper officers to sign such Bond, although at the date of such Bond or the date of delivery thereof such persons may not have been such officers. The Bonds shall bear thereon a certificate of authentication, in the form set forth in Exhibit A hereto, executed manually by the Bond Registrar. Only such Bonds as shall bear thereon such certificate of authentication shall be entitled to any right or benefit under this Resolution and no Bond shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Bond Registrar. Such certificate of the Bond Registrar upon any Bond executed on behalf of the City shall be conclusive evidence that the Bond so authenticated has been duly authenticated and delivered under this Resolution and that the Holder thereof is entitled to the benefits of this Resolution. Section 2.05. Negotiability, Registration and Cancellation. At the option of the Holder thereof and upon surrender thereof at the designated corporate trust office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Holder or his duly authorized attorney and upon payment by such Holder of any charges which the Bond Registrar or the City may make as provided in this Section, the Bonds may be exchanged for Bonds of the same series, aggregate principal amount of the same maturity of any other authorized denominations. The Bond Registrar shall keep books for the registration of Bonds and for the registration of transfers of Bonds. The Bonds shall be transferable by the Holder thereof in person or by his attorney duly authorized in writing only upon the books of the City kept by the Bond Registrar and only upon surrender thereof together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Holder or his duly authorized attorney. Upon the transfer of any such Bond, the City shall cause to be issued in the name of the transferee a new Bond or Bonds. The City, the Bond Registrar and any other fiduciaries may deem and treat the person in whose name any Bond shall be registered upon the books kept by the Bond Registrar as the absolute Holder of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, redemption premium, if any, and interest on such Bond as the same becomes due and for all other purposes. All such payments so made to any such Holder or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the City, the Bond Registrar nor any other fiduciary shall be affected by any notice to the contrary. In all cases in which the privilege of exchanging Bonds or transferring Bonds is exercised, the City shall execute and the Bond Registrar shall authenticate and deliver Bonds in accordance with the provisions of this Resolution. All Bonds surrendered in any such exchanges or transfers shall forthwith be delivered to the Bond Registrar and canceled by the Bond Registrar in the manner provided in this Section. There shall be no charge for any such exchange or transfer of Bonds, but the City or the Bond Registrar may require the payment of a sum sufficient to pay any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer. Neither the City nor the Bond Registrar shall be required (a) to transfer or exchange Bonds for a period of 15 days next preceding any selection of Bonds to be redeemed or thereafter until after the mailing of any notice of redemption; City of Miami Page 12 of 29 File Id: 11-00441 (version: 1) Printed On: 5/18/2011 File Number: 11-00441 or (b) to transfer or exchange any Bonds called for redemption. All Bonds paid or redeemed, either at or before maturity shall be delivered to the Bond Registrar when such payment or redemption is made, and such Bonds, together with all Bonds purchased by the City, shall thereupon be promptly canceled. Bonds so canceled may at any time be destroyed by the Bond Registrar, who shall execute a certification of destruction in duplicate by the signature of one of its authorized officers describing the Bonds so destroyed, and one executed certificate shall be filed with the City and the other executed certificate shall be retained by the Bond Registrar. Section 2.06. Bonds Mutilated, Destroyed, Stolen or Lost. In case any Bond shall become mutilated, destroyed, stolen or lost, the City may execute and the Bond Registrar shall authenticate and deliver a new Bond of like series, maturity, denomination and interest rate as the Bond so mutilated, destroyed, stolen or lost; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the City and, in the case of any lost, stolen or destroyed Bond, there shall first be furnished to the City and the Bond Registrar evidence of such loss, theft, or destruction satisfactory to the City and the Bond Registrar, together with indemnity satisfactory to them. In the event any such Bond shall be about to mature or has matured or has been called for redemption, instead of issuing a duplicate Bond, the City may direct the Bond Registrar to pay the same without surrender thereof. The City and Bond Registrar may charge the Holder of such Bonds their reasonable fees and expenses in connection with this transaction. Any Bond surrendered for replacement shall be canceled in the same manner as provided in Section 2.05 hereof. Any such duplicate Bonds issued pursuant to this Section shall constitute additional contractual obligations on the part of the City, whether or not the lost, stolen or destroyed Bonds be at any time found by anyone, and such duplicate Bonds shall be entitled to equal and proportionate benefits and rights as to lien on and source and security for payment from the applicable Pledged Funds, with all other Bonds issued hereunder. Section 2.07. Preparation of Definitive Bonds; Temporary Bonds. The definitive Bonds shall be lithographed, printed or typewritten. Until the definitive Bonds are prepared, the City Manager and City Clerk may execute and the Bond Registrar may authenticate, in the same manner as is provided in Section 2.04, and deliver, in lieu of definitive Bonds, but subject to the same provisions, limitations and conditions as the definitive Bonds, one or more printed, lithographed or typewritten temporary fully registered Bonds, substantially of the tenor of the definitive Bonds in lieu of which such temporary Bond or Bonds are issued, in authorized denominations, and with such omissions, insertions and variations as may be appropriate to such temporary Bonds. The City at its own expense shall prepare and execute and, upon the surrender at the designated corporate trust office of the Bond Registrar of such temporary Bonds for which no payment or only partial payment has been provided, the Bond Registrar shall authenticate and, without charge to the Holder thereof, deliver in exchange therefor, at the principal corporate trust office of the Bond Registrar, definitive Bonds of the same aggregate principal amount and maturity as the temporary Bonds surrendered. Until so exchanged, the temporary Bonds shall in all respects be entitled to the same benefits and security as definitive Bonds issued pursuant to this Resolution. Section 2.08. Form of Bonds. The text of the Bonds shall be of the tenor set forth in Exhibit A to this Resolution, with such omissions, insertions and variations as may be necessary and desirable and authorized or permitted by this Resolution. Section 2.09. Book -Entry Only System for the Bonds; Qualification for DTC. The Bonds shall initially be issued as uncertificated securities through the book -entry only system maintained by DTC. The City and the Bond Registrar are hereby authorized to take such actions as may be necessary to qualify the Bonds for deposit with DTC, including but not limited to those actions as are set forth in the letter of representations between the City and DTC, wire transfers of interest and principal payments with respect to the Bonds, utilization of electronic book entry data received from DTC in place of actual delivery of Bonds and provisions of notices with respect to Bonds registered by DTC (or any of its designees identified to the City and the Bond Registrar) by overnight delivery, courier service, telegram, telecopy or other similar means of communication. City of Miatni Page 13 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 Section 2.10. Negotiated Sale; Bond Purchase Agreement. The negotiated sale of each series of Bonds to the Underwriters is hereby authorized at a purchase price (not including original issue premium or original issue discount) of not less than 99% of the aggregate principal amount of the Bonds then issued (the "Minimum Purchase Price") and at a true interest cost rate ("TIC") not to exceed 7.5% (the "Maximum TIC"). The City Manager, after consultation with the Director of Finance and the Financial Advisor, is hereby authorized to award each series of Bonds to the Underwriters at one time or separately at a purchase price of not less than the Minimum Purchase Price and at a TIC not in excess of the Maximum TIC. The execution and delivery of a Bond Purchase Agreement for one or both series of Bonds for and on behalf of the City by the City Manager shall be conclusive evidence of the City's acceptance of the Underwriters' proposal to purchase such Bonds. 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 filing the "truth -in -bonding statement" and the "disclosure statement" required by said statutory provisions, the City Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and deliver one or more Bond Purchase Agreements in substantially the form attached hereto as Exhibit "B", subject to such changes, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager upon the advice of the City Attorney and Bond Counsel. The execution, attestation and delivery of such 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 2.11. Preliminary Official Statement; Official Statement. The use of a Preliminary Official Statement in connection with the marketing of each series of the Bonds either together or separately is hereby authorized. The Preliminary Official Statement in substantially the form attached hereto as Exhibit "C" is hereby approved subject to 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, one or more Official Statements relating to such 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"). 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 Bonds. Section 2.12. Continuing Disclosure. For the benefit of the Holders and beneficial owners from time to time of the Bonds, the City agrees, in accordance with and as the only obligated person with respect to the Bonds under the Rule, to provide or cause to be provided certain 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 the terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the City Manager is hereby authorized and directed to sign and deliver, in the name and on behalf of the City, one or more Continuing Disclosure Agreements, in substantially the form attached hereto as Exhibit "D," subject to such changes, modifications, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager, after consultation with the City Attorney and the City's disclosure counsel. Digital Assurance Certification, L.L.C. is hereby appointed as Disclosure Dissemination Agent under the Continuing Disclosure Agreement. The execution of such Continuing Disclosure Agreement for and on behalf of the City by the City Manager 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 such Continuing Disclosure Agreement shall not constitute a default under this Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. The Director of Finance is further authorized to establish, or cause to be established, City of Miami Page 14 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 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 may consult with the City Attorney and 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 and the City's disclosure counsel in determining whether a filing should be made. Section 2.13. Guaranty Agreement. In order to produce the lowest true interest cost possible for the Bonds or any portion thereof, the City Manager is hereby authorized to secure one or more Bond Insurance Policies and/or a Reserve Account Insurance Policies with respect to one or both series of Bonds, if, after consultation with the Director of Finance and the Financial Advisor, the City Manager determines that obtaining one or more Bond Insurance Policies and/or a Reserve Account Insurance Policies is in the best interests of the City. The City is hereby authorized to provide for the payment of any premiums on such Bond Insurance Policies and Reserve Account Insurance Policies from the proceeds of the issuance of such Bonds and to enter into such agreements as may be necessary to secure one or more Bond Insurance Policies and/or Reserve Account Insurance Policies, with the City Manager's execution of any such agreements, after consultation with the City Attorney and Bond Counsel, to be conclusive evidence of the City's approval thereof. The provisions of any such agreement shall supersede any inconsistent provision of this Resolution. [END OF ARTICLE II] ARTICLE III COVENANTS, FUNDS AND APPLICATION THEREOF Section 3.01. Bonds Not to be Indebtedness of the City. The Bonds shall not be and shall not constitute an indebtedness of the City, within the meaning of any constitutional, statutory or charter provisions or limitations, but shall be payable solely, as provided in this Resolution, from the Pledged Funds and, solely to the extent provided in Section 3.04(a) hereof, the Non -Ad Valorem Revenues. No holder or holders of any Bonds issued hereunder shall ever have the right to compel the exercise of the ad valorem taxing power of the City, the State or any political subdivision thereof, or taxation in any form of any real or personal property therein, or the application of any funds of the City, except the Pledged Funds and, solely to the extent provided in Section 3.04(a) hereof, the Non -Ad Valorem Revenues to pay the Bonds or the interest thereon or the making of any sinking fund, reserve or other payments provided for herein. Section 3.02. Bonds Secured By Pledge of Pledged Funds. (a) The payment of the principal of, interest and redemption premium, if any, on all of the Series 2011A Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the Series 2011A Pledged Funds. The Series 2011A Pledged Funds are hereby irrevocably pledged to the payment of the principal of and interest on the Series 2011A Bonds authorized herein, and other payments provided for herein, as the same become due and payable. The Series 2011A Bonds and the obligation evidenced thereby shall not constitute a lien upon any property of or in the City, but shall constitute a lien only on the Series 2011A Pledged Funds all in the manner provided in this Resolution. (b) The payment of the principal of, interest and redemption premium, if any, on all of the Series 2011B Bonds issued hereunder shall be secured forthwith equally and ratably by a first lien on and pledge of the Series 2011B Pledged Funds. The Series 2011B Pledged Funds are hereby irrevocably pledged to the payment of the principal of and interest on the Series 2011B Bonds authorized herein, and other payments provided for herein, as the same become due and payable. The Series 2011B Bonds and the obligation evidenced thereby shall not constitute a lien upon any property of or in the City, but shall constitute a lien only on the Series 2011B Pledged Funds all in the manner provided in this Resolution. The Bonds shall be payable from the Non -Ad Valorem Revenues solely in accordance with the provisions of Section 3.04(a) hereto. Section 3.03. Application of Bond Proceeds. (a) Proceeds (net of Underwriters' discount) City of Miami Page 15 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/1812011 File Number. 11-00441 from the sale of the Series 2011A Bonds shall be applied as follows: (1) An amount equal to the Reserve Account Requirement for the Series 2011A Bonds shall be deposited into the appropriate subaccount of the Debt Service Reserve Account or, if applicable, an amount equal to the premium payable for the Reserve Account Insurance Policy shall be paid to the Provider and such Reserve Account Insurance Policy shall be held by the Bond Registrar to the credit of the appropriate subaccount of the Debt Service Reserve Account for the benefit of the Series 2011A Bonds and the holders thereof. (2) An amount equal to the outstanding principal of and prepayment premium, if any, shall be paid to Deutsche Bank Trust Company Americas, as trustee with respect to the Refunded Loans. (3) An amount of proceeds to be determined by the City Manager shall be deposited in a separate account designated "City of Miami Special Obligation Non -Ad Valorem Revenue Refunding Bonds Series 2011A 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 2011A Bonds (including payment of the expenses of the City); provided that the premium for a Bond Insurance Policy, if any, may be paid on behalf of the City by the Underwriters directly to the Provider. Any balance remaining after payment or provision for payment of such costs and expenses has been made shall be transferred to the applicable subaccount of the Interest Account within the Sinking Fund and used solely to pay interest on the Series 2011A Bonds. (b) Proceeds (net of Underwriters' discount) from the sale of the Series 2011B Bonds shall be applied as follows: (1) An amount equal to the Reserve Account Requirement for the Series 2011B Bonds shall be deposited into the applicable subaccount of the Debt Service Reserve Account or, if applicable, an amount equal to the premium payable for the Reserve Account Insurance Policy shall be paid to the Provider and such Resrve Account Insurance Policy shall be held by the Bond Registrar to the credit of the applicable subaccount of the Debt Service Reserve Account for the benefit of the Series 2011B Bonds and the holders thereof. (2) An amount which is equal to the principal of and accrued interest on the Note, shall be transferred to Wells Fargo Bank, National Association, as holder of the Note. (3) An amount of proceeds to be determined by the City Manager shall be deposited in a separate account designated "City of Miami Special Obligation Non -Ad Valorem Revenue Refunding Bonds Series 2011B 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 2011B Bonds (including payment of the expenses of the City); provided that the premium for a Bond Insurance Policy, if any, may be paid on behalf of the City by the Underwriters directly to the Provider. Any balance remaining after payment or provision for payment of such costs and expenses has been made shall be transferred to the applicable subaccount of the Interest Account within the Sinking Fund and used solely to pay interest on the Series 2011B Bonds. Section 3.04. Covenants of the City. The City hereby covenants and agrees with the holders of any and all of the Bonds issued pursuant to this Resolution as follows: (a) Covenant to Budget and Appropriate. The City covenants and agrees 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 (i) the Annua Debt Service Requirement for such Fiscal Year, (ii) any deposits required to be made into the Debt Service Reserve Account during such Fiscal Year, (iii) any other amounts due the Providers of any Bond Insurance Policy, Reserve Account Insurance Policy or ReserveAcunt Letter of Credit an the Bond Registrar during such Fiscal Year and (iv) any Rebate Amount due during such Fiscal Year as provided in Section 3.04(h). 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 City of Miami Page 16 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 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. 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, the Providers of any Bond Insurance Policy, Reserve Account Insurance Policy or Reserve Account Letter of Credit or the Bond Registrar 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 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(2), 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. (b) Disposition of Non -Ad Valorem Revenues. There is hereby created and established the "City of Miami Special Obligation Non -Ad Valorem Revenue Refunding Bonds Sinking Fund" (hereinafter referred to as the "Sinking Fund"). There are also hereby created four (4) separate Accounts in the Sinking Fund to be known as the "Interest Account," the "Principal Account," the "Bond Redemption Account" and the "Debt Service Reserve Account." There are hereby further created within each Account a separate subaccount for the Series 2011A Bonds and for the Series 2011B Bonds. The Sinking Fund, the Accounts and subaccounts therein shall be held by the City in an Authorized Depository. Non Ad -Valorem Revenues appropriated in each Fiscal Year for the purposes under the provisions of Section 3.04(a) above shall be applied in the following manner: (1) To the full extent necessary, for deposit into each subaccount of the Interest Account in the Sinking Fund, on the fifth (5th) day preceding each Interest Payment Date, such sums as shall be sufficient to pay the interest becoming due on the Bonds on each such Interest Payment Date; provided, however, that such deposits for interest shall not be required to be made into the applicable subaccount of 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 Bond Registrar moneys in an amount equal to the interest due on such Interest Payment Date or shall, prior to such Interest Payment Date, advise the Bond Registrar of the amount of any deficiency in the amount so to be transferred so that the Bond Registrar may give the appropriate notice required to provide for the payment of such deficiency on such Interest Payment Date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit, if any, on deposit in the appropriate subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. (2) (A) To the full extent necessary, for deposit into each subaccount of 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 date; provided, however, that such deposits for principal shall not be required to be made into the applicable subaccount of 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 Bond Registrar moneys in an amount equal to the principal due on such principal payment date or shall, prior to such City of Miami Page 17 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 principal payment date, advise the Bond Registrar of the amount of any deficiency in the amount so to be transferred so that the Bond Registrar may give the appropriate notice required to provide for the payment of such deficiency on such principal payment date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit, if any, on deposit in the appropriate subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. (B) To the full extent necessary, for deposit into each subaccount of the Bond Redemption Account, if applicable, 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 any Term Bonds payable from such subaccount of the Bond Redemption Account on such redemption or maturity date; provided, however, that such deposits for Amortization Requirements shall not be required to be made into the applicable subaccount of the Bond Redemption Account to the extent that money on deposit therein is sufficient for such purpose. The moneys in such subaccount of the Bond Redemption Account shall be used solely for the purchase or redemption of Term Bonds payable therefrom. The City may at any time purchase any of said Term Bonds or portions thereof 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 such subaccount of the Bond Redemption 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 a subaccount of the Bond Redemption 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 Bond Registrar moneys in an amount equal to the payments due on any Term Bonds on such redemption or maturity date or shall, prior to such redemption or maturity date, advise the Bond Registrar of the amount of any deficiency in the amount so to be transferred so that the Bond Registrar may give the appropriate notice required to provide for the payment of such deficiency on such redemption or maturity date from any Reserve Account Insurance Policy or Reserve Account Letter of Credit on deposit in the applicable subaccount of the Debt Service Reserve Account or from the Bond Insurance Policy, as applicable. (3) To the full extent necessary, for deposit into each subaccount of the Debt Service Reserve Account in the Sinking Fund on the fifteenth (15th) day of each month in each year, beginning with the fifteenth (15th) day of the first full calendar month following the date on which there is a deficiency in the amount required to be on deposit in the subaccounts of the Debt Service Reserve Account, such sums as shall be at least sufficient to pay an amount equal to one -twelfth (1/12) of the difference between the amount on deposit in the subaccounts of the Debt Service Reserve Account (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) and the Reserve Account Requirement; provided, however, that no payments shall be required to be made into any subaccount of the Debt Service Reserve Account whenever and as long as the amount on deposit therein (including any Reserve Account Insurance Policy or Reserve Account Letter of Credit) shall be equal to the Reserve Account Requirement for such series of Bonds. Moneys in the subaccounts of the Debt Service Reserve Account shall be used only for the purpose of making payments of principal of and interest on the corresponding series of Bonds when the moneys in any other subaccount of any Account held pursuant to this Resolution and available for such purpose are insufficient therefor. Moneys on deposit in a subaccount shall only be used for the corresponding series of Bonds. Any moneys in the subaccounts of the Debt Service Reserve Account in excess of the City of Miami Page 18 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 Reserve Account Requirement for such series of Bonds may, in the discretion of the City, be transferred to and deposited in the applicable subaccount of the Interest Account, the Principal Account or the Bond Redemption Account as the City at its option may determine. Notwithstanding the foregoing provisions, in lieu of or in substitute for the required deposits (including existing deposits therein) into the subaccounts of the Debt Service Reserve Account, the City may cause to be deposited into the subaccounts of the Debt Service Reserve Account a Reserve Account Insurance Policy or a Reserve Account Letter of Credit for the benefit of the Holders of the corresponding series of Bonds Outstanding, which Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be payable or available to be drawn upon, as the case may be (upon the giving of notice as required thereunder), on any Interest Payment Date or principal payment date or mandatory redemption date on which a deficiency exists which cannot be cured by moneys in any other fund or account held pursuant to this Resolution and available for such purpose. If a disbursement is made under the Reserve Account Insurance Policy or the Reserve Account Letter of Credit, the City shall be obligated to either (i) reinstate the maximum limits of such Reserve Account Insurance Policy or Reserve Account Letter of Credit within twelve months by increasing the amount payable or available to be drawn thereunder in equal monthly amounts over such twelve month period, or (ii) deposit, on a monthly basis in accordance with the first paragraph of this Section 3.04(b)(3), into the applicable subaccount of the Debt Service Reserve Account from the Non -Ad Valorem Revenues appropriated in accordance with Section 3.04(a) hereof, funds in the amount of the disbursements made under such Reserve Account Insurance Policy or Reserve Account Letter of Credit, or a combination of such alternatives as shall equal the Reserve Account Requirement for the applicable series of Bonds Outstanding. In the event that upon the occurrence of any deficiency in the subaccounts of the Interest Account, the Principal Account or the Bond Redemption Account, the applicable subaccount of the Debt Service Reserve Account is then funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, the City or the Bond Registrar, as applicable, shall, on an interest or principal payment date or mandatory redemption date to which such deficiency relates, draw upon or cause to be paid under such facilities, on a pro-rata basis thereunder, an amount sufficient to remedy such deficiency, in accordance with the terms and provisions of such facilities and any corresponding reimbursement or other agreement governing such facilities; provided however, that if at the time of such deficiency the applicable subaccount of the Debt Service Reserve Account is only partially funded with one or more Reserve Account Insurance Policies and/or Reserve Account Letters of Credit, prior to drawing on such facilities or causing payments to be made thereunder, the City shall first apply any cash and securities on deposit in the applicable subaccount of the Debt Service Reserve Account to remedy the deficiency and, if after such application a deficiency still exists, the City or the Bond Registrar, as applicable, shall make up the balance of the deficiency by drawing on such facilities or causing payments to be made thereunder, as provided in this paragraph. Amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be applied as set forth in the second paragraph of this Section 3.04(b)(3). Any amounts drawn or paid under a Reserve Account Insurance Policy or Reserve Account Letter of Credit shall be reimbursed to the Provider thereof in accordance with the terms and provisions of the reimbursement or other agreement governing such facility. The subaccounts of the Debt Service Reserve Account shall be valued on the last day of each Fiscal Year and the value of securities on deposit therein shall be the lower of par, or if purchased at other than par, amortized value. Amortized value, when used with respect to securities purchased at a premium above or a discount below par, shall mean the value at any given date obtained by dividing the total premium or discount at which such securities were purchased by the number of interest payment dates remaining to maturity on such securities after such purchase and by multiplying the amount so calculated by the number of interest City of Miami Page 19 of 29 File Id: 11-00441 (Version: 1) Printed On: 5118/2011 File Number: 11-00441 payment dates having passed since the date of purchase; and (i) in the case of securities purchased at a premium, by deducting the product thus obtained from the purchase price, and (ii) in the case of securities purchased at a discount, by adding the product thus obtained to the purchase price. (4) To the Providers, if any, and the Bond Registrar, as applicable, in payment of amounts payable to such parties during such Fiscal Year not paid pursuant to the above provisions. Notwithstanding the foregoing or any other provision herein to the contrary, if any amount applied to the payment of principal of and redemption premium, if any, and interest on the Bonds that would have been paid from a subaccount in the Accounts in the Sinking Fund, is paid instead under the Bond Insurance Policy, amounts deposited in such relevant subaccount may be paid, to the extent required, to the Provider of the Bond Insurance Policy having theretofore made said corresponding payment. (c) Investment of Funds. The Sinking Fund, including the Interest Account, Principal Account, Bond Redemption Account and Debt Service Reserve Account, and the subaccounts therein, and the Cost of Issuance' Funds shall constitute trust funds and shall be invested by the City as provided in this Section 3.O4(c). Moneys on deposit in the subaccounts of the Interest Account, Principal Account, Bond Redemption Account, and the Cost of Issuance Funds may be invested in Permitted Investments maturing not later than the dates on which such moneys will be needed for the purposes of such fund or account. Moneys on deposit in the subaccounts of the Debt Service Reserve Account may be invested in Permitted Investments maturing not later than five years from the date of deposit of such Permitted Investment into the applicable subaccount of the Debt Service Reserve Account. All income and earnings received from the investment and reinvestment of moneys in the applicable subaccounts of the Interest Account, the Principal Account and the Bond Redemption Account in the Sinking Fund shall be retained in the respective subaccounts and applied as a credit against the obligation of the City to deposit moneys to such subaccounts pursuant to Section 3.O4(b) (1) and Section 3.04 (b)(2)(A) and Section 3.04 (b)(2)(B) of this Resolution, respectively. All income and earnings received from the investment and reinvestment of moneys in the subaccounts of the Debt Service Reserve Account in the Sinking Fund shall be retained in such subaccount of the Debt Service Reserve Account and applied as a credit against the obligation of the City to deposit moneys to such subaccount, unless the amount in such subaccount shall exceed the Reserve Account Requirement for such series of Bonds, in which event such excess may be applied in the manner set forth for excess amounts in the subaccount of the Debt Service Reserve Account, as described in Section 3.04 (b)(3). All income and earnings received from the investment and reinvestment of moneys in the Cost of Issuance Fund and any excess amounts on deposit therein shall be transferred to the corresponding subaccounts of the Interest Account. For the purpose of investing or reinvesting, the City may commingle moneys in the Funds and Accounts created and established hereunder in order to achieve greater investment income; provided that the City shall separately account for the amounts so commingled. The amounts required to be accounted for in each of the Funds and Accounts designated herein may be deposited in a single bank account provided that adequate accounting procedures are maintained to reflect and control the restricted allocations of the amounts on deposit therein for the various purposes of such Funds and Accounts as herein provided. The designation and establishment of Funds and Accounts in and by this Resolution shall not be construed to require the establishment of any completely independent Funds and Accounts but rather is intended solely to constitute an allocation of certain revenues and assets for certain purposes and to establish such certain priorities for application of certain revenues and assets as herein provided. (d) Books and Records. The City will keep separately identifiable accounting records for the Pledged Funds by the use of a fund established in accordance with generally accepted accounting City of Miami Page 20 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 principles, and any Holder of a Bond or Bonds issued pursuant to this Resolution, shall have the right at all reasonable times to inspect all records, accounts and data of the City relating thereto. Such records and accounts shall contain the statements required by generally accepted accounting principles applicable to governmental entities. (e) No Impairment of Contract. The City has full power and authority to irrevocably pledge the Pledged Funds to the payment of the principal of and interest on the Bonds. The pledge of such Pledged Funds, in the manner provided herein, shall not be subject to repeal, modification or impairment by any subsequent resolution, ordinance or other proceedings of the City so long as any Bonds are Outstanding hereunder. The City shall take all actions necessary and pursue such legal remedies which may be available to it either in law or in equity to prevent or cure any impairment by any entity other than the City within the meaning of this subsection. (f) Discharge and Satisfaction of Bonds. The covenants, liens and pledges entered into, created or imposed pursuant to this Resolution may be fully discharged and satisfied with respect to all or a portion of the Bonds in any one or more of the following ways: (1) by paying the principal of and interest on such Bonds when the same shall become due and payable; or (2) by depositing in the applicable subaccount of the Interest Account, the Principal Account and the Bond Redemption Account and/or in such other accounts which are irrevocably pledged to the payment of such series of Bonds as the City may hereafter create and establish by resolution, certain moneys which together with other moneys lawfully available therefor, if any, shall be sufficient at the time of such deposit to pay when due the principal, redemption premium, if any, and interest due and to become due on said series of Bonds on or prior to the redemption date or maturity date thereof; or (3) by depositing in the applicable subaccount of the Interest Account, the Principal Account and the Bond Redemption Account and/or such other accounts which are irrevocably pledged to the payment of such series of Bonds as the City may hereafter create and establish by resolution, moneys which together with other moneys lawfully available therefor, when invested in Government Obligations which shall not be subject to redemption prior to their maturity other than at the option of the holder thereof, will provide moneys which shall be sufficient to pay when due the principal, redemption premium, if any, and interest due and to become due on said Bonds on or prior to the redemption date or maturity date thereof and delivering a verification report of a nationally recognized certified public accountant as to the adequacy of such deposit, together with investment earnings thereon, to pay when due the principal, redemption premium, if any, and interest due or to become due on or prior to the redemption date or maturity date of the applicable series of Bonds. (4) Notwithstanding the foregoing, all references to the discharge and satisfaction of Bonds shall include the discharge and satisfaction of any portion of the Bonds, any maturity or maturities of the Bonds, any portion of a maturity of the Bonds or any combination thereof. Upon such payment or deposit in the amount and manner provided in this Section 3.04 (f), Bonds shall be deemed to be paid and shall no longer be deemed to be Outstanding for the purposes of this Resolution and all liability of the City with respect to said Bonds shall cease, terminate and be completely discharged and extinguished, and the Holders thereof shall be entitled to payment solely out of the moneys or securities so deposited; provided that in the event said Bonds do not mature and are not to be redeemed within the next succeeding sixty (60) days, the City shall have given the Bond Registrar irrevocable instructions to give, as soon as practicable, a notice to the Holders of said Bonds by first-class mail, postage prepaid, stating that the deposit of said moneys or Government Obligations has been made with an appropriate fiduciary institution acting as escrow agent solely for the Holders of said Bonds and other Bonds being defeased, and that said Bonds are deemed to have been paid in accordance with this Section and stating such maturity or redemption date upon which moneys are to be available for the payment of the principal of and redemption premium, if any, and interest on said Bonds. In the event that the principal or redemption price, if applicable, and interest due on the Bonds City of Miami Page 21 of 29 File Id: 11-00441 (Version: 11 Printed On: 5118/2011 File Number: 11-00441 shall be paid by the Provider pursuant to the terms of the Bond Insurance Policy, the assignment and pledge created hereunder and all covenants, agreements and other obligations of the City to the Bondholders shall continue to exist and the Provider shall be subrogated to the rights of such Bondholders. If any portion of the moneys deposited for the payment of the principal of and redemption premium, if any, and interest on any portion of Bonds is not required for such purpose, the City may use the amount of such excess free and clear of any trust, lien, security interest, pledge or assignment securing said Bonds or otherwise existing under this Resolution. (g) Compliance with Tax Requirements. The City covenants and agrees to comply with the requirements applicable to it contained in the Code to the extent necessary to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes. Specifically, without intending to limit in any way the generality of the foregoing, the City covenants and agrees: To pay to the United States of America, at the times required pursuant to Section 148(f) of the Code, any rebate amount ("Rebate Amount") determined pursuant to Section 148(f) of the Code; (1) To maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; (2) To refrain from using proceeds from the Bonds in a manner that would cause the Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and (3) To refrain from taking any action that would cause the Bonds, or any of them, to become arbitrage bonds under Section 148 of the Code. Section 3.05. Events of Default; Remedies. Each of the following events is hereby declared an "event of default," that is to say if: (a) payment of principal of any 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 3.06. Enforcement of Remedies. Upon the happening and continuance of any event of default specified in Section 3.05, then and in every such case the owners of not less than twenty-five percent (25%) of the aggregate principal amount of the 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 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 Bonds Outstanding City of Miami Page 22 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 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 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 Bonds Outstanding may remove the Default Trustee initially appointed and appoint a successor and subsequent successors at any time. If the default for which the Default Trustee was appointed is cured or waived pursuant to this Section 3.06, 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 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 herei 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 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 Bonds, together with any and all costs and expenses of collection and of all proceedings hereunder and under such 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 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, the Reserve Fund and any other moneys available for such purpose) in any manner provided by law, the moneys adjudged or decreed to be payable. Section 3.07. 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 3.08. 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 Bonds Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Default Trustee, to direct the method and place of conducting all remedial proceedings to be taken byth Dfault 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 3.09. 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 unless such Bondholder previously shall have given to the Default Trustee written notice of the event of default on account of which such suit, action or proceeding is to be taken, and unless the holders of not less than twenty-five percent (25%) of the aggregate principal amount of the Bonds Outstanding 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 City of Miami Page 23 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number:: 11-00441 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 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 Bond or Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this Resolution. Section 3.10. Additional Debt. (a) Issuance of Additional Indebtedness. The City will not issue any obligations (other than the Bonds authorized by Section 2.01 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 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 obligation (other than the Bonds authorized by Section 2.01 hereof) secured by or payable from a covenant to budget and appropriate all or a portion of the City 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 3.10(b) 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. If the Bonds authorized by Section 2.01 hereof are issued on separate dates, it is not necessary to comply with the provisions of Section 3.10(b) hereof. (b) Anti -Dilution Test. The City may incur additional debt (other than the Bonds authorized by Section 2.01 hereof) that is payable from all or a portion of the Non -Ad Valorem Revenues only if the total amount of legally available Non -Ad Valorem Revenues for the prior Fiscal Year were (a) 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 Non -Ad Valorem Revenues and not other funds of the City (collectively, "Debt"), including any Debt payable from one or several specific Non -Ad Valorem Revenue sources but only to the extent such Non -Ad Valorem Revenues are legally available to pay debt service on the Bonds, and (b) so long as the Bonds are outstanding and if a Reserve Account Insurance Policy is in effect, at least 1.00 times the obligation of the City to repay any costs then due and owing to the Provider of a Reserve Account Insurance Policy. [END OF ARTICLE III] ARTICLE IV CONCERNING THE BOND REGISTRAR Section 4.01. Appointment and Acceptance of Duties. The Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Resolution by executing and delivering to the City a written acceptance thereof. Section 4.02. Responsibilities of Bond Registrar. The recitals of facts contained herein and in the Bonds shall be taken as the statements of the City and the Bond Registrar assumes no responsibility for the correctness of the same. The Bond Registrar makes no representation as to the City of Miami Page 14 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 validity or sufficiency of this Resolution or of any Bonds issued thereunder or as to the security afforded by this Resolution, and the Bond Registrar shall not incur any liability in respect thereof. The Bond Registrar shall, however, be responsible for its representation contained in its certificate of authentication of the Bonds. The Bond Registrar shall be under no responsibility or duty with respect to the application of any moneys paid by the Bond Registrar in accordance with the provisions of this Resolution to or upon the order of the City. The Bond Registrar shall be under no obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect thereof, or to advance any of its own moneys, unless properly indemnified. The Bond Registrar shall not be liable in connection with the performance of its duties hereunder except for its own negligence, misconduct or default. Section 4.03. Evidence On Which Bond Registrar May Act. (a) The Bond Registrar, upon receipt of any notice, resolution, request, consent, order, certificate, report, opinion, bond, or other paper or document furnished to it pursuant to any provision of this Resolution, shall examine such instrument to determine whether it conforms to the requirements of this Resolution and shall be protected in acting upon any such instrument believed by it to be genuine and to have been signed or presented by the proper party or parties. The Bond Registrar may reasonably consult with counsel, who may or may not be counsel to the City, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under this Resolution in good faith and in accordance therewith. (b) Whenever the Bond Registrar shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action under this Resolution, such matter (unless other evidence in respect thereof be therein specifically prescribed) may be deemed to be conclusively proved and established by a certificate of the City Manager or the Director of Finance, and such certificate shall be full warrant for any action taken or suffered in good faith under the provisions of this Resolution upon the faith thereof; but in its discretion the Bond Registrar may in lieu thereof accept other evidence of such fact or matter or may require such further or additional evidence as it may deem reasonable. (c) Except as otherwise expressly provided in this Resolution, any request, order, notice or other direction required or permitted to be furnished pursuant to any provision hereof by the City to the Bond Registrar shall be sufficiently executed in the name of the City by the City Manager or the Director of Finance. Section 4.04. Compensation. The City may agree with the Bond Registrar to pay to the Bond Registrar from time to time reasonable compensation for all services rendered under this Resolution, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of its attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Resolution. The City may also agree with the Bond Registrar to indemnify the Bond Registrar for any and all of its reasonable fees, costs and expenses resulting from any claim, liability or the like incurred in and about the performance of its powers and duties under this Resolution. Section 4.05. Certain Permitted Acts. The Bond Registrar, individually or otherwise, may become the owner of any Bonds, with the same rights it would have if it were not a fiduciary. To the extent permitted by law, the Bond Registrar may act as depositary for, and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bondholders or to effect or aid in any reorganization growing out of the enforcement of the Bonds or this Resolution, whether or not any such committee shall represent the Holders of a majority in principal amount of the Bonds then Outstanding. Section 4.06. Merger or Consolidation. Any entity into which the Bond Registrar may be merged or converted or with which it may be consolidated or any entity resulting from any merger, conversion or consolidation to which it shall be a party or any entity to which the Bond Registrar may sell or transfer all or substantially all of its business, provided such entity shall be authorized by law to perform all duties imposed upon it by this Resolution, shall be the successor to the Bond Registrar without the execution or filing of any paper or the performance of any further act. Section 4.07. Adoption of Authentication. In case any of the Bonds contemplated to be City of Miami Page 25 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number. 11-00441 issued under this Resolution shall have been authenticated but not delivered, any successor Bond Registrar may adopt the certificate of authentication of any predecessor Bond Registrar so authenticating such Bonds and deliver such Bonds so authenticated; and in case any of the said Bonds shall not have been authenticated, any successor Bond Registrar may authenticate such Bonds in the name of the predecessor Bond Registrar, or in the name of the successor Bond Registrar, and in all such cases such certificate shall be fully effective. Section 4.08. Resignation or Removal of Bond Registrar and Appointment of Successor. The Bond Registrar may at any time resign and be discharged of the duties and obligations created by this Resolution by giving at least 60 days' written notice to the Provider and the City. The Bond Registrar may be removed by the City at any time by an instrument filed with the Bond Registrar and the Provider signed by the City Manager or the Director of Finance. Any successor Bond Registrar shall be appointed by the City and shall be fully qualified to act in such capacity under the laws of the State, be willing and able to accept the office on reasonable and customary terms and be authorized by law to perform all the duties imposed upon it by this Resolution. The City shall notify the Provider of the appointment of any successor Bond Registrar. In the event of the resignation or removal of the Bond Registrar, the Bond Registrar shall pay over, assign and deliver any moneys held by it as Bond Registrar to its successor. Section 4.09. Vacancy. If at any time hereafter the Bond Registrar shall resign, be removed, be dissolved, or otherwise become incapable of acting, by bankruptcy or otherwise, or if the bank, trust company or securities firm acting as Bond Registrar shall be taken over by any governmental official, agency, department or board, the position of Bond Registrar shall thereupon become vacant. If the position of Bond Registrar shall become vacant for any of the foregoing reasons or for any other reasons, the City shall appoint a successor Bond Registrar. If no appointment of a successor Bond Registrar shall be made pursuant to the foregoing provisions of this Section, the Holder of any Bond Outstanding hereunder or any retiring Bond Registrar may apply to any court of competent jurisdiction to appoint a successor Bond Registrar. Such court may thereupon, after such notice, if any, as such court may deem proper and prescribe, appoint a successor Bond Registrar. [END OF ARTICLE IV] ARTICLE V EXECUTION OF INSTRUMENTS BY BONDHOLDERS AND PROOF OF OWNERSHIP OF BONDS Section 5.01. Proof of Execution of Documents and Ownership. (a) Any request, direction, consent or other instrument in writing required by this Resolution to be signed or executed by Bondholders may be in any number of concurrent instruments of similar tenor and may be signed or executed by such Bondholders in person or by their attorneys or legal representatives appointed by an instrument in writing. Proof of the execution of any such instrument and of the ownership of Bonds shall be sufficient for any purpose of this Resolution and shall be conclusive in favor of the Bond Registrar with regard to any action taken by it under such instrument if made in the following manner: (1) The fact and date of the execution by any person of any such instrument may be proved by the verification of any officer in any jurisdiction who, by the laws thereof, has power to take affidavits within such jurisdiction, to the effect that such instrument was subscribed and sworn to before him, or by an affidavit of a witness to such execution. Where such execution is on behalf of a person other than an individual, such verification shall also constitute sufficient approval of the authority of the signor thereof. (2) The ownership of Bonds shall be proved by the registration books required to be maintained pursuant to the provisions of this Resolution. Nothing contained in this Article shall be construed as limiting the Bond Registrar to such proof, it being intended that the Bond Registrar may accept any other evidence of the matters herein stated City of Miami Page 26 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 which it may deem sufficient. (b) If the City shall solicit from the Holders any request, direction, consent or other instrument in writing required or permitted by this Resolution to be signed or executed by the Holders, the City may, at its option, fix in advance a record date for determination of Holders entitled to give each request, direction, consent or other instrument, but the City shall have no obligation to do so. If such a record date is fixed, such request, direction, consent or other instrument may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Bonds have authorized or agreed or consented to such request, direction, consent or other instrument, and for that purpose the Bonds shall be computed as of such record date. (c) Any request or consent of the Holder of any Bond shall bind every future Holder of the same Bond in respect of anything done in pursuance of such request or consent. [END OF ARTICLE V] ARTICLE VI MISCELLANEOUS PROVISIONS Section 6.01. Modification or Amendment. Except as otherwise provided in the third paragraph hereof, no adverse material modification or amendment of this Resolution, or of any resolution amendatory hereof or supplemental hereto, may be made after the issuance of any Bonds without the consent in writing of the Holders of more than fifty per centum (50%) in aggregate principal amount of the Bonds then Outstanding; provided, however, that no modification or amendment shall permit a change in the maturity of such Bonds or a reduction in the rate of interest thereon, or affect the promise of the City to pay the principal of and interest on the Bonds, as the same mature or become due, from the Pledged Funds or the Non -Ad Valorem Revenues as provided in Section 3.04(a) hereof, or reduce the percentage of Holders of Bonds required above for such modification or amendment, without the consent of the Holders of all the Bonds. For the purposes of this Section 6.01, so long as the Bond Insurance Policy is in effect and the Provider has not defaulted in its obligations thereunder, the Provider shall be deemed the sole Holder of the Bonds. This Resolution may be amended, changed, modified and altered without the consent of the Holders of Bonds or the Provider: (a) to cure any ambiguity or formal defect or omission in this Resolution or supplemental resolutions or to correct or supplement any provision contained herein which may be defective or inconsistent with any other provisions contained herein; or (b) to grant to or confer upon the Bondholders any additional rights, remedies, powers, authority or security that may lawfully be granted to or conferred upon the Bondholders; or (c) to add to the conditions, limitations and restrictions on the issuance of Bonds under the provisions of this Resolution, other conditions, limitations and restrictions thereafter to be observed; or (d) to add to the covenants and agreements of the City in this Resolution other covenants and agreements thereafter to be observed by the City or to surrender any right or power herein reserved to or conferred upon the City; or (e) to qualify the Bonds or any of the Bonds for registration under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended; or (f) to qualify this Resolution as an "indenture" under the Trust Indenture Act of 1939, as amended; or (g) to permit Bonds to be issued in book entry form with or without physical bonds; or (h) to make such changes as may be necessary for the Bond Insurance Policy, a Reserve Account Insurance Policy or a Reserve Account Letter of Credit deposited in the Debt Service Reserve Account in connection with the issuance of the Bonds. If at any time the City shall so request the Bond Registrar, the Bond Registrar shall cause a notice of a proposed supplemental resolution requiring the consent of Bondholders to be mailed, City of Miami Page 27 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 postage prepaid, to all Holders of Bonds then Outstanding at their addresses as they appear on the registration books. Such notice shall briefly set forth the nature of the proposed supplemental resolution and shall state that a copy thereof is on file at the designated corporate trust office of the Bond Registrar for inspection by all Bondholders. The Bond Registrar shall not, however, be subject to any liability to any Bondholder by reason of its failure to mail the notice required by this Section, and any such failure shall not affect the validity of such supplemental resolution when consented to or approved as provided in this Section. Whenever, at any time after the date of the mailing of such notice, the City shall have received an instrument or instruments purporting to be executed by the Holders of more than fifty per centum (50%) in aggregate principal amount of the Bonds then Outstanding, which instrument or instruments shall refer to the proposed supplemental resolutions described in such notice and shall specifically consent to and approve the adoption thereof, and the City shall file with the City Clerk a certificate signed by the City Manager that the Holders of such required percentage of Bonds have filed such consents, the City may adopt such supplemental resolution in substantially such form without liability or responsibility to any Holder of any Bond, whether or not such Holder shall have consented thereto. It shall not be necessary for the consent of the Holders to approve the particular form of any proposed supplemental resolution, but it shall be sufficient if such consent shall approve the substance thereof. If the Holders of more than fifty per centum (50%) in aggregate principal amount of the Bonds Outstanding at the time of the execution of such supplemental resolution shall have consented to and approved the adoption thereof as herein provided, no Holder shall have any right to object to the adoption of such supplemental resolution, or to object to any of the terms and provisions therein contained, or the operation thereof, or in any manner to question the propriety of the adoption thereof, or to enjoin or restrain the City from adopting the same or from taking any action pursuant to the provisions thereof. Section 6.02. Severabilitv of Invalid Provisions. 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 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 separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of any of the other provisions of this Resolution or of the Bonds issued hereunder. Section 6.03. Unclaimed Money. Notwithstanding any provisions of this Resolution, any money held by the Bond Registrar for the payment of the principal or redemption price of, or interest on, any Bonds and remaining unclaimed for five (5) years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption), if such money were so held at such date, or five (5) years after the date of deposit of such money if deposited after such date when all of the Bonds became due and payable, shall be repaid to the City free from the provisions of this Resolution, and all liability of the Bond Registrar with respect to such money shall thereupon cease; provided, however, that before the repayment of such money to the City as aforesaid, the City shall first publish at least once in a financial newspaper or journal published and of general circulation in New York, New York, a notice, in such form as may be deemed appropriate by the City with respect to the Bonds so payable and not presented, and with respect to the provisions relating to the repayment to the City of the money held for the payment thereof. Section 6.04. Payments Due on Saturdays, Sundays and Holidays. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be a Saturday, Sunday or a day on which the Bond Registrar is required, or authorized or not prohibited, by law (including executive orders) to close and is closed, then payment of such interest, principal or redemption price, as applicable, need not be paid by the Bond Registrar on such date but may be paid on the next succeeding business day on which the Bond Registrar is open for business with the same force and effect as if paid on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date of maturity. Section 6.05. Controlling Law; Members of Commission Not Liable. The provisions of this City of Miami Page 28 of 29 File Id: 11-00441 (Version: 1) Printed On: 5/18/2011 File Number: 11-00441 Resolution shall be governed by, and interpreted in accordance with, the laws of the State. 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 Commission or the City in his individual capacity, and neither the members of the Commission nor any official executing the Bonds shall be liable personally on the Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution of such Bonds. Section 6.06. Further Authorizations. The City Manager, the City Clerk, the Director of Finance, the City Attorney and such other officers, employees and staff of the City as may be designated by the City Manager are each designated as agents of the City in connection with the issuance and delivery of the 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, that are necessary or desirable in connection with the execution and delivery of the Bonds, the refunding of the Refunded Loans, the refinancing of the Note and such other actions which are not inconsistent with the terms and provisions of this Resolution. Section 6.07. Headings for Convenience Only. Any headings preceding the texts of the several articles and sections hereof shall be solely for convenience of reference and shall not constitute a part of this Resolution, nor shall they affect its meaning, construction or effect. Section 6.08. Time of Taking Effect. This Resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED this day of May, 2011 APPROVED AS TO FORM AND CORRECTNESS: JULIE O. BRU CITY ATTORNEY City of Miami Page 29 of 29 File Id: 11-00441 (Version: 11 Printed On: 5/18/2011