HomeMy WebLinkAboutPre ResolutionsCity of Miami
Legislation
Resolution: R-03-1105
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 03-0145 Final Action Date:10/9/2003
.A RESOLUTION OF THE MIAMI CITY COMMISSION WITH ATTACHMENT(S),
AUTHORIZING THE ,CITY MANAGER TO EXECUTE A MEMORANDUM OF
UNDERSTANDING, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY,
SUBJECT TO THE CITY MANAGER'S APPROVAL, WITH THE CITY OF MIAMI
RETIRED POLICE OFFICERS COMMUNITY BENEVOLENT ASSOCIATION,
INC. FOR ITS DONATION OF FUNDS TOWARDS THE RESTORATION OF A
BUILDING KNOWN AS THE COURT HOUSE AND PRECINCT LOCATED AT
THE CORNER OF NORTHWEST 11TH STREET AND NORTHWEST 5TH
AVENUE, MIAMI, FLORIDA; FURTHER DIRECTING THE CITY MANAGER TO
TAKE THE STEPS NECESSARY TO ESTABLISH A SPECIAL REVENUE FUND
FOR THE APPROPRIATION OF FUNDS RECEIVED FOR THE RESTORATION
AND MAINTENANCE OF THE BUILDING AND MUSEM.
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF
MIAMI, FLORIDA:
WHEREAS, in 1944, the City of Miami established, under the "separate but equal" era, the
nation's first Negro Police Precinct which was quartered in the dental offices of Dr. I.P. Davis; and
WHEREAS, then in 1950, the City of Miami constructed a building located on the corner of
Northwest 11th Street and Northwest 5th Avenue, Miami, Florida, which became the nation's first
Negro Municipal Courthouse and Police Precinct Station ("Courthouse and Precinct"), which
employed its own clerk and bailiff; and
WHEREAS, it was at this Courthouse and Precinct that legendary Judge Lawson E.
Thomas, the first Black judge in the South since the Reconstruction period presided; and
WHEREAS, following Judge Thomas' first appointment, this Courthouse and Precinct was
historically presided over by Judges John D. Johnson, Henry Arrington, Harold Braynan, and
Donald Wheeler Jones; and
WHEREAS, pursuant to Resolution No. 31652, effective February 3, 1960, the City directed
the transfer of the Municipal Court and its jail and stockade operations to Miami -Dade County,
which, in 1964, caused this particular municipal court to be abolished; and
WHEREAS, for over forty years, this City -owned facility, located near the Jefferson Reeves
Health Clinic, the Athalie Range Mini -Park, Booker T. Washington High School and
City of Miami Page 1 of 3 File Id: 03-0145 (Version: 2) Printed On: 9/24/2010
City of Miami
Legislation
Resolution: R-03-1150
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 03-0259 Final Action Date:11/13/2003
A RESOLUTION OF THE MIAMI CITY COMMISSION, WITH ATTACHMENT(S),
AUTHORIZING THE CITY MANAGER TO EXECUTE RESTRICTIVE COVENANTS,
IN SUBSTANTIALLY THE ATTACHED FORM, WITH THE CITY OF MIAMI
RETIRED POLICE OFFICERS COMMUNITY BENEVOLENT ASSOCIATION, INC.,
WHICH COVENANTS BEING A REQUIREMENT OF THE HISTORIC
PRESERVATION GRANT AWARD AGREEMENT, IN THE AMOUNT OF $300,000,
RECEIVED FROM THE STATE OF FLORIDA, DEPARTMENT OF STATE,
DIVISION OF HISTORICAL RESOURCES; TO COVER CONSTRUCTION COSTS
FOR THE RESTORATION AND PRESERVATION OF CERTAIN CITY -OWNED
PROPERTY AS A HISTORICAL MUSEUM, LOCATED AT 1009 NORTHWEST 5TH
AVENUE, MIAMI, FLORIDA, UPON THE ENCUMBERANCE OF THE PROPERTY
FOR A TEN-YEAR PERIOD, AND UNDER THE TERMS AND CONDITIONS
CONTAINED IN THE RESTRICTIVE COVENANTS.
WHEREAS, the City of Miami ("City") is the owner of real property and improvements located at
1009 Northwest 5th Avenue, Miami, Florida, also known as the Negro Police Precinct
("Property"), and desires to restore the Property as a police museum documenting the historical use of
the site; and
WHEREAS, the City of Miami Retired Police Officers Community Benevolent Association, Inc.
(COMRPOCBA), a not -for -profit corporation, was awarded a Historical Preservation Grant ("Grant"), in
the amount of $300,000, from the State of Florida, Department of State, Division of Historical
Resources ("State"), to be used for construction costs in the restoration of the Property as a historical
courthouse and police museum; and
WHEREAS, the terms of the Grant require the recipient and the Property owner to execute
Restrictive -Covenants -in-substantially-the attached form, to ensure that the funds will be expended for -
the purpose of preserving the historic qualities oftlie Property or contribute to the historical Character—
of the district in which the Property is located; and
WHEREAS, to assist COMRPOCBA to meet the conditions contained in Resolution
No. 03-1105, adopted October 9, 2003, the City must execute the Restrictive Covenants so that
COMRPOCBA may receive the grant funds; and
WHEREAS, the City agrees to make and declare the Restrictive Covenants to preserve the use
of the grant funds;
NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
City of Miami Page 1 of 2 File Id: 03-0259 (Version: 1) Printed On: 9/24/2010
File Number: 03-0259 Enactment Number: R-03-1150
Section 1. The recitals and findings contained in the Preamble to this Resolution are adopted
by reference and incorporated as if fully set forth in this Section.
Section 2. The City Manager is authorized{1} to execute the Restrictive Covenants, in
substantially the attached form, with COMRPOCBA, Inc. which Covenants being a requirement of the
Historidc Preservation Grant Award Agreement, in the amount of $300,000, received from the State of
Florida, Department of State, Division of Historical Resources, to cover construction costs for the
restoration and preservation of certain City -owned property as a historical museum, located at 1009
Northwest 5th Avenue, Miami, FLorida, upon the encumberance of the property for a ten-year period,
and under the terms and conditions contained in the Restrictive Covenants.
Section 3. This Resolution shall become effective immediately upon its adoption and signature
of the Mayor.{2}
Footnotes:
{1 } The herein authorization is further subject to compliance with all requirements that may be imposed
by the City Attorney, including but not limited to to those prescribed by applicable City Charter and
Code provisions.
{2} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become
effective immediately upon override by the City Commission.
City of Miami Page 2 of 2 File Id: 03-0259 /Version: 1) Printed On: 9/24/2010
P
01-3136-081-0010
1009 NW 5 Avenuo
Miami, Florida
48o Ntw)) f 8f,
RESTRICTIVE COVENANTS
11111III11i111IIlI11(I18111IIIII1l111I1111
CFM 2CI04R43r3.4.9755
DR Bk 21992 Pss 0393 - 397;.(5vss)
RECORDED 01/22/2004 14:52:5E
HARVEY RUVIN. CLERK OF COURT
MIAMI-DADE COUNTY, FLORIDA
T ECOVENANTS are entered into this ,> day of a�edfa,, e , 20013,by
/' is ,,, R. , hereinafter referred to as the Owner, and City of Miami
Re red Police Officers Community Benevolent Association, Inc. hereinafter referred to as the
Grant Recipient, and shall be effective for a period of ten years from the date of recordation by
the Clerk of the Circuit Court of Miami -Dade County, Florida.
WHEREAS, the Owner is the fee simple titleholder of the Property located at 1009
Northwest 5th Avenue, Miami, Miami -Dade County, Florida, as described in Exhibit A,
attached to and made a part hereof and
WHEREAS, the Grant Recipient is to receive State Historic Preservation Grant assistance
funds administered by the State of Florida, Department of State, Division of Historical
Resources, R.A. Gray Building, 500 South Bronough Street, Tallahassee, Florida 32399-0250,
hereinafter referred to as the Department, in the amount of 5300,000.00, to be used for the
restoration and preservation of the property of the Owner as described in Exhibit A, and
WHEREAS, said State funds have been or will be expended for the purpose of preserving
the historic qualities of the property or contributing to the historic character of the district in
which the property is located,
Now THEREFORE; as art of the consideration for the State grant, -the- Owner -and the
p
Grant Recipient hereby make and declare the following restrictive covenants which shall run
with the title to said Property and be binding on the Owner and its successors in interest, if any,
for a period stated in the preamble above:
1. The Owner and the Grant Recipient agree to maintain the property in accordance with
good preservation practices and the Secretary of the Interior's Standards for Rehabilitation.
2. The Owner and the Grant Recipient agree that no modifications will be made to the
Property, other than routine repairs and maintenance, without advance review and approval of the
plans and specifications by the Department's Bureau of Historic Preservation.
3. The Owner and the Grant Recipient agree that every effort will be made to design any
modifications to the Property in a manner consistent with the Secretary of the interior's Standards
for Rehabilitation.
Book21992/Page393 Page 1 of 5
4. The Owner and the Grant Recipient agree that the Department, its agents and its
designees shall have the right to inspect the Property at all reasonable times in order to ascertain
whether the conditions of the Grant Award Agreement and these covenants are being observed.
5. The Owner and the Grant Recipient agree that these restrictions shall encumber the
property for a period of ten years from the date of recordation, and that if the restrictions are
violated within the ten year period, the Department shall be entitled to liquidated damages
pursuant to the following schedule:
a. If the violation occurs within the first five years of the effective date of these
covenants, the Department shall be entitled to return of the entire grant amount.
b.. If the violation occurs after the first five years, the Department shall be entitled to
return of the entire grant amount, less 10% for each year past the first five. For instance, if the
violation occurs after the sixth anniversary of the effective date of these covenants, but prior to
the seventh anniversary, the Department shall be entitled to retum of 80% of the original grant
amount.
6. The Owner agrees to file these covenants with the Clerk of the Circuit Court of Miami -
Dade County, Florida, and shall pay any and all expenses associated with their filing and
recording.
7. The Owner and Grant Recipient agree that the Department shall incur no tax liability as a
result of these restrictive covenants.
Book21992/Page394 Page 2 of 5
•
IN WITNESS WHEREOF, the Owner and Grant Recipient have read these Restrictive
Covenants for Grant Agreement No. SC449 and have hereto affixed their signatures.
ATTEST:
By:
riscilla A. -Thompson, City Clerk
APPROVEDAS-TO-FORM AND
CORRECTIJESS :. .'
Al-'. dro ilarello, City
City Attorney
Pf
STATE OF FLORIDA )
COUNTY OF MIAMI-DADE )
I, a municipal
"City"
CITY OF MIA
corporation
ola, City Manager
American Drive
Florida 33133
I certify that on this date before me, an officer duly authorized in the state and county named
abov wledgemenjs, that Joe Arriola, City Manager of the City of Miami,
personally appeared d known to me be or proved to my satisfaction that he/she is the
person described in and who executed the foregoing instrument.
Type of identification produced
Executed and sealed by me at Miami, Florida on
�U. ^ °PAM/NOTARY SEAL
Bl,, EMMA M SARDWA
Ct
>o- COMMISSIOVNUMSER
'6 A" 00083329
MY °JMMUSSION EXPIRES
Of RO insi ,.
Book21992/Page395
Page 3 of 5
tttla
Witnesature GRANT RECIPIENT
Goa Mil 7/L
Witness Name Typed/Printed Grant Recipient's Address
Mt -
Witness Signature ty State Zip
� � t \ s \\ , M AR,S4kc
Witness Name TypediPrinted
The State of,E12rld4.
County of ME
I certify that on this date before me, an officer du authorizkdin the state and county named
above to take acknowledgments, thatS `c> personally
appeared as fo6
(Officer)
(Name)
ZE
of Corporation/Partnership) COVAIAMA
known to me to be or who proved to my satisfaction that 1 eishe is the person described in and
who executed the foregoing instrument.
Type of Identification Produced
Executed and sealed by me at --��; Florida on 1 l 15 , 2003.
or
ticcat0383 a
.;!%Ss • 0# The State of trM
[SEAL]
My commission expires: 1,1 141 aii_
This instrument was repared under the supervision of Frank R. Stockton, Attorney Florida Department
of State Division of Historical Resources, R.A. Gray Building, 500 South Bronough Street, Tallahassee,
Florida'32399-0250.
4
Book21992/Page396 Page 4 of 5
EXHIBIT "A"
L. EL A L 17 >` 5 ' e.l P T l tJ ,sig o J1A) 11 S'}
Lots 19 thru 30 of "A.T. Carters Re -Subdivision of the
West half of Block 13 N", according to the Plat thereof,
as recorded in Plat Book B, Page 167 of the Public
Records of _Dade County, Florida ; less the East 15
feet of lots 19 thru 24, and less that portion of lot
24 contained in the external area of a circular curve,
concave to the Southwest, having a radius of 25 feet
and tangents which are 25. feet south of and parallel
with the centerline of N.W. 11 Street and 25 feet West
of and parallel with the centerline of N.W. 4 Court;
and less that portion of Lot 25 contained in the external
area of a circular curve, concave to the Southeast
having a radius of 25 feet and tangents which are 25
feet South of and parallel with the centerline of N.M.
11 Street and 25 feet East of and parallel with the
centerline of N.W. 5 Avenue, containing 21,481.8 sq.ft.
more or less (0.49 acres).
[JPELT ( I..'' esS: 10001 I.l..,). S L ACE
t-11A F , F--L.
Amp w ru ROOD eOleMrrCi rMTe .... DATED 0a e, Tea w�TIM eY AT C4•wiwM Dr woayry
Aw. OfKUWww.R. Deu.a..te3 ,•l raRrw DIU10.0eD LAlm to D/ /Owlet) wnt w. SOW
ej e►FlSe�eeaer Re�lbv s.: n•
WE HEREBY CERTIFY T ei v.. nowNe BOUNDARY SURVEY d Ow Rome ooecnoea 'O'cibMt. aw
aaa sins base COrocam .rw cones le IrM op, of
uloea•Epe Y M/ae/'a0 /yyJor W. �+eaT+On, aie0 fr1e1 rem re ro eDD.f Craws,: enp oecnen.nn_,rrcy _.
ere i.'a+a'MOWS 'O.r'rwarei ion bawGr erard .a br/r bj'Va FLORIDA'BOAAD of LFWU SuFIVEYD»L6, Pulver , Sea.on
-.-a t= FG-S:s:v:.: ar.S-G•+ra-Y/iw::6-61 Fiww :.a�...ao+®..-Cosi 'iwanrv:v+ i4v.-a mrea D, MW sa now , sir m+eo Iv
dosomww maraca a'p'.e. a eery. .Ne0.10 'ti Vapwty LOc$,vn and bentN.calw, ef LBW,*
Vapory Ronk not IOcanaa as evaMOra,an , was rot mar t ra.a.e[f......r........e.......,. ..�....Ronkcn arrp+pr abarnry 0 Inr •
CERT/FIED TO,
PROFESS' LANDS VEYOp 0 s'Ts
SIATE OF ROPEY, Jaw J Ream��`_
DATE IZ' Cl
J. BONFILL AND ASSOCIATES INC.
REGISTERED LAND SURVEYOR STATE OF FLOR'DA
0a90 SR era Stew Yisel, FIw.ea 331e413031t6i- D? TS
Book21992/Page397
1. For
OrCer No ....___g9
Page 5 of 5
Historic Preservation Grant Award Agreement
Special Category Grants
Grant No. SC449
This AGREEMENT is between the State of Florida. Department of State, Division of Historical Resources,
hereinafter referred to as the Department. and the City of Miami Retired Police Officers Community Benevolent
Association. Inc.. a Florida not -for -profit corporation. hereinafter referred to as the Grantee. relative to the Historic
Black Police Precinct and Courthouse. hereinafter referred to as the Project. and is entered into this day of
1411atvnlH r , 20 .
The Department is responsible for the administration of grant-in-aid assistance for historic preservation purposes
under the provisions of Section 267.0617. Florida Statutes. The Grantee has applied for grant-in-aid assistance for
the Project. The application, incorporated by reference, has been reviewed and approved in accordance with Chapter
1 A-33, Florida Administrative Code, which regulates Historic Preservation Grants -in -Aid. Subject to the limitations
set forth in this Agreement, grant-in-aid funds in the amount of S300,000.00 (three hundred thousand dollars)
have been reserved for the Project by the Department. The Department and the Grantee agree as follows:
1. Scope of Work
The Project shall include the following authorized project work:
Rehabilitation of the building for use as classrooms and public meeting space to include:
a. Selective demolition;
b. Reroofing;
c. Restoration/replacement of windows and doors:
d. Renewal of finishes; and
e. Related architectural and engineering services.
2. Grant Period
The grant period is effective on the date of the final signing of the Grant Award Agreement by ali parties and
ends on June 30. 2005. All grant funds must be expended or be encumbered under ihe tears of a binding
contractual agreement by the Agreement ending date.
3, Disbursement of Funds
a. Grant funds may be paid in four installments. Grantees shall submit the four signed Requests for Advanced
Payment forms with this signed Grant .Award Agreement to initiate the grant. The first installment may be
requested by the Deparrrnent upon full execution ofthe Grant Award Agreement. and for those projects
requiring Restrictive Covenants, submission of a complete copy of the Restrictive Covenants showing that it
has been recorded by the appropriate Clerk olthe Circuit Court. The second pa .orient may: be requested
after the beginning of the second state fiscal quarter. The third payment may be requested after the
begiruune of the third state fiscal quarter and receipt attic project progress and expenditure report for the
Project's�first reporting period. The final payment of grant funds may be requested when the Grantee
demonstrates that the funds have been encumbered under the terms of binding contractual agreement or
aureements, review and approval of project plans and specifications by the Depe-muent. and confirmation of
the Grantee's local cost share. However, this payment schedule shall be subject to the timely filing of
required reports and to any special conditions required by the Office of the Comptroller of the State of
Florida.
b. The Grantee shall temporarily invest surplus grant funds in an interest bearing aittaunt, and interest gamed
on such investments shali be returned to the Department quarterly.
d. • Accounting Requirements
The Grantee shall maintain an accounting system which provides for a complete record of the use of all grant
funds. This accounting system shall provide for:
a. Accurate, current, and complete disclosure of the status of all grant funds.
b. Records that identify adequately the application of funds for all activities related to the grant. In the
absence of a proper accounting system with amounts detailing the application of funds. a separate checking
account, containing only grant funds or specifically designated for grant funds, may be used.
c. Effective control over and accountability for all funds, property, and other assets.
d. Accounting records that are supported by source documentation (i.e., invoices. bills, cancelled checks) and
are sufficiently detailed to allow for a proper preaudit and postaudit.
5. Retention of Accounting Records
a. • Financial records, supporting documents, statistical records, and all other records including electronic
storage media pertinent to the Project shall be retained for a period of five years after the end of the grant
period. If any litigation or audit is initiated, or claim made, before the expiration of the five year period, the
records shall be retained until the litigation, audit, or claim has been resolved.
b. The Grantee shall make all grant records of expenditures, copies of reports,books, and related
documentation including electronic storage media available to the Department or a duty authorized
representative of the State of Florida for inspection at a reasonable time for the purpose of conducting
audits, examinations. excerpts and transcripts.
6. Expenditures
a. All expenditures musi be directly related to the purpose of this grant and must be easily identified as such.
Project costs may not include any expenditure or cost not directly related to the purpose of this grant as set
forth in the scope of work.
No expenditures shalt be made from these grant funds for any costs incurred prior to the date of this .
Agreement unless authorized b.. the Department in «Titans prior to the expenditure.
d. These grant funds will not be used for lobbying the Legislature, the judicial brar..h or an; state agency.
e. The Department shall not be liable to pay attorney fees. interest, late charges and service fees, or cost of
collection related to the Grant.
The Grantee shall not charge the Department for any travel expense without the Department's prior written
approval. Uponobtairun2 writtenapproval, _the . Grantee-shall.beauthorized-to incur travel -expenses to be---
reimbuused_in.acc.ordance.—with-the -provisions -o€-Section I 2v06i1,-Florida-Starute,
Restrictive Covenants
With the exception of those properties owned by the State of Florida or the United States Federal Government,
as a condition for receivins grant funds. the Grantee shall have fully executed and duly recorded in the county in
which the property is Located. the enclosed Restrictive Covenants agreeing to the continued maintenance, repair
and administration of the property receiving grant assistance in a manner satisfactory to the Department for a
period of ten years from the date of recordation by the appropriate Clerk of the Circuit Court.
8. Standards
The Grantee shall carry out all project work in compliance with the Secretary of the Interior's Standards for
Rehabilitation or the Secretary of the Interior's Standards for Archaeological Documentation. which are
incorporated by reference.
9. ' Review
Pursuant to Section 267.06It ,}(i). Florida Statutes, the Grantee shall provide the Department an opportunity to
review and approve architectural documents for the project at the following points in their development:
a. upon completion of schematic design:
b. upon completion of design development and outline specifications; and
c. upon completion of working drawings and specifications, prior to execution of the construction contract.
10. Procurement Documentation
The Grantee shall submit complete bid documents and a copy of the final contract for construction work to the
Department for review and approval prior to final execution by the Grantee.
11. Progress and Expenditure Reports
The Grantee shall submit to the Department a completed "Progress and Expenditure Report" form for every
reporting period of the grant period. Progress and Expenditure Reports shall be received by the Department
within 30 days of the ending of a reporting period:
Within 30 days of completion of project work. the Grantee shall submit the completed "Final Progress and
Expenditure Report" form to the Department.
12. Notices. Schedules and Sponsorships
All publications, media productions. and exhibit graphics shall include the following statement in the same size,
type style, and location as the organization name:
"Sponsored in part by the State of Florida. Department of State, Division of Historical Resources, assisted by
the Florida Historical Commission."
All projects shall display a project identification sign in a prominent location at the Project site while work is in
progress. The sign must be a minimum of eight square feet in area, be constructed of plywood or other durable
material, and shall contain Me following acknowledgment of grant assistance:
"This project has been financed in part 4'1dr historic preservation grant assistance provided by the State of
Florida, Florida Department of State. Division of Historical Resources, assisted by the Florida Historical
Commission, "
Any variation in the above specifications must receive prior approval by the Deparr::ent. The cost of
preparation and erection of the pro.iect identification sign are allowable project costs. Routine maintenance
costs of project signs are not allowable project costs.
13: Liability
a Tare Department shall nc assu-re a.nyIiab.ilirvlor the_acts. omissions to-act.o■ r-sligeace-of-the-Grantee;-its—
agents. servants or empio:. ees: nor shall the Grantee exclude liability for its own acts. omissions to act or
negligence to the Deparment. The Grantee hereby agrees to be responsible for any injury or property
damage resulting from a :_: activities conducted by the Grantee, its agents, servants or employees.
b. The Grantee, other than a grantee which is the State or agency or subdivision of the State, agrees to
indemnify, and hold the Departrnent harmless from and against any and all claims or demands for damages
resulting from personal in fury. including death or damage to property, arising out of any activities under this
Agreement and shall investigate all claims at its own expense.
c. The Grantee shall be res_ onsibie for all work perforated and all expenses incurred in connection with the
project. The Grantee may subcontract as necessary to perform the services set forth in this Agreement,
including entering into subcontracts with vendors for services and commodities, provided that it is under-
stood by the Grantee that the Department shall not be liable to the subcontractor for any expenses or
liabilities incurred under the subcontract and that the Grantee shall be solely liable to the subcontractor for
all expenses and liabilities incurred under the subcontract.
3
14. • Non -Discrimination
The Grantee will not discriminate against any employee employed in the performance of this Agreement, or
against any applicant for employment because of race, religion, color, handicap, national origin, age, gender or
marital status. The Grantee shall insert a similar provision in all subcontracts for services by this Agreement
15. Public Access
The Department shall unilaterally cancel this Agreement in the event that the Grantee refuses to allow public
access to all documents or other materials subject to the provisions of Chapter 119, Florida Statutes, and made
or received by the Grantee in conjunction with the Agreement.
16. Termination of Agreement
The Department shall have the authority to cancel this Agreement because of failure of the Grantee to fulfill its
obligations under this Agreement or any other past or present grant award agreement with this Division or any
other Division within the Department of State. Satisfaction of obligations by the Grantee shall be determined by
the Department.. The Department shall provide the Grantee a written notice of default letter. The Grantee shall
have 15 calendar days to cure the default, unless it is determined by the Department that the default is of a
nature that cannot be cured. If the default is not cured by the Grantee within the stated period, the Department
shall terminate this Agreement. Notice shall be sufficient if it is delivered to the party personally or mailed to its
specified address, In the event of termination of this Agreement, the Grantee will be compensated for any work
completed in accordance with this Agreement prior to notification of tennination.
If the Grantee violates any of the provisions of this Agreement, the Department shall have the right to demand
the return of moneys delivered and withhold subsequent payments due under this or other grants. If notice of
termination is given, the Department shall not be liable for services rendered, expenses incurred or goods
delivered after receipt of the notification of termination.
17. Availability of Funds
The Department's performance and obligation to pay under this Agreement is contingent upon an annual
appropriation by the Legislature. In the event that the state funds on which this Agreement is dependent are
withdrawn. this Agreement is terminated and the Department has no further liability to the Grantee beyond that
already incurred by the termination date. In the event of a state revenue shortfall, the total gram shall be reduced
in proportion to the revenue shortfall.
18. Audit
a: Each grantee, other than a grantee which is a State agency, shall submit to an audit or submit an attestation
statement pursuant to Section 216.2419, Florida Statutes.
b. All audits or attestations as described above shall be submitted within six months of the close of the
Grantee's fiscal year, or within six months of the ending of the Grant Period. All audits or attestations must
---covereach of -the Grar•,uee's°ftscal grars'forR-hich' granrfunds were received or expended -under 'this - Agreement.
19. Local Cost Share
The Grantee shalt expend S280.000.00 (two hundred eighty thousand dollars) in Local Cost Share funds for
the Project. The Grantee shall substantially justify to the Department all expenditures related to the Local Cost
Share. Arty portion of the Local Cost Share not substantially justified will be reduced from :he total amount of
the grant.
4
20. Independent Capacity of Grantee
a. The Grantee. if not a State agency. agrees that its officers, agents and employees, in performance of this
Agreement shall act in the capacity of an independent contractor and not as an officer, agent or employee of
the State of Florida. The Grantee, if not a State agency, is not entitled to accrue any benefits and any other
rights or privileges connected with employment in the State Career Service. The Grantee agrees to take
such steps as may be necessary to ensure that each subcontractor of the Grantee will be deemed to be an
independent contractor and will not be considered or permitted to be an officer. agent or employee of the
State.
Grant funds cannot be used to pay for the services of a State employee for time for which the employee is
being paid by the State.
21. Conflict of Interest
The grantee shall comply with the laws of the State of Florida governing conflict of interest and standards
of ethical conduct, including Chapter 112, Part III, Florida Statutes. In addition, no grantee official,
employee, or consultant who is authorized in his or her official capacity to negotiate, make, accept, approve,
or take part in decisions regarding a contract, subcontract, or other agreement in connection with a grant
assisted project shall take part in any decision relating to such contract, subcontract or other agreement in
which he or she has anv financial or other interest, or in which his or her spouse, minor child, or partner, of
anv organization in which he or she is serving as an officer, director, trustee, partner, or employee of which
he or she has or is negotiating any arrangement concerning employment has such interest.
22. Governing Law
a. This Agreement is executed and entered into in the State of Florida, and shall be construed, performed, and
enforced in all respects in accordance with the laws and rules of the State of Florida. Each party shall
perform its obligations hereunder in accordance with the terms and conditions of this Agreement.
b. if any term or provision of this agreement is found to be illegal and unenforceable, the remainder of this
.Agreement shall remain in full force and effect and such term or provision shall be deemed stricken.
23. Preservation of Remedies
No delay or omission to exercise any right, power or remedy accruing to either parr upon breach or default by
either parry under this Agreement. shall impair any such right, power or remedy of e::her parer. nor shall such
delay or omission be construed as a waiver of any such breach or default, or any similar breach or default.
24. ion -.-Assignment
The Grantee shall not assign. sublicense or otherwise transfer it rights, duties or obirations under this
Agreement without prior wnnen consent of the Department which consent shall not `e unreasonably withheld.
The Agreement transferee must also demonstrate compliance with Chapter 1A-35. F:orida Administrative Code.
If the Department approves a transfer of the Grantee's obligations, the Grantee remains responsible for all work
—.:--perfonned andall-expenses-i eurred-in-connection-with-the Agreement —In the evert-theLegislature-transfers the rights, —duties and -obligations ofthe Deparmmeni to another goverrunent entity pursuant to Section 20.06,
Florida Statutes. or otherwise, the rights, duties and obligations under this Agreeme ::.shall also be transferred to
the successor government en::rl as if it were an original party to the Agreement.
25, Binding of Successors
This Agreement shall bind the successors. assigns and legal representatives of the Grantee and of any legal
entity that succeeds to the obligations of the Department.
5
26. ' Notification
Unless there is a change of address, any notice required by this Agreement shall be delivered to the Bureau of
Historic Preservation, Division of Historical Resources, Florida Department of State. R. A. Gray Building, 500
South Bronough Street, Tallahassee, Florida 32399-0250 for the Department, and to City of Miami Retired
Police Officers Communirv•Benevolent Association, Inc, 6102 Northwest 7th Avenue, Miami, FL, 33127,
for the Grantee. Unless the Grantee has notified the Department in writing by rerun receipt mail of any change
of address. all notices shall be deemed delivered if sent to the above address.
27. Sovereign Immunity
Neither the State nor any agency or subdivision oEthe State waives any defense of sovereign immunity, or
increases the limits of its liability, upon entering into this contractual relationship,
28. Strict Compliance with Laws
The Grantee agrees that all acts to be performed by it in connection with this Agreement shall be performed in
strict conformity with all applicable laws and regulations of the State of Florida.
29. Copyright and Royalties
When publications, films, or similar materials are developed, directly or indirectly, from a program, project or
activity supported by grant funds, any copyright resulting therefrom shall be held by the Florida Department of
State. Division of Historical Resources. The author may arrange for copyright of such materials only after
approval from the Department_ Any copyright arranged for by the author shall include acknowledgment of
erant assistance. As a condition of grant assistance, the grantee agrees to, and awards to the Department and, if
applicable. to the Federal Government, and to its officers, agents, and employees acting within the scope of
their official duties, a royalty -free, nonexclusive, and irrevocable license throughout the world for official
purposes, to publish, translate, reproduce, and use all subject data or copyriehtable material based on such data
covered by the copyright.
30. • Entire Agreement
This.instrument embodies the whole Agreement of the parties. There are no provisions, terns, conditions, or
obligations other than those contained herein: and this Agreement shall supersede all previous communications.
representations or agreements. either verbal or written, between the parties. No amendment or extension of this
Agreement shall be effective unless in writing and properly executed by the parties.
6
All written approvals referenced in this Agreement must be obtained from the parties' grant administrators or their
designees. The Department and the Grantee have read this Agreement and have affixed their signatures:
DEPARTMENT OF STATE
JANET SNYDER MATTHEWS, Ph.D.
Director, Division of Historical Resources
CITY OF MIAMI RETIRED POLICE OFFICERS COMMUNITY BENEVOLENT ASSOCIATION, LNC.
ow
Signature of Authorized Official
0A2
'( .5 IA 4
Tyi.ed Name and Title of Authorized Official
7
ADDENDUM TO-GFL NT AWARD AGREEMENT NUMBER SC449
AUDIT REQUIREMENTS
The administration of resources awarded by the Department of State to the Grantee may be subject to audits
and/or monitoring by the Department of State as described in this Addendum to the Grant Award
Agreement.
MIONITORL`1G
In addition to reviews of audits conducted in accordance with OMB Circular A-133 and Section 215.97,
F.S., as revised, monitoring procedures may include, but not be limited to, on -site visits by Department of
State staff, limited scope audits as defined by OMB Circular A-133, as revised, and/or other procedures.
By entering into this agreement, the .recipient agrees to comply and cooperate with any monitoring
procedures/processes deemed appropriate by the Department of State. In the event the Department of State
determines that a limited scope audit of -the recipient is appropriate, the recipient agrees to comply with any
additional instructions provided by the Department of State staff to the recipient regarding such audit. The
recipient further agrees to comply and cooperate with any inspections, reviews, investigations, or audits
deemed necessary by the Comptroller or Auditor General.
AUDITS
PART I: FEDERALLY FUNDED
This part is applicable if the recipient is a State or local government or a non-profit organization as defined
in OMB Circular A-133, as revised.
In the event that the recipient expends 5300,000 or more in Federal awards in its fiscal year, the recipient
must have a single or program -specific audit conducted in accordance with the provisions of OMB Circular
A-I33, as revised.. EXHIBIT 1 to this agreement indicates Federal resources awarded through the
Department of State by this agreement. In determining the Federal awards expended in its fiscal year, the
recipient shall consider all sources of Federal awards, including Federal resources received from the
Department of State, The determination of amounts of Federal awards expended should be in accordance
with the guidelines established by OMB Circular A-133, as revised. An audit of the recipient conducted by
the Auditor General in accordance with the provisions OMB Circular A-133, as revised, will meet the
requirements of this pan.
2. In connection with the audit requirements addressed in Pan I, paragraph 1., the recipient shall fulfill the
requirements relative to auditee responsibilities as provided in Subpart C of OMB Circular A-133, as
revised.
If the recipient expends less than 5300,000 in Federal awards in its fiscal year, an audit conducted in
accordance with the provisions of OMB Circular A-133, as revised, is not required. In the event that the
recipient expends less than 5300,000 in Federal awards in its fiscal year and elects to have an audit
conducted in accordance with the provisions of OMB Circular A-133, as revised, the cost of the audit must
be paid from non -Federal resources (i.e., the cost of such an audit must be paid from recipient resources
obtained from other than Federal entities).
1
4. The Internet web addresses listed below will assist recipients in locating documents referenced in the text
of this agreement and the interpretation of compliance issues.
State of Florida Department of Banking and Finance (Comptroller)
lattp://www.dbistate.fl.us/
Federal Office of Management and Budget Circulars Index
http://www.whitehouse.stov/ONEB/zrants/index.html#circulars
Governor's Office Initiatives, Florida Single Audit Act
hrtp://www.mvflorida.com/mvflorida/oovernmeut/eovernorinitiam-es: fsaa/
State of Florida Legislature (Statutes, Legislation relating to the Florida Single Audit Act)
hrtn://www.leg.state.fLus/
PART II: STATE FUNDED
This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida Statutes.
In the event that the recipient expends a total amount of state financial assistance equal to or in excess of
5300,000 in any fiscal year of such recipient, the recipient must have a State single or project -specific audit
for such fiscal year in accordance with Section 215.97, Florida Statutes; applicable rules of the Executive
Office of the Governor and the Comptroller; and Chapters 10.550 (local governmental entities) or 10.650
(nonprofit and for -profit organizations), Rules of the Auditor General, EXHIBIT 1 to this agreement
indicates state financial assistance awarded through the Department of State by this agreement. In
determining the state financial assistance expended in its fiscal year, the recipient shall consider all sources
of state financial assistance, including state financial assistance received from the Department of State,
other state agencies, and other nonstate entities. State financial assistance does not include Federal direct
or pass -through awards and- resources received by a nonstate entity for Federal program matching
requirements. .
2. In connection with the audit requirements addressed in Part II, paragraph 1. the recipient shall ensure that
the audit complies with the requirements of Section 215.97(7), Florida Statutes. This includes submission
of a financial reporting package as defined by Section 215.97(2)(d), Florida Statutes, and Chapters 10.550
(local governmental entities) or 10.650 (nonprofit and for -profit organizations), Rules of the Auditor
General.
If the recipient expends leit-thin S300 000 In state finarieial -ass isianee to its cal_ye2r an audit conducted
in accordance with the provisions of Section 215.97, Florida Statutes, is not required. In the event that the
recipient expends less than 5300,000 in state financial assistance in its fiscal year and elects to have an
audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, the cost of the audit
must be paid from the nonstate entity's resources (i.e., the cost of such an audit must be paid from the
recipient's resources obtained from other than State entities).
2
PART III: REPORT SUBMISSION
1. Copies of reporting packages for audits conducted in accordance with OMB Circular A-133, as revised, and
required by PART I of this agreement shall be submitted, when required by Section .320 (d), OMB Circular
A-133, as revised, by or on behalf of the recipient directly to each of the following:
A. The Department of State at each of the following addresses:
Division of Historical Resources
Bureau of Historic Preservation
Grants and Education Section
500 South Bronough Street
Tallahassee, FL 32399-0250
B. The Federal Audit Clearinghouse designated in OMB Circular A-I33, as revised (the number of copies required
by Sections .320 (dX1) and (2), OMB Circular A-133, as revised, should be submitted to the Federal Audit
Clearinghouse), at the following address:
Federal Audit Clearinghouse
Bureau of the Census
1201 East 10th Street
Jeffersonville, IN 47132
C. Other Federal agencies and pass -through entities in accordance with Sections .320 (e) and (f). OMB Circular A-
133, as revised.
2. In the event that a -copy of the reporting package for an audit required by PART I of this agreement and
conducted in accordance with OMB Circular A-133, as revised, is not required to be submitted to the
Department of State 'for the reasons pursuant to Section .320 (e)(2), OMB Circular A-133, as revised, the
recipient shall submit the required written notification pursuant to Section .320 (e)(2) and a copy of the
recipient's audited schedule of expenditures of Federal awards directly to each of the following:
Division of Historical Resources
Bureau of Historic Preservation
Grants and Education Section
500 South Bronough Street
_. _.Tallahassee, FL_.3.2399=0250 _-
3. Copies of financial reporting packages required by PART II of this agreement shall be submitted by or on
behalf of the recipient directly to each of the following:
A. The Department of State at each of the following addresses:
Division of Historical Resources
Bureau of Historic Preservation
Grants and Education Section
500 South Bronough Street
Tallahassee, FL 32399-0250
3
B. The Auditor General's Office at the following address:
Auditor General's Office
Room 401, Pepper Building
111 West Madison Street
Tallahassee, Florida 32399-1450
4. Any reports, management lever, or other information required to be submitted to the Department of State
pursuant to this agreement shall be submitted timely in accordance with OMB Circular A-133, Florida
Statutes, and Chapters 10.550.-(local governmental entities) or 10.650 (nonprofit and for -profit
organizations), Rules of the Auditor General, as applicable.
5. Recipients, when submitting financial reporting packages to the Department of State for audits done in
accordance with OMB Circular A-133 or Chapters 10.550 (local governmental entities) or 10.650
(nonprofit and for -profit organizations), Rules of the Auditor General, should indicate the date that the
reporting package was delivered to the recipient in correspondence accompanying the reporting package.
PART IV: RECORD RETENTION
The recipient shall retain sufficient records demonstrating its compliance with the terms of this agreement
for a period of five years from the dare the audit report is issued, and shall allow the Department of State, or
its designee, Comptroller, or Auditor General access to such records upon request. The recipient shall
ensure that audit working papers are made available to the Department of State, or its designee,
Comptroller, or Auditor General upon request for a period of three years from the date the audit report is
issued, unless extended in writing by the Department of State.
EXHIBIT 1
FEDERAL RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMIE;tiT
CONSIST OF THE FOLLOWING:
,NOTE.. (f the resources awarded to the recipient represent more than one Federal program, provide the same
information shown below for each Federal program and show total Federal resources awarded.
Federal Program National Park Service, U.S. Department of the Interior, Historic Preservation Fund Grants -In -Aid,
c p, t 15-904, S0.00
COMIPLIA'4CE REQUIREMENTS APPLICABLE TO THE FEDERAL RESOURCES AWARDED
PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS:
As contained in OMB Circular A-133
4
SUBJECT TO SECTION 215.97, FLORIDA STATUTES:
State Project Florida Department of State, Acquisition/Restoration of Historic Properties, CSFA Number
45.031 5300,000.00 (three hundred tbousand dollars).
COMPLIANCE REQUIREMENTS APPLICABLE TO STATE RESOURCES AWARDED PURSUANT TO
THIS AGREEMENT ARE AS FOLLOWS:
As contained in the Compliance Supplement to CSFA Number 43.032.
The Grantee has read this Addendum to the Grant Award Agreement and has affixed their signature:
CITY OF MIAMI RETIRED POLICE OFFICERS COMMUNITY BENEVOLENT
ASSOCIATION, INC,
Signature of Authorized Official
uA
�� �Gt..••S `iC>Jfti4--
Typed Name and title of Authorized Official
5
City of Miami
Legislation
Resolution: R-07-0353
City Hall
3500 Pan American Drive
Miami, FL 33133
www.miamigov.com
File Number: 07-00750 Final Action Date:6/14/2007
A RESOLUTION OF THE CITY OF MIAMI, FLORIDA, CITY COMMISSION, WITH
ATTACHMENT(S), AUTHORIZING THE ISSUANCE OF NOT TO EXCEED (I)
$115,652,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA
LIMITED AD VALOREM TAX REFUNDING BONDS, SERIES 2007A (HOMELAND
DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS) ("SERIES 2007A
BONDS"), TO.REFUND A PORTION -OF THE CITY'S LIMITED AD VALOREM TAX
BONDS, SERIES 2002 (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL
IMPROVEMENT PROJECTS), AND (11) $50,000,000 IN AGGREGATE PRINCIPAL
AMOUNT OF CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS,
SERIES 2007B (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT
PROJECTS) ("SERIES 2007E BONDS"), TO PAY FOR THE COSTS OF ACQUISITION,
CONSTRUCTION AND EQUIPPING OF CERTAIN HOMELAND
DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS WITHIN THE
CITY; PROVIDING THAT SUCH SERIES 2007A BONDS AND SERIES 2007E BONDS
(COLLECTIVELY, THE "SERIES 2007 BONDS") SHALL NOT CONSTITUTE GENERAL
OBLIGATIONS OF THE CITY BUT SHALL BE SPECIAL LIMITED OBLIGATIONS
PAYABLE FROM A LIMITED AD VALOREM TAX TO BE LEVIED ANNUALLY ON ALL
TAXABLE PROPERTY IN THE CITY, WHICH LIMITED AD VALOREM TAX SHALL BE
PLEDGED FOR THE PAYMENT OF THE PRINCIPAL OF AND THE INTEREST ON
SUCH SERIES 2007 BONDS; PROVIDING A SECONDARY SOURCE OF PAYMENT
FOR SUCH SERIES 2007 BONDS FROM NON AD VALOREM REVENUES; MAKING
CERTAIN COVENANTS AND AGREEMENTS IN CONNECTION WITH SUCH NON AD
VALOREM REVENUES; DELEGATING TO THE CITY MANAGER THE
DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE
SERIES 2007 BONDS AND THE REFUNDING OF THE REFUNDED BONDS AND
AUTHORIZING THE CITY MANAGER TO EXECUTE ALL DOCUMENTS,
INSTRUMENTS AND CERTIFICATES IN CONNECTION THEREWITH; AUTHORIZING
THE NEGOTIATED SALE OF THE SERIES 2007 BONDS; APPROVING THE FORM
AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE
AGREEMENT IN CONNECTION THEREWITH; APPROVING UNCERTIFICATED,
BOOK -ENTRY ONLY REGISTRATION OF SAID SERIES 2007 BONDS WITH THE
- = ----DEPOSITORY=TRUST-COMPANY:=DELEGATING TO-THE-CITY.-MANAGER
AUTHORITYTO-NEGOTIATE AND -OBTAIN A7VMUNICIPAL-BONDINSURANCE--- •--
POLICY TO INSURE SAID SERIES 2007 BONDS AND TO EXECUTE AND DELIVER
ANY RELATED AGREEMENTS; APPOINTING A PAYING AGENT AND BOND
REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND
DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT; PROVIDING FOR
A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND THE
SELECTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE
CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2007 BONDS IN
ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15C2-12
AND APPROVING THE FORM AND
City of Miami
Page 1 of 27 File Id: 07-00750 (Version: 2) Printed On: 9124/2010
File Number: 07-00750 Enactment Number; R-07-0353
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE
AGREEMENT WITH RESPECT THERETO AND APPOINTING A DISCLOSURE
DISSEMINATION AGENT THEREUNDER; AUTHORIZING THE REFUNDING,
DEFEASANCE AND REDEMPTION OF THE REFUNDED BONDS; APPROVING THE
FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW
DEPOSIT AGREEMENT AND APPOINTING AN ESCROW AGENT AND A
VERIFICATION AGENT; AUTHORIZING ALL REQUIRED ACTIONS; AND PROVIDING
AN EFFECTIVE DATE.
WHEREAS, the City Commission (the "Commission") of the City of Miami, Florida (the "City") enacted
Ordinance No. 12137 on October 11, 2001 (the "Initial Ordinance" and, together with this Resolution, the
"Bond Resolution") providing, subject to the bond referendum described below, for the issuance of bonds of
the City in a principal amount not to exceed Two Hundred Fifty-five Million Dollars (the "Voter Approved
Bonds") to be payable from advalorem taxes to be levied on all taxable property in the City provided that
the millage rate for the Voter Approved Bonds, together with all other Debt Millage (as defined herein), does
not exceed 1.218 mills to pay for homeland security, neighborhood improvements, capital projects and
infrastructure improvements within the City as therein described (the "Homeland Defense/Neighborhood
Capital Improvement Projects"), authorizing the Homeland Defense/Neighborhood Capital Improvement
Projects and calling for a bond referendum to determine whether the qualified electors of the City approve
the issuance of the Voter Approved Bonds (it being understood that the millage rate limitation described
above applies only to the Voter Approved Bonds, and does not apply to, or in any way affect, the City's
obligation to assess, levy and collect ad valorem taxes, without limitation as to rate or amount, on all taxable
property within the corporate limits of the City, for the payment of the principal of and interest on the City's
full faith and credit general obligation bonds); and
WHEREAS, by bond referendum duly held on November 13, 2001 in accordance with applicable laws of
the State of Florida, the issuance of the Voter Approved Bonds was approved by the qualified electors of
the City; and
WHEREAS, the City Clerk on November 14, 2001 accepted the certification by the Miami -Dade County
Canvassing Board of the results of such bond referendum approving the issuance of the Voter Approved
Bonds; and
WHEREAS, on August 8, 2002, pursuant to the Initial. Ordinance and Resolution No. 02-797 adopted by
the Commission on July 9, 2002 (collectively, the "Series 2002 Bonds Resolution"), the City issued its
$153,186,405.85 original principal amount of City of Miami, Florida Limited Ad Valorem Tax Bonds, Series
2002 (Homeland Defense/Neighborhood Capital Improvement Projects) (the "Series 2002 Bonds"), as the
initial series of Voter_Approved B9ndS;_and _ '__
WHEREAS, the Commission has determined that as a result of the current low interest environment, it
is in the best interest of the City to proceed at this time with the issuance of the Series 2007A Bonds (as
defined herein) to refund a portion of the Series 2002 Bonds; and
WHEREAS, the Commission has further determined that it is in the best interest of the City to proceed
at this time with the issuance of the Series 2007E Bonds (as defined herein) to finance a portion of the costs
of the Homeland Defense/Neighborhood Capital Improvement Projects; and
WHEREAS, the Initial Ordinance provided that the details and other matters with respect to the
issuance of the Voter Approved Bonds would be determined by resolution adopted by the Commission
City of Miami Page 2 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/20I0
File Number: 07-00750 Enactment Number; R-07-0353
prior to the time of sale of the Voter Approved Bonds;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI,
FLORIDA:
Section 1. Definitions. As used herein, unless the context otherwise requires:
"Accreted Value" means, as of any date of computation with respect to any Capital Appreciation Bond, an
amount equal to the principal amount of such Series 2007 Bond (the -principal -amount on the date of original
issuance), plus the interest accrued on such Series 2007 Bond from the date of original issuance to the
interest payment date next preceding the date of computation or the date of computation if an interest
payment date, compounded periodically at the times provided for in the Bond Purchase Agreement,,and if
such date of computation is not an interest payment date, a portion of the difference between the Accreted
Value as of the immediately preceding interest payment date (or the date of original issuance if such date of
computation is prior to the first interest payment date succeeding the date of original issuance) and the
Accreted Value as of the immediately succeeding interest payment date, calculated based on the
assumption that Accreted Value accrues during any period in equal daily amounts on the basis of a year of
twelve 30-day months. As used in this Resolution with respect to the Refunded Bonds, "Accreted Value"
shall have the meaning given to such term in the Series 2002 Bonds Resolution.
"Act" means the Constitution and laws of the State of Florida, including, without limitation, Article VII,
Section 12 of the Constitution, Chapter 166, Florida Statutes, and, to the extent not inconsistent with and
not repealed by the provisions of Section 166.021, Florida Statutes, the Charter of the City of Miami.
"Amortization Installments" means the funds to be deposited in the Bond Amortization Account in any given
Fiscal Year for the payment at maturity or redemption of a portion of Term Bonds, as established by the City
prior to the delivery of the Series 2007 Bonds.
"Authorized_Depository" means any bank, trust company, national banking association, savings and loan
association, savings bank or other banking association selected by the City as a depository, which is
authorized under 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 Amortization Account" means an account established with the Paying Agent for the deposit of
Amortization Installments, if any.
"Bond Purchase Agreement" means the Bond Purchase Agreement with respect to the Series 2007 Bonds
between the Underwriters and the City.
"Bond Registrar" means initially Commerce Bank, National Association and thereafter, the City or any other
agent designated from time to time by the City, by resolution, to maintain the registration books for the
Series 2007 Bonds issued hereunder or to perform other duties with respect to registering the transfer of the
Series 2007 Bonds.
"Bond Resolution" means collectively, the Initial Ordinance and this Resolution.
"Bondholder", "holder" or "registered owner" means the person in whose name any Series 2007 Bond is
registered on the registration books maintained by the Bond Registrar.
"Capital-Appreciation.Bonds"-means:any.Series:2007_Bond-issued_under.this:Resolution.as,to which_,,_,
-interest) compounded -periodically -on -the -interest -payment -dates -designated -for -compounding in -the Bond - — ---
Purchase Agreement for such Series 2007 Bonds and payable in an amount equal to the then current
Accreted Value to the date of maturity or redemption prior to maturity as designated in such Bond Purchase
Agreement and which may be either Serial Bonds or Term Bonds. As used in this Resolution with respect
to the Refunded Bonds, "Capital Appreciation Bonds" shall have the meaning given to such term in the
Series 2002 Bonds Resolution.
"City" means the City of Miami, Florida.
City of Miami Page 3 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
"City Attorney" means the City Attorney of the City or his or her designee.
"City Clerk" means the City Clerk or his or her designee or the officer succeeding to his or her principal
functions.
"City Manager" means the City Manager or his or her designee or the officer succeeding to his or her
principal functions.
"Code" means the Internal Revenue Code of 1986, as amended, and all temporary, proposed or permanent
implementing regulations promulgated or applicable thereunder.
"Commission" means.the City Commission of the City.
"Continuing Disclosure Agreement" means the Disclosure Dissemination Agent Agreement substantially in
the form attached to this Resolution as Exhibit "D" hereto to be entered into by the City and DAC in
accordance with Section 15 of this Resolution.
"Current Interest Bonds" means Series 2007 Bonds the interest on which is periodically payable to the
Bondholder on the interest payment dates with respect to the Series 2007 Bonds rather than only at the
maturity or redemption thereof. As used in this Resolution with respect to the Refunded Bonds, "Current
Interest Bonds" shall have the meaning given to such term in the Series 2002 Bonds Resolution.
"DAC" means Digital Assurance Certification, L.L.C.
"Debt Millage" means the ad valorem tax millage levied with respect to voter approved bond referenda, as
of November 13, 2001, excluding the debt millage with respect to the Voter Approved Bonds.
"DTC" means The Depository Trust Company, New York, New York, its successors and assigns.
"Escrow Agent" means Commerce Bank, National Association.
"Escrow Deposit Agreement" means the Escrow Deposit Agreement between the City and the Escrow
Agent, pursuant to which a portion of the proceeds of the Series 2007A Bonds, together with investment
earnings thereon and any other moneys, will be held by the Escrow Agent in irrevocable escrow for the
payment of the Refunded Bonds.
"Finance Director" means the Director of Finance of the City or his or her designee or the officer succeeding
to his or her principal functions.
"Financial Advisor" means First Southwest Company.
"Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding
September 30, or such other consecutive 12-month period as may hereafter be designated as the fiscal
year of the City.
"Government Obligations" means:
(a) Direct obligations of, or obligations guaranteed as to timely payment 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 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-0)-of-tnii.Olause46),.as.apprOpriate, and (iii)
as to which the principal of and interest on the 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;
City of Miami Page 4 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-0075D Enactment Number: R-07-0353
(c) Evidences of indebtedness issued by the Federal Home Loan Banks, Federal Home Loan Mortgage
Corporation (including participation certificates), Federal Financing Banks, or any other agency or
instrumentality of the United States of America created by an act of Congress provided that the obligations
of such agency or instrumentality are unconditionally guaranteed as to timely payment 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 clause (a) hereof held by a bank or trust company as custodian.
"Homeland Defense/Neighborhood Capital Improvements Projects" means the portion of the public safety
and neighborhood capital improvements within the City, described in or provided for in the Initial Ordinance,
to be funded in whole or in part with the proceeds of the Series 2007E Bonds, including but not limited to
the capital improvements described in Schedule "A" attached hereto, or such other public safety and
neighborhood capital improvements described in or provided for in the Initial Ordinance as determined by
the City.
"Initial Ordinance" means Ordinance No. 12137 enacted by the Commission on October 11, 2001 providing
for the issuance of the Voter Approved Bonds, authorizing the Homeland Defense/Neighborhood Capital
Improvements Projects and calling for a bond referendum.
"Limited Ad Valorem Tax" means an ad valorem tax levied by the City on all the taxable property within the
City (excluding exemptions as provided by applicable law) for the purpose of paying the principal of,
Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any, and interest (with
respect to Current Interest Bonds) on the Voter Approved Bonds; provided, however, that such ad valorem
tax shall be levied at such millage rate, that when added together with the City's other Debt Millage, results
in an aggregate millage rate that does not exceed 1.218 mills (it being understood that this millage rate
limitation applies only to the Voter Approved Bonds, and does not apply to, or in any way affect, the.City's
obligation to assess, levy and collect ad valorem taxes, without limitation as to rate or amount, on all taxable
property within the corporate limits of the City, for the payment of the principal of and interest on the City's
full faith and credit general obligation bonds).
"Mayor" means the Mayor of the City or in his absence or inability to perform, such member of the
Commission as may be appointed as acting Mayor of the City.
"Maximum Annual Debt Service" means for any Fiscal Year, the largest amount required to be deposited in
the Principal and Interest Account and the Bond Amortization Account, if any, from the sum of:
(1) The amount required to pay the interest coming due on the Current Interest Bonds during such Fiscal
Year;
(2) The amount required to pay the principal of Serial Bonds and Term Bonds, and the Accreted Value of
. Capital Appreciation Bonds for such Fiscal Year; and
(3) The amount required to pay the Amortization Installments for all Term Bonds for such Fiscal Year.
"Official Statement" means that certain Official Statement with respect to the issuance of the Series 2007
Bonds, as such Official Statement shall be approved by the City Manager in accordance with the provisions
of this Resolution.
"Outstartdmg or' Seres 2007 Bonds outstanding means all Series 2007 Bonds which have been issued
ursuant to -this Resolution-excp t
(a) Series 2007 Bonds canceled after purchase in the open market or because of payment at or redemption
prior to maturity;
(b) Series 2007 Bonds for the payment or redemption of which cash funds or Government Obligations or
any combination thereof shall have been theretofore irrevocably set aside in a special account with the
Paying Agent (other than the City) or other Authorized Depository, whether upon or prior to the maturity or
redemption date of any such Series 2007 Bond, in an amount which, together with earnings on such
Government Obligations, will be sufficient to pay the principal of, Accreted Value (with respect
City of Miami Page 5 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
to the Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) and redemption
premium, if any, on such Series 2007 Bonds at maturity or upon their earlier redemption; provided that, if
such Series 2007 Bonds are to be redeemed before the maturity thereof, notice of such redemption shall
have been given according to the requirements of this Resolution or irrevocable instructions directing the
timely giving of such notice and directing the payment of the principal of, Accreted Value (with respect to the
Capital Appreciation Bonds) and interest (with respect to Current Interest Bonds) on such Series 2007
Bonds at such redemption dates shall have been given to the Paying Agent;
(c) Series 2007 Bonds which are deemed paid pursuant to Section 5.G hereof; and
(d) Series 2007 Bonds in exchange for or in lieu of which other Series 2007 Bonds have been
authenticated and delivered pursuant to this Resolution.
"Paying Agent" means initially Commerce Bank, National Association and thereafter, the City or any other
agent which is an Authorized Depository, designated from time to time by the City, by resolution, to serve as
a Paying Agent for the Series 2007 Bonds issued hereunder that shall have agreed to arrange for the timely
payment of the principal of, Accreted Value (with respect to Capital Appreciation Bonds) redemption
premium, if any, and interest (with respect to Current Interest Bonds) on the Series 2007 Bonds to the
registered owners thereof, from funds made available therefor by the City.
"Principal and Interest Account" means the account established with the Paying Agent pursuant to Section 8
hereof.
"Preliminary Official Statement" means the Preliminary Official Statement with respect to the issuance of the
Series 2007 Bonds, to be dated as of the date of its distribution.
"Refunded Bonds" means the Series 2002 Bonds or portion thereof to be refunded in accordance with the
provisions of this Resolution.
"Resolution" means this resolution authorizing the issuance of the Series 2007 Bonds, as amended from
time to time to the extent permitted hereby.
"Serial Bonds" means all Series 2007 Bonds other than Term Bonds.
"Series" means Series 2007A Bonds or the Series 2007E Bonds, as applicable.
"Series 2002 Bonds" means the City of Miami, Florida Limited Ad Valorem Tax Bonds, Series 2002
(Homeland Defense/Neighborhood Capital Improvement Projects), issued under.the Series 2002 Bonds
Resolution in an aggregate original principal amount of $153,186,405.85.
"Series 2002 Bonds Resolution" means collectively, the Initial Ordinance and Resolution No. 02-797
adopted by the Commission on July 9, 2002.
"Series 2007 Bond" or"Series 2007 Bonds" means collectively, the Series 2007A Bonds and the Series
2007B Bonds.
"Series 2007A Bond" or "Series 2007A Bonds" means the City of Miami, Florida Limited Ad Valorem Tax
Refunding Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects), issued
hereunder in an aggregate principal amount not to exceed $115,652,000.
"Series 2007B Bond" or "Series 2007B Bonds" means the City of Miami, Florida Limited Ad Valorem Tax
Bonds, Series 2007E (Homeland Defense/Neighborhood Capital Improvement Projects), issued hereunder
in an aggregate principal amount not to exceed $50,000,000.
"Term Bonds" means Series 2007 Bonds for which Amortization Installments are established on or before
— — the date-of-deliveryof the-Series-2007.Bonds_inaccor-dance with_ the_provisions of this _Resolution
"Underwriters" means, collectively, UBS Securities LLC, J.P.. Morgan Securities Inc., SunTrust Capital
Markets, Inc., Raymond James & Associates, Inc. and LaSalle Financial Services, Inc.
Words in this Resolution importing singular numbers shall include the plural number in each case and vice
versa, and words importing persons shall include firms, corporations or other entities including governments
or governmental bodies. Words of the masculine gender shall be deemed and construed to include
correlative words of the feminine and neuter genders.
City of Miami Page 6 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number 07-00750 Enactment Number: R-07-0353
Section 2. Findings and Determinations. It is hereby ascertained, determined and declared that:
A. The recitals to this Resolution are hereby incorporated herein as findings and determinations.
B. The Homeland Defense/Neighborhood Capital Improvements Projects consist solely of "capital
projects" as such term is used in.Article VII, Section 12 of the Constitution of the State of Florida.
C. As provided in Article VII, Section 12 of the Constitution of the State of Florida, the Series 2007A Bonds
will be issued at a lower net average interest cost rate than the net average interest cost rate of the
Refunded Bonds.
D. In accordance with Section 218.385(1), Florida Statutes, as amended, the Commission hereby finds,
determines and declares, that a negotiated sale of the Series 2007 Bonds is in the best interest of the City
for the following reasons:
(i) the complex structure and timing of the issuance of the Series 2007 Bonds 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 Series 2007 Bonds when market conditions are most favorable in
order to attain the most favorable interest rates on the Series 2007 Bonds and maximize the savings in
refunding the Refunded 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 Series 2007 Bonds, in
order to obtain the most favorable interest rates available and maximize the savings in refunding the
Refunded Bonds.
Section 3. Contract. In consideration of the acceptance of the Series 2007 Bonds authorized to be
issued hereunder by those who shall hold the same from time to time, this Resolution shall be deemed to be
and shall constitute a contract between the City, the Bondholders, the Bond Registrar and the Paying
Agent. The covenants and agreements herein set forth to be performed by the City shall be for the equal
benefit, protection and security of the Bondholders, and all Series 2007 Bonds shall be of equal rank and
without preference, priority or distinction over any other thereof, except as expressly provided herein.
Section 4. Authorization of the Series 2007 Bonds; Sale and Award of the Series 2007 Bonds.
A. Subject and pursuant to the provisions of the Initial Ordinance and this Resolution, a second series of
Voter Approved Bonds of the City known as "City of Miami, Florida Limited Ad Valorem Tax Refunding
Bonds, Series 2007A (Homeland Defense/Neighborhood Capital Improvement Projects)" are hereby
authorized to be issued in an aggregate principal amount of not exceeding One Hundred Fifteen Million Six
Hundred Fifty Two Thousand Dollars ($115,652,000.00) for the purpose of refunding the Refunded Bonds
and paying costs of issuance of the Series 2007A Bonds.
B. Subject and pursuant to the provisions of the Initial Ordinance and this Resolution, a third series of
Voter Approved Bonds of the City to be known as "City of Miami, Florida, Limited Ad Valorem Tax Bonds,
Series 2007B (Homeland Defense/Neighborhood Capital Improvement. Projects)" are hereby authorized to'
be issued in an aggregate principal amount of not exceeding Fifty Million Dollars($50,000,000.00) for the
_-----= purpose=of-paying-the costs -of -the Homeland-Defense/Neighborhood-Capital-Improvements-Projects and...
costs of issuance of the Series 2007E Bonds.
C. The City Manager shall determine the aggregate principal amount of each Series to be issued and may
determine to issue the Series 2007 Bonds at one time or as needed. In the event that Capital Appreciation
Bonds or similar bonds are issued, only the original principal amount of such Capital Appreciation Bonds
shall be deemed issued on the date of issuance for the purposes of the maximum amount of each Series
authorized to be issued under the Bond Resolution.
D. The City Manager is hereby authorized and directed to award the Series 2007 Bonds to the
Underwriters at a purchase price of not less than ninety-nine percent (99%) (inclusive of underwriters'
City of Miami Page 7 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
discount, but not inclusive of original issue discount; the original issue discount may be such as is
necessary to market and sell the Series 2007 Bonds) of the original principal amount of the Series 2007
Bonds and at a true interest cost rate ("TIC") (i) with respect to the Series 2007A Bonds, that results in
present value total debt service savings on the Refunded Bonds of not less than two and one half percent
(2.5°I0), and (ii) with respect to the Series 2007B Bonds, not to exceed five and one half percent (5.5%) per
annum (in each case, the "Maximum TIC"). Each Series shall be dated such date, shall be issued in such
principal amount, shall bear interest from the date thereof, payable on the first day of January and July of
,each_year (with. respect to Current Interest Bonds), commencing on such date, at the rates, and shall
mature on the first day of January of each year in accordance with the maturity schedule, but not later than
the maturity date of the Refunded Bonds, with respect to the Series 2007A Bonds and but not later than
thirty (30) years from October 11, 2001, with respect to the Series 2007B Bonds, be issued as either
Current Interest Bonds or Capital Appreciation Bonds and as Serial Bonds and/or Term Bonds and, if such
Series 2007 Bonds are issued as Term Bonds, be subject to such Amortization Installments by operation of
the Bond Amortization Account, all as such dates, principal amount, rates, Accreted Values, maturity
schedule and Amortization Installments may be approved and determined by the City Manager and set forth
in the Bond Purchase Agreement, with the execution and delivery of the Bond Purchase Agreement as
described in Section 6 hereof being conclusive evidence of the City's approval, provided that the TIC shall
not exceed the Maximum TIC.
[Enter Text Here]
Section 5. Terms, Redemption and Form of Series 2007 Bonds.
A. The Series 2007 Bonds shall be issued as fully registered bonds in the denomination of $5,000 each or
any integral multiple thereof (or $5,000 Accreted Value at Maturity with respect to Capital Appreciation
Bonds) and the Series 2007 Bonds shall be numbered consecutively from 1 upward preceded by the letter
"R-A" or "R-B" with respect to Current Interest Bonds for each Series as applicable, and preceded by the
letters "RCA -A" or "RCA-B" with respect to Capital Appreciation Bonds for each Series as applicable. The
principal of and redemption premium, if any, on the Series 2007 Bonds shall be payable upon presentation
and surrender at the designated office of the Paying Agent. Interest on the Current Interest Bonds shall be
paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of such Series
2007 Bonds at the addresses as they appear on the registration books maintained by the Bond Registrar at
the close of business on the 15th day (whether or not a business day) of the month next preceding the
interest payment date (the "Record Date"), irrespective of any transfer or exchange of such Series 2007
Bonds subsequent to such Record Date and prior to such interest payment date, unless he City shall be in
default in payment of interest due on such interest payment date; provided, however, that (i) if ownership of
Series 2007 Bonds is maintained in a book -entry only system by a securities depository, such payment may
be made by automatic funds transfer (wire) to such securities depository or its. nominee or (ii) if such Series
2007 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 Series 2007 Bonds, such payments may be
made by wire transfer to the bank and bank account specified in writing by such holder on or prior.to the _
Record_Date (such bank being a-bank_within_ t e_continental_United_States),-if-such-ho!der has -advanced -to
the Paying Agent the amount necessary to pay the cost of such wire transfer or authorized the Paying
Agent to deduct the cost of such wire transfer from the payment due such holder. In the event of any
default in the payment of interest, such defaulted interest shall be payable to the persons in whose names
such Series 2007 Bonds are registered at the close of business on a special record date for the payment of
such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying
Agent to the registere ownerse Series 2007 Bonds not lessthan feen (15)s preceding such special record
date. Such notice shall be mailed to the persons in whose names the Series 2007 Bonds are registered at
the close of business on the fifth day (whether or not a business day) preceding the date of mailing.
B. The Series 2007 Bonds shall be executed in the name of the City by the City Manager and the seal of
the City shall be imprinted, reproduced or lithographed on the Series 2007 Bonds and attested to by
City of Miami Page 8 of27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
the City Clerk. In addition, the City Attorney or any Assistant City Attorney shall sign the Series 2007
Bonds, showing approval as to the form and correctness thereof. The signatures of the City Manager, the
City Clerk and the City Attorney on the Series 2007 Bonds may be by facsimile. If any officer whose
signature appears on the Series 2007 Bonds ceases to hold office before the delivery of the Series 2007
Bonds, his signature shall nevertheless be valid and sufficient for all purposes. in addition, any Series
2007 Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution
of such Series 2007 Bond shall be the proper officers to sign such Series 2007 Bond although at the date of
such..Series_2007 Bond.orthe.date.of delivery, thereof such.persons may not have been such officers.
C. Only such of the Series 2007 Bonds as shall have endorsed thereon a certificate. of authentication
substantially in the form hereinafter set forth in Section 5.K hereof, duly manually executed by the Bond.
Registrar, shall be entitled to any right or benefit under the Bond Resolution. No Series 2007 Bond shall be
valid or obligatory for any purpose unless and until such certificate of authentication shall have been duly
executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2007
Bond shall be conclusive evidence that such Series 2007 Bond has been duly authenticated and delivered
under this Resolution. The Bond Registrar's certificate of authentication on any Series 2007 Bond shall be
deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not
be necessary that the same officer sign the certificate of authentication on all of the Series 2007 Bonds that
may be issued hereunder at any one time. The foregoing notwithstanding, if at any time, the City serves as
the Bond Registrar under the Bond Resolution, the Series 2007 Bonds shall be authenticated by the manual
signature of the Finance Director, and the registered owner of any Series 2007 Bond so authenticated shall
be entitled to the benefits of the Bond Resolution.
D. Any Series 2007 Bond may be transferred upon the registration books maintained by the Bond
Registrar upon delivery thereof to the designated office of the Bond Registrar accompanied by a written
instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond
Registrar, duly executed by the Bondholder or his attorney -in -fact or legal representative, containing written
instructions as to the details of the transfer of such Bond, along with the social security number or federal
employer identification number of such transferee. In all cases of a transfer of a Series 2007 Bond, the
Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of
ownership in the registration books and shall deliver in the name of the new transferee or transferees a new
fully registered Series 2007 Bond or Series 2007 Bonds of the same Series, maturity and of authorized
denomination or.denominations, for the same aggregate principal amount and payable from the same
source of funds. Series 2007 Bonds may be exchanged at the office of the Bond Registrar for a like
aggregate principal amount of Series 2007 Bonds, of other authorized denominations of the same Series
and maturity. The City and the Bond Registrar may charge the Bondholder for the registration of every
transfer or exchange of a Series 2007 Bond an amount sufficient to reimburse them for any tax, fee or any
other governmental charge required.(other than by the City) to be paid with respect to the registration of
such transfer or exchange, and may require that such amounts be paid before any such new Series 2007
Bond shall be delivered.
The City, the Bond Registrar, and the Paying Agent may deem and treat the registered owner of any Series
2007_Bond_as_the_absolute_owner of such Series 2007 Bond for the purpose of receiving payment of the
principal -thereof; Accreted-Value-(with-respect-to-Capi#al-Appreciation-Bonds)-and-the_interest_(wit_h_respect
to Current Interest Bonds) and redemption premium, if any, thereon. The Series 2007 Bonds may be
exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2007 Bonds or
other authorized denomination of the same Series and maturity.
E. If any Series 2007 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, in its discretion
(i) deliver a duplicate replacement Series 2007 Bond, or (ii) pay a Series 2007 Bond that has matured or is
about to mature. A mutilated Bond shall be surrendered to and canceled by the Bond Registrar. The
Bondholder must furnish the City and the Bond Registrar proof of ownership of any destroyed, stolen or lost
Series 2007 Bond; post satisfactory indemnity; comply with any reasonable conditions the City and the
Bond Registrar may prescribe; and pay the City's and the Bond Registrar's
City of Miami Page 9 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
reasonable expenses.
Any such duplicate Series 2007 Bond shall constitute an original contractual obligation on the part of the
City whether or not the destroyed, stolen or lost Series 2007 Bond be at any time found by anyone, and
such duplicate Series 2007 Bond shall be entitled to equal and proportionate benefits and rights as to lien
on, and source of payment of and security for payment from, the funds pledged to the payment of the Series
2007 Bond so mutilated, destroyed, or stolen or lost.
F. The Series 2007 Bonds may be subject to redemption prior to their maturity at such times and in such
manner as. set forth in the Bond Purchase Agreement and approved by the City Manager pursuant to the
authority described herein; provided, however that redemption premium, if any, for an optional redemption
of the Series 2007 Bonds shall not exceed two percent (2%) of the aggregate principal amount of Series
2007 Bonds called for redemption. Notice of redemption shall be given by deposit in the U.S. mails of a
copy of a redemption notice; postage prepaid, at least thirty (30) days before the redemption date to all
registered owners of the Series 2007 Bonds or portions of the Series 2007 Bonds to be redeemed at their
addresses as they appear on the registration books to be maintained in accordance with the provisions
hereof. Failure to mail any such notice to a registered owner of a Series 2007 Bond, or any defect therein,
shall not affect the validity of the proceedings for redemption of any Series 2007 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 bome by each Series 2007
Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the redemption
price to be paid and, if less than all of the Series 2007 Bonds then outstanding shall be called for
redemption, the distinctive Series, numbers and letters, including CUSIP numbers, if any,.of such Series
2007 Bonds to be redeemed and, in the case of Series 2007 Bonds to be redeemed in part only, the portion
of the principal amount thereof to be redeemed. If any Series 2007 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 Series 2007 Bond, a new Series 2007 Bond or Series 2007 Bonds of the same Series in
• a principal amount equal to the unredeemed portion of such Series 2007 Bond will be issued.
In the case of an optional redemption, any notice of redemption may state that (1) it is conditioned upon the
deposit of moneys, in an amount equal to .the amount necessary to effect the redemption, with the Bond
Registrar, Paying Agent or an Authorized Depository acting as escrow agent no later than the redemption
date or (2) the City retains the right to rescind such notice on or prior to the scheduled redemption date (in
either case, a "Conditional Redemption"), and such notice and optional redemption shall be of no effect if
such moneys are not so deposited or if the notice is rescinded as described in this subsection. Any such
notice of Conditional Redemption shall be captioned "Conditional Notice of Redemption." Any Conditional
Redemption may rescinded at any time prior to the redemption date if the Finance Director delivers a
written direction to the Bond Registrar directing the Bond Registrar to rescind the redemption notice. The
Bond Registrar shall give prompt notice of such rescission to the affected Bondholders. Any Series 2007
Bonds subject to Conditional Redemption where redemption has been rescinded shall remain Outstanding,
and neither the rescission nor the failure by the City to make such funds available shall constitute an event
of default under this Resolution. The Bond Registrar shall give immediate notice to the securities
information repositories and the affected Bondholders that the redemption did not occur and that the Series
,.,_ �
-- 2007-Bonds-called for--redemption_and_notso_pard_remain Outstanding
Any notice mailed as provided in this section shall be conclusively presumed to have been duly given,
whether or not the owner of such Series 2007 Bond receives such notice.
The Bond Registrar shall not be required to transfer or exchange any Series 2007 Bond after the mailing of
a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of
redemption.
G. Notice having been given in the manner and under the conditions provided in Section 5.F above, the
Series 2007 Bonds or portions of Series 2007 Bonds so called for redemption shall; provided that such
redemption was not canceled as provided above, on the redemption date designated in such
City of Miami
Page 10 of27 File Id: 07-00750 (Version: 2) Printed On: 9/2412010
File Number: 07-00750
Enactment Number: R-07-0353
notice, become and be due and payable at the redemption price provided for redemption for such Series
2007 Bonds or portions of Series 2007 Bonds on such date. On the date so designated for redemption,
moneys for payment of the redemption price being held in separate accounts by the Paying Agent or other
Authorized Depository in trust for the registered owners of the Series 2007 Bonds or portions thereof to be
redeemed, all as provided in this Resolution, interest on the Series 2007 Bonds or portions of Series2007
Bonds so called for redemption shall cease to accrue, such Series 2007 Bonds and portions of Series 2007
Bonds shall cease to be entitled to any lien, benefit or security under this Bond Resolution and shall be
deernedpaid hereunder, and the registered owners of such Series 2007,Bondsorportions of Series 2007
Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and,
to the extent provided in the next subsection, to receive Series 2007 Bonds for any unredeemed portions of
the Series 2007 Bonds.
H. Incase part but not all of an outstanding fully registered Series 2007 Bond shall be selected for
redemption, the registered owners thereof shall present and surrender such Series 2007 Bond to the Paying
Agent for payment of the principal amount thereof so called for redemption, and the City shall execute and
deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance
of the principal amount of the Series 2007 Bonds so surrendered, a Series 2007 Bond or Series 2007
Bonds of the same Series fully registered as to principal and interest.
I. Series 2007 Bonds or portions of Series 2007 Bonds that have been duly called for redemption under
the provisions hereof, or as to which irrevocable instructions to call for redemption have been given by the
City, and with respect to which amounts (including Government Obligations) sufficient to pay the principal
of, Accreted Value (with respect to Capital Appreciation Bonds) redemption premium, if any, and interest .
(with respect to Current Interest Bonds) to the date fixed for redemption shall be delivered to and held in
separate trust accounts by an escrow agent, any Authorized Depository or the Paying Agent (other than the
City) in trust for the registered owners thereof, as provided in this Resolution, shall not be deemed to be
Outstanding under the provisions of the Bond Resolution and shall cease to be entitled to any lien, benefit.
or security under the Bond Resolution, except to receive the payment of the redemption price on or after the
designated date of redemption from moneys deposited with or held by the escrow agent, Authorized
Depository or Paying Agent (other than the City), as the case may be, for such redemption of the Series
2007 Bonds and, to the extent provided in the preceding subsection, to receive Series 2007 Bonds of the
same Series for any unredeemed portion of the Series 2007 Bonds.
J. If the date for payment of the principal (Accreted Value) of, redemption premium, if any, or interest on
the Series 2007 Bonds shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity
other than the City, a day on which banking institutions in the city where the corporate trust office of the
Paying Agent is located are authorized by law or executive order to close, then the date for such payment
shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such
banking institutions are authorized to close, and payment on such day shall have the same force and effect
as if made on the nominal date of payment.
K. The text of the Series 2007 Bonds, the authentication certificate to be endorsed thereon and the form of
assignment for such Series 2007 Bonds shall be substantially in the following form, with such omissions,
insertions and variations as may be necessary or desirable and authorized by this Resolution or as may be
—approved and=madety=the-officers°ofthe-City-executirig`the same -such ^exedution to be conclusive
evidence of such approval, including, without limitation, such changes as may be required for the issuance
of uncertificated public obligations:
[Form of Series 2007 Bond]
[INSERT THE FOLLOWING ONLY FOR CURRENT INTEREST BONDS]
[No. R- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
CITY OF MIAMI, FLORIDA
LIMITED AD VALOREM TAX [REFUNDING] BOND, SERIES 2007[A][B]
City of Miami Page 11 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS)
iterest Rate Maturity Date Dated DateCUSIP
January 1,
Registered Owner:
Principal Amount: Dollars
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the
Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from
the sources provided therefor, as described herein, on the Maturity Date identified above (or earlier as
hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the
designated office of Commerce Bank; National Association in Jacksonville, Florida, as the Paying Agent for
the Series 2007[A][B] Bonds, or any successor Paying Agent appointed by the City pursuant to the Bond
Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest
on the principal sum from the date hereof, or from the most recent interest payment date to which interest
has been paid, at the Interest Rate per annum identified above, until payment of the Principal Amount, or
until provision for the payment thereof has been duly provided for, such interest being payable semiannually
on the first day of January and the first day of Julyof each year, commencing on 1, 200 .
Interest will be paid on each such interest payment date by check or draft mailed to the Registered Owner
hereof at his address as it appears on the registration books of the City maintained by the Bond Registrar
for the Series 2007[A][B] Bonds, at .the close of business on the fifteenth (15th) day (whether or not a
business day) of the month next preceding the interest payment date (the "Record Date"), irrespective of
any transfer or exchange of such Series 2007[A][B] Bond subsequent to each Record Date and prior to
such interest payment date, unless the City shall be in default in payment of interest due on such interest
payment date. In the event of any such default, such defaulted interest shall be payable to the person in
whose name such Series 2007[A][B] Bond is registered at the close of business on a special record date for
the payment of such. defaulted interest as established by notice deposited in the U.S. mails, postage
prepaid, by the Bond Registrar to the Registered Owners of Series 2007[A][B] Bonds not Tess than fifteen
(15) days preceding such special record date. Such notice shall be mailed to the persons in whose names
the Series 2007[A][B] Bonds are registered at the close of business on the fifth (5th) day (whether or not a
business day) preceding the date of mailing.]
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
[No. RCA- $
UNITED STATES OF AMERICA
STATE OF FLORIDA
__--__ -TCITY:OF"MIPcM
LIMITED AD VALOREM TAX [REFUNDING] BOND, SERIES 2007[A][B]
(HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS)
iterest Rate Maturity Date Original Issue DateCUSIP
January 1,
Registered Owner:
Principal Amount: Dollars
Cio, of Miami Page 12 of27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number. R-07-0353
Amount Due at Maturity: Dollars
The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the
Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from
the sources provided therefor, as described herein, on the Maturity Date identified above (or earlier as
hereinafter provided), the -Amount Due at Maturity -identified -above, upon presentation -and surrender -hereof
at the designated office of Commerce Bank, National Association in Jacksonville, Florida, as the Paying
Agent for the Series 2007[A][B] Bonds, or any successor Paying Agent appointed by the City pursuant to
the Bond Resolution hereinafter referred to, and to pay, to the extent and from the sources herein
described, interest on the principal sum from the Original Issue Date set forth above, at the Interest Rate
per annum identified above, compounded on the first day of January and July of each year until payment of
the Principal Amount Due at Maturity or until provision for the payment thereof has been duly provided for.
The principal amount hereof plus interest so compounded to any earlier date shall be the Accreted Value of
this bond as of such date. .A schedule setting forth the Accreted Values of this bond as of January 1 and
July 1 of each year for each $5,000 of amount due at maturity appears at the end of this bond.]
This Series 2007[A][B] Bond is one of an authorized issue and series of bonds in the aggregate principal
amount of $ . (the "Series 2007[A][B] Bonds") of like date, tenor and effect, except as to
number, maturity and interest rate, issued to [refund a portion] of the City's Limited Ad Valorem Tax Bonds,
Series 2002 (Homeland Defense/Neighborhood Capital Improvement Projects),][pay the cost of acquisition,
construction and equipping of certain homeland defense/neighborhood capital improvements within the
City,] pursuant to the authority of and in full compliance with the Constitution and laws of the State of
Florida, including particularly Article VII, Section 12 of the Constitution, Chapter 166, Florida Statutes, to the
extent not inconsistent with and not repealed by the provisions of Section 166.021, Florida Statutes, the
Charter of the City of Miami, Ordinance No. 12137 duly enacted by the City on October 11, 2001 and
Resolution No. 07-_ duly adopted by the City on , 2007 (collectively, the "Bond
Resolution"), and other applicable provisions of law. This Series 2007[A][B] Bond is subject to all the terms
and conditions of the Bond Resolution, and capitalized terms not otherwise defined herein shall have the
same meanings ascribed to them in the Bond Resolution.
This Series 2007[A][B] Bond shall not be or constitute a general indebtedness within the meaning of any
constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes
other than the Limited Ad Valorem Tax (as defined in the Bond Resolution) for the payment thereof.
Neither the full faith and credit nor.the ad valorem taxing power of the State of Florida or any political
subdivision or agency thereof (except the taxing power of the City, but only to the extent of the Limited Ad
Valorem Tax) is pledged to the payment of this Series 2007[A][B] Bond, and it is expressly agreed by the
Registered Owner of this Series 2007[A][B] Bond that, except for the Limited Ad Valorem Tax, such
Registered Owner shall never have the right to compel the exercise of the ad valorem taxing power of the
City or taxation in any form on any real or personal property for the payment of the principal of, Accreted
===Value-(with-respect=to-Capital=Appreciation=Bonds),and-interest4withrespect_to:.Current,lnterest_Bonds) on .--._ ___
this Senes 2007[A][B]Bond or -for the payment of any other amounts-providedfiorin the -Bond -Resolution.
The Series 2007[A][B] Bonds are special limited obligations of the City payable from (i) the Limited Ad
Valorem Tax to be levied annually on all taxable property in the City, and (ii) to the extent provided in the
Bond Resolution, a covenant to budget and appropriate, in each fiscal year, legally available non -ad
valorem revenues of the City in an amount which together with the amounts on deposit in the Principal and
Interest Account and the Bond Amortization Account is sufficient to pay the principal of, Accreted Value
(with respect to Capital Appreciation Bonds), redemption premium, if any and interest (with respect to
Current Interest Bonds) on the Series 2007 Bonds then due and payable; provided, however, that notmore
than 10% of the Maximum Annual Debt Service on the Series 2007 Bonds may
City of Miami
Page 13 of27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
be paid from such non -ad valorem revenues in any Fiscal Year. In the event of a deficiency in the amount
of ad valorem taxes collected to pay the principal of and interest on the City's full faith and credit general
obligation bonds issued prior to November 13, 2001, or issued to refund general obligation bonds issued
prior to November 13, 2001, revenues collected from the levy of the Limited Ad Valorem Tax shall be
applied to cure any such deficiency.
Reference is made to the Bond Resolution for the provisions, among others, relating to the terms, lien and
security for the Series 2007[A][B] Bonds, the custody and application of the proceeds of the Series
2007[A][B] Bonds, the rights and, remedies of the holders of the Series 2007[A][B] Bonds, and the extent of
and limitations on the City's rights, duties and obligations, to all of which provisions the registered owner
hereof assents by acceptance hereof.
[INSERT THE FOLLOWING REDEMPTION PROVISIONS ONLY IF THE SERIES 2007 BONDS ARE
SUBJECT TO REDEMPTION]
[The Series 2007[A][B] Bonds maturing January 1, are subject to mandatory redemption prior to
maturity, in part, as selected by lot, at a redemption price of 100% of the principal amount thereof on
January 1, and on each January 1 thereafter in the following principal amounts:
late Principal Amount
" Maturity.]
Vhe Series 2007[A][B] Bonds maturing on 1, and thereafter shall be [further] subject to
redemption prior to their maturity, at the option of the City on or after 1, , as a whole or
in part at any time (selected by the City among maturities and by lot within a maturity), at the redemption
prices (expressed as percentages of principal amount) set forth in the following table, plu's accrued interest
from the most recent interest payment date to the redemption date:Redemption Periods (Both Dates
Inclusive) Redemption Prices
anuary 1, through December 31,
anuary 1, and thereafter]
[Enter Text Here]
0/0
Notice -of -call for redem tion 1s to-be-given-bymarlin a co
[ p g - py-of the -redemption notice-by-tJ.S,.-mail.at.least
thirty (30) days prior to the date fixed for redemption to the registered owner of each Series 2007[A][B] Bond
to be redeemed at the address shown on the registration books maintained by the City, as Bond Registrar,
or any successor Bond Registrar appointed by the City pursuant to the Bond Resolution. Failure to give
such notice by mailing to any Bondholder, or any defect therein, shall not affect the validity of the
proceedings for the redemption of any Series 2007[A][B] Bond or portion thereof with respect to which no
such failure or defect has occurred. All such Series 2007[A][B] Bonds called for redemption and for the
retirement of which funds are duly provided will cease to bear interest on such redemption date.]
This Series 2007[A][B] Bond may be transferred upon the registration books of the City upon delivery
thereof to the designated office of the Bond Registrar accompanied by a written instrument or instruments of
transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the
registered owner of this Series 2007[A][B] Bond or by his attorney -in -factor legal representative, containing
written instructions as to the details of transfer of this Bond, along with the
City of Miami . Page 14 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number R-07-0353
social security number or federal employer identification number of such transferee. In all cases of a
transfer of a Series 2007[A][B] Bond, the Bond Registrar shall at the earliest practical time in accordance
with the provisions of the Bond Resolution enter the transfer of ownership in the registration books and shall
deliver in the name of the new transferee or transferees a new fully registered Series 2007[A][B] Bond or
Series 2007[A][B] Bonds of the same maturity and of authorized denomination or denominations, for the
same aggregate principal amount and payable from the same source of funds. Series 2007[A][B] Bonds
may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series
2007[A][B] Bonds, of authorized denominations of the same series and maturity. The City and the Bond
Registrar may charge the owner of such Series 2007[A][B] Bond for the registration of every transfer or
exchange of a Series 2007[A][B] Bond an amount sufficient to reimburse them for any tax, fee or any other
governmental charge required (other than by the City) to be paid with respect to the registration of such
transfer or exchange, andmay require that such amounts be paid before any such new Series 2007[A][B]
Bond shall be delivered.
If the date for payment of the principal of, redemption premium, if any, or interest on this Series 2007[A][B]
Bond shall be a Saturday, Sunday, legal holiday or, if the Paying Agent is then an entity other than the City,
a day on which banking institutions in the city where the corporate trust office of the Paying Agent is located
are authorized by law or executive order to close, then the date for such payment shall be the next
succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions
are authorized to close, and payment on such day shall have the same force and effect as if made on the
nominal date of payment.
The City has established a book -entry system of registration for the series of Series 2007[A][B] Bonds of
which this is one. Except as specifically provided otherwise in the Bond Resolution, an agent will hold this
Series 2007[A][B] Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of
purchase, delivery or transfer, the beneficial owner of this Series 2007[A][B] Bond shall be deemed to have
agreed to such arrangement.
It is hereby certified and recited that this Series 2007[A][B] Bond is authorized by and is issued in conformity
with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and
things required to exist, to happen, and to be performed precedent to the issuance of this Series 2007[A][B]
Bond exist, have happened and have been performed in regular and due form and time as required by the
laws and Constitution of the State of Florida applicable hereto; that the issuance of the Series 2007[A][B]
Bonds of this issue does not violate any constitutional or statutory limitation or provision; that due provision
has been made for the levy and collection of the Limited Ad Valorem Tax upon all taxable property within
the corporate limits of the City (excluding exemptions as provided by applicable law), to pay the principal of,
Accreted Value (with respect to Capital Appreciation Bonds), redemption premium, if any and interest (with
respect to Current Interest Bonds) on the Series 2007[A][B] Bonds as the same shall become due and
payable, which tax shall be assessed, levied and collected at the same time and in the same manner as
other ad valorem taxes are assessed, levied and collected within the corporate limits of the City.
This Series 2007[A][B] Bond shall not be valid or become obligatory for any purpose or be entitled t any
security or benefit under the Bond Resolution until the Certificate of Authentication endorsed hereon shall
_have been manuallyAgned by_the Bond Registrar
--- This-Series-20074Api-Bond rs-and-has-a the_qualities..and:incidents-of; an investment secunry under the -
Uniform Commercial Code -Investment Securities Law of the State of Florida.
IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series 2007[A][B] Bond and has
caused the same to be signed by its City Manager and attested and countersigned by its City Clerk, either
manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be
• reproduced hereon as of the date hereof.
(SEAL)
CITY OF MIAMI, FLORIDA
By:
City of Wand Page 15 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
Pedro G. Hernandez, City Manager
ATTESTED AND COUNTERSIGNED:
By:
Priscilla A. Thompson, City Clerk
APPROVED AS TO FORM
AND CORRECTNESS
By:
Jorge L. Fernandez, City Attorney
CETFCT OF AUTHENTICATION
This Series 2007[A][B] Bod is one of the Series 2007[A][B] Bondsdsgntdi and executed under to provisions
of the within mentioned Bon Resolution.
as Bond Registrar
By:
Authorized Officer
Date of Authentication:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, assigns and transfers unto
(the "Transferee")
PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF TRANSFEREE
the within Series 2007[A][B] Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
as attorney to register the transfer of the within Series 2007[A][B] Bond on the books kept for registration
and registration of transfer thereof, with full power of substitution in the premises.
Date:
Signature Guaranteed:
fICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member
firm of any other recognized national securities exchange or a commercial bank or a trust company.
NOTICE: No transfer will be registered and no new Series 2007[A][B] Bond will be issued in the name
of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears
upon the face of the within Series 2007[A][B] Bond in every particular, without alteration or enlargement or
any change whatever and the Social Security or Federal Employer Identification Number of the Transferee
is supplied.
[INSERT THE FOLLOWING ONLY FOR CAPITAL APPRECIATION BONDS]
TABLE OF ACCRETED VALUES
City of Miami Page 16 of 27 File Id: 07-00750 (Version: 2) Printed On: 924/2010
File Number: 07-00750 Enactment Number: R-07-0353
)ate Accreted Values
[End of Form of Series 2007 Bond]
• Section 6. Authorization and Approval of Bond Purchase Agreement. The execution and delivery of
the Bond Purchase Agreement is hereby authorized and approved. The Commission hereby authorizes and
directs the City Manager to determine the final provisions of the Bond Purchase Agreement, within the
parameters for the Series 2007 Bonds set forth in Sections 4.D. and 5.F. of this Resolution. Upon
compliance by the Underwriters with the requirements of Section 218.385(2) and (3), Florida Statutes, and
Section 218.385(6), Florida Statutes, by 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 the Bond Purchase Agreement in substantially
the form approved at this meeting and attached hereto as Exhibit "A", subject to such changes, insertions
and omissions and such filling in of blanks therein as hereafter may be approved and made. by the City
Manager upon the advice of the City Attorney and the City's bond counsel. The execution, attestation and
delivery of the Bond Purchase Agreement, as described herein, shall be conclusive evidence of the City's
approval of any such determinations, changes, insertions, omissions or filling in of blanks.
Section 7. Authorization and Approval of Negotiated Sale of the Series 2007 Bonds. Based on the
findings set forth in Section 2.D. hereof, the Commission hereby approves the negotiated sale of the Series
2007 Bonds to the Underwriters, and the Series 2007 Bonds shall be sold and awarded to the Underwriters,
upon the terms and conditions set forth herein and as set forth in the Bond Purchase Agreement.
Section 8. Application of Series 2007 Bond Proceeds.
A. The proceeds, including accrued interest and premium, if any, received from the sale of the Series
2007A Bonds shall be applied by the City, simultaneously with delivery of the Series 2007A Bonds, as
follows:
1. Accrued interest, if any, shall be deposited in the account designated "City of Miami 2007 Limited Ad
Valorem Tax Bonds Principal and Interest Account" (the "Principal and Interest Account") which is hereby
established with the Paying Agent, who shall apply such moneys to pay interest on the Series 2007A Bonds
which constitute Current Interest Bonds as the same becomes due.
2. An amount set forth in a certificate of the Finance Director delivered concurrently with the delivery of the
Series 2007 Bonds (the "Proceeds Certificate") shall be transferred to the Escrow Agent for deposit into the
Escrow Deposit Trust Fund established pursuant to the Escrow Deposit Agreement and shall be used and
-- =-.___applied.pursuant_to_and in_the manner described in the Escrow Deposit Agreement to pay the principal of,
Accreted- Value-(with-respect#o-Capital-Appreciation-Bonds) redemption -premium, -if -any, -and interest (with
respect to Current Interest Bonds) on the Refunded Bonds.
3. The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a separate
account designated "City of Miami 2007A Limited Ad Valorem Tax Refunding Bonds Cost of Issuance
Account" which is hereby established with the City and shall be disbursed for payment of expenses incurred
in issuing the Series 2007A Bonds and refunding the Refunded Bonds. Any balance remaining after
payment or provision for payment of such expenses has been made shall be transferred to the Paying
Agent for deposit in the Principal and Interest Account and the Bond Amortization Account, if any, and used
solely to pay principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization
Installments (with respect to Term Bonds), and interest (with
City of Miami Page 17 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
respect to Current Interest Bonds) on the Series 2007A Bonds.
B. The proceeds, including accrued interest and premium, if any, received from the sale of the Series
2007E Bonds shall be applied by the City, simultaneously with delivery of the Series 2007E Bonds, as
follows:
1. Accrued interest, if any, shall be deposited in the Principal and Interest Account and the Paying Agent
shall apply such moneys to pay interest on the Series 2007B Bonds which constitute Current Interest Bonds
as the same becomes due.
2. Anamount set forth in the Proceeds Certificate shall be deposited in a separate account designated
"City of Miami 2007B Limited Ad Valorem Tax Bonds Construction Account" (the "Construction Account")
which is hereby established with the City and shall be disbursed to pay the costs of the Homeland
Defense/Neighborhood Capital Improvements Projects. Any balance remaining after payment or provision
for payment of such costs of the Homeland Defense/Neighborhood Capital Improvements Projects shall be
transferred to the Paying Agent for deposit in the Principal and Interest Account and the Bond Amortization
Account, if any, and used solely to pay principal of, Accreted Value (with respect to Capital Appreciation
Bonds), Amortization Installments (with respect to Term Bonds), and interest (with respect to Current
Interest Bonds) on the Series 2007B Bonds. Any investment income earned with respect to deposits in the
Construction Account may be used, at the option of the City, to pay costs of the Homeland.
Defense/Neighborhood Capital Improvements Projects or may be transferred to the Paying Agent for
deposit in the Principal and Interest Account and used to pay interest on the Series 2007B Bonds which
constitute Current Interest Bonds.
3. The remainder of the proceeds as set forth in the Proceeds Certificate shall be deposited in a separate
account designated "City of Miami 20076 Limited Ad Valorem Tax Bonds Cost of Issuance Account" which
is hereby established with the City and shall be disbursed for payment of expenses incurred in issuing the
Series 2007B Bonds. Any balance remaining after payment or provision for payment of such expenses
has been made shall be transferred, at the option of the City, to either the Construction Account for the
payment of costs of the Homeland Defense/Neighborhood Capital Improvement Projects or to the Paying
Agent for deposit in the Principal and Interest Account and the Bond Amortization Account, if any, and used
solely to pay principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization
Installments (with respect to Temi Bonds), and interest (with respect to Current Interest Bonds) on the
Series 2007E Bonds.
C. In the event any portion of the Series 2007 Bonds are issued as Term Bonds, there is hereby
established with the Paying Agent, an account designated "City of Miami 2007 Limited Ad Valorem Tax
Bonds Amortization Account" (the "Bond Amortization Account") in which amounts are to deposited to pay
the Amortization Installments on such Term Bonds.
Section 9. Investment of Series 2007 Bond Proceeds and Other Moneys. The portion of the
proceeds of the Series 2007A Bonds and other moneys held under the provisions of the Escrow Deposit
Agreement shall be invested as provided in the Escrow Deposit Agreement. All other proceeds of the
Series 2007 Bonds and other moneys held under the provisions of this Resolution may be invested by the
- City andswith-respeatoaheaincipat_arid-lnterest,Account_and„the_Bond Amortization Account, if -_
app icabie-'shatl-be invested-bythe-Paying-Agent-at-the-direction-of-the Finance-Directorrin-such --
investments as are permitted by applicable law.
Section 10.Levy of Limited Ad Valorem Tax; Payment and Pledge. In each Fiscal Year while any of the
Series 2007 Bonds are Outstanding, the City shall assess, levy and collect the Limited Ad Valorem Tax to
pay the principal of, Accreted Value (with respect to Capital Appreciation Bonds), Amortization Installments
(with respect to Term Bonds), and interest (with respect to Current Interest Bonds) on the Series 2007
Bonds as the same shall become due.
The Limited Ad Valorem Tax shall be assessed, levied and collected in the same manner and at the same
time as other ad valorem taxes are assessed, levied and collected and the proceeds of said tax shall be
applied solely to the payment of the principal of, Accreted Value (with respect to Capital Appreciation
Bonds), Amortization Installments (with respect to Term Bonds), redemption premium, if
City of Miami Page 18 of27 File Id: 07-00750 (Version: 21 Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
any, and interest (with respect to Current Interest Bonds) on the Series 2007 Bonds; provided, however,
that in the event of a deficiency in the amount of ad valorem taxes collected to pay the principal of and
interest on the City's full faith and credit general obligation bonds issued prior to November 13, 2001 or
issued to refund general obligation bonds issued prior to November 13, 2001, revenues collected from the
levy of the Limited Ad Valorem Tax shall be applied to cure any such deficiency. At least two Business
Days prior to each interest or principal payment date for the Series 2007 Bonds, the City shall transfer to the
Paying Agent for deposit in the Principal and Interest Account and the Bond Amortization Account, if
applicable, an amount sufficient to_pay the principal of, Accreted Value (with respect to Capital Appreciation
Bonds) Amortization Installments (with respect to Term Bonds), redemption premium, if any, and interest
(with respect to Current Interest Bonds) on the Series 2007 Bonds then due and payable and the Paying
Agent is hereby authorized and directed to apply such funds to said payment.
The Series 2007 Bonds shall not be or constitute a general indebtedness within the meaning of any
constitutional or statutory provision or limitation and the City is not obligated to levy any ad valorem taxes
other than the Limited Ad Valorem Tax for the payment thereof. Neither the full faith and credit nor the ad
valorem taxing power of the State of Florida or any political subdivision or agency thereof (except the taxing
power of the City, but only to the extent of the Limited Ad Valorem Tax) is pledged to the payment of the
Series 2007 Bonds, and registered owners of the Series 2007 Bonds shall never have the right to compel
the exercise of the ad valorem taxing power of the City or taxation in any form on any real or personal
property for the payment of the principal of, Accreted Value (with respect to Capital Appreciation Bonds)
and interest (with respect to Current Interest Bonds) on the Series 2007 Bonds or for the payment of any
other amounts provided for in this Resolution.
The City will diligently enforce its right to receive the Limited Ad Valorem Tax revenues and will diligently
enforce and collect such taxes. The City will not take any action that will impair or adversely affect its right
to levy, collect and receive said taxes, or impair or adversely affect in any manner the pledge made herein
or the rights of the Bondholders.
Section 11. Covenant to Budget and Appropriate. The City hereby covenants and agrees to the extent.
permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and.
appropriate in its annual budget for each Fiscal Year, by amendment if necessary, and to transfer to the
Paying Agent for deposit to the Principal and Interest Account and the Bond Amortization Account, if
applicable, legally available -non -ad valorem revenues of the City in an amount which, together with the
amounts on deposit from the Limited Ad Valorem Tax in the Principal and Interest Account and the Bond
Amortization Account, if any, is sufficient to pay the principal of, Accreted Value (with respect to Capital
Appreciation Bonds), Amortization Installments (with respect to Term Bonds), if any, redemption premium, if
any, and interest (with respect Current Interest Bonds) on the Series 2007 Bonds then due and payable;
provided, however, the amount of non -ad valorem revenues budgeted and appropriated with respect to the
Series 2007 Bonds in such Fiscal Year shall not exceed 10% of the Maximum Annual Debt Service on the
Series 2007 Bonds. Such covenant and agreement on the part of the City to budget and appropriate
sufficient amounts of legally available non -ad valorem revenues shall be cumulative, and shall continue until
z-suchttegally available,non-ad valorem.xevenues.imamounts,sufficient=to_make_all_r_eguiretp.ayments
--` hereunder-as-and-wherrdue;inctuding drry-delinquent-payments;shall have--been-budgeted;-appropriated-
and actually paid into the appropriate funds and accounts hereunder; provided, however, amounts so
budgeted and appropriated shall not exceed ten percent (10%) of the Maximum Annual Debt Service on the
Series 2007 Bonds in any given Fiscal Year. Such covenant shall not constitute a lien, either legal or
equitable, on any of the City's legally available non -ad valorem revenues or other revenues, nor shall it
preclude the City from pledging in the future any of its legally available non -ad valorem revenues or other
revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally available non -ad
valorem revenues. The obligation of the City under this Section 11 shall be secured only by the legally
available non -ad valorem revenues actually budgeted and appropriated and transferred to the Paying Agent
for deposit in the Principal and Interest Account or the Bond
City of Miami Page 19 oj17 Pik Id: 07-00750 (Version: 2) Printed On: 9/14/1010
File Number: 07-00750 Enactment Number: R-07-0353
Amortization Account, as provided herein. The City may not expend moneys not appropriated or in excess
of its current budgeted revenues. The obligation of the City to budget, appropriate and to make payments
hereunder from its legally available non -ad valorem revenues is subject to the availability of legally available
non -ad valorem revenues after satisfying funding requirements for obligations having an express lien on or
pledge of such revenues and after satisfying funding requirements for essential governmental services of
the City.
Section 12. Compliance with Tax Requirements. The City.hereby_coyenants and agrees, for the benefit
of the holders from time to time of the Series 2007 Bonds, to comply with the requirements applicable to it
contained in the Code to the extent necessary to preserve the exclusion of interest on the Series 2007
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:
A. to pay to the United States of America from any legally available funds, at the times required pursuant to
Section 148(f) of the Code, the excess of the amount earned on all nonpurpose investments (as defined in
Section 148(f)(6) of the Code) over the amount which would have been earned if such non -purpose
investments were invested at a rate equal to the yield on the Series 2007 Bonds, plus any income
attributable to such excess (the "Rebate Amount");
B. 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;
C. to refrain from using proceeds from the Series 2007 Bonds in a manner that would cause the Series
2007 Bonds or any of them, to be classified as private activity bonds under Section 141(a) of the Code; and
D. to refrain from taking any action that would cause the Series 2007 Bonds, or any of them, to become
arbitrage bonds under Section 148 of the Code or hedge bonds under Section 149(g) of the Code.
The City understands that the foregoing covenants impose continuing obligations on the City to comply with
the requirements of the Code so long as such requirements are applicable.
Section 13.Approval of Form of Paying Agent and Registrar Agreement; Appointment of Paving Agent
and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement is hereby
authorized and approved. The Commission hereby authorizes and directs the City Manager to determine
the final provisions of the Paying Agent and Registrar Agreement. The City Manager is hereby authorized
to execute and the City Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and
Registrar Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "B",
subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be
approved and made by the City Manager upon the advice of the City Attorney and the City's bond counsel.
The execution, attestation and delivery of the Paying Agent and Registrar Agreement, as described herein,
shall be conclusive evidence of the City's approval of any such determinations, changes, insertions,
omissions or filling in of blanks. Commerce Bank, National Association is hereby appointed as the initial
Paying Agent and the initial Bond Registrar for the Series 2007 Bonds.
Section 14, Preliminary Official Statement; Official Statement. The use of a Preliminary Orricial
Statement in connection with the marketing of the Series 2007 Bonds is hereby authorized. The
Preliminary Official Statement in substantially the form attached hereto as Exhibit "C" is hereby approved
with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the
City Manager in consultation with the City Attorney, the City's bond counsel and the City's disclosure
counsel. The City Manager is hereby' authorized to approve and execute, on behalf of the City, an Official
Statement relating to the Series 2007 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, the City's bond counsel and the City's disclosure
City of Miami Page 20 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
counsel, may approve. The execution and delivery of the Official Statement, as described herein, shall be
conclusive evidence of the City's approval of such Official Statement. 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 is hereby authorized to provide for
the printing of the Preliminary Official Statement and the Official Statement by the lowest and most
responsive bidder therefor and the payment of the cost of such printing is hereby authorized to be paid from
the proceeds of the Series 2007 Bonds.
Section 15. Continuing Disclosure. For the benefit of the holders and beneficial owners from time to
time of the Series 2007 Bonds, the City agrees, in accordance with and as the only obligated person with
respect to the Series 2007 Bonds under the Rule, to provide or cause to be provided such financial •
information and operating data, financial statements and notices, in such mariner, as may be required for
purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's
continuing disclosure agreement, including provisions for enforcement, amendment and termination, the
City Manager is hereby authorized and directed to execute and deliver, in the name and on behalf of the
City, the Continuing Disclosure Agreement in substantially the form attached hereto as Exhibit "D", subject
to such changes, insertions and omissions and such filling -in of blanks therein as may hereafter be
approved by the City Manager upon the advice of the City Attorney and the City's disclosure counsel.
Digital Assurance Certification, L.L.C., is hereby appointed as the Disclosure Dissemination Agent under the
Continuing Disclosure Agreement. The execution of the 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 the Continuing Disclosure Agreement or this Section 15 shall not
constitute a default under the Bond Resolution and the remedies therefor shall be solely as provided in the
Continuing Disclosure Agreement.
The City Manager is further authorized and directed to establish, or cause to be established, procedures in
order to ensure compliance by the City with the Continuing Disclosure Agreement, including the timely
provision of information and notices. Prior to making any filing in accordance with such agreement, the
City Manager shall consult with, as appropriate, the City Attorney, the City's bond counsel or the City's
disclosure counsel. The City Manager, acting in the name and on behalf of the City, shall be entitled to rely
upon any legal advice provided by the City Attorney, the City's bond counsel or the City's disclosure counsel
in determining whether a filing should be made.
{Enter Text Here]
Section 16. Municipal Bond Insurance. In order to produce the lowest true interest cost possible for the
Series 2007 Bonds or any portion thereof, the City Manager is hereby authorized to secure a municipal
bond insurance policy_,or_policieswith respect to. any or all of the Series 2007 Bonds, if, after consultation
--with-the-Finance-Director-and-the-Financial-Advisor,_.the C ty_Manager_determines that --`braining sucfi "`
municipal bond insurance policy is in the best interests of the City. The City is hereby authorized to provide
for the payment of any premium on such municipal bond insurance policy from the proceeds of the issuance
of the Series 2007 Bonds and to enter into such agreements as may be necessary to secure such municipal
bond insurance policy, with the City Manager's execution of any such agreement to be conclusive evidence
of the City's approval.thereof; provided, however, that the City Manager may consult with the Finance
Director, the City Attorney and the City's bond counsel in connection with any such agreement. The
provisions of any such agreement shall supersede any inconsistent provision of this Resolution.
Section 17.Refundinq and Redemption of Refunded Bonds; Escrow Deposit Agreement; Appointment
of Escrow Agent. The refunding, defeasance and, as applicable, redemption of the Refunded Bonds is
hereby authorized and approved. The City Manager, after consultation with the Finance Director and the
Financial Advisor, is hereby authorized to determine the Series 2002 Bonds
City of Miami Page 21 of 27 File Id: 07-00750 (Version: 21 Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
which will constitute the Refunded Bonds, the Refunded Bonds to be redeemed prior to maturity and the
date of redemption of such Refunded Bonds to be redeemed prior to maturity.
In order to provide for the defeasance and, as applicable, redemption of the Refunded Bonds, the City
Manager is hereby authorized to execute and the City Clerk is hereby authorized to attest to, seal and
deliver the Escrow Deposit Agreement in substantially the form approved at this meeting and attached
hereto as Exhibit "E", subject to such changes, insertions and omissions and such filling -in of blanks therein
as may be approved and made by the City Manager upon the advice of the City Attorney and the City's
bond counsel. The investment of proceeds of the Series 2007A Bonds and other available moneys in
Order to provide for the defeasance and redemption of the Refunded Bonds in accordance with the
provisions of the Escrow Deposit Agreement is hereby authorized and approved. The execution,
attestation and delivery of the Escrow Deposit Agreement, as described herein, shall be conclusive
evidence of the City's approval of the Series 2002 Bonds which will constitute the Refunded Bonds, the
Refunded Bonds to be redeemed prior to maturity, the date of redemption of the Refunded Bonds to be
redeemed prior to maturity, the Escrow Deposit Agreement and the investment of the proceeds of the
Series 2007A Bonds and other available moneys thereunder.
Commerce Bank, National Association is hereby appointed the Escrow Agent under the Escrow Deposit
Agreement. The Arbitrage Group, Inc. is hereby appointed as the Verification Agent.
Section 18. Further Authorizations. The Mayor, the City Manager, the Finance Director, the City
Attorney and the City Clerk, or any of them and such other officers and employees of the City as may be
designated by the Mayor or the City Manager are each designated as agents of the City in connection with
the issuance and delivery of the Series 2007 Bonds and the refunding of the Refunded Bonds and are
authorized and empowered, collectively or individually, to take all actions 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 Series 2007 Bonds and the negotiated sale thereof to the
Underwriters and the refunding of the Refunded Bonds, and which are specifically authorized or are not
inconsistent with the terms and provisions of this Resolution, the Bond Purchase Agreement, the Continuing
Disclosure Agreement, the Paying Agent and Registrar Agreement, the Escrow Deposit Agreement or any
action relating to the Series 2007 Bonds or the refunding of the Refunded Bonds heretofore taken by the
City. Such officers and those so designated are hereby charged with the responsibility for the issuance of
the Series 2007 Bonds and the refunding of the Refunded Bonds.
Section 19. Modification or Amendment. After the issuance of the Series 2007 Bonds, no modification
or amendment of this Resolution or of any resolution amendatory hereof or supplemental hereto materially
adverse to the Bondholders may be made without the consent in writing of the registered owners of not less
than a majority in aggregate principal amount of the Outstanding Series 2007 Bonds; provided, however, if
the Series 2007 Bonds are insured by a municipal bond insurance policy, the issuer of such policy shall
have the right to consent to modifications and amendments to this Resolution in lieu of the Bondholders, but
no modification or amendment shall permit a change (a) in the maturity of the Series 2007 Bonds or a
_= reduction -in -#he -rate -of interest.thereon;..(b)-in.#he-amount-ofTheprincipal.obligation=of_any_Series.200.7..
_
----Bon c)-traat wou raaffecfthe undon-ditional-promise-ofthe-Ctty-to-levy-and-collectthe-L-imited Ad -Valorem---- -
Tax as herein provided, or (d) that would reduce such percentage of registered owners of the Series 2007
Bonds required above for such modifications or amendments, without the consent of all of the Bondholders.
For the purpose of Bondholders' voting rights or consents, the Series 2007 Bonds owned by or held for the
account of the City, directly or indirectly, shall not be counted.
Section 20. Defeasance and Release. If, at any time after the date of issuance of the Series 2007
Bonds (a) all Series 2007 Bonds secured under the Bond Resolution or any maturity thereof shall have
become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall
have been duly called for redemption, or the City shall have given irrevocable
City of Miami Page 22 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/20I0
File Number: 07-00750 Enactment Number: R-07-0353
instructions directing the payment of the principal of, Accreted Value (with respect to the Capital
Appreciation Bonds), redemption premium, if any, and interest (with respect to Current Interest Bonds) on
such Series 2007 Bonds at maturity or at any earlier redemption date scheduled by the City, or any
combination thereof, (b) the full amount of the principal of, Accreted Value (with respect to the Capital
Appreciation Bonds), redemption premium, if any, and the interest (with respect to Current Interest Bonds)
so due and payable upon all of such Series 2007 Bonds then Outstanding or any portion of such Series
2007 Bonds, at maturity or upon redemption, shall be paid, or sufficient moneys shall b held by an escrow
agent who shall be an Authorized Depository or the Paying Agent (other than the City) in irrevocable trust
for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested
in Government Obligations maturing not later than the maturity or redemption dates of such principal of,
redemption premium, if any, and interest, together with the income realized on such investments, shall be
sufficient to pay all such principal of, Accreted Value (with respect to the Capital Appreciation Bonds),
redemption premium, if any, and interest (with respect to Current Interest Bonds) on said Series 2007
Bonds at the maturity thereof or the date upon which such Series 2007 Bonds are to be called for
redemption (if applicable) prior to maturity and (c) provision shall also be made for paying all other sums
payable hereunder by the City, including compensation due the Bond Registrar and the Paying Agent, then
and in that case the right, title and interest of such Bondholders hereunder shall thereupon cease,
determine and become void; otherwise, this Resolution shall be, continue and remain in full force and effect.
Notwithstanding anything in.this Section 20 to the contrary, however, the obligations of the City under
Section 12 hereof shall remain in full force and effect until such time as such obliaton ae ully satisfied.
Section 21. Severability. If an o ror of the covenants, agreeents or provisions of this Resolution salt be
held contrary to any express provisions 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 of this Resolution or of the Series 2007 Bonds issued hereunder.
Section 22. No Third Party Beneficiaries. Except as herein otherwise expressly provided, nothing in
this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or
corporation other than the City, the registered owners of the Series 2007 Bonds, the Bond Registrar, the
Paying Agent and the Escrow Agent, any right, remedy or claim, legal or equitable, under or by reason of
this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being
for the sole and exclusive benefit of the City, the registered owners from time to time of the Series 2007
Bonds, the Bond Registrar, the Paying Agent and the Escrow Agent.
Section 23.Controlling Law- Members of Commission or City Not Liable. This Resolution shall be
governed by and construed in accordance with the laws of the State of Florida and all covenants,
stipulations, obligations and agreements of the City contained herein shall be deemed to be covenants,
stipulations, obligations and agreements of the City to the full extent authorized by the Act. No covenant,
_ 7-stiputatlon;obligation-oragreement=iniairred-hereirrshatl-be•deemed to-be-a•covenant;stipulation; _—_ _---_- -----
obligation or agreement of any present or future member, agent, independent contractor or employee of the
Commission or the City in his individual capacity, and neither the members of the Commission nor any
official executing the Series 2007 Bonds shall be liable personally on the Series 2007 Bonds or the Bond
Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the
execution by the Commission or such members thereof.
Section 24. Qualification for the Depository Trust Company. Notwithstanding any other provision
hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as
may be necessary to qualify the Series 2007 Bonds for deposit with DTC, including
City of Miami Page 23 of 27 File Id: 07-00750 (Version: 21 Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
but not limited to those actions as may be set forth in the Blanket Issuer Letter of Representations entered
into by and between the City and DTC, dated October 4, 1995, wire transfers of interest and principal
payments with respect to the Series 2007 Bonds, utilization of electronic book entry data received from DTC
in place of actual delivery of Series 2007 Bonds and provisions of notices with respect to Series 2007
Bonds registered by DTC (or any of its designees identified to the City, the Bond Registrar or the Paying
Agent) by overnight delivery, .courier service, telegram, telecopy or other similar means of communication.
Section 25. Effective Date. This Resolution shall be effective immediately upon its adoption and
signature of the Mayor.{1}
ADOPTED this day of , 2007.
(SEAL) THE CITY COMMISSION OF THE CITY
OF MIAMI, FLORIDA
MANUEL A. DIAZ
MAYOR
ATTEST:
PRISCILLA A. THOMPSON
CITY CLERK
Footnote:
{1} If the Mayor does not sign this Resolution, it shall become effective at the end of ten calendar days
from the date it was passed and adopted. If the Mayor vetoes this Resolution, it shall become
effective immediately upon override of the veto by the City Commission.
SCHEDULE "A"
City of Miami Page 24 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
HOMELAND DEFENSE/NEIGHBORHOOD
CAPITAL IMPROVEMENT PROJECTS
The Homeland Defense/Neighborhood Capital Improvement Projects include but are not limited to the
following:
;onstruction of a new Sewell Park Boat/Kayak Launch Area.
)uarte_Park. building -renovations..and expansion.
:inloch Storm Sewer Improvements.
'airlawn Storm Sewer Improvements Phase 3.
;rapeland Heights Park site development and construction of baseball fields, concession building and
parking.
:inloch Park Community Recreation building improvements.
ern Isle Park Improvements consisting of, but not limited to baseball/softball fields, sports lighting and
grandstand improvements.
ntonio Maceo construction of new community center building.
licentennial Park Shoreline Stabalization design and construction of a new seawall.
ire Station #13 - Upper East Side - Construction of two bay firestation.
)inner Key Mooring design, engineering and surveying for additional anchorage.
'irginia Key Beach Park construction of a new museum building.
)owntown Baywalk Master Plan & Design
toberto Clemente Park Bldg. Renovation.
'Iiamarina Emergency Pier Repairs.
:ennedy Park site improvements to include courts, irrigation, and landscaping, equipping of playground and
other furnishings.
'eacock Park Site Improvements to include courts, irrigation, and landscaping, equipping of playground and
other fumishings.
,rmbrister Park Site Improvements to include courts, irrigation, and landscaping, equipping of playground
and other furnishings.
liscayne Park Site Improvements to include irrigation, landscaping, equipping of playground.
:ennedy Park Restroom building construction of ADA Improvements.
:ennedy Park 'Renovations to Boardwalk.
'lorningside Park Restroom Bldg construction of Improvements.
Vainwright Park Site Improvements to include courts, irrigation, and landscaping, equipping of playground
and other furnishings.
:irk Monroe Park Tennis Court Improvements.
egion Park parking lot renovations.
larjorie Stoneman Douglas Park acquisition and installation of playground equipment.
9errie Christmas Park site improvements.
-r=—egien=Park—acquisition-and-installationof site furnishings -.._..___
Idly`Rolle Mm[Park—Shelter & Restroom renovations-
lelle Meade Mini Park acquisition and installation of playground equipment.
llanche Park Site Improvements including but not limited to courts, irrigation, and landscaping, equipping of
playground and other furnishings.
lorningside Park Recreation building improvements and improvements to parking lot and construction of
additions to storage.
)orsey Park building renovations to restrooms, lighting, air conditioning system and maintenance.
'irrick Park construction of renovations to pool building.
lorningside Park construction of shoreline stabilization system and kayak launch area.
larine Stadium Marina Improvements - design and construction of a boat storage rack.
City of Miami Page 25 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
listoric Preservation. - Contributions to improvements to Gusman Hall including railings, seating and lighting.
:alle Ocho improvements - East of 37 Ave. street enhancements acquisition of trash bins and furnishings.
>ouglas Park demolition existing recreation building and construction of new recreation building, restrooms
and conversion of existing buildings to storage.
>inner Key Dredging for the main approach channel.
Aami-River-GreenwaystStreetscape..including. construction_of pedestrian walkways,..bike paths with
streetscape and roadway improvements.
lenderson Park construction of a new bathroom building and storage.
ose Marti Park acquisition and construction of new gymnasium and equipment related thereto.
ire Station #14 construction of a new two bay fire station.
amiami Storm Sewer Improvements.
ire Station #11 demolition of old fire station and design and construction of a new two bay fire station.
tobert King High construction of soccer facilities.
tobert King High New Bldg & Site Improvements.construction of restroom facilities, parking lot and irrigation
system and related facilities.
:oral Gate Park Community construction of recreation building improvements.
thenandoah Park improvements including renovation of recreation building, air conditioning system,
irrigation system, replacement of fencing, renovation of pool and electrical system.
Vest End Park construction of Pool building improvements.
,thalie Range Park demolish existing facilities and construction of Football/Soccer Mini Stadium, including
site amenities, lighting, walkways and benches.
leighborhood Gateways installation of signage.
Villiams Park Improvements consisting of renovation of recreation buildings, benches and landscaping,
irrigation and construction of improvement to pool building with ADA modifications.
ummus Park renovation to recreation building, parking lot walkways, lighting and irrigation system.
ittle Haiti Soccer& Recreation Center construction of soccer field and recreation building, bleachers, sports
lighting, landscape and irrigation system.
.ittle Haiti Park Cultural Campus design and construction of a community center and other cultural
components..
3ibson Park design and construction of a multipurpose building, walkways and remodel of a pool/bathhouse,
replacement of fencing and drainage system.
restoration and: preservation ofthe Black Police�Precinct'for use. as a;museum and community center.
thalie Range -Park construction of poolimprovernents.
,frican Square Park renovations to existing recreation building.
luena Vista Park construction of court improvement.
luena Vista Park acquisition and installation of site furnishings.
iadiey Park Sports Complex construction of recreational amenities, including fields, lighting, irrigation and
400re Park construction of improvements to existing building.
loore Park construction of outdoor court upgrades.
loore Park construction and installation of irrigation, landscaping and sports turf.
loore Park design and construction of a new daycare center.
loore Park acquisition and installation of site furnishings.
)akland Grove Park acquisition and installation of playground equipment.
City of Miami Page 26 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010
File Number: 07-00750 Enactment Number: R-07-0353
'own Park acquisition and installation of site furnishings and playground equipment.
'olice Training Facility design, construction and equipping of a new police training facility, including an
emergency operations center, classrooms, offices and shooting range.
luseum of Science - Development at Bicentennial Park contribution to development of cultural facilities.
,rt Museum - Development at Bicentennial Park contribution to development of cultural facilities.
)range Bowl redevelopment project program management services.
;ity Hall construction of structural improvements.
)range Bowl Redevelopment ; architectural, engineering and construction services.
Iounted Police Stables design and construction of stable facilities for mounted patrol.
'olice Headquarter construction and renovation of restrooms.
'olice Headquarter construction and renovation of fire suppression system.
:itywide Parks acquisition, design and installation of equipment and site improvements to various parks
throughout the city.
or such other public safety and neighbor hood capital improvements described in or provided for in the Initial
Ordinance as may be determined by the City.
City of Miami Page 27 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010