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HomeMy WebLinkAboutPre-Legislations 06-09-11City 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. l.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 I of 3 File Id: 03-0145 (Version: 2) Printed On: 9124/2010 File Number: 03-0145 Enactment Number: R-03-t 105 several elementary schools, has remained vacant and has become a blight to the community; and WHEREAS, since 2001, the City of Miami Retired Police Officers Community Benevolent Association ("Association"), consisting of former police officers that were stationed at the Courthouse and Precinct, has been working with the City to restore the Courthouse and Precinct and createa Black Police Courthouse and Precinct Museum; and - WHEREAS, the Association has engaged an architect to assist in the restoration of the Courthouse and Precinct and has raised approximately $700,000 towards for the restoration project; and WHEREAS, the Department of Community Development has committed approximately $400,000 towards the restoration; and WHEREAS, the building has been designated as a historiclandmark; and WHEREAS, the City has committed to allocate over $1 million of Capital Improvements Program ("CIP") funding from its historic preservation funds, and the Department of CIP has agreed to expedite the reconstruction and restoration of this building; and WHEREAS, the City will maintain the building once it has become operational for the use of the community and to commemorate the City's history and legacy; and WHEREAS, the Association has agreed to assist'the City in the restoration of the building, deliver to the City fully permitted plans, assist in the development of an interim management plan, and commits to raise additional funds; NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: 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 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 Courthouse and Precinct, located at the corner of Northwest 11th Street and Northwest 5th Avenue, Miami, Florida, pursuant to the terms set forth in said Memorandum, which includes, but is not limited to: City of Miami Page 2 of 3 File Id: 03-0145 (Version: 2) Printed 0n: 9/24/2010 File Number: 03-0145 acceptance of a donation from the Association, in the amount of $300,000 ("Grant"), from the funds awarded to the Association from the State of Florida's Division of Historic Resources, Bureau of Historic Preservation, Grants and Education Section; Enactment Number R-03-1105 the City agrees to expedite the restoration of the project to assure completion by June 30, 2005, pursuant to the terms of the Grant; and after the construction of the building, the City will determine the management of the building. Section 3. The City Manager is directed 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 museum, Section 4 This Resolution shall become effective immediately upon its adoption and signature of the Mayor.{2} Footnotes: The herein authorization is further subject to compliance with all requirements that may be imposed by the City Attorney, including but not limited to those prescribed by applicable City Charter and Code provisions. 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. City of tvliand Page 3 of 3 File Id: 03-0145. (Version: 2) Printed On: 9/24/2010 Historic Preservation. Grant Award Agreement Special Category Grants • Grant No. 5C4-19 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 Assoc iation.•1nc..-a-Florida •not -for -profit -corporation. he einafter refe•rred•to as-the•Grartee. reiadve••to-the Historic Black Police Precinct and Courthouse, hereinafter referred to as the Project, and is entered into this .) day of Rt@drtmVt r , 200Q. 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 l A-3.5, 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 3300,000.00 (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. Grant Period • The gram period is effective on the dare of the final signing of the Grant Award Ar cement by all panics and ends on June 30. 2005. All grant funds must be expended or be encumbered under the terms of a binding contractual agreement by the .agreement ending dare. Disbursement of Funds . a. Gram funds maybe paid in four installments. Grantees shall subunit the foursicned Requests. for Advanced . Payment forms with this signed Gram .award Agreement to initiate the grant. The first installment may be requested by the Dcparrrnent upon full execution of the 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 of the Circuit Court. The second payment may be requested • after the beginning of the second state 'fiscal quarter. The third payment may be requested after the beginning of the third state fiscal quarter and receipt of the 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 agreements, review and approval of project plans and specifications by the Department. and confirmation of the Grantee's local cost share. However, this.poyrrent schedule-shalfbe 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 account. and tcrest earned on such investments shall be returned to the Department quarterly. '. 4. Accounting Requirements The Grantee shall maintain an accounting system which pro funds. This accounting system shall provide for: a. Accurate, current, and complete disclosure of the status of all grant funds. es for a complete record of the use of all grant 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 app.Iipadog of.funds• a separate checking accounn, containing only grant funds or specifically designated for grant funds, may be used. c. Effective control over and accountability for all prods, property, and other assets. Accounting records that are supported by source documentation (i.e., invoices. bills. cancelled checks) and are sufficiently detailed to allow for a proper preaudir and postaudit. 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 duly 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 must be direedv related to the purpose of this grant and must be easily identified as such. b. 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 «orn.• c No expenditures shall he made from these grant funds -for any costs incurred prior to the date of this Agreement unless authorized by the Depa: rmert in writing prior to the expenditure. d. These grant funds will nor be used for lobbying the Legislature, the judicial branch or are.: state agency. e.. The Deoannient shall nor be liable to pay attorney fees, interest,_ late charges and service fees, or cost of collection related to the Grant. F. The Grantee shall not charge the Department for any trovel expense without the Department's prior wrinen approval. Upon obtaining written approval, the Grantee shall be authorized so incur travel expenses to be reimbursed in accordance with the provisions of Section 1 12.06I, Florida Statutes. Restrictive Covenants W rh the exception of those properties owned by the State of Florida or the United States Federal Government, as a condition for receiving grant funds, the Grantee shall have fully executed and duly recorded in the count: 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. • Standards The Grantee shall carry out all project work in Compliance with the Secretary of the Interior's Standards fo Rehabilitation or the Secretor': of the Interior's Standards for Archaeological Documentation. which are incorporated by reference. 9. ' Review Pursuant to Section 267.061 t,3)(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 draw ngs and specifications, prior to execunon of the construction contract. 10. Procurement Documentation - The Grantee shall submit complete bid documents and a copy of the final contract for consruction 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 mutintunt of eight square feet in area, be constructed of plywood or other durable material, and shall contain the following acknowledgment of grant assistance: "This project has been financed in part ovirh historic preservation grant assistance provided by the State of Florida, Florida Deparimenr of State, Division of Historical Resources, assisted by rite Florida Historical Couunission. " Any variation in the above specifications must receive prior approval by the Depam:tent. The cost of preparation and erection of the project identification sign are allowable project costs.. Routine maintenance costs of project signs are not allowable project costs. 23. Liabiliiv The Department shall net assume any liability for the acts, omissions to act or negligence of the Grantee, its agents. ser.'ants or employers: nor shail the Grantee exclude liability for its own acts, omissions to actor negligence to the Depar.ccent. The Grantee hereby agrees to be responsible for any injury or property damage resulting from any activities conducted by the Grantee, its agents, servants or employees. b. The Grantee, other than a arantee which is the State or agency.or subdivision of she State, agrees to . indemnify and hold the Department harmless from and against any and al! claims or demands. for damages resulting from personal tnjur,. including death or damage to property, arising or' of any activities under this Agreement -and shall investigate all claims at its own expense. c. The Grantee shall be responsible for all work performed 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,' iron -Discrimination The Grantee will not discriminate again; 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 anv 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 l 5 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 termination. If the Grantee violates anv 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 Depai uuent 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 shonfall, the total grant shall be reduced in proportion to the revenge shortfall. 18. Audit a. Each grantee, other than a srantee which is a State agency, shall submit to an audit or submit an attestation Statement pursuant to Section 2 16.:49; 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 cover each of the Grantee's fiscal years for which grant funds were received or expended under this Agreement. 19_ Local Cost Share The Grantee shall expend 3230.000.00 (two hundred eighty thousand dollars) in Local Cost Share funds for tite Project. The Grantee shall substantially: justify to the Department all expenditures related to the Local Cost Share. Any portion of the Local Cost Share not substantially justified will be reduced from the total amount of the grant, 4 20. Independent Capacity of Grantee a. The Grantee, if not a State agency, agrers 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 _Spate. b. Grant funds cannot be used to pay for the services of a State employee for rime 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 any financial or other interest, or in which his or her spouse, minor child, or partner, or any organization in which he or she is serving as an officer, director, trustee, partner, or employee of which he or she pas or is negotiating arty 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 parry 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 par-.' upon breach or default by either parry under this Agreement. shall impair any such right, power or remedy of e::her par-v; nor shall such delay or orrusston be construed as a waiver of any such breach or default, or any similar breach or default. 24. Non -Assignment The Grantee shall not assign. sublicense or otherwise transfer it rights, duties or obligations under this Agreement without priory -mien consent of the Department which consent shall not Pe unreasonably withheld. The Agreement transferee must also demonstrate compliance with Chapter 1A-35. Florida Administrative Code. If inc Department approves a transfer of the Grantees obligations,. the Grantee remains responsible for all work performed and all expenses incurred in connection with the Agreement, In the even.: the Legislature transfers the rights, duties and obligations of the-Deparrment to another government entity pursuant to Section.20.06, Florida' Statures, or otherwise, the rights, duties and obligations under this Agreeme i:shall also be transferred to titre successor government emir: as if it were art original party to the Agreement. Binding of Successors This Agreement shall bind the successors. assigns and legal representatives of the G-antee and of any legal entity that succeeds to the obligations of the Depaitritent. 5 26. • Notification Unless there is a change of address, any notice required by this Agreement shall be delivered to the I3ureau of Historic Preservation, Division of Historical Resources, Florida Department of State, R. A. Gray Building, 500 South Bronoueb Street, Tallahassee, Florida 32399-0250 for the Department, and to City of Miami Retired Police Officers Community Benevolent Association, Inc:; 6I.02 Northsvest 7th Avenue, Miami, FL, 33I27, for the Grantee. Unless the Grantee has notified the Department in writing by return 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 of the State waives any defense of sovereign immunirv, 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 performedby 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, L om 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 grant 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 copyrightable material based on such data covered by the copyright. 30. Entire Agreement This instrument embodies the whole Agreement of the panics. Thera are no provisions, tens, 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. All w; inen approvals referenced in thus 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: DEPARTIIENT OF STATE JANET SNYDER MATTHEWS, Ph.D. Director, Division of Historical Resources CITY OF MIA:1II RETIRED POLICE OFFICERS COMMUNITY BENEVOLENT ASSOCIATION, INC. Signature of Authorized Official \ i _S. a t l� Typed Name and Title of Authorized Official 7 ADDENDUM TO GRANT T AWARD AGREE;YfENT NUMBER SC449 AUDIT REQUIREM TENTS The administration o_ f 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. MONITOR NG 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 OtvlB 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 Departrnent 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 P.ART I: FEDERALLY FUNDED This part is applicable if the recipient is a State or local govenunent or a non-profit organization as defined in OMB Circular A-133, as reprised. In thc 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-133, 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 ail sources of Federal awards, including Federal resources received from thc Department of State, Tne determination of amounts of Federal awards expended should be in accordance with the guidelines. established by OVIB 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 part. In connection with the audit requirements addressed in Part I, paragraph l., 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 S300,000 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) httn:/Iwww. dbf.state. fl.us/ Federal Office of Management and Budget Circulars Index http://www.whitebouse.gov/ONEB/tzrants/index.htmlticirculars Governor's Office Initiatives, Florida Single Audit Act htlp://www.mvflorida.coin/mvflorida/eovernment/governorinitiam es, fsaa/ State of Florida Legislature (Statutes, -Legislation relating to the Fiorida Single Audit Act) him://www,let?.state.fl.us/ P.:RT II: STATE FUNDED This part is applicable if the recipient is a nonstate entity as defined by Section 215.97(2)(1), Florida.Statutes. 1. - In the event that the recipient expends a total amount of state financial assistance equal to or in excess of S300,000 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 Secrion 215.97, _Florida Statutes; applicable ruies 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 recipienc.shall ensure that the audit complies with the requirements of Section 215.97(7), Florida Stanae__ 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. 3, If the recipient expends less than S300,000 in state financial assistance in its fiscal year, an audit conducted in accordance with the provisions of Section 215.97, Florida Statutes, is not recuired. In the event that the recipient expends less than 5300,000 in state financial .assistance in us 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 audio-condueted.in-accordance with-Olv®-Circular_A-li3.,..as.rexised,..and required by PART 1 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. Tne 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-133, as revised (the number of copies required by Sections .320 (d)(1) and (2), OMB Circular A-I33, 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 aeencies and pass -through entities in accordance with Sections .320 (e) and (1), OMB Circular A- 133, as revised. 2. in the event that a copy of the reporting package for an audit required by PART 1 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), O?vfB Circular A-I33, 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 32399-0250 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 ofHistoric 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 I 1 I West Madison Street Tallahassee, Florida 32399-1450 4. Any reports, management lener, or other information required io 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 IY: RECORD RETENTION The recipient shall retain sufficient records demonscating its compliance with the terns of this agreement for a period of five years from the date the audit report is issued, and shall allow the Deparement 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 requesrfor a period of three years from the date the audit report is issued, unless extended in writing by the Deparment of State. EXHIBIT 1 FEDERAL RESOURCES AWARDED TO THE RECIPIENT PURSUANT TO THIS AGREEMENT 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, CFDA 4 15-904, S0.00. COMIPLIANCE REQUIREN E\TS APPLICABLE TO THE FEDERAL. RESOURCES AWARDED PURSUANT TO THIS AGREEMENT ARE AS FOLLOWS: As contained in OMB Circular A-I33 4 SI-RJECT TO SECTION 215.97. FLORIDA STATUTES: State-Project-Florida-Department.of State,•.Acquisition/Restoration-af_Historic.Properties,_CSEA_Number 45.031 S300,000.00 (three hundred thousand dollars). COMPLIANCE REQUIRENaNTS .APPLICABLE TO STATE RESOURCES AWARDED PURSUAiYT.TO THIS AGREEMENT ARE AS FOLLOWS: As contained in the Compliance Supplement to CSFA Number 45.032. The Grantee has read this Addendum to the Grant Award Ad cement and has affixed their signature: CITY OF MIAMI RETIRED POLICE OFFICERS COMMUNITY BENEVOLENT ASSOCIATION, INC. avah Signature of Authorized Official U�I� �Cz�1S1 1tt'�4r� Typed Name and Title of Authorized Official 5 DRAFT® DRAFT is DRAFT n DRAFT ■ MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("Memorandum") is entered into as of October , 2003, by and -between the City of Miami, a municipal corporation of the State of Florida ("City"), and the City of Miami Retired Police Officers Community Benevolent Association, a Florida not -for -profit corporation ("Association"). For the purposes of this Memorandum, the City and the Association are collectively referred to as "Parties". Recitals WHEREAS, in 1944, the City of Miami, under the era of "separate but equal", established the nation's first Negro Police Precinct and it was housed in the dentistry offices of Dr. I.P. Davis; and WHEREAS, in 1950, the City of Miami constructed on the comer of N.W. 1 1}' Street and N.W. 5th Avenue the nation's first Negro Municipal Courthouse and Police Precinct Station and the courthouse and station had its own clerk and bailiff; and WHEREAS, the legendary ,Tudge Lawson E. Thomas, the first Black judge in the South since Reconstruction, and other Black judges, including Judge John D. Johnson, Judge Henry Arrington, Judge Harold Bra}mon, and Judge Donald Wheeler Jones presided in the courtrooms; and WHEREAS, pursuant to Resolution 31652, effective February 3, 1960, the City directed the transferred the Municipal Court and its jail and stockade operations to the Miami -Dade County and the municipal court was abolished in 1964; and WHEREAS, for over forty years, this City -owned facility has remained vacant and had become a blight on the community Whereas, the building is located _near the Jefferson Reeves Health Clinic, the Athalie Range Mini -Park and several elementary schools and Booker T. Washington High School; and WHEREAS; since 2001,,the ,.City.of.Miami Retired Police Officers- Community Benevolent .Association -("Association"), consisting of the former police .officers that were stationed at the "Negro Police Precinct", has been working with the City to restore the;,precinet. and -courthouse and create a Black Police Precinct'& Courthouse Museum; and WHEREAS, the Association has procured an architect to make drawings for the restoration of the precinct and courthouse and has raised approximately $700,000 towards this project; and DRAFT. DRAFT e DRAFT as DRAFT . WHEREAS, the Department of Community Development has committed approximately $400;000 towards•this project; and WHEREAS, the building has been designated as a historic landmark; and WHEREAS, the City •has committed to allocate over $1 million of Capital improvement Program ("CIP") funding towards this project, through its historic preservation funds, and the CIP Department has agreed to expedite the reconstruction and restoration of this building; and WHEREAS, once the building becomes operational again, the City will maintain the building; and WHEREAS, once the building becomes operational the City will provide the Association an opportunity to assist the City in developing a plan for interim management of the building; and WHEREAS, once this building is restored, it will be operational for use of the community and will be used to commemorate this legacy in the City's history; and WHEREAS, the Association shall deliver to the City fully peiniitted plans for project, has agreed to continue to assist the City in the restoration project and has committed to raise additional funds so that this project is realized. The Parties Agree as Follows: L. The building which housed the former "Negro Municipal Courthouse and Police Precinct Station" is owned by the City of Miami. 2. The City has already committed or will commit approximately $400,000 from its , CDBG funds towards the proiect. 3 The Association shall provide the City's Department of Capital improvement Programs with fully permitted plans for the restoration of the building. • 4. Upon receipt of the fully permitted plans for the restoration of the building, the City's Capital Improvement Programs will work, expeditiously, towards the restoration of the building. 5. The Association has applied for and has been awarded a grant for $300,000 from _the_funds_tbat_it wilJ.__receiYe_ from the; Grants_ and Education Section of the Bureau of Historic Preservation of the Division of Historical Resources and the Association will donate those funds to the City towards the project. 6. After building is restored the City will maintain the building under its Department of Parks and Recreation, DRAFT. DRAFT . DRAFT n DRAFT n 7. The City shall accept the donations from the Association and any other members of the community towards this project. 8. The Association has committed to continue its efforts in assisting the City in the restoration of the building and opening the building to thecomrriunity, 9, After the building is restored the City will determine how and by whom the building will be managed, but will give the Association the opportunity to participate in the process. In consideration of the above -referenced recitals, and for other good•and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree to be bound by the terms of this Memorandum. • IN WITNESS WHEREOF. the Parties hereto have executed this Memorandum as of the day and year first above written. ATTEST: Print Name: Print Title: ATTEST: Priscilla A. Thompson City Clerk APPROVED AS TO FORM AND CORRECTNESS Alejandro Vilarello City Attorney City of Miami Retired Police Officers Community Benevolent Association, a Florida not -for -profit corporation Otis Davis President CITY OF MI-AMI, a municipal corporation of the State of Florida Joe Arriola City Manager APPROVED AS TO INSURANCE REQUIREMENTS Ramona Fiumun•a, Acting Director Risk Management 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 of the 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 rnay 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 01-3136-081-0010 IIIIIIIII I1Jll 11I IIIllhIIIIIIill IlltIIll C:FN 2004-R0049755 OR Bk 21492 Pss 0397, - 397; (5pss) RECORDED 01/22/2004 14:52:58 HARVEY RUVIN CLERK OF COURT MIAMI-DADE COUHTYr FLORIDA 1009 NW 5 nutrias �� �' St RESTRICTIVE COVENANTS Miami, Florida j T4ESE COVENANTS are entered into this 5 day of ,iddeil 20045, by 6{'Pti14,7 P, .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 Nliami-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 3300,000.00, to be used for the Testoration 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 part of the consideration for the State grant, the Owner and the 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 return 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 'WI EREOF, the Owner and Grant Recipient have read these Restrictive Covenants for Grant Agreement No. SC449 and have hereto affixed their signatures. "City" CITY OF MIAMI, a municipal ATTEST: corporation 722 riscilla A. --Thompson; City Clerk APPROVED_ASTFO-FORM AND CORRECTNESS: _ Al ndro ilarello, City City Attorney By: ola, City Manager 3 0 Pon American Drive Florida 33133 STATE OF FLORIDA ) COUNTY OF MIAMI-DADE ) I certify that on this date before me, an officer duly authorized in the state and county named abov • ._.wledgem that Joe Arriola, City Manager of the City of Miami, d known to me be or proved to my satisfaction that he/she is the son . esen • e• in and who executed the foregoing instrument. Type of identification produced Executed and sealed by me at Miami, Florida on/ , 2003 1y,liY NGB OFEl. MA MOSAAOWA /7 z 1T7�� n COtAMISSIIXY NUMBER O Do08322J �F i LOB my COMMISSION EX%! - - S e 06,4 JAN. 9,2006 Book21992/Page395 Page 3of5 Witness ignature GRANT RECIPE C l a,c e,� crt t c.Ks o n1 Witness Name Typed/Printed Wi ess Signature � V1A5 V ,\\A iaRs p�� W itness Name Typed/Printed The State Iprida County of Goa `r1.Li Grant Recipient's Address Gty State Zip I certify that on this date before me, an officer du above to take acknowledgments, that authori -d in the state and county named hS s aersonally (Name) appeared as 1 t )-' fot ,t` , O-� fr'M4 -2 t -1't R kL t LEV (Officer) of Corporation/Partnership) known to me to be or who proved to my satisfaction that heishe is the person described in and Tid, who executed the foregoing instrument. . Type of Identification Produced Executed and sealed by me at� Florida on 4 \ �S , 2003. Seidebz, ////� .ra. sg;cp„i01i42'9FN tCc91o383 ; [SEAL] ublic in The State of My commission expires: 21 Mt - This instrument was prepared under the supervision of Frank R. Stockton, Attorney Florida Deoartment or State, Division of Historical Resources,'R:A. Gray Building, 500 South Bronougii Street, Tallahassee, Florida 32399-0250. Book21992/Page396 Page 4 of 5 EXHIBIT "A" LE(AL "DEs`2\PTtcti 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 withthe centerline of N.W. 11 Street and 25 feet East of and parallelwith the centerline of N.W. 5 Avenue, containing 21,481,8 sq.ft. more or less 10.49 acres). F2o'cr7-{ I, .22Ef.S47: t00°1 I).")• StL �. -1-+1'1\1-\I, 1.16. 7L0OO...ta.AOCl N.7L toot WOOD II•VO 11 j7 .,, ,00 D•T TK w.YED TUT V10Ah Detlld doer . Ot LOOLATEi TK KMw De1CoMED tut0 10 OfVTIYTlD m1Hw,1 '1Ja WE IiER1D1Y C.VITIFY The 0,. .m... BOUNDARY SURVEY or o..Do.t s..crlord O.veynT a bY. am cornett lo III. otel 01 a % krow WQ, WO Delrl 0, Worn." NMY.O Loner Du, tlPeCDorl. ono trot Wert NO no ono.* ptouno en t.ttod rn./w) ,fin shorn, Eno room Mu Rarorm. n 1 awrta burw.ree bet brNl by IN, FLORI DA 17OAR0 OF LAM] SURvEYDRS. P..ru..ni w Secucel MEER fie 54a10w Ono C7IBola 21R-M6.o1 Morita Awmmrn+mevt Coot E..00n0L+ur+ 01 mr Bowen of IRw we nM to w robs, ID 4"."""" 1. l0.0 .T.ttnw.wwb. r1 .nr. st1.:1.9 ow Pop•nY Loon.* .no is.ntNrouton of 01 0.L t✓+I 0o0o. .al.crni 10 lrx PrOperh ow.* r101.$0cur00 Of 1Yon ,worm) lKol r.e net re4ualeo O.*ww.P . ovt.c1 10 RR.... .I tow CERTIFIED TO,• .An7w CH PROFESSI LAND $ 4EY0 0 i17o' STATE 0f FLO1n0A +n.erL 4 ilse t,li DAZE J, BONFILL AND ASSOCIATES INC. REGISTERED LAND SURVEYOR STATE OF FLORIDA itSO SW Six Street rirwi FlDne, 311.4 1305)262. 4773 Book21992/Page397 For Drt*er No. Page 5 of 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 OFTHE 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 (II) $50,000,000 IN AGGREGATE PRINCIPAL • AMOUNT OF CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX BONDS, SERIES 20078 (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS) ("SERIES 2007B 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 2007B 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 AUTHORITY TO NEGOTIATE AND OBTAIN A MUNICIPAL BOND INSURANCE 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 ld• 07-00750 (Version: 2) Printed On: 9/24/2010 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 ad valorem 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 Bonds; 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 2007B 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: 9/24/2010 File Number: 07-00750 Enactment Number: 2-07-0353 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 is 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, es 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 (i) of this clause (b), 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: 07-00750 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 20078 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. "Outstanding" or "Series 2007 Bonds outstanding" means all Series 2007 Bonds which have been:issued pursuant to this Resolution except: (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 2007B 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 delivery of the Series 2007 Bonds in accordance 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 FinancialServices, 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 neutergenders. City of Miami Page 6 of 27 File Id: 07-00750 (Version: 2) Printed 0n: 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 VI I, 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 2007E (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 2007B 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 purpo.ses 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 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%), 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 e.ach_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. Enactment Number: R-07-0353 [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-entryonly 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 the continental United States), if such holder has advanced to the Paying Agent the amount necessary to pay the cost of such wire transferor 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 of 27 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 s.uch_Serie.s 2007..Bond .or_the. 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 certificateof 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 fora 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 transferor 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 Capital Appreciation Bonds) and the interest (with 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 oris 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 ©n: 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 borne 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 be rescinded at any time prior to the redemption date if th.e 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 not so paid 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 2,007 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 I0 of 27 File Id: 07-00750 (Version: 2) Printed. On 9/24/2010 File Number: 07-00750 Enactment Number: R-07-035.3 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 Series 2007 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 . deemed paid hereunder, and the registered owners of such Series 2007 Bonds or portions 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. In case 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 made by the officers of the City executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as may be required forthe issuance of uncertificated public obligations: [Form of Series2007 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] Ciry of Miami Page 11 of 27 File 1d. 07-00750 (Version: 2) Primed 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 themost 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 July of 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 less 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 CITY OF MIAMI, FLORIDA LIMITED AD VALOREM TAX [REFUNDING] BOND, SERIES 2007[A][B] (HOMELAND DEFENSE/NEIGHBORHOOD CAPITAL IMPROVEMENT PROJECTS) iterest Rate Maturity Date Original Issue DateCUSIP b January.1, Registered Owner: Principal Amount: Dollars City of Miami Page 12 of 27. 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 thesources 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 ofthe 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 interest (with respect to Current Interest Bonds) on this Series 2007[A][B] Bond or for the payment of any other amounts provided for in 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 tobay the principal bf, 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 not more than 10% of the Maximum Annual Debt Service on the Series 2007 Bonds may Cite of Miami Page 13 of 27 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 2©07[A][B], fonds, 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: )ate Principal Amount " Maturity.] the 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, plus 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] [Notice of call for redemption is to be given by mailing a copy of the redemption notice by U.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 registratioh 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 -fact or legal representative, containing written instructions -as to the details of transfer of this Bond, along with the City of Miami Page 14 of 27 Fite Id: 07-00750 (Version: 2) Printed 0n: 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, and may 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 forsuch 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 manually signed by the Bond Registrar. This Series 2007[A][B] Bond is and has all the qualities and incidents of, an investment security under the • Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Series2007[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 Miami Page 15 of27 File Id: 07-00750 (Version: 2) Printed On: 9/24/20I0 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] Bondsdsghtdi 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: VICE: 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 Fife Id: 07-00750 (Version: 2) Printed On: 9/24/2010 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 tattle 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 to 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 of27 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 2007B 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 _An amount set forth in the Proceeds Certificate shall be deposited in a separate account designated "City of Miami 2007E 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 2007B 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 Term -Bonds), and interest (with respect to Current Interest Bonds) on the Series 2007B 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. Sectiori 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 and, with respect to the Principal and Interest Account and the Bond Amortization Account, if applicable, shall be invested by the Paying Agent at the direction of the Finance Director, in 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 Cry of Miami Page 18 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010 File Number: 07-00750 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 wit 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. Enactment Number: R-07-0353 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 such legally available non -ad valorem revenues in amounts sufficient to make all required payments hereunder as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate funds and accounts hereunder; provided, however, 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 of 27 File Id: 07-00750 (Version: 2) Printed On: 9/24/2010 File Number: 07-00750 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. S.ection.1.2._C.ornpliance..with.Tax_Re.quirements. The_City_ hereby_co_vepants_a.nd.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 Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement is hereby authorized and approved. The Commission hereby authorizes and directs the City Manager to determine the final provisions of the Paying Agent and Registrar Agreement. The City Manager is hereby authorized to execute and the 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 orfilling 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 Official 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 Enactment Number: R-07-0353 City of Miami Page 20 of 27 File Id: 07-00750 (Version. 2) Printed On: 9/2412010 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 manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment and termination, the 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 policies with respect to any or all of the Series 2007 Bonds, if, after consultation with the Finance Director and the Financial Advisor, the City Manager determines that obtaining such 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. Refunding 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: 2) 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 1 & 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 the rate of interest thereon, (b) in the amount of the principal obligation of any Series 2007 Bond, (c) that would affect the unconditional promise of the City to levy and collect the Limited Ad Valorem Tax as herein provided, or (d) that would reduce such percentage ofregistered 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: 9/24/2010 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 sail 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; stipulation, obligation or agreement contained herein shall 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 Mianri Page 23 of 27 File Id: 07-00750 (Version: 2) 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" Cite 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_P_ark..b.uilding_renovati.ons_and.expansion.. :inloch Storm Sewer Improvements. 'airlawn Storm Sewer Improvements Phase 3. 3rapeland 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 loberto Clemente Park Bldg. Renovation. liamarina 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 furnishings. ,rmbrister Park Site Improvements to include courts, irrigation, and landscaping, equipping of playground and other furnishings. Iiscayne 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 Courtlmprovements. egion Park parking lot renovations, larjorie Stoneman Douglas Park acquisition and installation of playground equipment. Jerrie Christmas Park site improvements. egion Park acquisition and installation of site furnishings. lilly Rolle Mini 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. rirrick 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. iliami-River_Greenwaysl.Streetscape_inclu.ding_construction_of_pe.destrian 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. ;obert King High construction of soccer facilities. ;obert 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. Ihenandoah 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 of. the Black Police Precrnctfor use. as aPmuseum and: community center.. thalie Range Park construction"ofpool"imp'rovements. ,frican Square Park renovations to existing recreation building. luena Vista Park construction of court improvement. luena Vista Park acquisition and installation of site furnishings. iadley Park Sports Complex construction of recreational amenities, including fields, lighting, irrigation and pool loore 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 A/Lauti 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. 1ounted 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