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HomeMy WebLinkAboutExhibit A-SUBTHIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Composite Exhibit A City Commission Resolution No. 09-0509, adopted October 27, 2009, and Disclosure ❑issemination Agreement, dated as of July 29, 2010 3725 Exhibit A -SUB THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CERTIFICATE OF RECORDING OFFICER 1. I am the duly appointed and qualified City Clerk of the City of Miami, Florida, and keeper of the records thereof, including the minutes of its proceedings; 2. A meeting was duly convened on October 22, 2009, in conformity with all applicable requirements; a proper quorum was present throughout said meeting and the instrument hereinafter mentioned was duly proposed, considered and adopted h conformity with applicable requirements; and all other requirements and proceedings incident to the proper adoption of said instrument have been duly fulfilled, carried out and otherwise observed; 3, I ar i duly authorized to execute this Certificate; and 4, The copy of Resolution No. R-09-0509 annexed hereto, entitled: A RESOLUTION OF TI-IE CITY COMMISSION OF THE CITY OF M.IAMI, FLORIDA, WITH ATTACHMENTS, PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2009 (MARLINS STADIUM PROJECT) TO BE ISSUED IN ONE OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO FINANCE THE CITY'S PORTION OF TH' CONSTRUCTION OF THE PARKING PACIL/TIES FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND COSTS OF ISSUANCE ASSOCIATED WITH THE SERIES 2009 BONDS; MAILING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATITEI S AND DETAILS CONCERNING THE SERIES 2009 BONDS; PROVIDING FOR THE FUNDING OF A RESERVE FUND; AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2009 BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPROVING' THE FORM AN[) AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT; APPROVING UNCERTIFICATED, BOOK ENTRY ONLY REGISTRATION DE SAID SERIES 2009 BONDS WITII THE DEPOSITORY TRUST COMPANY; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2009 BONDS IN ACCORDANCE WIT[ I SECURITIES AND EXCHANGE 235831 1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING ALL REQUIRED ACTIONS 13Y THE CITY MANAGER AND ALL OTHER CITY OFFICIALS; AND PROVIDING AN EFFECTIVE DATE. is a true, correct and compared copy of the original instrument referred to in said minutes and as finally adopted at said meeting, which is in Bail force and effect, except as amended by subsequent resolution and, to the extent required by law, has been duly signed or approved by the proper officer or officers and is on file and of record. DATED this 29th dray of July, 2010. (SEAL) 235831 City Clerk 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. City of Miami Certified Copy C,ty Hari 3500 Pan American Drive Miami, FL 33133 www.miarniynv.corn File Number 09-0t150b Enurituerrt Number: R-09-05II1 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH A FACIIMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, FLORIDA SPECIAL OBLIGATION PARTING REVENUE BONDS, SERIES 2009 (MARLINS STADIUM PROJECT) TO BE ISSUED IN ONE OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, 'TO FINANCE THE CITY S PORTION OF THE CONSTRUCTION OF THE PARKING FACILITIES FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND COSTS OF ISSUANCE ASSOCIATED W I`I'H THE SERIES 2009 BONDS; IvIAK.ING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE SERIES 2009 BONDS; PROVIDING FOR THE FUNDING OF A RESERVE FUND; AUTI-IORIZING A NEGOTIATED SALE OF THE SERIES 2009 BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; APPOINTING A .PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE 'EXECUTION AND DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT; APPROVING UNCERTIFICATED, BOOK ENTRY ONLY REGISTRATION OF SAID SERIES 2009 BONDS WITH THE DEPOSITORY TRUST COMPANY; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND .PROVIDING FOR THE SELECTION OF A FINANCIAL PRINI'1~R THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH TE-IE SERIES 2009 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER AND ALL OTHER CITY OFFICIALS; AND PROVIDINCAN EFFECTIVE D. SEE COMPLETE LEGISLATION AS AN ATTACHMENT 09-01150b Compete Legisiation.pdf (43 pages). Date: OCTOBER 22, 2009 City cy-Irtru,,i P;r, 1 01'2 R-09-O509 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. rile Number: 09-01150h Enactment Nutt' her: R-09-0509 Date: OCTOBER 22, 2009 Mover: COMMISSIONER SARNOFF Seconder: CHAIR SANCHEZ Vote: AYES: 3 - COMMISSIONER(S) GONZ,ALEZ, SARNOFF AND SANCHEZ NOES: 2 - COMMISSIONER(S) REGALADO AND SPENCE-JONES Action: ADOPTED WITH MODIFICATIONS Date: Action: OCTOBER 27, 2009 SIGNED BY THE MAYOR I, Priscilla A. Thompson, City Cleric of the City of Miami, Florida, and keeper of the records thereof, do hereby certify that this constitutes a true and correct copy of Resolution No. R-09-0509, with attachments, passed by the City Commission on 10/22/2009. City Clerk, Deputy Clerk (for P. A. itbmeson, Date Certified City Clerk) Cl)a• of Moog Page 2 471.2 -rfsnh THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. City of Miami Legislation Resolution: R-09-0509 City Halt 3500 Pan American Drive Miami, FL 33133 www,mlamigov.com File Number: 0 9-0 it 150 b Final .choir Baler 10/22/2009 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA, WITH ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT OF CITY OF MLAMI, FLORIDA SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2009 (MARLINS STADIUM PROJECT) TO BE ISSUED IN ONE OR MORE SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO FINANCE THE CI'IY'S PORTION OF THE CONSTRUCTION OF THE PARKING FACILITIES FOR THE NEW FLORIDA MARLINS BASEBALL STADIUM AND COSTS OF ISSUANCE ASSOCIATED WITH THE SERIES 2009 BONDS; MAKING CERTAIN FINDINGS AND DETERMINATIONS; DELEGATING TO THE CITY MANAGER THE DETERMINATION OF CERTAIN MATTERS AND DETAILS CONCERNING THE SERIES 2009 BONDS; PROVIDING FOR THE FUNDING OF A RESERVE FUND; AUTHORIZING A NEGOTIATED SALE OF THE SERIES 2009 BONDS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT IN CONNECTION THEREWITH; APPOINTING A PAYING AGENT AND BOND REGISTRAR; APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PAYING AGENT AND REGISTRAR AGREEMENT; APPROVING UNCERTIFICATED, BOOK ENTRY ONLY REGISTRATION OF SAID SERIES 2009 BONDS WITH THE DEPOSITORY TRUST COMPANY; APPROVING THE FORM AND AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN OFFICIAL STATEMENT AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVENANTING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2009 BONDS IN ACCORDANCE Wf1'H SECURITIES AND EXCHANGE COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERETO; AUTHORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER AND ALL OTHER CITY OFFICIALS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on March 3, 2008, the City of Miami, Florida (the "City"), Miami -Dade County, Florida (the "County") and Florida Marlins, L.P. (the "Stadium Operator") executed a Baseball Stadium Agreement outlining the terms and conditions which they would move forward to design, develop, construct and operate a Marlins Baseball. Stadium and related parking facilities to be located on the old Orange Bowl Stadium site; WHEREAS, on April 15, 2009, the City, the County and the Marlins Stadium Operator, LLC entered into the City Parking Agreement (the "City Parking Agreement") which provides City of Miami Page 1 of 43 File Id: 094115043 (Version 2) Printed ❑n: 6130f2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. for the construction, operation and use of parking facilities to be made available to users of the Marlins Baseball Stadium and other users; WHEREAS. the City desires to provide for financing its portion of the parking facilities as outlined in the City Parking Agreement by issuing the Series 2009 Bonds; and WHEREAS, the City desires to approve the negotiated sale of such Series 2009 Bonds, to approve the forms of certain agreements in connection with the issuance of such Series 2009 Bonds, to delegate to the City Manager the determination of certain details of the Series 2009 Bonds, and to authorize the appropriate officers of the City to do all actions necessary and in the best interests of the City in connection with the sale, issuance and delivery of the Series 2009 Bonds. NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF MIAMI, FLORIDA: ARTICLE I AUTHORITY FOR THIS RESOLUTION SECTION 1.01. Authority. This Resolution is adopted pursuant to the Constitution of the State of Florida (the "State"); Chapter 166, Florida Statutes as amended, Part VII of Chapter 159, Florida Statutes, as amended; the City Charter of the City of Miami, Florida; and other applicable provisions of law (collectively, the "Act"). ARTICLE II DEFINITIONS SECTION 2.01 Definitions. In addition to the words and terms defined in the recitals to this Resolution, as used herein, unless the context otherwise requires: "Account" means an account created and established under this Resolution. "Act" shall have the meaning ascribed in Article I hereof. "Additional Parity Obligations" means additional obligations issued in compliance with the terms and conditions and limitations contained in this Resolution and which (i) shall have a lien on the Pledged Funds equal to that of the Series 2009 Bonds and (ii) shall be payable from the proceeds of the Pledged Funds on a parity with the Series 2009 Bonds, City of Miami Page 2 of 43 File Id: 09.01150b (Version 2) Prinked On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Amortization Requirements" means the funds to be deposited in the Sinking Fund for the payment at maturity or redemption of a portion of Term Bonds, as established by the City at or before the delivery of the Bonds. "Annual Budget" means the budget or budgets, as amended arid supplemented from time to time, prepared by the City for each Fiscal Year in accordance with the laws of the State. "Annual Debt Service Requirement" for any Fiscal Year, shall mean the respective amounts which are needed to provide: (a) for payment of the interest on all Bonds then Outstanding which is payable on each Interest Payment Date in such Fiscal Year; (b) for payment of the principal of all Serial Bonds then Outstanding which is payable upon the maturity of such Serial Bonds in such Fiscal. Year; and (c) the Amortization Requirements, if any, for the Terris Bonds of such series for such Fiscal Year. "Authorized Depository" means any bank, trust company, national banking association, savings and loan association, savings bank or other banking association selected by the City as a depository, which is authorized under State law to be a depository of municipal funds and which has complied with all applicable State and federal requirements concerning the receipt of City funds. "Bond Amortization Account" means the Bond Amortization Account within the Sinking Fund established pursuant to Section 7,01 of this Resolution. "Bond Counsel" means Bryant Miller Olive P.A. "Bond Purchase Agreement" means the Bond Purchase Agreement substantially in the Form attached to this Resolution as Exhibit "A" hereto between the Underwriters and the City with respect to the sale of the Series 2009 Bonds. "Bond Registrar" means, initially, TD Bank, National Association and, thereafter, any other agent designated from time to time by the City, by resolution, to maintain the registration books for the Series 2009 Bonds or to perform other duties with respect to registering the transfer of the Series 2009 Bonds. "Bondholder," "Holder" or "registered owner" means the person in whose name any. Bond is registered on the registration books maintained by the Bond Registrar. "Bonds" means the Series 2009 Bonds and any Additional Parity Obligations issued hereunder. City of Miami Page 3 of 43 File Id: 09.01150b (Version 2) Printed On: 6 3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Business Day" means any day other than (i) a Saturday or Sunday, (ii) a day on which banking institutions in the city or cities in which the designated office of the Paying Agent is located are authorized by law or executive order to close, (iii) any day on which the Federal Reserve Bank of Atlanta or the New York Stock Exchange is closed, or (iv) a day on which the Securities Depository is closed. "City" means the City of Miami, Florida. "City Attorney" means the City Attorney of the City or any designated Assistant City Attorney. "City Commission" means the City Commission of the City of Miami, Florida. "City Manager" means the City Manager of the City or any Assistant City Manager or other designee of the City Manager, "Clerk" means the Ci.ty Clerk or any Deputy City Clerk of the City. "Closing Date" means the date of issuance and delivery of the Series 2009 Bonds to the Underwriters, being the original purchasers thereof. "Code" means the Internal Revenue Code of 1986, as amended. "Construction Fund" means the Construction Fund established pursuant to Section 5.11 of this Resolution. "Convention Development Tax " means a portion of the revenues collected ainiuully (excluding any carryover from prior year collections) by the County of the levy on the exercise within its boundaries of the taxable privilege of leasing or Iettin.g transient recital accommodations at the rate of three percent (3%) of the total consideration charged therefore as currently authorized pursuant to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative costs for local administration pursuant to Section 212.0305(5)(b)5, Florida Statutes) and allocated to the City as provided in the Interlocal Agreement. "County" means Miami -Dade County, Florida. "Credit Bank" means the person (other than an Insurer) providing a Credit Facility. "Credit Facility" means a letter: of credit, a line of credit or another credit enhancement or liquidity facility provided by a Credit Bank (other than an Insurance Policy) issued by an Insurer). "Finance Director" means the Finance Director of the City or other designee of the Finance Director, City of Miami Page 4 of 43 File Id: 09.01150b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Fiscal Year" means the period commencing on October 1 of each year and ending on the succeeding September 30, or such other consecutive 12-month period as may be hereafter designated as the fiscal year of the City pursuant to general law, "Fund" shall mean a fund created and established tinder this Resolution, "Government Obligations" paeans: (a) Direct obligations of, or obligations guaranteed by, the United States of America; (b) Any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state (i) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (ii) which are secured as to principal and interest. and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described in clause (a) hereof which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate, and (iii) as to which the principal of and interest on the bonds and obligations of the character described in clause (a) hereof which have been deposited in such fund along with arty cash on deposit in such fund are sufficient to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (b) on the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (i) of this clause (b), as appropriate; (c) Evidences of indebtedness issued by the Federal Horne Loan Banks, Federal Home Loan Mortgage Corporation (including participation certificates), Federal Financing Banks, or any other agency or instrumentality of the United States of America created by an act of Congress provided that the obligations of such agency or instrumentality are unconditionally guaranteed by the United States of America or any other agency or instrumentality of the United Slates of America or of any corporation wholly -owned by the United States of America; and (d) Evidences of ownership of proportionate interests in future interest and principal payments on obligations described in (a) held by a bank or trust company as custodian. "Insurance Policy" means a policy of municipal bond insurance, financial guaranty insurance, or similar credit enhancement provided by an Insurer. City of Miami Page 5 of 43 File Id: 09.01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Insurer" means the issuer of a municipal bond insurance policy guaranteeing the payment of principal and interest on the Series 2009 Bonds when due. "Interest Account" means the Interest Account wither the Sinking Fund established pursuant to Section 7,01 of this Resolution. "Interest Payment Date' rneans each January lst and July 1st, commencing on January 1, 2010.. "Interlocal Agreement" means the Interlocal Agreement entered between the City and County dated July I, 2009 regarding the use and disposition of the Convention Development Tax. "Mayor" means the Mayor of the City or, in his or her absence or inability to perform, such member of the Commission as may be appointed as acting Mayor of the City. "IViaximurn Annual Debt Service" means, at any time and with respect to all of the Series 2009 Bonds and any Additional Parity Obligations, the greatest Annual Debt Service Requirement in the then current or any succeeding Fiscal Year, "MLB Home Games" shall have the meaning ascribed to such term in the City Parking Agreement. "Non -Ad Valorem Revenues" means all revenues of the City derived from any source other than ad valorem taxation on real or personal property, which are legally available to make payments required .herein. "Official Statement" means that certain Official Statement with respect to the issuance of the Series 2009 Bonds, as such Official Statement shall be approved by the City Manager in accordance with the provisions of this Resolution. "Parking Revenues" means the revenues received by the City from the Stadium Operator with respect to the Project in connection with the MLB Horne Games pursuant to the City Parking Agreement (excluding the Parking Surcharge). "Parking Surcharge" means 80% of the portion which. i.s derived from the Project in connection with the Parking Revenues of the 15% parking surcharge that is charged at public parking facilities within the City approved by the electorate of the City on November 4, 2003, imposed pursuant to Section 166.271., Florida Statutes and pursuant to Ordinance No. 04-00466 enacted by the City Commission on July 22, 2004. "Paying Agent" means, initially, TD Bank, National Association and, thereafter, arty other agent which is an Authorized Depository, designated by the City by resolution to serve as a Paying Agent for the Series 2009 Bonds that shall have agreed to arrange for the timely payment of the principal of, redemption premium, if any, and interest on the Series 2009 Bonds City of Miami Page 6 of 43 File Id: 09-01150b tVersion 2) Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. to the registered owners thereof, from funds made available therefor by the City, and any successors designated pursuant to this Resolution. "Paying Agent and Registrar Agreement" means the Paying Agent and Registrar Agreement with respect to the Series 2009 Bonds between the City and the Paying Agent, or any successor thereto in its capacity as Paying Agent and Bond Registrar, substantially in the form attached hereto as Exhibit "13 " "Permitted investments" means and include such obligations as shall be permitted to be legal investments of the City by the laws of the State, "Pledged Funds" means collectively, the (i) Pledged Revenues (ii) all. monies, including Non -Ad Valorem Revenues deposited into the Funds and Accounts and (iii) the earnings on investments in the Funds and Accounts created herein pledged to secure the Bonds (with the exception of the Rebate Fund), "Pledged Revenues" means the Convention Development Tax, the Parking Revenues and the Parking Surcharge, "Principal Account" means the Principal Account within the Sinking Fund established pursuant to Section 7.01 of this Resolution. "Preliminary Official Statement" means the Preliminary Official Statement relating to the Series 2009 Bonds, to be dated as of the date of its distribution, substantially in the form attached hereto as Exhibit "C". "Project" means the construction of the parking appurtenant and ancillary facilities, including but not limited to, retail space surface lots and parking structures for not to exceed 6,000 parking spaces located at the site commonly referred to as the Marlins Baseball Stadium. "Rebate Fund" means the Rebate Fund established and pursuant to Section 9,08 of this Resolution, "Reserve Fund" means the Reserve Fund established pursuant to Section 7.01 of this Resolution. "Reserve Product" means bond insurance, a surety bond or a Ietter of credit or other credit facility used in lieu of or in substitution, in whole or in part, for any cash or securities on deposit in the Reserve Fund. "Reserve Product Provider" means any provider of a Reserve Product designated by the City Manager for deposit in the Reserve Fund. "Reserve Requirement" means, with respect to the Series 2009 Bonds, an amount equal to the lesser of (i) ten 10% percent of the proceeds of the Series 2009 Bonds, (ii) Maximum City of Miami Page 7 of 43 File Id: 09.01150b (Version 2) Printed On: 6!30f2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Annual Debt- Service for the Series 2009 Bonds, or (iii) one hundred twenty-five (125%) percent of the average Annual Debt Service Requirement for the Series 2009 Bonds. With respect to Additional Parity Obligations, Reserve Requirement shall be defined in a supplemental resolution, "Revenue Fund" means the Revenue Fund established pursuant to Section 7.01 of this Resolution. "Securities Depository" means The Depository Trust Company (a limited purpose trust company), New York, New York, until any successor Securities Depository shall have become such pursuant to the applicable provisions of this Resolution and, thereafter, "Securities Depository" shall mean the successor Securities Depository. Any Securities Depository shall be a securities depository that is a clearing agency under federal law operating and maintaining, with its participants or otherwise, a book -entry system to record ownership of beneficial interests in the Bonds, and to effect transfers of Series 2009 Bonds, in book -entry form, "Serial Bonds" means all Bonds other than Term Bonds. "Series 2009 Bonds" means collectively, the Series 2009A Bonds and Series 2009E Bonds. "Series 2009A Bonds" means the City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadium Project) authorized herein. "Series 2009E Bonds' means the City of Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2009E (Marlins Stadium Project) authorized herein. "Sinking Fund" means the Sinking Fund established pursuant to Section 7.01 of this Resolution. "Term Bonds" means Bonds for which Amortization Requirements are established on or before the date of delivery of the Bonds in accordance with the provisions of this Resolution. "Total Debt Service Requirement" means the aggregate Aiumal Debt Service Requirement for all Fiscal Years. "Underwriters" means, with respect to the Series 2009 Bonds, Merrill Lynch Pierce, Fenner & Smith Incorporated, REC Capital Markets, Inc., Raymond James & Associates, Inc., Morgan Keegan & Company, Inc. and Goldman Sachs & Co. SECTION 2.02 Singular/Plural. Words importing singular number shall include the plural number in each case and vice versa, and words importing persons shall include firms, corporations or other entities including governments or governmental bodies. Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neutral genders. City of Miami Page 6 of 43 File Id: 09-01150b (Version 2) Printed On: 6130/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ARTICLE III FINDINGS SECTION 3.01. Findings and Determinations. It is hereby ascertained, determined and declared that: A. It is in the best interests of the City, its citizens and taxpayers to issue the Series 2009 Bonds. B. The Series 2009 Bonds shall be payable from the Pledged Funds. C. There is expected to be sufficient Pledged Funds to pay the interest and principal on the Series 2009 Bonds as the same becomes due and payable. D. The Pledged Revenues are not now pledged or encumbered in any matter. E. Neither the City nor the State of Florida or any political subdivision thereof or governmental authority or body therein, shall ever be required to levy ad valorem taxes to pay the. Series 2009 Bonds and the Series 2009 Bonds shall not constitute a lien upon any properties owned by or situated within the City, except as provided herein with respect to the Pledged Funds, in the manner and to the extent provided .herein. F. In accordance with Section 218.385(1), Florida Statutes, as amended, the Commission hereby finds, determines and declares that a negotiated sale of the Series 2009 Bonds is in the best interests of the City due to the complexities of the market and timing of the issuance of the Series 2009 Bonds, ARTICLE IV THIS INSTRUMENT TO CONSTITUTE CONTRACT SECTION 4,01 Contract. In consideration of the acceptance of the Series 2009 Bonds authorized to be issued hereunder by those who .shall hold the same from time to time, this Resolution shall be deemed to be and shall constitute a contract between the City and the Bondholders. The covenants and agreements herein set forth to be performed by the City shall be for the equal benefit, protection and security of the Bondholders and all Series 2009 Bonds shall be of equal rank and without preference, priority or distinction over any other thereof, except as expressly provided herein. City of Miami Page 9 443 File Id: 09.01150b (Version 2) Printed On: 8/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ARTICLE V AUTHORIZATION,DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS SECTION 5,01 Authority for the Issuance of Series 2009 Bonds. The City hereby authorizes the issuance of the Series 2009 Bonds in three series and pursuant to the provisions hereof, to be known as "City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadium Project)" and "City of Miaini, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) are hereby authorized to be issued at one time or as needed in an aggregate principal amount not to exceed One Hundred Twenty Million Dollars ($120,000,000), for the purpose of, together with other available moneys, to pay for the cost of the Project, to fund a deposit to the Reserve Fund or pay cost of a Reserve Product and to pay the costs of issuance of the Series 2009 Bonds. SECTION 5.02 Description of Series 2009 Bonds. The Series 2009 Bonds shall be dated the date of their issuance; shall bear interest at such rate or rates .not exceeding the maximum rate allowed by State law, the actual rate or rates or method of determining rates shall be as determined and stated in the Bond Purchase Agreement; may be payable at such times as are fixed by the Bond Purchase Agreement; and shall mature on such date in such years and amounts as will be fixed by the Bond Purchase Agreement and may be Serial and/or Term Bonds. Each Series 2009 Bond shall bear interest from the interest Payment Date next preceding the date on which it is authenticated, unless authenticated on an Interest Payment Date, in which case it shall bear interest from such Interest Payment Date, or, unless authenticated prior to the first Interest Payment Date, in which case it shall bear interest from its date; provided, however, that if at the time of authentication interest is in default, such Series 2009 Bond shall bear interest from the date to which interest shall have been paid. The Series 2009 Bonds shall be .issued as fully registered, book -entry only bonds in the denomination of $5,000 each or any integral multiple thereof through the book -entry only system maintained by the Securities Depository, which will act as securities depository for the Series 2009 Bonds, as further described in Section 5.19 hereof. The Series 2009 Bonds may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and. regulations of any governmental authority or any usage or requirement of law with respect thereto. Each of the Series 2009 Bonds shall be numbered consecutively from 1 upward preceded by the Letter "R" prefixed to the number of the Series 2009 Bonds. The principal of and the interest on the Series 2009 Bonds shall be payable in any coin or currency of the United States of America which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of and redemption premium, if any, on the Series 2009 City of Miami Page 10 of 43 File Id: 09.011506 (Version 2) Printed On: 6130/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Bonds shall be payable upon presentation and surrender at the principal office of the Paying Agent. Interest on the Series 2009 Bonds shall be paid by check or draft drawn upon the Paying Agent and mailed to the registered owners of the Series 2009 Bonds at the addresses as they appear on the registration books maintained. by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the Interest Payment Date (the "Record Date"), irrespective of any transfer or exchange of such Series 2009 Bonds subsequent to such Record Date and prior to such Interest Payment Date, unless the City shall be in default in payment of interest due on such Interest Payment Date; provided, however, that (i) if ownership of Series 2009 Bonds is maintained in a book -entry only system by the Securities Depository, such payment may be made by automatic .funds transfer. (wire) to such Securities Depository or its nominee or (ii) if such Series 2009 Bonds are not maintained in a book -entry only system by the Securities Depository, upon written request of the holder of $1,000,000 or more in principal amount of Series 2009 Bonds, such payments may be made by wire transfer to the bank and bank account specified in writing by such holder (such bank being a bank within the continental United States), if such holder has advanced to the Paying Agent the amourit necessary to pay the cost of such wire transfer or authorized the Paying Agent to deduct the cost of such wire transfer from the payment due such holder. In the event of any default in the payment of interest, such defaulted interest shall be payable to the persons in whose names such Series 2009 Bonds are registered at the close of business on a special record date for the payment of such defaulted interest as established by notice deposited in the U.S. mails, postage prepaid, by the Paying Agent to the registered owners of the Series 2009 Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be mailed to the persons in whose names the Series 2009 Bonds are registered at the close of business on the fifth (5th) day (whether ❑r not a business day) preceding the date of mailing. The registration of any Series 2009 Bond may be transferred upon the registration books upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or instruments of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the Bondholder or his attorney -in -fact or legal representative containing written instructions as to the details of the transfer of such Series 2009 Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in accordance with the terms hereof enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2009 Bond or Bonds ❑f the same maturity and in authorized denomination or denominations, for the same aggregate principal amounttvand payable fro.rn the same source of funds, The. City and the Bond Registrar may charge the Bondholder for the registration of every transfer or exchange of a Series 2009 Bond an amount sufficient to reimburse theme for any tax, fee or any other governmental charge required (other than by the City) to be paid with respect to the registration of such transfer, and may require that such amounts be paid before any such new Series 2009 Bond shall be delivered. The City, the Bond Registrar, and the Paying Agent may treat the registered owner of any Series 2009 Bond as the absolute owner of such Series 2009 Bond for the purpose of City of Miami Page 11 of 43 File Id: 09.01150b (Version 2) Printed On: 5/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. receiving payment of the principal thereof and the interest and. redemption premium, if any, thereon. Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2009 Bonds, or other authorized denominations of the same series and maturity. SECTION 5,03 Execution of Series 2009 Bonds, The Series 2009 Bonds shall be executed in the name of the City by the City Manager and the seal of the City shall be imprinted, .reproduced or lithographed on the Series 2009 Bonds and attested to and countersigned by the Clerk. In addition, the City Attorney shall sign the Series 2009 Bonds, showing approval of the form and correctness thereof. The signatures of the City Manager, the Clerk and the City Attorney on the Series 2009 Bonds may be by facsimile. If any officer whose signature appears on the Series 2009 Bonds ceases to hold office before the delivery of the Series 2009 Bonds, his signature shall nevertheless be valid and sufficient for all purposes. In addition, any Series 2009 Bond may bear the signature of, or may be signed by, such persons as at the actual time of execution of such Series 2009 Bond shall be the proper officers to sign such Series 2009 Bond, although at the date of such Series 2009 Bond or the date of delivery thereof such persons may not have been such officers, Only such of the Series 2009 Bonds as shall have been endorsed thereon by a certificate of authentication substantially in the form hereinafter set forth in Section 5.10 hereof, duly manually executed by the Bond Registrar, shall be entitled to any right or benefit under this Resolution. No Series 2009 Bond shall be valid or obligatory for any purpose unless and until such certificate of authentication shall have been duty manually executed by the Bond Registrar, and such certificate of the Bond Registrar upon any such Series 2009 Bond shall be conclusive evidence that such Series 2009 Bond has been duly authenticated and delivered under this Resolution. The Bond Registrar's certificate of authentication on any Series 2009 Bond shall be deemed to have been duly executed if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Series 2009 Bonds that niay be issued hereunder at any one time. The foregoing notwithstanding, if, at any time, the City serves as the Bond Regish•ar under this Resolution, any Series 2009 Bonds deliveredduring such time that the City serves as the Bond Registrar shall be authenticated by the manual signature of the Finance Director, and the registered owner of any Series 2009 Bond so authenticated shall be entitled to the benefits of this Resolution. SECTION 5.04 Bonds Mutilated, Destroyed, Stolen or Lost, If any Series 2009 Bond is mutilated, destroyed, stolen or lost, the City or its agent may, iri its discretion (i) deliver a duplicate replacement Series 2009 Bond, or (ii) pay a Series 2009 Bond that has matured or is about to mature or has been called for redemption. A mutilated Series 2009 Bond shall be surrendered to and cancelled by the Bond Registrar. The Bondholder must furnish the City or its agent proof of ownership of any destroyed, stolen or lost Series 2009 Bond; post satisfactory indemnity; comply with any reasonable conditions the City or its agent may prescribe; and pay the reasonable expenses of the City or its agent City of Miami Page 12 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30l2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Any such duplicate Series 2009 Bond shall constitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2009 Bond be at any time found by anyone, and such duplicate Series 2009 Bond shall be entitled to equal and proportionate benefits and rights as to lien on, and source of payment of and security for payment from, the funds pledged to the payment of the Series 2009 Bond so mutilated, destroyed, stolen or lost. SECTION 5.05 Provisions for Redemption. The Series 2009 Bonds may be made subject to redemption prior to their maturity at such times and in such manner as set forth in the Bond Purchase Agreement and approved by the City Manager pursuant to the authority described herein. Notice of redemption shall be given by deposit in the U.S. mails of a copy of a redemption notice, postage prepaid, at Ieast thirty (30) days before the redemption date to all registered owners of the Series 2009 Bonds or portions of the Series 2009 Bonds to be redeemed at their addresses as they appear on the registration books to be maintained in accordance with the provisions hereof. Failure to mail any such notice to a registered owner of a Series 2009 Bond, or any defect therein, shall not affect the validity of the proceedings for redemption of any Series 2009 Bond or portion thereof with respect to which no failure or defect occurred. So long as all Series 2009 Bonds are held under a book -entry system by the Securities Depository, notices of redemption shall be sent only to the Securities Depository or its nominee. Selection of book -entry interests in the Series 2009 Bonds called, and notice of the call to the owners of those interests called, is the responsibility of the Securities Depository (or any successor securities depository) pursuant to its rules and procedures, and of its participants and indirect participants. Any failure of the Securities Depository (or any successor securities depository) to advise any participant, or of any participant or any indirect participant to notify the owner of a book -entry interest, of any such notice and its content or effect shall not affect the validity of any proceedings for the redemption of any Series 2009 Bonds. Such notice shall set forth the date fixed for redemption, the rate of interest borne by each Series 2009 Bond being redeemed, the name and address of the Bond Registrar and Paying Agent, the redemption price to be paid and, if less than all of the Series 2009 Bonds then Outstanding shall be called for redemption, the distinctive numbers and letters, including CUSIP numbers, if any, of such Series 2009 Bonds to be redeemed and, in the case of Series 2009 Bonds to be redeemed hi part only, the portion of the principal amount thereof to be redeemed. If any Series 2009 Bond is to be redeemed in part only, the notice of redemption which relates to such Series 2009 Bond shall also state that on or after the redemption date, upon surrender of such Series 2009 Bond, a new Series 2009 Bond or Series 2009 Bonds in a principal amount equal to the unredeemed portion of such Series 2009 Bond will be issued. If applicable, in the case of optional redemption only, such notice may be given as a conditional notice of redemption, in which case such notice shallstate the condition and provide that if such condition is not met on or prior to such redemption date, no such redemption shall occur. City of Miami Page 13 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30l2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Any notice mailed as provided in this Section shallbe conclusively presumed to have been duly given, whether or not the owner of such Series 2009 Bond receives such notice. The Bond Registrar shall not be required to transfer or exchange any Series 2009 Bond after the mailing of a notice of redemption nor during the period of fifteen (15) days next preceding mailing of a notice of redemption. SECTION 5.06 Effect of Notice of Redemption. Notice having been given .in the manner and under the conditions hereinabove provided, the Series 2009 Bonds or portions of Series 2009 Bonds so called for redemption shall, provided that all conditions to such redemption, if any are met, on the redemption date designated in such notice, become and be d.ue and payable at the redemption price provided for redemption of such Series 2009 Bonds or portions of Series 2009 Bonds on such date. On the date so designated for redemption, moneys for payment of the redemption price being held in separate accounts by the Paying Agent, an escrow agent or an Authorized Depository in trust for the registered owners of the Series 2009 Bonds or portions thereof to be redeemed, all as provided in this Resolution, interest on the Series 2009 Bonds or portions of Series 2009 Bonds so called for redemption shall cease to accrue, such Series 2009 Bonds and portions of Series 2009 Bonds shall cease to be entitled to any lien, benefit or security under this Resolution and shall be deemed paid hereunder, and the registered owners of such Series 2009 Bonds or portions of Series 2009 Bonds shall have no right in respect thereof except to receive payment of the redemption price thereof and, to the extent provided in Section 5.07 hereof, to receive Series 2009 Bonds for any unredeemed portions of the Series 2009 Bonds. SECTION 5.07 Redemption of Portion of Registered Bonds. In case part but not all of an outstanding fully registered Series 2009 Bond shall be selected for redemption, the registered owner thereof shall present and surrender such Series 2009 Bond to the designated Paying Agent for payment of the principal amount thereof so called for redemption, and the City shall execute and deliver to or upon the order of such registered owner, without charge therefor, for the unredeemed balance of the principal amount of the Series 2009Bonds so surrendered, a Series 2009 Bond or Series 2009 Bonds fully registered as to principal and interest. SECTION 5,08 Series 2009 Bonds Called for Redemption not Deemed Outstanding. Series 2009 Bonds or portions of Series 2009 Bonds that have been duly called for redemption under the provisions hereof, and with respect to which amounts sufficient to pay the principal of, redemption premium, if any, and interest to the date fixed for redemption shall be delivered to and held in separate trust accounts by an escrow agent, any Authorized Depository or any Paying Agent (other than the City) in trust for the registered owners thereof, as provided in this Resolution, shall not be deemed to be outstanding under the provisions of this Resolution and shall cease to be entitled to any lien, benefit or security under this Resolution, except to receive the payment of the redemption price on or after the designated date of redemption from moneys deposited with or held by the escrow agent, Authorized Depository or Paying Agent (other than the City), as the case may be, for such redemption of the Series 2009 Bonds and, to City of Miami Page 14 of 43 File Id: 09•01150b (Version 2) Printed On: 6/30f201 a THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the extent provided in the preceding section, to receive Series 2009 Bonds for any unredeemed portion of the Series 2009 Bonds. SECTION 5.09 Date for Payment of Series 2009 Bonds. If the date for payment of the principal of, redemption premium, if any, or interest on the Series 2009 Bonds is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payinent on such day shall have the same force and effect as if made on the nominal date of payment. SECTION 5.10 Form of Series 2009 Bonds. The text of the Series 2009 Bonds, the form of assignment for such Series 2009 Bonds and the authentication certificate to be endorsed. thereon shall be substantially in the following form, with such omissions, insertions and variations as may be necessary or desirable and authorized by this Resolution or as may be approved and made by the officers of the City executing the same, such execution to be conclusive evidence of such approval, including, without limitation, such changes as ntay be required for the issuance of w.lcertificated public obligations: [Remainder of Page Intentionally Lef t Blank] City of Miami Page 15 of 43 File Id: 09.011501a (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. [Form of Series 2009 Bond] No. R- $ UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF MrAMi [TAXABLE/TAX-EXEMPT] SI'ECIAL OBLIGATIOI. PARKING REVENUE BONDS, SERIES 2009[AJ[B] Interest Rate REGISTERED OWNER; PRINCIPAL AMOUNT: (MARLINS STADIUM PROJECT) Maturity Date Dated Date CUSIP 2009 DOLLARS The City of Miami, Florida (hereinafter called the "City"), for value received, hereby promises to pay to the Registered Owner identified above, or to registered assigns or legal representatives, to the extent and from the sources hereinafter mentioned, on the Maturity Date identified above (or earlier as hereinafter provided), the Principal Amount identified above, upon presentation and surrender hereof at the designated office of , as the Paying Agent for the Bonds, or any successor Paying Agent appointed by the City pursuant to the Resolution hereinafter referred to, and to pay, to the extent and from the sources herein described, interest on the principal sum from the dale hereof, or from the most recent Interest Payment Date to which interest has been paid, at the Interest Rate per annum identified above, until payment of the principal sum, or until provision for the payment thereof has been duly provided for, such interest being payable on the first day of and the first day of of each year, commencing on . interest will be paid by check or draft mailed to the registered owner hereof at his address as it appears on the registration books of the City maintained by . as Bond Registrar, at the close of business on the fifteenth (15th) day (whether or not a business day) of the month next preceding the Interest Payment Date (the "Record Dale"), irrespective of any transfer or exchange of such Bond subsequent to each Record Date and prior to such Interest Payment Date, unless the City shall be in default in payment of interest due on such Interest Payment Date. In the event of any such default, such defaulted interest shall be payable to the person in whose name such Bond is registered at the close of business on a special record date for the payment of such defaulted interest as established by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the City of Miami Page 16 of 43 Fite Id: 09.01150b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. registered owners of Bonds not less than fifteen (15) days preceding such special record date. Such notice shall be rnailed to the persons in whose naives the Bonds are registered at the close of business on the fifth (5th) day (whether or not a Business Day) preceding the date of mailing. This Bond is a part of a duly authorized issue of bonds of the City designated as its [Taxable/Tax-Exempt] Special Obligation Parking Revenue Bonds, Series 2009[A][B] (Marlins Stadium Project) (the "Series 2009 Bonds") in the aggregate principal amount of $ issued pursuant to the Act (defined below) in order to provide funds to pay for the construction of the Project, to fund a Reserve Fund, and to pay certain costs of issuance. The Series 2009 Bonds will be issued in authorized denominations of $5,000 and integral multiples of $5,000 un excess thereof. This Bond is issued under the authority of and in full compliance with the Constitution and the Laws of the State, including particularly Chapter 166, Florida Statutes, as amended and Part VII of Chapter 159, Florida Statutes, as amended, the Charter of the City and other applicable provisions of law (collectively, the "Act"), Resolution No. R-09- , duly adopted by the Commission of the City on (the "Resolution"). This Bond is subject to all the terms and conditions of the Resolution, and capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Resolution. This Bond is secured by a lien on and pledge of the (i) Pledged Revenues, (ii) all monies, including Non -Ad Valorem Revenues deposited into the Funds and Accounts, and (iii) the earning on investments in the Funds and Accounts created under the Resolution (with the exception of the Rebate Fund) (collectively, the "Pledged Funds") and is payable solely from such Pledged Funds ,all it the manner provided in the Resolution. The City is not obligated to pay this Bond or the interest hereon except as provided in the Resolution, and the full faith and credit of the City are not pledged for the payment of this Bond and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter provision or limitation; and it is expressly agreed by the Holder of this Bond that such Holder shall never have the right to require or compel the exercise of the ad valorem taxing power of the City, the State of Florida or any political subdivision thereof or taxation in any form of any real or personal property therein, for the payment of the principal of and interest on this Bond or the making of any other payments provided for in the Resolution. If the Pledged Revenues on deposit in the Revenue Fund are not sufficient to pay principal and interest and other payments required by the Resolution when due, the City covenanted and agreed to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency of the Annual Debt Service Requirement with respect to all Bonds outstanding hereunder for the applicable Fiscal Year, plus an amount sufficient to satisfy the other payment obligations of City of Miami Page 17 of 43 File [d: 09-01150h {Version 2) Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the City as provided in the Resolution for the applicable Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be cumulative, and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to make all required payments hereunder as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate Funds and Accounts, hereunder; provided, however, that such covenant shall not constitute a lien, either- legal or equitable, on any of the City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the City from pledging in the future any of its legally available Non -Ad Valorem Revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally available Non -Ad Valorem Revenues. Anything herein to the contrary notwithstanding, all obligations of the City hereunder shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted and appropriated and deposited into the Funds and Accounts created pursuant to the Resolution, as provided for therein, The City may not expend moneys not appropriated or in excess of its current budgeted revenues. The obligation of the City to budget, appropriate and make payments hereunder from its legally available Non -Ad Valorem Revenues is subject to the availability of legally available Non -Ad Valorem Revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the marcher described herein Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in all respects to the restrictions of Section 166.241, Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are legally mandated by applicable law, Notwithstanding the foregoing covenant of the City, the City does not covenant to maintain any services or programs now provided or maintained by the City which generate Non -Ad Valorem Revenues. It is further agreed between the City and the Holder of this Bond that this Bond and the obligation evidenced thereby shall not constitute a lien upon property of or in the City, but shall constitute a lien only on the Pledged Funds, all in the manner provided in the Resolution. Reference is hereby made to the Resolution for the provisions, among others, relating to the term, lien and security of the Series 2009 Bonds, the custody and application of the proceeds of the Series 2009 Bonds, continuing disclosure obligations of the City, the rights and remedies of the Bondholder, the extent of and limitations on the City's rights, duties and obligations and the provisions permitting the issuance of additional parity indebtedness, to all of which provisions the Bondholder hereof for himself and his successors in interest assents by acceptance of this Bond. City of Miami Pale 18 of 43 File Id: 09-01150b (Version 2) Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Neither the members of the governing body of the City nor any person executing the Series 2009 Bonds shall be liable personally on the Series 2009 Bonds by reason of their issuance. [INSERT TI-IE FOLLOWING REDEMPTION PROVISIONS ONLY IF BONDS ARE MADE SUBJECT TO REDEMPTION] (a) Optional Redemption of Bonds. The Series 2009 l3onds are subject to optional redemption and payment at any time, at the option of the City, as a whole or in part at a redemption price equal to 100% of the principal amount thereof with accrued interest to the redemption date. The City may select amounts and maturities or portions of maturities of Series 2009 Bonds for optional redemption at the City's sole discretion, except that any redemption of Tenn Bonds will reduce pro rata any remaining sinking fund redemption amounts of the Term Bonds remaining outstanding. (b) .Mandatory Sinking Fund Redemption. The Series 2009 Bonds maturing on shall be subject to mandatory sinking fund redemption by the City on each July 1 "- of the years specified below, in the amounts of the Amortization Requirement set forth below at a redemption price of 100% of the principal amount thereof. Year *Maturity Amortization Requirement Year Amoi tization Requirement 1-lowever, the principal amount of the Series 2009 Bonds required to be redeemed on each such sinking fund redemption date shall be reduced by the principal amount of the Series 2009 Bonds specified by the City at Ieast 45 days prior to the redemption date that have been either (i) purchased by or on behalf of the City and delivered to the Bond Registrar for cancellation, or (ii) redeemed other than through the operation of the provisions of this paragraph (b), and that have not been previously made the basis for a reduction of the principal amount of the Series 2009 Bonds to be redeemed on a sinking .fund redemption date. Notice of call for redemption is to be given by mailing a copy of the redemption notice by registered or certified mail al- least thirty (30) days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books maintained by the Bond Registrar, or any successor Bond Registrar appointed by the City pursuant to the Resolution. Failure to give such notice by mailing to any Bondholder, or arty defect therein, shall not affect the validity of the proceedings for the redemption of any Bond o.r portion thereof with respect to which no such failure or defect has occurred. All such Bonds called for redemption and for the retirement of which funds are duly provided will cease to bear interest on such redemption date. So long as this Bond is held under a book -entry system City of Miami FWe 19 of 43 Flle Id: 09.01150b (Version 2) Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. by the Securities Depository, notice of redemption shall be sent only to the Securities Depository or its nominee. In the case of optional redemption only, such notice may be given as a conditional notice of redemption as provided in the Resolution. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication endorsed hereon shall have been manually signed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE ADDITIONAL PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH ADDITIONAL PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF FULLY SET FORTH IN THIS PLACE. This Bond is and has all the qualities and incidents of an investment security wader the Uniform Commercial Code -Investment Securities Law of the State of Florida. IN WITNESS WHEREOF, the City of Miami, Florida, has issued this Bond and has caused the sane to be signed by its City Manager and attested and countersigned by its City Clerk, either manually or with their facsimile signatures, and its seal to be affixed hereto or a facsimile of its seal to be reproduced hereon, all as of the day of , 2009. CITY OF MIAMI, FLORIDA (SEAL) By: City Manager ATTESTED AND COUNTERSIGNED: By; APPROVED AS TO FORM City Clerk AND CORRECTNESS City of Miami Paae 20 of 43 By: City Attorney File Id: 09-01150b (Version 2) Printed On: 6l3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. [CERTIFICATE OF ATJTHENTICATION] This Bond is one ❑f the Bonds designated in and executed under the provisions of the within mentioned Resolution. Date ,as Bond Registrar By: Authorized Officer of Authentication: [To be printed on the reverse side of Registered Bondsl City of Miami Page 21 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. ADDITIONAL PROVISIONS This Bond may be transferred upon the registration books of the City upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or instrr.unent-s of transfer in form and with guaranty of signature satisfactory to the Bond Registrar, duly executed by the registered owner of this Bond or by his attorney -in -fact or legal representative, containing written instructions as to the details of transfer of this Bond, along with the social security number or federal employer identification number of such transferee. In all cases of a transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest practical time in accordance with the provisions of the Resolution enter the transfer of ownership in the registration books and shall deliver in the name of the new transferee or transferees a new fully registered Series 2009 Bond or Series 2009 Bonds of the same maturity and of authorized denomination or denoininations, for the same aggregate principal amount and payable from the same source of funds. The City and the Bond Registrar may charge the owner of such Series 2009 Bond for the registration of every transfer or exchange of a Series 2009 Bond an amount sufficient to reirnbu rse 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, an.d may require that such arnounts be paid before any such new Series 2009 Bond shall be delivered. If the date for payment of the principal of, redemption premium, if arty, or interest on this Bond is not a Business Day, then the date for such payment shall be the next succeeding Business Day, and payment on such day shall have the same force and affect as if made on the nominal date of payment, The City has established a book -entry system of registration for the series of Bonds of which this is one, Except as specifically provided otherwise in the Resolution, an agent will hold this Bond on behalf of the beneficial owner hereof. By acceptance of a confirmation of purchase, delivery or transfer, the beneficial owner of this Bond shall be deemed to have agreed to such arrangement. It is hereby certified and recited that this Bond is authorized by and is issued in conformity with the requirements of the Constitution and statutes of the State of Florida; that all acts, conditions and things required to exist, to happen, and to be performed precedent to the issuance of this Bond exist, have happened and have been performed in regular and due form and time as required by the laws and Constitution of the State of Florida applicable hereto; and that the issuance of the Bonds of this issue does not violate any constitutional or statutory limitation or provision. City of Miami Pane 22 of 43 File Id: 00-01150b (Version 2) Printed on: 6130/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 'Form of Abbreviations for Series 2009 Bonds] The following abbreviations, when used in inscription on the face of the within Bond, shall be construed as though they were written out in full according to applicable laws or regulations; TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian TEN ENT - as tenants by the (Cult) entireties ]T TEN - as joint tenants withunder Uniform. Gifts to Minors right of survivorship Act and not as tenants in (State) common Additional abbreviations may also be used though not in the above list, (Minor City of Mfami Page 23 of 43 File Id: 09-011501) (Version 2) Printed On: 6/30,2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. assigns [Form of Assignment for Series 2009 Bonds] ASSIGNMENT FOR VALUE RECEIVED, the undersigned (the "Transferor") hereby sells, and transfers unto (the 'Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE the within Board and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to registrar the transfer of the within Board on the books kept for registration and registration of the transfer thereof, with hill power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signatures} must be guaranteed by a member firm of the New York Stock Exchange or a member finn of any other recognized national securities exchange or a commercial bank or a trust company. NOTICE: No transfer will be registered and rio new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the name as it appears upon the face of the will -tin Bond in every particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. [End of Form of Series 2009 Bondi City of i 1iami Page 24 of 43 File WI 09-01150b (Version 2) Printed On: 6/30I2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 5.11 Application of Series 2009 Bond Proceeds. The proceeds received from the sale of the Series 2009 Bonds shall be applied by the City, simultaneously with delivery of the Series 2009 Bonds as provided in a certificate of the City Manager delivered at closing. A portion of the proceeds of the Series 2009 Bonds in an amount required to assure payment in full of the cost of the Project shall be deposited into the Construction Ikrnd which is hereby created and established. There shall be established two subaccounts within the Construction Fund to be known as the Series 2009A Construction Account and the Series 2009E Construction Account. Proceeds of the Series 2009A Bonds shall be deposited into the Series 2009A Construction Account and proceeds of the Series 2009B Bonds shall be deposited into the Series 2009E Construction Account. Withdrawals from the Construction Fund shall be made only for costs of the Project, including any amounts to be reimbursed to the City. The City's share of any liquidated damages or other moneys paid by defaulting contractors or their sureties, and all proceeds of insurance compensating for damages to the Project during the period of construction, shall be deposited in the Construction Fund to assure completion of the Project. When the construction of the Project has been completed and all construction costs have been paid in full, all funds remaining in the Construction Fund shall be deposited into the Sinking Fund hereinafter established, and the Construction Fund shall be closed. SECTION 5,12 Temporary Bonds. Pending the preparation of definitive Series 2009 Bonds, the City may execute and deliver temporary Series 2009 Bonds, Temporary Series 2009 Bonds shall be issuable as registered Series 2009 Bonds without coupons, of any authorized denomination, and substantially in the form of the definitive Series 2009 Bonds but with such omissions, insertions, and variations as may be appropriate for temporary Series 2009 Bonds, all as may be determined by the City. Temporary Series 2009 Bonds may contain such reference to any provisions of this Resolution as may be appropriate, Every temporary Series 2009 Bond shall be executed and authenticated upon the same conditions and in substantially the same mariner, and with like effect, as the definitive Series 2009 Bonds. As promptly as practicable the City shall execute and shall furnish definitive Series 2009 Bonds and hereupon temporary Series 2009 Bonds may be surrendered in exchange for definitive Series 2009 Bonds without charge at the principal office of the Bond Registrar, and the Bond Registrar shall authenticate and deliver in exchange, for such temporary Series 2009 Bonds a like aggregate principal amount of definitive Series 2009 Bonds of authorized denominations. Until so exchanged, the temporary Series 2009 Bonds shall be entitled to the same benefits under this Resolution as definitive Series 2009 Bonds. SECTION 5,13 Delegated Awards; Authorization and Approval of Bond Purchase Agreement. Subject to full satisfaction of the conditions set forth in this Section, the City Commission of the City hereby authorizes a delegated negotiated sale of the Series 2009 Bonds City of Miami Page 25 of 43 File Id: 09-61150b {Version 2) Printed On; 6/30I2014 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. to the Underwriters in accordance with the terms of the Bond Purchase Agreement in accordance with the provisions of this Section (including, without limitation, making the final determination concerning the structuring and marketing of the Series 2009 Bonds to obtain the most favorable rating and interest rate on the Series 2009 Bonds), and the execution and delivery of the Bond Purchase Agreement shall be deemed conclusive evidence of the full and complete satisfaction of the conditions set forth in this Section. Notwithstanding the foregoing, prior to execution of the Bond Purchase Agreement all of the following conditions shall have been satisfied: 1.. Receipt by the City Manager of a written offer to purchase the Series 2009 Bonds by the Underwriters substantially in the form of the Bond Purchase Agreement, said offer to provide for, among other things: (a) 2009 Bonds; the issuance of not exceeding $120,000,000 aggregate principal amount of Series (b) a purchase price of not less than ninety -rune percent (99%) (inclusive of -u derwriters' discount, but not inclusive of original issue discount; the original. issue discount may be such as is necessary to market and sell the Series 2009 Bonds) of the original principal amount of the each series of Series 2009 Bonds; (c) with respect to the Series 2009A Bonds (i) a true interest cost of not more than 6.50% per annum and (ii) the final maturity of the Series 2009A Bonds being no tater than July 1, 2040; and (d) with respect to the Series 2009E Bonds (I) a true interest cost of not more than 8.50% per ara-mm and (ii) the final maturity of the Series 2009f3 Bonds being no later than July 1, 2040 2. The Series 2009 Bonds shall be subject to such optional and mandatory redemption provisions as provided in the Bond Purchase Agreement; provided that the optional redemption premium shall not exceed 102%. The City Manager, in consultation with the Finance Director, Bond Counsel and the financial advisor, is authorized to determine such redemption provisions as are most advantageous to the sale of tale Series 2009 Bonds, all as provided in the Bond Purchase Agreement. 3, Receipt by the City Manager from the Underwriters of a disclosure statement and truth -in -bonding information complying with Section 218.385, Florida Statutes and substantially in the form attached to the Bond Purchase Agreement, City of Miami Page 26 of 43 File Id; 09-01150b (Version 2) Printed On; 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Upon satisfaction of the conditions set forth in this Section, the City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Bond Purchase Agreement, within the parameters for the Series 2009 Bonds set forth above in this Section 5.13. The execution and delivery of the Bond Purchase Agreement is hereby authorized and approved and the City Manager .is hereby authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "A", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City's financial advisor, the City Attorney and Bond Counsel. The execution, attestation and delivery of the Bond Purchase Agreement, as described hereon, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. SECTION 5,14 Authorization and Approval of Negotiated Sale of Series 2009 Bonds. Based on the findings set forth in Article III hereof and satisfactory compliance with Section 5.13 hereof, the City Commission hereby approves the negotiated sale of the Series 2009 Bonds to the Underwriters, and the Series 2009 Bonds shall be sold and awarded to the Underwriters, upon the terms and conditions set forth herein and as set forth in the Bond Purchase Agreement. SECTION 5.15 Approval of Form of Paying Agent and Registrar Agreement; Appointment of Paying Agent and Bond Registrar. The execution and delivery of the Paying Agent and Registrar Agreement is hereby authorized and approved. The City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Paying Agent and Registrar Agreement. The City Manager is hereby authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the Paying Agent and Registrar Agreement in substantially the form approved at this meeting and attached hereto as Exhibit "B", subject to such changes, insertions and omissions and such filling in of blanks therein as hereafter may be approved and made by the City Manager upon the advice of the City Attorney and Bond Counsel. The execution, attestation and delivery of the Paying Agent and Registrar Agreement, as described herein, shall be conclusive evidence of the City's approval of any such determinations, changes, insertions, omissions or filling in of blanks. TD Bank, National Association is hereby appointed as the initial Paying. Agent and the initial Bond Registrar for the Series 2009 Bonds. SECTION 5.16 Preliminary Official Statement; Official Statement. The use of a Preliminary Official Statement in connection with the marketing of the Series 2009 Bonds is hereby authorized. The Preliminary Official Statement in substantially the form attached hereto as Exhibit "C" is hereby approved with such changes, insertions and omissions and such filling in of blanks therein as may be approved by the City Manager. The City Manager is hereby authorized to approve and execute, on behalf of the City, an Official Statement relating to the Series 2009 Bonds with such changes from the Preliminary Official Statement, within the authorizations and limitations contained herein, as the City Manager in consultation with the City Attorney, Bond Counsel and the City's disclosure counsel in his sole discretion, may approve, such execution to be conclusive evidence of such approval. The City Manager is hereby authorized to deem the Preliminary Official Statement final for the purposes of Rule City of Miami Page 27 of 43 File Id: 09.01154b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 15c2-12 of the Securities and Exchange Commission (the "Rule"), and to execute such documents as may be necessary therefore. The City Manager or his designee is hereby authorized to provide for the printing of the Preliminary Official Statement and the Official Statement by the lowest and most responsive bidder therefor and the payment of the cost of such printing is hereby authorized to be paid from the proceeds of the Series 2009 Bonds. SECTION 5.17 Continuing Disclosure. For the benefit of the holders and beneficial owners from time to time of the Series 2009 Bonds, the City agrees in accordance with the Rule, and as the only obligated person with respect to the Series 2009 Bonds under the Rule, to provide or cause to be provided such financial information and operating data, financial statements and notices, in such manner, as may be required for purposes of paragraph (b)(5) of the Rule. In order to describe and specify certain terms of the City's continuing disclosure agreement, including provisions for enforcement, amendment a.nd termination, the Finance Director is hereby authorized and directed to sign and deliver, in the name and on behalf of the City, a Disclosure Dissemination Agent Agreement (the "Continuing Disclosure Agreement") with Digital Assurance Certification LLC ("DAC"), in substantially the form attached hereto as Exhibit "D", with such changes, insertions and omissions and such filling -in of blanks therein as may be approved by the Finance Director and in consultation with the City Attorney, Bond. Counsel and the City's disclosure counsel, the final form of which is to be approved by the City Attorney. The execution and delivery of the Continuing Disclosure Agreement for and on behalf of the City by the Finance Director, shall be deemed conclusive evidence of the City's approval of the Continuing Disclosure Agreement. Notwithstanding any other provisions of this Resolution, any failure by the City to comply with any provisions of the Continuing Disclosure Agreement or this Section 5.18 shall not constitute a default under the Resolution and the remedies therefor shall be solely as provided in the Continuing Disclosure Agreement. DAC is hereby appointed dissemination agent under the Continuing Disclosure Agreement. The Finance Director 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 remaking any filing in accordance with such agreement, the Finance Director shall consult with, as appropriate, the City Attorney. Bond Counsel. or the City's disclosure counsel. The Finance Director, acting in the name and on behalf of the City, shall be entitled to rely upon any legal advice provided by the City Attorney, Bond Counsel or the City's disclosure counsel in determining whether a filing should be made. SECTION 5.18 Qualification for the Securities Depository. Notwithstanding any other provision hereof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take such actions as may be necessary to qualify the Series 2009 Bonds for deposit with the Securities Depository in accordance with the Blanket Issuer Letter of Representations dated October 4, 1995 from the City to Securities Depository (the "Securities Depository Agreement") and the taking of all actions required by such Securities Depository Agreement, wire transfers of interest and principal payments with respect to the Series 2009 Bonds, utilization of electronic book -entry data received from the Securities Depository in place of actual delivery of Series City of Miami Page 28 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 2009 Bonds and provisions of notice with respect to Series 2009 Bonds registered by Securities Depository (or any of its designees identified to the City, the Bond Registrar or the Paying Agent) by overnight delivery, courier service, telegram, teiecopy or other similar means of communication. SECTION 5,19 Insurance Policy, Reserve Product and Credit Facility. In order to produce the lowest true interest cost possible for the Series 2009 Bonds or any portion thereof, the City Manager is hereby authorized to negotiate an Insurance Policy, a Reserve Product and a Credit Facility with respect to any or all of the Series 2009 Bonds, if, after consultation with the Finance Director and the Financial Advisor, the City Manager determines that obtaining such an Insurance Policy, a Reserve Product or a Credit Facility is in the best interests of the City. The City is hereby authorized to provide for the payment of the premium of the Insurance Policy, any costs of the Reserve Product and any costs of a Credit Facility from the proceeds of the issuance of the Series 2009 Bonds and to enter into such agreements as may be necessary to secure such Insurance Policy, a Reserve Product or Credit Facility, with the City Manager's execution of any such agreement(s) 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 Bond Counsel in connection with any such agreemei-U(s). ARTICLE VI SOURCE OF PAYMENT OF SERIES 2009 BONDS; SPECIAL OBLIGATIONS OF THE CITY SECTION 6.01 Series 2009 Bonds Not to be General Obligation or Indebtedness of the City. The Series 2009 Bonds shall not be deemed to constitute general obligations or a pledge of the faith and credit of the City, the State or any political subdivision thereof within the meaning of any constitutional, legislative or charter provision or limitation, but shall be payable solely from and secured by a lien upon and a pledge of the Pledged Funds, in the manner and to the extent herein provided, No Bondholder shall ever have the right, directly or indirectly, to require or compel the exercise of the ad valorem taxing power of the City, the State or any other political subdivision of the State or taxation in any forum on any real or personal p.roperty to pay the Series 2009 Bonds or the interest thereon, nor shall any Bondholder be entitled to payment of such principal of, redemption premium, if any and interest from any other funds of the City other than the Pledged Funds, all in the manner and to the extent herein provided. The Series 2009 Bonds and the indebtedness evidenced thereby shall not constitute a lien upon any real or personal property of the City, or any part thereof, or any other tangible personal property of or in the City, but shall constitute a lien only on the Pledged Funds, all in the inarner and to the extent provided herein. SECTION 6.02 Pledge. The payment of the principal of and interest on the Series 2009 Bonds shall be secured forthwith equally and ratably by an irrevocable lien on the PIedged City of Miami Page 29 of 43 File Id: 09.01150b (Version 2) Printed On: 613012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Funds. The City does hereby irrevocably pledge such Pledged Funds to the payment of the principal of, redemption premium, if any, and interest on the Series 2009 Bonds and for all other payments as provided herein, in the order of priorities set forth herein, SECTION 6,03 Covenant to Budget and Appropriate. If the Pledged Revenues on deposit in the Revenue Fund are not sufficient to pay principal and interest on the fifth (59 day prior to the due date of such payments and other payments required by this Resolution when due, the City hereby covenants and agrees to the extent permitted by and in accordance with applicable law and budgetary processes, to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by amendment if necessary, and to deposit to the credit of the Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available in an amount which is equal to the deficiency of the Armual Debt Service Requirement with respect to all Bonds outstanding hereunder for the applicable Fiscal Year, plus an amount sufficient to satisfy the other payment obligations of the City hereunder for the applicable Fiscal Year. Such covenant and agreement on the part of the City to budget and appropriate sufficient amounts of legally available Non -Ad Valorem Revenues shall be cumulative, and shall continue until such legally available Non -Ad Valorem Revenues in amounts sufficient to make all required payments hereunder as and when due, including any delinquent payments, shall have been budgeted, appropriated and actually paid into the appropriate Funds and Accounts, hereunder; provided, however, that such covenant shall not constitute a lien, either legal or equitable, on any of the City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it preclude the City from pledging in the future any of its legally available Non -Ad Valorem Revenues or other revenues to other obligations, nor shall it give the Bondholders a prior claim on the legally available Non -Ad Valorem Revenues. Anything herein to the contrary notwithstanding, all obligations of the City hereunder shall be secured only by the legally available Non -Ad Valorem Revenues actually budgeted and appropriated and deposited into the Funds and Accoiunts created hereunder, as provided for herein. The City may not expend moneys not appropriated or in excess of its current budgeted revenues. The obligation of the City to budget, appropriate and make payments hereunder from its legally available Non -Ad Valorem Revenues is subject to the availability of legally available Non -Ad Valorem Revenues after satisfying funding requirements for obligations having an express lien on or pledge of such revenues and after satisfying funding requirements for essential governmental services of the City. However, the covenant to budget and appropriate in its general annual budget for the purposes and in the manner stated herein shall have the effect of making available in the manner described 'herein Non -Ad Valorem Revenues and placing on the City a positive duty to budget and appropriate, by amendment, if necessary, amounts sufficient to meet its obligations hereunder; subject, however, in al] respects to the restrictions of Section 166,241, Florida Statutes, which provides, in part, that the governing body of each municipality make appropriations for each Fiscal Year which, in any one year, shall not exceed the amount to be received from taxation or other revenue sources; and subject further, to the payment of services and programs which are for essential public purposes affecting the health, welfare and safety of the inhabitants of the City or which are .legally mandated by applicable law. Notwithstanding City of Miami Page 30 of 43 File Id: 09-01150b (Version 2j Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. the foregoing covenant of the City, the City does not covenant to maintain any services or programs now provided or maintained by the City which generate Non -Ad Valorem Revenues. ARTICLE VII CREATION AND USE OF FUNDS AND ACCOUNTS; DISPOSITION OF REVENUES SECTION 7.01 Creation of Revenue Fund, Sinking Fund and Accounts and the Reserve Fund. There is hereby established the "Revenue Fund", the "Sinking Fund" and the "Reserve Fund." There are established within the Sinking Fund three separate Accounts therein designated as the "Interest Account," the "Principal Account" and the "Bond Amortization Account". The Revenue Fund, the Sinking Fund and the Reserve Fund established hereunder and all Accounts therein shall constitute trust funds for the purpose herein provided, shall be delivered to and held by the Finance Director (or an Authorized Depository designated by the Finance Director), in each case who shall act as trustee of such funds for the purposes hereof, and shall at all times be kept separate and distinct from all other funds of the City and used only as herein provided. The designation and establishment of the various Funds and Accounts in and by this Resolution shall not be construed to require the establishment of any completely independent, self -balancing funds as such term is commonly defined and used in governmental accounting, but rather is intended solely to constitute an earmarking of certain revenues of the City for certain purposes and to establish certain priorities for application of such revenues and assets as herein provided,. Moneys held in the Fund and Accounts (except the Rebate Fund), are Pledged Funds and shall be subject to a lien and charge in favor of the holders and registered owners of the Series 2009 Bonds and any Additional Parity Obligations as herein provided. SECTION 7.02 Disposition of Revenues. The City covenants and agrees that it will pay or cause to be paid into the Revenue Fund, as promptly as practicable after receipt thereof, all of the Pledged Revenues and the Non -Ad Valorem Revenues as required by Section 6.03 hereof, Monies in the Revenue Fund shall be transferred and applied as .follows: (1) To the full extent necessary, for deposit into the Interest Account in the Sinking Fund, on the fifth (5th) day preceding each Interest Payment Date, such sums as shall be sufficient to pay the interest becoming due on the Bonds on each such Interest Payment Date; provided, however, that such deposits for interest shall not be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. City of Miami Page 31 of 43 File Id: 09.01150b (Version 2) Printed On: 6/3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City shall, on or before each interest Payment Date, transfer to the Paying Agent moneys in an amount equal to the interest due on such Interest Payment Date or shall, prior to such Interest Payment Date, advise the Paying Agent of the amount of any deficiency in the amount so to be transferred. (2) (a) To the full extent necessary, for deposit in the Principal Account in the Sinking Fund, on the fifth (5th) day preceding each principal maturity date, the principal amount of Serial Bonds which will mature and become due on such maturity dates; provided, however, that such deposits for principal shall not be required to be made into the Principal Account to the extent that money on deposit therein is sufficient for such purpose. The City shall, on or before each principal payment date, transfer to the Paying Agent moneys in an amouunt equal to the principal due on such principal payment date. (b) To the full extent necessary, for deposit into the Bond Amortization Account in the Sinking Fund, on the fifth (5th) day preceding each redemption or maturity date, the Amortization Requirements as may be necessary for the payment of the Terra Bonds payable from the Bond Amortization Account on such redemption or maturity dates. The moneys in the Bond Amortization Account shall be used solely for the purchase or redemption of the Term Bonds payable therefrom. The City may at any time purchase any of said Term Bonds at prices not greater than the principal amount thereof and credit the principal amount purchased against the Amortization Installment due. The City shall be nandatorily obligated to use any moneys in the Bond Amortization Account not applied to purchase Term Bonds for the redemption prior to maturity of such Terra Bonds in such manner and at such times as the same are subject to mandatory redemption. If, by the application of moneys in the Bond Amortization Account, the City shall purchase or call for redemption in any year Term Bonds in excess of the Amortization Requirements for such year, such excess of Term Bonds so purchased or redeer ned shall be credited in such manner and at such times as the Finance Director shall determine over the remaining payment dates. The City shall, on each redemption or maturity date, transfer to the Paying Agent moneys in an amount equal to the payments due on the Term Bonds on such redemption or maturity date. (3) To the full extent necessary, for deposit in the Reserve Fund on or before the next succeeding Interest Payment Date following a draw on the Reserve Fund, an amount which, together with funds on deposit therein, will be sufficient to make the funds on deposit therein, except as otherwise hereinafter provided, equal to the Reserve Requirement for the Bonds. City of Miaml Page 32 of 43 Pile Id: 09.01150b (Version 2) Printed On: 0/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Moneys in the Reserve Fund shall be used only for the purpose of payments of Amortization Installments, principal of, or interest on the Bonds when other moneys allocated to the Sinking Fund are insufficient therefore, and for no other purpose. (4) In lieu of or in substitution for cash or securities on deposit in the Reserve Fund, the City may fund the Reserve Requirement, in whole or in part, with a Reserve Product issued by a Reserve Product Provider hi an amount equal to the difference between the Reserve Requirement and the sums then on deposit in the Reserve Fund or to remain on deposit in the Reserve Fund, Such Reserve Product must provide for payment on any interest or principal payment date (provided adequate notice is given) on which a deficiency exists (or is expected to exist) .in moneys held hereunder for a payment with respect to the Series 2009 Bonds which cannot be cured by moneys in any other Fund or Account held pursuant to this Resolution and available for such purpose, and which shall name the Paying Agent or an Authorized Depository who has agreed to serve as trustee for the benefit of the Bondholders as the beneficiary thereof, In no event shall the use of such Reserve Product be permitted if it would cause an impairment vn any existing rating on the Series 2009 Bonds, If a disbursement is nnad.e from a Reserve Product, the City shall be obligated to reinstate the maximum limits of such Reserve Product on or before the next succeeding Interest Payment Date following such disbursement or to replace such Reserve Product by depositing into the Reserve Fund from the first Pledged Revenues available for deposit pursuant to clause (3) above, moneys in the maximum amount originally payable under such Reserve Product plus the amount necessary to reimburse the Reserve Product Provider for previous disbursements made pursuant to such Reserve Product, or a combination of such alternatives, and for purposes of clause (3) above, amounts necessary to satisfy such reimbursement obligation and other obligations of the City to a Reserve Product Provider (the "Policy Costs") shall be deemed required deposits into the Reserve Fund, but shall be used by the City to satisfy its obligations to the Reserve Product Provider. If funds on deposit in the Reserve Fund exceed the Reserve Requirement with respect to the Series 2009 Bonds and any Additional Parity Obligations, such excess shall be transferred to the City annually to be used for any lawful purpose, provided that such excess shall be first applied to cure any deficiencies in the Sinking Fund, including the Accounts therein, and then shall be released to the City to be used for any Lawful purpose. (5) The City shall not be required to make any further payments into the Sinking Fund, including the Accounts therein, and the Reserve Fund when the aggregate amount of funds in the Sinking Fund, including the Accounts therein, and the Reserve Fund are at least equal to the aggregate principal amount of the Bonds then outstanding plus accrued interest thereon, or if all of the Bonds then outstanding have been otherwise defeased pursuant to Section 12.02 hereof. City of Miami Page 33 of 43 File Id: 09-01154b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (6) The balance of any monies remaining in the Revenue Fuund after payment of all required payments in paragraphs (1)-(4) above may be used for any lawful purpose of the City. ARTICLE VIII DEPOSITORIES OF FUNDS, SECURITY FOR DEPOSITS AND INVESTMENT OF MONEYS SECTION 8.01 Deposits Constitute Trust Funds. All Funds or other property which at any time may be owned or held in the possession of or deposited with the City for application in accordance with the terms and provisions of this Resolution shall be held in trust and applied only in accordance with the provisions of this Resolution, and shall not be subject to lien or attachment by any creditor of the City. All Funds or other property which at any time may be owned or held in the possession of or deposited with the City pursuant to this Resolution, and any investment income thereon, shall be continuously secured, for the benefit of the City and the Bondholders in the order and manner and for the purposes provided in this Resolution either (a) by depositing with an Authorized Depository, as custodian, collateral security consisting of obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America having a market value (exclusive of accrued interest) not less than the amount of such deposit, or (b) in such other manner as permitted hereunder as may then be required or permitted by applicable State and federal law and regulations regarding the security for, or granting a preference in the case of, the deposit of trust funds, including without limitation, the provisions of Chapter 280, Florida Statutes, as from time to time amended, All moneys deposited with each Authorized Depository shall be credited to the particular Fund or Account to which such moneys belong. SECTION 8.02 Investment of Moneys. Moneys held for the credit of the Revenue Fund, the Sinking Fund and the Reserve Fund may be invested by the City in Permitted Investments. Such investments or reinvestments shall mature or become available not later than the respective dates, as estimated by the City, that the moneys held for the credit of said Funds and Accounts will be needed for the purposes of such Funds or Accounts; provided, however, that moneys in the Reserve Fund shall be invested only in Permitted Investments with a remaining maturity of five years or less from the date of purchase or subject to redemption upon dernand of the holder. Obligations so purchased as an investment of moneys in any such Fund or Account shall be deemed at all dines to be a part of such Fund or Account, and shall at all times, for the purposes of this Resolution, be valued arunual.ly, at the market value thereof, exclusive of City of ,Miami Page 34 of 43 File Id: 09-01150b (Version 2) Printed On: Gf3012010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. accrued interest. Deficiencies in the amount on deposit in any Fund or Account resulting from a decline in market value shall be restored no later than the succeeding valuation date. All .income and profits derived from the investment of moneys in the Sinking Fund shall be retained in such Funds and Accounts used for the purposes specified for such respective Fund and Account. All income and profits derived from the investment of moneys in the Reserve Fund shall be retained in the Reserve Fund therein until amounts on deposit in such Reserve Fund shall equal the Reserve Requirement; thereafter such income and profits shall be released to the City to be used for any lawful purpose. ARTICLE IX GENERAL COVENANTS OF THE CITY SECTION 9,01 Notice of Deposit Shortfall. The City covenants that it will notify the Paying Agent, of any shortfall or deficiency in the Sinking Fund at least five (5) days before each principal or Interest Payment Date on which such shortfall is expected to occur. SECTION 9.02 Annual Audit, (1) Annual Audit. The City shall require that an annual audit of its accounts and records with respect to its general fund and the Pledged Funds and the Funds and Accounts created herein be completed as soon as practicable after the end of each Fiscal Year by an independent certified public accountant of recognized standing. Such audit shall be conducted in accordance with generally accepted auditing standards as applied to governmental units. (2) Availability of Reports. A copy of the comprehensive annual financial report as certified according to the requirements stated herein shall be available for inspection at the offices of the City and shall be promptly furnished to the Underwriters of the Series 2009 Bonds and mailed to any Bondholder requesting the same, upon payment by such Bondholder, of the cost of reproduction and mailing, SECTION 9.03 Receipt of Pledged Revenues, The City covenants, that as long as the Series 2009 Bonds are outstanding, it will not impair or adversely affect the right of the City to receive the Pledged Revenues. The City will proceed diligently to perform legally and. effectively all steps required on its part to collect and receive the Pledged Revenues. SECTION 9.04 Operation and Maintenance of the Project. The City covenants to establish and enforce reasonable rules and regulations governing the operation and use of the Project, operate the Project in an efficient and economical manner, maintain the properties constituting the Project in good repair and in sound operating condition for so long as the same are necessary to the operation of the Project upon a revenue -producing basis, and comply with City of Miami Page 35 of 43 File Id: 09-01150b (Version 2) Printed On: 6130/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. a1I valid acts, rules, regulations, order and directions of any legislative, executive, administrative or judicial body that are applicable to the Project. For so long as the Bonds are outstanding, the City will not construct, maintain or operate or cause to be constructed, maintained or operated, any off-street parking facilities that would impair the revenue -producing capacity of the Project runless prior to such construction, operation or maintenance (a) the construction, maintenance or operation of such facilities are. authorized by the City and incorporated into the Project or (b) the City provides a statement of a parking consultant to the effect that based upon such parking consultant's knowledge and analysis of the financial performance and operations of the Project, nothing has coirne to its attention that would lead it to believe that the City would not be able to meet their payment obligations as a result of such construction, operation and maintenance SECTION 9.05 Insurance, The City will purchase and maintain insurance covering such properties belonging to the Project against loss or damage from such causes as are customarily insured against by enterprises of a similar nature, business interruption insurance, comprehensive, genera] liability, i.nstuance and use and occupancy insurance on the Project for bodily injury and property damage. SECTION 9.06 Insurance and Condemnation Proceeds. All proceeds of all .insurance required by Section 9.05 hereof and all net proceeds resulting from eminent domain proceedings shall be delivered to the Paying Agent for deposit in the Construction Fund or Sinking Fund and shall be applied at the election of the City: (I) promptly to replace, repair, rebuild or restore the Project to substantially the same condition as that which existed prior to such taking, damage or destruction, with such alterations and additions as the City may determine; or (2) to the redemption of Bonds, provided that Bonds may be redeemed only if (A) the Project has been restored to substantially the same condition as prior to such damage or destruction or taking, or (B) the City has determined that the portion of the Project damaged or destroyed or taken is not necessary to the operation of the Project. SECTION 9.07 Disposition of the Project. The City will have the right to sell or dispose of any moveable property ❑r .fixtures acquired by the City in connection with the Project, or any materials used in connection therewith if the Finance Director determines that such articles are no longer useful in connection with the construction or maintenance of the Project or the operation of the Project and that such sale or disposition will not impair the operating efficiency of the Project. The City has the right to demolish or remove any real property and structures now or hereafter existing as part of the Project provided the City, by resolution, determines that such removal or demolition does not impair the operating efficiency of the Project. City of Miami Page 36 043 File Id; 03-01150b (Version 2) Printed Om 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. The City will deposit the proceeds resulting from any abandonment, sale or disposition of properties constituting the Project to the Construction Fund or to the Revenue Fund, as the City may direct. SECTION 9.08 Tax Covenants. (A) The City shall not use or permit the use of any proceeds of the Series 2009A Bonds or any other funds of the City, directly or indirectly, to acquire any securities or obligations, and shall not use or permit the use of any alnotmts received by the City with respect to the Series 2009A Bonds in any manner, and shall not take or permit to be taken any other action or actions, which would cause any Series 2009A Bonds to be "private activity bonds" within the meaning of Section 141 or an "arbitrage bond" within the meaning of Section 148, or "federally guaranteed" within the meaning of Section 149(b), of the Internal Revenue Code of 1986, as amended, or otherwise cause interest an the Series 2009A Bonds to become subject to federal income taxation, (B) The City shall at all times do and perform all acts and things permitted by law and this Resolution which are necessary or desirable in order to assure that interest paid on the Series 2009A Bonds will be excluded from gross income for purposes of federal income taxes and shall take no act -ion that would result in such interest not being so excluded. (C) The City shall pay or cause to be paid to the United States Government any amounts required by Section 148(f) of the Code and the regulations thereunder (the "Regulations"). In order to ensure complrance with the rebate provisions of Section 148(f) of the Code with respect to any Series 2009A Bonds for which the City intends on the date of issuance thereof to be excluded from gross income for purposes of federal income taxation, the City hereby creates and establishes the "City of Miami Special Obligation Parking Revenue Bonds Rebate Fund" (hereinafter the "Rebate Fund") to be held by the City. The Rebate Fund need not be maintained so long as the City timely satisfies its obligation to pay any rebatable earnings to the United States Treasury; however, the City may, as an administrative convenience, maintain and deposit funds in the Rebate Fund from time to time. Any moneys held in the Rebate FLund shall not be considered Pledged Funds and shall not be pledged in any manner foi' the benefit of the holders of the Series 2009A Bonds. Moneys in the Rebate Fund (including earnings and deposits therein) shall be held for future payment to the United States Government as required by the Regulations and as set forth in instructions of Bond Counsel delivered to the City upon issuance of such Series 2009A Bonds. ARTICLE X ISSUANCE OF ADDITIONAL INDEBTEDNESS SECTION 10,01 Issuance of Additional Indebtedness, The City will not issue any obligations (other than the Series 2009 Bonds authorized by Section 5.01 hereof) secured by or payable from the Pledged Funds, or any portion thereof, or voluntarily create or cause to be created any debt, lien, pledge, assignment, encurnbrance or other charge, in each case, having City of Miami Page 37 of 43 mile Id: 09-D1150b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. priority to or being on a parity with the lien securing the Series 2009 Bonds issued pursuant to this Resolution upon the Pledged Funds or any portion thereof. Notwithstanding the foregoing, the City may at any time or from time to time issue evidences of indebtedness that are payable in whole or in part out of the Pledged Funds and which may be secured by a pledge of the Pledged Funds on a parity with the Series 2009 Bonds solely for the purpose of financing the costs necessary to complete the Project. Such Additional Parity Obligations may not exceed 10% of the initial principal amount of the Series 2009 Bonds. Notwithstanding the foregoing, the City may at any time or from time to time issue evidences of indebtedness that are payable in whole or in part out of the Pledged Funds and which may be secured by a pledged of the Pledged Funds on a parity with the Series 2009 Bonds if such Additional Parity Obligations to be issued are refunding bonds, that is, delivered in Iieu of, or in substitution for, or to provide for the payment of one or more series of Bonds or portions thereof, originally issued under this Resolution if the City shall cause to be delivered a certificate of the Finance Director setting forth the Total Debt Service Requirement (i) for the Bonds then outstanding and (ii) for all Bonds to be immediately outstanding thereafter and stating that the Total Debt Service Requirement pursuant to (ii) above is not greater than that set forth pursuant to (i) above. ARTICLE XI EVENTS OF DEFAULT; REMEDIES SECTION 11.01 Events of Default. Each of the following events is hereby declared. an "event of default": (a) payment of principal of any Series 2009 Bond is not be made when the same shall become due and payable, either at maturity or on required payment dates by proceedings for redemption or otherwise; or (b) payments of any installment of .interest shall not be made when the same shall become due and payable; or (c) the City shall fail to make any deposits required to be made hereunder or shall otherwise fail to comply with any of the covenants and obligations of the City hereunder and such failure shall continue unremedied for a period of thirty (30) days after such failure to deposit or other such occurrence. Notwithstanding the foregoing, with respect to the events described in clause (c) the City shall not be deemed in default hereunder if such default can be cured within a reasonable period of time and if the City in good faith institutes appropriate curative action and diligently pursues such action until the default has been corrected. City of Miami Page 38 of 43 File Id: 09•01150b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 11,02 Enforcement of Remedies. Upon the happening and continuance of any event of default specified in Section 11.01 of this Article, then and in every such case the owners of not less than twenty-five percent (25%) of the aggregate principal anouint of the Series 2009 Bonds outstanding may appoint any State bank, national bank, trust company or national banking association qualified to transact business in Florida to serve as trustee for the benefit of the holders of all Series 2009 Bonds then outstanding (the "Default Trustee"). Notice of such appointment, together with evidence of the requisite signatures of the holders of twenty-five percent (25%) of the aggregate principal amount of the Series 2009 Bonds outstanding and the trust instrument under which the Default Trustee shall have agreed to serve shall be filed with the City and the Default Trustee and notice of such appointment shall be mailed to the registered holders of the Series 2009 Bonds. No more than one Default Trustee may be appointed and serving hereunder at any one time; however, the holders of a majority of the aggregate principal amount of the Series 2009 Bonds outstanding may remove the Default Trustee initially appointed and appoint a successor and subsequent successors at any time. If the default for which the Default Trustee was appointed is cured or waived pursuant to this Article, the appointment of the Default Trustee shall terminate with respect to such default. After a Default Trustee has been appointed pursuant to the foregoing, the Default Trustee may proceed, and upon the written request of owners of twenty-five percent (25%) of the aggregate principal amount of the Series 2009 Bonds outstanding shall proceed, to protect and enforce the rights of the Bondholders under the laws of the State of Florida, including the Act, and under this Resolution, by such suits, actions or special proceedings in equity or at law, or by proceedings in the office of any board, body or officer having jurisdiction, either for the specific performance of any covenant or agreement contained herein or in aid of execution of any power herein granted or for the enforcement of any proper legal or equitable remedy, all as the Default Trustee, being advised by counsel, shall deem most effectual to protect and enforce such rights. In the enforcement of any remedy against the City under this Resolution the Default Trustee shall be entitled to sue for, enforce payment of and receive any and all amounts then or during any City default becoming, and at any time remaining, due from the City for principal, interest or otherwise under any provisions of this Resolution or of such Series 2009 Bonds and unpaid, with interest on overdue payments of principal and, to the extent permitted by law, on interest, at the rate or rates of interest specified in such Series 2009 Bonds, together with any and all costs and expenses, including reasonable attorneys' fees and including fees on appeal, of collection and of all proceedings hereunder and under such Series 2009 Bonds, without prejudice to any other right or remedy of the Default Trustee or of the Bondholders, and to recover and enforce any judgment or decree against the City, but solely as provided herein and in such Series 2009 Bonds, for any portion of such amounts remaining unpaid and interest, costs and expenses as above provided, and to collect (but solely from moneys in the Funds and. Accounts, excluding the Rebate Fund) in any manner provided by law, the moneys adjudged or decreed to be payable. City of ivliami Page 39 of 43 Fife Id; 09-01150b (Version 2) Printed On: 6130/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. SECTION 11.03 Effect of Discontinuing Proceedings. In case any proceeding taken by the Default Trustee or any Bondholder on account of any default shall .have been discontinued or abandoned for any reason or shall have been determined adversely to the Defar.uIt Trustee or such Bondholder, then and in every such case the City, the Default Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Default Trustee shall continue as though no such proceeding had been taken. SECTION 11.04 Directions to Default Trustee as to Remedial Proceedings. Anything in this Resolution to the contrary notwithstanding, the holders of a majority of the aggregate principal amount of the Series 2009 Bonds outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Default Trustee, to control the method and place of conducting all remedial proceedings to be taken by the Default Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law or the provisions of this Resolution, and that the Default Trustee shall have the right to decline to follow any such direction which in the opinion of the Default Trustee would be unjustly prejudicial to Bondholders not parties to such direction. SECTION 11.05 Restrictions on Actions by Individual Bondholders. No Bondholder shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder or for any other remedy hereunder, except as otherwise provided herein, The holders of less than twenty-five percent (25%) of the aggregate principal amount of the Series 2009 Bonds outstanding may act hereunder and direct proceedings if such Bondholders shall have made written request of the Default Trustee after the right to exercise such powers or right of action, as the case may be, shall have accrued, and shall have afforded the Default Trustee a reasonable opportunity either to proceed to exercise the powers hereinabove granted or to institute such action, suit or proceeding in its or their name, and unless, also, there shall have been offered to the Default Trustee reasonable security and indemnity against the costs, expenses and liabilities to be incurred therein or thereby, including the reasonable fees of its attorneys (including fees on appeal), and the Default Trustee shall have refused or neglected to comply with such request within a reasonable period of time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Default Trustee, to be conditions precedent to the execution of the powers and trusts of this Resolution or for any other remedy hereunder. It is understood and untended that no one or more owners of the Series 2009 Bonds hereby secured shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Resolution, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the benefit of all Bondholders, and that any individual rights of action or any other right given to one or more of such owners by law are restricted by this Resolution to the rights and remedies herein provided. Nothing contained herein, however, shall affect or impair the right of any Bondholder, individually, to enforce the payment of the principal of and interest on his Series 2009 Bond or Thy of Miami Page 40 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30/2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Bonds at and after the maturity thereof, at the time, place, from the source and in the manner provided in this Resolution. ARTICLE XII MISCELLANEOUS PROVISIONS SECTION 12.01 Modification or Amendment. This Resolution may be rnodified or amended by ordinance or resolution and may be supplemented for the addition of terms, covenants and provisions in the manner herein provided and as may further be necessary for issuance of the Series 2009 Bonds hereunder from time to time by supplemental resolution adopted concurrently with or prior to the issuance of the Series 2009 Bonds. Thereafter, no modification or amendment of this Resolution or of any resolution or ordinance amendatory hereof or supplemental hereto not provided for herein, materially adverse to the holders of the Series 2009 Bonds, may be made without the consent in writing of the owners of not less than a majority of the aggregate principal amount of Series 2009 Bonds outstanding, but .no modification, amendment or supplemental ordinance or resolution shall permit a change (a) in the maturity of the Series 2009 Bonds or a reduction in the rate of interest thereon, (b) in the amount of the principal obligation of any Series 2009 Bond, (c) that would affect the Pledged Funds of the City for the payment of the amounts provided herein pursuant to Section 6.02 hereof, or (d) that would reduce such percentage of holders of the Series 2009 Bonds, required above for such modifications or amendments, without the consent all of the Bondholders. For the purpose of Bondholders' voting rights or consents, the Series 2009 Bonds owned by or held for the account of the City, directly or indirectly, shall not be counted. The City may amend this Resolution to make other amendments not prohibited by the foregoing without the consent of the Bondholders. Notwithstanding the foregoing or any other provisions to the contrary, for so long as an Insurance Policy is in full force and effect, consent and approval by such Insurer shall constitute the required consent and approval of the owners of the Bonds insured by it, provided however, that in no event shall such Insurer be entitled to consent to the actions Listed in (a)-(d) in the preceding paragraph. SECTION 12.02 IJefeasance. If, at any time after the date of issuance of the Series 2009 Bonds (a) al] Series 2009 Bonds secured hereby or any maturity thereof shall have become due and payable in accordance with their terms or otherwise as provided in this Resolution, or shall have been duly called for redemption (if applicable), or the City gives the Paying Agent irrevocable instructions directing the payment of the principal of, redemption premium, if any, and interest on such Series 2009 Bonds at maturity or at any earlier redemption date scheduled by the City, or any combination thereof, (b) the full amount of the principal, redemption premium, if any, and the interest so due and payable upon all of such Series 2009 Bonds then outstanding or any portion of such Series 2009 Bonds, at maturity or upon redemption (if applicable), shall be paid, or sufficient moneys shall be held by an escrow agent who shall be an City of Miami Page 41 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30f2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Authorized Depository or any Paying Agent (other than the City) in irrevocable trust for the benefit of such Bondholders (whether or not in any accounts created hereby) which, when invested in Goveriunent Obligations maturing not later than the maturity or redemption (if applicable) dates of such principal, redemption premium, if any, and interest, will, together with the income realized on such investments, be sufficient to pay all such principal., redemption premium, if any, and interest on said Series 2009 Bonds at the maturity thereof or the date upon which such Series 2009 Bonds are to be called for redemption (if applicable) prior to maturity, and (c) provision shall also be made for paying all other sums payable hereunder by the City allocable to such Series 2009 Bonds, then and in that case the right, title and interest of such Bondholders hereunder shall thereupon cease, determine and become void; otherwise, this Resolution shall be, continue and remain in full force and effect. SECTION 12.03 Severability, If any one or more of the covenants, agreements or provisions of this Resolution should be held contrary to any express provision of law or contrary to any express provision of Iaw or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements or provisions shall be null and void and shall be deemed severed from the remaining covenants, agreements or provisions of this Resolution or of the Series 2009 Bonds issued hereunder, SECTION 1.2,04 No Third -Party Beneficiaries. Except as herein otherwise expressly provided, nothing in this Resolution expressed or implied is intended or shall be construed to confer upon any person, firm or corporation other than the parties hereto and the owners and holders of the Series 2009 Bonds issued under and secured by this Resolution, any rights, remedy or claim, legal or equitable, under or by reason of this Resolution or any provision hereof, this Resolution and all its provisions being intended to be and being for the sole and exclusive benefit of the parties hereto and the owners and holders from time to tinge of the Series 2009 Bonds issued hereunder, SECTION 12.05 Controlling Law; Members of City Not Liable. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City to the full extent authorized by the Act and provided by the Constitution and laws of the State, No covenant, stipulation, obligation or agreement contained herein shall be deemed to be a covenant, stipulation, obligation or agreement of any present or future member, agent or employee of the City in his individual capacity, and neither the members of the City nor any official executing the Series 2009 Bonds shall be liable personally on the Series 2009 Bonds or this Resolution or shall be subject to any personal liability or accountability by reason of the issuance or the execution by the City or such members thereof. SECTION 12.06 Effect of Covenants. All covenants, stipulations, obligations and agreements of the City contained in this Resolution shall be deemed to be covenants, stipulations, obligations and agreements of the City and of the City Commission and of each department and agency of the City to the full extent authorized or permitted by Iaw, and all City of Miami Page 42 of 43 File Id: 09.01150b (Version 2) Printed On: 6130(2010 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. such covenants, stipuiations, obligations and agreements shall bind or inure to the benefit of the successor or successors thereof from time to time and any officer, board, body or commission to whom or to which any power or duty affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided herein, ail rights, powers and privileges conferred and duties and liabilities imposed upon the City or upon the City Conun.ission by the provisions of this Resolution shatI be exercised or performed by the Corn nission, or by such other officers, board, body or commission as may be required by Iaw to exercise such powers or to perform such duties. SECTION 12.07 Further Authorizations. The Mayor and the City Manager or either of them and the Clerk, the Finance Director and the City Attorney and such other officers and employees of the City as may be designated by the Mayor and the City Manager or either of there are each designated as agents of the City in connection with the sale, issuance and delivery of the Series 2009 Bonds and are authorized and empowered, collectively or individually, to take aII action and steps and to execute all instr_unents, documents and contracts on behalf of the City, including the execution of documentation required in connection with the negotiated. sale of the Series 2009 Bonds to the Underwriters, that are necessary or desirable in connection with the sale, execution and delivery of the Series 2009 Bonds, and which are specifically authorized or are not inconsistent with the terms and provisions of this Resolution, the Bond Purchase Agreement, the Paying Agent and Registrar Agreement, the Continuing Disclosure Agreement, the Official Statement or any action relating to the Series 2009 Bonds heretofore taken by the City. Such officers and those so designated are hereby charged with the responsibility for the issuance of the Series 2009 Bonds. Any and all costs incurred in connection with the issuance of the Series 2009 Bonds are hereby authorized to be paid from the proceeds of the Series 2009 Bonds. SECTION 12,08 Repeal of Inconsistent Resolution. All resolutions or parts thereof in conflict herewith are to the extent of such conflict superseded and repealed. SECTION 12.09 Effective Date. This Resolution shall be effective immediately upon its adoption and signature by the Mayor,{1} APPROVED AS TO FORM AND CORRECTNESS: CITY ATTORNEY Footnotes: 1 }If the Mayor does not sign this Series 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 Series Resolution, it shall become effective immediately upon override of the veto by the City Commission. City of Mieml Page 43 of 43 File Id: 09-0115Ob (Version 2) Printed On: 813D/2M 0 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. DISCLOSURE DISSEt NATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement"), dated as of July 29, 2010, is executed and delivered by The City of Miami, Florida (the '`City") and Digital Assurance Certification, L.L.C., as the initial exclusive Disclosure Dissemination Agent (the "Disclosure Dissemination Agent" o.r "DAC") for the benefit of the 1-solders (hereinafter defined) of the Bonds (hereinafter defied) and in order to provide certain continuing disclosure with respect to the Bonds in accordance with Ru]c 15c2-12 of the United States Securities and .Exchange Cornmission under the Securities Exchange Act of 1934, as the same may be amended from time to time (the '`Tulle"). SECTION 1. Definitions. Capitalized terms not otherwise defined in this Disclosure Agreement shall have the meaning assigned in the Rule or, to the extent not in conflict with the Rule, in the Official Statement (hereinafter defined), The capitalized terms shall have the following meanings: "Annual Report" means an Annual Report described in and consistent with Section 3 of this Disclosure Agreement. "Aimual Filing Date" means the date, set in Sections 2(a) and 2(t) of this Disclosure Agreement, by which the Annual Report is to be filed with the M.SRB. "Annual Financial Information" means annual financial information as such term is used ita paragraph (b)(5)(i) of thc Rule and specified in Section. 3(a) of this Disclosure Agreement. "Audited Financial Statements" means the financial statements (if any) of the City t'or the prior fiscal year, certified by an independent auditor as prepared in accordance with generally accepted accounting principles or otherwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3(b) of this Disclosure Agreement, "Bonds" means i.he bonds as listed on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto, "Certification" means a written certification of compliance signed by the Disclosure Representative slating that the Annual Repoifi, Audited Financial Statements, Voluntary Report or Notice Event notice delivered to the Disclosure Dissemination Agent is the Annual Report, Audited Financial Statcinents, Voluntary Report or Notice Event notice required to be submitted to the Repositories under this Disclosure Agreement. A Certification shall accompany each such document subr;tted to thc Disclosure Dissemination Agent by the City and include the full name of thc Bonds and the 9-digit CUSIP numbers for all Bonds to which the document applies. "Disclosure Representative" means Finance Director of the City or her designee, or such other person as the City shall designate in writing to the Disclosure Dissemination Agent from time to time as the person responsible for providing Information to the Disclosure Dissemination Agent. ivilAivilh4245441.3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. "Disclosure Dissemination Agent" means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the. City pursuant to Section 9 hereof "Holder" means any person (a) having the power, directly or indirectly, to vote er consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries) or (b) treated as the owner of any .Bonds for federal income tax purposes, "Information" means the Annual Financial Information, the Audited Financial Statements (if any) the Notice Event notices, and the Voluntary Reports. "Notice Event" means an event- listed in Sections 4(a) of this Disclosure Agreement. "MSRB" tnetuis the Municipal Securities Rulenaking Board established pursuant to Section I SB(b)(l) oldie Securities Exchange Act of 1934. "Official Statement" means that Official Statement prepared by the City in connection with the Bonds, as listed on Exhibit A. "Voluntary Report" nicans the information provided to the Disclosure Dissemination Agent by the City pursuant to Section 7 SECTION 2. Provision ofAnnual Reports. (a) The City shall provide, annually, an electronic copy of the A.nnual Report and Certification to the Disclosure Dissemination Agent, together with a copy for the Paying Agent, not later than 30 days prior to the Annual Filing Date. Promptly upon receipt of an electronic copy of the Atmnal Report and the Certification, the Disclosure 'Dissemination Agent shall provide an Annual Report to the MSRB and the State Depository (if any) not later than June 306 of each year, commencing with the fiscal year ending September 30, 2009, Such date and each anniversary thereof is the Annual Filing Date. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 3 of this Disclosure Agreement. (b) If on the fifteenth (15th) day prior to the Annual Filing Date, the Disclosure Dissemination Agent has not received a copy of the Annual Report and Certification, the Disclosure Dissemination Agent shall contact the Disclosure Representative by telephone and in writing (which may be by e-mail) to remind the City of its undertaking to provide thc Annual Report pursuant to Section 2(a). Upon such reminder, the Disclosure Representative shall either (i) provide the Disclosure Dissemination Agent with an electronic copy of the Annual Report and the Certification no later than two (2) business days prior to the Annual Filing Date; or (ii) instinct the Disclosure Dissemination Agent in writing that the City will not be able to file the Annual Report within the time required under this Disclosure Agreement, state the date by which the Annual Report for such year will be provided and instruct the Disclosure Dissemination Agent that a Notice Event as described in Section 4(a)( L2) has occurred and to immediately send a notice to the MSRB in substantially the form attached as Exhibit B. MIAM1i4245441.3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. (c) If the Disclosure Dissemination Agent has not received an Annual Report and Certification by 12:00 noon on the first business day following the Annual Filing Date for the Annual Report, a Notice Event described in Section. 4(a)(12) shall have occurred and the City irrevocably directs thc Disclosure Dissemination Agent to immediately send tz notice to the MSRB in substantially thc form attached as Exhibit B. (d) If Audited Financial Statements of the City arc prepared but not available prior to the Annual Filing Date, the City shall, when the Audited Financial Statements are available, provide in a lively manner an electronic copy to the Disclosure Dissemination Agent, accompanied by a Certificate, for filing with the MSRB. (e) The Disclosure Dissemination Agent shall: (i) determine the address of the MSRI3 each year prior• to the Annual Filing Date; (ii) upon receipt, promptly file each Annual Report received under Section 2(a) with the MSRB; upon receipt, promptly file each Audited Financial Statement received under Section 2(d) with the MSRB; (iv) upon receipt, promptly file the text of each disclosure to be made with the MSRB together with a completed copy of the MSRB Material. Event Notice Cover Sheet in the foram attaehcd es .Exhibit C, describing the event by checking the box indicated below when filing pursuant to the Section of this Disclosure Agreement indicated: 1. "Principal and interest payment delinquencies," pursuant to Sections 4(c) and 4(a)(1); 2 "Non -Payment related defaults," pursuant to Sections 4(c) and 4(a)(2); 3. "Unscheduled draws on debt service reserves reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(3); 4. "Unscheduled draws on credit enhancements reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(4); 5. "Substitution of credit or liquidity providers, or their failure to perform," pursuant to Sections 4(c) and 4(a)(5); 6. "Adverse tax opinions or events affecting the tax-exempt status of the security," pursuant to Sections 4(c) and 4(a)(6); 7, "Modifications to rights of securities holders, pursuant to Sections 4(c) and 4(a)(7); N7[AM71424544i 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 8. "Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9 "Dofeaisances," pursuant to Sections 4(c) and 4(a)(9); ] 0. "Release, substitution, or sale of property securing repayment of the securities," pursuant to Sections 4(e) and 4(a)(I0); 1 l , "Ratings changes," pursuant to Sections 4(c) and 4(a)(l 1); 12. "Failure to provide annual financial information as required," pursuant to Section 2(b)0) or Section 2(c), together with a completed copy of Exhibit B to this Disclosure Agreement; and 13. "Other material event notice tspecify),' pursuant to Section 7 of this Agreement, together with the summary description provided by the Disclosure Representative. (v) provide the City evidence of the filings of each of the above when made, which shall be by means of the DAC system, for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agreement. (vi) The City may adjust the Anrnrai Filing Date upon change of its fiscal year by providing written notice of such change and the new Annual Filing Date to the Disclosure Dissemination Agent and the MSRI3, provided that the period between the existing Annual Filing Date and new Annual Filing Date shall not exceed one year. SECTION 3. Content of Annual Reports, (a) Each Annual Report shall contain Annual Financial Information with respect to the City, including the information provided in the Official Statement in the tables entitled or the headings entitled: (i) "PLEDGED REVENUES — Convention Development Tax" (ii) Table entitled "Miami -.Dade County, Florida 3% Convention Dcvelopmennt Tax Historical Collections"; (iii) "PLEDGED REVENUES — Projected Collection of Pledged Revenues"; (iv) Table entitled "THE CITY OF MIAMI, FLORIDA LEGALLY AVAILABLE NON -AD VALOREM REVENUES YEAR END SEPTEMBER. 30ij1; and (v) Table entitled "TII13, CITY OF MTAMT, FLORIDA HISTORICAL ANTI -DILUTION TEST YEAR [LANDED SEPTEMBER 30111 (h) Audited Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") as described in the Official Statement will be included M IAMI/42454413 4 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. in the Annual Report. If such. Audited Financial Statements are unavailable at the Annual piling Date, unaudited financial statements, prepared in accordance with GAAP will be included in the Amnia! Report. Audited Financial Statements (if any) will be provided pursuant to Section 2(d). Any or all of the items listed above may he included by specific reference from other documents, including official statements of debt issues with respect to which the City is an "obligated person" (as defined by the Rule), which have been previously filed with each of the National Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the MSR13. The City will clearly identify each such document so incorporated by reference. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events, if material, with respect to the Bonds constitutes u Notice Event: 1, Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws en debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements relaying to the Bonds refectiiig financial difficulties; 5. Substitution of credit or liquidity providers., or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status oFthe Bonds; 7, Modifications to rights of Bond holders; 8. Bond calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Bonds; 11, Ratint changes on the Bonds; and 12, Failure to provide annual financial info !nation as required. The City small promptly not.ty the Disclosure Dissemination Agent in writing upon the occurrence of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to report the occurrence pursuant to subsection (c). Such notice shall be accompanied with the text of the disclosure that the City desires to snake, the written authorization of the City for the NUA I/ 42d5.141.3 5 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Disclosure Dissemination Agent to disseminate such information, and the date: the City desires for the Disclosure Dissemination Agent to disseminate the information. (b) The Disclosure Dissemination Agent is under no obligation to notify the City or the Disclosure Representative of an event that may constitute a Notice Event. In the event the Disclosure Dissemination Agent so notifies the Disclosure Representative, the Disclosure Representative will within five business days of receipt of such notice, instruct the Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no filing is to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is to report the occurrence pursuant to subsection (c) of this Section 4, together with the text of the disclosure that the City desires to make, the written authorization of the City for the Disclosure Dissemination Agent to disseminate such information, and the date the City desires for the Disclosure: Dissemination Agent to disseminate the information. (c) If the Disclosure Dissemination Agent has been instructed by the City as prescribed in subsection (a) or (b)(ii) of this Section 4 to report the occurrence ❑ f a Notice i?vent, the Disclosure Dissemination Agent shall promptly file a notice of such occurrence with the MS R13. SECTION 5, CUSIP Numbers. Whenever providing information to the Disclosure Disseminattion Agent, including but not limited to Animal Reports, documents incorporated by reference to the Annual Reports, Audited Financial Statements, notices of Notice Events, and Voluntary Reports filed pursuant to Section 7(a), thc City shall indicate the full dame of' the Bonds and the 9-digit CUSIP numbers for the Bonds as to which the provided information re lates. SECTION 6. Additional Disclosure Obligations. The City acknowledges and understands that other state and federal laws, including but not limited to the Securities Act of 1933 and RitIe iOb -S promulgated under the Securities Exchange Act of 1934, may apply to the City, and that the failure of the Disclosure Dissemination Agent to so advise the City shall not constitute a breach by the Disclosure Dissemination Agent of any of its duties and responsibilities under this Disclosure Agreement, The City acknowledges and understands that the duties of the Disclosure Dissemination Agent relate exclusively to execution of the mechanical tasks of disseminating information as described in this Disclosure Agreement. SECTION 7, Voluntary Reports. (a) The City inay instruct thc Disclosure Dissemination Agent to file information with the Repositories, from time to time pursuant to a Certification of the Disclosure Representative accompanying such. information (a "Voluntary Report"). (b) Nothing in this Disclosure Agreement shall be deemed to prevent the City f:rorn disseminating and other information through the Disclosure Dissemination Agent using the means of dissemination sett forth in this Disclosure Agreement or including any other information in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice, in addition to that required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report, Animal Financial Statement, Voluntary Report or AT1Atuti14245441,1 6 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Notice. Event notice in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report, Annual Financial Statement, Voluntary Report or Notice Event notice. SECTION 8. Termination of Reporting Obligation. The obligations of the City and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminate with respect to the Bonds upon the legal defeasance, prior redemption or payment in full of all ot'the Bonds, when the City is no longer an obligated person with respect to the Bonds, or upon delivery by the Disclosure Representative to the Disclosure Dissemination Agent of an opinion of nationally recognized bond counsel to the effect that continuing disclosure is no longer required. SECTION 9. Discltosure Dissemination Agent. The City hors appointed Digital Assurance Certification, L.L.C. as the initial exclusive Disclosure Dissemination Agent under this Disclosure Agreement. The City may, upon thirty days written notice to the Disclosure Dissemination Agent, replace or appoint a successor Disclosure Dissemination. Agent. Upon termination of DAt 4s services as Disclosure Dissemination Agent, whether by notice of the City or DAC, the City agrees to appoint a successor Disclosure Dissemination Agent or, alternately, agrees to assume all responsibilities of Disclosure Dissemination Agent under this Disclosure Agreement Thr the benefit of the Holders of the Bonds, Notwithstanding any replacement or appointment °fa successor, the City shall remain liable until payment in Cull for any and all sumacs owed and payable to the Disclosure Dissemination. Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty days' prior written notice to the City.. SECTION O. Remedies in Event of Default. In the event of a failure of the City or the Disclosure Dissemination Agent to comply with any provision of this Disclosure Agreement, the Holders) rights to enforce the provisions of this Agreement shall be limited solely to a right, by action in mandamus or for specific performance, to compel. performance of the parties' obligation under this Disclosure Agreement. Any failure by a party to perform in accordance with this Disclosure Agreement shall not constitute a default on the Bonds or under any other document relating to the Bonds, and all rights and remedies shall he limited to those expressly stated herein. SECTION 11, Duties, Irrirnuuties and Liabilities of Disclosure Dissemination &,Rctn. (a) The Disclosure Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation to deliver the information at the times and with the contents described herein shall he limited to the extent the City has provided Such information to the Disclosure Dissemination Agent as required by this .Disclosure Agreement. The Disclosure Dissemination Agent shall have no ditty with respect to the content of any disclosures or notice made pursuant to the terms hereof. The Disclosure Dissemination Agent shall have no duty or obligation to review or verify any Information or any other information, disclosures or notices provided to it by the City and shall not be deemed to be acting in any fiduciary capacity for the City, the Holders of the Bonds or any other party. The Disclosure Dissemination Agent shall have no responsibility for the City's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof. The Disclosure Dissemination Agent shall have no duty to MIAM /4245I41.3 7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. determine, or liability for failing to determine, whether the City has complied with this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively rely upon certifications of the City at all times. TO THE EXTENT P1RMITTED BY LAW, TIIC CITY AGREES TO INDEMNIFY AND SAVE THE DISCLOSURE DISSEMINATION AGENT AND ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, I•IARMLESS AGAINST ANY LOSS, EXPENSE AND LIABILITIES WHICH. THEY MAY INCUR ARISING OUT OP OR IN THE EXERCISE OR PERFORMANCE OF THEIR POWERS AND DUTIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES (INCLUUDING ATTORNEYS FEES) OF DEFENDING AGAINST ANY CLAIM OF LIABILITY, BUT EXCLUDING LIABILITIES DUE TO THE DISCLOSURE DISSEMINATION AGENTS NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of the City under this Section shall survive resignation or removal of the Disclosure Dissemination Agent and defeasance, redemption or payment of the Bonds. (b) Tlie Disclosure Dissemination Agent may, from time to time, consult with legal counsel (either in-house or external) of its own choosing in the event of any disagreement or controversy, or question or doubt as to the construction of any of the provisions hereof or its respective duties hereunder, and the Disclosure Dissemination Agent shall not incur any liability and shall be fully protected in acting in good faith aeon tho advice or such legal counsel. The fees and expenses of such counsel shall be payable by the City. (c) The Disclosure Dissemination Agent shall provide all documents, reports, notices, statements, information and other materials provided to the MSRB under thiti Disclosure Agreement in an electronic format and accompanied by identifying information as prescribed by the MSRB. SECTION 12. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Agreement. the City and the Disclosure Dissemination A.sgent tnay amend this Disclosure Agreement and any provision of this Disclosure. Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws acceptable to both the City and the Disclosure Disseniinaition Agent to the effect that such amendment or waiver does not materially impair the interests of Holders or the Bonds and would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or official interpretation of the Rule; provided neither the City or the Disclosure Dissemination Agent shall be obligated to agree to any amendment modifying their respective duties or obligations without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have the right to adopt amendments to this Disclosure Agreeinc:nt necessary to comply with modifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the City. No such amendment shall become effective if the City shall, within 10 days following the giving of such MlAM1/424.i 4II.3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Disclosure Dissemination Agent, the underwriter, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. SECTION 14. Governint Law, Venue. This Disclosure Agreement shall be governed by the laws of the Su.itc of Florida (other than with respect to conflicts of Laws). Venue shall be Miami -Dade County or the Federal Courts for the Southern District of Florida. SECTION 15, CoutlteTarts. This Disclosure Agreement may he executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. .he Disclosure Dissemination Agent and the City have caused this Continuing Disclosure Agreement to be executed, on the date first written above, by their respective officers duly authorized. DIGITAL ASSURANCE CERTIFICATION, L.L.C., as Disclosure Dissemination Agent I3y: Name: Title: TILE CITY OF MIAMI, FLORIDA, as City Name: 6I42ttd .1P 2 Title: Finance Director WARM t 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. notice, sere a notice to the Disclosure Dissemination Agent in writing that it objects to such amendment. SECTION 13, 'Beneficiaries, This Disclosure Agreement shall inure solely to the benefit of the City, the Disclosure Dissemination Agent, the underwriter, and the Holders from time to time of the Bonds, and shall create no rights in any other person or entity. SIEC`l'ION 14. Governing_Law. Venue, This Disclosure Agreement shall be governed by the laws of the State of Floricl<a (other than with respect to conflicts of laws). Venue shall be Miami -Dade County or the Federal Courts for the Southern District of Florida. •S,ECTION 15. Counterparts. This Disclosure Agreement may be executed in several c ountetparts, each of which shalt be an original and all of which shall constitute but one. and thl: same- instrument. The Disclosure Dissemination Agent and the City have caused this Continuing Disclosure Agreement to he executed, on the date first written above, by their respective officers duly authorized, DIGITAL ASSURANCE CERTIFICATION, L.L.C, aN Disclosure Disserritnation Agent Name: Diana O'Brien 'title: Vice President THE CI"Y OF MIAMI, FLORID.A, as City Nance; Title: Finance Director MIAM1/ 2r544I.1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXEIIUIT A NAME AND CUSIP NUMIIERS OF BONDS Name of City: Obligated Person(s): Name of Bond Issue: Date of Issuausee: Date of Official Statement: CUSIP Numbers Tax -Exempt Series 2010A Bonds: CUS1P Numbers Taxable Series 20 1 0B Bonds: MJANRJ424544 r _ 31 The City of Miami, Florida The City of Miarn.i, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project), Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) and Special Obligation Parking Revenue Bonds, Series 2010C (Marlins Stadium Project) July29, 2010 July 22, 2010 593372Ai 3 593372AB1. 593372AC9 593372AE5 593372AD7 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT B NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of City: Obligated Person(s): Name of Bond Issue: Date of Issuance: Date of Official Statement: The City of Miami, Florida The City of Mia.rni, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Stadiiun Project), Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadium Project) and Special Obligation Parking Revenue Bonds, Series 2009C (Marlins Stadium Project) July 2.9 2010 July 22. 2010 NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with. respect to the above -named Bonds as required by the Disclosure Agreement, dated as of 2010, between the City and Digital Assurance Certification, L.L.C., as Disclosure Dissemination. Agent. The City has notified the Disclosure Dissemination Agent that it anticipates !hal the Annual Report will be filed by Dated: Digital Assurance Certification, L,L,C,, as Disclosure Dissemination Agent, on behalf of the City cc: City Obligated Person r1IAIVW/124 4 L.:I THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. EXHIBIT C MATERIAL EVENT NOTICE COVER SHEET This cover sheet and material event notice should be sent to Municipal Securities Rulemaking Board and the State Depository, if applicable, pursuant to Securities and Exchange Commission Rule I5c2-12(b)(5)(i)(C) and (D). Issuer's and/or Other Obligated Person's Name: Issuer's Six -Digit CUS11' Number: or Nine -Digit C..USJP Number(s) of the bonds to which di is material event notice relates: Ntunber of pages of attached: Description of Material Event Notice (Check One): 1. Principal and interest payment delinquencies 2. — Non -Payment related defaults 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. Substitution of credit or liquidity providers, ❑r their failure to perform fi_ Adverse tax opinions or events affecting the tax-exempt status of the security 7. Modifications to rights of seeuriiies holders 8. Bond calls 9. _ Defeasances I O. Release, substitution, or sale of property securing repayment of the securities 11. Rating. changes 12. _ Failure to provide annual financial information as required 13. Other material event notice (specify) [ hereby represent that I dill authorized by the issuer or its agent to distribute this information publicly; Signature; Name: Employer: Digital Assurance Certification, i..L.C. Address: City, State, Zip Code: Title: Voice Telephone Number: MIAM1/424544 I. 3 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. CERTIFICATE AND ACKNOWLEDGEMENT IN CONNECTION WITH THE ISSUANCE OF AND CONTINIUNG DISCLOSURE REQUIRED FOR $84,540,000 CITY OF MIAMI, FLORIDA TAX-EXEMPT SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010A (MARLINS STADIUM PROJECT) AND $16,830,000 CITY OF MIAMI, FLORIDA TAXABLE SPECIAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010E (MARLINS STADIUM PROJECT) This Certificate and Acknowledgeinent is made as of Ally 29, 2010, by and on behalf of Stadium Parting, LLC, a Delaware limited liability company (the 'Parking Operator") RECITALS WHEREAS, on April l5, 2009, the City, the Marlins Stadium Operator, LLC (the "Stadium Operator"), and Miami -Dade County, a Florida political subdivision (solely for purposes of the County provisions in Article 1) entered into the City Parking Agreement (the "City Parting Agreement") to provide for the construction, operation, and use of parking facilities (the "Parking Facilities") to he made available to users of the Baseball Stadium; and WHEREAS, pursuant to its rights under the City Parking Agreement, the Stadium Operator on May 7, 2010, entered into an Assignment and Assumption Agreement with the Parking Operator, a copy of which is attached hereto and incorporated hereby as Exhibit A; and WHEREAS, in order to finance the Paring Facilities, the City needs to issue its $84,540,000 City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2010A (Marlins Stadium Project) and its $16,830,000 City of Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2010B (Marlins Stadium Project) (collectively the "Series 2010 Bonds") and in connection with the issuance of and required continuing disclosure for the Series 2010 Bonds, the Parking Operator may be considered an "Obligated Person" wider the Applicable Law of Securities and Exchange Commission Rule 15o2-12, including any amendments thereof ("Rule 15c2w12"); and WHEREAS, the City desires to provide for continuing compliance with Rule 15c2-12. NOW THEREFORE, the Parking Operator certifies to the City mid acknowledges as follows: Section I. For so long as the Series 2010 Bonds shall remain outstanding, and the Parking Operator is an "Obligated Person", the Parking Operator shall provide annual financial information to the City on a timely basis by January la of each year. Such annual 235832 1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. financial information shall consist of annual financial statements of the Parking Operator (which may be unaudited if the Parking Operator does not have available audited financial statements) anti shall include the calculation of Parking Revenues and Parking Surcharges paid or payable to the City. Tim annual financial statements shall be presented in accordance with generally accepted accounting principles in the United Staten Section 2. This requirement for the Parking Operator to provide such annual financial information shall continue for so long as any of the Series 2010 Bonds shall remain outstanding and tfne Parking Operator is an "Obligated Person" with respect to the Series 2010 Bonds. ATTEST:—\ STAD a Delaw By: i _ - By; Nam Derek, alb x.scn Miche Bussiere, Title: Cenel u Cotunsel, V,P. Plori aMarlins, L.P. 215332 2 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. Delaware 'The First State PAGE I T, JEFFREY Ai . BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWAM DO HEREBY CE.RTIFY TFIE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF "STADIUM PARKING, .LLC", FILED IN THIS OFFICE ON THE SEVENTH DAY OF MAY, A. D. 2010, AT I1:13 O"CLOCK A,M. 4820807 8100 1004 75928 You may verify this certificate an2ine at corp. da2awate, goviouthver. shtml. Jeffrtty of 5latc AUTHFN C} TTON: 7979346 DATE: 05-07-10 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. State of le2awa. Secretary af State Division of Corporations Delivered 11:18 AM 05/07/2010 FILED 11713 Ab4 05/07/2010 SRV 100475928 - 4820607 FILE CERTIFICATE OF FORMATION OF STADIUM PARKING. LLC 1. The name of the limited liability company is Stadium Parking, LLC. 2. The address of its registered ot1ce in the State of Delaware is cla Corporation Trust Center, 1209 Orange Street, in the City of Wiltnington, County of New Castle. The name of its registered agent at that address is The Corporation Trust Company. Dated: May 7, 2010 Wayne D. Authorized Person THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. LIMITED LIABILITY COMPANY AGREEMENT OF STADIUM PARKING, LLC Tbis Limited Liability Company Agreement (this "Agreement") of Stadium Parking, LLC is catered into as of the 7tl1 day of May, 2010 by Marlins Stadium Operator, LLC, as sole member (the "Member"). The Member hereby form a limited liability eorpasry pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended Nat time to time (6 Del, Code §18-101, et set,) (he "Act"), and agrees as follows: 1, Name, The name of the limited liability company formed hereby is Stadium Parking, LLC (the "Company"). 2. 'urpose. The Company is formed for the purpose of, and the nature of the business ID be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed wider the Act (including, without . limitation, undertaking such functions relating to th.c development, construction and financing of a stadium as Member may dccnn necessary or appropriate), and engaging in any and all activities necessary or inoidcntal to the foregoing. 3. Registered Office; Registered Agent. The address of the registered office of the Company in the State of Delaware is c/o The Corporation 'Trust Company, Corporation Trust Center, 2209 Orange Street, Wilmington, Delaware 19801. The name of the Company's registered agent at that address is The Corporation Trust Company. 4. Term. The terra of the Company shall continue until the date the Company is dissolved and terminated in accordance with Section 14, 5. Member. The name and the mailing address of the Member are as follows: Marlins (Stadium Operator, LLC 2267 Dan Marino Boulevard Miami, Florida 33056 6, Capital Contributions. The Member has contributed $10.00, in cash, and no other property, to the Company. 7, Additional Contributions, The Member is not required to make any additional capital contributions to the Company. The Member shall have no obligation to make any 1 CURRENT 1352016O 1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. contributions or payments with respect to any negati ve balance in the Member°s capital account. However, the Member may, at its option, make additional capital contributions to tbo Connpany. 8. Loans. The Member may, at any time, make or cause a load to be made to the Company in any amount and on such terms as determined by the Member. 9. Powers. In accordance with Section 18-402 of the Act, management of the Company shall. be vested in the Member. The Member shall have the power to do any and ail acts necessaay, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by members of a limited liability company under the laws of the State of Delaware. In connection with the foregoing, the Member is hereby authorized and empowered to act through its Officer's (as defined hi Section 1 0 below) and employees and other persons designated by the Member in carrying out any and all of its powers and authorities under this Agreement, and to delegate any and ail of the powers and authorities that the Member possesses under this Agreement to any of its Officers and employees and to any other person designated by the Member. 10. Officers. The Member may, from time to time as the Member deems advisable, appoint officers of the Company (thc "Officers") and assign in writing titles (including, without limitation, President, Vice President, Secretary and Treasurer) to any such person. Unless the Member decides otherwise, if the title is one commonly used for officers of a business corporation formed meter the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are. normally associated with that office, Any delegation pursuant. to this Section 10 may be revoked at any time by the Member. Each of the following individuals are initially appointed as the Officers of the Company, to serve in the office(s) set forth opposite their name below until their: resignation orreinovaal or until their successor is duly appointed: Name JelTrey Loria David Samson Michel Bussiere Claude Deloune Offices Chairman, Chief Executive Officer President,. Secretary Senior Vice President, Chief Financial Officer, Treasurer, Assistant Secretary Senior Vice President 11. Other Business. The Member may engage in or possess an interest in other business ventures (unconnected with. the Company) of every kind and description, independently or with others. The Company shall not have any rights in or to such independent ventures or the income or profits therefrom by virtue of this Agreement. 12. Allocation of Profits and Losses. All of the Compata.y's profits and losses shall be allocated to the Member, 2 CURRENT 13524160v1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 13. Distributions. Distributions shall be made to the Member at the times and is the aggregate amounts determined by the Member. Notwithstanding any provision to the contraiy contained in. this Agreement, the Company shall not make a distribution to the Member on account of its interest in the Company if such distribution would violate Section 18-607 of the Act of other applicable law, 1.4. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon the :first to occur of the following; (a) the written consent of the Member; (b) the retirement, resignation or bankruptcy of the Member or the occurrence of any other event which tcrrniaatcs the continued membership of the Member in the Company; or (c) the entry of a. decree ofjudicial dissolution under Section. 18-802 of the Act, 15. Exculpation and Indemnification. No Member or Officer shall be liable to the Company, on° any other person or entity who has an interest in the Company, for any loss, damage or claim incurred by reason of any act or omission performed er ;emitted by such Member or Officer in good faith on behalf ofthe Company and in a manner reasonably believed to he within the scope of the authority conferred on such Member or Officer by this Agreement, except that a Member or Officer shall be liable for any such loss, damage or claim incurred by reason orsueb Member's or Officer's willful misconduct, To the fullest extent permitted by applicable law, a Member or Officer shall be entitled to indeinnific€ntion from the Company for any loss, damage or claim incurred by such Member or Officer by reason of any net or omission performed or omitted by such Member or Officer in good faith on behalf of the Company and in a manner reasonably believed to be within the scope ofthe authority conferred on such Member or Officer by this Agreement, except Chat no Member or Officer shall be entitled to be indemnified in respect of any lass, damage or claim incurred by such Member or Officer by reason of willf-ui misconduct with respect to such acts or omissions; provided, however, that any indemnity under this :Section 15 shall be provided out of and to the extent of Company assets only, and no Member shall have personal liability on account thor'cof. 16. Assignments. The Ivleniber may assign in whole or in part its limited liability company interest to any transferee. if the Niennbea' transfers all of the Member's interest in the Company pursuant to this Section 16, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor Member shall cease to be a meniber of the Company. 17. Admission of Additional .Members. One (1) or more additional members of the Company may he admitted to the Company with the written consent of the Member. 18, Liability of Members. No tl enn-.ber shall have any liability for the obligations or liabilities of the Company except to the extent provided in the Act. 3 CURRENT 13520160v1 THIS DOCUMENT IS A SUBSTITUTION TO ORIGINAL. BACKUP ORIGINAL CAN BE SEEN AT THE END OF THIS DOCUMENT. 19. C nverninnR Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be pertorni.ed entirely in Delaware. 20. Amendments. This Agreement may not be modified, altered, supplemented or amended except pursuant to a written agreement executed and delivered by the Member, 21, Separability of Provisions.. Each provision of this Agreeoent shall be considered separable and if for any reason any provision or provisions _herein are determined to be invalid, unenforceable or illegal under any existing or future late, such invalidity, u nenfcrceab[lity or illegality shall not impair the operation of or affect those portions of this Agreement which are valid, enforceable and legal. 22. No Third Party Beneficiaries. This Agreement is solely for the benefit o1 the parties hereto, and not F i rig in this Agreement s11a[I he deemed to create any legal, equitable or other third -party beneficiary rights in any person not a party to this Agreement except, with respect to the exculpation and indemnification provisions of Section 15, the Officers. 23, Entire AR -moment, 'lhlis Agreement constitutes the entire ab -eement of the IVlelnber with respect to the Company, and supersedes all prior agreements, arrangements and understanding:, with respect to the Company. 1 +1 WITNESS WHEREOF, the undersigned, intending to he legally bound hereby, has duly executed this Agrecr e at as of the date and year first above written. 4 CURRENT 135241GGu1 MARLINS STADIUM OPERATOR, LLC By: Name: Jeffrey H..Loria Title: Chairman & Chief Executive Officer SUBSTITUTED Composite Exhibit A City Commission Resolution No. 09-0509, adopted October 27, 2009, and Disclosure Dissemination Agreement, dated as of July 29, 2010 SUBSTITUTED CERTIFICATE OF RECORDING OFFICER 1. I ain the duly appointed and qualified City Clerk of the City of Miami, Florida, and keeper of the records thereof, including the militates of its proceedings; 2. A meeting was duly convened on October 22, 2009, in conformity wi applicable requirements; a proper quorum was present throughout said meeting c. instillment hereinafter mentioned was duly proposed, considered and ad d in conformity with applicable requirements; and all other requirements and p eedings incident to the proper adoption of said instrument have been duly fulfille arried out and otherwise observed; 3. I am duly authorized to execute this Certificate; and 4, The copy of Resolution No. R-09-0509 annexed heret A RESOLUTION OF THE CITY COMMISSION FLORIDA, WITH ATTACHMENTS, PRO\TJDI NOT TO EXCEED $120,000,000 IN AGGREG CITY OF MIAMI, FLORIDA SPECIAL OB BONDS, SERIES 2009 (MARLINS STAD ONE OR MORE SERIES ON A TAX FINANCE THE CITY'S PORTION PARKING FACILITIES FOR TH STADIUM AND COSTS OF IS 2009 BONDS; MAKING CE DELEGATING TO THE CERTAIN MATTERS BONDS; FROVIDIN AUTHORIZING A APPROVING T DELIVERY 01 THEREWIT APPROVI DELIVE APPR OF HE CITY OF MIAMI, OR THE ISSUANCE OF RINCIPAL AMOUNT OF TION PARKING REVENUE PROJECT) TO BE ISSUED IN AND TAX-EXEIVIPT BASIS, TO THE CONSTRUCTION OF THE FLORIDA MARLINS BASEBALL NCE ASSOCIATED WITH THE SERIES N FINDINGS AND DETERMINATIONS; MANAGER THE DETERMINATION OF DETAILS CONCERNING THE SERIES 2009 R THE FUNDING OF A RESERVE FUND; GOTIATED SALE OF THE SERIES 2009 BONDS; RM AND AUTHORIZING THE EXECUTION AND BOND PURCHASE AGREEMENT IN CONNECTION POINTING A PAYING AGENT AND BOND REGISTRAR; HE' FORM AND AUTHORIZING THE EXECUTION AND OF A PAYING AGENT AND REGISTRAR AGREEMENT; G UNCLRTIFICATED, BOOK ENTRY ONLY REGISTRATION D SERIES 2009 BONDS WITH THE DEPOSITORY TRUST C' ANY; APPROVING THE FORM AND AUTHORIZING THE BUTION OF A PRELIMINARY OFFICIAL STATEMENT AND AN PFICIAL STATEMENT AND PROVIDING FOR THE SELECTION OF A FINANCIAL PRINTER THEREFOR; COVEN AWING TO PROVIDE CONTINUING DISCLOSURE IN CONNECTION WITH THE SERIES 2009 BONDS IN ACCORDANCE WITH SECURITIES AND EXCHANGE 235831 SUBSTITUTED COMMISSION RULE 15c2-12 AND APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONTINUING DISCLOSURE AGREEMENT WITH RESPECT THERE'.f0; AUTHORIZING ALL REQUIRED ACTIONS I3Y THE CITY MANAGER AND ALL OTHER CITY OFFICIALS; AND PROVIDING AN EFFECTIVE DATE, is a true, correct and compared copy of the original instrument referred to said minutes and as finally adopted at said meeting, which is in full force and eff exccpt as amended by subsequent resolution and, to the extent required by law, een duly signed or approved by the proper officer or officers and is on file and, of r d, DATED this 29 th clay of July, 2010. (SEAL) 235S31 City Clerk 2 SUBSTITUTED City of larni Certified Copy File Number: 09-01150b City Hall 3500 Pan American Drive Miami, FL 33133 wwv.miarni9ovcor Enaettnen A RESOLUTION OF THE CITY COMMISSION OF THE ary OF FLORIDA, WITH ATFACHMENT(S), PROVIDING FOR THE ISSUANCE TO EXCEED $120,000,000 IN AGGREGATE PRINCIPAL AMOUNT 0 MIAMI, FLORIDA SPECIAL OBLIGATION PARKING REVEN SERIES 2009 (MARLINS STADIUM PROJECT) TO BE ISSUED IN SERIES ON A TAXABLE AND TAX-EXEMPT BASIS, TO FI PORTION OF THE CONSTRUCTION OF THE PARKING F NEW FLORIDA MARLINS BASEBALL STADIUM AND ASSOCIATED WITH THE SERIES 2009 BONDS; MAKI AND DETERMINATIONS; DELEGATING TO ThT DETERMINATION OF CERTAIN .MATTERS AND D SERIES 2009 BONDS; PROVIDING FOR THE F AUTHORIZING A NEGOTIATED SALE 0 APPROVING THE FORM AND AUTHO DELIVERY OF A BOND PURCHAS THEREWITH; APPOINTING A PAYI APPROVING THE FORM AND DELIVERY OF A PAYING A APPROVING UNCERTIFICATE SAID SERIES 2009 BONDS APPROVING THE FORM PRELIMINARY OFFICIAL PROVIDING FOR THE COVENANTING TO WITH THE SERIES EXCHANGE CO AUTHORIZIN H DISCLOSUR REQUIRE OFFICI SEE COM pages). OT TY OF BONDS, OR MORE THE CITY'S ITIES FOR THE 'S OF ISSUANCE ERTAIN FINDING'S. TY MANAGER THE CONCERNING THE G OF A RESERVE FUND; HE SERIES 2009 BONDS; NG THE EXECUTION AND REEMENT IN CONNECTION AGENT AND BOND REGISTRAR; ORIZING THE EXECUTION AND T AND REGISTRAR AGREEMENT; OOK ENTRY ONLY REGISTRATION OF I THE DEPOSITORY TRUST COMPANY; AUTHORIZING THE DISTRIBUTION OF A TEMENT AND AN OFFICIAL STATEMENT AND ECTION OF A FINANCIAL PRINTER THEREFOR; DE CONTINUING DISCLOSURE IN CONNECTION 9 BONDS IN ACCORDANCE WITH SECURITIES AND SSION RULE 15c2-12 AND APPROVING THE FORM AND EXECUTION AND DELIVERY OF A CONTINUING GREEMENT WITH RESPECT THERETO; AUTHORIZING ALL TIONS BY THE CITY MANAGER AND ALL OTHER CITY AND PROVIDINCAN EFFECTIVE DM. E LEGISLATION AS AN ATTACHMENT 09-01150b Complete Legislation.pdf (43 OCTOBER 22, 2009 y of Miami Page 1 of 2 R-09-0509 SUBSTITUTED File Number: 09-01150b Enactment Number: R-09-0509 Date; OCTOBER 22, 2009 Mover: COMMISSIONER SARNOFF Seconder: CHAIR SANCHEZ Vote: AYES: 3 - COMMISSIONER(S) GONZALEZ, SARNOFF AND SANCHEZ NOES: 2 - COMMISSIONER(S) REGALADO AND SPENCE-JONES Action: ADOPTED WITH MODIFICATIONS Date: OCTOBER 27, 2009 Action: SIGNED BY THE MAYOR I, Priscilla A. Thompson, City Clerk of the City of Miami, Florida, and keeper o hereby certify that this constitutes a true and correct copy of Resolution No. attachments, passed by the City Commission on 10/22/2009. ecords thereof, do -0509, with July 27, 2010 City Clerk, Deputy Clerk (for P. A. tbbmpson, Date Certified City Clerk) of Puna Page 2 of 2 RO9O5O.9 SUBSTITUTED City of I\liami Legislation R R-09-0509 Pan A:mei-lan Dr Miami FL 2,31s WVAP'. i rn Fac Number: 50b Final A lion tc: 0/22, )0.9 A RESOLUTION OF THE CIT) COMMISSION OF THE CITY OF MIAla ATTACHMENT(S), PROVIDING FOR THE ISSUANCE OF NOT TO EXC AGGREGATE PRINCIPAL AMOUNT OF CITY OF MIAMI, OBLIGATION PARKING REVENUE BONDS, SERIES 2009 (1\i"LARL - I TO BE ISSUED IN ONE OR MORE SERIES ON A TAXABLE AN FINANCE CITY'S PORTION OP 'FITE CONSTRUCTION 0 POR THE NEW FLORIDA MARLINS BASEBALL STADIUM ASSOCIATED WITH THE SERIES 2009 BONDS; MAKIN DETERMINATIONS; DELEGATING TO ',ME CITY CERTAIN MATTERS AND DETAILS CONCERNLNG FOR THE FUNDING OF A RESERVE FUND; AUTHO SERIES 2009 BONDS; APPROVING THE FORM AND DELIVERY OF A BOND PURCHASE AG APPOINTING A PAYING AGENT AND BO AUTHORIZING THE, EXECUTION AND REGISTRAR AGREEMENT; APPROVE REGISTRATION OP SAID SERIFS COM.. PANY; APPROVING THE PO PRELIMINARY OFFICIAL STA PROVIDING FOR THE SE COVENANTING TO PROVII SERIES 2009 BONDS COMMISSION RULE 15c EXECUTION AND D RESPECT THERETO; AND ALL OTHER IDA, WITH 20,000,000 IN A SPECIAL ,DIUM rizoyEcn xuNPT BASIS, TO PARKING FACILITIES COSTS OP ISSUANCE ERTAIN FINDINGS AND THE DETERMINATION OF 2S 2009 BONDS; PROVIDING A NEGOTIATED SALE OF THE AUTHORIZING THE EXECUTION IT IN CONNECTION THEREWITH; ; APPROVING TI .n FORM AND ' OP A PAYING AGENT AND CERTIFICATED, BOOK ENTRY ONLY BONDS WITH THE DEPOSITORY TRUST AND AUTHORIZING THE DISTRIBUTION OF A ,NT AND AN OFFICIAL STATEMENT AND ON OF A FINANCIAL PRINTER THEREFOR; NTINUING DISCLOSURE IN CONNECTION WITH THE CCORDANCE WITH SECURITIES AND EXCHANGE AND APPROVING THE FORM AND AUTHORIZING TFFE "RY OF A CONTINUING DISCLOSURE AGREEMENT WITH HORIZING ALL REQUIRED ACTIONS BY THE CITY MANAGER OFFICIALS; AND PROVIDING AN EFFECTIVE DATE. WH S, on lvlarch 3, 2008, the City of Miami, Florida (the "City"), Miann-Dade County, F da (the "County") and Florida Marlins, L.P. (the "Stadium Operator") executed a Baseba ad in Agreement outlining the terms and conditions which they would move forw to design, develop, construct and operate a Marlins Baseball Stadium and related. dities to be located on the ()Id Orange Bowl Stadium site; WHEREAS, on April 15, 2009, the City, the County and the Marlins Stadium Operator, entered into the City Parking Agreement (the "City Parking Agreement") which provides City of Miami Page 1 of '43 File Id: 09-0 (Verelon 2) Printed On: 3/30/2010 SUBSTITUTED for the construedon, operation and use of parking .facilities to be made available t® ers of the Marlins Baseball Stadiurn and other users; WHEREAS, the Citv desires to provide for firiancin2 its portion of t' arkhg fa cilitks as outhined in the City Par1-ing. Agreement by issuing the Series 2009 I3on rd WHEREAS, the City desires to approve the neg,otiated sale of approve the forms of certain agreements in connection with the Bonds, to delegate to the City Manager the determination of ce Bonds, and to authorize the appropriate officers of the City to best interests of the City in connection with the sale, issuai Bonds. odes 2009 Bonds, to oe of such Series 2009 1-tails of the Series 2009 • actions necessary and in the d deliveiy of the Series 2009 NOW THIREFORE, BE IT RESOLVED 13 113 CITY COMMI SSION OF ThLE CITY OF MIAMJ FLORIDA: LE I AUTHORIT iR THIS RESOLUTION SECTION 1,01 Authority the State of Florida (the "State); 159, Florida Statutes, as am applicable provisions of law Resolution is adopted pursuant to the Constitution of pier 166, Florida Statutes as amended, Part VII of Chapter the City Charter of the City of Miami, Florida; and other ec ively, the "Act"). ARTICLE II DEFINITIONS SE N 2,01 Definitions. In addition to the words and terms defined in the recitals to this ion, as used herein, unless the context otherwise req-uires: Account" means an account created and established under this R "Act" shall have the meaning ascribed in Article I hereof, "Additional Parity Obligations" means additional obligations issued in compliance with the terms and conditions and limitations contained in this Resolution and which (i) shall have a lien on the Pledged Funds equal to that of the Series 2009 Bonds and (if) shall be payable from the proceeds of the Fledged Funds on a parity with the Series 2009 Bonds. City of Miami Page 2 of 42 File id: WO 13 (Version 2) Printed Om 6/3012010 SUBSTITUTED "Amortization Requirements" means the f--....mds to be de-hosited in the Sinking F or the payment at maturity or redemption of a portion of Term Bonds, as established by lty or before the delivery of the Bonds. "Annual Budget" means the budget or budgets, as amended and s, time to time, prepared by the City for each Fiscal Year in accordance with th s ented froni of the c;tate, "Jun -nil Debt Service Requirement" for any Fiscal Year, Sha. ean the respective amounts Which are needed to provide: (a) for payment of the interest on all Bond en Outstanding which is payable on each Interest Payment Date in such Fiscal Ye (b) for payment of the principal of Sands then Outstanding which is payable upon the maturity of such Serial Bonds ± PscaJ. Year; and (c) the Amortization Reqtiiremei any, for the Term Bonds of such series for such Fiscal Year. "Authorized Depository" means any trust company, national banking association, savings and loan association, savings b banking association selected by the City as a depository, which is authorized under e law to be a depository of municipal funds and which has complied with all applicab ate and federal requirements concerning the receipt of City funds. 'Bond Amortization i±" means the Bond Amortization Account within the Sinking Fund established p t to Section 7.01 of this Resolution. "Bond Counsel" is Bryant Miller Olive FA. "Bond Pt form attached to with respect to A 'cement' means the Bond Purchase. Agreement substantially in the esolution as 'Exhibit "Ahereto between the Underwriters and the City sale of the Series 2009 Bonds. "I3o egistrar" means, initially, TD Bank, National Association and, thereafter, any other ag esignated from time to time by the City, by resolution, to maintain the registration books Uae Series 2009 Bonds or to perform other duties with respect to registering the the Series 200913onds, "Bondholder," "Holder" or "registered owner" means the person in whose ny and is registered on the registration books maintained by the Bond Registrar. "Bonds" means the Series 2009 Bonds and any Additional Parity Obligations issue hereunder. City of Miami pap 3 of 43 File Id: 09-0115 2) Print d On: 8/3012010 SUBSTITUTED "Busin.ess Day" means any day other than (i) a Saturday or Sunday, (ii) a day o ict.h banking titutions in the city or ci:'„:ies in which the designated office of the Payirt _gent is located are .authorized by law or. executive order to close, (iii) my day on wllicl e .Federad Reserve Bank of Atlanta or the New York StoCk Exchange is closed, or (iv) a d 1 which the Securities 'Depository is closed, "City" means the City of Miami, Florida, "City Attorney" means the City Attorney of the City or any ignated A.sistar Attorney. "City Commission" means the City Commission of the r f Miarni, Florida, "City Manager" means the City Manager of the ir any Assistant City Manager or other designee of the City Manager, "Clerk" means the Oily Clerk or any Deputy 7 Clerk of the City. "Closing Date" means the date of iss and delivery of the Series 2009 Bonds to the Underwriters, being the original purchasers "Code" means the Inte nal Reve e of 1986, as amended. "Constuction Pad" means Construction Fund established pursuant to Section 5,11 of thiis Resolution. "Convention Deve10 t Tax " means a portion of the revenues collected annually (excluding any carryover prior year collections) by the County of the levy on the exercise within its boundaries the taxable privilege of leasing or letting transient rental accommodations at ti e 0± three percent (3%) of the total consideration charged therefore as currently authorize ‘,51-1.3.11t to Section 212.0305(4)(b), Florida Statutes (net of Tax Collector administrative - foi local administration pursuant to Section 212,0305(5)(b)5, Florida Statutes) and ted to the City as provided in the lnterlocal Agreement, nears Miami -Dade County, Florida, redit Bank" means the person ther than an Insurer) providing a Credit Facility. 'Credit Facility" means a deter of credit, a line of credit or another credit enhancement liquidity facility provided by a Credit Bank (other than an Insurance Policy) issued by an surer). "Finance Director" means the FinanceDirector of the Cliy or other designee of the Finance Director, City of Miami Page 4 of 43 FIJ cl 00-0 0l) (Version 2) Printed 0n: e/30/2010 SUBSTITUTED "Fiscal Year" means the period commencin on October 1 of each ve and endii the succeeding Septeniber 30, Or such other consecutive 12-month period as mav be h ft designated as the fiscal year of the City pursuant to gcineral law. "Fund" shall mean a fund created and established 'wider this Resolution, 'Government Obligation&" (a) Direct obligations of, or obligationsguaranteed b hilted States of America; (h) Any bonds or other obligations of any af the United States of America or of any agency, instrumentality or local gov unit of any such state (i) which are not callable prior to maturity or as to irrevocable instructions have been given to the trustee of such bonds or other o ations h the obligor to give due notice of redemption and to call such bonds 'edemption on the date or dates specified in such instructions, (ii) IAThidi are used as to principal and interest and redemption premium, if any, by a turu.i 1sting only of cash or bonds or other obligations of the character described in se (a) hereof which fund may be applied only to the payment of such princip nd interest and redemption premium, if any, on such bonds or other obligationthe maturity date or dates thereof or the redemption date or dates spec' the irrevocable instructions referred to in subclause (i) of this clause (b), propriate, and (iii) as to which the principal of and interest on the bonds and ons of the character described in clause (a) hereof which have been deposite# such fund along with any cash on deposit in such fund are sufficient to pay pri a1 of and interest and redemption premium, if any, On the bonds or other oblig described in this clause (b) on the maturity date or dates thereof or on the mption date or dates specified In the irrevocable instructions referred to in sub 1) of this clause (b), as appropriate; idencos of indebtedness issued by the Federal Home Loan Banks, Federal H ,oan Mortgage Corporation (including participation certificates), Federal Finaricii nks, or any other agency or instrumentality of the United States of America create' y an act of Congress provided that the obligations of such agency or ins i' entality are unconditionally guaranteed by the United States of America or any agency or instrumentality of the United States of America or of any corporation By -mimed by the United States of America; and (d) Evidences of ownership -of proportionate interests in future interest and principal payments on obligations described in (a) held by a bank or trust company as custodian, "Insurance Policy" means a policy of municipal bond irtsurance, financial gnaranty insurarice, or similar credit enhancement provided by an Insurer. City of Miami Pape 5 of 43 File 09-0115Db (Version 2) Printed On; 13/3 2 SUBSTITUTED "Insurer" :means the issuer of a munitoal. bond insurance policy guarealteeing the payment of -principaland interest on the Series 2009 Bonds When due. "Interest Account" means the la7d-erest Account within the Sinking Fund establiahed pursuant to Section 7.01 of this Resolution, "Interest Payment. Date" means each January ist and July '1st, coinmencing on Jarua 2020, "Interlocal Agreement" means the Interlocal Agreement entered betweeri thr ty and County dated July 1, 2009 regarding the use and disposition of the Convention f elopment Tax, "Mayor" means the ivfayor of the City or, in his or her absence or y to perform, such member of the Commission as may be appointed as acting Mayor o "Maxim= Annual Debt Service" means, at any time and w 2009 Bonds and any Additional Parity Obligations, the gr Requirement in the then current or any succeeding Fiscal Year. spect to all of the Series Annual Debt Service "MLB Home Games" shall have the meaning ascrib o suchterm in the City Parking Agreement. "Non -Ad Valorem Revenues" means all rev other than ad valorem taxation on real or personal payments required herein. "Official Statement" means that cer the Series 2009 Bonds, as such Official accordance with the provisions of this s of the City derived from any source which are legally available to make fficial Statement with respect to the issuance of ent shall be approved by the City Ivianager in "Parking Revenues" mea ie revenues received by the City from the Stadium Operator with respect to the IFr. 711 connection with the MLB Home Games pursuant to the City Parking Agreement (excl g the Parking Surcharge). "Parking Surchar rneans 80% of the portion which is derived from the Project in connection with the F g Revenues of the 15% parking surcharge that is charged at public parking facilities wi the City approved by the electorate of the City on November 4, 2003, imposed pursuan ection 166,271, Florida Statutes and pursuant to Ordinance No. 04-00466 enacted by the Commission on July 22, 2004, tip Agent" means, irdtially, TD Bank, National Association and, thereafter, any other ag iikh is an Authorized Depository, designated by the City by resolution to serve as a PayAgent for the Series 2009 Bonds that shall have agreed to arrange for the timely pa t of the principal of, redemption premium, if any, and interest on the Series 2009 Bonds y of Mlainl Page 6 of 43 Pk Id O9O115Ob (VerIon 2 Prfnted 6)50/2010 SUBSTITUTED to the registered owners thereof, from funds made available therefor by the City, an successors designated pursuant to this Resolution. 'Paying Agent and Registrar Agreement" means the Paving Agent a: „..4,trist-ar Agreement with :respect to the Series 2009 B'onds between the C.ill, and Inc Pay -in ent orany successor thereto in its capacity as Paying Agent and BOnd ReKthiTFIT, suhstan n the form attached hereto as Exhibit "B." "Permitted Investments" means and include such obligations as 4 be permitted to he Legal investments of the City by ale laws of the State. "Pledged Funds" means collectively, the (i) Pledged Rev ) all monies, including Non -Ad Valorem Revenues deposited into the Funds and Ac ts and (iii) the earnings on investments in the Funds and Accounts created herein pe to secure the Bonds (with the exception of the Rebate Fund). "Pledged Revenues" means the Conventio and the Parking Surcharge, 0 nent Tax, the Parking Revenues "Principal Account" means the Prin.cip ccountwithin the Sinking Fund established pursuant to Section 7:01 of this Resolution, "Preliminary Official Statement" the Series 2009 Bonds, to be dated a attached hereto as Exhibit "C". ans the Preliminary Official Statement relating to e date of its distribution, substantially in the form "Project" means the co uction of the parking appurtenant and ancillary facilities, including but not limited 10 ail space surface lots and parking structures for not to exceed 6,000 parking spaces loc.at the site commonly referred to as the Marlins Baseball Stadium. "Rebate Fun Resolution, is the Rebate Fund 'established and pursuantto Section 9.08 of this "Reser und" means the Reserve Fund established pursusut to Section 7.01 of this Resolution, erve Product" means bond insurance, a surety bond or a letter of credit or other cre 3/ used in lieu of or in substitution, in whole or in part, for any cash or securities on de 1 in the Reserve Fund, "Reserve Product Provider" means any provider of a Reserve Product designated )y the anager for deposit in the Reserve Fund, "Reserve Requirement" means, with respect to the Series 2009 Bonds, an amount equal to the lesser of (i) ten 10% percent of the proceeds of the Series 2009 Bonds, (a) Maximum City of Miami Page 7 of 43 File Id: OD-01150e lon 2) Print SUBSTITUTED Annual Debt Service fox the Series 2009 Bonds, (ili) one hundred twenty-five (125%) percent o the average Annual Debt Service Requirement for the Series 2009 Bonds. With respect .to Additional Parity Obligations, Reserve Requirement shall be defined in a supplement resolution, "Revenue Fund" means the .Revenue Fund established pursuant to Section 7,Qi this Res "Securities Depository" means The Depository Thist Company (a limitedrpose trust company), New York, New York, until any successor Securities Depository si ave become such pursuant to the applicable provisions of this Resolution and, th ter, "Securities Depository" shall mean the successor Securities Depository, Any Securiti iepository shall be a securities depository that is a clearing agency under federal law op ag and maintaining, with its participants or otherwise, a book -entry system to recor mership of beneficial interests in the Bonds, and to effect transfers of Series 2009 Bonds, -entry form. "Serial Bonds" means all Bonds other than Tenn Bonds "Series 2009 Bonds" means collectively, the Series A Bonds and Series 200913 Bonds. "Series 2009A Bonds" means the City of Miai iorida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 2009A (Marlins Sta Project) authorized herein. "Series 2009B Bonds" means the C±I Miami, Florida Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Mar dium Project) authorized herein. "Sinking Pund" means the SFund established pursuant to Section 7,01 of this Resolution, "Term Bonds" means Bo or which Amortization Requirements are established on or before the date of delivery of tl rids in accordance with the provisions of this Resolution. "Total Debt Sery Requirement" means the aggregate Annual Debt Service Requirenient for allFisc "Underwrit means, with respect to the Series 2009 Bonds, Merrill Lynch Pierce, Fenner & Smith rporated, RBC Capital Markets, Inc., Raymond James & Associates, Inc., Morgan, Kee a Company, Inc. and Goldman Sachs & Co. . 2,02 Singular/Plural. Words importing shrgulax number shall include the plural rr er n each case and vice versa, and words importing persons shall include firms, carp° xis er other entities including governments or governmental bodies. Words of the e gender shall be deemed and construed to include correlative words of the feminine eutral genders. C1tyfMIm Page 0 of 43 File Id: 09-0 b (Version 2) Printed On: 0/3 SUBSTITUTED ARTICLE III FINDINGS SECTION 3,01 Findings and Determinations. It is hereby ascertained, declared that A. It is in the best interests of the City, its citizens and taxpa) 2009 Bonds. B. The Series 2009 Bonds shall be payable from the Pled C. There is expected to be sufficient Pledged Funds on the Series 2009 Bonds as the same becomes due and payahi Lined and the Series e interest and principal D. The -Pledged Revenues are not now pledge encumbered in any matter. E. Neither the City nor the State of Flor r any political subdivision thereof or goverrunental authority or body thexein, shall evei reuired to levy ad valorem taxes to pay the Series 2009 Bonds and the Series 2009 Bond: 41 iwt constitute a lien upon any properties owned by or situated within the City, excep provided herein with respect to the Pledged Funds, in the manner and to the extent pro herein, F. In accordance with S n 218.355(1), Florida Statutes, as amended, the Commission hereby finds, determinedeclares that a negotiated sale of the Series 2009 Bonds is in the best interests of th y due to the complexities of the market and timing of the issuance of the Series 2009 Bond ARTICLE IV S INSTRUMENT TO CONSTITUTE CONTRACT SEOTI 4.01 Contract. In consideration of the acceptance of the Series 2009 Bonds authorized e issued hereunder by those who shall hold the same from Lune to time, this Resolutio all be deemed to be and shall constitute a contract between the City and the Boncih, is, The covenants and agreements herein set forth to he performed by the City shall be fi e equal benefit, protection and security of the Bondholders and dll Series 2009 Bonds e of equal rank and without preference, priority or distinction over any other thereof, pi as expressly provided herein City of Miami Pape 9 of 43 Ff b (Vet' rti 6/3 201 SUBSTITUTED ARTICLE AUTHORIZATION,DESCRIPTION, FORM AND TERMS OF SERIES 2009 BONDS SECTION 5,01 Authority for the Issuance of Series 2009 Bonds, The hereby authorizes the issuance of the Series 2009 Bonds in three series and pursuant f provisions hereof, to be known as "City of Miami, Florida Tax -Exempt Special Obligation 'Ring Re venue Bonds, Series 2009A (Marlins Stadium Project)" and "City of Miami, F10 Taxable Special Obligation Parking Revenue Bonds, Series 2009B (Marlins Stadi are hereby authorized to be issued at one time or as needed in an aggregate ',rine' aonountnot to exceed One Pluiach•ed Twenty Million Dollars (F120,000,000), for the purp of, together with other available moneys, to pay for the cost of the Project, to fund, a depo the Reserve Fund or pay cost of a Reserve Product and to pay the costs of issuance of the es 2009 Bonds, SECTION 5.02 Description of Series 2009 Bonds. P cries 2009 Bonds shall be dated the date of their issuance; shall bear interest at such rat not exceeding the maximum rate allowed by State law, the actual rate or rates or od of determining rates shall be as determined and stated in the Bond Purchase Agr • t; may be payable at such times as are fixed by the Bond Purchase Agreement; and si mature on such date in such years and amounts as will be fixed by the Bond Purch Agreement and may be Serial said/or Term Bonds, Bach Series 2009 Bond shall bear est from the Interest Payment Date next preceding the date on which it is authentica e leas authenticated on an Interest Payment Date, in which case it shall bear interest fr�s ich lnterest Payment Date, or, unless authenticated prior to the first Interest Payment DateDatr which case it shall bear interest from its date; provided, however, that if at the time of entication interest is in default, such Series 2009 Bond shall bear interest from the date t. cis interest shall have been paid, The Series 2009 ds shall be issued as fully registered, book -entry only bonds in the denomination of $5, eaclh or any integral multiple thereof through the book -entry only system maintaine the Securities Depository, which will act as securities depository for the Series 2009 Bonfurther described in Section 5,19 hereof, The Series 2009 Bonds may have endorsed thersuch legends or text as may be necessary or appropriate to conform to any applicable and regui.atioris of any governmental authority or any usage or requirement of law wifh ect thereto. ach of the Series 2009 Bonds shall be numbered consecutively from upward preceded "R" )refixed to the number of the Series 2009 Bonds. The principal of and the est on the Series 2009 Bonds shall be payable in any coin or currency of the United States of erica which on the respective dates of payment thereof is legal tender for the payment of public and private debts. The principal of and redemption premium, if any, on the Series 2009 04 of Mern Page 10 of 43 File Id: 09-01160b (Version 2) PrInted<>n: 6/30/2010 SUBSTITUTED Bonds shall be payable upon presentation and surrender at the ptincipal office of the Paying Agent. Interest on the Series 2009 Bonds shall be paid by check or draft drawn upon the Pay Agent and mailed to the registered owners of. the Series 2009 Bonds at the adL-esses as they appear on the registration books maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the interest Payment Date (the "Record Date"), irrespective of any transfer or exchange of such Series 2009 Bonds subsequent to such Record Date and prior to such Interest Payment Date, unless the City sl be in default in payment of interest due on such Interest Payment Date; provided, however (i) if ovmership of Series 2009 Bonds is maintained in a book -entry only system by the S Depository, such payment may be made by automatic funds transfer (wire) to such Depository or its nominee or (ii) if such Series 2009 Bonds are not maintained in a only system by the Securities Depository, upon written request of the holder o more in principal amount of Series 2009 Bonds, such payments may be made b the hank and bank account specified in writing by such holder (su.cli bank b the continental United States), if such holder has advanced to the Payit necessary to pay the cost of such wire transfer or authorized the Payit cost of such wire transfer from the 'payment due such holder. In the payment of interest, such defaulted interest shall be payable to such Series 2009 Bonds are registered at the close of business payment of such defaulted interest as established by notice prepaid, by the Paying Agent to the registered owners of fifteen (15) days preceding such special record date. Suei in whose names the Series 2009 Bonds are registered day (whether or not a business day) preceding th Series 2009 Bond may be transferred upon the re principal office of the Bond Registrar accompa transfer in form and with guaranty of si executed by the Bondholder or his atom instructions as to the details of the t security nu/Tiber or federal employer transfer of a Series 2009 Bond, accordance with the terms hereaf e shall deliver in the name of the Bond or Bonds of the same same aggregate principal Bond Registrar may a •Series 2009 Bond governmental ±ru of such transfer, Bond shall be les ik-entry 0,000 or .ansfer to a hank within ;ent the amount gent to deduct the any default in the in whose names pedal record date for the ed ir the U.S, mails, postage eries 2009 Bonds not less than s -mil be mailed to the persons se of business on the fifth (5th) of mailing. The registration of any atoll books upon delivery thereof to the by a written instrument or instruments of satisfactory to the Bond Registrar, duly -fact or legal representative containing written of such Series 2009 Bond., along with the social fication number of such transferee. In all cases of a nd Registrar shall at the earliest practical time in e transfer of ownership in the registration books and transferee or transferees a new fully registered Series 2009 and in authorized denomination or denominations, for the iiCand payable from the same source of funds. The City and the e Bondholder for the registration of every transfer or exchange of mount sufficient to reimburse them for any tax, fee or any other quired (other than by the City) to be paid with respect to the registration may require that such amounts be paid before any such new Series 2009 ered. , the Bond Registrar, and the Paying Agent may treat the registered owner of any Ser 009 Bond as the absolute owner of such Series 2009 Bond for the purpose of ml Pogo '11 of 43 File id: 09-01150b (Version 2) Printed On: 8/30/2010 SUBSTITUTED receiving payment of the -orincipal thereof and -the interest and redemption premium, if any, thereon. Series 2009 Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Series 2009 Bonds, or other authorized denominations of the same series and maturity. SECTION 5,03 Execution of Series 2009 Bonds, The Series 2009 Bonds shall be executed in the name of the City by the City Manager and the seal of the City shall b imprinted, reproduced or lithographed on the Series 2009 Bonds and attested to countersigned by the Clerk. In addition, the City Attorney shall sign the Series 2009 s„ showing approval of the form and correctness thereof. The signal:to-es of the City Mart , the Clerk and the City Attorney on the Series 2009 Bonds may be by facsimile, If any o, whose signature appears on the Series 2009 Bonds ceases to hold office before the delivery le Series 2009 Bonds, his signature., shall nevertheless be valid and sufficient for all purpos n addition, any Series 2009 Bond may bear the signature of, or may be signed by, such ns as at the actual time of execution of such Series 2009 Bond shall be the proper officer sign such Series 2009 Bond, although at the date of such Series 2009 Bond or the date o very thereof such persons may not have been such officers, Only such of the Series 2009 Bonds as shall have been end of authentication substantially in the form hereinafter set fo manually- executed by the Bond Registrar, shall be entitled Resolution. No Series 2009 Bond shall be valid or obligat such certificate of authentication shall have been duly in and such certificate of the Bond Registrar upon any evidence that such Series 2009 Bond has been d Resolution ,The Bond Registrar's certificate of a deemed to have been duly executed if signed b it shall not be necessary that the same offio Series 2009 Bonds that may be issue notwithstanding, if, at any time, the any Series 2009 Bonds delivered du shall he authenticated by the OWnet of any Series 2009 Bo: Resolution. SECTION 5.04 B mutilated, destroyed, s duplicate replacem about to mature o surrendered to its agent proo indemnity; the reaso y Series 2009 Bond shall be conclusive icated and delivered under this tication on any Series 2009 Bond shall be authorized officer of the Bond Registrar, but certificate of authentication on all of the reunder at any one time. The foregoing e 'yes as the Bond Registrar under this Resolution, uch time that the City serves as the Bond Registrar • gnature of the Finance Director, and the registered uthenticated shall be entitled to the benefits of this ne :eon by a certificate Section 5,10 hereof, duly y right or benefit under this y purpose unless and =HI executed by the Bond Registrar, utilated, Destroyed, Stolen or Lost. If any Series 2009 Bond is or lost, the City or its agent may, in its discretion (i) deliver a s 2009 Bond, or (ii) pay a Series 2009 Bond that has matured or is s been called for redemption, A mutilated Series 2009 Bond shall be aneelled by the Bond Registrar. The Bondholder must furnish the City or ownership of any destroyed, stolen or lost Series 2009 Bond; post satisfactory ply with any reasonable conditions the City or its agent may prescribe; and. pay expenses of the City or its agent. ci Page 12 of 43 File idi 09-0 50b (Version 2) Printed On: 6/36/2010 SUBSTITUTED Any such duplicate Series 2009 Bond shall coristitute an original contractual obligation on the part of the City whether or not the destroyed, stolen or lost Series 2009 Bond be at any time iound bv anvone„ and such duplicate Series 2009 Bond shall be entitled to eq trait and proportionate bene.Hts and rights as to lien on, and source of payment of and security for payment dram, the funds pledged to the payment of the Series 2009 Bond so mutilated, dest.oyed, stolen or lost. SECTION 5,05 Provisions for Redemption. The Series 2009 Bonds may be subject to redemption prior to their maturity at such times and in such manner as se th in the Bond Purchase Agreement and approved by the City Manager pursuant to -Li thoritv described herein. Notice of redemption shall be given by deposit in the 1.3,S. mails copy of a redemption notice, postage prepaid, at least thirty (30) days before the redem to all registered owners of the Series 2009 Bonds or portions of the Series 2009 Buz • • be redeemed at their addresses as they appear on the registration books to be maintaine• accordance with the provisions hereof, Failure to mail any such notice to a registered of a Series 2009 Bond, or any defect therein, shall not affect the validity of the proce r redemption of any Series 2009 Bond or portion thereof with respect to which no fail- or defect occurred. So long as all Series 2009 Bonds are held under a boo y system by the Securities Depository, notices of redemption shall be sent only to the Se 'es Depository or its nominee. Selection of book -entry interests in the Series 2009 Bonds ed, and notice of the call to the owners of those interests called, is the responsibility the Secunties Depository (or any successor securities depository) pursuant to its rules a aioceduies, and of its participants and indirect participants. Any failure of the Securiti epository (or any successor securities depository) to advise uiy participant, 03' of any capant or any indirect participant to notify the owner of e book -entry interest, of any such: and its content or effect shall not affect the validity of any proceedings for the redempti. any Series 2009 Bonds, Such notice shall set forth the d ixed for redemption, the rate of interest borne by each Series 2009 Bond being redeeme• e name and address of the Bond Registrar and Paying Agent, the redemption price to b• d and, if less than all of the Series 2009 Bonds then Outstanding shall be called for •emption, the distinctive numbers and letters, including CTJSIP numbers, if any, of sucl es 2009 Bonds to be redeemed and, in the case of Series 2009 Bonds to be redeemed in p y, the portion of the principal amount thereof to be redeemed. If any Series 2009 Bond is e redeemed in part only, the notice of redemption which relates to such Series 2009 Bond state that on or after the redemption date, upon surrender of such Series 2009 Bon w Series 2009 Bond or Series 2009 Bonds in a principal amount equal to the unredeemed 'on of such Series 2009 Bond will be issued, if app e, in the case of optional redemption only, such notice may be given as a conddt'ional i ce af redemption, in which case such notice shall state the condition and provide if such condition is not met on or prior to such redemption date, no such redem shall occur. Page 13 of43 File id; 39-01115ob (Version 2) Printed Om 6/3012010 SUBSTITUTED Any notice mailed as provided in this Section shall conclu:sively presumed to have been duly given, whether or not the owner of such Series 2009 Bond receives 3LICh notice. The 'Bond. Registrar shall not be required to transfer er exchange any Series 2009 Bo after the mailing of a notdce of redemption 11. nor during ' period of fifteen (15) days rireceding mailing of a notice of redeimption. SECTION 5.06 Effect of Notice of Redemption. Notice having been manner and under the conditions hereinabove provided, the Series 2009 Bonds Series 2009 Bonds so called for redemption shall, provided that all con redemption, if any are met, on the redemption date designated in such noti due and payable at the redemption price provided for redemption of such portions of Series 2009 Bonds on such date. On the dale so designated f for payment of the redemption price being held in separate accounts escrow agent or an Authorized Depository intrust for the register Bonds or portions thereof to be redeemed, all as provided h. Series 2009 Bonds or portions of Series 2009 Bonds so calle accrue, such Series 2009 Bonds and portions of Series 2009 any lien, benefit or security under this Resolution and s registered owners of such Series 2009 Bonds or portions in respect thereof except to receive payment of the provided in Section 5.07 hereof, to receive Series the Series 2009 Bonds. • 1.1 SECTION 5,07 Redemption of Pot f Registered Bonds. in case part but not all of an outstanding fully registered Series 200 nd shall be selected for redemption. the registered owner thereof shall present arid surr r such Series 2009 Bond to the designated Paying Agent for payment of the principal t thereof so called for redemption, and the City shall execute and deliver to or upon th � er of such registered owner, without charge therefor, for the unredeemed balance of the neipal amount of the Series 2009 Bonds so surrendered, a Series 2009 I3ond or Series 200 and fully registered as to principal and interest. SECTION 5.08 Series 2009 Bonds or under the provision of, redemption pr to and held in Paying Age Resolution shall ce the p ent 200 Bonds Called fax Redemption not Deemed Outstanding. is of Series 2009 Bonds that have been duly called for redemption 'eof, and with respect to which amounts sufficient to pay the principal , if any, and interest to the date fixed for redemption shall be delivered rate trust accounts by an escrow agent, any Authorized Depository or any er than the City) in trust fax the registered owners thereof, as provided in this 11 ot be deemed to be outstanding under the provisions of this Resolution and e entitled to any lien, benefit or security under this Resolution, except to receive f the redemption price an or after the designated date of redemption from deposited with or held by the escrow agent, Authorized Depository or Paying Agent than the City), as the case may be, for such redemption of the Series 2009 Bonds and, to or 9 City of Miami Page 14 of 4',5 File Id: 09-011501) (Version 2) Printed On/3OI2 in the rtions of ns such econie and be es 2009 Bonds or emptiOn, moneys the Paying Agent, an ers cif the Series 2009 esolution, interest on the redemption sh.all. cease to ds shall cease to be entitled to deerncd paid hereunder, and the eries 2009 Bonds shall have no right ption price thereof and, to the extent Bonds for any unredeemed portions of SUBSTITUTED the extent provided in the preceding section, to receive Series 2009 Bonds for anv unredeemed • portion of the Series 2009 Bonds. SECTION 3,09 Date for Payment of Series 2009 Bonds. If the date fox payment of the principal of, redempdon premium„ if any, or interest on the Series 2009 Bonds is not a Business Day„ ihen the date for such payment shall be the next succeeding Business Day, and payme on such day shall have the same force and effect as if made on the non-dnal date of payment, SECTION 5.10 Form of Series 2009 Bonds. The text of the Series 2009 Bonds, of assignment for such Series 2009 Bonds and the authentication certificate to be thereon shall be substantially in the following form, with such omissions, iris variations as may be necessary or desirable and authorized by this Resolution approved and made by 'the officers of the City executing the same, such conclusive evidence of such approval, including, without limitation, suc required for the iSSUanCe Uncerdficated public obligations: [Remainder of Page Inte a ) Left BI rsed ris and may be eution to be ges as may be lam' Page 15 of 43 Frio Id: 09-011501) (Version 2) Printed On: 6/30/2010 SUBSTITUTED No. {Form of Series 2009 Bond] UNITED STATES OF AMERICA STATE OF FLORIDA COUNTY OF MIAMI-DADE CITY OF I\UAIVII {TAXABLE,TAX-EXEMPT] SPECLAL OT3LICAflON PARKING REVENUE BONDS, SERIES 2 (MARLINS STADIUM PROJECT) Interest Rate /0 REGISTERED OWNER: PRINCIPAL AMOUNT: Maturity Date The City of Miami, Florida (hereinafter promises to pay to the Registered Owner id representatives, to the extent and from the sou identified above (or earlier a.s hereinafter upon presentation and surrender hereo Paying Agent for .the Bonds, or any su the Resolution hereinafter referred t described, interest on the princip Payment Date to which intere until payment of the princip provided for, such intere of each ye mailed. to .the register the City maintained -(15th) day (whe Date (the "Rec each Record payment o clefaulte close est Dated Date CUSIP 20 DOLLARS a the "City"), for value received, hereby above, or to registered assigns or legal •einafter mentioned, on the Maturity Date ' d), the Principal Amount identified above, 'e ignated office of. _ , as the or Paying Agent appointed by the City pursuant to d to pay, to the extent and from the sources herein from the date hereof, or from the most recent Interest een paid, at the Interest Rate per annum identified above, n, or until provision for the payment thereof has been duly eing payable on the first day of and the first day of encing on. Interest will be paid by check or draft hereof at his address as it appears on the registration books of as l3ond Registrar, at the close of business on the fifteenth r not a business day) of the month next preceding the Interest Payment ate"), irrespective of any transfer or exchange of such Bond subsequent to nd prior to such Interest Payment Date, unless the City shall be in default in rest due on such Interest Payment Date, in the event of xny such default, such rest shall be payable to the person in whose name such Bond is registered at the usiness 011 a special record date for the payment of such defaulted interest as ed by notice by deposit in the U.S. mails, postage prepaid, by the Bond Registrar to the Page 16 Pf 43 File id; 09-01160b (Version 2) Printed On: 6/30/2010 SUBSTITUTED registered owners of Bonds not less than fifteen (15) days -preceding such special record date. Such notice shall be mailed to the persons in. whose names the Bonds are registered at the close of business on the fifth (5th) day (whether or not a Business Day) preceding the date of mailing. This Bond is a part of a duly authorized issue oi bonds of the City designated as 1Taxab1efrax-Exerapti Special Obligation Parking Revenue Bonds, Series 20091A][B] (Fda Stadium Froject) (the "Series 2009 Bonds") in the aggregate principal amount of $ issued pursuant to the Act (defined below) in order to provide funds to pay for the co.1ction of the Project, to fund a Reserve Fund, and to pay certain costs of issuance. The es 2009 Bonds will be issued in authorized denominations of $5,000 and integral rnultipL 5,000 in excess thereof. This Bond is issued under the authority of and in full comp -Jim -ye and the Laws of the State, including particularly Chapter 166, Florida S Part VII of Chapter 159, Florida Statutes, as amended, the Chart applicable provisions of law (collectively, the "Act"), Resolution by the Commission of the City on (the "Resolution"). he Constitution s, as amended and e City and other , duly adopted This 'Bond is subject to all the tarn -is and condition. e Resolution, and capitalized ternis not otherwise defined herein shall have the same anings ascribed to them in the Resaution. This Bond is secured by a lien on and pledge (i) Pledged Revenues, (ii) monies, including Non -Ad Valorem Revenues deposited o the Funds and Accounts, and (iii) the earning on investments in the F-unds and Ac' s created under the Resolution (with the exception of the Rebate Ftuul) (collectively, 'Pledged Funds") and is payable solely from such Pledged Funds in the manner pro d in the Resolution, The City is not obligated to pay this Bond or the interest hereon ex provided in the Resolution, and the full faith and credit of the City are not pledged ne payment of this Bond and this Bond does not constitute an indebtedness of the within the meaning of any constitutional, statutory or charter provision or limitation; is expressly agreed by the Holder of this Bond that such Holder shall never have the i to require or compel the exercise of the ad valorem taxing power of the City, the Stat arida or any political subdivision thereof or taxation in any form of any real or pers .roperty therein, for the payment of the principal of and interest on this Bond or the makin any other payments provided for in the Resolution. If the Pled Revenues on deposit in the Revenue Fund are not sufficient to pay principal and st and other payments required by the Resolution when due, the City covenanted i greeci to the extent permitted by and in accordance with applicable law and budgetary ases, to prepare, approve and appropriate in its Annual Budget for each Fiscal Year, by ent if necessary, and to deposit to the credit of the Revenue Fund, Non -Ad Valore venues of the City lawfully available in an amount which is equal to the deficiency of th' --mai Debt Service Requirement with respect to all Bonds outstanding hereunder for licable Fiscal, Year, plus an amount sufficient to satisfy the other payment obligations of Page 17 of 43 File Id: 00-011601) (Version 2) Printed On: 6134/2010 SUBSTITUTED the Citv as providedin the Resolution for .the ap71icab.le Fisc.al Year. Suell covenant and agreement on the ;,lart 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 Valorena Revenues in amounts sufficient to make all r.equired paymeu hereunder as and When due: :including any delinonent, payments, shall have been budc- appropriated and actually paid into the appropriate Funds and Accounts, hereunder; pro however, that such covenant shall not constitute a hen, either legal or equitable, on City's legally available Non -Ad Valorem Revenues or other revenues, nor shall it p City from pledging in the future any of its legally available Non-A.d Valorem Rev revenues to other obligations, nor shall it give the Bondholders a prior claii avai]rtble'Non-Ad Valorem Revenues. Anything herein to the contrary n obligations of the City hereunder shall be secured only by the leg Valorem Revenues actually budgeted and appropriated and deposit: - Accounts created pursuant to the Resolution, as provided for therein. moneys not appropriated or in excess of its current budgeted rev., City to budget, appropriate and make payments hereunder frog Valorem Revenues is subject to the availability of legally avail after satisfying fielding requirements for obligations hav such revenues and after satisfying funding requirements the City. However, the, covenant- to budget and approp purposes wad in the manner stated herein shall h manner described herein Non -Ad Valorem. Reveni budget and appropriate, by amendment, if nece hereunder; subject, however, in all respec Statutes, which provides, in part, that appropriations for each Fiscal Year whi received frOirt taxation or other revel and programs -which are for essenti the inhabitants of the City or w the foregoing covenant of the, programs now provided or r It is further agree obligation evidenced constitute a lien aril f the de the or other egaBy standing, all ' able Non -Ad the Funds and City may not expend the obligation of the legally available Non -Ad Non -Ad Valorem Revenues express lien on or pledge of itial governmental services of in its general annual budget for the the effect of making available in the ad placing on the City a positive duty to amounts sufficient to meet its obligations restrictions of Section 166.241, Florida governing body of each municipality make any one year, shall not exceed the amount to be urces; and subject further, to the payment of services lic purposes affecting the health, welfare and safety of e gaily mandated by applicable law. Notwithstanding the City does not covenant to maintain any services or awed by the City which generate Non -Ad Valorem Revenues. tween. the City and the Holder of this Bond that this Bond and the y shall not constitute a lien upon property of or in the City, but shall le Pledged Funds, all in the manner prosrided in the Resolution Referen rereby made to the Resolution for the provisions, among others, relating to the term, lier security of the Series 2009 Bonds, the custody and application of the proceeds of the Seri. 9 Bonds, continuing disclosure obligations of the City, the rights and remedies of the Bolder, the extent of and limitations on the City's rights, duties and obligations and the p sions permitting the issuance of additional parity indebtedness, to all of which pro ns the Bondholder hereof for himself arid his successors in interest assents by e of this Bond. Oily of Miami Page 16 of 43 File Id: Ot)-1)1150b (Version 2) Printed On: 6/30/2010 SUBSTITUTED Neither the members of the governing body of. the Clity nor any person executing the Series 2009 Bonds shall be liable personally on the Series 2.009 Bonds by .reason of their issuance, [INSERT THE FOLLOWING REDEMPTION PROVISIONS OMYII BONDS ARE MADE SUBJECT To REDEMPTION] (a) Optional Redemption of Bonds. The Series 2009 Bonds are subject to optional redemption and payment at any time, at the option of the City, as a whole or in part at redemption pie equal to 100% of the principal amount thereof with accrued interest to t redemption date. The City may select amounts and. maturities or portions of matariti Series 2009 Boncls for optional redemption at the City's sole discretion, except ti any redemption of Term Bonds will .reduce pro rata any remaining sinking fund re ption amounts of the Term Bonds remaining outstanding, (b) Mandatory Sinking Fund Redemption. The Series 2009 Bon. maturing on shall be subject to mandatory sinking fund redemption by the City each July 1 of the years specified below, in the amounts of the Amortization Requirem forth below at a redemption price of 100% of the principal amount thereof, Year Watairily Amortization Requirement However, the principal amount of the each such sinking fund redemption date shall 2009 Bonds specified by the City at least 4 either (i) purchased by or on behalf o cancellation, or (it) redeemed other paragraph (b), and that have not be amount of the Series 2009 Bonds t Notice of. call for red e by registered or certified the registered owner o books maintained by pursuant to the Res defect therein, sh portion thereof called for re bear intere Year Amortization Requirement 2009 Bonds required to be redeemed on educed by the principal amount of the Series s prior to the redemption date that have been e City and delivered to the Bond Registrar for through the operation of the provisions of this eyi ausly made the basis for a reduction of the principal redeemed on a sinking fund redemption date. on is to be given by mailing a copy of the redemption notice least thirty (30) days prior to the date fixed for redemption to o id to be redeemed at the address shown on the registration ond Registrar, or any successor Bond Registrar appointed by the City Failure to give such notice by mailing to any Bondholder, or any aiifect the validity of the proceedings for the redemption of any Bond or respect to which no such failure or defect has occurred, All such Bonds on and for the retirement of which funds are duly provided will cease to such redemption date. So long as this Bond is held under a book -entry system City Page 19 of 43 File id: 09-011501) (Verson n ed Orr e130f2010 SUBSTITUTED by the Securities Depository, notice of redempti 7. shall be sent only to the Securities Depository or its nominee. In the case of optional redemption only, such notice mey be given as a conditional notice of redemption as provided in the Resolution. This Bond shall not be valid or become obligatory for any purpose or be entitled , iy security or benefit under the Resolution until the Certificate, of Authentication endors ereon shall have been manually signed by the Bond Registrar. REFERENCE IS HEREBY MADE TO THE ADDITIONAL PROVISION HIS BOND sur FORTH ON 77HE REVERSE SIDE :HEREOF, WHICH. ADDITIONAL PR IONS SHALL FOR ALL :PURPOSES Ii..AVE THE SAME EFFECT AS IF FULLY SET FOR T 'THIS PLACE. This Bond is and has all the qualities and incidents of .Lti inves «rut seenrity under the Uniform Commercial Code -Investment Securities Law of the State o IN WITNESS WHEREOF, the City of Miami, Florida, caused the same to be signed by its City Manager and altos Clerk, either manually or with their facsimile signatures,. facsimile of its seal to be reproduced hereon, aJ1 as of the day of (SEAL) ATTESTED AND COUNTERSIGN this Bond and has countersigned by its City to be affixed hereto or a 2009. /HANEL FLORII By: City Manager 13 y: APPROVED AS TO FORM • City Clerk AND CORRECTNESS City of Miami By; City Attorney Page 20 of 43 File 09.01150b (Version 2) Printed On: 6130/2010 SU B S T I T U T E D This B G@y d [CERTIFICATE OF AU H TTIC TIO t o Bonds designated l and executed 1 4R m2e Date dote/ By: Authorized 0 ! Authentication: e% y ted on the ms t Se§6e gE IC 3 ] Page a#& m&wO@a,mbVersion $pr k n: 2e SUBSTITUTED ADDITIONAL PROVISIONS This Bond may be transferred upon the registration Pooks of the City upon delivery thereof to the principal office of the Bond Registrar accompanied by a written instrument or '`instrurnertii of transfer in form and with guaranty of signature satisfactory to the Bond Registrar,duly executed by the registered owner of this Bortd or by his attorney -in -fact or le representative, containing .v,,tritten instructions as to 'the details of transfer of this 'Bond, with the social security rnzmber or federal employer identification number of such •tra, in. all cases of e transfer of a Series 2009 Bond, the Bond Registrar shall at the earliest ctic1 time in accordance with the provisions of the Resolution enter the transfer of ow e in the registration books and shall deliver in the name of the new transferee or transfere new 'fully registered Series 2009 Bond or Series 2009 T3onds of the same maturity , authorized :denomination or denominztions, :for the sane aggregate principal amount at ,,,able from the same source of funds. The City and the :Bond Registrar may charge the er of such Series 2009 Bond for the registration of every transfer or exchange of a Series d9 Bond an amount sufficient to reimburse them for any tax, fee or any other govemmen .arge required (other than by the City) to be paid with respect to the registration of SIT ansfer, and may require that such amounts be paid before any such new Series 2009 Bond be delivered. If the date for payment of the principal of, redempti r rnitun, if any, or interest on this Bond is not a Business Day, then the date for such p ent shall be the next succeeding Business Day, and payment on such day shall have the e force and affect as if made on the nominal date of payinent, The City has established a book-entrysy of registration for the series of Bonds of which this is one. Except as specifically prov otherwise in the Resolution, an agent will hold this Bond on behalf of the benefici er hereaf. By acceptance of a confirmation of purchase, delivery or transfer, the benefic vner of this Bond Shall be deemed to have agreed to such arrangement It is hereby certified and ed that this Bond is authorized by an,d is issued ha conformity with the requtrernen e Constitution and statutes of the State of Florida; that all acts, conditions and things re d to exist, to happen, and to be performed precedent to the issuance of this Bond exist, e happened and have been performed in regular and due form and time as required by t ws and Constitution of the State of Florida applicable hereto; and that the issuance of tl rids of this issue does not violate any constitutional or statutory limitation or provisio f Olaml Pe9e 22 of 43 FileFIk th Printed On: DID D10 SUBSTITUTED [Form of Abbreviations for Series 2009 Bonds] The following abhreviations„ when used in inscription on the face of the within Br sh,7111 be construed as though they were written ola in full according to applicable 1- TEN COM as tenants ir COMMOD UNIT GLFT MIN ACT - Custodi TEN ENT as tenants by the (Cust) Minor entireties iT TEN as joint tenants withunder Uniform Gifts to Minors right of survivorship Act and not as tenants in (State) common Additional abbreviations may so e use d though n the above list, ItyofMlaml Page 23 of 43 File Id OP-01160Lp (Version 2) Printed Ow W3Qt2O SUBSTITUTED assigns [Form of Ass1-2.7-tenent or Series 2009 Bonds] ASSIGNMENT FOR 'VALLIE, RECEIVED, the undersigned (the "Transferor" and transfers (the "Transferee") PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE hereby sells, unto the within Band and all rights thereunder, and hereby irrevconstiti and appoints attorney to registrar the transfer of the within Bond on the books ke registration of the iTansfer thereof, with full power of substitution in th hises. , • Dated: Signature NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a member firm of any other recognized national securities exchange or commercial bank or a trust company, [End of Form registration and Guaranteed: ICE: No transfer will be registered and new Bond will be issued in the name of the Transferee, unless the signature(s) to this assignment correspond(s) with the rtaine as it appears upon the face of the within Bond in every .particular, without alteration or enlargement or any change whatever and the Social Security or Federal Employer Identification Number of the Transferee is supplied. Series 2009 Bond] aml Page 24 of 43 Ft Id: 09D115Ob (V 2) Printed Or 6 WOW SUBSTITUTED SBCTION 5,11 Application of Series 2009 Bend Proceeds. 'Fite proceeds received front thc sale of the Series 2009 Bonds shall be applied by the City, simultaneou3ly with delivery of the Series 2009 Bonds as provided in a certificate of the City Manager delivered at closMs., A portion of the proceeds of the Series 2009 Bonds in an amount required to as payment in full oi the cosi of the Project shall be deposited into the Construction Fund hereby created and established. There shall be established two subaccounts Construction Fund to be known as the Series 2009A Construction Account and the Construction Account, Proceeds of the Series 2009A Bonds shall be deposited 2009A Construction Account and proceeds of the Series 2009B Bonds shall be d Series 2009B Construction Account Withdrawals from the Construction I. only for costs of the Project, including any amounts to be renribursed to tl The City's share of any liquidated damages or other 3110 contractors or their sureties, and all proceeds .of insurance comp Project during the period of construction, shall be deposited in '- completion of the Project. the 09B the Series ed into the be made paid by defaulting mg for damages to the onstruction Fund to assure When the construction of he Project has been com ed and aU construction costs have been paid in full, all funds remaining in the Constr Fund shall be deposited into the Sinldng Fund hereinafter established, and, the Constr an Fund shall be closed, SECTION 5,12 Temporal), Bonds. Bonds, the City may execute and deliver Bonds shall be issuable as registered denomination, and substantially in tl omissions, insertions, and variations as may be determined by the City any provisions of this Resoluti shall be executed and authe manner, and with like e City shall execute and s 2009 Bonds may be st the principal office in exchange, for definitive Serie Series 2009 B 2009 Bon ag the preparation of definitive Series 2009 nary Series 2009 Bonds, Temporary Series 2009 2009 Bonds without coupons, of any authorized rt of the definitive Series 2009 Bonds but with such -lay be appropriate for temporary Series 2009 Bonds, all nporary Series 2009 Bonds may contain such reference to may be appropriate. Every temporary Series 2009 Bond ted upon the same conditions and in substantially the same e definitive Series 2009 Bonds. As promptly as practicable the h definitive Series 2009 Bonds and hereupon temporary Series ered in exchange for definitive Series 2009 Bonds without charge at e Bond Registrar, and the Bond Registrar shall authenticate and deliver temporary Series 2009 Bonds a like aggregate principal amount of 09 Bonds of authorized denominations, Until so exchanged, the temporary shall be entitled to the same benefits under this Resolution as definitive Series DON 5,13 Delegated Awards; Authorization and Approval of Bond Purchase nertt. Subject to full satisfaction of the conditions set forth in this Section, the City runission of the City hereby authorizes a delegated negotiated sale of the Series 2009 Bonds City of Miami Page 25 of 48 File Id: 09-011500 (Version 2) Printed On: 6130/2010 SUBSTITUTED to the -Underwriters in actiorciance with the terms of the Bond Purchase ils4rreeinent accordance with the provisions of this Section (including, without limdtadon, making the final determination concerning the structuring and marketing of the Series 2009 BOridS to obtain the most favorable rating and interest rate on the Series 2009 Bonds), and the execution and delivery of the Bond Purchase Agreement shall be deemed conclusive evidence of the full and complete satisfaction of the conditions set forth in this Section. Notwithstanding the foregoing, prior to execution of the Bond Purchase Agreer of the following conditions shall bavebean satisfied.: 1., Receipt by the City tvlana.ger of a written offer to purchase the Seri Bonds by the Underwriters substantially in the form of the Bond Purchase Agreerne d offer to provide for, among other things: (a) the issuance of not exceeding $120,000,000 aggregate prit amount of Series 2009 Bonds; (b) a purchase price of not less than ninety-rdne cent (99%) (inclusive of underwriters' discount, but not inclusive of original issue. disc the original issue discount may be such as is necessary to market and sell the Series 2 nds) of the original principal amount of the each series of Series 2009 Bonds; (c) with respect to the Series 2009A 13ni ) a true interest cost of not more than 6.50% per annum and (it) the final maturity of the' 2009A Bonds being no later than July 1, 2040; and (d) with respect to the Series 2 8.50% per annum and (ii) the final main 2040 2, The Series 2009 redemption provisions as p optional redemption premi The City Manag financial advisor, is lorized advantageous to le of the Agreement. 3. and truth- substai Bonds (1) a true interest cost of not more than lc Series 200913 Bonds being no later than July 1, s -mil be subject to such optional and mandatory d in the Bond Purchase Agmement; provided that the lot exceed 102%. ultation with the Finance Director, Bond Counsel and the to determine such redemption provisions as are most Series 2009 Bonds, all as provided in the Bond Purchase ceipt by the City Manager from the Underwriters of a disclosure statement nding information complying with Section 218.385, Florida Statutes and ri the form attached to the Bond Purchase Agreement. tMTam Page 28 of 43 File Id: 00-01150b (Version 2) Printed Or 6/30/2010 SUBSTITUTED Upon satisfaction of the conditions set forth in this Secdon, the City Commission hereby authorizes and directs the City Manager to determine the final provisions of the Boncl Purchase Agreement, within the parameters for the Series 2009 Bonds set forth above in this Section 5,1 The execuEon and delivery of the Bond Purchase Agreement is hereby authorized approved End the City Manager is hereby authorized to execute and the Cleric. authorized to attest to, seal and deliver the Bond Purchase Agreement in substantially form approved at this meeting and attached hereto as Exhibit "A", subject to such change ertions and omissions and such filling in of blanks therein as hereafter may be approved made by the City Manager upon the advice of the City's financial advisor, the City Aft y and Bond Counsel, The execution, attestation and delivery of the Bond Purchase Agree t, as described herein, shall be conclusive evidence of the City's approval of any such dete tations, changes, insertions, (missions or filling in of blanks, SECTION 5,14 Authorization and Approval of Negotiated af Senies 2009 Bonds, Based on the findings set forth in Article HI hereof and satisfactor pliante with Section 5,13 hereof, the City Commission here,by approves the negotiated sat the Series 2009 Bonds to the Undermiters, and the Series 2009 Bonds shall be sold and a ed to the Underwriters, upon the terms and conditions set forth herein and as set forth in ond Purchase Agreement SECTION 5.15 Approval of Form of 'Pay' Agent •and Registrar Agreement; Appointment of Paying Agent and Bond Regis a e. execution and delivery of the Paying Agent and Registrar Agreement is hereby author.zr id approved. The City Commission hereby authorizes and directs the City Manager to detei e the final provisions of the Paying Agent and Registrar Agreement. The City Manager is h 7 authorized to execute and the Clerk is hereby authorized to attest to, seal and deliver the P rag Agent and Registrar Agreement in substantially the form approved at this rneeting arid ehed hereto as Exhibit "B", subject to such Changes, insertions and omissions and such SLU in of blanks therein as hereafter may be approved and made by the City Manager upon advice of the City Attorney and Bond Counsel. The execution attestation and delive e Paying Agent and Registrar Agreement, as described herein, shall be conclusive evi e of the City's approval of any such determinations, changes, insertions, omissions or fil ofblanks. ID Bank, National Association is hereby appointed as the initial Paying Agent ie initial Bond Registrar for the Series 2009 Bonds, SECTION 5,1. eliminary Official Statement; Official Statement, The use of a Preliminary Offici atennent in connection with the marketing of the Series 2009 Bonds is hereby authoriz he Preliminary Official Statement in substantially the form attached hereto as Exhibit "C." 'ereby approved with such changes, insertions and omissions and such -filling in of Um. erein as may be approved by the City Manager, The City Manager is hereby authoriz. (I approve and execute, on behalf of the City, an Official Statement relating to the Series i* Bonds with such changes from the Preliminary Official Statement, within the auti tations and limitations contained herein, as the City Manager in consultation with the ttomey, Bond Counsel and the .City's disclosure counsel in his sole discretion, may ve, such execution to be conclusive evidence of such approval, The City Manager is ereby authorized to deem the Preliminary Official Statement final for the purposes of Rule City of Miami Page 27 of 43 Fife id: 0 -011 1) (Version 2) Print6/30/2010 SUBSTITUTED 15c2-1.2 of the Securities and Exchange Corainission (the "Rule"), andto execute FC:_ld' documents -.,-rtay be necessary therefore, The Ci.ty ivianager or his designee: LS her E.iuthord to provide for the printing of .the Preliminary Official Statement and the 0 a1 Staten t by the lowest and .most responsive 'bidder therefor and the payment of the t of such prindng is hereby .authorized to be paid from the proceeds of the Series 2009 Boi SECTION 5.17 Continuing Disclosure. Far the benefit of the holders owners from time to time of the Series 2009 Bonds, the City agrees in a.ccordat and as the only obligated person with respect to the Series 2009 Bonds provide or cause to be provided such financial information and ope statements and notices, in such manlier, as may be required for purpo • the Rule. In order to describe and specify certain terms of the C' agreement, including provisions for enforcement, amendment Director is hereby authorized and directed to sign and deliver, City, a Disclosure Dissemination Agent Agreement (the "C with Digital. Assurance Certification LLC ("DAC"), in sub Exhibit "D", with such changes, insertions and omissions may be approved by the Finance Director and in co Counsel and the City's disclosure counsel, the final Attorney. The execution and delivery of the behalf of the City by the Finance Director, sh approval of the Continuing Disclosure A this Resolution, any failure by the City Disclosure Agreement or this Section 5 and the remedies therefor shall be so DAC is hereby appointed dissemii beneficial ,`th the Rule, er the Rule, to , data, financial paragraph (b)(5) of continuing disclosure nination, the Finance e and on behalf of the umg Disclosure Agreement") y the form attached hereto as such filling -in of blanks therein as tation with the City Attorney, Bond .f which is to be approved by the City ing Disclosure Agreement, for and on deemed conclusive evidence of the City's Notwithstanding any other provisions of comply with any provisions of the Continuing hall not constitute a default under the Resolution as provided in the Continuing Disclosure Agreement. agent under the Continuing Disclosure Agreement, The Finance Director irther authorized and directed to establish, or cause to be established, procedures in 4er to ensure compliance by the City with the Continuing Disclosure Agreement, 4 ing the timely provision of information and notices. Prior to making any filing in ac ante with such agreement, the Finance Director shall consult with, as appropriate, the Attorney, Bond Counsel or the City's disclosure counsel. The Finance Director, acting in le and on behalf of the City, shall be entitled to rely upon any legal advice provides the City Attorney, Bond Counsel or the City's disclosure counsel in determining 4er a filing should be made. N 5.18 Qualification for the Securities Depository. Notwithstanding any other provis •eof, the City, the Bond Registrar and the Paying Agent are hereby authorized to take actions as may be necessary to qualify the Series 2009 Bonds for deposit with the Se' ties Depository in accordance with the Blanket Issuer Letter of Representations dated er 4, 1995 from the City to Securities Depository (the "Securities Depository Agreement") the taking of all actions required by such Securities Depository Agreement, wire transfers f interest and principal payments with respect to the Series 2009 Bonds, utilization of electronic book -entry data received from the Securities Depository in place of actual delivery of Series Oily of Miami Page 28 of 43 File id: 89.0115ob (VersEon 2) Printed On: 6/30/2010 SUBSTITUTED 2009 Bonds and provisions of notice W± rci-spect to Serie,: 2009 Bonds registered by Securities Dpoho' or ny of its designees identified to the City„ the Bond Registrar or the Paying Agent) by overrLight delivery, courier service, telegram, telecopy or other similar means " communication, SECTION 5.19 Insurance Policy, Reserve Product and Credit Facility, produce the lowest true interest cost possible., for the Series 2009 Bonds or any port' the City Manager is hereby authorized to negotiate 5.11 Insurance Policy, a Reserve a Credit Facility with respect to any or all of the Series 2009 Bonds, if, after consi Finance Director and the Financial Advisor, the City Imtanager determines tat an Insurance Po]icy, a Reserve Product or a Credit Facility is in the best inter City is hereby authorized to provide for the payment of the -preiniuill of any costs of the Reserve Product and any costs of a Credit Padlity issuance of the Series 2009 Bonds and to enter into such agreemer secure such Insurance Policy, a Reserve Product or Credit Facill execution of any such agreement(s) to be conclusive! evidence provided, however, that the City Manager may consult -w Attorney and Bond Counsel in connection with any such ag ARTIC SOURCE OP PAYMEN Jn or to ercof, uct and n )vith the ning such - the City. The Insurance Policy, fr' the proceeds of the may be necessary to id the City Manager's e City's approval thereof; Finance Director, the City SERIES 2009 BONDS; SPECIAL OBLI ONS OF THE CITY SECTION 6.01 Series 2009 Bon City, The Series 2009 Bonds shall no the faith and credit of the City, the of any constitutional, legislativ from and secured by a lien u extent herein provided, require or compel the ex political subdivision the Series 2009 Box of such principal other than the 2009 Bonds personal p in the C' exten p to be General Obligation or Indebtedness of the deemed to constitute general obligations or a pledge of or any political subdivision thereof within the meaning charter provision or limitation, but shall be payable solely and a pledge of the Pledged Funds, in the manner and to the ondhoider shall ever have the right, directly or indirectly, to e of the ad valorem taxing power of the City, the State or any other State or taxation in any form on any real or personal property to pay , the interest thereon, nor shall any Bondholder be entitled to payment ederoption premium, if any and interest from any other funds of the City ged Funds, all in, the manner and to the extent herein provided. The Series e indebtedness evidenced thereby shall not constitute a lien upon any real or rty of the City, or any part thereof, or any other tangible personal property of or t shall constitute a lien only on the Pledged Funds, all in the manner and to the vid.ed herein, • e 4 ;NON 6.02 Pledge, The payment of the principal of and interest on the Series 2009 ds shall be secured forthwith equally and ratably by an irrevocable hen on the Pledged E Oily of Mail Page 29 of 43 File Id: 09-01150b (Version 2) Printed On: 6/30/201 SUBSTITUTED Funds, The City does lieby irrevocably pledge such Pledged Funds to the T;..:avinerit of the principal of, redemption premium if any, and interest or. -E-ie Series 2009 Bonds and for all other payments as oi-cvl ded herein, in the order of priorities set forth herein, SECTION 6,03 Covenant to Budget and Appropriateli the Pledged Revenue deposit in the Revenue Fund are not sufficient to pay principal and interest on the fifth (5 prior to the due date of such payment s and other payments required by this Resoluti due, die City hereby covenants and agrees to the extent permitted by and in accor applicable law and budgetary processes, to prepare, approve and appropriate Budget for each Fiscal Year, by amendment if necessary, and to deposit to Revenue Fund, Non -Ad Valorem Revenues of the City lawfully available in ecual to the deffrienyoLthe Annualiaebt_Sendce Reouire_mmit with—r outstanding hereunder for the applicable Fiscal Year, plus an amount other payment obligations of the City hereunder for the applicable F' and agreement on the part of the City to budget and appropriate s available Non -Ad Valorem Revenues shall be cumulative, and available Non -Ad Valorem Revenues in amounts sufficient hereunder as and. when due, including any delinquent pa appropriated and actually paid into the appropriate Funds however, that such covenant shall not constitute a lien, City's legally available Non -Ad Valorem Revenues a City from pledging in the future any of its legally revenues to other obligations, nor shall it give available Non -Ad Valorem Revenues. Anyt obligations of the City hereunder shall b Valorem Revenues actually budgeted Accounts created here -wider, as pro\ appropriated or in excess of its c budget, appropriate and make pa Revenues is subject to the ava satisfying funding requirem revenues and after satisfyi City. However, the cov purposes and in the manner described budget and appro hereunder; shb Statutes, appropriat received and p the bit len Annual dit of the aunt which is ent to satisfy the 'ear. Such covenant ent amounts of legally ntirree until such legally required payments ts, shall have been budgeted, Accounts, hereunder; provided, er legal or equitable, on any of the r revenues, nor shall it preclude the e Non -Ad Valorem Revenues or other idholders a prior claim on the legally herein to the contrary notwithstanding, all nly by the legally available Non -Ad ppropriated and deposited into the Funds and r herein. The City may not expend moneys not budgeted revenues. The obligation of the City to ereimder from its legally available Non -Ad Valorem y of legally available Non -Ad Valorem Revenues after obligations having an express lien on or pledge of such ding requirements for essential governmental services of the to budget and appropriate in its general annual budget for the ierstated herein shall have the effect of making available in the Non -Ad Valorem Revenues and placing on the City a positive duty to e, by amendment, if necessary, amounts sufficient to meet its obligations however, in all respects to the restrictions of Section 166.241, Florida rovides, in part, that the governing body of each municipality make or each Fiscal Year which, in any one year, shall not exceed the amount to be taxation or other revenue sources; and subject further, to the payment of services which are for essential public purposes affecting the health, welfare and safety of s of the City or which are legally mandated by applicable law. Notwithstanding Iarn Page 30 of 43 File Id; 00-01150b (Version 2) Printed On 6/3012010 SUBSTITUTED the foregoing covenant of the City, the City does not cov-eriai-it to maintain anv services or programs now provided or ma,intained by the City which generate Non-,4i.d. Valorem Revenues ARTICLE VII CREA ION AND USE OF FUNDS AND ACCOUNTS; DISPOSITION OF REVENUES SECTION 7,01 Creation of Revenue Fund, Sinking Fund and Reserve Fund. There is hereby established the "Revenue Fund", the "Si "Reserve Fund," There are established within the Sinking Fund three. s designated as the "Interest Account," the "Principal Account" an Account", and the d" and the -e Accounts therein 'Bond Amortization The Revenue Fund, the Sill -king Fund and the Reserve dl established hereunder and all Accounts therein shall constitute trust funds for the r ose herein provided, shall be delivered to and held by the Finance Director (or an A 4 zed Depository designated by the Finance Director), in each case who shall act as truste such funds for the purposes hereof, and shall at all times be kept separate and distinct alt other funds of the City and used only as herein provided. The designation and esta ent of the various Funds and Accounts in and by this Resolution shall not be construe. equire the establishment of any completely independent, self -balancing funds as such te commonly defined and used in governmental accounting, but rather is intended solely to stitute an earmarking of certain revenues of the City for certain purposes and to establisi tain priorities for application of such revenues and assets as herein provided. Moneys held in the Fund Accounts (except the Rebate Fund), are Pledged Funds and ihall be subject to a lien large in favor of the holders and registered owners of the Series 2009 Bonds and any Aanal Parity Obligations as herein provided. SECTION 7,02 D or cause to be paid in the Pledged Reve MOnies in the Re sition of Revenues. The City covenants and agrees that it will pay e Revenue Fund, as promptly as practicable after receipt thereof, all of d the Non -Ad Valorem Revenues as required by Section 6,03 hereof, krnd shall be transferred and applied as follows: To the full extent necessary, for deposit into the Interest Account in the g Fund, on the fifth (5th) day preceding each Interest Payment Date, such sums as be sufficient to pay the interest becoming due on the Bonds on each such Interest a -ment Date; provided, however, that such deposits for interest shall not Be required to be made into the Interest Account to the extent that money on deposit therein is sufficient for such purpose. City of Miami Page 31 of 43 File Id: 09-01150b (Version 2) Printed Om 6/30/2010 SUBSTITUTED The City shall, on or before each Interest Payment Date, transfer to the Pay' Agent moneys in an ainount equal to the interest due or such Interest Payment D or shall, prior to such Interest Payment Date, advise the Paying Agent of the Lino ary deficiency in the amount so to be transferred. (2) (a) To the full extent necessary, for deposit in the Princip in the Sinking Fund., on the fifila (5th) day preceding each principal mat -tufty , the principal amowat of Serial Bonds which will mature eind become due on si maturity date; provided, however, that such deposits for principal shall not be re to be made into the Principal Account to the extent that money on deposit ther is sufficient for such purpose, The City sha.11, on or before each principal paym date, transfer to the Paying Agent moneys in an amount equal to the principal due ch. principal payment date, (b) To the full extent necessary, for osit into the Bond Amortization Account in the Sinking Fund, on the fifth (5 day preceding each redemption or maturity date, the Amortization Requiremen y be necessary for the payment of the Term Bonds payable from the Bond A tization Account on such redemption or maturity dates, The moneys in the Bond tization Account shall be used solely for the purchase or redemption of the T Bonds payable therefrom. The City may at any time purchase any of said Ter s at prices not greater than the principal amount thereof and credit the princi mount purchased against the Amortization Installment due. The City shall be idatoriJy obligated to use any moneys in, the Bond Amortization Account pplied to purchase Term Bonds fox the redemption prior to maturity of such Tel .nds in such manner and at such times as the same are subject to mandatory red an. If, by the application of Ynoneys in the Bond Amortization Account, the City 11 purchase or call for redemption in any year Term Bonds in excess of the Aniort ori Requirements for such year, such excess of Term Bonds so purchased • deemed shall be credited in such manner and at such times as the Finance D or shall determine over the remaining payment dates. e City shall., on each redemption or maturity date, transfer to the Pay.ng Agent in an amount equal, to the payments due on the Term Bonds on such r ption or maturity date, (3) To the full extent necessary, for deposit in the Reserve Fund on or before the next succeeding Interest Payment Date following a draw on the Reserve Fund, an amount which, together with funds on deposit therein, will be sufficient to make the funds an deposit therein, except as otherwise hereinafter provided, equal to the Reserve Requirement for the Bonds, City of Mlaml Page 32 of 43 File Id: 09- SOb (Version 2) Printed On: 0130 City o SUBSTITUTED lYfoneys in the Reserve Fund shall be used only for the uuapose of payxonts kmortization Installments, principal of„ or re es on the Bonds when other ro allocated to the Sinking Fund are insuffic.ient therefore, and for no other purpose, (4) In lieu of or in substitution for cash ar securities on deposit i Find, the City may fund the Reserve Requirement, in whole or in put. Product issued by a Reserve Product Provider in an amount equal between the Reserve Requirement and the sums then on deposit in t1 to remain on deposit in the Reserve Fund, Such Reserve Prod payment ori any interest ar principal payment date (provided a on which a deficiency exists (or is expected to exist) in im payment with respect to the Series 2009 Bonds which cann other Fund or Account held pursuant to this Resolution, a and which shall name the Paying Agent or an Authori serve as trustee for the benefit of the Bondholders a shall the use of such Reserve Product be permittL any existing rating on the Series 2009 Bonds. Product, the City shall be obligated to reins Product on or before the next succee disbursement or to replace such Resery from the first Pledged Revenues av moneys in the maximum amount the amount necessary to reim disbursements made pursuan alternatives, and for purpos reinibursement obligati° Provider (the "Policy C but shall be used by t If funds respect to the S be transferr such exce the Ac s t1 purp .e.serve a Reserve e difference serve Fund or -lust provide for ate notice is given) eld hereunder for a used by moneys in any vailable for such purpose, epository who has agreed to eneficiary thereof, In no event uld cause an impairment in bursement is made from a Reserve maximum limits of such Reserve terest Payment Date following such duct by depositing into the Reserve Fund e for deposit pluisuant to clause (3) above, ly payable under such Reserve Product, plus the Reserve Product Provider for previous such Reserve Product, ar a combination of Stich f clause (3) above, amounts necessary to satisfy such d other obligations of the City to a Reserve Product ) shall be deemed required deposits into the Reserve Fund, yto satisfy its obligations to the Reserve Product Provider, eposit in the Reserve Fund exceed the Reserve Requirement with s 2009 Bonds and any Additional Parity Obligations, such excess shall the City annually to be used for any lawful purpose, provided that 1 be first applied to cure any deficiencies in the Sinking Fund, including erein, and then shall be released to the City to be used for any lawful (5) The City shall not be required to make any further payments into the Ring Fund, including the Accounts therein, and the Reserve Fund when the aggregate amount of funds in. the Sinking Fund, including the Accounts therein, and the Reserve Fund are at least equal to the aggregate principal amount of the Bonds then outstanding plus accrued interest thereon, or if ali of the Bonds then outstanding have been otherwise defeased pursuant to Section 12,02 hereof, Pege 33 of 43 rile id; 09-0 'I (Version 2) Printed On: 6130/2010 SUBSTITUTED (6) The hafimee of any mordes remaininz in the Revenue Fund after p of all required payments in para,a-raphs (I)-(4) above may be used for a. "purpose of the City, ARTICLE VIII DEPOSITORIES OF FUNDS, SECURITY FOR DEPOSITS AND INVESTMENT OF MO NE SECTION 8.01 Deposits Constitute Trust Funds. All any time may be owned or held in the possession of or dep in accordance with the terms and provisions of this Resolu only in accordance with the provisions of this Resolu'' attadunent by any creditor of the City. All Funds or other property- which at any of or deposited with the City pursuant to this shall be continuously secured, for the bene mariner and for the purposes provide( Authorized Depository, as custodia obligations the principal of and inte States of America having a market of such deposit, or (b) in such o permitted by applicable Stat granting a preference in th provisions of Chapter eat awful s or other property which at d with the City for application hall be held in trust and applied shall not be subject to lien or e may be owned or held in the possession lution, and any investment income thereon, the City and the Bondholders in the order and is Resolution either (a) by depositing with an Ilateral security consisting of obligations of, or which are unconditionally guaranteed by, the. United e (exclusive of accrued interest) not less than the amount .anner as permitted hereunder as may then be required or d federal law and regulations regarding the security for, or of, the deposit of trust fit/Ids, including without limitation, the rida Statutes, as from fine to time amended. All moneys osited with each Authorized Depository shall be credited to the particular Fund or ount to which such moneys belong, SECTI Fund, the Investin than Fun .02 Investment of Moneys. Moneys held for the credit of the Revenue r Fund and the Reserve Fund may be invested by the City in Permitted Such investments or reinvestments shall mature or become available not latex spective dates, as estimated by the City, that the moneys held for the credit of said d. Accounts will be needed for the purposes of such Funds or Accounts; provided, r, that moneys in the Reserve Fund shall be invested only in Permitted Investments with naining maturity of five years or less from the date of purchase or subject to redemption pon demand of the holder. Obligations so purchased as an investment of moneys in any such Fund or Account shall be deemed. at all times to be a part of such Fund or Account, and shall at dll times, for the purposes of this Resolution, be valued annually, at the market value thereof, exclusive of City of Miami Page 34 at 43 FIo d: 09-01153b (Version 2) Printed On: 6/30 2010 SUBSTITUTED accrued .!riterest. Deficiencies in the amount on deposit in any Fund or Account resulting r a decline In market value shall be restored no later :Ilan the succeeding valuation date. All income and profits derived from the investment of moneys in the Sinkin d shall be retained in such Funds and Accounts used for the purposes specified for respective Rind and Account. All income and profits derived from the investment of ineys iri the Reserve Fund shall be retained in the. Reserve Fund therein until amounts eposit in such Reserve Fund shall equal the Reserve Requirement thereafter such incomants shall be released to the City to be used for any lawful purpose. ARTICLE IX GENERAL COVENANTS OF THE SECTION 9.01 Notice of Deposit Shortfall. The Paying Agent of any shortfall or deficiency in the Sinkin principal Or Interest Payment Date on which such sllor SECTION 9.02 Annual Audit, covenants that it will notify the nd at least five (5) days before each s expected to occur. (1) Annual Audit. The City sbafl 4ufrC that an annual audit of its accounts and records with respect to its general fundPledged Funds and the Funds and Accounts created herein be completed as soon a acticable after the end of each Fiscal Year by an independent certified public acco recognized standing. Such audit shall be conducted in accordance with generally accept Ring standards as applied to goverrunental units. (2) Availability of R ts. A copy of the comprehensive annual financial report as certified according to the re eiuents stated herein shall be available for inspection at the offices of the City and sha promptly furnished to the Underwriters of the Series 2009 Bonds and mailed to any Bon 4er requesting the same, upon payment by such Bondholder, of the cost 0± repr o d.0 c ti SECTION Receipt of Pledged Revenues. The City covenants, that as long as the Series 2009 Bo re outstailding, it will not impair or adversely affect the right of the City to receive the dged Revenues. The City will proceed diligently to perform legally and effec(ivel steps required on its part to collect and receive the Pledged Revenues. 'E TION 9.04 Operation and Maintenance of the Project, The City covenants to h and enforce reasonable rules and regulations governing the operation and use of the oject, operate the Project in an efficient and economical manner, maintain the properties constituting the Project in good repair and in sound operating condition for so long as the same are necessary to the operation of the Project upon a revenue -producing basis, and comply with MamI of 43 File Id: 09-01160b (Version 2) Printed On: 6/30/2010 SUBSTITUTED ll -valid acts„ -rules-, regulations, order and directions of any legiSlafive, executive, administrative or judicial body that are applicable to the Project. For so long as the Bonds are outstanding, the City will not construct, maintain Qr or cause to be constructed, mahitained or operated, any off-street parldng facilities impair the revenue -producing capacity of the Project unless prior to such operation ox maintenance (a) the construction, maintenance or operation of such f authorized by the City and Mcorporated into the Project or (b) the City pro -yid a parking consultant to the effect that based upon such parking consultant analysis of the financial performance and operations of the Project, no attention that would lead it to believe that the City would not be able. obligations as a result of such construction, operation and rnaintenanc ha ould uctior es are, tatement of idedge and orae to its their payment SECTION 9,05 Insurance. The City will purchase and m thsurance covering such properties belonging to the Project against loss or damage fro ch canses as are customarily hisured against by enterprises of a similar nature,.mess internaption insurance, comprehensive, general liability, insurance and use and o' alloy illStUariCe 011 the Project for bodily injury and property damage. SECTION 9,06 Insurance and Condemna Proceeds, All proceeds of insurance required by Section 9.05 hereof and all n oceeds resulting from eminent domain proceedings shall be delivered to the Payin for deposit in the Construction Fund or Sinking Fund and shall be applied at the el of the City; (1) promptly to replace, repair ttild or .restore the Project to substantially the same condition as that which existed p to such taking, damage or destruction, with such alterations and additions as the Ci ay determine; or (2) to the redemption onds, provided that Bonds may be redeemed only if (A) the Project has been restored substantially the same condition as prior to such damage or destruction or taking, or the City has determined that the portion of the Project damaged or destroyed or taken is e _ssary to the operation of the Project. SECTION Disposition of the Project, The City will have the right to sell or dispose of any moveab roperty or fixtures acquired by the City in connection with the Project, or any materials us connection therewith if the Finance Director determines that such articles are no longer fiil in connection with the construction or maintenance of the Project or the operati le Project and that such sale or disposition will not impair the operating efficiency of th ject. he City has the right to demolish or remove any real property and structures now or eafter existing as part of the Project provided the City, by resolution, determines that such val or demolition does not impair the operating efficiency of the Project. Oily of Miami Page 36 of 43 Pile id; 06-01150b (Version 2) Printed On; 5/30/2010 SUBSTITUTED The City will deposit the proceeds resulfing from env aba.-ndonment, sale or disposition o rroi-rerties constitutinc tl-te ?roject to the Construction Fund or to the Revenue Fund, as ti Cit may direct. SECTION 9,08 Tax. Covenants. (A) The City shall not use or permit the us proceeds of the Series 2009A Bonds oi• any other funds of the City, directly or in dy, to acquire any securities or obligations, and shall not use or permit the use of ,12.1 0 LID ts received by the City with respect to the Series 2009A Bonds in any manner, and s not take or permit to be taken any other action or actions, which would cause any Series 2 A Bonds to be "private activity bonds" within the meaning of Section "I 41 or an "arbitra lid" within the meaning of Section 148, or "federally guaranteed" within the meaning 149(b), of the Internal Revenue Code of 1986, as amended, or otherwise cause int on the Series 2009A Bonds to become subject to federal income taxation, (5) The City shall at all times do and perform all a 4nd things permitted by law and this Resolution Whicli are necessary .or desirable in order :ssure that interest paid on the Series 2009A Bonds will be excluded from gross income : •urposes of federal income taxes and shall take no action that would result in such interes being so excluded. .(C) The City shall pay or cause to be to the United States Coven -anent any amounts reqUired by Section 148(f) of the e and the regulations thereunder (the "Regulations"), In order to ensure compliance the rebate provisions of Section 148(f) of the Code with respect to any Series 2009A Bond' which the City intends on the date of issuance thereof to be excluded from gross 'near r purposes of federal income taxation, the City hereby creates and estab)ishes the "Ci Miami Special Obligation Parking Revenue Bonds Rebate Fund" (hereinafter the "Reba d") to be held by the City, The Rebate Fund need not be maintained so long as the City y satisfies its obligation to pay any rebatable earnings to the United States Treasury; how; •, the City may, as an administrative convenience, maintain and deposit funds in the Reb und from time to time. Any moneys held in the Rebate Fund shall not be considered FieFunds and shall not be pledged in any manner for the benefit of the holders of the Series 9A Bonds. Moneys in the Rebate Pund (including earnings and deposits therein) shall eld for future payment to the United States Government as required by the Regulations as set forth in instructions of Bond Counsel delivered to the City upon issuance of such St 2009A Bonds. ARTICLE X ISSUANCE OF ADDITIONAL INDEBTEDNESS SECTION 10.01 Issuance of Additional Indebtedness, The City will not issue any ions (other than the Series 2009 Bonds authorized by Section 5.01 hereof) secured by or yable from the Pledged Funds, or arty portion thereof, or voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or other charge, in each case, having City of ManI Page 37 of 43 File Id: 09.01150b (Version 2) Printed On: 6/30/2 SUBSTITUTED priority to or being on a t)ariiy virith the lien secuting the Series- 2009 'Bonds issued oizstiarit to this Resolution upon the Pledged Funds or any portion thereof, Notwithstanding the foregoing, the City inav at any time or lion time to time is, evidences of indebtedness that are payable in i,,hole or in pat:t out of the. Pledged Funds which may be secuzed by a pledge of the Pledged Funds on a parity v,ti.th the Series 2009 solely for the purpose of financing the costs necessary to complete the Project. Such A ionai Parity Obligations may not exceed 10% of the initial principal amount of the Series 2 ands. Notwithstanding the foregoing, the City may at any n'ine or from tu e issue evidences of indebtedness that are payablein whole or in part out of the P ed Funds and which may be secured by a pledged of the Pledged Funds on a parity the Series 2009 Bonds if such Additional Parity Obligations to be issued are refunding b s, that is, delivered in lieu of, or in substitution for, or to provide for the payment of one ore series of Bonds or portion .5 thereof, originally issued under this Resolution if the City cause to be delivered a certificate of the Finance Director setting forth the Total Debt S ce Requirement (i) for the Bonds then outstanding and (11) for all Bonds to be immedr outstanding thereafter and stating that the Total Debt Service Requirement pursuant to ove is not greater than that set forth pursuant to (i) above, ARTICL EVENTS OF DE T; REMEDIES SECTION 11.01 Events of Defaui ach of the following events is Irereby declared an "event of default" (a) payment of princip ny Series 2009 Bond is not be made when the same shall become due and payable, either aturity or on required. payment dates by proceedings fox redemption or otherwise; or (b) payments y ±nstallrnent of interest shall not be made when the saine shall become due and payab (c) the otherwise fai such failure deposit or sha I fail to make any deposits required to be made hereunder or shall ply with any of the covenants and obligations of the City hereunder and continue uruemeclied for a period of thirty (30) days after such failure to uch occurrence, ithstand1rtg the foregoing, with respect to the events described in clause (c) the City not be deemed in default hereunder if such default can be cured within a reasonable Pe of le and if the City in good faith institutes appropriate curative action and diligently ues such action until the default has been corrected. City of hillaml Page 38 of 43 File Id: OO115Ob (Version 2) Prf ntecl On I3OI201O SUBSTITUTED Authorized Depository or mv Paying Agent (other than the City) in irrevocable trust fur the benefit of such Bondholders (whether or not in ray acccPants created hereby) which., when. invested in Government Obligations rrtaturing not later than the maturity or redemption (if applicable) dates of such principal, redenTtion premitun, if any, arid intrs 11 together with the income realized on such investments, be sufficient to pay all such principa redemption -oren, if any, and interest on said. Series 2009 Bonds: at the niatwit3ereo the date upon which, such Series 2009 Bonds are to be called for redemption (if applicabl. to maturity, and (c) provision shall also be made for paying all other .sums payable by the City allocable to such Series 2009 Bonds, then and in. that case the right, .title nterest of such Bondholders hereunder .shall thereupon cease, determine and -become therv,dse, this Resolution shall be, continue and remain in full force and Effect, SECTION 12,03 Severability. If any one or more of the coven agreements or provisions of this Resolution should be held contrary to any express vision of law or contrary to any express provision of law or contrary to the policy of ess law, though not expressly prohibited, or against public policy, or shall for any r-, whatsoever be held invalid, then such covenants, agreements or provisions shall be and void and shall be deemed severed from the remaining covenants, agreements or 'isions of this Resolution or of the Series 2009 Bonds issued hereunder, SECTION 12.04 No Third -Party Beneficiaries, as herein otherwise expressly provided, nothing in this Resolution expressed or irnp is intended or shall be construed to confer upon any person, firm or corporation other t the parties hereto and the owners and holders of the Series 2009 Bonds issued under secured by this Resolution, any rights, remedy or claim, legal or equitable, under or reason of this Resolution or any provision hereof, this Resolution and all its provisions tended to be and being for the sole and exclusive benefit of the parties hereto on e owners and holders from time to time of the Series 2009 Bonds issued hereunder, SECTION 12.05 Controlling; Members of City Not Liable. All covenants, stipulations, obligations and agr ents of the City contained in this Resolution shall be deemed to be covenants, stipul s, obligations and agreements of the City to the full extent authorized by the Act and ded by the Constitution and laws of the State. No covenant, stipulation, obligation or e ment contained herein shall be deemed to be a covenant, stipulation, obligation o eement of any present or future member, agent or employee of the City in his individual aclty, and neither the members of the City nor any official executing the Series 2009 Bor iall be liable personally on the Series 2009 Bonds or this Resolution or shall be subject ny personal liability or accountability by reason of the issuance or the execution by ±1 tty or such members thereof, N 12,06 Effect of Covenants, All covenants, stipulations, obligations and agree of the City contained in this Resolution shall be deemed to be covenants, stip, s, obligations and agreements of the City and of the City Commission and of each de ent and agency of the City to the full extent authorized or permitted by law, and all lem Page 42 of 43 File id: 09-01150b (Version 2) PrInteci On: 813012 SUBSTITUTED such coven2nts, stipulations, obligations and agreements 51-10 bind or inure to the benefit of the successor or successors thereof from time to Idme arid any officer, board„ body or commission to whom or to which any power or duty affecting such covenants, sti illations, obligations and agreements shall be ansferred by or in accordance with law. Except as otherwise provided herein, all rights, powers and privileges conferre• duties and liabilities imposed upon the City or upon the City Commission by the provi s of this Resolution shall be exercised or performed by the Commission, or by such o cers, board, body or commission as may be required by law to exercise such powers o perform such duties, SECTION 12,07 Further Authorizations. The Mayor and the City h ger or either of them and the Clerk, the Finance Director and, the City Attorney and su, *titer officers and employees of the City as may be designated by the Mayor and the C' uaer or either of them are each designated as agents of the City in connection wi sale, issuance and delivery of the Series 2009 Bonds and axe authorized and wered, collectively or individually, to take all action and steps and to execute all ents, documents and contracts on behalf of the City, including the execution of doc tation required in connection with the negotiated sale of the Series 2009 Bonds to the erwriters, that are necessary or desirable in connection with the sale, execution and de y of the Series 2009 Bonds, and which axe specifically authorized or are not inconsiste the terms and provisions of this Resolution, the Bond Purchase Agreement, the Pe Agent and Registrar Agreement, the Continuing Disclosure Agreement, the Official S ent or any action relating to the Series 2009 Bonds heretofore taken by the City, Su cers and those so designated. are hereby charged with the responsibility for the issua ofthe Series 2009 Bonds, Any and all costs incurred in connection with the issuance o e Series 2009 Bonds are hereby authorized to be paid from the proceeds of the Series 2009 SECTION 12.08 Repeal of conflict herewith are to the extent stent Resolution. All resolutions or parts thereof in onftict superseded and repealed. SECTION 1209,Effec Date, This Resolution shall be effective immediately upon its adoption and signature by yor.{1) APPROVED AS TO F AND CORRECTNESS: JUL E 0, CITY A'ITO Footnotes. {1}If ayor does not sign this Series Resolution, it shall become effective at the end of ten calm days from the date it was passed and adopted. If the Mayor vetoes this Series Re on, it shall become effective immediately upon override of the veto by the City ssi on. y Pao 43 of 43 File lei; 09-01150b (Version PrintedOn: 6/30/2 SUBSTITUTED DISCLOSURE DISSEMINATION AGENT AGREEMENT This Disclosure Dissemination Agent Agreement (the "Disclosure Agreement") ed as of July 29, 2010, is executed and delivered by The City of Miami, Florida (the " y") and Digital Assurance Certification, L.L.C., as the initial exclusive Disclosure Dissen ion Agent (the "Disclosure Dissemination Agent" or "DAC") for the benefit of the Il 1 1 reinafter defined) of the Bonds (hereinafter defined) and in order to provide certain co ing disclosure with respect to the Bonds in accordance with Rule 15c2-12 of the United s Securities and Exchange Commission under the Securities Exchange Act of 1934, as the e may he amended from time to time (the "Rule"). SECTION 1. Definitions. Capitalized terms not otherwis Agreement shall have the meaning assigned in the Rule or, to th Rule, in the Official Statement (hereinafter defined). The foil ow ng meanings: ned in this Disclosure ent not in conflict with the ized terms shall have the "Annual Report" means an Annual Report descri in and consistent with Section 3 of this Disclosure Agreement. "Annual Filing Date" means the date, set ections 2(a) and. 2(1) of this Disclosure Agreement, by which the Annual Report is to be • ith the MSRB. "Annual Financial Information" Inca ual financial information as such term is used in paragraph (b)(5)(i) of the Rule and spce in Section 3(a) of this Disclosure Agreement. "Audited Financial Statements" ans the financial statements (if any) of the City for the prior fiscal year, certified by an in. -"dent auditor as prepared in accordance with generally accepted accounting principles or erwise, as such term is used in paragraph (b)(5)(i) of the Rule and specified in Section 3 ifthis Disclosure Agreement. "Bonds" means the ds isted on the attached Exhibit A, with the 9-digit CUSIP numbers relating thereto. "Certification" eans a written certification of compliance signed by the Disclosure Representative sta, that the _Annual Report; A.udited. Financial Statements, Voluntary Report or Notice ,Event ce delivered to the :Disclosure Dissemination Agent is the Annual Report, Audited Finan. atements, Voluntary Report or Notice Event notice required to be submitted, to the Repos es under this Disclosure Agreement. A Certification shall accompany each such doeuinent it.ted to the Disclosure Dissemination Agent by the City and include the full name of the B and the 9-digit CUSIP numbers for all Bonds to which the document applies. 'Disclosure Representative" means Finance Director of the City or her designee, or such ot person as the City shall designate in writing to the Disclosure Dissemination Agent from e to time as the person responsible for providing Information to the Disclosure Dissemination gent. MIAMI/4245441,3 SUBSTITUTED "Disclosure Dissemination Agent". means Digital Assurance Certification, L.L.C, acting in its capacity as Disclosure Dissemination Agent hereunder, or any successor Disclosure Dissemination Agent designated in writing by the City pursuant to Section 9 hereof. "Holder" means any person (a) having the power, directly or indirectly, to vote or c with respect to, or to dispose of ownership of, any Bonds (including persons holdin, through nominees, depositories or other intermediaries) or (b) treated as the owner of onds for federal income tax purposes. "Information" means the Annual Financial information, the Audited Fin 1 S ate nts (if any) the Notice Event notices, and the Voluntary Reports. "Notice Event" means an event listed in Sections 4(a) of this Dis e Agreeinent. "MSRB" means the Municipal Securities Rulemaking Bo stablished pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934. "Official Statement" means that Official Statement pr ed by the City in connection with the Bonds, as listed on Exhibit A. "Voluntary Report" means the information pro d to the Disclosure Dissemination Agent by the City pursuant .W Section 7. SECTION 2. Provision of Annual Re ort, (a) The City shall provide, and Certification to the Disclosure Dissem Agent, not later than 30 days prior to electronic copy of the Annual Report a shall provide an Annual Report to June 3O of each year, commencin and each anniversary thereof is tl a single document or as sepal other information as provide (b) Disclosure Dissemina the Disclosure Diss and in writing (w Annual Report either (i) pr Report and or (ii) ins the An whic Di 1 y, an electronic copy of the Annual Report Agent, together with a copy for the Paying nual Filing Date. Promptly upon receipt of an e Certification, the Disclosure Dissemination Agent S. and the State Depository (if any) not later than th the fiscal year ending September 30, 2009. Such date initial Filing Date. The Annual Report may be submitted as documents comprising a package, and may cross-reference ection 3 of this Disclosure Agreement. ftecnth (15th) day prior to the Annual Filing Date, the Agent has not received a copy of the Annual Report and Certification, tion Agent shall contact the Disclosure Representative by telephone may be by e-mail) to remind the City of its undertaking to provide the ant to Section 2(a). Upon such reminder, the Disclosure Representative shall the Disclosure Dissemination Agent with an electronic copy of the Annual. Certification no later than two (2) business days prior to the Annual Filing Date, e Disclosure Dissemination Agent in writing that the City will not be able to file Report within the time required under this Disclosure Agreement, state the date by Annual Report for such year will be provided and instruct the Disclosure nation Agent that a Notice Event as described in Section 4(a)(12) has occurred and to diately send a notice to the MSRB in substantially the form attached as Exhibit B. MIAMI/4245441,3 2 SUBSTITUTED (e) If the Disclosure Dissemination Agent has not received an Annual Rep and Certification by 12:00 noon on the first business day following the Annual Filing Dat the Annual Report, a Notice Event described in Section 4(a)(I 2) shall have occurred and irrevocably directs the Disclosure Dissemination Agent to inunediately send a notii o MSRB in substantially the form attached as Exhibit B. y (d) If Audited Financial Statements of the City are prepared b ot available prior to the Annual Filing Date, the City shall, when the Audited Financi' 4tatements are available, provide in a timely manner an electronic copy to the Disclosure 1) mination Agent, accompanied by a Certificate, for filing with the MSRB. (e) Filing Date; The Disclosure Dissemination Agent shall: i) determine the address of the rviSFB 1 year prior to the Annual (ii) upon receipt, promptly file e Annual Report received under Section 2(a) with the MSRB; (iii) upon receipt, promptl e each Audited Financial Statement received under Section 2(d) with the MSRB, (iv) upon receipt, pro y file the text of each disclosure to be made with the MSRB together with a completed y of the MSRB Material Event Notice Cover Sheet in the form attached as Exhibit C, cribing the event by checking the box indicated below when filing pursuant to the Sectio this Disclosure Agreement indicated: 1. mcipal and interest payment delinquencies," pursuant to Sections 4(c d 4(a)(1); and 4 "Non -Payment related defaults," pursuant to Sections 4(c) 3. "Unscheduled draws on debt service reserves reflecting ial difficulties," pursuant to Sections 4(c) and 4(a)(3); 4. "Unscheduled draws on credit enhancements reflecting financial difficulties," pursuant to Sections 4(c) and 4(a)(4); 5, "Substitution of credit or liquidity providers, or their .failure to perform," pursuant to Sections 4(c) and 4(a)(5); 6. "Adverse lax opinions or events affecting the tax-exempt status of the security," pursuant to Sections 4(c) and 4(a)(6); 7. "Modifications to rights of securities holders," pursuant to Sections 4(e) and 4(a)(7); MIAM1/4245441.3 SUBSTITUTED 8. "Bond calls," pursuant to Sections 4(c) and 4(a)(8); 9. "Defeasances," pursuant to Sections 4(c) and 4( 10. "Release, substitution, or sale of pro y securing repayment of the securities," pursuant to Sections 4(c) a)(10); 11. "Ratings changes," pursuant to Sectio (c) and 4(a)(11); 12. "Failure to provide annual f iciai information as required," pursuant to Section 2(b)(ii) or S n 2(c), together with a completed copy of Exhibit B to this Disclos greement; and 13, "Other material event no specify)," pursuant to Section 7 of this Agreement, together with t imrnary description provided by the Disclosure Representative. (v) provide the City eviden' the filings of each of the above when made, which shall be by means of the DAC sys , for so long as DAC is the Disclosure Dissemination Agent under this Disclosure Agree it. (vi) The City may st the Annual Filing Date upon change of its fiscal year by providing written notice of change and the new Annual Filing Date to the Disclosure Dissemination Agent and tl R , provided that the period between the existing Annual Filing Date and new Annual Fi Date shall not exceed one year. SECTION 3, Conte t (a) Each al Report shall contain Annual Financial Information with respect to the City, i.ncludi e information provided in the Official Statement in the tables entitled or the headings ei d: Development T Revenue "PLEDGED REVENUES - Convention Development Tax" (ii) Table entitled "Miami -Dade County, Florida 3% Convention torical Collections"; (iii) "PLEDGED REVENUES — Projected Collection of P edged (iv) Table entitled "THE CITY OF MIAMI, FLORIDA LEGALLY AV ABLE NON -AD VALOREM REVENUES YEAR END SEPTEMBER 30th; and (v) Table entitled "THE CITY OF MIAMI, FLORIDA HISTORICAL ANTI -DILUTION TEST YEAR ENDED SEPTEMBER 30th. (b) Audited. Financial Statements prepared in accordance with generally accepted accounting principles ("GAAP") as described in the Official Statement will, 'be included MIAM1/4245441,3 4 SUBSTITUTED in the Annual Report. If such Audited Financial Statements are unavailable at the Annual Filing Date, unaudited financial statements, prepared in accordance with GAAP will be included in the Annual Report. Audited Financial Statements (if any) will be provided pursuant to Section 2(d), Any or all of the items listed above may be included by specific reference from documents, including official statements of debt issues with respect to which the Ci an "obligated person" (as defined by the Rule), which have been previously filed with e f the National Repositories or the Securities and Exchange Commission, If the docunienth poratcd by reference is a final official statement, it must be available from the MSRB. City will clearly identify each such document so incorporated by reference. SECTION 4. Reporting of Notice Events. (a) The occurrence of any of the following events, if erial, with respect to the Bonds constitutes a Notice Event: 1. Principal and interest payinei linquencies; 2, Non-payment related de 3. Unscheduled draw • debt service reserves reflecting financial difficulties; 4, Unscheduled t_ s on redit enhancements relating to the Bonds reflecting financial ulties; 5. Substit ofcredit or iiquidity providers, or their failure to perform; 6. Aa se tax opinions or events affecting the tax-exempt status of the 7. Modifications to rights of Bond holders; Bond calls; Defeasances; 10, Release, substitution,or sale of property securing -epayment of the Bonds; 11. Rating changes on the Bonds; and 12. Failure to provide annual financial information as required. City shall promptly notify the Disclosure Dissemination Agent in writing upon the occ ce of a Notice Event. Such notice shall instruct the Disclosure Dissemination Agent to re the occurrence pursuant to subsection (c). Such notice shall be accompanied with the text e disclosure that the City desires to make, the written authorization of the City for the MI/4245441 3 5 SUBSTITUTED Disclosure Dissemination Agent to disseminate such information, and the date the City desires for the Disci OS= Dissemination Agent to disseminate the information, (b) The Disclosure Dissemination Agent is under no obligation to notify th City or the Disclosure Representative of an event that may constitute a Notice Event. In event the Disclosure Dissemination Agent so notifies the Disclosure Representative e Disclosure Representative will within five business days of receipt of such notice, instr he Disclosure Dissemination Agent that (i) a Notice Event has not occurred and no :filirir to be made or (ii) a Notice Event has occurred and the Disclosure Dissemination Agent is t' port the occurrence pursuant to subsection (c) of this Section 4, together with the text of disclosure that the City desires to make, the written authorization of the City forDisclosure Dissemination Agent to disseminate such information, and the date the Ci • esires for the Disclosure Dissemination Agent to disseminate the information. (c) If the Disclosure Dissemination Agent has been prescribed in subsection (a) or (b)(ii) of this Section 4 to report the oc the Disclosure Dissemination Agent shall promptly file a notice MSRB. ted by the City as nee of a Notice Event, uch occurrence with the SECTION 5. CUSIP Numbers, Whenever providi information to the Disclosure Dissemination Agent, including but not limited to Annual )rts, documents incorporated by reference to the Annual Reports, Audited Financial Sta ents, notices of Notice Events, and Voluntary Reports filed pursuant to Section 7(a), the :y shall indicate the full name of the Bonds and the 9-digit CUSIP numbers for the Bo as to which the provided information relates. SECTION 6. Additional Disclosure h atio s. The City acknowledges and understands that other state and federal law iciuding but not limited to the Securities Act of 1933 and Rule 101)-5 promulgated under ecurities Exchange Act of 1934, may apply to the City, and that the failure of the Disci() Dissemination Agent to so advise the City shall not constitute a breach by the Disci Dissemination Agent of any of its duties and responsibilities under this Disclosu greement. The City acknowledges and understands that the duties of the Disclosure -mination Agent relate exclusively to execution of the mechanical tasks of disseminat infoimation as described in this Disclosure Agreement. SECTION 7, Volu Re or s, (a) information with t Representative a ity may instruct the Disclosure Dissemination Agent to file ositories, from time to time pursuant to a Certification of the Disclosure nying such information (a "Voluntary Report"). Nothing in this Disclosure Agreement shall be deemed to prevent the City from dissei ng any other information through the Disclosure Dissemination Agent using the means c e nination set forth in this Disclosure Agreement or including any other infhrni in any Annual Report, Annual Financial Statement, Voluntary Report or Notice Eve' se, in addition to that required by this Disclosure Agreement. If the City chooses to inc any information in any Annual Report, Annual Financial Statement, Voluntary Report or M A I/4245441.3 6 SUBSTITUTED Notice Event notice in addition to that which is specifically required by this Disclo Agreement, the City shall have no obligation under this Disclosure Agreement to update information or include it in any future Annual Report, Annual Financial Statement, Vo a Report or Notice Event notice. SECTION 8. Termination of Re -1 Obligation. The obligations of th- y and the Disclosure Dissemination Agent under this Disclosure Agreement shall terminat- h respect to the Bonds upon the legal defeasance, prior redemption or payment in full of of the Bonds, when the City is no longer an obligated person with respect to the Bonds, or delivery, by the Disclosure Representative to the Disclosure Dissemination Agent of an nion of nationally recognized bond counsel to the effect that continuing disclosure is no lot iequired. SECTION 9. Disclosure Dissemination A ient. The has appointed Digital Assurance Certification, L.L.C. as the initial. exclusive Disclosu 0 issetnination Agent under this Disclosure Agreement. The City may, upon thirty days ten notice to the Disclosure Dissemination Agent, replace or appoint a successor Disci Dissemination Agent. Upon termination of DAC' s services as Disclosure Disseiuinatior ent, whether by notice of the City or DAC, the City agrees to appoint a successor Diso1os isseminatiou Agent or, alternately, agrees to assume all responsibilities of Disclosure D' nination Agent under this Disclosure Agreement for the benefit of the Holders of the B. Notwithstanding any replacement or appointment of a successor, the City shall remain until payment in full for any and all sums owed and payable to the Disclosure Disseminar Agent. The Disclosure Dissemination Agent may resign at any time by providing thirty day rior written notice to the City. SECTION 10. Remedies in Event efault. In the event of a failure of the City or the Disclosure Dissemination Agent to con with any provision of this Disclosure Agreement, the Holders' rights to enforce the provis' of this Agreement shall be limited solely to a right, by action in mandamus or for specific ormance, to compel performance of the parties' obligation under this Disclosure Agreeinen ny failure by a party to perform in accordance with this Disclosure Agreement shall .nstitute a default on the Bonds or under any other document relating to the Bonds, and rights and remedies shall be limited to those expressly stated herein. SECTION 1 1. ies Imrnunities and Liabilities of Disclosure tis seinination A e Disclosure Dissemination Agent shall have only such duties as are specifically set in this Disclosure Agreement. The Disclosure Dissemination Agent's obligation to er the information at the times and with the contents described herein shall be limited to t xtent the City has provided such information to the Disclosure Dissemination Agent as uired by this Disclosure Agreement. The Disclosure Dissemination Agent shall have ni y with respect to the content of any disclosures or notice made pursuant to the terms here. Disclosure Dissemination Agent shall have no duty or obligation to review or verify an ormation or any other information, disclosures or notices provided to it by the City and not be deemed to be acting in any fiduciary capacity for the City, the Holders of the Bonds any other party. The Disclosure Dissemination Agent shall have no responsibility for the ity's failure to report to the Disclosure Dissemination Agent a Notice Event or a duty to determine the materiality thereof The Disclosure Dissemination Agent shall have no duty to MIAMI/4245441.3 7 SUBSTITUTED determine, or liability for failing to determine, whether the City has complied w this Disclosure Agreement. The Disclosure Dissemination Agent may conclusively upon certifications of the City at all times. TO THE EXTENT PERMITTED BY LAW, T.HE CITY AGREES TP DEMNIFY AND SAVE THE DISCLOSURE DISSEMINATION AGENT AND ESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLES GAINST ANY LOSS, EXPENSE AND LIABILITIES WHICH THEY MAY INCUR OUT OF OR IN THE EXERCISE OR PERFORMANCE OF THEIR PO S AND DUTIES HEREUNDER, INCLUDING THE COSTS AND EXPENSES (I DING ATTORNEYS FEES) OF DEFENDING AGAINST ANY CLAIM OF LIAB Y, BUT EXCLUDING LIABILITIES DUE TO THE DISCLOSURE DISSEMINK I AGENT'S 'NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of the City under this Section shal . • e resignation or removal of the Disclosure Dissemination Agent and defeasance, redem.p or payment of the Bonds. (b) The Disclosure Disseminatio ent may, from tiine to time, consult with legal counsel (either in-house or external) of its o choosing in the event of any disagreement or controversy, or question or doubt as to the e ruction of any of the provisions hereof or its respective duties hereunder, and the Disclosu iissernination Agent shall not incur any liability and shall be fully protected in acting in go upon the advice of such legal counsel, The fees and expenses of such counsel shall bi able by the City. (c) The Disclosure semination Agent shall provide all documents, reports, notices, statements, information an e er materials provided to the MSRB under this Disclosure Agreement in an electronic form id accompanied by identifying information as prescribed by the MSRB. SECTION 12. Am neatWaiver, Notwithstanding any other provision of this Disclosure Agreement, City and the Disclosure Dissemination Agent may amend this Disclosure Agreemen any provision of this Disclosure Agreement may be waived, if such amendment or waiv s supported by an opinion of counsel expert in federal securities laws acceptable to bot e City and the Disclosure Dissemination Agent to the effect that such amendment or er does not materially impair the interests of Holders of the Bonds and would not, in and o lf, cause the undertakings herein to violate the Rule if such amendment or waiver had n effective on the date hereof but taking into account any subsequent change in or official i pretation of the Rule; provided neither the City or the Disclosure Dissemination Agent. 1 be obligated to agree to any amendment modifying their respective duties or obli ns without their consent thereto. Notwithstanding the preceding paragraph, the Disclosure Dissemination Agent shall have right to adopt amendments to this Disclosure Agreement necessary to comply with nodifications to and interpretations of the provisions of the Rule as announced by the Securities and Exchange Commission from time to time by giving not less than 20 days written notice of the intent to do so together with a copy of the proposed amendment to the City. No such amendment shall become effective if the City shall, within 10 days following the giving of such MIAMI/4245441,3 8 SUBSTITUTED notice, send a notice to the Disclosure Dissemination Agent in writing that it objects to s amendment, SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to th efit of the City, the Disclosure Dissemination Agent, the underwriter, and the Holders fri me to time of the Bonds, and shall create no rights in any other person or entity, SECTION 14. Governing Law, Venue. This Disclosure Agreement sha governed by the laws of the State of Florida (other than with respect to conflicts of laweuue shall be Miami -Dade County or the Federal Courts for the Southern District of Flori SECTION I 5. Counterparts. This Disclosure Agreement ma counterparts, each of which shall he an original and all of which sha same instrument. The Disclosure Dissemination Agent and the Cit Disclosure Agreement to be executed, on the date first writ duly authorized. executed in several statue but one and the ve caused this Continuing ove, by their respective officers DIGIT SSURANCE CERTIFICATION, L.L. Disclosure Dissemination Agent Title: THE CITY OF MIAML FLORIDA, as City By: Name: Title: Finance Dire tor tvl1AM1/4245441.3 9 SUBSTITUTED notice, send a notice to the Disclosure Dissemination Agent in wriling that it objects such amendment. SECTION 13. Beneficiaries. This Disclosure Agrearient shall inure solely to the benef of the City, the Disclosure Dissemin.ation Agent, the underwriter, and the Holders from time of the Bonds, and shall create no rights in any other person or entity. SECTION 14. Governin Law, Venue. This Disclosure Agreement shall be g the laws of the State of Florida (other than with respect to conflicts of laws). Miami -Dade County or the Federal Courts for the Southern District of Florida, SECTION 15. Counterparts. This Disclosure Agreement may be counterparts, each of which shall be an original and all of which shall cons same instrument. et by shall be ed in several but one and the The Disclosure Dissemination Agent and the City hav used this Continuing Disclosure Agreement to he executed., on the date first written abov y their respective: officers duly authorized. DIGITAL AS L.L.C., as D ANCE CERTIFICATION, re Dissemination Agent Na .Diana OBrien Vice p3pA(jent. THE CITY OF MIAMI, as City Name: Title: Finance Director FLORIDA, MIA1 4245=11 1.3 9 SUBSTITUTED EXHIBIT A NAME AND CUSP NUMBERS OF BONDS Name of City: Obligated Person(s): Name of Bond Issue: Date of Issuance: Date of Official Statement: CUS1P Numbers Tax -Exempt Series 2010A Bonds: CUS1P Numbers Taxable Series 20 OB Bonds: The City of Miami, Florida The City of Miami, Florida Tax -Exempt Special Obligation Parking Revenue B , Series 2010A (Marlins Stadium Project), Taxable Spec]. ligation Parking Revenue Bonds, Series 2009B (Marlin dium Project) and Special Obligation Parking Reve Bonds, Series 2010C (Marlins Stadium Project) July 29, 2010 July 22, 2010 593372AA3 593372AB1 593372AC9 593372AE5 593372AD7 MIA 424544 3 31 NOTIC SUBSTITUTED EXHIBIT B TO REPOSITORIES OF FAILURE TO FILE ANNUA Name of City: The City of Miami, Florida Obligated Person(s): The City of Miami, Florida Mune of Bond Issue: Tax -Exempt Special Obligation Parking Rev e Bonds, Series 2009A (Marlins Stadium Project), Taxabl ial Obligation Parking Revenue Bonds, Series 2009B rlins Stadium Project) and Special Obligation Parki evenue Bonds, Series 2009C (Marlins Stadium Project) Date of Issuance: July 29, 2010 Date of Official Statement: July 22, 2010 TOR' NOTICE IS HEREBY GIVEN that the City has respect to the above -named Bonds as required by th 2010, between the City and Di • Disclosure Dissemination Agent, The City has notifi it anticipates that the Annual Report will be filed b Dated: cc: City Obligated Person rovided an Ammal Report with, sclosure Agreement, dated as of Assurance Certification, L.L.C., as Disclosure Dissemination Agent that Digital Assurance Certification, L.L.C., as Disclosure Dissemination Agent, on behalf of the City MIAMI/4245441. 3 1 SUBSTITUTED EXHIBIT C MATERIAL EVENT NOTICE COVER SHEET This cover sheet and material event notice should be sent to Municipal Securities Rulemaking Boa d the State Depository, if applicable, pursuant to Securities and Exchange Commission Rule 15c2-12(b)(5and (D). Issuer's and/or Other Obligated Pet son's Name: Issuer's Six -Digit CUSIP Number: or Nine -Digit CUSIP Number(s) ofthe bonds to which this material event notice reiat Number of pages of attached: Description of Material Event Notice (Cheek One): 1. 2. 3. 4. 5, 6. 7. 8. 9. 10. 11. 12, 13. Principal and interest payment delinquencies Non -Payment related defaults Unscheduled draws on debt service reserves Unscheduled draws on credit enhancement Substitution of credit or liquidity provide Adverse tax opinions or events affecti Modifications to rights of securities Bond calls Defeasances Release, substitution, or sale Rating changes Failure to provide annu Other material event n 'mg financial difficulties cting financial difficulties r their failure to perform e tax-exempt status ofthe security perty securing repayment of the securities al information as required (specify) I hereby represent that I am au d by the issuer or its agent to distribute this information publicly: Signature; Name: Employer: Digital Address: City, State, Z ode: Voice Tel Number: MIAMI/4245441, 3 ranee Certification, L.L.C. Title: SUBSTITUTED CERTIFICATE AND ACKNOWLEDGEMENT IN CONNECTION WITH THE ISSUANCE OF AND CONTINIUNG DISCLO REQUIRED FOR $84,540,000 CITY OF MIAMI, FLORIDA TAX-EXEMPT IAL OBLIGATION PARKING REVENUE BONDS, SERIES 2010A (MARLINS STADIUM PROJECT) AND $1830,000 CITY OF MIAMI, FLORIDA TAXABLE SPECIAL IGATION PARKING REVENUE BONDS, SERIES 2010 (MARLINS STADIUM PROJECT) This Certificate and Acknowledgement is made as of July 29 10, by and on behalf of Stadium Parking, LLC, a Delaware limited liability comp e "Parking Operator"). RECITALS WHEREAS, on April 15, 2009, the City, the hs Stadium Operator, LLC (the "Stadium Operator"), and Miami -Dade County, orida political subdivision (solely for purposes of the County provisions in Article tered into the City Parking Agreement (the "City Parking Agreement") to provid e construction, operation, and use of parking facilities (the "Parlcing Facilities" be made available to users of the Baseball Stadium; and WHEREAS, pursuant to its rigl Operator on May 7, 2010, enter the Parking Operator, a copy Exhibit A; and ides the City Parking Agreement, the Stadium an Assignment and Assumption Agreement with Well is attached hereto and incorporated hereby as WHEREAS, in order nanee the Parking Facilities, the City needs to issue its $84,540,000 City of ', Florida Tax -Exempt Special Obligation Parking Revenue Bonds, Series 201 Marlins Stadium Project) and its $16,830,000 City of Miami, Florida Taxable cial Obligation Parking Revenue Bonds, Series 2010B (Marlins Stadium Proje collectively the "Series 2010 Bonds") and in connection with the issuance of required continuing disclosure for the Series 2010 Bonds, the Parking Operator be considered an "Obligated Person" under the Applicable Law of Seetniti d Exchange Commission Rule 15e2-12, including any amendments thereof ("Rul 2-12"); and AS, the City desires to provide for continuing compliance with Rule 15c2-12. OW THEREFORE, the Parking Operator certifies to the City and acknowledges as ollows: Section 1. For so long as the Series 2010 Bonds shall remain outstanding, and the Parking Operator is an "Obligated Person", the Parking Operator shall provide annual financial information to the City on a timely basis by January 1 of each year. Such annual 235832 SUBSTITUTED financial information shall consist of annual financial statements of the Parldng Operator (which may be unaudited if the Parking Operator does not have available audited financial statements) and shall include the calculation of Parking Revenues and Par Surcharges paid or payable to the City. The annual fmancial statements shal presented in accordance with generally accepted accounting principles in the States. Section 2. This requirement for the Parking Operator to provide such financial information shall eontitiue for so long as any of the Series 2010 Boi remain outstanding and the Parking Operator is an "Obligated Person" with re o the Series 2010 Bonds. ATTEST: ST a :Delaw By: — By: NamfDerekkson Miche Bus Title: Gene a ounsel, V.P. ForRta Marlins, L.P. 235832 npany Officer 2 SUBSTITUTED PAGE The First State JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE ST OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE ORRECT COPY OF THE CERTIFICATE OF FORMATION OF "STADIUM P ING, LLC", PILED IN THIS OFFICE ON THE SEVENTH DAY OF MAY, . 2010, AT 11:13 0 'CLOCK A.M. 4820807 8100 100475928 may verify this certificate online rp.clalaware.gov/authver,shtml Jeffry W, Bullock, Secretary of State AUTHE =ON: 7979346 DATE: 05-07-10 SUBSTITUTED CERTIFICATE OF FORMATION OF STADUM PARKING, LLC 1. The name of the limited liability company is Start' State of Delaware Secretary of State Division of Corporati Dellvered 21:18 AM 0 2010 MED 11:13 JIM 05 SRV 100475928 - 482' FIE ng, LLC. 2. The address of its registered office in the State' aware is c/o Corporation Trust Center, 1209 Orange Street, in the City of Wilniingto ty of New Castle. The name of its registered agent at that address is The Corporatio st Compny. Dated: May 7, 2010 Wayne D. Authorized SUBSTITUTED TED 14 AB LITY COMPANY AGREEMENT OF STADIUM PARKING, LLC This Limited Liability Company Agreement (this "Agreement") of Starr Parking, LLC is entered into as of the 7th day of May, 2010 by Marlins Stadium Op sr, LLC, as sole member (the "Member"). The Member hereby forms a limited liability company pursu, and in accordance with the Delaware Limited Liability Company Act, as amende irn time to time (6 Del. Code *18-101, et sm) (the "Act"), and agrees as follows: 1. Name. The name of the limited liability company fo herebyis Stadium Parking, LLC (the "Company"). 2. Pul-pose. The Company is formed for the pu and the nature of the business to be conducted and promoted by the Company is gaging in any lawful act or activity for Well limited liability companies may be formed un� e Act (including, without limitation, undertaking such functions relating to the opment, construction and financing of a stadium as Member may deem necessary or appro ), and engaging in any and all activities necessary or incidental to the foregoing. 3. Registered Office. Rejstered it. The address of the registered office of the Company in the State of Delaware is c/o T orporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmingto laware19801, The name of the Company's registered agent at that address is The oration Trust Company. 4. Term. The tern Company shall continue until the date the Company is dissolved and terminated in ac ance with Section 14, 5. Member e and the mailing address of -the Member are as follows: .11 s Stadium Operator, LLC 267 Dan Marino Boulevard 'mini, Florida 33056 6. a sital Contributions. The Member has contributed $10.00, in cash, and no other property Company. Additional Contributions, The Member is not required to make any additional cal contiibutions to the Company. The Member shall have no obligation to make any CURRENT 13520160vi SUBSTITUTED contributions or payments with respect. to any negative balance in the Member's capital account. However, the Member may, at its option, make additional capital contributions to the Company. 8. Loans. The Member may, at any time, make or cause a loan to be made to the Company in any amount and on such terms as determined by the Member. 9. Powers. In accordance with Section 18-402 of the Act, management of 1 Company shall be vested in the Member. The Member shall have the power to do any 11 acts necessary, convenient or incidental to or for the furtherance of the purposes de d herein, including all powers, statutory or otherwise, possessed by members of a limited 1 ily company under the laws of the State of Delaware. In connection with the foregoing, the bet is hereby authorized and empowered to act through its Officers (as defined in Section w) and employees and other persons designated by the Member in carrying out an all of its powers and authorities under this Agreement, and to delegate any and all of the iers and authorities that the Member possesses under this Agreement to any of its Officer employees and to any other person designated by the Member. 10. Officers, The Member may, from time to tirn the Member deems advisable, appoint officers of the Company (the "Officers") and assig wrting titles (including, without limitation, President, Vice President, Secretary and Tre to any such person. Unless the Member decides otherwise, if the title is one commonly for officers of a business corporation formed under the Delaware General Corporation Law - assignment of such title shall constitute the delegation to such person of the authorities an 4ties that are normally associated with that office Any delegation pursuant to this Section 10 be revoked at any time by the Member. Each of the following individuals are initially appo as the Officers of the Company, to serve in the oftice(s) set forth opposite their name below ation or removal or until their successor is duly appointed: Nume Offices Jeffrey Loria David Samson Michel Bus& Claude Chairman, Chief Executive Officer President, Secretary Senior Vice President, Chief Financial Officer, Treasurer, Assistant Secretary Senior Vice President 11. Otb ahaess. The Member may engage in or possess an interest in other business venture iconnected with the Company) of every kind and description, independently or with others, e Compaiiy shall not have any rights in or to such independent ventures or the income or p s therefrom by virtue of this Agreement. 'ation of Profits at Loss All of the Company's profits and losses shall be the Member. 2 RENT 13520160v1 SUBSTITUTED 13, Distributions. Distributions shall be made to the Member at the times aggregate amounts determined by the Member. Notwithstanding any provision to th contained in this Agreement, the Company shall not make a distribution to the Me r on account of its interest in the Company if such distribution would violate Scotia 607 of the Act or other applicable law, 14, Dissolution. The Company shall dissolve, and its affairs be wound up, upon the first to occur of the following: (a) the written consent of the Merril the retirement, resignation or bankruptcy of the Member or the occurrence of any o event which terminates the continued membership of the Member in the Company; or ( entry of a, decree of judicial dissolution under Section 18-802 of the Aet, 15. Exculpation and Indemnifieation. No Mem or Officer shall be liable to the Company, or any other person or entity who has an inter e Company, for any loss, damage or claim. incurred by reason of any act or omission per ed or omitted by such Member or Officer in good faith on behalf of the Company and manner reasonably believed to be within the scope of the authority conferred on such Mem or Officer by this Agreement, except that a Member or Officer shall be liable for any such , damage or claim incurred by reason of such Member's or Officer's willful misconduct. T 40 fullest extent permitted by applicable law, a Member or Officer shall be entitled to inde ation from the Company for any loss, damage or claim incurred by such Member or 0 by reason of any act or omission performed or omitted by such Member or Officer in d faith on behalf of the Company and in a manner reasonably believed to be within th pe of the authority conferred on such Member or Officer by this Agreement, except that notoper or Officer shall be entitled to be indemnified in respect of any loss, damage or i incurred by such Member or Officer by reason of willful misconduct with respect to 5 aots or omissions; provided, however, that any indemnity under this Section 15 shall be prt d out of and to the extent of Company assets only, and no Member shall have pets e iiability on account thereof. 16. Ass' ents. The Member may assign in whole or in part its limited liability company interest ny transferee. Utile Member transfers all of the Member's interest in the Company parspurs to this Section 16, the transferee shall be admitted to the Company upon its execution of ent signifying its agreement to be bound by the terms and conditions of this Agreei Such admission shall be deemed effective immediately prior to the transfer, and, immedir following such admission, the transferor Member shall cease to be a member of the Comp 17. Admission of Additional, Members. One (1) or more additional members of the npany may be admitted to the Company with the written consent of the Member, 18. Liabilitypf Members. No Member shall have any liability for the obligations or liabilities ofthe Company except to the extent provided in the Act. CURRENT 13520160v1 SUBSTITUTED 19. Governin Law, This Agreement shall be governed by and construed in accordance with the laws ofthe State of Delaware applicable to agreements made and performed entirely in Delaware,. 20. Amendments. This Agreement may not be modified, a1tered su rnet1t0d o. amended except pursuant to a written agreement executed and delivered by nber. 21. Separability of Provisions. Each provision of this Agree separable and if for any reason any provision or provisions herein are unenforceable or illegal under any existing or future law, such invai' illegality shall not impair the operation of or affect those portions valid, enforceable and legal. 22. No Third Part Beneficiaries. This Agrees parties hereto, and nothing in this Agreement shall be d other third -party beneficiary rights in any person not respect to the exculpation and indemnification pro shall be considered 1. Med to be invalid, ,wienfcrceability or is Agreement which are solely for the benefit of the d to create any legal, equitable or y to this Agreement except, with s of Section 15, the Officers. 23. Entire A_greement. This Agrees constitutes the entire agreement of the Member with respect to the Company, and understandings with respect to the Comp des all prior agreements, arrangements and - IN WITNESS WEIERF undersigned, intending to be legally bound hereby, has duly executed this Agreement a the date and year first above written. 4 CURRENT MARLINS STADIUM OPERATOR, LLC By: Name: Jefftey H. Loria Title: Chairman & Chief Executive Officer